7 September 2018 Dear Shareholder 2018 Annual Meeting of Shareholders Shareholders are invited to the 2018 Annual Meeting which is scheduled for 27 September 2018. The details of the Annual Meeting are as follows: Venue: Link Market Services Level 11, Deloitte Centre 80 Queen Street, Auckland Date: Thursday 27 September 2018 Time: 2.00 pm Refreshments will be served after the meeting between 3.00 pm and 4.00 pm. 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 is due to begin. Please note this meeting is restricted to registered shareholders and/or proxy holders. Yours sincerely TruScreen Limited Robert Hunter Chairman
TRUSCREEN LIMITED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Notice is hereby given that the Annual Meeting of Shareholders of TruScreen Limited (the "Company ) will be held at Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland on Thursday 27 September 2018 at 2.00 pm. BUSINESS OF THE MEETING 1. Appointment and Remuneration of Auditors Ordinary resolution To record the appointment of BDO Auckland as Auditors of the Company under section 200 of the Companies Act, and to authorise the Board to fix their remuneration for the forthcoming year. 2. Re-election of Director Ordinary resolution Mr Robert Hunter retires in accordance with the provisions of the Constitution of the Company and, being eligible, offers himself for re-election. 3. Election of Director Ordinary resolution Professor Ronald Jones retires in accordance with the provisions of the Constitution of the Company and, being eligible, offers himself for election. 4. Election of Director Ordinary resolution Mr Chris Lawrence retires in accordance with the provisions of the Constitution of the Company and, being eligible, offers himself for election. 5. Election of Director Ordinary resolution Ms Marie Ficarra retires in accordance with the provisions of the Constitution of the Company and, being eligible, offers herself for election. 6. Election of Director Ordinary resolution Mr Kelly (Con) Hickey retires in accordance with the provisions of the Constitution of the Company and, being eligible, offers himself for election. 7. Election of Director Ordinary resolution Mr Anthony Ho has been nominated as a director in accordance with the provisions of the Constitution of the Company and has consented to be offered for election.
NOTES 1. PROXIES All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint a proxy to attend and vote on their behalf. A proxy need not be a shareholder of the Company. A proxy appointment and vote can be completed online at the Link Market Services Investor Centre at https://investorcentre.linkmarketservices.co.nz/voting/tru. You will require your CSN/Holder Number and Authorisation Code (FIN). Alternatively you can complete and return the proxy form enclosed. To be effective a proxy must be lodged with the Company s Share Registrar, Link Market Services, in accordance with the instructions on the Proxy Form accompanying this Notice by 2.00 pm on Tuesday 25 September 2018. If you wish to appoint an independent director or the Chairman as your proxy, Mr Hunter is willing to act on your behalf. 2. VOTING RESTRICTIONS No persons are restricted from voting on any of the resolutions referred to in this Notice of Meeting. All persons registered on the Company s register of shareholders as the holders of shares as at the close of business on Tuesday 25 September 2018 shall, subject only to the preceding restrictions, be entitled to vote at the Meeting in person or by proxy. By Order of the Board of Directors Robert Hunter CHAIRMAN
EXPLANATORY NOTES RESOLUTION 2: RE-ELECTION OF ROBERT HUNTER AS A DIRECTOR Robert Hunter is retiring by rotation and offers himself for re-election. Robert Hunter is the chairman of TruScreen. He has been a significant investor in the TruScreen intellectual property and business operations over a 20-year period and has invaluable knowledge of TruScreen s commercial operations. Robert has 35 years business experience and is currently the principal of a Chartered Accounting and Corporate Advisory Practice based in Sydney. He has past experience as a Director and Chairman of numerous public and private companies involved in a broad range of business activities including property, financial services, retailing, telecommunications, biotechnology and funds management. Robert has held honorary roles in a number of charitable, educational and sporting organisations. He is a Commerce graduate and Fellow of the Institute of Chartered Accountants in Australia. RESOLUTION 3: ELECTION OF RONALD JONES AS A DIRECTOR Ronald Jones was appointed by the Directors in October 2017 and offers himself for election. Professor Ron Jones is a trained obstetrician and gynaecologist and was a former clinical professor at the University of Auckland. He is a widely published international authority of lower genital tract pre-cancer and cancer and past president of the International Society for the Study of Vulvovaginal Disease and chair of the Scientific Committee of the International Federation of Cervical Pathology and Colposcopy. Professor Jones has been involved with the TruScreen technology since the very beginning and was the Principal Investigator for a 1998 study at National Women s Hospital in Auckland, one of the key clinics used to gather early data for what was then the Cervical PolarProbe (and has now evolved into TruScreen). RESOLUTION 4: ELECTION OF CHRISTOPHER LAWRENCE AS A DIRECTOR Christopher Lawrence was appointed by the Directors in December 2017 and offers himself for election. Chris Lawrence is a successful New Zealand businessman and a significant investor in life science and biotechnology businesses. He has spent a substantial part of his career in small business where he has had proven success in leading market place disruption and translating new business models into sustainable profitable businesses. RESOLUTION 5: ELECTION OF MARIE FICARRA AS A DIRECTOR Marie Ficarra was appointed by the Directors in June 2018 and offers herself for election. Marie Ficarra is an experienced healthcare executive and a passionate advocate for cervical cancer screening programmes. She has specialised in the sales and marketing of pharmaceutical products and medical diagnostics, primarily related to cervical cancer, and has devoted the last three years to helping establish the Australian Gynaecological Cancer Foundation. In addition, Ms Ficarra has held a senior advisory role to Merck Sharp and Dohme (Australia) for the introduction and reimbursement of pharmaceuticals including the cervical cancer vaccine and served on NSW Parliamentary Committees into Health and Medical Research.
Marie is a Science graduate with Honours from the University of Sydney, Australia. RESOLUTION 6: ELECTION OF KELLY (CON) HICKEY AS A DIRECTOR Kelly (Con) Hickey was appointed by the Directors in August 2018 and offers himself for election. Con Hickey is a healthcare executive with over 30 years of experience in building successful international business and strong performance teams in the medical device industry. Currently the Managing Partner of CONX Partners and having served in several senior executive roles for multinational companies including Welch Allyn, a leading global manufacturer in frontline diagnostic and screening equipment, Con has expertise in cross functional leadership, strategic planning, channel management, talent development and business and market development. He has direct hands-on experience in managing and growing business in high growth/emerging countries, such as China and India in the Asian Pacific region as well as South Africa, with extensive global industry connections. RESOLUTION 7: ELECTION OF ANTHONY HO AS A DIRECTOR IDL Trustee Limited and CBT Trustee Limited ( Nominating Shareholders ), who are shareholders who together hold not less than 5% of the shares on issue in the Company, nominated Mr Anthony Ho to be considered as a director of the Company at this Annual Meeting. The Nominating Shareholders requested that this statement be inserted into the Notice of Meeting. Appointment of Mr Ho as a director The Nominating Shareholders have nominated Anthony Ho to be considered as a director of Truscreen Limited for the following reasons: In the opinion of the Nominating Shareholders, Mr Ho has prior and current listed company experience as a chairman and a non-executive director, and he will add considerable external independence to the Board; Mr Ho has worked in the biotech sector in Australia and New Zealand for many years, an attribute which the Nominating Shareholders consider would be consistent with the skill set of the existing Board; A brief summary of Mr Ho s qualifications and work history are provided below: Anthony Ho Tony has a Bachelor of Commerce degree from The University of New South Wales, Sydney, is a Member of The Institute of Chartered Accountants in Australia and New Zealand, a Fellow of The Institute of Chartered Secretaries and Administrators, a Fellow of the Australian Institute of Company Directors, and a Fellow of the Governance Institute of Australia. Tony has held numerous non-executive directorships with a number of listed companies. He currently holds directorships with the following ASX listed companies: Non-executive chairman of Greenland Minerals Limited, (a company developing a major rare earth oxide and uranium deposit in Greenland). Non-executive chairman of Bioxyne Limited (a biotech pharmaceutical company in the Direct Sales market).
Non-executive director and chairman of the Audit Committee of Credit Intelligence Limited (an insolvency and debt restructuring management company). Prior to becoming a professional director, Tony held a number of senior executive roles, including: Interim Chief Financial Officer of Volante Group Limited one of the largest Australian owned and ASX listed Computer Services Companies with major government contracts. Executive Director and Chief Financial Officer of Arthur Yates & Co Limited group of companies (ASX listed). Executive Director, Australia of Lion City Holdings Pte Limited - a Singapore based duty free retailer.