Notice of Annual Meeting

MARKET RELEASE
26 October 2021

Notice of Annual Meeting of Shareholders

Bremworth Limited (NZX: BRW) has today released its Notice of Annual Meeting of shareholders.

The meeting will be held online via Computershare’s online meeting platform at
https://meetnow.global/NZ on Thursday, 25 November 2021 commencing at 2.00 pm.

ENDS

For further information please contact:
Jackie Ellis
Media and Investor Relations
Jackie@ellisandco.co.nz
+64 27 246 2505

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25 NOVEMBER 2021
NOTICE OF
ANNUAL MEETING
Notice is hereby given that the 2021 Annual Meeting of shareholders of
Bremworth Limited will be held online via Computershare’s online meeting
platform at https://meetnow.global/NZ on Thursday, 25 November 2021,
commencing at 2.00 pm ("Notice of Meeting").

DEAR SHAREHOLDER
On behalf of the Board of Directors ("Board"), I am
pleased to invite you to the 2021 Annual Meeting
("Annual Meeting") of shareholders of Bremworth
Limited ("Company") to be held online
at https://meetnow.global/NZ on Thursday,
25 November 2021, commencing at 2.00 pm.
We are holding the Annual Meeting online as a result of
the ongoing uncertainty relating to COVID-19 and the
importance of keeping our shareholders and our people
safe in the current environment.
This decision has not been taken lightly as we appreciate
how important it is for the directors to be able to meet
with shareholders in person. However, after careful
consideration, we have decided that the risk of the virus
to our community means that it is only appropriate to
again hold the Annual Meeting online this year.
Shareholders who have not participated in an online
meeting will find the notes on how to participate in
virtual meetings on page 5 useful.
If you have any questions, or need assistance with the
online process, please contact Computershare on
+64 9 488 8777 between 8.30am and 5.00pm Monday
to Friday.
The items of business to be dealt with at the Annual
Meeting are set out below, and I refer you to the
procedural notes on pages 6 and 7 for further detail.
ITEMS OF BUSINESS
A. Chairman’s address
B. Chief Executive Officer’s address
C. Shareholder questions and discussion
of 2021 annual report
D. Ordinary resolutions
To consider and, if thought fit, to pass the following
ordinary resolutions (which require the approval of
a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution):
Resolution 1 – Re-election of George Adams:
That George Adams, who retires and who is eligible for
re-election, be re-elected as a director of the Company.
See also Explanatory Note 1.
Resolution 2 – Auditor’s remuneration:
That the directors be authorised to fix the remuneration
of the auditor. See also Explanatory Note 2.
E. Other business
To consider any other business that may properly be
brought before the Annual Meeting.
Transcripts of the Chairman’s and Chief Executive Officer’s
addresses to the Annual Meeting, and any accompanying
slide presentations, will be released to the NZX market
announcement platform and posted on the Company’s
website at the same time as they are delivered to the
Annual Meeting.
George Adams
Chairman
22 October 2021
LETTER FROM THE
CHAIRMAN AND ITEMS
OF BUSINESS
1

EXPLANATORY
NOTES
The purpose of these explanatory notes ("Explanatory Notes")
is to provide shareholders with information on the matters
to be considered at the Annual Meeting.
George Adams
DipFSA(Hons), FCA, CFInstD
Independent Chairman of the Board
Term of office
Appointed as a director on 1 June 2018
Last elected 30 October 2018 Annual Meeting
Board Committees
Nomination (Chairman), Audit and Remuneration
Profile
George has been an independent director of the Company
since June 2018.
He was appointed Chairman of the Board and Chairman
of the Board’s Nomination Committee in July 2020 and is
also a member of the Board’s Audit and Remuneration
Committees.
George brings outstanding commercial and governance
experience from more than 25 years of international
business experience in the fast-moving consumer goods
and telecommunications industries, as well as a strong
background in occupational health and safety.
George was previously Managing Director of Coca-Cola
Amatil New Zealand and Fiji, a role he held for 10 years.
During this time, George also chaired the New Zealand
Food and Grocery Council. Prior to moving to New Zealand
in 2003, George was Finance Director of British Telecom
Northern Ireland and Group Finance Director of
Dublin-based bottling company Molino Beverages.
Pursuant to NZX Listing Rule 2.7.1, a director must not
hold office (without re-election) past the third annual
meeting following the director's appointment or three
years, whichever is longer. A retiring director is eligible
for re-election. Accordingly, George Adams must retire.
The other directors unanimously support the re-election
of George Adams as a director.
The Board has determined that George will continue to be
an independent director.
1. ORDINARY RESOLUTION 1:
Re-election of George Adams
NOTICE OF ANNUAL MEETING 2021
2

The Companies Act 1993 requires the Company to appoint
an auditor and provides that the fees and expenses of an
auditor appointed at an annual meeting can be fixed in the
manner determined at that meeting.
In May 2021, following a formal request for proposal
process for the provision of external audit services, the
Company appointed PricewaterhouseCoopers (“PwC”) as
external auditor for the financial year ending 30 June 2021.
Pursuant to section 207T of the Companies Act 1993, PwC
is automatically reappointed as external auditor for the
financial year ending 30 June 2022 at the Annual Meeting.
Section 207S of the Companies Act 1993 provides that the
remuneration of the auditor is to be fixed in such a manner
as the Company determines at the Annual Meeting.
The Board unanimously recommends that, consistent with
commercial practice, the auditor’s remuneration should be
fixed by the directors.
Authority for the directors to fix the remuneration of the
auditors is given by way of resolution at each annual
meeting of shareholders of the Company.
2. ORDINARY RESOLUTION 2:
Auditor's remuneration
3

Grant Biel B.E. (Mech.)
The decision by Grant Biel to not offer himself for re-
election at the Annual Meeting means that he will retire
as a director at the conclusion of the Annual Meeting.
The Board takes this opportunity to thank, on behalf of
shareholders, management and staff, Grant for his
contribution to the Board and the Company.
The Company owes Grant a debt of gratitude for his
services over a period spanning almost four decades.
Alongside co-founder, Tony Timpson, Grant created
Bremworth and has helped guide its progression from
a tin shed operation to be New Zealand’s leading carpet
manufacturer today.
Grant will continue his association with Bremworth as the
Company’s first ever Director Emeritus, a position he will
hold for life. The honorary appointment is in recognition of
the pivotal role Grant has played in our history.
RETIREMENT OF GRANT BIEL
EXPLANATORY NOTES
(CONT'D)
NOTICE OF ANNUAL MEETING 221
4

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.
5

VOTING
As required by NZX Listing Rule 6.1.1, the Chairman of the
Annual Meeting will be calling a poll in relation to all the
resolutions to be put to shareholders at the Annual Meeting
so that the results will be determined on the basis of one
vote per share held.
No shareholder is prohibited from voting on the resolutions
and all shareholders will vote together as one class.
PERSONS ENTITLED
TO VOTE
For the purposes of voting at the Annual Meeting, only
those shareholders registered as such as at 5.00 pm on
Tuesday, 23 November 2021 shall be entitled to attend and
exercise the right to vote at the Annual Meeting and only
the shares registered in those shareholders’ names at that
time may be voted at the Annual Meeting.
DIRECTORS' INTENTION
TO VOTE
Where shareholders appoint the directors of the Company,
including the Chairman, as their proxy and expressly grant
the directors discretion on how to cast their votes, the
directors have advised that they intend to vote in favour
of all resolutions, except that the Chairman will abstain
from voting discretionary proxies in respect of his own
re-election.
PROXIES AND CORPORATE
REPRESENTATIVES
Any shareholder who is entitled to attend and vote at the
Annual Meeting may appoint a proxy (or representative in
the case of a corporate shareholder) to attend and vote
instead of him or her. A proxy need not be a shareholder of
the Company. A shareholder may appoint the Chairman of
the Annual Meeting or any other director as his or her proxy
if he or she wishes.
In addition, where a shareholder does not name a person as
their proxy but otherwise completes the proxy and postal
voting form in full, or where a shareholder's named proxy
does not attend the Annual Meeting, the Chairman of the
Annual Meeting will act as that shareholder's proxy and will
vote in accordance with that shareholder's express
direction and, if expressly granted a discretion on how to
vote, will vote in favour of all resolutions, except that the
Chairman will abstain from voting discretionary proxies in
respect of his own re-election.
To appoint a proxy, shareholders should complete the
relevant sections of the proxy and postal voting form
accompanying this Notice of Meeting which must be
deposited with the Company using one of the methods
outlined on the proxy and postal voting form by 2.00 pm
on Tuesday, 23 November 2021 (being 48 hours before the
start of the meeting). These methods include:
1. lodging the proxy appointment online on the website of
the Company’s share registrar www.investorvote.co.nz;
or
2. returning the signed proxy and postal voting form to the
Company’s share registrar (a) using the reply-paid
envelope provided; (b) by faxing to +64 9 488 8787; or
(c) by e-mailing to corporateactions@computershare.
co.nz.
PROCEDURAL
NOTES
NOTICE OF ANNUAL MEETING 221
6

POSTAL VOTING
Shareholders entitled to attend and vote at the Annual
Meeting may cast a postal vote instead of attending in
person or appointing a proxy to attend. Victor Tan, the
Company Secretary, has been authorised by the Board
to receive and count postal votes at the Annual Meeting.
To cast a postal vote, shareholders should complete the
relevant sections of the proxy and postal voting form
accompanying the Notice of Meeting which must be
deposited with the Company using one of the methods
outlined on the proxy and postal voting form by 2.00 pm
on Tuesday, 23 November 2021 (being 48 hours before
the start of the meeting). These methods include:
1. lodging the postal vote online on the website of the
Company’s share registrar www.investorvote.co.nz; or
2. returning the signed proxy and postal voting form to
the Company’s share registrar (a) using the reply-paid
envelope provided; (b) by faxing to +64 9 488 8787; or
(c) by e-mailing to corporateactions@computershare.
co.nz.
ONLINE PROXY APPOINTMENT
AND POSTAL VOTING
To lodge proxy appointments and postal voting online,
shareholders will need to follow the prompts online at
www.investorvote.co.nz. Shareholders will require their
CSN/Securityholder Number and postcode (if in
New Zealand) or country of residence (if outside
New Zealand) and the secure access control number, all
of which can be found on the proxy and postal voting form
accompanying the Notice of Meeting.
Alternatively, shareholders can scan the QR code that
appears on their proxy and postal voting form with their
smartphone or tablet and follow the directions provided.
To scan the code, shareholders need to have already
downloaded a free QR code reader to their tablet or
smartphone. When scanned, the QR code will take them
directly to the mobile voting site.
SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have
the opportunity to ask questions when invited to during
the Annual Meeting. Alternatively, shareholders can submit
questions ahead of the Annual Meeting by writing to the
Board and submitting it to the Company in the reply-paid
envelope or by email to KMain@bremworth.co.nz.
Motions will not be allowed from the floor.
The Company’s external auditor, PwC, will be available
during the Annual Meeting to answer questions from
shareholders in respect of the external audit function and
the audit of the financial statements for the year ended
30 June 2021.

7

KEY DATES
All times given are New Zealand times
2.00 pm
Tuesday, 23 November 2021
Latest time for receipt of proxy appointments
and postal votes
5.00 pm
Tuesday, 23 November 2021
Record date for determining voting entitlements
at the Annual Meeting of shareholders
2.00 pm
Thursday, 25 November 2021
Annual Meeting of shareholders
IMPORTANT
INFORMATION
NOTICE OF ANNUAL MEETING 221
8

9

NOTICE OF ANNUAL MEETING 2021
Bremworth Ltd

7 Grayson Avenue, Auckland 2104,
PO Box 97040, Auckland 2241
Telephone: 64-9-277-6000
www.bremworth.co.nz

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Proxy/Postal Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode (if inside New Zealand) or country of residence (if outside
New Zealand) to securely access InvestorVote. Then follow the prompts to appoint your proxy and exercise your vote
online.
Lodge your proxy or postal vote
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
www.investorvote.co.nz
Lodge your proxy or postal vote online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy appointment or postal vote to be effective it must be received by 2.00 pm Tuesday, 23 November 2021.
Notes
No shareholder is prohibited from voting on the proposed resolutions and all
shareholders will vote together as one class. You may cast your vote in one of the
four ways described below. You may abstain from voting on any or all of the
resolutions.
(a) Online
Lodge your postal vote online at www.investorvote.co.nz.
(b) Casting a postal vote
You may cast a postal vote by completing the FOR, AGAINST or ABSTAIN boxes in
'Step 1' overleaf, signing this Proxy/Postal Voting Form and returning it to the share
registrar.
(c) Appointing a proxy
You may appoint a proxy to attend the virtual meeting and either direct the
proxy as to how to vote or give the proxy discretion as to how to vote on the
resolutions by completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION boxes
in 'Step 1' overleaf, completing the appointment of proxy details in 'Step 2'
overleaf, signing this Proxy/Postal Voting Form and returning it to the share registrar.
Alternatively, you may appoint your proxy online at www.investorvote.co.nz.
A proxy does not need to be a shareholder of the Company. The Chairman of the
meeting, or any other director, is willing to act as proxy for any shareholder who
wishes to appoint him or her for that purpose.
(d) Attending the meeting virtually
If you propose to attend the meeting, please read the Virtual Meeting Guide on page 5
of the Notice of Meeting prior to the meeting. You can participate in the meeting virtually
through the web platform https://meetnow.global/nz and entering the meeting. You
will be able to view presentations, ask questions and cast your vote from your own
computer, mobile or similar device. For any assistance with the process, please contact
Computershare on +64 9 488 8777 between 8.30am-5.00pm Monday to Friday.
Signing Instructions for Proxy/Postal Voting Form
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign.
Power of Attorney
If this 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 form.
Companies
This form should be signed by a director jointly with another director, or a
sole director can sign alone. Please sign in the appropriate place and indicate
the office held.
Important note: Where a shareholder does not name a person as their proxy
but otherwise completes the proxy form in full, or where a shareholder’s named
proxy does not attend the Annual Meeting, the Chairman of the meeting will act
as that shareholder’s proxy and will vote in accordance with that shareholder’s
express direction and, if expressly granted a discretion on how to vote, will vote
in favour of the resolutions except that the Chairman will abstain from voting
discretionary proxies in respect of his own re-election.
Turn over to complete the form to vote
VIRTUAL ANNUAL MEETING
Given the uncertainty around the COVID-19 environment, the Annual Meeting will be held online only.
All shareholders will have the opportunity to attend and participate in the Annual Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone) even if a proxy has been appointed. The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide on page 5 of the accompanying Notice of Meeting.

Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below and returning this form.
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
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). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (Phone): and (Email):
Ordinary Resolutions
1.
Re-election of George Adams:
That George Adams, who retires and who is eligible for re-election, be re-elected as a director of the Company. See also
Explanatory Note 1.
2.
Auditor’s remuneration:
That the directors be authorised to fix the remuneration of the auditor. See also Explanatory Note 2.
Voting Instructions/Voting Paper
STEP 1
Appointment of Proxy
If you do not name a person as your proxy or your named proxy does not attend the virtual meeting, the Chairman of the meeting will be appointed
as your proxy.
Please note: Whether or not you are planning to attend the virtual meeting, you may cast a postal vote or appoint a proxy to vote at the
virtual meeting.
Please tick one box
For
AgainstAbstain
Proxy
Discretion
STEP 2
hereby appointof
or failing him/herof
as my/our proxy to act generally at the virtual meeting on my/our behalf and to vote in accordance with the directions set out above at the Virtual Annual Meeting of
Bremworth Limited to be held online at 2.00 pm Thursday, 25 November 2021 and at any adjournment of that virtual meeting, and to vote on any resolutions to amend
the resolutions and on any resolutions so amended.
I/We being a shareholder/s of Bremworth Limited
Shareholders participating in the virtual Annual Meeting will have the opportunity to submit questions when invited to during the meeting. Alternatively, shareholders can
submit questions ahead of the meeting by completing the section below and returning this form in the reusable reply-paid envelope or by emailing kmain@bremworth.
co.nz by 2.00 pm Tuesday, 23 November 2021.
Signature of Shareholder(s) This section must be completed.
SIGN
Shareholder(s) Questions
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date