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AoFrio Limited Proxy Solicitation & Information Statement 2026
66152_rns_2026-04-28_94f7b747-f373-4e91-b353-9402acc5149a.pdf
Proxy Solicitation & Information Statement
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AoFrio
www.aofrio.com
Notice of Annual Meeting of Shareholders
Notice is hereby given that the 2026 Annual Meeting of shareholders of AoFrio Limited (the "Company") will be held on
Wednesday, 27 May 2026 commencing at 1pm.
Join us in person or online at:
Physical: At AoFrio's registered address - 78 Apollo Drive, Rosedale, Auckland
Online: https://meetnow.global/nz
The venue will be open for registrations at 12.45pm.
For online attendance, please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz or the Virtual Meeting Participation instructions in the Procedural Notes and Other Information section of this Notice of Meeting.
Important dates and times
Vote-eligibility date for voting entitlements for the Annual Meeting: Friday 22 May 2026, close of trading.
Last time for receipt of voting / proxy voting forms: Monday 25 May 2026, 1:00pm
P: +64 9 477 4500 E: [email protected]
® is a registered Trademark of AoFrio Ltd
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand
A
Order of Business
A. Chairman's Address
B. Chief Executive Officer's Address
C. Shareholder questions
D. Ordinary Resolution
To pass the following resolution as an ordinary resolution:
Resolution 1 - Auditor's Remuneration
That the Directors of the Company be authorised to fix the fees and expenses of the auditor.
E. General Business
To consider such other business as may lawfully be raised at the meeting.
Please read the Explanatory Notes and the Procedural Notes and Other Information for further information in relation to all the Resolutions.
On behalf of the Board
Howard Milliner
Company Secretary
28 April 2026
AO309
P: + 64 9 477 4500 E: [email protected]
© is a registered Trademark of AoFrio Ltd.
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand
A
Explanatory Notes
Resolution 1 – Auditor’s Remuneration
Deloitte is the existing auditor of the Company and is automatically re-appointed by virtue of section 207T of the New Zealand Companies Act 1993. The proposed ordinary resolution is required to authorise the Directors of the Company to fix the auditor’s remuneration for the purposes of section 207S of the New Zealand Companies Act 1993.
The Board of AoFrio Limited confirms its support for the above resolution and recommends that you vote in favour at the meeting.
AO309
P: + 64 9 477 4500 E: [email protected]
® is a registered Trademark of AoFrio Ltd.
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand
A
Procedural Notes and Other Information
Hybrid meeting
All shareholders will have the option to attend and participate in the Annual Meeting either in person or, alternatively, online via an internet connection using a computer, laptop, tablet or smartphone.
If the Board determines a physical meeting is inappropriate in the circumstances (for example due to COVID-19 concerns), the Company may, in its sole discretion, elect to hold the Annual Meeting as a virtual only meeting.
Details of how to attend and participate in the Annual Meeting virtually are set out below.
Persons entitled to vote.
Voting entitlements will be determined at the close of trading on Friday 22 May 2026. Registered shareholders at that time will be the only persons entitled to vote at the Annual Meeting and only the shares registered in those shareholders' names at that time may be voted at the meeting.
Requisite majority
Each of the Resolutions will be passed if approved by an ordinary resolution at the Annual Meeting. An ordinary resolution is a resolution approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution (directly or by proxy or representative (in each case, through the means described below). Each Resolution is a separate resolution to be voted on separately by shareholders. Accordingly, each Resolution may be approved regardless of the outcome of the vote on any other Resolution.
Proxies and corporate representatives
Shareholders entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote on their behalf. A corporation may appoint a person to attend the meeting as its representative in the same manner as it may appoint a proxy. If a shareholder wishes to appoint a proxy (or in the case of a corporate shareholder, a representative), the shareholder must make that appointment online by visiting www.investorvote.co.nz or by completing and returning the Voting and Proxy Form accompanying this Notice of Meeting.
The Voting and Proxy Form must be completed (if online), or returned, by no later than Monday 25 May 2026 at 1.00pm.
A proxy need not be a shareholder. For example, shareholders may appoint the Chairman of the Board or another person (such as the Chairman of the Annual Meeting) to act as their proxy. It is intended that the Chairman of the Board be the Chairman of the Annual Meeting.
The Chairman of the Annual Meeting, or any other Director of AoFrio, is willing to act as a proxy on behalf of shareholders who wish to appoint them for that purpose. The Chairman of the Annual Meeting and Directors who act as proxies on behalf of shareholders intend to vote any proxy discretion given to them in favour of the resolutions, provided that each of the Directors putting themselves forward for election / re-election will abstain from voting any discretionary proxies given to them relating to their own re-election.
If your proxy is not the Chairman of the Annual Meeting or a Director of AoFrio, and they intend to join the meeting virtually, please ensure that you provide their contact details in the space provided on the Voting and Proxy Form.
If you appoint a proxy, you may either direct your proxy how to vote for you or you may give your proxy discretion to vote as he/she sees fit. If you wish to give your proxy discretion, then you must mark the appropriate boxes on the Voting and Proxy Form. If you do not tick any box for a particular resolution then your proxy may vote as they choose, as if you had selected 'Proxy Discretion'.
AO309
P: + 64 9 477 4500 E: [email protected]
is a registered Trademark of AoFrio Ltd.
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand
A
If, in appointing your proxy, you do not name a person to be your proxy, the Chairman of the Annual Meeting will be your proxy and will vote in accordance with your express directions.
If additional matters are raised during the Annual Meeting which require a shareholder vote, your proxy will be entitled to vote on these additional matters as your proxy thinks fit.
Shareholders may revoke their proxies by giving written notice of revocation to the Company in the manner set out below no later than Monday 25 May 2026 at 1.00pm.
Voting
Voting on the resolutions to be put before the Annual Shareholder Meeting will be conducted by way of poll. As a shareholder you may cast your vote in one of three ways:
(a) you may attend the meeting in person and vote, or you may participate virtually and vote at the meeting via an online platform https://meetnow.global/nz; or
(b) you may appoint a proxy or (in the case of a corporate shareholder) a representative to attend the meeting in person and vote in your place or to participate virtually and vote at the meeting in your place via an online platform https://meetnow.global/nz; or
(c) you may cast a postal vote by lodging your postal vote or proxy online at www.investorvote.co.nz, by mail or by scan and email to one of the addresses below.
If you lodge your postal vote or proxy online, you will be required to enter the control number that is located on the front of your Voting and Proxy Form, together with your CSN/Shareholder number and postcode or country of residence (if outside New Zealand) or follow the prompts in the email you receive from the share registrar, Computershare Investor Services Limited.
If a Shareholder wishes to cast a postal vote, the Voting and Proxy Form must be completed and received by AoFrio no later than Monday 25 May 2026 at 1.00pm. AoFrio's Company Secretary has been authorised by the Board of AoFrio to receive and count postal votes at the Annual Meeting.
Details of how to participate in the Annual Meeting virtually are set out below.
The addresses for the purpose of lodging the Voting and Proxy Form are as follows:
Lodge your postal vote or proxy
☐ Online
www.investorvote.co.nz
☐ By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
☐ By Scan and email to
[email protected]
For all enquiries contact
☎
+64 9 488 8777
AO309
P: + 64 9 477 4500 E: [email protected]
® is a registered Trademark of AoFrio Ltd.
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand
A
If you are attending in person, please bring the enclosed Voting and Proxy Form to the Annual Meeting to assist with your registration.
Virtual meeting participation
Shareholders can attend the meeting virtually through the Computershare Meeting Platform https://meetnow.global/nz. Select the AoFrio 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 Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for more information.
You will need the latest version of Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.
Shareholders may vote on the resolutions to be put to the Annual Meeting, and ask questions, by using their own computers or mobile devices through the online participation portal, as described in the Virtual Meeting Guide.
Shareholders may also send questions in advance of the meeting to [email protected]. The main themes will be aggregated and responded to at the meeting, provided that the Company reserves the right not to address questions that, in the Chairman's opinion, are not reasonable or appropriate in the context of an Annual Meeting, or any written question in advance of the meeting that was not received by the close of business on Friday 22 May 2026.
Details of how to participate in the Annual Meeting virtually are provided in the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz. Shareholders are encouraged to review the Virtual Meeting Guide prior to the meeting.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am and 5.00pm (NZST) Monday to Friday or by email to [email protected].
AO309
P: + 64 9 477 4500 E: [email protected]
© is a registered Trademark of AoFrio Ltd.
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New Zealand