ACE Annual Shareholders Meeting

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ASCENSION CAPITAL LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Ascension Capital Limited
(the "Company”) will be held at Building 902, Room B902.323, Newmarket Campus, University
of Auckland, on Tuesday, 19 September 2023 commencing at 10.00 am.

BUSINESS OF THE MEETING
1. Re-election of Sean Joyce as Director – Ordinary Resolution

Sean Joyce retires in accordance with the provisions of the Constitution of the Company
and offers himself for re-election as a director. Accordingly, the shareholders of the
Company are requested to consider and, if thought fit, pass the following resolution as an
Ordinary Resolution:

“That Sean Joyce be re-elected as a director of the Company.”

2. Re-election of Roger Gower as Director – Ordinary Resolution

Roger Gower retires in accordance with the provisions of the Constitution of the Company
and offers himself for re-election as a director. Accordingly, the shareholders of the
Company are requested to consider and, if thought fit, pass the following resolution as an
Ordinary Resolution:

“That Roger Gower be re-elected as a director of the Company.”

3. Remuneration of Auditors – Ordinary resolution

To authorise the Board to fix the remuneration of the Company’s auditors for the
forthcoming year.

NOTES

1. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled
to appoint a proxy to attend and vote for them instead. A proxy need not be a
shareholder of the Company.

A proxy form is enclosed and to be effective must be lodged with the Company’s Share
Registrar, Computershare Investor Services Limited by either mailing to Computershare
Investor Services Limited at Private Bag 92119, Auckland 1142, or by sending your proxy
appointment to corporateactions@computershare.co.nz (in each case), so as to be
received by no later than 48 hours before the meeting is due to begin (ie before 10.00 am
Sunday, 17 September 2023).

If you wish to appoint a director as your proxy, Mr Sean Joyce is willing to act on your
behalf. However, given Mr Joyce is interested in resolution 1, he is unable to vote any
undirected proxies in respect of resolution 1.

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If you return this Proxy Form without directing the proxy how to vote on any particular
matter, the proxy will vote as he or she thinks fit, subject to the aforementioned
restriction imposed upon Mr Joyce in respect of resolution 1.

2. VOTING RESTRICTIONS
There are no voting restrictions.


By Order of the Board of Directors



Keith Jackson
CHAIRMAN

EXPLANATORY NOTES

NZX Listing Rules (“Listing Rules”) and Companies Act 1993 (“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 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.

Nature of Resolutions
The resolutions which are to be considered at the Meeting are both 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.

RESOLUTION 1 - RE-ELECTION OF SEAN JOYCE AS DIRECTOR – ORDINARY RESOLUTION

Sean Joyce is required to retire in accordance with the Company’s constitution. Being eligible,
Sean offers himself for re-election at the Annual Meeting. A brief biography for Sean is
provided below:
Sean has over 30 years’ experience in the corporate sector as a corporate lawyer and a market
participant. He is a principal of his own corporate law firm and is a principal of Auckland based
capital markets advisory firm CM Partners Limited.
Sean has a particular focus on the capital markets and securities laws – regulatory compliance,
compliance listings, reverse listings, fund raising and offerings of various types of securities in
New Zealand. Sean has been involved in a large number of IPO’s, reverse listings and takeovers
of listed companies in New Zealand and Australia.
Sean is a non-executive director of NZX listed companies Blackwell Global Holdings Limited and
is a non-executive director of several significant privately held companies. Sean is a Chartered
Member of the Institute of Directors (CMinstD).
Sean holds a Bachelor of Arts and a Bachelor of Laws (Honours) from Auckland University.

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Given Sean’s investment vehicle Excalibur Capital Partners Limited holds a significant number
of ACE shares, Sean is not an “independent director” of the Company (as that term is defined
in the Listing Rules).

RESOLUTION 2 - RE-ELECTION OF ROGER GOWER AS DIRECTOR – ORDINARY
RESOLUTION

Roger Gower is required to retire in accordance with the Company’s constitution. Being
eligible, Roger offers himself for re-election at the Annual Meeting. A brief biography for Roger
is provided below:
Roger is an experienced executive, director and chairman in public and private companies. He
is currently Chairman of PrimePort Timaru and New Zealand Food Innovation Auckland (the
Food Bowl). Roger is also an independent director of NZX-listed companies, Me Today and
WasteCo and is the Chief Executive of New Zealand’s Best Food & Beverage. Roger was
Chairman at juice company Charlie’s, which listed in 2005 and before that he had a corporate
career in logistics and transportation.

The Board has determined that Roger Gower is an Independent Director for the purposes of
the Listing Rules and unanimously supports his re-election.
The Board considers that Roger is an independent director (as that term is defined in the
Listing Rules).

RESOLUTION 3 – REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

BDO is automatically reappointed at the annual meeting as the auditor of the Company under
section 207T of the Companies Act. This resolution authorises the Board to fix the fees and
expenses of the auditor.

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Ascension Capital Limited
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy
Proxy/Voting Form
For your proxy to be effective it must be received by 10.00 am Sunday 17 September 2023
Turn over to complete the form to vote
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
All shareholders of the Company entitled to attend and vote at the meeting are
entitled to appoint a proxy to attend and vote for them instead. A proxy need
not be a shareholder of the Company.
If you inadvertently do not name a proxy, or your named proxy does not attend
the meeting or you wish to appoint an independent director or the Chairman as
your proxy, Mr Keith Jackson (Chairman of ACE) is willing to act on your behalf.
Voting of 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.
If you return this Proxy Form without directing the proxy how to vote on any
particular matter, the proxy will vote as he or she thinks fit.
There are no voting restrictions.
Attending the Meeting
Please bring this form to assist registration. If a representative of a corporate
security holder or proxy is to attend the Meeting, they may need to provide
evidence of your authorisation to act prior to admission.
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.

STEP 1
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
STEP 2
hereby appointof
or failing him/her
of
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a securityholder/s of Ascension Capital Limited
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 Ascension
Capital Limited to be held at Building 902, Room B902.323, Newmarket Campus, University of Auckland, on Tuesday, 19 September 2023 at 10.00 am and at any
adjournment of that meeting.
Please note:
If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf your votes will not be counted in
computing the required majority.
Items of Business - Voting Instructions
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual General Meeting of Ascension Capital Limited to be
held at Building 902, Room B902.323, Newmarket Campus,
University of Auckland, on Tuesday, 19 September 2023 at
10.00 am
@Elect Electronic Communications
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Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
Item 1Re-election of Sean Joyce as director of the company.
Item 2Re-election of Roger Gower as director of the company.
Item 3To authorise the Board to fix the remuneration of the Company’s auditors for the forthcoming year.
Ascension Capital Limited