Notice of Annual Meeting and Proxy Voting Form

AFC GROUP HOLDINGS LIMITED
(Listed on the NZX: AFC)
Suite A, Level 15, Tower 2, 205 Queen Street, Auckland CBD
Ph: +64 (09) 930-0245

Notice of Annual Meeting and Proxy Voting Form

Further to AFC Group Holdings Limited (AFC) announcement of 22 July 2024, AFC
gives you notice that the annual meeting of shareholders will be held online via Zoom
link commencing at 2:00 pm on 06 September 2024. Attached is a copy of the Notice
of Annual Meeting and Proxy Voting Form.

Shareholders can watch the proceedings via the Zoom link from the below information:
You are invited to a Zoom meeting.
Time: Sep 6, 2024 02:00 PM Auckland, Wellington
Register in advance for this meeting:
https://us06web.zoom.us/j/84532633599?pwd=P5KuPmi0RqWDKoYcyTQmIB6PGa
S5lb.1
Meeting ID: 845 3263 3599
After registering, you will receive a confirmation email containing information about
joining the meeting.
The Annual Report for the year ended 31 March 2024 has been mailed to those
shareholders not registered to receive communications electronically. The Annual
Report is also available on AFC’s website at www.afcnz.com.

On behalf of the Board of Directors


Hao Long
CFO
07 August 2024

For Further Information
Please contact Mr Howard Long
howard.long@afcnz.com
+64- 21- 244-8000

---

1
AFC GROUP HOLDINGS LIMITED
(Listed on the NZX: AFC)
Suite A, Level 15, Tower II
205 Queen Street
Auckland
Ph: +64 (09) 930-0245


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

06 September 2024


AFC Group Holdings Limited (the Company) gives you notice that the annual
meeting of shareholders will be held online via Zoom link commencing at 2:00
pm on 06 September 2024.

Shareholders can watch the proceedings via Zoom link from the below
information.

You are invited to a Zoom meeting.
Topic: AFC GROUP HOLDINGS LIMITED AGM 2024
Time: Sep 06, 2024, 02:00 PM Auckland, Wellington
Register in advance for this meeting:
https://us06web.zoom.us/j/84532633599?pwd=P5KuPmi0RqWDKoYcyTQmIB
6PGaS5lb.1
After registering, you will receive a confirmation email containing information
about joining the meeting.

Watching the Meeting on Zoom does not constitute being present at the Meeting,
and, accordingly, Shareholders cannot vote via Zoom – if you wish to vote,
please vote by proxy in accordance with the instructions on page 3 of this Notice.
If you wish to vote on the date, you can email your Shareholder details
CSN/Securityholder Number, your registered name and address and your
voting intentions for each Resolution or scan your proxy/voting form to
accounts@afcnz.com by 3:00 p.m. on Friday 06 September 2024.
Shareholders who cannot attend may also submit questions for the Board or
management by email to accounts@afcnz.com by 5.00 p.m. on Thursday 05

2
September 2024. Questions will be grouped where possible and answered in
General Business. Questions asked via the Zoom tool will not be addressed.

The Explanatory Notes which accompany this Notice of Meeting set out the
details of the transactions which are the subject of the resolutions and the
approval required for each resolution by the shareholders of the Company
pursuant to the NZX Listing Rules, the Companies Act 1993 and the constitution
of the Company.

The business of the meeting will be:

1. Chairman’s Introduction
2. Apologies
3. Resolution 1: Annual Report
To receive and consider the Annual Report, including the audit report and
financial statements, for the year ended 31 March 2024.
“That the Annual Report be received.”
4. Resolution 2: Fixing the Fees and Expenses of the auditor
To record that shareholders the automatic reappointment of the Auditor,
William Buck, and authorise the directors to fix the fees and expenses of
the auditor for the financial year ending 31 March 2025 pursuant to
section 200 of the Companies Act 1993 and to consider, and if thought
fit, to pass the following ordinary resolution
“ That the directors of the Company be authorised to fix the fees
and expenses of William Buck Audit (NZ) Limited as the
Company’s auditor.”
5. Resolution 3: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution
pursuant to NZX Listing Rule 2.7.1:
“That Shuang (Simon) Xia, who retires by rotation and is eligible
for re-election, be elected as a non-executive director of the
Company.”

3
6. Resolution 4: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution
pursuant to NZX Listing Rule 2.7.1:
“That Zilei (Jacky) Wang, who retires by rotation and is eligible
for re-election, be elected as an independent director of the
Company.”
7. Resolution 5: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution
pursuant to NZX Listing Rule 2.7.1:
“That Jingwei (Karen) Ma, who retires by rotation and is eligible
for re-election, be elected as an independent director of the
Company.”
8. General Business

Attending the Meeting
AFC Group Holdings Limited advises that it will not offer shareholders the ability
to attend the Annual Shareholders’ Meeting in person. Shareholders will be able
to attend the meeting, which is to be held on Friday 06 September 2024,
through a virtual meeting platform only.

Explanatory Notes
Explanatory notes on Resolution 2 to 5 accompany this Notice of Meeting.

Ordinary Resolution
An ordinary resolution means a resolution passed by a simple majority of votes
of shareholders of the Company entitled to vote and voting.

Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of the
Resolutions 1 to 5.

Proxies and Representatives
Shareholders may exercise their right to vote at the meeting either by email or
by appointing a proxy to attend and vote in their place. A proxy need not be a
shareholder of the Company. The Chairman of the meeting is willing to act as

4
proxy for any shareholder who may wish to appoint him for that purpose. The
Chairman intends to vote any discretionary proxies, that he receives, in favour
of the resolutions. A body corporate shareholder may appoint a representative
to attend the meeting on its behalf. A proxy form is enclosed with this notice.

If you wish to vote by proxy you must complete the form and produce it to the
Company by delivering it to the Company’s Share Registrar, Computershare
Investor Services Ltd, Level 2, 159 Hurstmere Road, Takapuna, Auckland or by
posting it to The Share Registrar, AFC Group Holdings Limited, c/o
Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142, New
Zealand (in each case), so as to be received no later than 48 hours before the
meeting is due to begin (i.e. before 2:00 pm on 04 September 2024).

By order of the Board

Hao Long

CFO
07 August 2024

5
EXPLANATORY NOTES

Resolution 2 - Fixing the Fees and Expense of the auditor

William Buck Audit (NZ) Limited is automatically reappointed at the Meeting as
the auditor of the Company under section 207T of the Companies Act. Section
207S of the Companies Act provides that, if the auditor is appointed at a
meeting of the Company, the fees and expenses of the auditor must be fixed
by the Company at the Meeting or in the manner that the Company determines
at the Meeting. Resolution 2 accordingly authorises the Directors to fix the fees
and expenses of the auditor for the financial year ending 31 March 2025.

Resolution 3 – 5 Re-election of Director

Pursuant to NZX Listing rule 2.7.1 adopted within the Company’s constitution
requires that at every annual meeting, at least one third of the Directors and
those who have been longest in office since their last election shall retire from
office. The Company currently has six directors. Three of those directors
Shuang(Simon) Xia, Zilei (Jacky) Wang, and Jingwei (Karen) Ma retire by
rotation, and being eligible for re-election, has offered themselves for re-
election.

Shuang (Simon) Xia
Mr. Shuang (Simon) Xia studied Commerce in the UK and New Zealand for
years. After graduating from university in 2016, he has been engaged in the
wine, cosmetics, and investment industries. He has participated in mergers and
acquisitions and IPOs of listed companies in China and New Zealand. Mr.
Shuang (Simon) Xia has been the Chief Executive Officer of AFC Biotechnology
Manufacture Co Limited since June 2019 and brings his expertise to explore
the sales channels for AFC.

Zilei (Jacky) Wang
Mr. Wang graduated from Shanghai International Studies University, where he
obtained a master’s degree of Arts in English Language and Literature. He is a
member of The Chinese Institute of Certified Public Accountants (CICPA) and
has business experience in corporate finance, cross-border M&A, corporate
governance, and financial management in New Zealand. He sits on the Board

6
of several private companies in New Zealand. Mr. Wang joined AFC in 2018
and he is currently the independent director of AFC Group Holdings Limited.

Jingwei (Karen) Ma
Ms Jingwei Ma was appointed director of AFC Group Holdings Limited on 29
March 2021. She graduated from Japan Aichi University in 2010, major in
International Relations. She is a visionary entrepreneur who owns a business
in the education sector and operates two female fitness clubs in Xi’an China.
Both of her businesses have achieved remarkable results. Ms Ma has brought
her governance expertise and trading channels to AFC to stimulate the
international trade sector.

---

Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder 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
Watching the Meeting on Zoom does not constitute being present at the Meeting,
and, accordingly, Shareholders cannot vote via Zoom – if you wish to vote,
please vote by proxy in accordance with the instructions on page 4 of this Notice.
If you wish to vote on the date, you can email your Shareholder details
CSN/Securityholder Number, your registered name and address and your voting
intentions for each Resolution or scan your proxy/voting form to
accounts@afcnz.com by 3:00 p.m. on Friday, 6 September 2024.
Voting on 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.
Attending the Meeting
Please refer to the enclosed Notice of Meeting for details on accessing the
meeting.
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 or by email to
accounts@afcnz.com.
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 2:00 pm (New Zealand Time) Wednesday, 4 September 2024.
ZOOM ANNUAL MEETING
AFC Group Holdings Limited (the Company) gives you notice that the annual meeting of shareholders will be held online via Zoom link
commencing at 2:00pm on Friday, 6 September 2024. Shareholders can watch the proceedings using the below access details.
Topic: AFC GROUP HOLDINGS LIMITED AGM 2024. Date: Friday, 6 September 2024 Time: 02:00 pm Auckland, Wellington.
Join Zoom Meeting https://us06web.zoom.us/j/84532633599?pwd=P5KuPmi0RqWDKoYcyTQmIB6PGaS5lb.1.
Meeting ID: 845 3263 3599.
AFC Group Holdings Limited

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
AFC Group Holdings Limited to be held via Zoom on Friday, 7 September 2024 commencing at 2.00 pm (New Zealand Time) and at any adjournment of
that meeting.
I/We being a securityholder/s of AFC Group Holdings Limited
Items of Business - Voting Instructions
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Director
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Business
1.

That the Annual Report be received.
2.

That the directors of the Company be authorised to fix the fees and expenses of William Buck Audit (NZ) Limited as the
Company’s auditor.
3.
That Shuang (Simon) Xia, who retires by rotation and is eligible for re-election, be elected as a non-executive director
of the Company.
4.
That Zilei (Jacky) Wang, who retires by rotation and is eligible for re-election, be elected as an independent director
of the Company.
5.
That Jingwei (Karen) Ma, who retires by rotation and is eligible for re-election, be elected as an independent director
of the Company.
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).
Proxy contact Details (Phone): and (Email):