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 Thursday 30 September 2021.
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:
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Scan the QR code to vote now.
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For your proxy to be effective it must be received by 2:00 pm (New Zealand Time) Tuesday 28 September 2021.
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 30 September 2021. Shareholders can watch the proceedings using the below access details.
Topic: AFC AGM 2021. Date: 30 September 2021 Time: 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 Thursday 30 September 2021 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’s Auditors William Buck is reappointed as auditors.
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 Bo Xian (Charles) Cao, who retires by rotation and is eligible for re-election, be elected as a director of the Company.
5.
That Qiang (John) Li, who retires by rotation and is eligible for re-election, be elected as an independent director of
the Company.
6.
That Zilei (Jacky) Wang, who retires by rotation and is eligible for re-election, be elected as an independent director
of the Company.
7.
That Jingwei (Karen) Ma, having been appointed since the last annual meeting and who therefore retires and is eligible for
election, be elected as an 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 30 August 2021, the
Annual Meeting of shareholders will be held online via Zoom link on Thursday, 30
September 2021, 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 2021
Time: Sep 30, 2021 02:00 PM Auckland, Wellington
Join Zoom Meeting
https://us06web.zoom.us/j/2595915157?pwd=Rnh0NjByb3cydC9CWjd5NjRNSGox
UT09
Meeting ID: 259 591 5157
Passcode: AFC123
The Annual Report for the year ended 31 March 2021 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
CFO
0
8 September 2021
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

30 September 2021


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 30 September 2021.

Shareholders can watch the proceedings via this Zoom link

Topic: AFC AGM 2021
Time: Sep 30, 2021 02:00 PM Auckland, Wellington
Join Zoom Meeting
https://us06web.zoom.us/j/2595915157?pwd=Rnh0NjByb3cydC9CWjd5NjRN
SGoxUT09
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 Thursday 30 September 2021.

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 Wednesday 29
September 2021. 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’s Auditors William Buck is reappointed as
auditors.”
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 2021
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 Bo Xian (Charles) Cao, 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 Qiang (John) Li, who retires by rotation and is eligible for
re-election, be elected as an independent director of the
Company.”
8. Resolution 6: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution
pursuant to NZX Listing Rule 3.3.6:
“That Zilei (Jacky) Wang, who retires by rotation and is eligible
for re-election, be elected as an independent director of the
Company.”
9. Resolution 7: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution:
“That Jingwei (Karen) Ma, having been appointed since the last
annual meeting and who therefore retires and is eligible for
election, be elected as an director of the Company.”

10. General Business
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 Thursday
30 September 2021, through a virtual meeting platform only.

Explanatory Notes
Explanatory notes on Resolution 2 to 7 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 7.

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’s Share Registrar, Computershare Investor Services Ltd, either by
mailing to Computershare Investor Services Ltd, Private Bag 92119, Auckland
1142 New Zealand, or lodge your proxy appointment online at
www.investorvote.co.nz (in each case), so as to be received no later than 48
hours before the meeting is due to begin (i.e. before 2:00 pm on 28 September
2021).


By order of the Board



Hao Long

CFO
3 September 2021

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 2021.

Resolution 4 – 6 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. Three of those directors Boxian
(Charles) Cao, Qiang (John) Li, and Zilei (Jacky) Wang retires by rotation, and
being eligible for re-election, has offered himself for re-election.

Boxian (Charles) Cao
Mr. Bo Xian (Charles) Cao is a Chinese National and a New Zealand Citizen.
He moved to New Zealand in 1994 and he has over 22 years business
experience in China and New Zealand. He has held various executive positions
in export related sectors specifically primary industries (including Hydroponics)
and Skin Care industries. Mr. Cao has developed skills in trading between New
Zealand and Asian countries specializing in Hong Kong and China.
Mr. Cao joined AFC in 2016 and he is currently the non-executive director of
AFC Group Holdings Limited.

Qiang (John) Li
Mr. Qiang (John) Li had more than 10 years experience in the health industry
before he came to New Zealand in 2001 to study for his MBA qualification. He
joined GMP Dairy Limited in 2004. He gained experience in R&D, purchasing,
production department. He’s also promoted New Zealand health products into

the Chinese market successfully while he was working with GMP. He joined the
GMP management group in 2010, and during that time promoted the “KAWALA”
brand of milk products into the Chinese market. Mr. Li joined AFC in 2016 and
he is currently the independent director of AFC Group Holdings Limited.

Zilei (Jacky) Wang
Mr. Wang graduated from Shanghai International Studies University, where he
obtained a master’s degree of Arts in English Language and Literature. He is a
member of The Chinese Institute of Certified Public Accountants (CICPA) and
has business experience in corporate finance, cross-border M&A, corporate
governance, and financial management in New Zealand. He sits on the Board
of several private companies in New Zealand. Mr. Wang joined AFC in 2018
and he is currently the independent director of AFC Group Holdings Limited.

Resolution 7 - Re-election of Director

The Company has one director that was appointed as a director by the directors
after the last annual meeting, she is required by NZX Listing Rule 3.2.3 to retire
at the meeting but is eligible for re-election at the meeting.

Jingwei (Karen) Ma
Ms Jingwei Ma graduated from Japan Aichi University in 2010, major in
International Relations. She is a visionary entrepreneur who own a business in
the education sector and operates two female fitness clubs in Xi’an China. Both
of her businesses have achieved remarkable results.