Notice of meeting – SDL Annual Meeting 2018

Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held at the Company’s
offices, 18 Canaveral Drive, Albany, Auckland on Wednesday 24 October 2018 commencing at 10.30am.
Business
The business of the meeting is:
• Chairman’s address.
• To receive and consider the annual report for the year ended 30 June 2018, together with the financial
statements and auditor’s report.
Resolutions
To consider, and if thought fit, to pass, the following ordinary resolutions:
1. That the board be authorised to fix the remuneration of Grant Thornton as the Company’s auditors. See
Explanatory Note 2.
2. To re-elect Mr Julian Beavis who is retiring by rotation as required by clause 17 of the Company’s
constitution, and being eligible, offers himself for re-election as director. Please review Mr Julian Beavis’
biography under Explanatory Note 1.
General Business
To consider such other business as may lawfully be raised at the meeting.
Procedural Notes
• Ordinary resolutions: Resolutions 1 and 2 must be passed by an ordinary resolution of shareholders (i.e., by
a simple majority of the votes of those shareholders entitled to vote and voting on the resolution in person or
by proxy).
• Persons entitled to vote: The only persons entitled to exercise votes at the meeting will be those who are
registered as shareholders at 10.30am on Monday 22 October 2018, and only the shares registered in those
shareholders’ names at that time will carry a right to vote at the meeting. This does not limit the right of
eligible shareholders to appoint a proxy (or, if they are a company, a corporate representative).
• Proxies:
»All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint a proxy
to attend and vote for them instead.
»A proxy need not be a shareholder of the Company.
»A proxy form is enclosed and to be effective must be lodged at the registered office of the Company
at least 48 hours before the meeting is due to begin (i.e. by no later than 10.30am on Monday,
22 October 2018).
»A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the resolutions.
»If you wish to appoint a director, as your proxy, the Company’s chairman (John McMahon) is willing to act
on your behalf. If the chairman is appointed as proxy and the voting is left to his discretion, the chairman
intends to vote in favour of each of Resolutions 1 and 2.
• Representatives: A body corporate which is a shareholder may appoint a representative to attend the
Annual Meeting on its behalf in the same manner as that in which it could appoint a proxy.
Explanatory Notes
Explanatory notes in respect of the resolutions are set out overleaf.
By Order of the Board of Directors
Solution Dynamics Limited
21 September 2018
notice of annual meeting
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Explanatory Notes
Explanatory Note 1 – Re-Election of Director
Under Listing Rule 3.2.6 of the NZAX Listing Rules,
and in accordance with the Company’s constitution,
one third of the Company’s Directors must retire by
rotation at the Annual Meeting. If the Directors are
eligible, they may offer themselves for re-election
by shareholders at the meeting. In this case, Julian
Beavis retires by rotation and, being eligible, offers
himself for re-election by shareholders at the Annual
Meeting.
Directors Biography – Mr Julian Beavis
Julian has led a number of technology businesses
in Australasia and Asia (including NCR ANZ and
Teradata South East Asia/India) and brings a track
record of building successful company’s that focus
on delivering consulting led complex solutions.
Currently CEO of FoodCap International he has led
a turnaround in that companies fortunes, expanding
into the American market with innovative solutions
that are dramatically reshaping existing supply
chains. His international Sales and Marketing
experience, particularly his skills and personal
network built up over years of global business
development assist SDL in bringing our Déjar and
Bremy products to markets outside of New Zealand.
Explanatory Note 2 – Auditor’s Remuneration
Grant Thornton is automatically reappointed as the
auditor of the Company under section 207T of the
Companies Act 1993. This resolution authorises the
Board to fix the fees and expenses of the auditor.
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