Notice of Annual Shareholders Meeting

www.aofrio.com





P: + 64 9 477 4500 E: info@aofrio.com
® is a registered Trademark of AoFrio Ltd

A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

Notice of Annual Meeting of Shareholders
Notice is hereby given that the 2025 Annual Meeting of shareholders of AoFrio Limited (the
“Company”) will be held on

Wednesday, 28 May 2025 commencing at 1:00 pm.

Join us in person or online at:

Physical: At AoFrio’s registered address - 78 Apollo Drive, Rosedale, Auckland
Online:
https://meetnow.global/NZ


The venue will be open for registrations at 12.45pm.

For online attendance, please refer to the Virtual Meeting Guide or the Virtual Meeting Participation
instructions in the Procedural Notes and Other Information section of this Notice of Meeting.



Important dates and times

Vote-eligibility date for voting entitlements for the Annual Meeting:
Friday 23 May 2025, close of trading.

Last time for receipt of voting / proxy voting forms:
Monday 26 May 2025, 1:00pm

AO232




A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

P: + 64 9 477 4500 E: investor-relations@aofrio.com
® is a registered Trademark of AoFrio Ltd.

Order of Business

A. Chairman’s Address
B. Chief Executive Officer’s Address
C. Shareholder questions
D. Ordinary Resolutions
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
Resolution 1 – Re-Election of John Scott

That John Scott be re-elected as a director of the Company.
Resolution 2 – Re-Election of Keith Oliver

That Keith Oliver be re-elected as a director of the Company.
Resolution 3 - Auditor’s Remuneration
That the Directors of the Company be authorised to fix the fees and expenses of the auditor.

E. General Business
To consider such other business as may lawfully be raised at the meeting.


Please read the Explanatory Notes and the Procedural Notes and Other Information for further
information in relation to all the Resolutions.

On behalf of the Board



Howard Milliner
Company Secretary
28 April 2025

AO232




A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

P: + 64 9 477 4500 E: investor-relations@aofrio.com
® is a registered Trademark of AoFrio Ltd.

Explanatory Notes

Resolution 1 – Re-election of John Scott

NZX Listing Rule 2.7.1 requires that the Company’s Directors must not hold office without re-election
past the third Annual Meeting of shareholders following their appointment or three years, whichever is
longer. Having been last elected in 2022, John Scott will retire from office at this year’s Annual
Meeting. Being eligible, he offers himself for re-election as a Director of the Company.
A brief biography of John Scott is provided below.


John has been an AoFrio board member since 2019. His in-depth knowledge of exporting vertically
integrated hardware, firmware & applications technology solution stacks used in DaaS, SaaS and IoT
has seen him play a pivotal role in recalibrating the business into a hardware-enabled, SaaS
company.
John has 30yrs global experience in a range of C suite roles (CEO, Sales, Marketing, Product
Operations) in Invenco, Navico, Brunswick and Navman.
Alongside his role on the AoFrio Board, John is on the boards of ERoad, Vessev (Chair), Digital
Matter (Chair) and AsBuilt. John has an engineering degree from Auckland University.

John owns around 0.65% of AoFrio.

The Board has determined that Mr. Scott is an Independent Director as defined in the NZX Listing Rules.

AO232




A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

P: + 64 9 477 4500 E: investor-relations@aofrio.com
® is a registered Trademark of AoFrio Ltd.

Resolution 2 – Re-election of Keith Oliver


NZX Listing Rule 2.7.1 requires that the Company’s Directors must not hold office without re-election
past the third Annual Meeting of shareholders following their appointment or three years, whichever is
longer. Having been last elected in 2022, Keith Oliver will retire from office at this year’s Annual
Meeting. Being eligible, he offers himself for re-election as a Director of the Company.

A brief biography of Keith Oliver is provided below.



Keith is Chairman of Blackhawk.io, and a director at VWork Limited and Alto Capital. Keith’s previous
roles include Executive Chairman at high-tech company Compac Sorting Ltd and independent director of
Rakon Limited and the science-led Crown Research Institute ESR.

The Board has determined that Mr. Oliver is an Independent Director as defined in the NZX Listing Rules.

AO232




A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

P: + 64 9 477 4500 E: investor-relations@aofrio.com
® is a registered Trademark of AoFrio Ltd.

Resolution 3 – Auditor’s Remuneration
Deloitte is the existing auditor of the Company and is automatically re-appointed by virtue of section
207T of the New Zealand Companies Act 1993. The proposed ordinary resolution is required to
authorise the Directors of the Company to fix the auditor’s remuneration for the purposes of section
207S of the New Zealand Companies Act 1993.

The Board of AoFrio Limited confirms its support for all the above resolutions and recommends
that you vote in favour at the meeting.

AO232




A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

P: + 64 9 477 4500 E: investor-relations@aofrio.com
® is a registered Trademark of AoFrio Ltd.

Procedural Notes and Other Information

Hybrid meeting
All shareholders will have the option to attend and participate in the Annual Meeting either in person or,
alternatively, online via an internet connection using a computer, laptop, tablet or smartphone.

If the Board determines a physical meeting is inappropriate in the circumstances (for example due to COVID-19
concerns), the Company may, in its sole discretion, elect to hold the Annual Meeting as a virtual only meeting.

Details of how to attend and participate in the Annual Meeting virtually are set out below.

Persons entitled to vote.
Voting entitlements will be determined at the close of trading on Friday 23 May 2025. Registered shareholders at
that time will be the only persons entitled to vote at the Annual Meeting and only the shares registered in those
shareholders’ names at that time may be voted at the meeting.

Requisite majority
Each of the Resolutions will be passed if approved by an ordinary resolution at the Annual Meeting. An ordinary
resolution is a resolution approved by a simple majority of the votes of those shareholders entitled to vote and
voting on the resolution (directly or by proxy or representative (in each case, through the means described
below)). Each Resolution is a separate resolution to be voted on separately by shareholders. Accordingly, each
Resolution may be approved regardless of the outcome of the vote on any other Resolution.

Proxies and corporate representatives

Shareholders entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote on their
behalf. A corporation may appoint a person to attend the meeting as its representative in the same manner as it
may appoint a proxy. If a shareholder wishes to appoint a proxy (or in the case of a corporate shareholder, a
representative), the shareholder must make that appointment online by visiting www.investorvote.co.nz or by
completing and returning the Voting and Proxy Form accompanying this Notice of Meeting.

The Voting and Proxy Form must be completed (if online), or returned, by no later than Monday 26 May 2025 at
1.00pm.

A proxy need not be a shareholder. For example, shareholders may appoint the Chairman of the Board or
another person (such as the Chairman of the Annual Meeting) to act as their proxy. It is intended that the
Chairman of the Board be the Chairman of the Annual Meeting.

The Chairman of the Annual Meeting, or any other Director of AoFrio, is willing to act as a proxy on behalf of
shareholders who wish to appoint them for that purpose. The Chairman of the Annual Meeting and Directors who
act as proxies on behalf of shareholders intend to vote any proxy discretion given to them in favour of the
resolutions, provided that each of the Directors putting themselves forward for election / re-election will abstain
from voting any discretionary proxies given to them relating to their own re-election.

If your proxy is not the Chairman of the Annual Meeting or a Director of AoFrio, and they intend to join the
meeting virtually, please ensure that you provide their contact details in the space provided on the Proxy and
Voting Form.

If you appoint a proxy, you may either direct your proxy how to vote for you or you may give your proxy discretion
to vote as he/she sees fit. If you wish to give your proxy discretion, then you must mark the appropriate boxes on
the Voting and Proxy Form. If you do not tick any box for a particular resolution then your proxy may vote as they
choose, as if you had selected ‘Proxy Discretion’.

AO232




A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

P: + 64 9 477 4500 E: investor-relations@aofrio.com
® is a registered Trademark of AoFrio Ltd.

If, in appointing your proxy, you do not name a person to be your proxy, the Chairman of the Annual Meeting will
be your proxy and will vote in accordance with your express directions.

If additional matters are raised during the Annual Meeting which require a shareholder vote, your proxy will be
entitled to vote on these additional matters as your proxy thinks fit.

Shareholders may revoke their proxies by giving written notice of revocation to the Company in the manner set
out below no later than Monday 26 May 2025 at 1.00pm.

Voting

Voting on the resolutions to be put before the Annual Shareholder Meeting will be conducted by way of poll. As a
shareholder you may cast your vote in one of three ways:

(a) you may attend the meeting in person and vote, or you may participate virtually and vote at the meeting
via an online platform https://meetnow.global/nz; or

(b) you may appoint a proxy or (in the case of a corporate shareholder) a representative to attend the
meeting in person and vote in your place or to participate virtually and vote at the meeting in your place
via an online platform https://meetnow.global/nz; or

(c) you may cast a postal vote by lodging your postal vote or proxy online, by mail or by scan and email to
one of the addresses below.

If you (or your proxy on your behalf) vote online you (or they) will be required to enter your CSN Securityholder
number and postcode/ country of residence and the secure access control number that is located on the front of
your Proxy and Voting Form or follow the prompts in the email you receive from the share registrar,
Computershare Investor Services Limited.

If a Shareholder wishes to cast a postal vote, the Voting and Proxy Form must be completed and received by
AoFrio no later than Monday 26 May 2025 at 1.00pm. AoFrio’s Company Secretary has been authorised by the
Board of AoFrio to receive and count postal votes at the Annual Meeting.

Details of how to participate in the Annual Meeting virtually are set out below.

The addresses for the purpose of lodging the Voting and Proxy Form are as follows:

Lodge your postal vote or proxy

Online
www.investorvote.co.nz

By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand

By Scan and email to
corporateactions@computershare.co.nz
For all enquiries contact

+64 9 488 8777

AO232




A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand

P: + 64 9 477 4500 E: investor-relations@aofrio.com
® is a registered Trademark of AoFrio Ltd.

corporateactions@computershare.co.nz
If you are attending in person, please bring the enclosed Proxy and Voting Form to the Annual Meeting to assist
with your registration.

Virtual meeting participation

Shareholders can attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting, select ‘New Zealand’ from the drop-down box, click ‘Go’ under
the AoFrio 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 accompanying Virtual Meeting Guide for more information.

You will need the latest version of Chrome, Safari, Edge, or Firefox to access the meeting. Please ensure your
browser is compatible.

Shareholders may vote on the resolutions to be put to the Annual Meeting, and ask questions, by using their own
computers or mobile devices through the online participation portal, as described in the accompanying Virtual
Meeting Guide.

Shareholders may also send questions in advance of the meeting to investor-relations@aofrio.com. The main
themes will be aggregated and responded to at the meeting, provided that the Company reserves the right not to
address questions that, in the Chairman’s opinion, are not reasonable or appropriate in the context of an Annual
Meeting, or any written question in advance of the meeting that was not received by the close of business on
Friday 23 May 2025.

Details of how to participate in the Annual Meeting virtually are provided in the Virtual Meeting Guide
accompanying this Notice of Meeting. Shareholders are encouraged to review the Virtual Meeting Guide prior to
the meeting.

If you have any questions, or need assistance with the online process, please contact Computershare on
+64 9 488 8777 between 8.30am and 5.00pm (NZST) Monday to Friday or by email to corporateactions@
computershare.co.nz.