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) 300-6268

Notice of Annual Meeting and Proxy Voting Form

Further to AFC Group Holdings Limited (AFC) announcement of 29 July 2025, AFC
gives you notice that the annual meeting of shareholders will be held online via Zoom
link commencing at 2:00 pm on 15 September 2025. 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.
Topic: AFC GROUP HOLDINGS LIMITED AGM 2025
Time: Sep 15, 2025 02:00 PM Auckland, Wellington
Register in advance for this meeting:
https://us06web.zoom.us/j/88682192019?pwd=SSCpb4UYsIfxqJmdzxsMf4LUFJcG
Az.1
After registering, you will receive a confirmation email containing information about
joining the meeting.
The Annual Report for the year ended 31 March 2025 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


Jenny Liang
CFO
13 August 2025

For Further Information
Please contact Jenny Liang
jenny.liang@afcnz.com

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AFC GROUP HOLDINGS LIMITED
(Listed on the NZX: AFC)
Suite A, Level 15, Tower II
205 Queen Street
Auckland
Ph: +64 (09) 300-6268


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

15 September 2025


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 15 September 2025.

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 2025
Time: Sep 15, 2025 02:00 PM Auckland, Wellington
Register in advance for this meeting:
https://us06web.zoom.us/j/88682192019?pwd=SSCpb4UYsIfxqJmdzxsMf4LU
FJcGAz.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 pm on Monday 15 September 2025.
Shareholders who cannot attend may also submit questions for the Board or
management by email to accounts@afcnz.com by 5.00 pm on Friday 12

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September 2025. 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 2025.
“That the Annual Report be received.”
4. Resolution 2: 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 Yang Xia, who retires by rotation and is eligible for re-
election, be elected as a non-executive director of the
Company.”
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 Bo Xian (Charles) Cao, who retires by rotation and is
eligible for re-election, be elected as an independent director of
the Company.”

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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 Jianfeng (David) Chen, who retires by rotation and is
eligible for re-election, be elected as a non-executive director of
the Company.”
7. 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 Monday 15 September 2025,
through a virtual meeting platform only.

Explanatory Notes
Explanatory notes on Resolution 2 to 4 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 4.

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
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

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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 13 September 2025).


By order of the Board


Jenny Liang

CFO
13 August 2025

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EXPLANATORY NOTES

Resolution 2 – 4 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 Yang
Xia, Bo Xian (Charles) Cao, and Jianfeng (David) Chen retire by rotation, and
being eligible for re-election, has offered themselves for re-election.

Yang Xia
Mr. Yang Xia has over 30 years of experience in the commercial and financial
sectors. Before establishing his own business ventures, he held senior
management and leadership positions within the Chinese Government’s
finance department, as well as in major state-owned enterprises. Mr. Xia
currently serves on the boards of several Chinese companies across a wide
range of industries. While the majority of his investments are based in China,
he has also expanded his investment portfolio to include ventures in Thailand,
Australia, and New Zealand. In 2014, he founded NZ Silveray Group Limited.

Bo Xian (Charles) Cao
Mr. Bo Xian Cao has over 22 years of business experience spanning China and
New Zealand. He has held a range of executive roles in export-oriented sectors,
with a particular focus on primary industries—including hydroponics—and the
skincare industry. Mr. Cao has developed strong expertise in international trade,
especially in facilitating business between New Zealand and Asian markets,
with a specialization in Hong Kong and China.

Jianfeng (David) Chen
Mr. Jianfeng (David) Chen brings over 25 years of extensive experience in
commerce and international trade across Australia, New Zealand, and China.
He has held a variety of executive positions within multinational corporations,
where he developed deep expertise in strategic trade operations and market
expansion. Since joining the Board of AFC, David has played a key role in
strengthening the market presence of the Group’s flagship products. His
industry knowledge and strategic leadership continue to be instrumental in
driving the Group’s ongoing growth and success.

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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 below. 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 instructions for each
Resolution or scan your proxy/voting form to accounts@afcnz.com by 3:00 p.m.

on Monday, 15 September 2025.
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
proxy for any shareholder who may wish to appoint him for that purpose. 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 your proxy and will vote in
accordance with your express direction. 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.
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) Saturday, 13 September 2025.
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 Monday, 15 September 2025. Shareholders can watch the proceedings using the below access details.
Topic: AFC GROUP HOLDINGS LIMITED AGM 2025. Date: Monday, 15 September 2025 Time: 02:00 pm Auckland, Wellington.
Join Zoom Meeting https://us06web.zoom.us/j/88682192019?pwd=SSCpb4UYsIfxqJmdzxsMf4LUFJcGAz.1.
Meeting ID: 886 8219 2019.
AFC Group Holdings Limited
Turn over to complete the form to vote

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 Monday, 15 September 2025 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 Yang Xia, who retires by rotation and is eligible for re-election, be elected as a non-executive
director of the Company.
3.
That Bo Xian (Charles) Cao, who retires by rotation and is eligible for re-election, be elected as an independent
director of the Company.
4.
That Jianfeng (David) Chen, who retires by rotation and is eligible for re-election, be elected as a non-executive
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):