GWC Annual Meeting

Goodwood Capital Limited
PO Box 105 745, Auckland 1141
Email: sean@corporate-counsel.co.nz
8153166.9
GOODWOOD CAPITAL LIMITED - NOTICE OF ANNUAL MEETING
Notice is given that the 2020 annual meeting of shareholders of Goodwood Capital Limited (Goodwood or
the Company) will be held at the offices of Link Market Services, Level 11, Deloitte Centre, 80 Queen
Street, Auckland on Wednesday 9th December 2020 commencing at 1pm.
AGENDA
Chairman introduction and shareholder discussion
SPECIAL RESOLUTION
To consider and, if thought fit, pass the following special resolution:
Resolution 1 — Replacement of Company constitution
That the constitution, in the form tabled at the meeting, be adopted as the Company’s constitution in
place of the existing constitution.
ORDINARY RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 2 — Auditor reappointment and remuneration
That Baker Tilly Staples Rodway be reconfirmed as auditors of the Company and that the Directors be
authorised to fix the auditor’s remuneration.
Resolution 3 — Election of Sean Joyce
That Sean Joyce, who retires by rotation under the NZX Listing Rules and has offered himself for
election, be elected as a Director of the Company.
Resolution 4 — Election of Roger Gower
That Roger Gower, who retires by rotation under the NZX Listing Rules and has offered himself for
election, be elected as a Director of the Company.
Resolution 5 —Election of Angus Cooper
That Angus Cooper, who retires by rotation under the NZX Listing Rules and has offered himself for
election, be elected as a Director of the Company.
Resolution 6 — Ratification of previous share issue by private placement
That the Company’s previous issue of 2,633,453 new ordinary shares to wholesale investors at an issue
price of $0.02 per share is approved and ratified for all purposes, on the terms and conditions set out in
the Explanatory Notes.
Resolution 7 — Approval of further share issues
That the Company is authorised to issue the following shares at an issue price of $0.02 per share, on the
terms and conditions set out in the Explanatory Notes:
a) up to 6,250,000 new ordinary shares to wholesale investors; and
b) up to 6,250,000 ordinary shares to Mounterowen Limited,
provided that the total number of shares issued to Mounterowen Limited does not exceed the number of
shares issued to wholesale investors.
Explanatory notes regarding each of these resolutions are attached to this notice of meeting.
By Order of the Board of Directors
Sean Joyce
Chair
Tuesday 24 November 2020

2
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 shareholder wishing to appoint a proxy should complete the enclosed Proxy Form. To be
effective, the Proxy Form must be received by the Company’s Share Registrar, Link Market
Services, in accordance with the instructions in the Notes to the Proxy Form accompanying this
Notice at least 24 hours before the meeting is due to begin (i.e. before 1 pm on Monday 7th
December 2020).
If you wish, you may appoint the Chair (Mr Sean Joyce) or any other director as your 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. If appointed as a discretionary proxy, the Chair or any
other director intends to vote in favour of all resolutions (subject to any voting restrictions).
2 VOTING RESTRICTIONS
For resolution 6, the persons that subscribed for the shares which are subject of ratification by
that resolution, and any Associated Person of those persons, are restricted from voting on
resolution 6.
For resolution 7, the persons that have agreed to subscribe for the shares which are subject of
approval by that resolution, and any Associated Person of those persons, are restricted from
voting on resolution 7.
For the voting restrictions discussed in this paragraph 2, a person restricted from voting on a
resolution (“excluded person” for the purposes of that resolution) 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 NZX Listing Rule 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.
All persons registered on the Company’s register of shareholders as the holders of shares as at the
close of business at 5pm on Monday 7 December 2020 are 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.

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EXPLANATORY NOTES
The Company is listed on the NZX Main Board and must comply with the NZX Listing Rules (as updated from time-to-
time and now-dated 3 November 2020), the Takeovers Code and the Companies Act 1993 (Act). In addition, various
provisions of the NZX Listing Rules are included in or incorporated by reference in the Company’s constitution
(Constitution). The Act, the Constitution and the NZX Listing Rules also contain specific requirements which are
relevant to the resolutions comprised in this Notice. The implications of the NZX 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
Resolution 1 is a special resolution. A special resolution is a resolution passed by a majority of 75% of the votes of
shareholders of the Company, entitled to vote and voting.
Resolutions 2 to 7 are 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.
CONSTITUTION
Resolution 1 — Replacement of Company constitution (Special Resolution)
Having recently been re-listed following its exit from liquidation, the NZX Listing Rules require the Company to seek
shareholder approval to align its constitution with recent changes to the NZX Listing Rules applying to the NZX Main
Board. A copy of the proposed new constitution is available for download from www.goodwoodcapital.co.nz. The key
changes involved are:
 various changes to reflect the new NZX Listing Rules introduced on 1 January 2019 (as updated form time-to-time
and now-dated 3 November 2020), including:
o Directors:
 Rules requiring regular retirement and re-election of directors have been changed as follows:
 Under the previous NZX Listing Rules, one third of the directors, or the number nearest one third,
must retire at the annual meeting in each year, and are eligible for re-election. The directors to
retire are those who have been longest in office.
 Under the new NZX Listing Ruled, a director may not hold office, without being re-elected, past the
third annual meeting after his or her appointment or re-election, or for three years, whichever is
the longer (see new Rule 2.7.1).
 The previous NZX Listing Rules provided that executive directors were not required to retire by rotation.
That exception has been removed.
o Sale of less than a minimum holding: amending the procedure allowing for the sale of share parcels of
less than a minimum holding so as to provide for those shares to be sold on market (including through a
broker on behalf of Goodwood), rather than through NZX or in some other manner approved by NZX (see new
Rule 4.14.1);
o Board composition: including an express statement that Goodwood shall comply with the updated minimum
Board composition requirements of the new NZX Listing Rules (see new Rule 2.1.1).
o Other Changes:
 Changes to the definitions in Goodwood’s constitution, and various other less significant wording changes,
have been made to reflect the provisions of the Rules:
 removing references to the NXT regulations given that the Company is no longer listed on that
market;
 the opportunity has also been taken to simplify the form of the constitution by removing unnecessary
repetition of provisions of the Companies Act 1993 with which Goodwood must comply.
If any of the provisions of the updated constitution are inconsistent with the NZX Listing Rules (as amended by any
waiver or ruling granted to Goodwood), the NZX Listing Rules will prevail. A copy of the NZX Listing Rules is available
at https://www.nzx.com/regulation/nzx-rules-guidance/main-board-debt-market-rules.
The proposed alterations to Goodwood’s constitution do not impose or remove a restriction on the activities of
Goodwood, and accordingly no rights arise under section 110 of the Companies Act 1993.
The Company has arranged for a solicitor’s opinion regarding the constitution’s compliance with the NZX Listing Rules
to be provided to NZX Regulation in accordance with Rule 2.19.1.

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AUDITOR
Resolution 2 — Auditor reappointment and remuneration (Ordinary Resolution)
Baker Tilly Staples Rodway are the auditors of the Company. Baker Tilly Staples Rodway recently completed an audit
of the Company’s financial statements for the accounting period ended 31 March 2020, following the Company exiting
from liquidation on 19 October 2020.
While the Company was in liquidation, the Company was not strictly required to prepare, or have audited, financial
statements as, under section 248 of the Act directors of a company in liquidation are prohibited from performing their
duties, other than the limited duties required or permitted by Part 16 of the Act. Now that the Company is no longer
in liquidation, the proposed resolution seeks shareholder confirmation that Baker Tilly Staples Rodway will continue as
auditors of the Company and empowers the Directors to set the remuneration of the auditors.
DIRECTORS
All three of the Company’s directors were appointed by the Board during October 2020. Under NZX Listing Rule 2.7.1 a
director appointed by the Board must not hold office (without re-election) past the next annual meeting following the
director’s appointment. Accordingly, Sean Joyce, Roger Gower and Angus Cooper retire and, being eligible, offer
themselves for re-election.
No remuneration was provided to directors during the year ended 31 March 2020. The Board has approved director
fees of $24,000 per director per annum (or $72,000 in total per annum).
The maximum permitted aggregate directors’ fees was previously set at a pool of NZD$320,000 in total per annum as
set out in the Company’s listing document dated 5 November 2015.
Brief biographies outlining each director’s history and experience are set out below.
Resolution 3 —Election of Sean Joyce (Ordinary Resolution)
Sean Robert Joyce retires as a director by rotation pursuant to the NZX Listing Rules and, being eligible, has offered
himself for election.
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 several small cap listed companies and is a non-executive director of several
significant privately held companies. Sean is a Chartered Member of the Institute of Directors (CMinstD), and will
Chair the Board of the Company.
Sean holds a Bachelor of Arts and a Bachelor of Laws (Honours) from Auckland University.
Given Sean’s investment vehicle Mounterowen Limited holds a significant number of Goodwood shares, Sean is not an
Independent Director (as that term is defined in the NZX Listing Rules).
Resolution 4 —Election of Roger Gower (Ordinary Resolution)
Roger Hamilton Gower retires as a director by rotation pursuant to the NZX Listing Rules and, being eligible, has
offered himself for election.
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 (as that term is defined in the NZX Listing Rules).
Resolution 5— Election of Angus Cooper (Ordinary Resolution)
Angus James Cooper retires by rotation as a director pursuant to the NZX Listing Rules and, being eligible, has
offered himself for election.
Angus has 30 years of commercial experience in the public company arena. The majority in strategic General
Management roles within EBOS Group Ltd and was GM of mergers and acquisitions for over 10 years completing 25
acquisitions and five divestments for the group.
More recently he has been involved in an advisory capacity for Synlait Milk assisting with their acquisition of
Dairyworks and Talbot Forest Cheese. Complimenting his executive and management experience, he was a director of
Animates Pet Stores for over seven years.

5
He has broad experience across a range of sectors including: Retail, Healthcare Products, Pharmaceuticals, FMCG,
Scientific, Dairy Logistics, Automotive, Engineering, Print / Pre Press and Animal Care.
The Board is of the view that Angus is an Independent Director (as that term is defined in the NZX Listing Rules).
ISSUES OF NEW SHARES
Resolution 6 — Ratification of previous share issue under private placement (Ordinary Resolution)
NZX 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 Goodwood’s shareholders.
On 13 November 2020, Goodwood issued 2,633,453 new ordinary fully paid shares at an issue price of 2 cents per
share to raise $52,669 in accordance with NZX Listing Rule 4.5.1 (Placement Shares). The Placement Shares
represented 15% of the total number of shares on issue in Goodwood on the date of their issue. The Placement Shares
are identical to, and rank equally with, the existing ordinary shares in the Company.
The issue price was certified as a fair and reasonable price by the Directors pursuant to section 47(2) of the Act. In
determining a fair and reasonable issue price, amongst other things, the Directors took account of the net tangible
assets per share of the company, an estimate of the value attributed to the listed company shell having regard to
previous reverse takeover transactions (RTO), and the price that third party investors were prepared to pay to
subscribe.
As at the date of this notice of meeting (being after the issue of the Placement Shares), Goodwood has 20,189,812
shares on issue.
The Placement Shares were issued in equal proportions of 877,817 Placement Shares to Karen Anne MacKenzie Paget,
Brett Wilkinson and Ilakolako Investments Limited. The funds raised from the issue will be applied towards funding
Goodwood’s ongoing working capital requirements. None of the persons issued shares were Associated Persons of
Goodwood or any director (as that term is defined in the NZX Listing Rules).
NZX Listing Rule 4.5.1(c) allows the Company to renew its capacity to issue ordinary shares within NZX 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 Goodwood to retain the flexibility to issue Equity Securities in the future
up to the 15% annual placement capacity set out in NZX Listing Rule 4.5.1 without the requirement to obtain prior
shareholder approval.
In the event that resolution 6 is not passed, the Company will be restricted from issuing further Equity Securities other
than in accordance with NZX Listing Rule 4.1.2.
Resolution 7 — Approval of further share issue (Ordinary Resolution)
Under NZX Listing Rule 4.2.1, the Board seeks approval to issue up to 12,500,000 new ordinary shares (Proposed
Shares) consisting of:
 up to 6,250,000 new ordinary shares to wholesale investors that are not Associated Persons of Goodwood or any
director (Wholesale Investors); and
 up to 6,250,000 new ordinary shares to Mounterowen Limited (Mounterowen),
provided that the total number of shares issued to Mounterowen Limited does not exceed the number of shares issued
to wholesale investors.
As at the date of this notice the names of the wholesale investors have not yet been confirmed.
Shareholders should note that Mounterowen is an investment vehicle of Goodwood Chair Sean Joyce. As disclosed in
the Company’s announcement to the market on 30 October 2020, the Company owes approximately $350,000 debt to
Mounterowen. If this Resolution is passed, the issue of up to 6,249,999 ordinary shares to Mounterowen will
constitute a conversion of up to $124,999 of that debt.
The Proposed Shares will be issued at an issue price of 2 cents per share to $125,000 in capital from the Wholesale
Investors and convert $125,000 of the debt owed to Mounterowen. The issue price was certified as a fair and
reasonable price by the Directors pursuant to section 47(2) of the Act. In determining a fair and reasonable issue
price, amongst other things, the Directors took account of the net tangible assets per share of the company, an
estimate of the value attributed to the listed company shell having regard to previous RTOs, and the price that third
party investors were prepared to pay to subscribe.
The Proposed Shares will be identical to, and will rank equally with, the existing ordinary shares in the Company. The
funds raised from the issue will be applied towards funding Goodwood’s ongoing working capital requirements.
The Proposed Shares are expected to be issued by the end of December 2020 and, in any event, will be issued within
the next 12 months following this meeting.
The maximum number of new shares subject to approval under this resolution represents 61.912% of the Company’s
current shares on issue. If the full number of Proposed Shares are issued, the number of shares issued to Wholesale
Investors and Mounterowen by this resolution would each represent 19.119% of the Company’s shares on issue. The
maximum number of shares that can be issued to Mounterowen is therefore just below the number of shares that can

6
be lawfully issued under the Takeovers Code (being 20%). The minimum number of shares the Company intends to
offer Mounterowen, subject to approval of this resolution, is 5,000,000, which will convert $100,000 of the debt owed
and result in Mounterowen holding 15.903% of the Company’s shares on issue (assuming the full amount of shares
contemplated to be issued to Wholesale Investors under this resolution is issued). Mounterowen does not currently
hold any shares in the Company.
Shareholdings in Goodwood will be diluted as a result of the matters contemplated by resolutions 6 and 7. A table
showing this dilution is set out below:
Event Number of shares
% of pre-issue
shares on issue
Shares on issue prior to 13 November 2020 placement 17,556,359
Shares issued via 13 November 2020 placement 2,633,453 14.99%
New total following 13 November 2020 placement 20,189,812
Shares to be approved under resolution 7 (up to) 12,500,000 61.91%
New Total if Proposed Shares are issued 32,689,812
For a further example of the dilution at shareholder level, a shareholder that held 200,000 shares on 19 October 2020
(when the company ceased to be in liquidation), had an interest in 1.14% of the company, following the share issue
on 13 November had an interest in 0.99% and, if resolution 7 is passed and all 12.5m shares issued, 0.61%.
In the event that resolution 7 is not passed, the Company will not issue the Proposed Shares and the funds which
would have been raised from the issue of the Proposed Shares to the Wholesale Investors will not be raised. The full
amount of the Company’s debt owed to Mounterowen will also remain outstanding.
COMPANY’S PRO FORMA FINANCIAL POSITION
The Company’s financial position at 23 November 2020 is shown in the table below.
The table also shows a proforma balance sheet which reflects the potential financial position of the Company as at
23 November 2020, had the additional $250,000 placement contemplated by resolution 7 (raising $125,000 in capital
and converting $125,000 of the Mounterowen debt, occurred at this date.
As at 23 November 2020
NZ$
Proforma 23 November 2020
NZ$
Assets
Cash 38,000 163,000
Receivables and other current assets 37,000 37,000
NZX bond 20,000 20,000
Total assets 95,000 220,000

Liabilities
Payables 32,000 32,000
Loan advances — Mounterowen 349,000 224,000
Total liabilities 381,000 256,000

Net (liabilities)/assets (286,000) (36,000)

Net tangible asset backing per share (0.0142) (0.0011)
Pending entry into a RTO the board is managing the company by minimising costs incurred to those needed to ensure
ongoing compliance with the NZX Listing Rules and other legal requirements. The cash on hand, and cash anticipated
from the additional placement is considered sufficient working capital to manage the company for the current and
following accounting period (i.e. to 31 March 2022). The board may undertake further capital raising in the future,
whether in conjunction with an RTO or otherwise.
NZX REVIEW OF THIS NOTICE OF MEETING
NZX Regulation has confirmed to the Company that it has no objection to the contents of this notice of meeting.

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GOODWOOD CAPITAL LIMITED
LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/GWC

Scan & email:
meetings@linkmarketservices.com Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD GOODWOOD CAPITAL LIMITED ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of shareholders of Goodwood Capital Limited (the Company) will be held at the offices of Link Market Services,
Level 11, Deloitte Centre, 80 Queen Street, Auckland on Wednesday, 9th December 2020 commencing at 1pm.
Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement
instructions above) to be received by Link Market Services (the share registry), no later than 1pm Monday, 7th December 2020. You
can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/GWC or by scanning the QR code above with your smartphone. Your proxy need
not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering “Chairman” in the relevant
space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business.
If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain
from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose
of that form, but only to vote to the extent of the voting instructions provided.
Voting Restrictions
For resolution 6, the 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 6.
For resolution 7, the persons that have agreed to subscribe for the Proposed Shares and Mounterowen Limited, which are subject of
approval by that resolution, and any Associated Person of those persons, are restricted from voting on resolution 7.
Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting
to assist with your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same
manner as that in which it could appoint a proxy. That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal
of the corporate shareholder (if it has one).
Go online to https://investorcentre.linkmarketservices.co.nz/voting/GWC to appoint your proxy

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Goodwood Capital Limited.

hereby appoint _____________________________________________of________________________________________________
(Full Name) (Full Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Full Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 1pm on Wednesday,9th December
2020 and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item and to vote on any resolutions
to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or any adjournment thereof).
Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting. The proxy is appointed
only in respect of the above meeting or any adjournment thereof.
To consider and, if thought fit, pass the following resolutions:

Tick () in box to vote
SPECIAL RESOLUTION
For Against Abstain Discretion
1.
Replacement of Company constitution
That the constitution, in the form tabled at the meeting, be adopted as the
Company’s constitution in place of the existing constitution.
   
ORDINARY RESOLUTIONS

2.
Auditor reappointment and remuneration
That Baker Tilly Staples Rodway be reconfirmed as auditors of the Company and
that the Directors be authorised to fix the auditor’s remuneration.
   
3.
Election of Sean Joyce
That Sean Joyce, who retires by rotation under the NZX Listing Rules and has
offered himself for election, be elected as a Director of the Company.
   
4.
Election of Roger Gower
That Roger Gower, who retires by rotation under the NZX Listing Rules and has
offered himself for election, be elected as a Director of the Company.
   
5.
Election of Angus Cooper
That Angus Cooper, who retires by rotation under the NZX Listing Rules and
has offered himself for election, be elected as a Director of the Company.
   
6.
Ratification of previous share issue by private placement
That the Company’s previous issue of 2,633,453 new ordinary shares to
wholesale investors at an issue price of $0.02 per share is approved and ratified
for all purposes, on the terms and conditions set out in the Explanatory Notes.
   
7.
Approval of further share issues
That the Company is authorised to issue the following shares at an issue price of
$0.02 per share, on the terms and conditions set out in the Explanatory Notes:
a) up to 6,250,000 new ordinary shares to wholesale investors; and
b) up to 6,250,000 ordinary shares to Mounterowen Limited,
provided that the total number of shares issued to Mounterowen Limited does not
exceed the number of shares issued to wholesale investors.
   
STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Signed this_______________________________________________day_______________________________________________2020

Signature _______________________________________________________________________________________________________


Contact Name: Daytime contact number:

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