BLIS Technologies Limited logo

Notice of meeting and proxy form

AGM29 July 2024BLTConsumer Staples

Virtual
Meeting

Guide

MUFG Corporate Markets

A division of MUFG Pension & Market Services

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MUFG Corporate Markets

A division of MUFG Pension & Market Services

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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

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number if you

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proxy

OR

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MUFG Corporate Markets

A division of MUFG Pension & Market Services

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MUFG Corporate Markets

A division of MUFG Pension & Market Services

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MUFG Corporate Markets

A division of MUFG Pension & Market Services

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MUFG Corporate Markets

A division of MUFG Pension & Market Services

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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

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corporate representatives can

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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

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Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Title

Description

Body

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com

MUFG Corporate Markets

A division of MUFG Pension & Market Services

---

NOTICE OF
MEETING

2024

Notice is hereby given that the Annual Meeting of

Shareholders of Blis Technologies Limited (Company)


will be held:

Wednesday 28 August 2024 11:00am

Dunedin Public Art Gallery, Auditorium,


30 The Octagon, Dunedin

Registrations will open at 10.30am.

Stream online at www.virtualmeeting.co.nz/blt24

NOTICE OF ANNUAL MEETING
BLIS TECHNOLOGIES LIMITED

BUSINESS

The business of the Meeting will be:

1. Chair’s Address

Geoff Plunket (Chair)

2. Chief Executive Officer’s Address

Scott Johnson

3. Re-election of Geoff Plunket as a

Director (Resolution 1)

To consider, and if thought fit, pass the

following Ordinary Resolution:

“That Geoff Plunket be re-elected as a

Director of the Company.”

See Explanatory Notes

4. Re-election of Dr Barry Richardson as a

Director (Resolution 2)

To consider, and if thought fit, pass the

following Ordinary Resolution:

“That Dr Barry Richardson be re-elected as a

Director of the Company.”

See Explanatory Notes

5. Election of Anita Johansen as a Director

(Resolution 3)

To consider, and if thought fit, pass the

following Ordinary Resolution:

“That Anita Johansen be elected as a Director

of the Company.”

See Explanatory Notes.

6. Auditors (Resolution 4)

To record that Deloitte are reappointed as

auditors of the Company in accordance with

section 207T of the Companies Act 1993 and

if thought fit, to pass the following Ordinary

Resolution:

“That the Directors be authorised to fix the

remuneration of the auditors for the ensuing

year.”

7. Other Business

To consider any other ordinary business

which may properly be brought before the

Meeting.

VIRTUAL ANNUAL MEETING

Shareholders will be able to attend the Meeting in person, or, alternatively,

will be able to attend and participate at the Meeting virtually via an online

platform provided by the Company’s share registrar, MUFG Corporate

Markets (formerly Link Market Services) at www.virtualmeeting.co.nz/blt24.

Shareholders attending and participating in the Meeting virtually via the

online platform will be able to vote and ask questions during the Meeting.

More information regarding virtual attendance at the Meeting

(including how to vote and ask questions virtually during the

Meeting) is available in the Virtual Annual Meeting Online Portal

Guide, which is available at https://bcast.linkinvestorservices.

co.nz/MUFG/MUFG_VirtualMeetingGuide.pdf

PROXIES

All shareholders are entitled to attend and vote at the Meeting or to

appoint a proxy to attend and vote in their place.

A proxy need not be a shareholder of the Company. Enclosed with this

notice of Meeting is a proxy/corporate representative form. If you wish,

you may appoint “The Chair of the Meeting” as your proxy or as an

alternative to your named proxy. The Chair of the Meeting intends to vote

all discretionary proxies in favour of the relevant resolution.

For the appointment of a proxy to be valid, the form must be lodged at the

Company’s Share Registry, MUFG Corporate Markets (formerly Link Market

Services), by any of the methods specified on the proxy form (being online,

by scanning and emailing, post or delivery), to be received no later than 48

hours before the start of the Meeting (that is, by 11:00am on Monday 26

August 2024). Postal voting is not permitted.

CORPORATE REPRESENTATIVES

A body corporate which is a shareholder may appoint a person to attend

the Meeting on its behalf in the same manner as that in which it could

appoint a proxy. The form to appoint a proxy/corporate representative must

be signed on behalf of the body corporate by a person acting under the

body corporate’s express or implied authority.

VOTING

All resolutions are ordinary resolutions (Ordinary Resolutions). In order

for them to be passed, they require the affirmative vote of a simple

majority, being more than 50% of the votes cast by those shareholders

entitled to vote and who vote in person or by proxy.

By order of the Board of Directors

Geoff Plunket (Chair)

30 July 2024

EXPLANATORY NOTES
In these explanatory notes, references to ‘Listing Rules’ are

to the NZX Listing Rules.

1. ROTATION OF DIRECTORS

1.1 The Listing Rules state that Directors must not hold

office (without re-election) past the third annual

Meeting following the Director’s appointment, or three

years, whichever is longer.

1.2 Accordingly, Geoff Plunket and Dr Barry Richardson

retire by rotation at this Meeting and seek re-election.

1.3 All other Directors (except for Anita Johansen - see

explanatory notes for Resolution 3) have been elected

(or re-elected) at the two most recent annual Meetings

so will continue to hold office.

2. RESOLUTION 1

Re-election of Geoff Plunket

2.1 Geoff was appointed as a

Director of Blis Technologies

Limited in May 2018, taking

over the chair role in July 2021.

2.2 Geoff worked for Coopers & Lybrand (now PwC) and

KPMG in Dunedin and Birmingham, UK through the

1980’s before joining Port Otago Limited in 1988, as

Chief Financial Officer. Geoff spent the following 29

years with the Port Otago Group, before retiring in

2017. Geoff worked across the business in a variety

of roles, culminating in appointment as CEO in 2004,

a position he held until retirement. Geoff is also an

independent Director on the Port of Auckland.

2.3 Geoff is a Fellow of Chartered Accountants Australia

and New Zealand, and a Member of the Institute of

Directors.

2.4 These details will also be available on the Company’s

website: www.blis.co.nz/pages/corporate-governance.

2.5 The Board has determined that Mr Geoff Plunket is an

Independent Director for the purposes of the Listing

Rules and supports his re-election as a Director.

3. RESOLUTION 2

Re-election of Dr Barry

Richardson

3.1 Barry is Dunedin based and

has been a Director of Blis

Technologies Limited since

July 2018, serving on the Audit and Risk Committee

during this time.

3.2 Barry joined the NZ Dairy Board in 1985 after a period

in research and development and also undertook

business development roles in two joint venture

companies. In 1991 he joined Tatua Co-op Dairy Co.

Limited to develop a milk biologics business and was

also General Manager, International and Strategic

Development. Barry later became CEO of Westland

Milk Products Limited when the company chose to

independently market its own dairy products with the

deregulation of the dairy industry at the end of 2001.

3.3 Transitioning to Blis Technologies Limited in 2006,

Barry served as CEO until 2016 and currently serves as a

Director at CertusBio Limited.

3.4 With academic credentials including an M.Sc. (Hons) in

Biochemistry and a PhD from Massey University, Barry

is recognized as a Fellow of both the NZ Institute of

Management and the NZ Institute of Food Science and

Technology. He received the prestigious JC Andrews

award in 2003 for his contributions to Food Science and

Technology.

3.5 These details will also be available on the Company’s

website: https://blis.co.nz/pages/corporate-governance.

3.6 The Board has determined that Dr Barry Richardson is

an Independent Director for the purposes of the Listing

Rules and supports his re-election as a director.

EXPLANATORY NOTES
4.RESOLUTION 3

Election of Anita Johansen

4.1 Anita Johansen is the CEO of

Probi AB and was appointed

by the Board in accordance

with clause 11.2 (b) of the

constitution of the Company on 1 January 2024.

4.2 Under the Listing Rules, any Director appointed by

the Board during the year shall hold office until the

commencement of the next annual meeting, when they

will cease to hold office and, being eligible, may put

themselves forward for election at that meeting.

4.3 Accordingly, Anita Johansen ceases to hold office at the

Meeting and offers herself for election by shareholders.

4.4


Further details in relation to Anita Johansen are set

out below

. These details will also be available on the

Company’s website: www.blis.co.nz/pages/corporate-

governance

4.5 Anita Johansen is currently CEO of Probi AB. Anita is

also currently serving as an elected board member of

International Association of Probiotics (IP

A) and on the

board of IPA Europe.

4.6

Anita joined Probi AB in April 2022 as the V

ice President

of Research and Development, and since April 2023

has been the CEO. Throughout her career she has been

working with product development and held leadership

positions in global consumer healthcare companies, such

as Ferrosan, Pfizer Consumer Healthcare, Novozymes and

USP Zdrowie.

4.7 Anita earned her Master of Pharmacy and her PhD in

Pharmaceutical T

echnology from the Danish University of

Pharmaceutical Sciences, University of Copenhagen.

4.8


The Board has determined that Anita Johansen is not an

Independent Director due to her role as CEO of Probi AB,

which is a substantial product holder of Blis T

echnologies

Limited.

4.9 The Board supports the election of Anita as a

Director.

www.blis.co.nz
Physical Address

Blis Technologies Limited

Ground Floor

442 Moray Place

Dunedin 9016

Postal Address

PO Box 2208

Dunedin 9044

New Zealand

Email

info@blis.co.nz

---

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com




PROXY FORM/ADMISSION CARD FOR BLIS TECHNOLOGIES LIMITED 2024 ANNUAL MEETING

Notice is hereby given that the Annual Meeting of Shareholders of Blis Technologies Limited (the Company) will be held at the Dunedin Public Art

Gallery, Auditorium, 30 The Octagon, Dunedin on Wednesday, 28 August 2024, commencing at 11:00am. If you will attend the Meeting, please

bring this form to assist with your registration. If you will not attend the Meeting but wish to be represented by proxy, please complete and return this

form (in accordance with the lodgment instructions above) to Blis Technologies Limited share registry, MUFG Corporate Markets (formerly known as

Link Market Services), by no later than 11:00am, Monday 26 August 2024. Shareholders are also able to attend the Annual Meeting online via

the MUFG Corporate Markets (formerly Link Market Services) Virtual Annual Meeting platform at http://www.virtualmeeting.co.nz/blt24 If you

will be attending online, you will require your Holder Number for verification purposes.


Appointment of proxy

All shareholders are entitled to attend and vote at the meeting or to appoint a proxy and vote in their place, unless specifically excluded, in the case of

a corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a shareholder. If you

wish, you may appoint “The Chair of the Meeting” as your proxy or as alternative to your named proxy. The Chair of the Meeting intends to vote all

discretionary proxies in favour of the relevant 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 this Proxy Form is returned duly signed by a Shareholder with voting

instructions included, but without specifying a person that is appointed as proxy, the Chairperson is deemed to be the proxy for the purpose of that form,

but only to vote to the extent of the voting instructions provided.


Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with

your registration.

A corporation which is a Shareholder may appoint a representative to attend the Meeting on its behalf in the same manner as it could appoint a proxy.

A proxy does not need to be a shareholder of the Company.

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, or on behalf of, the joint shareholder (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 received at the office of MUFG Corporate Markets (formerly Link Market Services), in any manner as per

the instructions below

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 https://investorcentre.linkgroup.nz/voting/BLT to appoint your proxy

LODGE YOUR PROXY

Online:

https://investorcentre.linkgroup.nz/voting/BLT

Scan & email:

meetings@linkmarketservices.com Mail:

Use the reply paid

Deliver: envelope or address to:

MUFG Corporate Markets MUFG Corporate Markets

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

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder(s) of Blis Technologies Limited hereby appoint:



of

(full name of proxy) (full address)


Or


of

(full name of proxy) (full address)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Wednesday, 28 August 2024 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 on each resolution

as he/she sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.



STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

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 a poll and your votes will not be counted computing the required majority, for that item.


BUSINESS

To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

For Against Abstain Discretion

1. That Geoff Plunket be re-elected as a Director of the Company.

   

2. That Dr Barry Richardson be re-elected as a Director of the Company.

   

3. That Anita Johansen be elected as a Director of the Company.

   

4. That the Directors be authorised to fix the remuneration of the auditors for the ensuing year.

   


STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ Meeting (either in person or via the virtual meeting platform at www.virtualmeeting.co.nz/blt24 will

have the opportunity to ask questions during the Meeting. If you cannot attend the Annual Shareholders’ Meeting but would like to ask a question, you

can submit a question online by going to https://investorcentre.linkgroup.nz/voting/BLT and completing the online validation process or complete the

question section below and return to MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 11:00am on

Monday 26 August 2024. The Board will address and answer questions at the Annual Meeting.



STEP 4: 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.


Question:

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