Notice of Annual Meeting of Shareholders 2018

Notice of Annual Meeting of Shareholders
2018

Dear Shareholder

On behalf of the Board of Directors I am pleased to invite you to the 2018 Annual Meeting of AFT Pharmaceuticals Limited
(AFT). The Annual Meeting is to be held at the Milford Cruising Club, 24 Craig Road, Milford, Auckland, New Zealand, on Friday
3 August 2018 commencing at 10.30am (New Zealand time). There will also be the opportunity to join the meeting by webinar
and details are enclosed with this letter.

At the Annual Meeting, Hartley Atkinson (Chief Executive and Founder of AFT) and I will present on AFT's performance during
the year ended 31 March 2018 and on our future plans. You will have the opportunity to ask any questions you may have
about AFT and its performance.

As part of the formal business of the Annual Meeting, Dr James (Jim) Burns and I are required under applicable NZX listing
rules to retire by rotation as directors of AFT and stand for re-election at the Annual Meeting. Jim and I will each address the
Annual Meeting before shareholders are asked to vote on our re-election. Details of our respective backgrounds are set out
in the Explanatory Notes to the Notice of Meeting enclosed with this letter. The Board unanimously supports our re-election.

Additionally, shareholders will be asked to authorise the directors to fix the auditor’s remuneration.

The Board recommends that you vote in favour of all resolutions.
If you cannot attend the Annual Meeting, I encourage you to complete and lodge the enclosed Proxy Form in accordance with
the instructions on the back of the Proxy Form so that it reaches our share registrar, Computershare Investor Services Limited,
48 hours in advance of the start of the Annual Meeting. Alternatively, you can appoint your proxy online by following the
instructions on the enclosed Proxy Form. AFT will be webcasting its Annual Meeting for shareholders who cannot attend
(refer details in the attached Notice of Meeting).

For those shareholders who are attending the Annual Meeting in person, please bring the enclosed Proxy Form with you to
assist with your registration.

You are invited to join the Board and senior management for refreshments at the conclusion of the Annual Meeting. I look
forward to seeing you then.

Thank you for your ongoing support.
Yours sincerely



David Flacks
Chairman
5 July 2018




AFT Pharmaceuticals Limited, Level 1, 129 Hurstmere Road, Takapuna, Auckland 0622, New Zealand
Incorporated in New Zealand ARBN 609 017 969

Notice of Annual Meeting of Shareholders 2018
www.aftpharm.com
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Notice is hereby given that the Annual Meeting of shareholders of AFT Pharmaceuticals Limited (AFT) will be held at the
Milford Cruising Club, 24 Craig Road, Milford, Auckland, New Zealand, on Friday 3 August 2018 commencing at 10.30am
(New Zealand time).

Items of business

A Chairman’s Address
B Chief Executive Officer’s Address
C Shareholder Questions
D Ordinary Resolutions

Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions:

1. That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the 2019
financial year.
2. That Mr David Flacks be re-elected as a director of AFT Pharmaceuticals Limited.
3. That Dr James (Jim) Burns be re-elected as a director of AFT Pharmaceuticals Limited.
See explanatory notes on each of these resolutions below.
By Order of the AFT Pharmaceuticals Limited Board




David Flacks
Chairman

5 July 2018

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Explanatory Notes



Resolution 1: Auditor’s Remuneration
During the year, the Board appointed Deloitte as AFT’s
new auditors. Deloitte will be automatically reappointed
under the Companies Act 1993 to act as auditor for the
2019 financial year. Under the Companies Act, auditor
fees and expenses must be fixed in the manner
determined at the Annual Meeting. Shareholder
approval is, therefore, sought to authorise the Board to
fix the fees and expenses of Deloitte as auditor.

Resolution 2: Re-election of David Flacks as a Director
David was appointed as a director by the shareholders of
AFT on 22 June 2015. In accordance with the applicable
NZX listing rules, David retires by rotation and offers
himself for re-election as a director of AFT at the
meeting. The Board unanimously supports David's re-
election and considers David to be an independent
director.

David Flacks
Chairman and Non-Executive, Independent Director
David has a number of governance roles and is also a
corporate lawyer with boutique corporate law firm Flacks
& Wong. David is chair of the NZX Regulatory Governance
Committee, Harmoney Corp and biotech start up Upside
Biotechnologies, and is a director of the Vero NZ group
companies and NZ Venture Investment Fund.
David was chair of the NZX Markets Disciplinary Tribunal
until June 2017 and was previously a member of the
Takeovers Panel. He also holds a number of pro-bono
directorships.
David was for many years a senior corporate partner at
Bell Gully and was general counsel and company
secretary of Carter Holt Harvey during the 1990’s. He is a
law graduate from Cambridge University.

Resolution 3: Re-election of Dr James (Jim) Burns as a
Director
Jim was appointed as a director by the shareholders of AFT on
17 September 2015. In accordance with the applicable NZX
listing rules, Jim retires by rotation and offers himself for re-
election as a director of AFT at the meeting. The Board
unanimously supports Jim’s re-election and considers Jim to
be an independent director.

Dr James (Jim) Burns
Non-Executive, Independent Director
Jim has extensive executive experience in
pharmaceuticals, biotechnology, medical devices, and
diagnostics. Jim has served in leadership roles at large
multinational corporations, early-stage companies,
venture capital funds and private equity. From 2009-
2016, Jim served as Chairman of the Board, Executive
Chairman and Chief Executive Officer of Assurex Health,
a precision medicine company focused on
neuropsychiatric and pain disorders. Previous roles
include President & CEO of cancer drug development
company CASI Pharmaceuticals; President of MedPointe
Pharmaceuticals, a specialty pharmaceutical company;
President & CEO of biotechnology company Osiris
Therapeutics; General Partner of Healthcare Ventures;
Group President of Becton Dickinson, a global medical
device company; and Partner at Booz & Company, an
international strategy consulting firm.
Jim is a Board Leadership Fellow of the National
Association of Corporate Directors (NACD), a Director of
Vermillion (NASDAQ), and a Director of Precera
Bioscience. Jim earned B.S. and M.S. degrees in biological
sciences from the University of Illinois, an M.B.A. from
DePaul University, and a D.L.S. from Georgetown
University.

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Important Information



Attending the Meeting
If you wish to vote in person you should attend the
Annual Meeting where you will be issued with a
voting card. Please bring your proxy form with you
to the meeting to assist with your registration.

Voting
Voting entitlements for the Annual Meeting will be
determined as at 5.00pm (New Zealand time) on
Wednesday 1 August 2018. 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 Annual Meeting.
Proxies and Corporate Representatives

If you cannot attend the Annual Meeting, you are
encouraged to appoint a proxy to attend and vote
on your behalf.

Appointing a Proxy
Any shareholder who is entitled to attend and vote
at the Annual Meeting may appoint a proxy (or
representative in the case of a corporate
shareholder) to attend and vote instead of him or
her. A proxy need not be a shareholder of AFT. 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. The Chairman
of the meeting and any other director is willing to
act as proxy for any shareholder who appoints him
or her for that purpose. The Chairman and any
director appointed as your proxy intend to vote all
discretionary proxies in favour of the relevant
resolution. Shareholders can appoint a proxy by
completing the enclosed proxy form and returning
it to Computershare Investor Services Limited by
mail or fax.
Alternatively, shareholders can elect to lodge their
proxy appointment online by visiting
www.investorvote.co.nz.
Holders will be required to
enter their CSN/Holder Number and postcode or
country of residence to complete the online
validation process to securely appoint a proxy
online.
The completed Proxy Form must be received by
AFT’s share registrar, Computershare Investor
Services Limited, no later than 48 hours before the
start of the meeting (10.30am on Wednesday 1
August 2018). Any Proxy Form received after that
time will not be valid for the scheduled meeting.
Please refer to the instructions on the enclosed
Proxy Form as to the ways in which the Proxy Form
can be returned to Computershare, including
instructions on how to appoint your proxy and, if
desired, to provide voting instructions to your
proxy.
Ordinary Resolution
The business for the meeting is to pass the ordinary
resolutions set out in the preceding pages. An
ordinary resolution is a resolution passed by a
simple majority of the votes of those shareholders
entitled to vote and voting on the resolutions.
Webcast
The Annual Meeting will be webcast live. To view
and listen to the webcast, please visit
http://www.openbriefing.com/OB/2925.aspx.

Note that shareholders joining by webcast will not
be able to vote at the meeting or ask questions. In
order to vote you will need to appoint a proxy
before 10.30am on Wednesday 1 August 2018. If
you have any questions you would like considered
at the meeting, please send them to
investor.relations@aftpharm.com in advance of the
meeting.
More Information
If you have any questions, or for more information,
please contact AFT’s Company Secretary, at
investor.relations@aftpharm.com