Notice of Annual Meeting and Proxy Voting Form

Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Watching the Meeting on Zoom does not constitute being present at the Meeting,
and, accordingly, Shareholders cannot vote via Zoom – if you wish to vote,
please vote by proxy in accordance with the instructions on page 4 of this Notice.
If you wish to vote on the date, you can email your Shareholder details
CSN/Securityholder Number, your registered name and address and your voting
intentions for each Resolution or scan your proxy/voting form to
accounts@afcnz.com by 3:00 p.m. on Monday 5 October 2020.
Voting on your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Please refer to the enclosed Notice of Meeting for details on accessing the
meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
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.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them
on a separate sheet of paper and return with this form or by email to
accounts@afcnz.com.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:00 pm (New Zealand Time) Saturday 3 October 2020.
ZOOM ANNUAL MEETING
AFC Group Holdings Limited (the Company) gives you notice that the annual meeting of shareholders will be held online via Zoom link
commencing at 2:00pm on 5 October 2020. Shareholders can watch the proceedings using the below access details.
Topic: AFC AGM 2020. Time: Oct 5, 2020 02:00 PM Auckland, Wellington.
Join Zoom Meeting https://zoom.us/j/2595915157?pwd=Rnh0NjByb3cydC9CWjd5NjRNSGoxUT09.
Meeting ID: 259 591 5157. Passcode: AFC123
AFC Group Holdings Limited

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of AFC Group
Holdings Limited to be held via Zoom on Monday 5 October 2020 commencing at 2.00 pm (New Zealand Time) and at any adjournment of that meeting.
I/We being a securityholder/s of AFC Group Holdings Limited
Items of Business - Voting Instructions
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Director
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Business
1. That the Annual Report be received.
2. That the company appoints new auditor for the financial year ending 31 March 2020.
3. That the directors of the Company be authorised to fix the remuneration of the auditors of the Company
for the ensuing year.
4.
That Yang Xia, who retires by rotation and is eligible for re-election, be elected as a director of the
Company.
5.
That Hao (Howard) Long, who retires by rotation and is eligible for re-election, be elected as a director of
the Company.
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details
(phone and email address).
Proxy contact Details (Phone): and (Email):

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AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)
1/245 Ti Rakau Drive
Burswood
Auckland
Ph: +64 (09) 930-0245

Notice of Annual Meeting and Proxy Voting Form

Further to AFC Group Holdings Limited (AFC) announcement of 11 September 2019,
the Annual Meeting of shareholders will be held online via Zoom link on Monday, 5
October 2019, commencing at 2:00 pm. Attached is a copy of the Notice of Annual
Meeting and Proxy Voting Form.

Shareholders can watch the proceedings via this Zoom link
Topic: AFC AGM 2020
Time: 5 October 2020 02:00 PM Auckland, Wellington
Join Zoom Meeting
https://zoom.us/j/2595915157?pwd=Rnh0NjByb3cydC9CWjd5NjRNSGoxUT09
Meeting ID: 259 591 5157
Passcode: AFC123

The Annual Report for the year ended 31 March 2020 has been mailed to those
shareholders not registered to receive communications electronically. The Annual
Report is also available on AFC’s website at www.afcnz.com.

On behalf of the Board of Directors




Hao Long
Director
18 September 2020

For Further Information
Please contact Mr Howard Long
howard.long@afcnz.com
+64- 21- 244-8000

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AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)
1/245 Ti Rakau Drive
Burswood
Auckland
Ph: +64 (09) 930-0245


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

5 October 2020


AFC Group Holdings Limited (the Company) gives you notice that the annual meeting of
shareholders will be held online via Zoom link commencing at 2:00pm on 5 October 2020.

Shareholders can watch the proceedings via this Zoom link

Topic: AFC AGM 2020
Time: Oct 5, 2020 02:00 PM Auckland, Wellington Join
Zoom Meeting
https://zoom.us/j/2595915157?pwd=Rnh0NjByb3cydC9CWjd5NjRNSGoxUT09
Meeting ID: 259 591 5157
Passcode: AFC123

Watching the Meeting on Zoom does not constitute being present at the Meeting, and,
accordingly, Shareholders cannot vote via Zoom – if you wish to vote, please vote by proxy
in accordance with the instructions on page 4 of this Notice. If you wish to vote on the date,
you can email your Shareholder details CSN/Securityholder Number, your registered name
and address and your voting intentions for each Resolution or scan your proxy/voting form
to accounts@afcnz.com by 3:00 p.m. on Monday 5 October 2020.

Shareholders who cannot attend may also submit questions for the Board or management
by email to accounts@afcnz.com by 5.00 p.m. on Friday 2 October 2020. Questions will
be grouped where possible and answered in General Business. Questions asked via the
Zoom tool will not be addressed.

The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolutions and the approval required for each
resolution by the shareholders of the Company pursuant to the NZX Listing Rules, the
Companies Act 1993 and the constitution of the Company.

The business of the meeting will be:

1. Chairman’s Introduction
2. Apologies
3. Resolution 1: Annual Report
To receive and consider the Annual Report, including the audit report and
financial statements, for the year ended 31 March 2020.
“That the Annual Report be received.”

4. Resolution 2: Appointment of Auditor
To record that the company appoints new auditor pursuant to section 207P of
the Companies Act 1993 and to consider, and if thought fit, to pass the following
ordinary resolution
“That the company appoints new auditor for the financial year ending
31 March 2020.”

5. Resolution 3: Fixing the Fees and Expenses of the auditor
To record that shareholder authorise the directors to fix the fees and expenses
of the auditor for the financial year ending 31 March 2020 pursuant to section
200 of the Companies Act 1993 and to consider, and if thought fit, to pass the
following ordinary resolution
”That the directors of the Company be authorised to fix the
remuneration of the auditors of the Company for the ensuing year.”

6. Resolution 4: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution pursuant
to NZAX Listing Rule 3.3.6:
“That Yang Xia, who retires by rotation and is eligible for re-election,
be elected as a director of the Company.”

7. Resolution 5: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution pursuant
to NZAX Listing Rule 3.3.6:
“That Hao (Howard) Long, who retires by rotation and is eligible for
reelection, be elected as a director of the Company.”

8. General Business


Please see the next page for notes and information on how to vote

Attending the Meeting
AFC Group Holdings Limited advises that considering current and expected Covid-19
related social distancing restrictions, it will no longer offer shareholders the ability to
attend the Annual Shareholders’ Meeting in person. Shareholders will be able to attend
the meeting, which is to be held on Monday 5th October 2020, through a virtual meeting
platform only.

Explanatory Notes
Explanatory notes on Resolution 2 to 5 accompany this Notice of Meeting.

Ordinary Resolution
An ordinary resolution means a resolution passed by a simple majority of votes of
shareholders of the Company entitled to vote and voting.

Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of the Resolutions 1 to
5.
Proxies and Representatives
Shareholders may exercise their right to vote at the meeting either by being present in
person or by appointing a proxy to attend and vote in their place. 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. The Chairman
intends to vote any discretionary proxies, that he receives, in favour of the resolutions.
A body corporate shareholder may appoint a representative to attend the meeting on
its behalf. A proxy form is enclosed with this notice.

If you wish to vote by proxy you must complete the form and produce it to the Company
by delivering it to the Company’s Share Registrar, Computershare Investor Services
Ltd, Level 2, 159 Hurstmere Road, Takapuna, Auckland or by posting it to The Share
Registrar, AFC Group Holdings Limited, c/o Computershare Investor Services Ltd,
Private Bag 92119, Auckland 1142, New Zealand (in each case), so as to be received
no later than 48 hours before the meeting is due to begin (i.e. before 2:00pm on 3
October 2020).


By order of the Board



Hao Long

Director
16/09/2020

EXPLANATORY NOTES

Resolution 2 - Appointment of Auditor

Shareholder approval is sought to reappoint the Company’s Auditors William Buck as
auditors.

Resolution 3 - Fixing the Fees and Expense of the auditor

Shareholder approval is sought to authorise the directors to fix the fees and expense of the
auditor for the financial year ending 31 March 2020.

Resolution 4-5 Re-election of Director

Pursuant to NZAX Listing rule 3.3.6 adopted within the Company’s constitution requires
that at every annual meeting, at least one third of the Directors and those who have
been longest in office since their last election shall retire from office.

The Company currently has five directors. Two of those directors Mr. Yang Xia and Mr.
Hao (Howard) Long retires by rotation, and being eligible for re-election, has offered
himself for re-election.

Yang Xia

Yang Xia is a Chinese national with more than 30 years of experience in commerce
and finance. He currently holds directorships in various Chinese companies
spanning a range of industries.In 2007 Mr Xia formed his own investment company,
Guangdong Yinrui Investment & Management Company. While a majority of his
investments are in China, he has also invested in a chemical company in Thailand.
Mr Xia is currently in the process of expanding his investment activities into Australia
and New Zealand having founded NZ Silveray Group Limited in February 2014.

Hao (Howard) Long

Mr. Long moved to New Zealand in 2002 and graduated from Massey University with
a double major in Accounting and Marketing. He is a Chartered Accountant (CA), a
member of Chartered Accountants Australia and New Zealand (CAANZ), and a
Chartered Member of the Institute of Director (CMInstD). He has over 12 years
professional accounting experience, including working for a Big 4 accounting firm
plus governance and management experience in the commercial sectors in China
and New Zealand. Mr. Long joined AFC in 2015 and is the Executive Director and
CFO of AFC Group Holdings Ltd, and the CEO of AFC Longview Limited.