Notice of Annual Meeting

MARKET RELEASE
27 October 2023

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 Home Ideas Auckland Conference Room, 165 The Strand, Parnell,
Auckland, and virtually via Computershare's online meeting platform at https://meetnow.global/nz
on Monday, 27 November 2023, commencing at 2.00 pm.

The Notice of Annual Meeting is also available on the Company’s website
www.bremworth.co.nz/blogs/company-announcements.



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 2023 Annual Meeting of shareholders of
Bremworth Limited will be held at the Home Ideas Auckland Conference Room,
165 The Strand, Parnell, Auckland, and virtually via Computershare’s online
meeting platform at https://meetnow.global/nz, on Monday, 27 November 2023,
commencing at 2.00 pm ("Notice of Meeting").
NOTICE OF
ANNUAL MEETING
27 NOVEMBER 2023

IMPORTANT
INFORMATION
KEY DATES AND TIMES
All times given are New Zealand times
2.00 pm, Saturday, 25 November 2023
Latest time for receipt of proxy appointments and postal votes
5.00 pm, Saturday, 25 November 2023
Record date for determining voting entitlements
at the Annual Meeting of shareholders
2.00 pm, Monday, 27 November 2023
Annual Meeting of shareholders
ATTENDING THE HYBRID
ANNUAL MEETING
INSTRUCTIONS
Shareholders can attend the Annual Meeting
either in person at the Home Ideas Auckland
Conference Room, 165 The Strand, Parnell,
Auckland, or virtually via Computershare’s online
meeting platform at https://meetnow.global/nz.
Directions to the venue can be found
on page 11 of the Notice of Meeting.
To attend the Annual Meeting virtually,
access the online meeting platform at
https://meetnow.global/nz, click ‘GO’ under
the Bremworth meeting and then click ‘JOIN
MEETING NOW’. By using the meeting platform,
you will be able to watch the meeting, vote and
ask questions online using your smartphone,
tablet or desktop device.
Please refer to the enclosed Virtual Meeting
Guide for more information. You will need the
latest version of Chrome, Safari or Edge to access
the meeting, while also ensuring that your browser
is compatible.
If you have any questions, or need assistance
with the online meeting platform, please contact
Computershare on +64 9 488 8777 between
8.30am and 5.00pm Monday to Friday.
Audio will stream through the selected device,
so shareholders will need to ensure that they have
the volume control on their headphones or device
turned up.
Shareholders attending virtually will be able to view
the presentations, vote on the resolutions to be put
to shareholders and ask questions, by using their
own devices.
Shareholders will still be able to appoint a proxy
to vote for them or cast a postal vote, as they
otherwise would, by following the instructions
on the proxy and postal voting form and this
Notice of Meeting.
Further details of how to participate virtually are
provided in the accompanying Virtual Meeting
Guide, together with instructions for accessing
the virtual meeting. Shareholders are encouraged
to review this guide prior to the Annual Meeting.
Shareholders will require their CSN/Securityholder
Number, which can be found on their proxy and
postal voting form or their Annual Meeting e mail
broadcast, for verification purposes.
NOTICE OF ANNUAL MEETING
3

DEAR SHAREHOLDER
On behalf of the Board of Directors ("Board"),
I am pleased to invite you to the 2023 Annual
Meeting ("Annual Meeting") of shareholders of
Bremworth Limited ("Company") to be held at
the Home Ideas Auckland Conference Room,
165 The Strand, Parnell, Auckland, and virtually
via Computershare’s online meeting platform
at https://meetnow.global/nz, on Monday,
27 November 2023, 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 2023 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 Dianne Williams:
That Dianne Williams, 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 – Re-election of Paul Izzard:
That Paul Izzard, who retires and who is eligible
for re-election, be re-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
26 October 2023
LETTER FROM THE
CHAIRMAN AND ITEMS
OF BUSINESS
NOTICE OF ANNUAL MEETING 223
45

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.
Dianne Williams
B.Com., MBA, CMInstD
Independent director
Term of office
Appointed as a director on 10 July 2015
Last re-elected 23 December 2020 Annual Meeting
Board Committees
Audit, Remuneration and Nomination
Paul Izzard
BA (Hons) Interior Design
Independent director
Term of office
Appointed as a director on 20 November 2020
Elected 23 December 2020 Annual Meeting
Board Committees
Audit and Remuneration
Profile
Dianne has been an independent director of
the Company since July 2015.
Dianne was appointed Chair of the Board’s
Remuneration Committee in July 2020, and
she is currently also a member of the Board’s
Audit and Nomination Committees.
Dianne’s early career was in marketing in
the FMCG sector, driving market dominance
for some of New Zealand’s favourite brands
including Cadbury and Sealord before taking up
senior executive roles with companies demanding
strong sales and marketing programmes.
She is an experienced company director, having
served on the boards of Chartered Accountants
Australia New Zealand, Netball Northern Zone
(Incorporated Society) and West Auckland Trust
Services 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, Dianne Williams must retire.
The other directors unanimously support the
re-election of Dianne Williams as a director.
The Board has determined that Dianne will
continue to be an independent director.
Profile
Paul has been an independent director of the
Company since November 2020.
Paul is currently also a member of the Board’s
Audit and Remuneration Committees.
Paul is founder and director of Izzard Design, a
leading interior design business in New Zealand.
Over almost 20 years, he has completed more than
300 projects in residential and commercial design.
Paul’s industry knowledge and networks, as well as
his business leadership experience, are considered
valuable attributes as Bremworth transforms to
being a global leader in designing and creating
desirable, sustainable, safe and high performing
natural interior solutions.
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, Paul Izzard must retire.
The other directors unanimously support the
re-election of Paul Izzard as a director.
The Board has determined that Paul is an
independent director.
ORDINARY RESOLUTION 1:
Re-election of Dianne Williams
ORDINARY RESOLUTION 2:
Re-election of Paul Izzard
NOTICE OF ANNUAL MEETING 2023
67

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 2024
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.
ORDINARY RESOLUTION 3:
Auditor’s remuneration
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, 25 November 2023 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 will
abstain from voting discretionary proxies in
respect of his or her own re-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,
25 November 2023 (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 223
89

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
("Authorised Person").
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 reach the
Authorised Person using one of the methods
outlined on the proxy and postal voting form
by 2.00 pm on Saturday, 25 November 2023
(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.
VENUE DETAILS
PROCESDURAL NOTES
(CONT'D)
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 2023.
Balfour Rd
Watt St
St Georges Bay Rd
Gladstone Rd
Sudbury Terrace
The Strand
Kenwyn St
Home Ideas
Auckland
The Strand
HOME IDEAS AUCKLAND
CONFERENCE ROOM
165 The Strand, Parnell, Auckland
PARKING
Free parking is available, and you will be
directed to the appropriate carpark on arrival
at the venue.
NOTICE OF ANNUAL MEETING 2023
1011

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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HYBRID MEETING
Shareholders can attend the Annual Meeting either in person at the Home Ideas Auckland Conference Room,
165 The Strand, Parnell, Auckland, or virtually via Computershare’s online meeting platform at https://meetnow.global/nz on
Monday, 27 November 2023, commencing at 2.00 pm.
Proxy/Postal Voting Form
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 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, 25 November 2023.
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 in person, please bring this Proxy/Postal Voting Form
to assist with registration. You can still attend the meeting if you have appointed a proxy
(although you will not be able to vote if you have appointed a proxy). If you propose to
attend the meeting virtually, please read the enclosed Virtual Meeting Guide prior to the
meeting. You can access the online meeting platform at https://meetnow.global/nz, click
‘GO’ under the Bremworth meeting and then click ‘JOIN MEETING NOW’. By using the
meeting platform, you will be able to watch the meeting, vote and ask questions online
using your smartphone, tablet or desktop device.
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.
Shareholder questions
If you have any questions for the directors, please write them
on a separate sheet of paper and return them with this form, or email
kmain@bremworth.co.nz. by 2.00 pm on Saturday, 25 November 2023.
Turn over to complete the form to vote
If you propose to attend the meeting, we would be
most grateful if you could email kmain@bremworth.co.nz
your CSN/Shareholder Number and the number
attending to assist with catering. Alternatively, you can
call Kerry Main on +64 21 956 225.

SIGN
of
of
Elect Electronic Communications
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(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 Home Ideas Auckland Conference Room, 165 The Strand, Parnell, Auckland, and virtually via Computershare’s online meeting platform at
https://meetnow.global/nz, on Monday, 27 November 2023 commencing at 2.00 pm 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
Home Ideas Auckland Conference Room, 165 The Strand,
Parnell, Auckland, and virtually via Computershare’s
online meeting platform at https://meetnow.global/nz, on
Monday, 27 November 2023 commencing at 2.00 pm.
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 Dianne Williams:
That Dianne Williams, who retires and who is eligible for re-election, be re-elected as a director of the Company. See also
Explanatory Note 1.
2.Re-election of Paul Izzard:
That Paul Izzard, who retires and who is eligible for re-election, be re-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
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
number 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):