Rua Notice of 2023 Annual Shareholders’ Meeting

Notice of 2023 Annual Shareholder Meeting

Notice of Annual Meeting of Shareholders

13 September 2023

Dear Shareholder,

The 2023 Annual Meeting of Rua Bioscience Limited (Rua) will be held virtually via Computershare’s
online meeting platform at https://meetnow.global/nz at 10.00am (New Zealand time) on 11
th

October 2023.
In a year of huge change, we have decided to hold a virtual-only meeting which will mean it’s
logistically more straightforward and cost effective. In addition, following the annual shareholder
meeting we will be conducting a community engagement day on October 17
th
at our facility at
Ruatorea where so many of our shareholders reside. This will provide investors and the wider
community with the opportunity to meet and interact with members of the Board and Management.
We will provide further details closer to the time on our web page and social media pages.
When participating online, shareholders will require their shareholder number, found on the
enclosed proxy form (or email invitation for those shareholders receiving this notice via email) for
verification purposes. Details on how to participate online are set out below under the heading
“Online Participation Details”.


Items of Business
1. Company Overview

2. Chair’s Address

3. Chief Executive’s Presentation

4. Annual Results Presentation

5. Shareholder Questions
To consider any shareholder questions submitted to the Annual Meeting (to the extent these
questions have not already been addressed in the Chair’s Address, the Chief Executive Officer’s
Presentation or the Annual Results Presentation).
For further details, see Explanatory Note 1.
6. Ordinary Resolutions
To consider and, if thought fit, pass the following Ordinary Resolutions, requiring approval by a
simple majority of the votes of shareholders entitled to vote and voting:

6.1.

Auditors Remuneration
Resolution 1: That the Board be authorised to fix the auditor’s remuneration.
For further details, see Explanatory Note 2.
6.2. Election of Directors
Resolution 2: That Anna Stove, who retires and is eligible for re-election, be re-elected as a
Director of Rua.
Resolution 3: That Panapa Ehau, who retires and is eligible for re-election, be re-elected as a
Director of Rua.
Resolution 4: That Tony Barclay (appointed by the board as a Director from 1 May 2023) be
elected as a Director of Rua.
For further details, see Explanatory Note 3.
7. General Business
To consider any other business that can be properly brought before the meeting.
Further Information and Explanatory Notes
Further information relating to the resolutions is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider the resolutions together with the Explanatory Notes.
Online Participation Details
All shareholders will have the opportunity to attend the Annual Meeting online through the
Computershare Meeting Platform using a computer, laptop, tablet or smartphone – simply visit
https://meetnow.global/nz and follow the prompts under the ‘Rua Bioscience Limited Annual
Meeting’ icon.
Your browser will need to be compatible with the latest version of Chrome, Safari or Edge. If you are
a shareholder, you will also need your CSN/Securityholder Number, which can be found on your
proxy form or email invitation (where applicable).
Shareholders will be able to view the presentations on their selected devices. Audio will stream
through your selected device, so please ensure that the volume control on your headphones or
device is turned up. Instructions on how to participate ‘virtually’ are provided in the Virtual Meeting
Guide available at www.computershare.com/vm-guide-nz
Shareholders will be able to vote on the resolutions to be put to shareholders and will have the
ability to ask questions on their selected devices. Shareholders will still be able to appoint a proxy to
vote for them, as they otherwise would, by following the instructions on the proxy form and in this
Notice of Annual Meeting. If you have any questions on, or need assistance with, the online process,
please contact Computershare on +64 9 488 8777 between 8.30am and 5.00pm (New Zealand time)
Monday to Friday

Attendance and Voting
Your rights to vote may be exercised by:
(a) Voting at the virtual meeting and casting your vote via the Computershare Online Meeting
Platform at https://meetnow.global/nz during the meeting. Instructions for how to do this is
included in the Virtual Meeting Guide; or

(b) Appointing a proxy (or representative) to attend and vote in your place. The proxy need not be
a shareholder of Rua and the form of appointment of a proxy and voting instructions accompany
this Notice of Meeting. You can appoint a proxy online at InvestorVote
www.investorvote.com.au/Login or complete and send the Proxy Voting Form (enclosed with
this Notice of Meeting) by post, email (as a scanned attachment) so that it is received by
Computershare by no later than 10.00 am on Monday 9 October 2023.

I look forward to seeing you virtually online at the Annual Meeting and thank you for your ongoing
support.
By order of the Board.


Anna Stove
Chair
13 September 2023

Explanatory Notes
Note 1 – Shareholder Questions
Shareholders may submit written questions to be considered at the Annual Meeting. Written
questions should be sent by email to paul.naske@ruabio.com with the reference to “Annual
Meeting” in the subject line or by post to “Annual Meeting”, Rua Bioscience Limited, 1 Commerce
Place, Awapuni, Gisborne 4071. Rua reserves the right not to address any questions that, in the
Board’s opinion, are not reasonable to address in the context of an annual meeting.
Note 2 - Auditor’s Remuneration
Resolution 1
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the
Companies Act 1993. This resolution authorises the Board to fix the fees and expenses of the
auditor under section 207S of the Companies Act 1993.
Note 3 – Election of Directors
Resolutions 2 and 3 – Re-election of Anna Stove and Panapa Ehau as Directors
This is the third annual meeting for Rua since it became an issuer (as that term is defined in the NZX
Listing Rules). In accordance with Rua’s constitution and NZX Listing Rule 2.7.1, no Director may
hold office (without re-election) past the third annual meeting following the Director’s appointment
or re-election, or for three years after that time, whichever is longer.
Anna Stove and Panapa Ehau retire at the Annual Meeting and seek re-election.
To be appointed as a Director, a candidate must be approved by Ordinary Resolution, which means a
simple majority of the votes cast on the resolution for appointment of the candidate must be in
favour of the resolution.
The Board has determined that:
1. Anna Stove is an independent Director; and
2. Panapa Ehau is not an independent Director.
The Board unanimously recommends that shareholders vote in favour of Resolutions 2 and 3.
The candidates’ biographical information is set out below:
ANNA STOVE, INDEPENDENT NON-EXECUTIVE CHAIR
Ringatohu Whakatū Pū Pehe Kē
Diploma Nursing, IOD Company Directors Course
Anna has been a Director of Rua since May 2019, and was elected as Board Chair with effect from
1 May 2023, following the retirement of Trevor Burt. She also served as the Company’s
Managing Director for a seven-month period from August 2022 until March 2023.
Anna has a successful 25+ year track record leading and driving transformational change within
the pharmaceutical sector. She has held various senior executive roles within NZ, Asia Pacific and
Europe, most recently as NZ General Manager for GlaxoSmithKline. Anna has a strong passion for

improving the quality of life for all through driving businesses strategic growth. Anna is also a
Director of Pacific Edge Ltd and Chair of TAB New Zealand.
Her previous governance roles include Chair of Global Women NZ, Director of Medicines New
Zealand, Vice-Chair of Pukekohe Park and Vice-Chair of Shooting Star Children’s Hospice London,
UK.
Anna is a member of Rua’s Audit Finance and Risk Management Committee and the
Remuneration and Nominations Committee.
PANAPA EHAU, NON-INDEPENDENT EXECUTIVE DIRECTOR
Kaiwhakaū /Ringatohu Ngāti Uepohatu, Ngāti Porou
BBS Management, PG Dip Marketing
Co-founder of Rua Bioscience, Panapa also established New Zealand’s first tertiary training course
for cannabis cultivation via the Eastern Institute of Technology. From Ruatorea, with a degree in
management, Panapa is a co-founder of numerous social enterprises and holds governance roles
across numerous for-profit and charitable organisations. Panapa lives in Te Tairāwhiti and has a
focus on developing economic opportunities alongside his people. He has been a Director of Rua
since its inception in October 2017.
Panapa is a member of Rua’s Audit Finance and Risk Management and Risk Committee and the
Remuneration and Nominations Committee.
Resolution 4 – Election of Tony Barclay as Director
Pursuant to clause 15.5 of the Constitution, any Director appointed by the Board must not hold
office (without election) past the next Annual Meeting following the Director’s appointment.
Tony Barclay was appointed by the Board as an independent non-executive Director on 1 May 2023.
Tony retires in accordance with clause 15.5 of the Constitution and offers himself for election at the
Annual Meeting.
The Board has determined that Tony Barclay is an independent Director, and unanimously supports
his election.
Tony’s biographical information is set out below:
TONY BARCLAY - INDEPENDENT NON-EXECUTIVE DIRECTOR
BComm. Acc. Fin. FINZ, CAANZ.
Mr Barclay was Chief Financial Officer and Company Secretary of Fisher & Paykel Healthcare
(FPH) from 2001, when the healthcare business was separated from Fisher & Paykel Appliances,
until his retirement in 2018. During his tenure, FPH grew to be one of the largest and most
successful companies on the NZX.
Mr Barclay currently serves on the Board of Pacific Edge Ltd. He is also the Independent Chair of
Australian-based Baymatob, a pioneer in women’s health and AI-guided monitoring for
pregnancy and labour; and an Independent Director of Veriphi, an Auckland-based technology
company developing intravenous drug identity and concentration verification devices.
He assumed the role as Chair of Rua’s Audit Finance and Risk Management Committee on 1 July
2023 and is also a member of the Remuneration and Nominations Committee.

Consequences if certain resolutions are not passed
If two or more of resolutions 2, 3 and 4 are not passed, then Rua will have just two Directors at the
conclusion of the Annual Meeting. This would put the Company in breach of NZX Listing Rule 2.1.1
which requires that there must be at least three Directors, at least two of whom must be
Independent Directors. Rua‘s remaining Directors will only be permitted to act in order to remedy
the shortfall in Directors or to summon a shareholders’ meeting, but for no other purpose (NZX
Listing Rule 2.9).
If Resolution 4 is not passed, then Rua will not have a Director with an accounting and financial
background, as required under NZX Listing Rule 2.13.2 in relation to the composition of Rua’s Audit
Finance and Risk Management Committee.
A breach of the above Listing Rule could result in NZX taking action in respect of any such breach,
which could include (among other things) a suspension of quotation and trading of Rua shares until
such time as those breaches are remedied.
Note 4 – Voting by Proxy
Any shareholder who is entitled to vote at the Annual Meeting may appoint a proxy to attend and
vote on their behalf. A shareholder wishing to appoint a proxy should complete and return the
Proxy Voting Form (enclosed with this Notice of Meeting) in the manner specified on the Proxy
Voting Form so that the form is received by Computershare no later than 48 hours before the time
for holding the Annual Meeting (i.e., before 10:00am on 9 October 2022). A proxy need not be a
shareholder of Rua. The Chair of the meeting is willing to act as proxy for any shareholder who may
wish to appoint her for that purpose. The Chair will vote as directed on any resolutions, and intends
to vote any discretionary proxies in accordance with the Board recommendations, being in favour of
all resolutions (to the extent permitted by the NZX Listing Rules and Rua’s constitution).
To direct your proxy how to vote on the resolutions, you should tick the appropriate box on the
Proxy Voting Form. If you appoint a proxy but do not tick one of the boxes in relation to a
resolution, you will be deemed to have granted your proxy the discretion to cast your votes as he or
she decides. In so doing you acknowledge that the proxy may exercise your right to vote even if he
or she has an interest in the outcome of the resolutions (provided that interest does not disqualify
him or her from voting under the NZX Listing Rules).
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your
named proxy does not attend the meeting, the Chair of the meeting will be your proxy and will vote
in accordance with your express direction.
If you do not attend the Annual Meeting or appoint a proxy, then no vote will be exercised in respect
of your shareholding.
Entitlement to Vote
All persons on Rua’s register of shareholders as the holders of shares at 5:00 p.m. on 9 October 2023
will be entitled to vote on the resolutions at this Annual Meeting.
If you have appointed a proxy to attend the Annual Meeting in your place, you may still observe the
Annual Meeting (but only your proxy may cast your votes).
Any corporation that is a shareholder may appoint a person as its representative to attend the
Annual Meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.

A corporation wishing to appoint a person must ensure that the representative brings an original of
the notice appointing him or her to the meeting. To assist with administration of the Annual
Meeting, Rua would be grateful if notices appointing representatives are delivered to
Computershare Investor Services Limited at Private Bag 92119, Auckland 1142 or at
corporateactions@computershare.co.nz , at least 48 hours before the time for the holding of the
Annual Meeting (i.e., before 10:00am on Monday 9 October 2023).
Voting on all of the resolutions is to be by way of poll. No persons are restricted from voting on, or
acting as a discretionary proxy in relation to, any of the resolutions referred to in this notice of
Annual Meeting.
Results of voting
Following the Annual Meeting, the results will be posted at www.ruabio.com and on www.nzx.com

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder 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
All shareholders of the Company entitled to attend and vote at the virtual meeting
are entitled to appoint a proxy to attend and vote for them instead. A proxy need
not be a shareholder of Rua. The Chair of the meeting is willing to act as proxy for
any shareholder who may wish to appoint them for that purpose. The Chair will
vote as directed on any resolutions, and intends to vote any discretionary proxies
in accordance with the Board recommendations, being in favour of all resolutions
(to the extent permitted by the NZX Listing Rules and Rua’s constitution).
Voting on your holding
To direct your proxy how to vote on the resolutions, you should tick the
appropriate box on the Proxy Voting Form. If you appoint a proxy but do not tick
one of the boxes in relation to a resolution, you will be deemed to have granted
your proxy the discretion to cast your votes as he or she decides. In so doing you
acknowledge that the proxy may exercise your right to vote even if he or she
has an interest in the outcome of the resolutions (provided that interest does not
disqualify him or her from voting under the NZX Listing Rules).
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the meeting, the Chair of the meeting
will be your proxy and will vote in accordance with your express direction.
Voting Restrictions
No shareholder is restricted from voting on any resolution.
Attending the Virtual Meeting
All shareholders will have the option to attend, vote and participate in the
Annual Shareholder Meeting online via an internet connection using a laptop,
tablet or smartphone. For further details see the Virtual Meeting Guide that
accompanies this form. If a representative of a corporate security holder or
proxy is to attend the virtual 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 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 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.
Lodge your Proxy
Online
www.investorvote.co.nz
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 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 10.00am on Monday, 9th October 2023.
The 2023 Annual Meeting of Rua Bioscience Limited will be held at 10.00am (New Zealand time)
on Wednesday, 11th October 2023 online via Computershare Investor Services Limited’s meeting
platform https://meetnow.global/nz.

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
Rua Bioscience Ltd to be held online at meeting platform https://meetnow.global/nz on Wednesday, 11th October 2023 at 10.00am at any adjournment of
that meeting.
I/We being a shareholder/s of Rua Bioscience Ltd
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: In the event I/we have not expressed any intention or the intention is unclear (in my/our proxy’s sole opinion),my/our proxy will vote as
they see fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.
That the Board be authorised to fix the auditor’s remuneration.
2.
That Anna Stove, who retires and is eligible for re-election, be elected as a Director of Rua.
3.
That Panapa Ehau, who retires and is eligible for re-election, be elected as a Director of Rua.
4.
That Tony Barclay (appointed by the board as a director from 1 May 2023) be elected as a Director of Rua.
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). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.