Notice of Annual Meeting 2020

ASCENSION CAPITAL LIMITED




NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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Notice is hereby given that the Annual Meeting of Shareholders of Ascension Capital Limited (the
"Company”) will be held at Hampton Downs Motorsport Park, 20 Hampton Downs Rd,
Te Kauwhata, Waikato on Tuesday 22 September 2020 at 11 am.

BUSINESS OF THE MEETING
1. Election of Roger Gower as Director – Ordinary resolution

Mr Roger Gower retires in accordance with the provisions of the Constitution of the
Company and, being eligible, offers himself for election.

2. Election of Sean Joyce as Director – Ordinary resolution

Mr Sean Joyce retires in accordance with the provisions of the Constitution of the Company
and, being eligible, offers himself for election.

3. Remuneration of Auditors – Ordinary resolution

To authorise the Board to fix the remuneration of the Company’s auditors for the
forthcoming year.

4. Ratification of Previous Share Issue – Ordinary Resolution

That shareholders ratify the previous issue by the Company, on 10 July 2020, of 333,177,621
ordinary fully paid shares at an issue price of $0.00025 per share (“Placement Shares”).

NOTES

1. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint
a proxy to attend and vote for them instead. A proxy need not be a shareholder of the Company.

A proxy form is enclosed and to be effective must be lodged at the Registered Office of the
Company or with the Company’s Share Registrar in accordance with the instructions in the Notes
to the Proxy Form accompanying this Notice within at least 48 hours before the meeting is due to
begin (ie before 11 am on Sunday, 20 September 2020).

The postal address for the Company is PO Box 105 745, Auckland 1143.

The postal address for the Company’s share registrar is Private Bag 92119, Auckland 1142.

If you wish to appoint an independent director or the Chairman as your proxy, Mr Keith Jackson
(Chairman of ACE) is willing to act on your behalf.

If you return this Proxy Form without directing the proxy how to vote on any particular matter, the
proxy will vote as he or she thinks fit.

2. VOTING RESTRICTIONS
In respect of resolution 4, those persons that subscribed for the Placement Shares which are
subject of ratification by that resolution, and any Associated Person of those persons are restricted
from voting on resolution 4.

A person restricted from voting on resolution 4 (“excluded person”) may act as proxy if:

(a) that excluded person has been appointed as a proxy by another person who is not
disqualified from voting under LR 6.3.1; and

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(b) that excluded person is voting in accordance with that other person's express instructions,
and cannot act as a discretionary proxy.
All persons registered on the Company’s register of shareholders as the holders of shares as at the
close of business on Monday, 21 September 2020 shall be entitled to vote at the Meeting in person
or by proxy. If you return this Proxy Form without directing the proxy how to vote on any particular
matter, the proxy will vote as he or she thinks fit.

3. CAPITALISED TERMS
Capitalised terms used in this Notice of Meeting, which are not defined in the Notice of Meeting,
have the same meaning set out in the NZX Listing Rules.

By Order of the Board of Directors

Keith Jackson
CHAIRMAN

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Explanatory Notes
NZX Listing Rules (“Listing Rules”) and Companies Act 1993 (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Act. In
addition, various provisions of the Listing Rules are included in the Constitution. The Act, the
Constitution and the Listing Rules contain specific requirements which are relevant to the resolutions
comprised in this Notice.

The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to each
resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolutions which are to be considered at the Meeting are all ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the Company, entitled
to vote and voting.

These Explanatory Notes have been prepared to provide information which the Directors believe to be
material to Shareholders in deciding whether or not to pass the Resolutions.

RESOLUTION 1 - ELECTION OF ROGER GOWER AS A DIRECTOR – ORDINARY RESOLUTION
Roger Gower was appointed by the Board of the Company to act as a director to fill a casual vacancy
within the Board. In terms of the constitution of the Company and the Listing Rules, Roger is required to
retire from his role as a director of the Company at the Annual Meeting. Roger is eligible to be elected as
a director at the Annual Meeting.

Roger has wide experience as a company executive, director and Chairman in both public and private
companies. He is currently Chairman of PrimePort Timaru Limited and New Zealand Food Innovation
Auckland Limited (the Food Bowl). Roger is an independent director of NZX listed Me Today Limited.
Roger is the Chief Executive of New Zealand's Best Food & Beverage Limited, that has developed
wellbeing products under the Douglas Nutrition brand. Roger was Chairman at the juice company
Charlie's, which listed in 2005 and prior to that he had a corporate career in logistics and transportation.
Roger has a BCom from the University of Auckland, an MBA from Massey University and an MPhil from
the University of Cambridge.
The Board is of the view that Roger is an “independent director” of the Company (as that term is defined
in the Listing Rules).

RESOLUTION 2 - ELECTION OF SEAN JOYCE AS A DIRECTOR – ORDINARY RESOLUTION
Sean Joyce was appointed by the Board of the Company to act as a director to fill a casual vacancy
within the Board. In terms of the constitution of the Company and the Listing Rules, Sean is required to
retire from his role as a director of the Company at the Annual Meeting. Sean is eligible to be elected as
a director at the Annual Meeting.
Sean has over 25 years’ experience in the corporate sector as a corporate lawyer and a market
participant. He is a principal of his own corporate law firm and is a principal of Auckland based capital
markets advisory firm and NZX Sponsor, CM Partners Limited.
Sean has a particular focus on the capital markets and securities laws – regulatory compliance,
compliance listings, reverse listings, fund raising and offerings of various types of securities in New
Zealand. Sean has been involved in a large number of IPO’s, reverse listings and takeovers of listed
companies in New Zealand and Australia.
Sean is a non-executive director of NZX listed Blackwell Global Holdings Limited and is a non-executive
director of several significant privately held companies. Sean is a Chartered Member of the Institute of
Directors (CMinstD).
Sean holds a Bachelor of Arts and a Bachelor of Laws (Honours) from Auckland University.

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Given Sean’s investment vehicle Excalibur Capital Partners Limited holds a significant number of ACE
shares, Sean is not an “independent director” of the Company (as that term is defined in the Listing
Rules).

RESOLUTION 3 – REMUNERATION OF AUDITORS – ORDIANRY RESOLUTION

BDO is automatically reappointed at the annual meeting as the auditor of the Company under section
207T of the Companies Act. This resolution authorises the Board to fix the fees and expenses of the
auditor.

RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF 333,177,621 SHARES – ORDINARY RESOLUTION
Listing Rule 4.5.1 permits the issue of ordinary shares representing up to 15% of the total number of
shares on issue in any 12 month period without the prior approval of Company’s shareholders.

On 10 July 2020, the Company issued 333,177,621 new ordinary fully paid shares at an issue price of
$0.00025 per share to raise $83,295 in accordance with Listing Rule 4.5.1 (“Placement Shares”). The
Placement Shares represented 20% of the total number of shares on issue in the Company after the
date of their issue. The Company relied upon the NZX Class Ruling and Waiver in relation to section 4 of
the Listing Rules which permitted the Company to issue shares representing up to 25% of the total
number of shares on issue in any 12 month period without the prior approval of the Company’s
shareholders. The Board of the Company relied upon the NZX Class Ruling and Waiver having regard to
the potential impact that COVID-19 presented to the ability of the Company to raise capital in the
future.

The Placement Shares were issued to the trustees of the Lindsay Investment Trust. The funds raised
from the issue will be applied towards funding the ongoing working capital requirements of the
Company.

Listing Rule 4.5.1(c) allows the Company to renew its capacity to issue ordinary shares within Listing Rule
4.5.1, when it has been used, by obtaining subsequent ratification of the issue from shareholders of the
Company.

The Board is seeking the ratification by shareholders of the previous issue of the Placement Shares.

The effect of this Resolution will be to allow the Company to retain the flexibility to issue Equity
Securities in the future up to the 15% annual placement capacity (which threshold has been temporarily
reset to 25% during the Covid pandemic crisis) set out in Listing Rule 4.5.1 without the requirement to
obtain prior Shareholder approval.

In the event that this Resolution is not passed the Company will be restricted from issuing further Equity
Securities other than in accordance with Listing Rule 4.1.2.

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PROXY FORM

Refer to the “Notes” below to ensure this proxy form is completed correctly. If it is not completed correctly or not received in time, your
proxy will be invalid and will not be counted.

SECTION 1: SHAREHOLDER DETAILS (please print clearly)
Full name:...............................................................................................................................
Full address:............................................................................................................................
CSN/Holder Number: ................................................................................................................
If shares are held jointly, enter details of other joint holders:
Full name:...............................................................................................................................
Full address:............................................................................................................................

SECTION 2: APPOINTMENT OF PROXY
(Please note that if the shares are held jointly, the appointment made in this section is made on behalf of each joint holder)
I appoint:
Full name*:.......................................................................................................................................
Full address:.......................................................................................................................................
as my proxy to exercise my vote at the meeting of shareholders of the Company to be held on 22 September 2020 at 11 am and at any
adjournment of that meeting. If the person I have appointed is unable to be my proxy then I appoint:
Full name:..........................................................................................................................................
Full address:.......................................................................................................................................

SECTION 3: VOTING INSTRUCTIONS
(Please note that if the shares are held jointly, the voting instructions given in this section are given on behalf of each joint holder)
I direct my proxy to vote in the following manner:
(Tick the box that applies)
Ordinary resolutions:

For Against

Abstain
Proxy
discretion
1
Election of Roger Gower as Director - Mr Roger
Gower retires in accordance with the provisions of the
Constitution of the Company and, being eligible,
offers himself for election.


2
Election of Sean Joyce as Director - Mr Sean Joyce
retires in accordance with the provisions of the
Constitution of the Company and, being eligible,
offers himself for election.


3
Remuneration of Auditors - To authorise the Board to fix the
remuneration of the Company’s auditors for the forthcoming
year.

4
Ratification of Previous Share Issue - That shareholders ratify
the previous issue by the Company, on 10 July 2020, of
333,177,621 ordinary fully paid shares at an issue price of
$0.00025 per share (“Placement Shares”).



Signed by each shareholder named in Section 1:
Signature....................................................................................Date..........................................
Signature....................................................................................Date..........................................
Signature....................................................................................Date..........................................

NOTES
1 As a shareholder you may attend the meeting and vote, or you may appoint a proxy to attend the meeting and vote. A proxy need not be a shareholder
of the Company. *The Chairman of the meeting is willing to act as proxy for any shareholder who may wish to appoint him for that purpose, if so
indicated in section 2 above.

2 If you are joint holders of shares each of you must sign this proxy form. If you are a company this proxy form must be signed on behalf of the company
by a person acting under the company’s express or implied authority.
3 For this Proxy Form to be valid, you must complete it and produce it to the Company at least 48 hours before the time for holding the Meeting. You can
produce it to the Company by posting it to Ascension Capital Limited, PO Box 105 745, Auckland 1143, New Zealand so as to ensure that it is received by
11 am on Sunday 20 September 2020. You may also post this Proxy Form to the Company’s share registrar, Computershare, Private Bag 92119,
Auckland 1142.
4 If this Proxy Form has been signed under a power of attorney a copy of the power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the Company with this proxy form.
5 If you return this Proxy Form without directing the proxy how to vote on any particular matter, the proxy will vote as he or she thinks fit.
6 In respect of resolution 4, those persons that subscribed for the Placement Shares which are subject of ratification by that resolution, and any
Associated Person of those persons are restricted from voting on resolution 4.
7 A person restricted from voting on resolution 4 (“excluded person”) may act as proxy if:
(a) that excluded person has been appointed as a proxy by another person who is not disqualified from voting under LR 6.3.1; and
(b) that excluded person is voting in accordance with that other person's express instructions, and cannot act as a discretionary proxy.
8 All persons registered on the Company’s register of shareholders as the holders of shares as at the close of business on Monday, 21 September 2020
shall be entitled to vote at the Meeting in person or by proxy.