Pacific Edge Limited logo

Notice of Annual Shareholders Meeting

AGM18 July 2018PEBHealthcare

Dear Shareholder
We are pleased to invite you to attend the Pacific Edge Annual Shareholders’ Meeting to be held on

16 August 2018, commencing at 3pm. We encourage you to attend either in person or online to hear about our

progress, discuss any questions you may have about our Company and its performance and have your say by

voting on resolutions.

As offered last year, you have the opportunity to attend the Meeting virtually through an online platform. Details

on how to attend online are enclosed, under Important Information.

We have three resolutions being put forward for shareholders’ consideration at this year’s Meeting.

The first resolution addresses the re-election of Directors. Anatole Masfen and David Band both retire by

rotation. Anatole Masfen is seeking re-election. He provides valuable skills, commercial acumen and experience

to the Company and the Board unanimously supports his re-election.

David Band is not seeking re-election and will therefore retire from the Board at the Meeting. The Board would

like to thank David for his long-standing support and significant contribution to Pacific Edge. He has been a

Director since 2007 and has held the position of Deputy Chair for most of his tenure. The Board has a process

underway to identify and appoint a new Director.

The second resolution is to authorise the Directors to fix the auditors’ remuneration for the upcoming year.

The third resolution is to approve a proposed 9.8% increase in total Directors’ fees. There have been no pro-

rata general increases in Directors’ fees in the past four years. In 2016 a special meeting was held to allow for an

increase in total Director fees to enable the market defined, higher fee to be payed to US-based Director, David

Levison, in anticipation of his appointment in April 2016.

The Board has commissioned an independent review of its Directors’ fees. The review takes into consideration

the size, ownership, industry, risks and complexities of Pacific Edge Limited and recommends an increase in

the total Directors’ fees of up to 14.8%. The Board is proposing a lower and more modest increase of 9.8%,

taking the total fees from $275,000 to $302,000 per annum, to be paid and allocated as the Board considers

appropriate.

Our Company is uniquely positioned to capitalise on the demand for better, more accurate, less invasive and

more cost-effective tests for the detection and management of urothelial cancer. We have identified a number of

catalysts for FY19 which we believe will accelerate the uptake and adoption of our product and our commercial

success and we are looking forward to discussing these with you at our Annual Meeting.

Sincerely

Chris Gallaher

Chairman

ANNUAL

MEETING

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING
Notice is hereby given that the 2018 Annual Meeting of shareholders of Pacific Edge Limited (Company) will

be held at the Dunedin Public Art Gallery, Otago Daily Times Gallery, Level 2, The Octagon, Dunedin and

online at http://www.virtualmeeting.co.nz/peb2018 on Thursday 16 August 2018, commencing at 3.00 pm.

AGENDA

1. Chairman and CEO Presentations

2. Shareholder Discussion

3. Resolutions

To consider, and if thought fit, pass the following Ordinary Resolutions:

Resolution 1: That Anatole Masfen, who retires by rotation and is eligible for re-election, be re-

elected as a Director of the Company.

Resolution 2: To record the re-appointment of PricewaterhouseCoopers as auditor of the Company

and to authorise the Directors to fix the auditors’ remuneration for the ensuing year.

Resolution 3: That pursuant to clause 25 of the Company’s Constitution and NZX Main Board Listing

Rule 3.5.1, the maximum aggregate amount payable to non-executive Directors be increased to

$302,000 per annum (9.8% increase).

Further information relating to the Resolutions is set out in the Explanatory Notes.

4. To consider any other ordinary business which may properly be brought before the Meeting.

Pacific Edge’s Board and management invite attendees to join them for light refreshments at the end of the

Meeting.

A copy of the Annual Meeting presentations will be available to view on the Company’s website

www.pacificedgedx.com.

By Order of the Board of Directors

Chris Gallaher

Chairman

18 July 2018

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Main Board Listing Rules.

All of the resolutions to be put to the Meeting are Ordinary Resolutions. Ordinary Resolutions require approval by a

simple majority (greater than 50%) of the votes of those shareholders entitled to vote and voting on the question.

DIRECTOR RE-APPOINTMENT

Under NZX Main Board Listing Rule 3.3.11 and clause 22.6 of the Company’s Constitution, at least one third of Directors,

or the number nearest to one third, are required to retire from office at the Annual Meeting. Those who retire are

eligible for re-election at the Annual Meeting. The Directors required to retire are those who have been longest in office

since their last election.

Accordingly, Anatole Masfen and David Band both retire by rotation. Anatole, being eligible, has offered himself for

re-election. David Band is not standing for re-election. The Board will seek to appoint a new Director with suitable skills

and experience.

RESOLUTION 1 – RE-ELECTION OF ANATOLE MASFEN AS A DIRECTOR

APPOINTED: 1 April 2008

BOARD RESPONSIBILITIES: Nominations Committee, Audit & Risk Committee

Anatole is the co-founder of Artemis Capital, a private equity investment firm based in

Auckland which has a shareholding in Pacific Edge. He sits on the Boards of a number of

private and public companies, across a range of industries, and his broad and significant

investment expertise is of value to Pacific Edge. He holds a MCom (Hons) in Finance and

Economics.

Anatole is the Chair of Pacific Edge’s Audit and Risk Committee and Nomination

Committee.

The Board has determined that Anatole Masfen is an Independent Director for the

purposes of the Listing Rules and supports his re-election as Director.

RESOLUTION 2 – AUDITORS’ REMUNERATION

Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically re-appointed

at the Annual Meeting as auditor of the Company. Resolution 2 authorises the Board to fix the remuneration of

PricewaterhouseCoopers as the Company’s auditor.

RESOLUTION 3 – INCREASE IN DIRECTORS’ REMUNERATION

An increase in Directors’ remuneration requires shareholder approval by Ordinary Resolution, in accordance with Listing

Rule 3.5.1 and clause 25.3 of the Company’s Constitution. The Board is recommending a 9.8% increase (being $27,000),

in the total annual remuneration available to be paid to all non-executive Directors taken together, per annum, from

$275,000 per annum to $302,000 per annum. This is below the level recommended by the independent remuneration

experts, Strategic Pay Limited.

Pacific Edge’s policy is to offer competitive Director Fees to attract and retain high quality, appropriately skilled

Directors, who will best add value to the Company. Consistent with this, in 2016 the Board appointed US-based Director,

David Levison, who has specific experience and understanding of the US healthcare market, as well as experienced

business leader, Chris Gallaher, as Chair. A search is currently underway to appoint a new and suitably skilled Director to

replace David Band, following his retirement from the Board at the 2018 Meeting.

Directors’ fees were last increased in 2016, solely to allow for the appointment and payment of Directors’ fees to US-
based Director, David Levison. There have been no other increases to Directors’ fees since the 2014 Annual Meeting.

At this time, Pacific Edge had recently launched its first Cxbladder test and initiated its commercial strategy in the USA.

Since then, Pacific Edge has commercialised a suite of four Cxbladder tests; established and continues to grow a clinical

and commercial presence in the USA; and commercially launched in South East Asia. Cxbladder’s analytical validity,

clinical validity and clinical utility is supported by multiple peer-reviewed journal publications and the Company is seeing

strong growth in the adoption and sales of its tests.

Pacific Edge commissioned Strategic Pay Limited to provide market data and make recommendations on appropriate

Director remuneration levels, compared to NZX listed companies of similar size, turnover and market capitalisation, as

well as those in a similar sector. The Strategic Pay report also took into account the operational complexities, risks and

phase of growth of Pacific Edge. Strategic Pay proposed a range of remuneration levels to be paid to Directors, up to a

maximum increase of 14.8%. A summary of Strategic Pay’s report can be viewed on the Pacific Edge website at

www.pacificedgedx.com/investors/shareholder-meetings.

The Board has considered Strategic Pay’s recommendations, the skills, performance and experience of Directors and

the skills and expertise required to add value as Pacific Edge gains traction and progresses its commercial journey. The

Board has also considered the significant role, workload and responsibility required of the Chair of the Audit & Risk

Committee and is proposing a separate payment to account for this. Taking all this into consideration, the Pacific Edge

Board is recommending a modest increase to the total pool for Director remuneration of $27,000, to a total maximum

aggregate of $302,000, on the basis of five non-executive Directors.

The Board currently intends to allocate the aggregate pool of Directors’ fees to the non-executive Directors, based on

their responsibilities, as set out below:

RoleCurrent FeesProposed FeesPercentage Change

Chair75,00080,0006.25%

Deputy Chair43,00050,000 16.3%

Non-executive Director40,00044,000 10%

US-based non-executive Director77,00079,000 2.6%

Chair Audit & Risk Committee- 5,000 100%

TOTAL POOL$275,000$302,0009.8%

David Darling, CEO/Executive Director does not receive Directors’ fees.

The Board believes the proposed fees better align Pacific Edge to the market, are fair and reasonable to the Company

and to the shareholders and will help to attract highly qualified and suitably experienced Directors to the Board.

All increases would apply, if approved, from 16 August 2018, being the date of the Annual Meeting.

IMPORTANT INFORMATION
VIRTUAL ANNUAL MEETING

Shareholders will be able to attend the Meeting in person, or, alternatively, will be able to attend and participate at the

Meeting virtually via an online platform provided by Pacific Edge’s share registrar, Link Market Services at http://www.

virtualmeeting.co.nz/peb2018.

Shareholders attending and participating in the Meeting virtually via the online platform will be able to vote and ask

questions during the Meeting. More information regarding virtual attendance at the Meeting (including how to vote

and ask questions virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide, which is

available at www.linkissuers.co.nz/virtualmeeting.

LINKVOTE APP

Shareholders attending the Meeting in person can download the LinkVote App from the Apple App Store or Google

Play Store if they would like to vote during the Meeting using their mobile phone. The LinkVote App is available for

download prior to the Meeting.

VOTING

The only persons entitled to vote at the Annual Meeting are registered shareholders (or their proxies or representatives)

as at 3.00pm on Tuesday 14 August 2018. Only the shares registered in those shareholders’ names at that time may be

voted at the Annual Meeting.

Voting can be done in four ways: By attending the Annual Meeting and submitting your vote; By appointing a proxy to

vote on your behalf at the Meeting; By casting a postal vote; By participating in the Meeting virtually and voting.

Under NZX Main Board Listing Rule 9.3.1, all Directors intended to receive a payment under Resolution 3 and their

Associated Persons (as that term is defined in the NZX Market Board Listing Rules) are prohibited from voting in favour

of Resolution 3. If you appoint such a Director or any person who is an Associated Person of such a Director as your

proxy, that person will only be able to vote on Resolution 3 in accordance with your express instructions. The Directors

cannot exercise their discretion on how to vote on Resolution 3 given that the resolution relates to approving their

remuneration.

Proxies, Corporate Representatives and Power of Attorney

All shareholders are entitled to attend and vote at the Meeting or to appoint a proxy to attend and vote in their place.

Enclosed with this Notice of Meeting is a proxy form. For the appointment of a proxy to be valid, Link Market Services

must receive the proxy form either by post (to PO Box 91976, Auckland 1142) or facsimile (+64 09 375 5990) or email

(meetings@linkmarketservices.com) no later than 48 hours before the start of the Meeting (that is by 3.00pm on Tuesday

14 August 2018). Alternatively, shareholders may lodge their proxy online.

The Chairman, the Directors and Chief Executive Officer offer themselves as proxy to shareholders and, subject to the

provision above in respect of Resolution 3, if given discretion, will vote in favour of the resolutions. Any shareholder of

the Company entitled to attend and vote at the Meeting may appoint another person or persons as proxy to attend, and

vote on his or her behalf. A proxy does not have to be a shareholder in the Company. A shareholder may appoint the

Chairman of the Meeting, or another person, to act as proxy. All joint holders of a share must sign the proxy form.

A corporation that is a shareholder may appoint a representative to attend the Meeting on its behalf in the same manner

as that which it could appoint a proxy. Corporate representatives should bring along to the Meeting evidence of their

authority to act for the relevant corporation.

Any person representing a shareholder(s) by virtue of a power of attorney must bring evidence of their authority to vote

on behalf of the shareholder(s) and power of attorney.

Companies may sign under the hand of a duly authorised officer or by power of attorney. If the proxy form has been

signed under a power of attorney, a copy of the power of attorney (unless already deposited with the Company) and a

signed certificate of non-revocation of the power of attorney must be delivered to the Company with the proxy form.

Postal Voting
A shareholder is entitled to exercise his/her right to vote at the Meeting by casting a postal vote. A postal voting form is

incorporated in the proxy form attached. The share registrar, Link Market Services, has been authorised by the Board to

receive and count postal votes for the Meeting.

In order for a postal vote to be effective, the proxy/postal voting form must be completed and returned to the share

registrar so that it is received no later than 48 hours before the Meeting (that is by 3.00pm Tuesday 14 August 2018) in

accordance with the instructions set out on the proxy form.

Online proxy and postal voting

Shareholders may elect to lodge their proxy appointment or postal vote online. You will need to go to the website of our

share registrar, Link Market Services https://investorcentre.linkmarketservices.co.nz/voting/PEB. You will be required to

enter your CSN/Holder number and FIN and follow the instructions from there.

Questions

Pacific Edge offers the facility for shareholders to submit questions to the Board in advance of the Annual Meeting.

Questions should be relevant to matters at the Annual Meeting, including matters arising from the financial statements,

general questions regarding the performance of Pacific Edge, and questions with regard to the resolutions. The

Chairman will answer as many of the most frequently asked questions as possible during the Annual Meeting. Please

submit questions by email to investors@pacificedge.co.nz. Please write ‘Questions from Shareholders’ in the subject line

of the email. There will also be the opportunity for shareholders to ask questions at the Annual Meeting.

Presentations and Pacific Edge FY18 Annual Report

The Annual Meeting presentations and voting results will be released to the NZX and published on the Company

website at www.pacificedgedx.com/investors/shareholder-meetings/.

Pacific Edge’s FY18 Annual Report for the year ending 31 May 2018 is available at www.pacificedgedx.com/investors/

shareholder-reports/.

Please refer to the instructions on the enclosed proxy form as to the ways in which the proxy form and postal

voting can be sent to Link Market Services.

---

LODGE YOUR PROXY
Online

https://investorcentre.linkmarketservices.co.nz/voting/PEB

Scan & Email

meetings@linkmarketservices.co.nz

Fax

+64 9 375 5990

Deliver in person

Link Market Services Limited,

Level 11, Deloitte Centre

80 Queen Street, Auckland 1010

Mail

Use the enclosed pre-

addressed envelope or

address to:


Link Market Services Limited

PO Box 91976

Auckland 1142

New Zealand




SCAN THIS QR CODE WITH YOUR SMARTPHONE AND

VOTE ONLINE









General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com



PROXY FORM FOR THE 2018 ANNUAL SHAREHOLDERS' MEETING

The Annual Meeting of Pacific Edge Limited (“Pacific Edge”) will be held on Thursday 16 August 2018 at 3:00pm at the Dunedin

Public Art Gallery, Otago Daily Times Gallery, Level 2, The Octagon, Dunedin. Shareholders are also able to attend the Annual

Meeting online via the Link Market Services Virtual Annual Meeting platform.


If you propose NOT to attend the Annual Meeting but wish to vote by postal vote or appoint a proxy please complete and return this

form (please keep it intact) to Link Market Services or complete online no later than 3:00pm on Tuesday 14 August 2018 (being 48

hours before the commencement of the Annual Meeting). Proxy appointment or postal Voting can also be completed online. Please

read the instructions overleaf before completing this form. Please do not appoint a proxy if you are voting by postal vote.



POSTAL VOTE

As a shareholder entitled to vote at the Annual Meeting, you

are entitled to vote by postal vote. You may cast your postal

vote online or in accordance with the other methods listed

above. If you return your postal vote without indicating on any

resolution how you wish to vote, you will be deemed to have

abstained from voting on that resolution. If you complete the

postal vote section and also appoint a proxy, your postal vote

will take priority over the proxy appointment.



APPOINTMENT OF PROXY

A shareholder entitled to attend and vote at the Annual

Meeting is entitled to appoint a proxy or, in the case of a

corporate shareholder, a representative to attend and vote on

behalf of him/her and that proxy or representative need not

also be a shareholder of Pacific Edge. A proxy appointment

may be completed online or in accordance of one of the other

methods listed above. If this proxy has been signed under a

power of attorney, a copy of the power of attorney and a

signed certificate of non-revocation of the power of attorney

must be produced with this proxy (this cannot be done online).


Appointing the Chairman of the Meeting or a Director as

your proxy

If you wish, you may appoint the Chairman of the Meeting, any

of the Directors or the Chief Executive Officer as your proxy.

To do so, please write their position in the box marked “full

name of proxy” e.g. “Chair of Meeting”. If given discretion, they

will vote in favour of the resolutions. If you return this form

without directing the proxy how to vote on any particular

resolution, you will be deemed to have given your proxy

discretion as to whether and how to vote on that resolution, unless

specifically restricted from voting. Any non-executive Director, or

their associated persons, may not exercise any discretionary

proxy votes on Resolution 3.


ATTENDING THE MEETING

If you propose to attend the Annual Meeting please bring this

proxy form intact to the meeting, the barcode is required for

registration at the meeting.


SIGNING INSTRUCTIONS FOR PROXY FORMS


Individual

This proxy form must be signed by the shareholder or his/ her/

its attorney duly authorised in writing.

Joint holding

This proxy form must be signed by, or on behalf of, each of the

joint shareholders (or their duly authorised attorney).

Power of Attorney

If this proxy form is signed under a power of attorney, a copy of

the power of attorney and a signed certificate of non-revocation

of the power of the attorney, under which it is signed, must be

produced to Pacific Edge with this proxy form (but cannot be

done online).

Company

This proxy form must be signed by a Director or a duly

authorised officer acting under the express or implied authority

of the shareholder, or an attorney duly authorised by the

shareholder.


Go online to https://investorcentre.linkmarketservices.co.nz/voting/PEB to vote or

turn over to complete the postal vote/proxy form


POSTAL VOTE / PROXY FORM


STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

POSTAL VOTING


I wish to vote by postal vote (please tick the box).

My voting intention is indicated in the resolution section below.

(If you choose this option please do not complete the proxy information below)


APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder of Pacific Edge Limited


Hereby appoint ____________________________________ of ________________________________________


or failing him/her ____________________________________ of ________________________________________

as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholder Meeting of Pacific Edge Limited to be held at

3:00pm on Thursday 16 August 2018 and, simultaneously, to be held virtual via an online platform and at any adjournment of that

meeting. Please indicate with a tick in the appropriate boxes below how you wish your proxy to vote. If you wish, you may

appoint as your proxy the Chairman of the Meeting, any other Director or the Chief Executive Officer.


STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS


Tick (P) in box to vote

ORDINARY RESOLUTIONS For Against Proxy Abstain

Discretion

1. That Anatole Masfen, who retires by rotation and is eligible for re-

election, be re-elected as a Director of the Company.


2. To record the reappointment of PricewaterhouseCoopers as auditor

of the Company and to authorise the Directors to fix the auditors’

remuneration for the ensuing year.


3. That pursuant to clause 25 of the Company's Constitution and NZX

Main Board Listing Rule 3.5.1, the maximum aggregate amount

payable to non-executive Directors be increased to $302,000 per

annum (9.8% increase).






STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting (either in person or via the virtual annual meeting) will have the opportunity to ask

questions during the meeting. If you cannot attend the Annual Meeting and choose to participate in the virtual annual meeting

but would like to ask a question, you can submit a question online by going to

https://investorcentre.linkmarketservices.co.nz/voting/PEB 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 3:00pm on Tuesday 14

August 2018. The Board will address and answer questions at the Annual Meeting.







SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.


Security holder 1 Security holder 2 Security holder 3



Contact Name ________________________ Daytime Telephone ______________________ Date ______________________________




Electronic Investor Communication:

If you received the Notice of Meeting & proxy by mail and you wish to receive your future communications from the

Company by email please provide your email address below:



Question:

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.