Truscreen Annual meeting Notice

28 July 2023
Annual Meeting

Dear fellow Shareholder,
I am pleased to invite shareholders to the 2023 Annual Meeting (AM) of TruScreen Group Limited
scheduled for 29 August 2023.
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/tru23
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: 29 August 2023
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:
Dr. Beata Edling
Chief Executive Officer
Beataedling@truscreen.com

Guy Robertson
Chief Financial Officer
guyrobertson@truscreen.com

About TruScreen:
TruScreen Group Limited (NZX/ASX: TRU) is a medical device company that has developed and
manufactures an AI-enabled device for detecting abnormalities in the cervical tissue in real-time via
measurements of the low level of optical and electrical stimuli.
TruScreen’s cervical screening technology enables cervical screening, negating sampling and
processing of biological tissues, failed samples, missed follow-up, discomfort, and the need for costly,
specialised personnel and supporting laboratory infrastructure.
The TruScreen device, TruScreen Ultra®, is registered as a primary screening tool for cervical cancer
screening.
The device is CE Marked/EC certified, ISO 13485 compliant and is registered for clinical use with the
TGA (Australia), MHRA (UK), NMPA (China), SFDA (Saudi Arabia), Roszdravnadzor (Russia), and
COFEPRIS (Mexico). It has Ministry of Health approval for use in Vietnam, Zimbabwe, Israel, Ukraine,
and the Philippines, among others and has distributors in 29 countries. In 2021, TruScreen
established a manufacturing facility in China for devices marketed and sold in China.
TruScreen technology has been endorsed in CSCCP’s (Chinese Society for Colposcopy and Cervical
Pathology) China Cervical Cancer Screening Management Guideline.
TruScreen has been recognised in a China Blue Paper “Cervical Cancer Three Stage Standardized
Prevent and Treatment” published on 28 April 2023.
To date, over 170000* examinations have been performed with TruScreen device and over 200
devices have been installed and used in China, Vietnam, Mexico, Zimbabwe, Russia, and Saudi
Arabia. TruScreen’s vision is “A world without the cervical cancer
©
”.
To learn more, please visit: www.truscreen.com/.
*Based on Single Use Sensor sales.

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TRUSCREEN GROUP LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Meeting will be held at:
TIME: 11:00am
DATE: Tuesday 29 August 2023
PLACE: Link Market Services Level 30 PWC Tower 15 Customs Street
West Auckland and online at www.virtualmeeting.co.nz/tru23






The business of the Meeting affects your shareholding and your vote is important.
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 those who are registered Shareholders at 5:00pm on 27
August 2023.

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Notice is hereby given that the Annual Meeting of Shareholders of Truscreen Group Limited (the
"Company”) will be held at the offices of Link Market Services, Level 30, PWC Tower 15 Customs
Street West Auckland and online at www.virtual meeting.co.nz/tru23 on 29 August 2023 at 11.00am,
Auckland time.
BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Annual Report of the Company for the financial year ended 31
March 2023. No formal approval is required.
A presentation will be made by Dr Beata Edling, Chief Executive Officer of Truscreen Group
Limited.
To consider and, if thought fit, pass the following resolutions:
1. REMUNERATION OF AUDITORS – ORDINARY RESOLUTION
That the Board be authorised to fix the remuneration of RSM Hayes Audit Auckland the
Company’s auditors.
2. RE-ELECTION OF MRS. JULIET HULL AS A DIRECTOR – LISTING RULE 2.2.1(b) -
ORDINARY RESOLUTION
That Mrs Juliet Hull, who retires in accordance with the provisions of the Constitution of the
Company, and being eligible, offers herself for re-election, be re-elected as a Director of the
Company.
3. RATIFICATION OF PRIOR ISSUE OF 20,000,000 SHARES – LISTING RULE 4.5.1(c) -
ORDINARY RESOLUTION
That shareholders ratify the previous issue by the Company on 22 March 2023 of 20,000,000
ordinary fully paid shares at an issue price of $0.03 per share.

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4. ISSUE OF UP TO 13,000,000 OPTIONS TO SENIOR EXECUTIVE AND DIRECTORS –
LISTING RULE 4.2 - ORDINARY RESOLUTION

That the Directors of the Company are authorised to:

(a) issue 7,000,000 options to acquire ordinary shares in the Company to the Chief
Executive Officer and 6,000,000 options to acquire shares in the Company to directors
of the Company on the terms set out in the Explanatory Notes accompanying this Notice
of Meeting; and
(b) take all action, do all things and execute all documents and agreements necessary or
considered by them to be expedient to give effect to the issue of the options.


By Order of the Board of Directors

Anthony Ho
Chairman

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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
vote.linkmarketservices.com/TRU
. You will require your CSN/Holder Number and Authorisation Code (FIN). AU
holders (Postcode).
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 11.00am on 27 August 2023.
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
Any shareholders of the Company who are Directors or Associated Persons (as that term is defined in the Listing
Rules) of the Directors of the Company are not entitled to vote in respect of resolution 4.

Those persons who are prohibited from voting on a resolution may not act as a discretionary proxy in respect of
a resolution, but may vote in accordance with express instructions.

The Chair shall vote any undirected proxies in favour of all of the resolutions with the exception of resolution 4
given the Chair is interested in that resolution.

The persons identified in Column 2 of the table below are unable to vote in favour of the resolutions listed in
Column 1.

Column 1
Resolution
Column 2
Disqualified Person
Resolution 3 Any person who has been issued, or has acquired, the Equity Securities which
are subject to ratification by that resolution, and any Associated Person of that
person
Resolution 4 Mr Ho, Mr Horn and Dr Edling, and their Associated Persons (as that term is
defined in the Listing Rules).

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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 MRS JULIET HULL AS A DIRECTOR – ORDINARY
RESOLUTION
2.1 In terms of the constitution of the Company and the Listing Rules, Mrs Juliet Hull is required to
retire from her role as a director of the Company at the Annual General Meeting. Mrs Hull is eligible
to be re-elected as a director at the Annual General Meeting.

2.2 The qualification and material directorships of Mrs Hull is as outlined below:.
Independent Non-Executive Director
Appointed 10 September 2020

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Qualifications: B.Nurse, MBA (MGSM)
Ms Hull was until January 2021 the NZ General Manager/Country Director of Johnson & Johnson
Medical (J & J), a director of the ANZ Johnson & Johnson Medical Executive Board, a director of
Medical Technology Association of NZ and a member of both the APAC Regional Leadership team
for J & J’s Orthopedics and Ethicon Divisions.
Ms Hull is a senior executive with more than 20 years’ experience in Asia Pacific markets in
Healthcare sales, marketing and leadership.
Ms Hull holds a Master of Business and Administration (Macquarie Graduate School of Management,
Sydney, Australia) and Bachelor of Nursing (Auckland University of Technology), Auckland, New
Zealand.
2.3 The Board is of the view that Mrs Juliet Hull qualifies as an “independent director” of the Company
(as that term is defined in the Listing Rules).

2.4 The Board (with Mrs Hull abstaining) recommends that shareholders vote in favour of this
resolution.


3. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF 20,000,000 SHARES – ORDINARY
RESOLUTION
3.1 Listing Rule 4.5 (the “15% Rule”) permits the Company to issue ordinary shares without
approval from the Company’s shareholders in certain limited circumstances.
On 22 March 2023, the Company issued 20,000,000 new ordinary fully paid shares at an issue
price of $0.03 per share to raise $600,000 in accordance with the 15% Rule (“Placement Shares”).
The Placement Shares were issued to Professional and Sophisticated (wholesale) investors prior
to the Share Purchase Plan which raised approximately $1 million. The funds raised from the
issues were used to further the development of the Truscreen device, for marketing and general
working capital.
3.2 Listing Rule 4.5.1(c) allows the Company to renew its capacity to issue ordinary shares within
the 15% Rule, when it has been used, by obtaining subsequent ratification of the issue from
shareholders of the Company.

The Board is seeking the ratification by shareholders of the previous issue of the Placement
Shares.

The effect of this Resolution will be to allow the Company to retain the flexibility to issue Equity
Securities in the future up to the 15% annual placement capacity set out in Listing Rule 4.1.2
without the requirement to obtain prior Shareholder approval.
3.3 In the event the Resolution is not passed the Company will be restricted from issuing Equity
Securities other than in accordance with Listing Rule 4.1.2.

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4. RESOLUTION 4 - ISSUE 7,000,000 OPTIONS TO THE CHIEF EXECUTIVE OFFICER AND
DIRECTORS AND 6,000,000 OPTIONS TO DIRECTORS – ORDINARY RESOLUTION

Listing Rule 4.2 states in general terms, that shareholder approval must be obtained for any issue
of Equity Securities (which includes options) by the Company and, accordingly, shareholders’
approval is being sought in accordance with Listing Rule 4.2.

4.1 General

The Board seeks approval to issue 7,000,000 Options to the Chief Executive Officer (CEO) and
6,000,000 options to Directors to acquire ordinary shares in the Company (“Options”).

The Directors consider that it is beneficial for the Company to offer and to subsequently issue Options
to the directors and CEO for the following reasons:

• The issue will encourage recipients of the Options to hold shares in the Company assists in
encouraging a high level of commitment and retention, and aligns their interests with those
of external investors;

• The Options will be issued to directors and CEO who are considered to be valuable to the
growth and development of the Company;

• The structure of the issue of the Options will assist the Company in retaining the CEO;

• The opportunity to offer Options to directors and CEO will assist the Company in securing
the services of those parties as part of the package available to be offered to those parties;

• The offer of Options provides an appropriate way to incentivise directors and the CEO
without the Company incurring a direct cash cost.

• No consideration is payable by the Directors of the CEO for the Options.

• The issue of the Options will be made within one month of Shareholder approval.

• All 13,000,000 Options issued will rank equally in this class and in the event exercised will
convert to ordinary shares which will rank equally with all ordinary shares on issue.

• The maximum number of Options the Board will issue to the Chief Executive Officer is
7,000,000 and the maximum number of Options the Board will issue to Directors is
6,000,000.

The Board proposes to issue Options to the following Directors and CEO of the Company:

• 3,000,000 Options to Mr Anthony Ho, the non-executive chairman of the Board;
• 3,000,000 Options to Mr Chris Horn, a non-executive director of the Company; and
• 7,000,000 Options to Dr Beata Edling, the Chief Executive Officer of the Company.

4.2 Value of the Options
Given the Options currently have no genuine current market value, having regard to the fact that
exercise price for the Options is higher than the current market price of the Company's ordinary

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shares, The Board believes that there is virtually no value attributable to the Options, other than a
purely nominal value at this time.

The 10 day Volume Weighted Average Price prior to the date of this notice of meeting was NZ$0.026.

4.3 Dilutionary impact of exercise of Options

Directors Options
The Options proposed to be issued to Directors represent 1.4% of the total share capital on issue as
at the date of this Notice.

In the event that the Directors were to exercise all of their Options, and no other Options were
exercised, the Directors in question would hold 16,105,053 shares in the Company, representing
approximately 3.8% of the total number of shares on issue post the exercise of their Options and the
issue of their new shares.

4.4 Terms of issue of the Options

The principal terms of the Options are as follows:

(a) Each Option entitles the holder to acquire one (1) Share.
(b) The Options are exercisable at any time up until 5.00pm on 15 July 2026 (Option Exercise
Period) by completing an exercise form and delivering it together with the payment for the
number of Shares in respect of which the Options are exercised to the registered office of
the Company or to the share registry of the Company.
(c) The Options vest on date of Grant (Option Vesting Date).
(d) The Options exercise price is 4 cents per option.
(e) The Options are not transferable.
(f) Shares issued on the exercise of an Option will be issued not more than fourteen (14) days
after receipt of a properly executed exercise notice and application moneys. Shares allotted
pursuant to the exercise of an Option will rank equally with the then issued ordinary shares
of the Company in all respects. Official quotation of those Shares on the NZX will be sought.
(g) The Option holders shall only be permitted to participate in a new issue of securities on the
prior exercise of Options in which case the Option holders shall be afforded the period of at
least nine (9) business days prior to and inclusive of the record date (to determine
entitlements to the issue) to exercise their Options.
(h) In the event of any reconstruction (including consolidation, sub-division, reduction or return)
of the issued capital of the Company, all rights of the Option holders will be changed to the
extent necessary to comply with the NZX Listing Rules applying to the reconstruction of
capital at the time of the reconstruction.
(i) If there is a bonus issue to Shareholders, the number of Shares over which the Option is
exercisable may be increased by the number of Shares which the holder of the Option would
have received if the Option had been exercised before the record date for the bonus issue.

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(j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the
underlying securities in the Company, the exercise price of the Option may be reduced in
accordance with the Listing Rules.
(k) Reminder notices will be forwarded to the Option holders prior to the expiry of the Options.
Options not exercised before the expiry of the Option Exercise Period will lapse.
(l) The Options will be recorded on the Company's register of Option holders maintained at the
share registry. The register will be open for inspection by the Option holders free of charge.
Shares to be allotted on exercise of Options will be recorded on the Company's share
register.
(m) The Options will not be listed on the NZX.

(n) The Option holder, if appearing on the Company's register of Option holders at the relevant
date, will be entitled to receive and will be sent all reports and accounts required to be laid
before Shareholders in general meeting and all notices of general meetings and will have
the right to attend but shall have no right to vote at such meetings,
and otherwise on the terms set out in the Share Option Allocation Deed entered into between the
Company and the holders of the Options.

4.5 Requirement for Resolution

Listing Rule 4.2 states in general terms, that shareholder approval must be obtained for any issue of
Equity Securities (which includes the Options) by the Company and, accordingly, shareholders
approval is being sought in accordance with Listing Rule 4.2.

4.6 In the event the Resolution is not passed the Company will not issue any options to Directors
and the CEO.

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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 2023 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/tru23 on Tuesday 29 August 2023 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 27 August 2023.
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 all of the resolutions with the exception of
resolution 4 given the Chairperson is interested in that resolution.

Voting restrictions
Any shareholders of the Company who are Directors or Associated Persons (as that term is defined in the Listing Rules) of the Directors of the Company
are not entitled to vote in respect of resolution 4.
Those persons who are prohibited from voting on a resolution may not act as a discretionary proxy in respect of a resolution but may vote in accordance
with express instructions.
The Chairperson shall vote any undirected proxies in favour of all of the resolutions with the exception of resolution 4 given the Chairperson is interested
in that resolution.
The persons identified in Column 2 of the table below are unable to Vote in favour of the resolutions listed in Column 1.
Column 1
Resolution
Column 2
Disqualified Person
Resolution 3 Any person who has been issued, or has acquired, the Equity Securities which are subject to ratification by that resolution, and any Associated
Person of that person
Resolution 4 Mr Ho, Mr Horn and Dr Edling, and their Associated Persons (as that term is defined in the Listing Rules).


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 Sunday 27 August 2023.
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

CSN/Holder Number: ...............


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PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of TruScreen Group L imited hereby appoint:

________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail a ddress)

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 29 August 2023
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 I NSTRUCTIONS
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 Mrs Juliet Hull, who retires in accordance with the provisions of the
Constitution of the Company, and being eligible, offers herself for re-election, be
re-elected as a Director of the Company.
   
3. That shareholders ratify the previous issue by the Company on 22 March 2023 of
20,000,000 ordinary fully paid shares at an issue price of $0.03 per share.

   
4.
That the Directors of the Company are authorised to:

(a) issue 7,000,000 options to acquire ordinary shares in the Company
to the Chief Executive Officer and 6,000,000 options to acquire
shares in the Company to directors of the Company on the terms set
out in the Explanatory Notes accompanying this Notice of Meeting;
and
(b) take all action, do all things and execute all documents and
agreements necessary or considered by them to be expedient to give
effect to the issue of the options.
   

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.



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