Notice of Annual Meeting

Market release 24 October 2024


Notice of Annual Meeting of Shareholders
Bremworth Limited (NZX: BRW) has today released its Notice of Annual Meeting of
shareholders.
The Annual Meeting will be held at the Residium Design + Building Centre, 165 The Strand,
Parnell, Auckland, and virtually via Computershare's online meeting platform at
https://meetnow.global/nz, on Tuesday, 26 November 2024, 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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26 NOVEMBER 2024
NOTICE
OF ANNUAL
MEETING
Notice is hereby given that the 2024 Annual
Meeting of shareholders of Bremworth
Limited will be held at the Residium Design
+ Building Centre, 165 The Strand, Parnell,
Auckland, and virtually via Computershare’s
online meeting platform at
https://meetnow.global/nz, on Tuesday,
26 November 2024, commencing at
2.00 pm (“Notice of Meeting”).

1
NOTICE OF ANNUAL MEETING 2024
IMPORTANT
INFORMATION
KEY DATES AND TIMES
All times given are New Zealand times
5.00 PM, FRIDAY, 22 NOVEMBER 2024
Record date for determining voting entitlements
at the Annual Meeting of shareholders
2.00 PM, SUNDAY, 24 NOVEMBER 2024
Latest time for receipt of proxy
appointments and postal votes
2.00 PM, TUESDAY, 26 NOVEMBER 2024
Annual Meeting of shareholders

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INSTRUCTIONS
Shareholders can attend the Annual Meeting either in person at
the Residium Design + Building Centre, 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 13 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 email broadcast, for
verification purposes.
ATTENDING
THE HYBRID
ANNUAL
MEETING

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LETTER
FROM THE
CHAIR AND
ITEMS OF
BUSINESS
ITEMS OF BUSINESS
A. Chair’s address
B. Chief Executive Officer’s address
C. Shareholder questions and discussion
of 2024 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 George Adams:
That George Adams, 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 - Auditor’s remuneration:
That the directors be authorised to fix the
remuneration of the auditor. See also
Explanatory Note 2.
E. Other business
To consider any other business that may properly be
brought before the Annual Meeting.
Transcripts of the Chair’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
Chair
25 October 2024
DEAR SHAREHOLDER
On behalf of the Board of Directors (“Board”), I am
pleased to invite you to the 2024 Annual Meeting
(“Annual Meeting”) of shareholders of Bremworth
Limited (“Company”) to be held at the Residium
Design + Building Centre, 165 The Strand, Parnell,
Auckland, and virtually via Computershare’s online
meeting platform at https://meetnow.global/nz, on
Tuesday, 26 November 2024, 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 10 to 12 for
further detail.

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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.
ORDINARY RESOLUTION 1:
RE-ELECTION OF GEORGE ADAMS
GEORGE ADAMS DipFSA(Hons), FCA, CFInstD
Independent Chair of the Board
Term of office
Appointed as a director on 1 June 2018
Last re-elected 25 November 2021 Annual Meeting
Board Committees
Nomination (Chair), Audit and Remuneration

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ORDINARY RESOLUTION 2:
AUDITORS REMUNERATION
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 2025 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
auditor is given by way of resolution at each annual
meeting of shareholders of the Company.
Profile
George has been an independent director of the Company
since June 2018.
He was appointed Chair of the Board and Chair of the
Board’s Nomination Committee in July 2020 and is also
a member of the Board’s Audit and
Remuneration Committees.
George brings outstanding commercial and governance
experience from more than 30 years of international
business experience in the fast-moving consumer goods
and telecommunications industries, as well as a strong
background in occupational health and safety.
George was previously Managing Director of Coca-Cola
Amatil New Zealand and Fiji, a role he held for 10 years.
During this time, George also chaired the New Zealand
Food and Grocery Council.
Prior to moving to New Zealand in 2003, George was
Finance Director of British Telecom Northern Ireland and
Group Finance Director of Dublin-based bottling company
Molino Beverages.
George is also currently Chair of Synlait Milk Limited and a
director of ArborGen Holdings Limited, both of which are
also listed on the NZX.
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. Accordingly, George Adams must
retire. A retiring director is eligible for re-election.
The other directors unanimously support the re-election
of George Adams as a director.
The Board has determined that George will continue to
be an independent director.
ORDINARY RESOLUTION 1:
RE-ELECTION OF GEORGE ADAMS (CONTD)

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PROCEDURAL
NOTES
VOTING
As required by NZX Listing Rule 6.1.1, the Chair 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 Friday,
22 November 2024 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 Chair, 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 the Chair will abstain from voting discretionary
proxies in respect of his 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 Chair 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 Chair 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, except that the Chair will abstain from
voting discretionary proxies in respect of his own re-election.
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 Sunday, 24 November 2024
(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.
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 Sunday,
24 November 2024 (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.

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Balfour Rd
Watt St
St Georges Bay Rd
Gladstone Rd
Tamaki Dr
The Strand
Kenwyn St
The Strand
Cotesmore Way
Sudbury Terrace
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 smartphone or tablet. 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 2024.
VENUE
Residium Design + Building Centre
165 The Strand, Parnell, Auckland
PARKING
Bremworth will try to secure as many carparking spaces
at the Residium as possible for shareholders attending
the Annual Meeting, but please note that there are
limited number of carparks available at the venue.
Shareholders will be directed to the appropriate carparks
at the venue on arrival but, failing that, will be directed
to the Wilson Carpark at 70, The Strand, Parnell.
Additionally, a mix of free and metered parking may be
available on nearby streets, including Gladstone Road,
St Georges Bay Road, Kenwyn Street and Watt Street.
VENUE AND
PARKING
PROCEDURAL NOTES (CONTD)
RESIDIUM

Bremworth Ltd

7 Grayson Avenue, Auckland 2104
P O Box 97040, Auckland 2241
Telephone: 0800 808 303, +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 Residium Design + Building Centre,
165 The Strand, Parnell, Auckland, or virtually via Computershare’s online meeting platform at https://meetnow.global/nz on
Tuesday, 26 November 2024, commencing at 2.00 pm (NZDT).
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/or 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 Fax
+64 9 488 8787
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 (NZDT) Sunday, 24 November 2024.
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 Chair 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. The directors' intention as to how they intend to vote
discretionary proxies is set out in the Notice of Meeting.
(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
s
ole 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 Chair 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 fav our of
the resolutions, except that the Chair will abstain from voting discretionary proxies in
respect of his own re-election.
Shareholder questions
If you have any questions for the directors, please write them
o
n a separate sheet of paper and return them with this form, or email
kmain@bremworth.co.nz. by 2.00 pm (NZDT) on Sunday, 24 November 2024.
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
Want to receive your communications quickly? Elect electronic communications by providing your email address below and returning this form.
(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 Residium Design + Building Centre, 165 The Strand, Parnell, Auckland, and virtually via Computershare’s online meeting platform at
https://meetnow.global/nz, on Tuesday, 26 November 2024 commencing at 2.00 pm (NZDT) 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
Residium Design + Building Centre, 165 The Strand,
Parnell, Auckland, and virtually via Computershare’s
online meeting platform at https://meetnow.global/nz,
on Tuesday, 26 November 2024 commencing at 2.00 pm (NZDT).
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 George Adams:
That George Adams, who retires and who is eligible for re-election, be re-elected as a director of the Company. See also
Explanatory Note 1 of the accompanying Notice of Meeting.
2.Auditor’s remuneration:
That the directors be authorised to fix the remuneration of the auditor. See also Explanatory Note 2 of the accompanying
Notice of Meeting.
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 Chair 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 Chair 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):

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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.