TruScreen Shareholder Meeting

1 August 2022
Annual Meeting

Dear fellow Shareholder,
I am pleased to invite shareholders to the 2021 Annual Meeting (AM) of TruScreen Group Limited.
scheduled for 6 September 2022.
The details of the Annual Meeting are as follows:
To be held in the Boardroom of Link Market Services, Level 30 PWC Tower 15 Customs Street West
Auckland and online at https://www.virtualmeeting.co.nz/tru22

Shareholders attending and participating in the Annual Meeting in person or 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: 6 September 2022
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

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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1
T
RUSCREEN GROUP LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
N
otice is given that the Meeting will be held at:
TIME: 11:00am
DATE: Tuesday 6 September 2022
PLACE: Link Market Services Level 30 PWC Tower 15 Customs Street
West Auckland and online at www.virtualmeeting.co.nz/tru22
The business of the Meeting affects your shareholding and your vote is i mportant.
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 tho
se who are registered Shareholders at 5:00pm on
5 September 2022.

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Notice is hereby given that the Annual Meeting of Shareholders of Truscreen Group Limited (the
"Company”) will be held in the Boardroom of Link Market Services, Level 30, PWC Tower 15 Customs
Street West Auckland and online at www.virtual meeting.co.nz/tru22 on 6 September 2022 at
11 .00am, Auckland time.
BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
T
o receive and consider the Annual Report of the Company for the financial year ended 31
March 2022.
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.RE-ELECTION OF ANTHONY HO 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
“That Mr Anthony Ho, who retires in accordance with the provisions of the Constitution of t
he
Company, and being eligible, offers himself for re-election, be re-elected as a Director of the
Company.”
6
.
OTHER BUSINESS
B
y Order of the Board of Directors
A
nthony Ho
Chairman

3

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
https://investorcentre.linkmarketservices.co.nz/voting/TRU. You will require your CSN/Holder Number and
Authorisation Code (FIN).
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 6 September 2022.
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
There are no voting restrictions.

4

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. As required by NZX Listing
Rules, all resolutions will be determined by poll.


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 - RE-ELECTION OF ANTHONY HO AS A DIRECTOR – ORDINARY
RESOLUTION
2.1 In terms of the constitution of the Company and the Listing Rules, Mr Anthony Ho is required to
retire from his role as a director of the Company at the Annual General Meeting. Mr Anthony Ho is
eligible to be re-elected as a director at the Annual General Meeting.

2.2 The qualification and material directorships of Mr Anthony Ho is as outlined below:.
Independent Non-Executive Chairman BCom UNSW, CA, FCIS, FAICD, FGIA
Tony has a Bachelor of Commerce degree from The University of New South Wales, Sydney, and is
a member of Chartered Accountants Australia and New Zealand, a Fellow of the Australian Institute
of Company Directors, a Fellow of the Institute of Chartered Secretaries and Administrators, and the

5

Governance Institute of Australia. He has also completed post graduate studies in Marketing at the
University of Technology, Sydney, and a past Fellow of the Australian Marketing Institute
Tony holds a number of non-executive directorships with a number of ASX and NZX listed companies.
He is currently the Non-Executive Chairman of Bioxyne Limited (ASX:BXN) and Cannasouth Limited
(NZX:CBD) and a Non-Executive Director (previously Chairman) of Greenland Minerals Limited
(ASX:GGG),
Tony was executive director of Arthur Yates & Co Limited, retiring from that position in April 2002.
He was previously a director of Yates New Zealand Limited. Prior to joining commerce, Tony was
a partner of Cox Johnston & Co, Chartered Accountants, which has since merged with Ernst & Young.
2.3 The Board is of the view that Mr Anthony Ho qualifies as an “independent director” of the
Company (as that term is defined in the Listing Rules).
2.4 The Board (with Mr Ho abstaining) recommends that shareholders vote in favour of this
resolution.

6

SCHEDULE 1 DEFINITIONS

this Notice and Explanatory Statement:

$ or NZ$ means New Zealand dollars.

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

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.

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
Online:
vote.linkmarketservices.com/TRU
Scan & email:
meetings@linkmarketservices.com
Mail:
Use the reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, 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 FOR TRUSCREEN GROUP LIMITED’S 2022 ANNUAL MEETING
The Annual Meeting of TruScreen Group Limited (TruScreen) will be held in the Boardroom of Link Market Services, Level 30, PWC Tower 15
Customs Street West Auckland and online at www.virtualmeeting.co.nz/tru22
on Tuesday 6 September 2022 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, Sunday 4 September 2022.
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 and 2.

Attending the meeting
If you propose to attend the Annual Meeting in person, please bring this Proxy Form to the meeting to assist with your registration. All shareholders
must register with Link Market Services prior to entering the meeting room.

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 4 September 2022.

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 6 September
2022 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 Mr Anthony Ho, 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.

   

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.