Special Meeting Result

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NZX Release 11 June 2020

Special Meeting Result
Results of Special Meeting of Shareholders
At Promisia Integrative Limited’s special meeting of shareholders, held virtually today on 11
June 2020, shareholders were asked to vote on 8 resolutions, which were supported by the
Board.
As required by NZX Listing Rule 6.1, all voting was conducted by a poll.
The resolutions passed by shareholders were:
• Approval of Transactions: That under Listing Rules 4.2.1(a) (issue of equity
securities), 5.1.1(a) (change in nature of business), 5.1.1(b) (acquisition of material
assets) and 5.2.1 (related party transaction) and Rule 7(d) (allotment of voting
securities) of the Takeovers Code and section 129 of the Companies Act 1993, the
performance of the Transactions on the basis described in this Notice of Meeting is
approved;

• Approval of Placements: That under Listing Rule 4.2.1(a) (issue of equity
securities) the Board is authorised to issue up to 8 billion Shares at an issue price of
$0.001 per Share to wholesale investors that have apply for and are allotted such
Shares within 12 months of the date of the Meeting (and are not PIL directors or
associated persons of such directors) and otherwise on the basis described in this
Notice of Meeting;

• Approval to issue equity securities under Aldwins Option: That under Listing
Rule 4.2.1(a) (issue of equity securities), if the Board determines to exercise the
Aldwins Option then it is authorised to partially satisfy the Aldwins Purchase Price by
issuing to Teltower Limited up to 4 billion Shares at an issue price of $0.001 per
Share on the terms described in this Notice of Meeting;

• Approval of Share Purchase Plan: That under Listing Rule 4.2.1(a) (issue of equity
securities) the Board is authorised issue up to 5 billion Shares pursuant to a Share
Purchase Plan that will offer each of its shareholders (other than Mr Thomas Brankin
and his associated persons) an opportunity to subscribe for up to $15,000 of Shares
(subject to scaling) at an issue price of $0.001, to be conducted within 12 months of
the date of this Meeting and on the basis described in this Notice of Meeting;

• Approval of share issue under Employee Share Scheme: That under Listing Rule
4.2.1(a) (issue of equity securities) the Board is authorised to offer to its Employees
up to 1 billion unpaid Shares at an issue price of $0.001 per Share on the terms of an
Employee Share Scheme described in this Notice of Meeting;

• Approval of share issue under Director Share Scheme: That under Listing Rule
4.2.1(a) (issue of equity securities), the Board is authorised to issue and offer the

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current director Mr. Stephen Underwood up to 150,000,000 unpaid Shares at an
issue price of $0.001 per Share on the terms of the Director Share Scheme
described in this Notice of Meeting;

• Approval of Director Fees: That under Listing Rules 2.11.1 (directors’
remuneration), 2.11.2(b) (directors’ remuneration through an issue of equity
securities) the Board is authorised to increase the aggregate maximum amount of
fees that can be paid to Directors from $100,000 to $200,000 in each financial year,
with effect from Completion and with such remuneration permitted to be paid, in
whole or in part, in cash or by way of an issue of equity securities in accordance with
Listing Rule 4.7; and

• Revocation and Adoption of New Constitution: That under section 32 of the
Companies Act, the existing constitution of PIL be revoked and that PIL adopt the
new constitution described in this Notice of Meeting with effect from the date of this
special resolution being passed.
Detail of the total number of votes cast in person or by a proxy holder are:
Resolution For Against Abstain
Approval of Transactions: That under
Listing Rules 4.2.1(a) (issue of equity
securities), 5.1.1(a) (change in nature of
business), 5.1.1(b) (acquisition of
material assets) and 5.2.1 (related party
transaction) and Rule 7(d) (allotment of
voting securities) of the Takeovers Code
and section 129 of the Companies Act
1993, the performance of the
Transactions on the basis described in
this Notice of Meeting is approved.
321,744,204 votes
representing

99.99% of votes
cast

39,875 votes
representing

0.01% of votes
cast
1,580,838 votes
Approval of Placements: That under
Listing Rule 4.2.1(a) (issue of equity
securities) the Board is authorised to
issue up to 8 billion Shares at an issue
price of $0.001 per Share to wholesale
investors that have apply for and are
allotted such Shares within 12 months of
the date of the Meeting (and are not PIL
directors or associated persons of such
directors) and otherwise on the basis
described in this Notice of Meeting.
1,421,950,687 votes
representing

99.99% of votes
cast

117,602 votes
representing

0.01% of votes
cast
2,900,838 votes
Approval to issue equity securities
under Aldwins Option: That under
Listing Rule 4.2.1(a) (issue of equity
securities), if the Board determines to
exercise the Aldwins Option then it is
authorised to partially satisfy the Aldwins
Purchase Price by issuing to Teltower
Limited up to 4 billion Shares at an issue
price of $0.001 per Share on the terms
described in this Notice of Meeting.
1,422,628,269 votes
representing

100.00% of votes
cast

33,000 votes
representing

0.00% of votes
cast
2,307,858 votes

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Resolution For Against Abstain
Approval of Share Purchase Plan: That
under Listing Rule 4.2.1(a) (issue of
equity securities) the Board is authorised
issue up to 5 billion Shares pursuant to a
Share Purchase Plan that will offer each
of its shareholders (other than Mr
Thomas Brankin and his associated
persons) an opportunity to subscribe for
up to $15,000 of Shares (subject to
scaling) at an issue price of $0.001, to be
conducted within 12 months of the date
of this Meeting and on the basis
described in this Notice of Meeting.
1,315,126,777 votes
representing

99.99% of votes
cast

117,602 votes
representing

0.01% of votes
cast
1,580,838 votes
Approval of share issue under
Employee Share Scheme: That under
Listing Rule 4.2.1(a) (issue of equity
securities) the Board is authorised to
offer to its Employees up to 1 billion
unpaid Shares at an issue price of $0.001
per Share on the terms of an Employee
Share Scheme described in this Notice of
Meeting.
1,325,401,006 votes
representing

93.66% of votes
cast

89,749,835
votes
representing

6.34% of votes
cast
7,818,286 votes
Approval of share issue under
Director Share Scheme: That under
Listing Rule 4.2.1(a) (issue of equity
securities), the Board is authorised to
issue and offer the current director Mr.
Stephen Underwood up to 150,000,000
unpaid Shares at an issue price of $0.001
per Share on the terms of the Director
Share Scheme described in this Notice of
Meeting.
1,250,731,666 votes
representing

93.28% of votes
cast

90,095,675
votes
representing

6.72% of votes
cast
3,209,191 votes
Approval of Director Fees: That under
Listing Rules 2.11.1 (directors’
remuneration), 2.11.2(b) (directors’
remuneration through an issue of equity
securities) the Board is authorised to
increase the aggregate maximum
amount of fees that can be paid to
Directors from $100,000 to $200,000 in
each financial year, with effect from
Completion and with such remuneration
permitted to be paid, in whole or in part,
in cash or by way of an issue of equity
securities in accordance with Listing Rule
4.7.
106,625,754 votes
representing

53.27% of votes
cast

93,525,461
votes
representing

46.73% of
votes cast
13,027,039
votes
Revocation and Adoption of New
Constitution: That under section 32 of
the Companies Act, the existing
constitution of PIL be revoked and that
PIL adopt the new constitution described
in this Notice of Meeting with effect from
the date of this special resolution being
passed.
1,425,555,289 votes
representing

100.00% of votes
cast

33,000 votes
representing

0.00% of votes
cast
1,580,838 votes

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Authority for this announcement
Name of person authorised to make this
announcement
Stephen Underwood
Contact person for this announcement Stephen Underwood
Contact phone number 027 499 3387
Contact email address stephen@renouf.co.nz
Date of release through MAP 11 June 2020