TruScreen Group Limited 2021 General Meeting

NZX/ASX Announcement
5 August 2021
Annual Meeting

Dear fellow Shareholder,
I am pleased to invite shareholders to the 2021 Annual Meeting (AM) of TruScreen Group Limited.
scheduled for 7 September 2021.
The details of the Annual Meeting are as follows:
Given COVID-19 restrictions the meeting will be a virtual meeting with details as follows:
Online at www.virtualmeeting.co.nz/tru21
Virtual Annual Meeting Shareholders will only be able to attend and participate in the Annual General
Meeting virtually via an online platform provided by our share registrar, Link Market Services at
www.virtualmeeting.co.nz/tru21.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will
be able to vote and ask questions during the meeting. More information regarding virtual attendance
at the Annual Meeting (including how to vote and ask questions virtually during the Meeting) is
available in the Virtual General Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf
Date: 7 September 2021
Time; 11.00am Auckland, New Zealand time.
Accompanying this letter is a Notice of the Annual Meeting and a Proxy Form which must be lodged
at least 48 hours before the meeting.
Please note that this meeting is restricted to registered shareholders and/or proxy holders.
Yours sincerely,

Anthony Ho
Chairman
-ENDS-

For more information, visit

www.truscreen.com or contact:
Juliet Hull
Chief Executive Officer
juliethull@truscreen.com
Guy Robertson
Chief Financial Officer
guyrobertson@truscreen.com

About TruScreen:
TruScreen cervical cancer screening device offers the latest technology in cervical screening, providing real-
time, accurate detection of precancerous and cancerous cervical cells to help improve the health and well-being
of women around the world.
TruScreen’s real-time cervical cancer technology utilises a digital wand which is placed on the surface of the
cervix to measure electrical and optical signals from the surrounding tissues. A sophisticated proprietary
algorithm framework is utilised to detect pre-cancerous change, or cervical intra-epithelial neoplasia (CIN), by
optical and electrical measurement of cervical tissue.
TruScreen offers an alternative approach to cervical screening, resolving many of the ongoing issues with
conventional Pap tests, including failed samples, poor patient follow-up, patient discomfort and the need for
supporting laboratory infrastructure. As such, TruScreen’s target market is low and middle-income countries
where no large-scale cervical cancer screening programs and infrastructure are in place, such as China, Mexico,
Africa, Russia and India. TruScreen’s cervical cancer screening device is CE-marked and certified for use
throughout Europe and CFDA approved for sale in China. The global market potential for TruScreen is
significant.

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TRUSCREEN GROUP LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Meeting will be held at:
TIME: 11:00am
DATE: Tuesday 7 September 2021
PLACE: Online at www.virtualmeeting.co.nz/tru21




The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they
should vote, they should seek advice from their professional advisers prior to voting.
Persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm on 5
September 2021.

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Notice is hereby given that the Annual Meeting of Shareholders of Truscreen Group Limited (the
"Company”) will be held as a virtual meeting Online at www.virtual meeting.co.nz/tru21 on Tuesday
7 September 2021 at 11.00am, Auckland time.
BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Annual Report of the Company for the financial year ended 31
March 2021.
A presentation will be made by Ms Juliet Hull, acting Chief Executive Officer of Truscreen
Group Limited.
To consider and, if thought fit, pass the following ordinary resolutions:
1. REMUNERATION OF AUDITORS – ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That the Board be authorised to fix the remuneration of RSM Hayes Audit Auckland the
Company’s auditors.”
2. ELECTION OF DR DEXTER CHEUNG AS A DIRECTOR – LISTING RULE 2.3.1 -
ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That Dr Dexter Cheung, who was appointed by the directors on 1 March 2021, retires from
the board in accordance with the constitution of the Company, and being eligible offers
himself for election, be elected as a non-executive director of the Company.”
A summary of Dr Cheung’s qualifications and experience is included in the Explanatory
Notes.
3. RE-ELECTION OF CHRISTOPHER HORN AS A DIRECTOR – LISTING RULE 2.2.1(b) -
ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company

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“That Mr Christopher Horn, who retires in accordance with the provisions of the Constitution
of the Company, and being eligible, offers himself for re-election, be re-elected as a Director
of the Company.”
4. APPROVAL TO ISSUE UP TO 5,000,000 OPTIONS TO EMPLOYEES, CONTRACTORS
AND DIRECTORS – LISTING RULE 4.2.1 - ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company

“That the Directors of the Company are authorised to:

(a) issue up to 5,000,000 options to acquire ordinary shares in the Company, to employees,
contractors and Directors of the Company on the terms set out in the Explanatory Notes
accompanying this Notice of Meeting; and
(b) take all action, do all things and execute all documents and agreements necessary or
considered by them to be expedient to give effect to the issue of the options.”
5. APPROVAL TO ISSUE UP TO 5,000,000 OPTIONS TO APPOINTED DISTRIBUTORS OF
THE COMPANY – LISTING RULE 4.2.1 - ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company

“That the Directors of the Company are authorised to:

(a) issue up to 5,000,000 options to acquire ordinary shares in the Company, to Appointed
Distributors of the Company on the terms set out in the Explanatory Notes accompanying
this Notice of Meeting; and
(b) take all action, do all things and execute all documents and agreements necessary or
considered by them to be expedient to give effect to the issue of the options.”

6. OTHER BUSINESS

By Order of the Board of Directors

Anthony Ho
Chairman

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VOTING BY PROXY
All shareholders of the Company entitled to attend and vote at the meeting, may attend the meeting, or are
entitled to appoint a proxy to attend and vote on their behalf.
A proxy appointment and vote can be completed online at the Link Market Services Investor Centre at
vote.linkmarketservices.com/TRU. Shareholders on the New Zealand register will require their CSN/Holder
Number and Authorisation Code (FIN) to complete the online validation process to securely appoint a proxy
online. Shareholders on the Australian register will be required to enter their Holder Number and postcode or
country of residence to complete the online validation process to securely appoint a proxy online.
Alternatively, please complete and sign the enclosed Proxy Form and return to the Company’s Share Registrar,
Link Market Services in accordance with the instructions set out on the Proxy Form accompanying this Notice
by 11.00 am on Friday 3 September 2021.
Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• Shareholders may appoint the Chair as their proxy; and
• the proxy need not be a Shareholder.

Shareholders and their proxies should be aware that
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies
as directed.
Directed proxies means the proxy holder will vote on each resolution as directed by the Shareholder. In the
event the Shareholder does not indicate how the proxy holder should vote on each resolution, and the
Shareholder appoints the Chair as their proxy, the Chair will vote all resolutions in favour of all of the resolutions,
except those in which the Chair has an interest or is otherwise restricted from voting on.
VOTING RESTRICTIONS
Any person to whom it is proposed to issue options to acquire shares in the Company in accordance with
resolutions 4 and 5, and their Associated Persons (as that term is defined in the NZX Listing Rules), are unable
to vote in favour of resolutions 4 and 5.

A person disqualified from voting may act as a proxy for another person who is qualified to vote in respect
shares held by that person and in accordance with that person’s express instructions.
Explanatory Notes
NZX Listing Rules (“Listing Rules”) and Companies Act (“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 Company is also listed on the ASX as a Foreign Exempt Listing.

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.

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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.
AGENDA ITEM 1 - FINANCIAL STATEMENTS AND REPORTS
Whilst the consideration of the Annual Report by shareholders is not strictly required under the Act,
the Board considers it good policy to table the Annual Report at the Meeting for consideration by
shareholders, and for discussion where appropriate. The Company’s auditors, RSM Hayes Audit will
be in attendance to respond to shareholders on the conduct of the audit.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders
unless specifically requested to do so. The Company’s annual financial report is available on its
website at www.truscreen.com.

1. RESOLUTION 1 - REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

This resolution authorises the Board to fix the fees and expenses of the auditor.

2. RESOLUTION 2 - ELECTION OF DR. DEXTER CHEUNG AS A DIRECTOR – ORDINARY
RESOLUTION
2.1 Dr. Dexter Cheung was appointed a non-executive director on 1 March 2021 to replace Mr
Christopher Lawrence who retired on that date. Pursuant to the constitution of the Company and the
Listing Rules, Dr. Dexter Cheung is required to retire as a director of the Company at the Annual
General Meeting. Dr. Dexter Cheung being eligible has offered himself for election as a director at
the Annual General Meeting.

2.2 The qualifications and material directorships of Dr. Dexter Cheung are outlined below:
Dr. Cheung is an Independent non-executive director and is a member of the Audit & Risk Committee.
Dr. Cheung is an experienced medical device engineer and specialist in product research and
development, with more than 20 years’ experience. He is the Research & Development Manager of
the respiratory humidification division of Fisher & Paykel Healthcare, an NZX/ASX listed healthcare
company and a global leader in respiratory medical devices.
Dr. Cheung holds a first-class honours degree in Bachelor of Technology, a Master of Engineering
(first class honours) degree and a Doctor of Philosophy (in physics) from his alma mater, University
of Auckland.

2.3 The Board is of the view that Dr. Dexter Cheung qualifies as an “independent director” of the
Company (as that term is defined in the Listing Rules).
2.4 The Board (with Dr. Dexter Cheung abstaining) recommends that shareholders vote in favour of
this resolution.
2.5 Dr. Dexter Cheung is a resident of Auckland, New Zealand

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3. RESOLUTION 3 - RE-ELECTION OF CHRISTOPHER HORN AS A DIRECTOR – ORDINARY
RESOLUTION
3.1 Pursuant to the constitution of the Company and the Listing Rules, Mr Christopher Horn is
required to retire by rotation as a director of the Company at the Annual General Meeting. Mr
Christopher Horn being eligible has offered himself for re-election as a director at the Annual General
Meeting.

3.2 The qualification and material directorships of Mr Christopher Horn is as outlined below:
Independent Non-Executive Director and Chairman of the Audit & Risk Committee
Appointed November 2013
Qualifications: B.Com FCA
Mr Horn is an experienced business executive and has acted in a number of management roles
including 20 years as a partner of KPMG and its predecessor firms. He is a director of a number of
private companies across a broad range of business activities including corporate advisory, financial
services and funds management.
Mr Horn is a Commerce graduate from the University of New South Wales and a Fellow of Chartered
Accountants in Australia and New Zealand.

3.3 The Board is of the view that Mr Christopher Horn qualifies as an “independent director” of the
Company (as that term is defined in the Listing Rules).
3.4 The Board (with Mr Christopher Horn abstaining) recommends that shareholders vote in favour
of this resolution.
4. RESOLUTION 4 – APPROVAL TO ISSUE UP TO 5,000,000 OPTIONS TO EMPLOYEES,
CONTRACTORS AND DIRECTORS
Listing Rule 4.2 states in general terms, that shareholder approval must be obtained for any issue of
Equity Securities (which includes options) by the Company and, accordingly, shareholders’ approval
is being sought in accordance with Listing Rule 4.2.
4.1 General
The Board seeks approval to issue up to 5,000,000 options to acquire ordinary shares in the
Company (“Options”) to employees, contractors, and Directors of the Company.
The Directors consider that it is beneficial for the Company to offer and to subsequently issue Options
to Directors, senior officers, and employees, for the following reasons:
• The issue will encourage recipients of the Options to hold shares in the Company assisting
in aligning their interests with those of shareholders.
• The opportunity to offer Options to prospective Directors, senior officers and employees will
assist the Company in securing the services of those parties as part of the package available to be
offered.

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• The offer of Options provides an appropriate way to incentivise Directors, senior officers and
employees without the Company incurring a direct cash cost.
The Board proposes to issue:
• 1,000,000 Options to Ms Juliet Hull, an executive director of the Company; and
• 1,000,000 Options to Dr. Dexter Cheung, a non-executive director of the Company
• 500,000 Options to Edmond Capcelea, Chief Technology Officer

The exercise price for the abovementioned Options will be $0.10 per Option. The price has been set
at approximately 60% above the price ruling as at the date of this notice.

The balance of the Options proposed to be issued will be set aside in a pool for allocation to existing
or future executives of the Company. The exercise price payable upon the exercise of each Option
will be determined by the market opening price on the date the Share Option Allocation Deed is
signed, or when the recipient commences employment, whichever is the later. The Option exercise
price will then be determined at 20% above this price for every year or part thereof to expiry. The
issue of Options to employees must be completed within 36 months after the passing of resolution
4, and in the case of Options to be issued to Directors and contractors, within twelve months after
passing resolution 4.

No Options from the pool will be allocated to any managing director.

4.2 Dilutionary impact of exercise of Options
The Options proposed to be issued to Directors (Ms Hull and Dr. Cheung) and Mr Capcelea represent
0.69% of the total share capital on issue as at the date of this Notice.
In the event that these Directors and Mr Capcelea, were to exercise all of their Options, and no other
Options were exercised, Ms Hull, Dr Cheung and Mr Capcelea would hold 2,500,000 shares in the
Company, representing approximately 0.68% of the total number of shares on issue post the exercise
of their Options and the issue of their new shares.
Total Options Pool
The Options proposed to be issued to employees and contractors going forward represents 0.69%
of the total share capital on issue as at the date of this Notice.
In the event that:
• All 2,500,000 Options were issued; and
• All 2,500,000 Options were exercised,
the holders of those options would hold 2,500,000 shares in the Company, representing
approximately 0.68% of the total number of shares on issue post the exercise of their Options and
the issue of their new shares.
If all options on issue (those currently on issue and all options contemplated by this notice of meeting)
are exercised the holders of those Options would hold 27,777,363 shares in the Company,
representing approximately 7.1% (fully diluted) of the total number of shares on issue post the
exercise of their Options and the issue of their new shares.
4.3 Terms of issue of the Options
The principal terms of the Options are as outlined in Appendix 1.

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4.4 Requirement for Resolution
Listing Rule 4.2.1 states in general terms, that shareholder approval must be obtained for any issue
of Equity Securities (which includes the Options) by the Company and, accordingly, shareholders
approval is being sought in accordance with Listing Rule 4.2.1.
4.5 In the event the Resolution is passed the Options will be issued within thirty six months of the
date of approval, in the case of employees and twelve months of the date of approval, in the case of
Directors and contractors
In the event the Resolution is not passed the Company will not issue any options to Ms Hull or Dr
Cheung, but the Board will still be entitled to issue certain options to contractors (Listing Rule 4.5)
and to employees (Listing Rule 4.6).
5. RESOLUTION 5 – APPROVAL TO ISSUE UP TO 5,000,000 OPTIONS TO APPOINTED
DISTRIBUTORS OF THE COMPANY
Listing Rule 4.2 states in general terms, that shareholder approval must be obtained for any issue of
Equity Securities (which includes options) by the Company and, accordingly, shareholders’ approval
is being sought in accordance with Listing Rule 4.2.
5.1 General
The Board seeks approval to issue up to 5,000,000 options to acquire ordinary shares in the
Company (“Distributors’ Options”) to Appointed Distributors of the Company.
The Directors consider that it is beneficial for the Company to have a Distributors’ Option pool to be
able to incentivise and reward Appointed Distributors that have contributed to the success of the
Company in their territories.
• The issue will encourage recipients of the Distributors’ Options to hold shares in the
Company assisting in aligning their interests with those of the Company and shareholders.
• The issue of Distributors Options to Appointed Distributors will be determined by theCompany
based on the performance of each Appointed Distributors, from time to time.
• The opportunity to offer Distributors’ Options to prospective distributors in new markets will
assist the Company in successfully commercialising its products.
• The offer of Distributors Options provides an appropriate way to incentivise Appointed
Distributors and to enable them to have an active interest in the successes of the Company.

The issue of Distributors Options will be set aside in a pool for allocation to existing or future
Appointed Distributors of the Company. The exercise price payable upon the exercise of each Option
will be determined by the market opening price on the date the Share Option Allocation Deed is
signed, or when the recipient is an Appointed Distributor. The Option exercise price will then be
determined at 20% above the market opening price on this day for every year or part thereof to
expiry. The issue of Distributors Options to Appointed Distributors to be completed within twelve
months after the passing of resolution 5.

No Distributors Options from the pool will be allocated to Related Party of the Company.

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5.2 Dilutionary impact of exercise of Distributor Options
The Options proposed to be issued to Distributors represent 1.4% of the total share capital on issue
as at the date of this Notice.
In the event that Distributors Option holders were to exercise all of their Options, and no other
Options were exercised, Distributors Option holders would hold 5,000,000 shares in the Company,
representing approximately 1.4% of the total number of shares on issue post the exercise of their
Options and the issue of their new shares.
Total Distributor Options Pool
The Options proposed to be issued to Appointed Distributors represent 1.4% of the total share capital
on issue as at the date of this Notice.
In the event that:
• All 5,000,000 Options were issued; and
• All 5,000,000 Options were exercised,
the holders of those options would hold 5,000,000 shares in the Company, representing
approximately 1.4% of the total number of shares on issue post the exercise of their Options and the
issue of their new shares.
If all options on issue (all options currently on issue and all options contemplated by this notice of
meeting) are exercised the holders of those Options would hold 27,777,363 shares in the Company,
representing approximately 7.1% (fully diluted) of the total number of shares on issue post the
exercise of their Options and the issue of their new shares.
5.3 Terms of issue of the Options
The principal terms of the Options are as outlined in Appendix 2.
5.4 Requirement for Resolution
Listing Rule 4.2.1 states in general terms, that shareholder approval must be obtained for any issue
of Equity Securities (which includes the Options) by the Company and, accordingly, shareholders
approval is being sought in accordance with Listing Rule 4.2.1.
5.5 In the event the Resolution is passed the Options will be issued within twelve months of the date
of approval.
In the event the Resolution is not passed the Company will still be entitled to issue certain options to
Appointed Distributors (Listing Rule 4.5), however this would reduce the Company’s capacity to issue
new shares.
6. OTHER BUSINESS
There will be opportunity for shareholders to ask questions of the directors on the affairs of the
company.

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Appendix 1 – Options
The principal terms of the Options are as follows:
• Each Option entitles the holder to acquire one (1) Share.

• The Options are exercisable at any time up until 5.00pm on 7 September 2024 (Option
Exercise Period) by completing an exercise form and delivering it together with the payment
for the number of Shares in respect of which the Options are exercised to the registered
office of the Company or to the share registry of the Company.

• The Options vest on the following dates of Grant (Option Vesting Date)
o In the case of directors, on the date of Grant.
o in the case of employees and contractors, on the following dates,
o 50% of options issued to vest 12 months from the date of grant.
o 50% of options issued to vest 24 months from the date of grant.
o Option holders can exercise their vested options up to 90 days from cessation of
employment with the Company.


• Options are not freely transferable in whole or in part at any time prior to expiry.

• Shares issued on the exercise of an Option will be issued not more than fourteen (14) days
after receipt of a properly executed exercise notice and application moneys. Shares allotted
pursuant to the exercise of an Option will rank equally with the then issued ordinary shares
of the Company in all respects. Official quotation of those Shares on the NZX will be sought.

• The Option holders shall only be permitted to participate in a new issue of securities on the
prior exercise of Options in which case the Option holders shall be afforded the period of at
least nine (9) business days prior to and inclusive of the record date (to determine
entitlements to the issue) to exercise their Options.

• In the event of any reconstruction (including consolidation, sub-division, reduction or return)
of the issued capital of the Company, all rights of the Option holders will be changed to the
extent necessary to comply with the NZX Listing Rules applying to the reconstruction of
capital at the time of the reconstruction.

• If there is a bonus issue to Shareholders, the number of Shares over which the Option is
exercisable may be increased by the number of Shares which the holder of the Option would
have received if the Option had been exercised before the record date for the bonus issue.

• In the event that a pro rata issue (except a bonus issue) is made to the holders of the
underlying securities in the Company, the exercise price of the Option may be reduced in
accordance with the Listing Rules.

• Reminder notices will be forwarded to the Option holders prior to the expiry of the Options.
Options not exercised before the expiry of the Option Exercise Period will lapse.

• The Options will be recorded on the Company's register of Option holders maintained at the
share registry. The register will be open for inspection by the Option holders free of charge.
Shares to be allotted on exercise of Options will be recorded on the Company's share register.

• The Options will not be listed on the NZX/ASX.

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• The Option holder, if appearing on the Company's register of Option holders at the relevant
date, will be entitled to receive and will be sent all reports and accounts required to be laid
before Shareholders in general meeting and all notices of general meetings and will have
the right to attend but shall have no right to vote at such meetings.


Appendix 2 – Distributors Options
Subject to applicable prevailing legislation in each overseas jurisdiction, and at the absolute
discretion of the Company, the principal terms of the Distributors Options are as follows:
• Each Distributors Option entitles the holder to acquire one (1) Share.

• The Distributors Options are exercisable at any time up until 5.00pm on 7 September 2024
(Distributors Option Exercise Period) by completing an exercise form and delivering it
together with the payment for the number of Shares in respect of which the Options are
exercised to the registered office of the Company or to the share registry of the Company.

• The Distributors Options vest on date of Grant (Distributors Option Vesting Date).

• Distributors Options are not freely transferable in whole or in part at any time prior to expiry.

• Shares issued on the exercise of an Distributor Option will be issued not more than fourteen
(14) days after receipt of a properly executed exercise notice and application moneys.
Shares allotted pursuant to the exercise of an Distributor Option will rank equally with the
then issued ordinary shares of the Company in all respects. Official quotation of those
Shares on the NZX will be sought.

• The Distributors Option holders shall only be permitted to participate in a new issue of
securities on the prior exercise of Distributors Options in which case the Distributors Option
holders shall be afforded the period of at least nine (9) business days prior to and inclusive
of the record date (to determine entitlements to the issue) to exercise their Distributors
Options.

• In the event of any reconstruction (including consolidation, sub-division, reduction or return)
of the issued capital of the Company, all rights of the Distributors Option holders will be
changed to the extent necessary to comply with the NZX Listing Rules applying to the
reconstruction of capital at the time of the reconstruction.

• If there is a bonus issue to Shareholders, the number of Shares over which the Distributors
Option is exercisable may be increased by the number of Shares which the holder of the
Distributors Option would have received if the Distributors Option had been exercised before
the record date for the bonus issue.

• In the event that a pro rata issue (except a bonus issue) is made to the holders of the
underlying securities in the Company, the exercise price of the Distributors Option may be
reduced in accordance with the Listing Rules.

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• Reminder notices will be forwarded to the Distributors Option holders prior to the expiry of
the Distributors Options. Distributors Options not exercised before the expiry of the
Distributors Option Exercise Period will lapse.

• The Distributors Options will be recorded on the Company's register of Distributors Option
holders maintained at the share registry. The register will be open for inspection by the
Distributors Option holders free of charge. Shares to be allotted on exercise of Distributors
Options will be recorded on the Company's share register.

• The Distributors Options will not be quoted on the NZX/ASX.

• The Distributors Option holder, if appearing on the Company's register of Distributors Option
holders at the relevant date, will be entitled to receive and will be sent all reports and
accounts required to be laid before Shareholders in general meeting and all notices of
general meetings and will have the right to attend but shall have no right to vote at such
meetings.

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SCHEDULE 1 DEFINITIONS
In this Notice and Explanatory Statement:
$ or NZ$ means New Zealand dollars.

Annual Meeting or Meeting means the meeting convened by the Notice.

Appointed Distributor means an unrelated party of the Company with which it has executed a
distribution agreement for the Company’s products.

ASX means Australian Securities Exchange

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter
Monday, Christmas Day, Boxing Day, and any other day that NZX declares is not a business
day.

Chair or Chairperson means the chair of the Meeting.

Company means Truscreen Group Limited

Constitution means the Company’s constitution.

Companies Act means the Companies Act 1993.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Equity Securities has the meaning giving in the NZX/ASX Listing Rules.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement
and the Proxy Form.

NZX means NZX Limited or the financial market operated by NZX Limited, as the context
requires.

NZX Listing Rules means the Listing Rules of NZX.

Option means an option to acquire one fully paid ordinary share in the Company

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context
requires.

Related Party means as defined in S291A of the New Zealand Companies Act 1993.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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LODGE YOUR PROXY
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PROXY FORM/ADMISSION CARD FOR TRUSCREEN GROUP LIMITED’S 2021 ANNUAL MEETING
The Annual Meeting of TruScreen Group Limited (TruScreen) will be held online at www.virtualmeeting.co.nz/tru21 on Tuesday 7 September 2021
commencing at 11:00am (Auckland time).
If you will attend the Meeting online, you will require your CSN/Holder Number for verification purposes.

If you will not attend the Meeting online but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement
instructions above) to TruScreen’s share registry, Link Market Services, by no later than 11:00am, Friday 3 September 2021.
You can also appoint your proxy and vote online by going to vote.linkmarketservices.com/TRU or by scanning the QR code above with your
smartphone.

Appointment of proxy
A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend online and
vote instead of him/her and that proxy or representative need not also be a shareholder. The Chair of the meeting is willing to act as proxy for any
shareholder who wishes to appoint him for that purpose. If you appoint the Chair and you do not indicate how the Chair should vote, the Chair will vote
in favour of the resolutions, unless specifically excluded from voting on a resolution.

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 resolution. 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. If you make more
than one election in respect of a resolution your vote will be invalid on that resolution. If you expressly appoint the Chair of the Meeting as your proxy
and elect to give him discretion on how to vote on a resolution, you acknowledge that he will exercise your vote in favour of resolutions 1 to 5.

Voting Restrictions
Any person who has been issued, or has acquired, the Equity Securities which are subject to ratification by that resolution, and any Associated Person
of that person, may not act as a discretionary proxy in respect of Resolutions 4 and 5, but may vote in accordance with express instructions.

Any person to whom it is proposed to issue options to acquire shares in the Company in accordance with resolutions 4 and 5, and their Associated
Persons (as that term is defined in the NZX Listing Rules), are unable to vote in favour of resolutions 4 and 5.

A person disqualified from voting may act as a proxy for another person who is qualified to vote in respect shares held by that person and in accordance
with that person’s express instructions.
Attending the meeting
The 2021 Annual Meeting will be held, online only at www.virtualmeeting.co.nz/tru21. A corporation may appoint a person to attend and vote online 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
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either of the joint shareholders (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor,
Justice of the Peace or Notary Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the
instructions below, not later than 11:00am on 3 September 2021.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.
Go online to vote.linkmarketservices.com/TRU 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 TruScreen Group Limited hereby appoint:

________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail address)

Or

________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail 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 11.00am on Tuesday 7 September
2021 and at any adjournment of that meeting 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
as he/she thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting or any
adjournment thereof.
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 during polling and your votes will not be counted computing the required majority, for that item
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
1. That the Board be authorised to fix the remuneration of RSM Hayes Audit Auckland
the Company’s auditors.
   
2. That Dr Dexter Cheung, who retires in accordance with the provisions of the
Constitution of the Company as a Director of the Company, and being eligible
offers himself for election , be elected as a Director of the Company.
   
3. That Mr Christopher Horn, who retires in accordance with the provisions of the
Constitution of the Company, and being eligible, offers himself for re-election, be
re-elected as a Director of the Company.
   
4. That the Directors of the Company are authorised to:
(a) issue up to 5,000,000 options to acquire ordinary shares in the Company, to
employees, contractors and Directors of the Company on the terms set out in the
Explanatory Notes accompanying this Notice of Meeting; and
(b) take all action, do all things and execute all documents and agreements
necessary or considered by them to be expedient to give effect to the issue of the
options.
   
5. That the Directors of the Company are authorised to:
(a) issue up to 5,000,000 options to acquire ordinary shares in the Company, to
Appointed Distributors of the Company on the terms set out in the Explanatory
Notes accompanying this Notice of Meeting; and
(b) take all action, do all things and execute all documents and agreements
necessary or considered by them to be expedient to give effect to the issue of the
options.
   

STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.