Notice of Annual Meeting and Proxy Voting Form

AFC GROUP HOLDINGS LIMITED
(Listed on the NZX: AFC)
Level 15, Tower Two, 205 Queen Street, Auckland CBD
Ph: +64 (09) 930-0245

Notice of Annual Meeting and Proxy Voting Form

Further to AFC Group Holdings Limited (AFC) announcement of 2
nd
August 2022,
please note the change of date: it was the company’s intention to hold the Annual
Meeting via Zoom link on Monday, 5th September 2022 at 2:00 pm, but the revised
date is now Friday 16 September 2022, 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 2022
Time: Sep 16, 2022 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 2022 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
16 August 2022

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 NZX: AFC)
Suite A, Level 15, Tower II
205 Queen Street
Auckland
Ph: +64 (09) 930-0245


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

16 September 2022


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 16 September 2022.

Shareholders can watch the proceedings via this Zoom link

Topic: AFC AGM 2022
Time: Sep 16, 2022 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 Friday 16 September 2022.

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 Thursday 15
September 2022. 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 2022.
“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 shareholders authorise the directors to fix the fees and
expenses of the auditor for the financial year ending 31 March 2023
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 NZX Listing Rule 3.3.6:
“That Yang Xia, who retires by rotation and is eligible for re-
election, be elected as a non-executive 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 NZX Listing Rule 3.3.6:
“That Bo Xian (Charles) Cao, 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 Jingwei (Karen) Ma, who retires by rotation and is eligible
for re-election, be elected as an executive director of the
Company.”
9. Resolution 7: Appointment of Director
To consider and, if thought fit, to pass the following ordinary resolution:
“That Shuang (Simon) Xia be appointed as a non-executive
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 Friday
16 September 2022, 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 by delivering it to the Company’s Share Registrar, Computershare
Investor Services Ltd, Level 2, 159 Hurstmere Road, Takapuna, Auckland or by
posting it to The Share Registrar, AFC Group Holdings Limited, c/o
Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142, New
Zealand (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 14 September 2022).


By order of the Board



Hao Long

CFO
16 August 2022

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 2023.

Resolution 4 – 6 Re-election of Director

Pursuant to NZX 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 Yang Xia,
Boxian (Charles) Cao, and Jingwei (Karen) Ma retire by rotation, and being
eligible for re-election, has offered themselves for re-election.

Yang Xia
Mr. Yang Xia is a Chinese National with more than 30 years of experience in
commerce and finance. Prior to starting his own business, he held management
and leadership roles in the Chinese Government’s finance department and in
major nationally owned Chinese companies. He is a former director general of
the Anhui Chaohu Foreign Trade and Economic Relations Commission. He
currently holds directorships in various Chinese companies spanning a range
of industries.
In 2007 Mr Xia formed his own investment company, Guangdong Yinrui
Investment & Management Company. While a majority of his investments are
in China, he has also invested in a chemical company in Thailand. Mr Xia is
currently in the process of expanding his investment activities into Australia and
New Zealand having founded NZ Silveray Group Limited in February 2014.

Boxian (Charles) Cao
Mr. Bo Xian 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 specialising in Hong Kong and China.
Mr. Cao joined AFC in 2016 and he is currently the director of AFC Group
Holdings Limited, and Chairman of the Audit and Risk committee.

Jingwei Ma
Ms Jingwei Ma was appointed director of AFC Group Holdings Limited on 29
March 2021. Ms Jingwei Ma graduated from Japan Aichi University in 2010,
major in International Relations. She is a visionary entrepreneur who owns a
business in the education sector and operates two female fitness clubs in Xi’an
China. Both of her businesses have achieved remarkable results.
Ms Ma has brought her governance expertise and trading channels to AFC to
stimulate the international trade sector.

Resolution 7 - Appointment of Director

Shuang (Simon) Xia
Mr. Shuang (Simon) Xia studied Commerce in the UK and New Zealand. He
has successful experience in running business in commercial and investment
sector. Mr. Shuang (Simon) Xia has been the Chief Executive Officer of AFC
Biotechnology Manufacture Co Limited since June 2019 and brings his
expertise to explore the sales channels for AFC.

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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 Wednesday, 14 September 2022.
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:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:00 pm (New Zealand Time) Wednesday, 14 September 2022.
ZOOM ANNUAL MEETING
A
FC 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 Friday, 16 September 2022. Shareholders can watch the proceedings using the below access details. Topic:
AFC AGM 2022. Date: Friday, 16 September 2022 Time: 02:00 pm Auckland, Wellington.
Join Zoom Meeting https://us06web.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 Friday, 16 September 2022 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 Yang Xia, who retires by rotation and is eligible for re-election, be elected as a non-executive director of the Company.
5.
That Bo Xian (Charles) Cao, who retires by rotation and is eligible for re-election, be elected as an independent director of
the Company.
6.
That Jingwei (Karen) Ma, who retires by rotation and is eligible for re-election, be elected as an executive director of the
Company.
7.
That Shuang (Simon) Xia be appointed as a non-executive 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):