TruScreen Annual Shareholder Meeting

14 August 2025
Annual Meeting

Dear fellow Shareholder,
I am pleased to invite shareholders to the 2025 Annual Meeting (AM) of TruScreen Group Limited
scheduled for 11 September 2025.
The details of the Annual Meeting are as follows:
To be held in the Boardroom of MUFG Pension & Market Services, Level 30 PWC Tower 15 Customs
Street West Auckland and online at https://www.virtualmeeting.co.nz/tru25
Shareholders attending and participating in the Annual Meeting in person or virtually via the online
platform will be able to vote and ask questions during the meeting. More information regarding
virtual attendance at the Annual Meeting (including how to vote and ask questions virtually during
the Meeting) is available in the Virtual General Meeting Online Portal Guide available at
https://mail.cm.mpms.mufg.com/generic/docs/OnlinePortalGuide.pdf
Date: 11 September 2025
Time; 11.00am Auckland, New Zealand time.
Accompanying this letter is a Notice of the Annual Meeting and a Proxy Form which must be lodged
at least 48 hours before the meeting.
Please note that this meeting is restricted to registered shareholders and/or proxy holders.
Yours sincerely,

Anthony Ho
Chairman
For more information, visit

www.truscreen.com or contact:
Mr Martin Dillion
Chief Executive Officer
Martindillon@truscreen.com

Guy Robertson
Chief Financial Officer
guyrobertson@truscreen.com

---

1

TRUSCREEN GROUP LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Meeting will be held at:
TIME: 11:00am
DATE: Thursday 11 September 2025
PLACE: MUFG Pension & Market Services 30 PWC Tower 15
Customs Street West Auckland and online at
www.virtualmeeting.co.nz/tru25





The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they
should vote, they should seek advice from their professional advisers prior to voting.
Persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm on 9
September 2025.

2

Notice is hereby given that the Annual Meeting of Shareholders of Truscreen Group Limited (the
"Company”) will be held in the Boardroom of MUFG Pension & Market Services, Level 30, PWC
Tower 15 Customs Street West Auckland and online at www.virtualmeeting.co.nz/tru25 on Thursday
11 September 2025 at 11:00am, Auckland time.

BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Annual Report of the Company for the financial year ended 31
March 2025.
A presentation will be made by Mr Martin Dillon, Chief Executive Officer of Truscreen Group
Limited.

To consider and, if thought fit, pass the following ordinary resolutions:
1. RATIFICATION OF APPOINTMENT OF AUDITORS – ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That Hall Chadwick NZ Limited is appointed as auditor of the Company.”
2. REMUNERATION OF AUDITORS – ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That the Board be authorised to fix the remuneration of Hall Chadwick NZ Limited, the
Company’s auditors.”
3. ELECTION OF CHRISTINE PEARS AS A DIRECTOR – NZX LISTING RULE 2.3.1 -
ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That Christine Pears, who was nominated for appointment on 28 July 2025, be appointed a
director in accordance with the provisions of the Constitution of the Company.”

3

4. RE-ELECTION OF MR ANTHONY HO AS A DIRECTOR – NZX LISTING RULE 2.2.1(b)
and NZX Listing Rule 2.7.1 - ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That Mr Anthony Ho, who retires in accordance with the provisions of the Constitution of the
Company, and being eligible, offers himself for re-election, be re-elected as a Director of the
Company.”
5. RATIFICATION OF PRIOR ISSUE OF 2,316,603 SHARES – NZX LISTING RULE 4.5 -
ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That the previous issue under NZX Listing Rule 4.5.1 of 2,316,603 ordinary fully paid shares
in the Company at an issue price of A$0.0259 per share on 7 March 2025 be approved and
ratified for all purposes, including NZX Listing Rule 4.5.1(c)”.
6. RATIFICATION OF PRIOR ISSUE OF 451,576 SHARES – NZX LISTING RULE 4.5 -
ORDINARY RESOLUTION
To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company
“That the previous issue under NZX Listing Rule 4.5.1 of 451,576 ordinary fully paid shares
in the Company at an issue price of A$0.017 per share on 25 July 2025 be approved and
ratified for all purposes, including NZX Listing Rule 4.5.1(c)”.

By Order of the Board of Directors

Anthony Ho
Chairman

4

VOTING BY PROXY
All shareholders of the Company entitled to attend and vote at the meeting, may attend the meeting, or are
entitled to appoint a proxy to attend and vote on their behalf.
A proxy appointment and vote can be completed online at the MUFG Pension & Market Services Investor Centre
at vote.cm.mpms.mufg.com/TRU. You will require your CSN/Holder Number and Authorisation Code (FIN). AU
holders (Postcode).
Alternatively, please complete and sign the enclosed Proxy Form and return to the Company’s Share Registrar,
MUFG Pension & Market Services in accordance with the instructions set out on the Proxy Form accompanying
this Notice by 11:00am on Wednesday 9 September 2025.

Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• Shareholders may appoint the Chair as their proxy; and
• the proxy need not be a Shareholder.

Shareholders and their proxies should be aware that
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies
as directed.
Directed proxies means the proxy holder will vote on each resolution as directed by the Shareholder. In the
event the Shareholder does not indicate how the proxy holder should vote on each resolution, and the
Shareholder appoints the Chair as their proxy, the Chair will vote all resolutions in favour of all of the resolutions,
except those in which the Chair has an interest or is otherwise restricted from voting on.
VOTING RESTRICTIONS
Those persons who are prohibited from voting on a resolution may not act as a discretionary proxy in respect of
a resolution, but may vote in accordance with express instructions.


The persons identified in Column 2 of the table below are unable to Vote in favour of the resolutions listed in
Column 1 – NZX Listing Rule 6.3.1

Column 1
Resolution
Column 2
Disqualified Person
Resolutions 5 & 6 Any person who has been issued, or has acquired, the Equity Securities which
are subject to ratification by that resolution, and any Associated Person of that
person

5


Explanatory Notes
NZX Listing Rules (“Listing Rules”) and Companies Act (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Act.
In addition, various provisions of the Listing Rules are included in the Constitution. The Act, the
Constitution and the Listing Rules contain specific requirements which are relevant to the resolutions
comprised in this Notice. The Company is also listed on the ASX as a Foreign Exempt Listing.

The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to each
resolution, are addressed in the Explanatory Notes to each resolution. As required by NZX Listing
Rules, all resolutions will be determined by poll.


Nature of Resolutions
The resolutions which are to be considered at the Meeting are all ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the Company,
entitled to vote and voting.

These Explanatory Notes have been prepared to provide information which the Directors believe to
be material to Shareholders in deciding whether or not to pass the Resolutions.
AGENDA ITEM 1 - FINANCIAL STATEMENTS AND REPORTS
Whilst the consideration of the Annual Report by shareholders is not strictly required under the Act,
the Board considers it good policy to table the Annual Report at the Meeting for consideration by
shareholders, and for discussion where appropriate. The Company’s auditors, Hall Chadwick NZ
Limited will be in attendance to respond to shareholders on the conduct of the audit.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders
unless specifically requested to do so. The Company’s annual financial report is available on its
website at www.truscreen.com.
AGENDA ITEM 2 – RESOLUTIONS

1. RESOLUTION 1 – RATIFICATION OF APPOINTMENT OF AUDITORS

RSM Hayes Audit Auckland resigned as auditor of the Company. Under section 207R of the
Companies Act, Hall Chadwick NZ Limited was appointed auditor of the Company on 8 May 2025.
This resolution seeks appointment of Hall Chadwick NZ Limited as auditor from the date of the Annual
Meeting, in accordance with section 207P of the Companies Act.

2. RESOLUTION 2 - REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

The proposed resolution is to authorise the directors of the Company to fix, under section 207S of
the Companies Act 1993, the remuneration of the auditor Hall Chadwick NZ Limited for the
ensuring year.

6



3. RESOLUTION 3 – ELECTION OF CHRISTINE PEARS AS A DIRECTOR – ORDINARY
RESOLUTION

3.1 Christine Pears was nominated by the board as a director on 28 July 2025 to fill a vacancy from
the resignation of Ms Juliet Hull who has resigned with effect on 11 September 2025.

3.2 The qualifications and material directorships of Christine Pears are outlined below.
Christine Pears is a member of the Institute of Directors New Zealand, has a Bachelor of Commence
and is a member of Chartered Accountants Australia and New Zealand.
Christine Pears is an experienced non-executive director has held numerous roles as Chair, Chair
of Audit & Risk Committee, Chair of Remuneration & Nomination Committee, Non-Executive
Independent Director across a range of public and private companies and industries in New Zealand.
Christine Pears has spent 12 years in senior CFO roles in the Australia and New Zealand IT sector.
Current directorships include Independent Non-Executive Director McKay Limited, Independent
Board Chair Franklin Veterinary Services (1977) Limited, Board Chair and President of YMCA North
inc and a member of the National Council of YMCA New Zealand.
3.3 The Board is of the view that Christine Pears qualifies as an “independent director” of the
Company (as that term is defined in the Listing Rules). The Board confirms that none of the factors
outlined in section 2.4 of the NZ Corporate Governance Code would apply to Christine Pears.
3.4 The Board recommends that shareholders vote in favour of this resolution.
3.5 Christine Pears is a resident of Auckland, New Zealand


4. RESOLUTION 4 - RE-ELECTION OF MR ANTHONY HO AS A DIRECTOR – ORDINARY
RESOLUTION
4.1 In terms of the constitution of the Company and the Listing Rules, Mr Anthony Ho is required to
retire from his role as a director of the Company at the Annual General Meeting. Under NZX Listing
Rule 2.7.1 a Director must not hold office past the third annual meeting following the Director’s
appointment. Mr Ho is eligible to be re-elected as a director at the Annual General Meeting.

4.2 The qualification and material directorships of Mr Anthony Ho is as outlined below:
Independent Non-Executive Chairman
B.Com, CA, FAICD, FCG(CS), FGIA
Appointed 4 October 2018
Mr Ho is an experienced company director having held executive directorships and chief financial
officer roles with several ASX listed companies. Tony was executive director of Arthur Yates & Co
Limited, retiring from that position in April 2002. His corporate, general management and governance
experience includes being chief financial officer/finance director of M.S. McLeod Holdings Limited,
Galore Group Limited, and the Edward H O’Brien group of companies.

7


Mr Ho is currently the chairman of ASX listed Bioxyne Limited (ASX: BXN). He was previously
chairman of Cannasouth Limited, Energy Transition Minerals Limited, and Credit Intelligence Limited
and a non-executive director of Hastings Technology Metals Limited.

Prior to joining commerce, Mr Ho was a partner of Cox Johnston & Co, Chartered Accountants, which
has since merged with Ernst & Young. Mr Ho holds a Bachelor of Commerce degree from the
University of New South Wales and is a member of Chartered Accountants Australia and New
Zealand and a fellow of the Australian Institute of Company Directors, Chartered Governance
Institute (Company Secretary) and Governance Institute of Australia.

4.3 The Board is of the view that Mr Anthony Ho qualifies as an “independent director” of the
Company (as that term is defined in the Listing Rules). The Board confirms that none of the factors
outlined in section 2.4 of the NZ Corporate Governance Code would apply to Christine Pears.
4.4 The Board (with Mr Anthony Ho abstaining) recommends that shareholders vote in favour of this
resolution.

5. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF 2,316,603 SHARES – ORDINARY
RESOLUTION
Background
On 7 March 2025 the Company issued 2,316,603 shares (Adviser Shares) to Spark Plus Pte Limited.
The Adviser Shares were issued in lieu of cash payment of an invoice, for advisory services in relation
to capital raising. This was announced to NZX on 10 March 2025.
The Adviser Shares were issued with the approval of a resolution of Directors and in accordance
with NZX Listing Rule 4.5.1.
This resolution seeks approval for the Adviser Shares referred to above.
5.1 NZX Listing Rule 4.5.1 (the “15% Rule”) permits the Company to issue ordinary shares without
approval from the Company’s shareholders in certain limited circumstances.
5.2 NZX Listing Rule 4.5.1(c) allows the Company to renew its capacity to issue ordinary shares
within the 15% Rule, when it has been used, by obtaining subsequent ratification of the issue from
shareholders of the Company.

The Board is seeking ratification by shareholders of the previous issue of the Adviser Shares.

The effect of this Resolution will be to allow the Company to retain the flexibility to issue Equity
Securities in the future up to the 14.83% annual placement capacity set out in NZX Listing Rule
4.1.2 without the requirement to obtain prior Shareholder approval.
The Company currently has 747,325,326 shares on issue. In the event this resolution is approved
the Company will have the capacity to issue 110,828,345 (approximately 14.83% of its issued
capital) new shares without shareholder approval. This issue represents 2.1% of Truscreen’s
placement capacity.

8

5.3 In the event the Resolution is not passed the Company will be restricted from issuing Equity
Securities within its existing NZX Listing Rule 4.5.1 placement capacity until when the relevant
date is reached.
5.4 The Company is not seeking approval for 1,250,000 shares issued to Guy Robertson on 25 July
2025.

6. RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE OF 451,576 SHARES – ORDINARY
RESOLUTION
Background
On 25 July 2025 the Company issued 451,576 shares (Adviser Shares) to Spark Plus Pte Limited.
The Adviser Shares were issued in lieu of cash payment of an invoice, for advisory services in relation
to marketing services. This was announced to NZX on 28 July 2025.
The Adviser Shares were issued with the approval of a resolution of Directors and in accordance
with NZX Listing Rule 4.1.2 (b).
This resolution seeks approval for the Adviser Shares referred to above.
6.1 NZX Listing Rule 4.1.2 (b) (the “15% Rule”) permits the Company to issue ordinary shares
without approval from the Company’s shareholders in certain limited circumstances.
6.2 NZX Listing Rule 4.5.1(c) allows the Company to renew its capacity to issue ordinary shares
within the 15% Rule, when it has been used, by obtaining subsequent ratification of the issue from
shareholders of the Company.

The Board is seeking ratification by shareholders of the previous issue of the Adviser Shares.

The effect of this Resolution will be to allow the Company to retain the flexibility to issue Equity
Securities in the future up to the 14.83% annual placement capacity set out in NZX Listing Rule
4.5.1 without the requirement to obtain prior Shareholder approval.
The Company currently has 747,325,326 shares on issue. In the event this resolution is approved
the Company will have the capacity to issue 110,828,345 (approximately 14.83% of its issued
capital) new shares without shareholder approval. This issue represents 0.4% of Truscreen’s
placement capacity.
6.3 In the event the Resolution is not passed the Company will be restricted from issuing Equity
Securities within its existing NZX Listing Rule 4.5.1 placement capacity until when the relevant
date is reached.
6.4 The Company is not seeking approval for 1,250,000 shares issued to Guy Robertson on 25 July
2025.

9

SCHEDULE 1 DEFINITIONS

this Notice and Explanatory Statement:

$ or NZ$ means New Zealand dollars.

Annual Meeting or Meeting means the meeting convened by the Notice.

ASX means Australian Securities Exchange

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter
Monday, Christmas Day, Boxing Day, and any other day that NZX declares is not a business
day.

Chair or Chairperson means the chair of the Meeting.

Company means Truscreen Group Limited

Constitution means the Company’s constitution.

Companies Act means the Companies Act 1993.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Equity Securities has the meaning giving in the NZX/ASX Listing Rules.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement
and the Proxy Form.

NZX means NZX Limited, or the financial market operated by NZX Limited, as the context
requires.

NZX Listing Rules means the Listing Rules of NZX.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context
requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

---

LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/TRU
Scan & email:
meetings.nz@cm.mpms.mufg.com Mail:
Use the reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com
PROXY FORM/ADMISSION CARD FOR TRUSCREEN GROUP LIMITED’S 2025 ANNUAL MEETING
The Annual Meeting of TruScreen Group Limited (TruScreen) will be held in the Boardroom of MUFG Pension & Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/tru25 on Thursday, 11 September 2025
commencing at 11:00am (Auckland time).
If you will attend the Meeting online, you will require your CSN/Holder Number for verification purposes.
If you will not attend the Meeting online but wish to be represented by proxy, please complete and return this form (in accordance with the
lodgement instructions above) to TruScreen’s share registry, MUFG Pension & Market Services, by no later than 11:00am, Tuesday, 9
September 2025.
You can also appoint your proxy and vote online by going to vote.cm.mpms.mufg.com/TRU or by scanning the QR code above with your
smartphone.
Appointment of proxy
A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend online
and vote instead of him/her and that proxy or representative need not also be a shareholder. The Chair of the meeting is willing to act as proxy
for any shareholder who wishes to appoint him for that purpose. If you appoint the Chair and you do not indicate how the Chair should vote, the
Chair will vote in favour of the resolutions, unless specifically excluded from voting on a resolution.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each resolution. If you return
this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. If you
make more than one election in respect of a resolution your vote will be invalid on that resolution. If you expressly appoint the Chair of the Meeting
as your proxy and elect to give him discretion on how to vote on a resolution, you acknowledge that he will exercise your vote in favour of all of
the resolutions, except those in which the Chair has an interest or is otherwise restricted from voting on.
Voting restrictions
Any person who has been issued, or has acquired, the Equity Securities which are subject to ratification by that resolution, and any Associated
Person of that person are not entitled to vote in respect of resolutions 5 and 6.
Those persons who are prohibited from voting on a resolution may not act as a discretionary proxy in respect of a resolution but may vote in
accordance with express instructions.
Attending the meeting
If you propose to attend the Annual Meeting in person, please bring this Proxy Form to the meeting to assist with your registration. All shareholders
must register with MUFG Pension & Market Services prior to entering the meeting room.
Signing instructions for proxy forms
Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either of the joint shareholders (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a
Solicitor, Justice of the Peace or Notary Public must be deposited or mailed to be received at the office of MUFG Pension & Market Services, in
any manner as per the instructions below, not later than 11:00am on Tuesday, 9 September 2025.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or
implied authority of the shareholder, or an attorney duly authorised by the shareholder.
Go online to vote.cm.mpms.mufg.com/TRU to appoint your proxy

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of TruScreen Group Limited hereby appoint:
________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail address)
Or
________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 11:00am on Thursday, 11 September
2025 and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and
on any other resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote as
he/she thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting or any adjournment
thereof.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf during polling and your votes will not be counted computing the required majority, for that item.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick (✓) in box to vote
For Against Abstain Discretion
1.That Hall Chadwick NZ Limited is appointed as auditor of the Company.

2.That the Board be authorised to fix the remuneration of Hall Chadwick NZ Limited,
the Company’s auditors.

3.That Christine Pears, who was nominated for appointment on 28 July 2025, be
appointed a director in accordance with the provisions of the Constitution of the
Company.

4.That Mr Anthony Ho, who retires in accordance with the provisions of the
Constitution of the Company, and being eligible, offers himself for re-election, be
re-elected as a Director of the Company.

5.That the previous issue under NZX Listing Rule 4.5.1 of 2,316,603 ordinary fully
paid shares in the Company at an issue price of A$0.0259 per share on 7 March
2025 be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).

6.That the previous issue under NZX Listing Rule 4.5.1 of 451,576 ordinary fully paid
shares in the Company at an issue price of A$0.017 per share on 25 July 2025 be
approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).

STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.