Notice of Annual Shareholders Meeting
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.
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