Promisia Integrative : Notice of Annual Meeting 2016

PROMISIA INTEGRATIVE LIMITED

NOTICE OF ANNUAL MEETING

Notice is hereby given that the Annual Meeting of Promisia Integrative Limited (the "Company") will be held in the Von Kohorn Room, Level 1, Wellington Museum, 3 Jervois Quay, Queens Wharf, Wellington on Monday, 30 May 2016, commencing at 3:00pm.

ORDINARY BUSINESS

(1) Annual Report

To receive the Company's Annual Report of the Directors and Financial Statements for the year ended 31 December 2015.

(2) Re-appointment of Auditors

Resolution 1:To consider the following Ordinary Resolution:

"That Moore Stephens Markhams Wellington Audit of Wellington having indicated their willingness to continue in office be re-appointed as auditors of the company and that the directors be authorised to fix their remuneration for the ensuing year."

(3) Election of Director

Resolution 2:To consider the following Ordinary Resolution:

"That, pursuant to Listing Rule 3.3.11, Mr Eoin Malcolm Miller Johnson, who retires by rotation and has offered himself for re-election, be re-elected as a director of the Company."

In the opinion of the Board Mr Johnson is not considered to be an independent director of the company. Mr. Johnson is a Wellington based businessman, consulting company director and professional trustee with considerable experience in numerous private and public companies and large funds management entities. He has a finance and investment banking background and currently has interests in horticulture, forestry, sawmilling, land subdivision and healthcare.

(4) Directors Remuneration

Resolution 3:To consider the following Ordinary Resolution:

"That, pursuant to Listing Rules 3.5.1 and 7.3.8, the total monetary sum payable to all directors of the Company for directors' fees be increased from $60,000 to $100,000 per annum from 1 January 2016 and with such remuneration permitted to be paid in cash or by way of an issue of equity securities."

This Resolution 3 is explained further in the explanatory notes below.

SPECIAL BUSINESS

(5) Employee Share Plan

Resolution 4:To consider the following Ordinary Resolution:

"That, pursuant to Listing Rule 7.3.1(a) the Board is authorised to issue up to 13,521,993 unpaid ordinary shares in the Company for $0.016 per share and to be held in, and on the terms of, the Company's Employee Share Plan"

This Resolution 4 is explained further in the explanatory notes.

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.

VOTING RESTRICTIONS

In accordance with the Listing Rules:

· the directors of the Company and their associated persons are prohibited from voting on Resolution 3.

· all employees of the Company and their associated persons are prohibited from voting on Resolution 4.

Any discretionary proxies given to persons disqualified from voting under the requirements set out above will not be valid.

LISTING RULE REFERENCES

In this notice of meeting, references to the Listing Rules are references to the listing rules of the NZSX market.

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 Resolutions other than Resolution 3 and 4. As the Chairman is disqualified from voting on Resolution 3 and 4, he may not exercise discretionary proxies and it is necessary to give him voting instructions on Resolution 3 and 4 on the proxy form.

To appoint a proxy you should complete and sign the enclosed 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:	[phone]
By Email:	[e-mail] (please put "Promisia Proxy Form" as the subject of the e-mail for easy identification)