Promisia Integrative : Notice of PIL Annual Meeting 2017

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 Tuesday, 30 May 2017, 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 2016.

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. Re-election of Director Resolution 2: To consider the following Ordinary Resolution:

   "That, pursuant to Listing Rule 3.3.11, Mr Stephen Underwood, 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 Underwood is considered to be an independent director of the company. A biography provided by Mr Stephen Underwood is attached to this notice of meeting.

4. Election of Director Resolution 3: To consider the following Ordinary Resolution:

   "That, pursuant to Listing Rule 3.3.5, Ms Josie Adlam, who has been nominated by a security holder of the Company and offered herself for election, be elected as a director of the Company."

   In the opinion of the Board (based on the information it has at this time) Ms Josie Adlam, if elected, would be considered to be an independent director of the company. A biography provided by Ms Josie Adlam is attached to this notice of meeting.

5. Election of Director Resolution 4: To consider the following Ordinary Resolution:

   "That, pursuant to Listing Rule 3.3.5, Ms Helen Down, who has been nominated by a security holder of the Company and offered herself for election, be elected as a director of the Company."

   In the opinion of the Board (based on the information it has at this time) Ms Helen Down, if elected, would be considered to be an independent director of the company. A biography provided by Ms Helen Down is attached to this notice of meeting.

6. Election of Director

Resolution 5: To consider the following Ordinary Resolution:

"That, pursuant to Listing Rule 3.3.5, Ms Barbara Donaldson, who has been nominated by a security holder of the Company and offered herself for election, be elected as a director of the Company."

In the opinion of the Board (based on the information it has at this time) Ms Barbara Donaldson, if elected, would be considered to be an independent director of the company. A biography provided by Ms Barbara Donaldson is attached to this notice of meeting.

Note: The directors are unable to make any recommendations to shareholders concerning resolutions 3, 4, and 5 as the candidates are unknown to the directors. 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.

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: By mail: Promisia Integrative Limited Promisia Integrative Limited C/- Link Market Services Limited C/- Link Market Services Limited Level 11, Deloitte Centre PO Box 91976 80 Queen Street Victoria Street West Auckland 1010 Auckland 1142
By Fax: [phone]
By Email: meetings subject of	@linkmarketservices.co.nz (please put "Promisia Proxy Form" as the 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/PILand follow the instructions. You will be required to enter your 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 3pm on Sunday 28 May 2016. 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

15 May 2017

Resolution 2: Biography of Stephen Underwood

Dear Shareholder

I have been a director of the Promisia Integrative Ltd for some years and became Chairman in May 2016. I have a Batchelor of Law and Batchelor of Commerce and Administration from Victoria University of Wellington.

I have worked as a management consultant for over ten years, both for an international accounting firm and a local consulting firm. I have spent over twenty years involved in the venture capital market specialising in the raising of new equity for start-up companies and those experiencing early stage growth and expansion. I have also been involved in taking new ventures through to public listing and trade sales and worked as an insolvency practitioner.

My governance experience has been as a company director (including the New Zealand Salmon Company, Kirkcaldie & Stains and numerous private companies), as a trustee of family trusts and unlisted and listed unit trusts, and as a former Chair of Athletics New Zealand.

The development of Promisia and the growth of Arthrem has not been easy or happened overnight. The recent success has been the result of a lot of hard work by a team of people, including all the directors, over a number of years. Being a director of a young and rapidly growing company such as Promisia requires a level of skill, experience and commitment that is usually not required in larger and more established companies.

Being a director of a company such as Promisia requires much more than attending monthly board meetings. This company has required a very 'hands on' involvement from its Chairman due to the small management team. This 'hands on' involvement ranges from writing capital raising documents, to dealing with regulators, to guiding and supporting management with proposals and reporting. Sometimes it has required the directors to make difficult decisions in the best long term interests of the company. I am an independent director but have a long standing and substantial shareholding.

Promisia is now moving from being the sole supplier of a single product in one market to a position where it has competition from at least three larger suppliers in its home market, entry into the highly competitive Australian market, and launching a new product in New Zealand. Other products are under development. I believe that I have shown the skills and commitment required to help make this company a success and trust that you, as shareholders, recognise the result of these attributes and will support my re-election as a director of the company.

Regards

Stephen Underwood Ph 027 499 3387

2 Central Terrace, Kelburn [e-mail] Wellington

Resolution 3: Biography of Ms Josie Adlam

Dear Shareholders,

I am an independent director and entrepreneurial business mentor with fresh perspectives and notable strengths in marketing, product marketing, market development, and business strategy for high growth businesses.

My experience ranges from early growth technology start-ups to established services industry organisations to high growth international market expansions and covers a wide range of industries, including FMCG products, manufacturing, retail, ICT, and SaaS models.

My governance experience with this diverse portfolio of companies has strengthened my existing marketing, product marketing, sales, channel distribution, and business strategy skills, as well as significantly developed my financial and governance skills, which I have also pursued through personal self-development.

I have also had a successful executive career, with a large portion of my services industry experience in the ICT sector, including sales, marketing, and product marketing positions at Telecom New Zealand (Spark) and Alcatel-Lucent. I spent several years at Kiwibank as the General Manager of Distribution, heading up channels to market, including the online channel transformation, and Customer Experience bankwide and developing financial skills as part of pricing and capital committees.

I am adept at recognising emerging societal and technology trends and translating their potential into successful business, marketing, and sales strategies. My focus is always on measurable results for marketing and business strategies in order to guide prioritization of planned activities and accelerate results.

I am also a member of the Institute of Directors and actively pursuing chartered member status.

Strengths and Skills

Market strategy & brand development	Market & Investment assessment
Marketing and communications	Business development
Product marketing and management	Business strategy & execution
Online strategies & Social Media	Sales Strategy & Sales performance management
Distribution & channel management, including Retail Partnership & joint venture strategies	Strategic governance
Customer Experience	Leadership development

Governance Experience

Palmerston North Airport - Director & Audit & Risk Committee Member April 2012 - present	The Sustainability Trust - Co-Chair February 2011 - present
BravaTrak Ltd. -Chair February 2014 - present	Tautoko Services - Chairperson November 2012 - present
Mojo Coffee Cartel Ltd. - Director (previous) October 2012 - October 2014	Lottery Wellington/Wairarapa Community Committee April 2016 - present
Fresh Focus Ltd. (now The Avalon Group)- Director (previous) October 2015 - December 2016	Lifeland Developments Ltd.- Director April 2016 - present

I look forward to answering any questions shareholders may have and my contact details are below:

Josie Adlam [e-mail], 027-4494741