Notice of Annual Meeting and Proxy form

Promisia Integrative Limited Notice of Annual Meeting Due to the current COVID-19 situation notice is hereby given that the Annual Meeting of Promisia Integrative Limited (the "Company") will be held online at www.virtualmeeting.co.nz/pil20. You will still be able to vote and ask questions at the virtual meeting. Where: www.virtualmeeting.co.nz/pil20 When Friday, 29 May 2020, commencing at 1:00pm. Ordinary Business (1) Annual Report To receive the Company's Annual Report of the Directors and Financial Statements for the year ended 31 December 2019. (2) Re-appointment of Auditor Resolution 1: To consider the following Ordinary Resolution: "That William Buck Audit (NZ) Limited of Auckland be reappointed as auditor of the Company and that the directors be authorised to fix its remuneration for the ensuing year." (3) Re-election of Director Resolution 2: To consider the following Ordinary Resolution: "That, pursuant to Listing Rule 3.3.11, Ms Helen Down, who retires by rotation and has offered herself for re-election, be re-elected as a director of the Company." A brief biography for Ms Down follows in the Explanatory Note to this notice of meeting. In the opinion of the Board Ms Down is considered to be an independent director of the Company. Voting Procedures All of the resolutions are ordinary resolutions. An ordinary resolution can be passed by a simple majority of votes cast by shareholders that are entitled to vote and are voting either in person or by proxy. Proxies Any shareholder of the Company entitled to attend and vote at the meeting may appoint another person as proxy to attend and vote on his or her behalf. A corporation which is a shareholder may appoint a representative to attend the meeting on its behalf in the same manner as it could appoint a proxy. A proxy need not be a shareholder of the Company. The Chairman of the meeting can be appointed as a proxy. Where the Chairman is appointed as a discretionary proxy, he intends to vote in favour of all of the resolutions. To appoint a proxy you should complete and sign the proxy form and either return it by mail, fax or email to the share registrar of the Company: By delivery: Promisia Integrative Limited C/- Link Market Services Limited Level 11, Deloitte Centre 80 Queen Street Auckland 1010 By mail: Promisia Integrative Limited C/- Link Market Services Limited PO Box 91976 Victoria Street West Auckland 1142 By Fax: +64 9 375 5990 By Email: meetings@linkmarketservices.com (please put "Promisia Proxy Form" as the subject of the e-mail for easy identification) Alternatively, to appoint your proxy and vote online please go to the Link Market Services website at https://investorcentre.linkmarketservices.co.nz/voting/PIL and follow the instructions. You will be required to enter your CSN/Holder number and FIN for security purposes. A shareholder will be taken to have signed the proxy form by lodging it in accordance with the instructions on the website. The completed Proxy Form must be received by no later than 48 hours before the meeting, being 1:00pm on Wednesday 27 May 2020. Online proxy appointments must also be completed by this time. Registered shareholders at that time will be the only persons entitled to vote at the meeting and only the shares registered in those holders' names at that time may be voted at the meeting. By order of the Board S Underwood Wellington 14 May 2020 EXPLANATORY NOTE Background on Ms Helen Down Helen Down is the Chief Executive of the Hutt Valley Chamber of Commerce and is a former President of the Chamber. Helen has extensive sales and marketing experience, including with large multinational companies, and operated her own advisory company in the Hutt Valley and Wellington for several years prior to selling it and taking up her current position. Helen is the Director of Advisory Boards New Zealand and is an Advisory Board member for several growing companies contributing to their growth. Helen was elected as a director of Promisia in 2017. LODGE YOUR PROXY Online: https://investorcentre.linkmarketservices.co.nz/voting/PIL Scan & email: meetings@linkmarketservices.co.nz Mail: Fax: +64 9 375 5990 Use the enclosed reply paid Deliver: envelope or address to : Link Market Services Link Market Services Level 11, Deloitte House, PO Box 91976 80 Queen Street, Auckland 1010 Auckland 1142 Scan this QR code with your smartphone and vote online General Enquiries +64 9 375 5998 | enquires@linkmarketservices.com PROXY FORM/ADMISSION CARD PROMISIA INTEGRATIVE LIMITED ANNUAL MEETING OF SHAREHOLDERS The Annual Meeting of shareholders of Promisia Integrative Limited (the Company) will be held as a virtual meeting at www.virtualmeeting.co.nz/pil20 on Friday, 29 May 2020, commencing at 1:00pm. Due to the current COVID-19 pandemic, Promisia has decided to take the prudent step to hold its Meeting online only. Appointment of proxy If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement instructions above) to be received by Link Market Services (the share registry), no later than 1:00pm, on Wednesday, 27 May 2020. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/PIL or by scanning the QR code above with your smartphone. Your proxy need not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering "Chairman" in the relevant space on the reverse of this form. 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 item of business. 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 (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose of that form, but only to vote to the extent of the voting instructions provided. Attending the Meeting The 2020 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/pil20. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy. That person need not also be a shareholder. Signing instructions for proxy forms Individual Where the holding is in one name, the shareholder must sign the Proxy Form. Joint Holding Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form. Power of Attorney If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form. Corporate Shareholder In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate shareholder must be acting with that corporate shareholder's express or implied authority, or execute under the common seal of the corporate shareholder (if it has one). PROXY/CORPORATE REPRESENTATIVE FORM STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF I/We being a shareholder/s of Promisia Integrative Limited: hereby appoint _____________________________________________of______________________________ __________________ (Full Name) (E-mail Address) Or failing him/her____________________________________________of________________________ ________________________ (Full Name) (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 1:00pm on 29 May 2020 and at any adjournment of that meeting. 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 on a show of hands or a poll and your votes will not be counted computing the required majority, for that item To consider and, if thought fit, pass the following ordinary resolutions: Tick (?) in box to vote For Against Abstain Discretion RESOLUTIONS 1. That William Buck Audit (NZ) Limited of Auckland be reappointed as auditor of the Company and that the directors be authorised to fix its remuneration for the ensuing year. o o o o 2. That Ms Helen Down be re-elected as a director of the Company. o o o o 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 on each resolution as he/she sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof. STEP 3: SHAREHOLDER QUESTIONS Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but would like to ask a question, you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/PIL and completing the online validation process or complete the question section below and return to Link Market Services. Questions will need to be submitted by 1:00pm, Wednesday 27 May 2020. The Board will address and answer questions during the meeting. STEP 4: 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. End CA:00353122 For:PIL Type:MEETING Time:2020-05-14 13:09:35