Rua Notice of 2022 Annual Shareholders Meeting

Notice of the 202̰
Annual Meeting
of the Shareholders

Notice of Annual Meeting of Shareholders

14 September 2022

Dear Shareholder
The 2022 Annual Meeting of Rua Bioscience Limited (Rua) will be a hybrid meeting held at 10.00am
(New Zealand time) on 12 October 2022 at Waikanae Surf Club, 280E Grey Street, Awapuni,
Gisborne and online via Computershare Investor Services Limited’s (Computershare) meeting
platform, https://meetnow.global/nz commencing at 10:00am.
If Rua is prevented from being able to hold the Annual Meeting in person on the meeting date in
Gisborne as a result of COVD-19 restrictions in place on the meeting date, shareholders will only be
able to join the meeting online via Computershare’s meeting platform https://meetnow.global/nz.
When participating online, shareholders will require their shareholder number, found on the
enclosed proxy form for verification purposes. Details on how to participate online are set out
below under the heading “Online Participation Details”.

Items of Business
1. Company Overview

2. Chair’s Address

3. Managing Director’s Presentation

4. Annual Results Presentation

5. Shareholder Questions
To consider any shareholder questions submitted prior to the Annual Meeting (to the extent these
questions have not already been addressed in the Chair’s Address, the Chief Executive Officer’s
Presentation or the Annual Results Presentation).
For further details, see Explanatory Note 1.
6. Ordinary Resolutions
To consider and, if thought fit, pass the following Ordinary Resolutions, requiring approval by a
simple majority of the votes of shareholders entitled to vote and voting:
6.1.

Auditors Remuneration
Resolution 1: That the Board be authorised to fix the auditor’s remuneration.
For further details, see Explanatory Note 2.
6.2. Election of Directors
Resolution 2: That Trevor Burt, who retires and is eligible for re-election, be elected as a director
of Rua.

Resolution 3: That Brett Gamble, who retires and is eligible for re-election, be elected as a
director of Rua
Resolution 4: That Teresa Ciprian (appointed by the board as a director from 1 August 2022),
who retires and is eligible for re-election, be elected as a director of Rua.
For further details, see Explanatory Note 3.
7. General Business
To consider any other business that can be properly brought before the meeting.
The Board and Management invite attendees to join them for light refreshments at the end of the
Meeting.
Further Information and Explanatory Notes
Further information relating to the resolutions is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider the resolutions together with the Explanatory Notes.
Attendance and Voting
Your rights to vote may be exercised by:
(a) Attending and voting in person or online; or
(b) Appointing a proxy (or representative) to attend and vote in your place. The proxy need not be
a shareholder of Rua and the form of appointment of a proxy and voting instructions accompany
this Notice of Meeting. You can appoint a proxy online or complete and send the Proxy Voting
Form (enclosed with this Notice of Meeting) by post, email (as a scanned attachment) so that it
is received by Computershare by no later than 48 hours before the time for holding the Annual
Meeting (i.e., before 10.00 AM 10 October 2022).
Online Participation Details
To access the meeting via Computershare’s meeting platform https://meetnow.global/nz , click ‘Go’
under the Rua Bioscience Limited 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.
Please ensure your browser is compatible.
I look forward to seeing you at the Annual Meeting and thank you for your ongoing support.
By order of the Board.

Trevor Burt
Chairman
14 September 2022

Explanatory Notes

Note 1 – Shareholder Questions
Shareholders may submit written questions to be considered at the Annual Meeting. Written
questions should be sent by email to hamish.white@ruabio.com with the reference to “Annual
Meeting” in the subject line or by post to “Annual Meeting”, Rua Bioscience Limited, 1 Commerce
Place, Awapuni, Gisborne 4071. Rua reserves the right not to address any questions that, in the
Board’s opinion, are not reasonable to address in the context of an annual meeting, or any question
received fewer than 5 working days prior to the Annual Meeting.

Note 2- Auditor’s Remuneration
Resolution 1
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the
Companies Act 1993. This resolution authorises the Board to fix the fees and expenses of the
auditor under section 207S of the Companies Act 1993.

Note 3 – Election of Directors
Resolutions 2 and 3 – Re-election of Trevor Burt and Brett Gamble as Directors
This is the second annual meeting for Rua since it became an issuer (as that term is defined in the
NZX Listing Rules). In accordance with Rua’s constitution and NZX Listing Rule 2.7.1, no director may
hold office (without re-election) past the third annual meeting following the director’s appointment
or re-election, or for three years after that time, whichever is longer.
Trevor Burt and Brett Gamble have elected to retire at the Annual Meeting and seek re-election.
To be appointed as a director, a candidate must be approved by Ordinary Resolution, which means a
simple majority of the votes cast on the resolution for appointment of the candidate must be in
favour of the resolution.
The Board has determined that:
1. Trevor is an independent director; and
2. Brett is not an independent director.
The Board unanimously recommends that shareholders vote in favour of resolutions 2 and 3.
The candidates’ biographical information is set out below:
Trevor Burt, CHAIRMAN, INDEPENDENT DIRECTOR:
BSc, Chartered Fellow of the Institute of Directors.
Trevor brings extensive corporate executive and governance experience to Rua Bioscience, having
served in global executive roles with a Fortune 500 company, on the boards of innovative
agricultural companies such as NZX-listed PGG Wrightsons, Silver Fern Farms and Market Gardeners
NZ, and as Chair of Lyttleton Port and Ngai Tahu Holdings and the New Zealand Lamb Company.
Trevor was appointed as Director and Chairman of Rua in August 2019.

Brett Gamble, NON-EXECUTIVE DIRECTOR:
BCom, Chartered Accountant (member of CA ANZ).
Brett is an investment and finance specialist with global connectivity having lived and worked in USA,
UK, Australia, and New Zealand. He is currently CEO of Gough Investments and Executive Director of
Alvarium Investments (NZ). Brett is also a current Director of Alvarium Investments Australia, Mike
Greer Homes, Mojo Coffee and Mobile Medical Technologies and was previously Chair of Enable
Networks and a director of Southbase Construction. Brett also Chairs a South Island based cancer
charity Chalky Carr Trust. Brett was appointed a Director of Rua in November 2019.

Resolution 4 – Election of Teresa Ciprian as Director
Pursuant to clause 15.5 of the Constitution, any Director appointed by the Board must not hold
office (without re-election) past the next Annual Meeting following the Director’s appointment.
Teresa Ciprian was appointed by the Board as an independent non-executive director on 1 August
2022. Teresa retires in accordance with clause 15.5 of the Constitution and offers herself for
election at the Annual Meeting.
The Board has determined that Teresa Ciprian is an independent director, and unanimously supports
her re-election.
Teresa’s biographical information is set out below:
Teresa Ciprian, NON-EXECUTIVE DIRECTOR:
Chartered Member of the Institute of Directors.
Teresa has an exceptional background in highly competitive global FMCG businesses. A Chartered
member of the Institute of Directors, Teresa brings strong governance capability having served on
boards including Firstlight Foods Ltd, AgResearch, Prolife Foods, Food Standards Australia and New
Zealand and Zespri. Teresa has a track record of helping develop highly capable leaders, strong
brands, accumulating IP and seeing organisations flourish through continuous improvement.

Consequences if either Resolution 2 or 4 is not passed
If either Resolution 2 or 4 is not passed, then Rua will be in breach of NZX Listing Rule 2.1.1 which
requires that there must be at least three Directors, at least two of whom must be Independent
Directors. Rua would also be in breach of NZX Listing Rule 2.13.2 which requires that Rua’s Audit
Committee must have at least three members who are Directors and must have a majority of
Independent Directors.
Also, if Resolution 3 is not passed, then Rua will not have a Director with an accounting and financial
background, as required under NZX Listing Rule 2.13.2 in relation to the composition of NZAI’s Audit
Committee.
A breach of the above Listing Rules could result in NZX taking action in respect of any such breach,
which could include (among other things) a suspension of quotation and trading of Rua shares until
such time as those breaches are remedied.
If either Resolution 2 or 4 is not passed, Rua‘s remaining Director(s) will only be permitted to act in
order to remedy the shortfall in Directors or to summon a shareholders’ meeting, but for no other
purpose (NZX Listing Rule 2.9).

Note 4 – Voting by Proxy
Any shareholder who is entitled to vote at the Annual Meeting may appoint a proxy to attend and
vote on their behalf. A shareholder wishing to appoint a proxy should complete and return the
Proxy Voting Form (enclosed with this Notice of Meeting) in the manner specified on the Proxy
Voting Form so that the form is received by Computershare no later than 48 hours before the time
for holding the Annual Meeting (i.e., before 10:00am on 10 October 2022). A proxy need not be a
shareholder of Rua. The Chair of the meeting is willing to act as proxy for any shareholder who may
wish to appoint him for that purpose. The Chair will vote as directed on any resolutions, and intends
to vote any discretionary proxies in accordance with the Board recommendations, being in favour of
all resolutions (to the extent permitted by the NZX Listing Rules and Rua’s constitution).
To direct your proxy how to vote on the resolutions, you should tick the appropriate box on the
Proxy Voting Form. If you appoint a proxy but do not tick one of the boxes in relation to a
resolution, you will be deemed to have granted your proxy the discretion to cast your votes as he or
she decides. In so doing you acknowledge that the proxy may exercise your right to vote even if he
or she has an interest in the outcome of the resolutions (provided that interest does not disqualify
him or her from voting under the NZX Listing Rules).
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your
named proxy does not attend the meeting, the Chair of the meeting will be your proxy and will vote
in accordance with your express direction.
If you do not attend the Annual Meeting or appoint a proxy, then no vote will be exercised in respect
of your shareholding.

Entitlement to Vote
All persons on Rua’s register of shareholders as the holders of shares at 5:00 p.m. on 10 October
2022 will be entitled to vote on the resolutions at this Annual Meeting.
If you have appointed a proxy to attend the Annual Meeting in your place, you may still observe the
Annual Meeting (but only your proxy may cast your votes).
Any corporation that is a shareholder may appoint a person as its representative to attend the
Annual Meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.
A corporation wishing to appoint a person must ensure that the representative brings an original of
the notice appointing him or her to the meeting. To assist with administration of the Annual
Meeting, Rua would be grateful if notices appointing representatives are delivered to
Computershare Investor Services Limited at Private Bag 92119, Auckland 1142 or at
corporateactions@computershare.co.nz, at least 48 hours before the time for the holding of the
Annual Meeting (i.e., before 10:00am on 10 October 2022).
Voting on all of the resolutions is to be by way of poll. No persons are restricted from voting on, or
acting as a discretionary proxy in relation to, any of the resolutions referred to in this notice of
Annual Meeting.

Results
Following the Annual Meeting, the results will be posted at www.ruabio.com and on www.NZX.com

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder 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
All shareholders of the Company entitled to attend and vote at the virtual meeting
are entitled to appoint a proxy to attend and vote for them instead. A proxy need
not be a shareholder of Rua. The Chair of the meeting is willing to act as proxy
for any shareholder who may wish to appoint him for that purpose. The Chair will
vote as directed on any resolutions, and intends to vote any discretionary proxies
in accordance with the Board recommendations, being in favour of all resolutions
(to the extent permitted by the NZX Listing Rules and Rua’s constitution).
Voting on your holding
To direct your proxy how to vote on the resolutions, you should tick the
appropriate box on the Proxy Voting Form. If you appoint a proxy but do not tick
one of the boxes in relation to a resolution, you will be deemed to have granted
your proxy the discretion to cast your votes as he or she decides. In so doing you
acknowledge that the proxy may exercise your right to vote even if he or she
has an interest in the outcome of the resolutions (provided that interest does not
disqualify him or her from voting under the NZX Listing Rules).
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the meeting, the Chair of the meeting
will be your proxy and will vote in accordance with your express direction.
Voting Restrictions
No shareholder is restricted from voting on any resolution.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you may need to provide
evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Forms
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 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.
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 10.00am on Monday, 10 October 2022.
The 2022 Annual Meeting of Rua Bioscience Limited will be held at 10.00am (New Zealand time) on
12 October 2022 at Waikanae Surf Club, 280E Grey Street, Awapuni, Gisborne and online
via Computershare Investor Services Limited’s meeting platform https://meetnow.global/nz.

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
Rua Bioscience Ltd to be held at Waikanae Surf Club, 280E Grey Street, Awapuni, Gisborne or online at meeting platform https://meetnow.global/nz on
Wednesday, 12 October 2022 at 10.00am at any adjournment of that meeting.
I/We being a shareholder/s of Rua Bioscience Ltd
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: In the event I/we have not expressed any intention or the intention is unclear (in my/our proxy’s sole opinion),my/our proxy will vote as
they see fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.
That the Board be authorised to fix the auditor’s remuneration. For further details, see Explanatory Note 2.
2.
That Trevor Burt, who retires and is eligible for re-election, be elected as a director of Rua.
3.
That Brett Gamble, who retires and is eligible for re-election, be elected as a director of Rua.
4.
That Teresa Ciprian (appointed by the board as a director from 1 August 2022), who retires and is eligible
for re-election, be elected as a director of Rua.
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). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
ATTENDANCE SLIP
Annual General Meeting of Rua Bioscience Ltd to be held at
Waikanae Surf Club, 280E Grey Street, Awapuni, Gisborne or
online at meeting platform https://meetnow.global/nz on
Wednesday, 12 October 2022 at 10.00am.

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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.

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PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com



FOR PUBLIC RELEASE
NZX Limited
Wellington

Wednesday 14 September 2022

Rua Bioscience Limited Notice of 2022 Annual Shareholders Meeting

Notice is given that the 2022 Annual Meeting of Rua Bioscience Limited (NZX: RUA) will be a
hybrid meeting held at 10:00am (New Zealand time) on 12 October 2022 at Waikanae Surf Club,
280E Grey Street, Awapuni, Gisborne and online via Computershare Investor Services Limited’s
(
Computershare
) meeting platform https://meetnow.global/nz, commencing at 10:00am.

Attached is the Notice of Meeting, which includes details for proxy voting, the online meeting
details and the resolutions for shareholder consideration.


ENDS

For more information, please visit www.ruabio.com or contact:
Investors
Hamish White

Chief Financial Officer

+64 (21) 050 5795
Hamish.white@ruabio.com

Media
Kerry Donovan
Communications Manager
+64 (21) 128 7689
kerry.donovan@ruabio.com
MEETING ANNOUNCEMENT