Notice of Annual Meeting

MARKET RELEASE
27 October 2022

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 at the Dome, Auckland War Memorial Museum, Auckland Domain, Parnell,
Auckland on Monday, 28 November 2022, commencing at 2.00 pm.

ENDS

For further information please contact:
Victor Tan
Company Secretary
vtan@bremworth.co.nz
+64 27 668 8963

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Notice is hereby given that the 2022 Annual Meeting of shareholders of
Bremworth Limited will be held at the Dome, Auckland War Memorial Museum,
Auckland Domain, Parnell, Auckland 1010 on Monday, 28 November 2022,
commencing at 2.00 pm ("Notice of Meeting").
NOTICE OF 2022
ANNUAL MEETING

DEAR SHAREHOLDER
On behalf of the Board of Directors ("Board"), I am
pleased to invite you to the 2022 Annual Meeting
("Annual Meeting") of shareholders of Bremworth
Limited ("Company") to be held at the Dome, Auckland
War Memorial Museum, Auckland Domain, Parnell,
Auckland 1010 on Monday, 28 November 2022,
commencing at 2.00 pm.
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 2022 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 John Rae:
That John Rae, 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 - Election of Katherine Turner:
That Katherine Turner, who was appointed as a director
by the Board on 24 February 2022 and who is eligible
for election, be elected as a director of the Company.
See also Explanatory Note 2.
Resolution 3 - Auditor’s remuneration:
That the directors be authorised to fix the remuneration
of the auditor. See also Explanatory Note 3.
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
21 October 2022
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.
John Rae
B.Com., LLB, CMInstD
Independent director
Term of office
Appointed as a director on 10 July 2015
Last re-elected 27 November 2019 Annual Meeting
Board Committees
Audit, Remuneration and Nomination
Profile
John has been an independent director of the Company
since July 2015.
During his tenure on the Board, he has served as Chair
of both the Board’s Audit and Remuneration Committees.
John is currently a member of the Board’s Audit,
Remuneration and Nomination Committees.
John has degrees in Law and Commerce and spent
his early career in banking in New Zealand and London
in various treasury and capital market roles for 10 years
before returning to New Zealand and undertaking a
number of private equity, venture capital and corporate
finance transactions in Australasia.
He is an experienced company director and is currently
Chairman of Ngapuhi Asset Holding Company Limited,
Thos Corson Holdings Limited, Wet Gisborne Limited
and Te Rahui Herenga Waka Whakatane GP. He is also
Chairman of the Advisory Board of Abodo Limited and
a director of Corson Grain Limited.
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, John Rae must retire.
The other directors unanimously support the re-election
of John Rae as a director.
The Board has determined that John will continue to be an
independent director.
1. ORDINARY RESOLUTION 1:
Re-election of John Rae
NOTICE OF ANNUAL MEETING 2022
2

Katherine Turner
B.Com., CA, CMInstD
Independent director
Term of office
Appointed as a director on 24 February 2022
Board Committees
Audit (Chairman) and Remuneration
Profile
Katherine was appointed a director by the Board on
24 February 2022.
She is Chairman of the Board’s Audit Committee and
a member of the Board’s Remuneration Committee.
Katherine is a highly experienced finance executive and
respected leader and a qualified Chartered Accountant.
She is a member of the NZ Institute of Directors.
Katherine has held a variety of senior finance and
commercial roles in medium and large multinational
companies, including Fonterra and Danone. She is
currently Vice President Finance for TOMRA Fresh Food
and prior to this was Chief Financial Officer at Sanford
Limited for three years.
Pursuant to NZX Listing Rule 2.7.1, a director appointed by
the Board must not hold office (without election) past the
next annual meeting following the director's appointment,
but is eligible for election. Accordingly, Katherine Turner
must retire.
The other directors unanimously support the election of
Katherine Turner as a director.
The Board has determined that Katherine is an
independent director.
2. ORDINARY RESOLUTION 2:
Election of Katherine Turner
3

EXPLANATORY NOTES
(CONT'D)
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.
Pursuant to section 207T of the Companies Act 1993, PwC
is automatically reappointed as external auditor for the
financial year ending 30 June 2023 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.
3. ORDINARY RESOLUTION 3:
Auditor's remuneration
NOTICE OF ANNUAL MEETING 2022
4

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
Saturday, 26 November 2022 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 a director
standing for re-election or election will abstain from
voting discretionary proxies in respect of his or her
own re-election or 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.
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 Saturday, 26 November 2022 (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 2022
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 Saturday, 26 November 2022 (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 2022.
7

IMPORTANT
INFORMATION
Maunsell Rd
Domain Dr
Titoki St
Parnell Rd
Cenotaph Rd
Auckland War
Memorial Museum
Auckland War Memorial Museum
Underground Carpark Entrance
VENUE PARKING DETAILS
Please see below for direction to the Auckland War Memorial Museum
Underground Carpark entrance.
Free parking is available.
Security will assist with directing you to the venue within the Museum.
NOTICE OF ANNUAL MEETING 2022
8

KEY DATES
All times given are New Zealand times
2.00 pm
Saturday, 26 November 2022
Latest time for receipt of proxy appointments
and postal votes
5.00 pm
Saturday, 26 November 2022
Record date for determining voting entitlements
at the Annual Meeting of shareholders
2.00 pm
Monday, 28 November 2022
Annual Meeting of shareholders
9

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
Bremworth Limited 2022 Annual Meeting The Dome, Auckland War Memorial Museum,
Auckland Domain, Parnell, Auckland 1010 on Monday, 28 November 2022 at 2.00 pm.
For those shareholders who propose to attend the meeting, the Directors and management look forward to
presenting to you our interactive product displays which will showcase the latest interior design trends and our
progress towards compostable products, while also hosting you for refreshments after the meeting.
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
By Email
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
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 Saturday, 26 November 2022.
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 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
If you propose to attend the meeting, please bring this Proxy/Postal Voting Form to
assist with registration.
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.
Turn over to complete the form to vote
To assist with catering, we would be most grateful if you could e mail kmain@bremworth.co.nz your CSN/Shareholder Number and the number attending.
Alternatively, you can call Kerry Main on +64 21 956 225.

SIGN
of
of
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
Signature of Shareholder(s) This section must be completed.
hereby appoint
or failing him/her
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions set out above at the Annual Meeting of Bremworth
Limited to be held at the Dome, Auckland War Memorial Museum, Auckland Domain, Parnell, Auckland 1010 at 2.00 pm on Monday, 28 November 2022 and at any
adjournment of that 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
ATTENDANCE SLIP
Annual Meeting of Bremworth Limited to be held at
the Dome, Auckland War Memorial Museum, Auckland
Domain, Parnell, Auckland 1010 at 2.00 pm on
Monday, 28 November 2022
Voting Instructions/Voting Paper
STEP 1
Please note: Whether or not you are planning to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
Ordinary Resolutions
1.
Re-election of John Rae:
That John Rae, who retires and who is eligible for re-election, be re-elected as a director of the Company. See also
Explanatory Note 1.
2.
Election of Katherine Turner:
That Katherine Turner, who retires and who is eligible for election, be elected as a director of the Company. See also
Explanatory Note 2.
3.Auditor’s remuneration:
That the directors be authorised to fix the remuneration of the auditor. See also Explanatory Note 3.
Please tick one box
ForAgainstAbstain
Proxy
Discretion
Appointment of Proxy
STEP 2
If you do not name a person as your proxy or your named proxy does not attend the meeting, the Chairman of the meeting will be appointed as your proxy.
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Shareholder(s) Questions
Shareholders participating in the 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 on Saturday, 26 November 2022.