Wellington Drive Notice of 2019 Annual Meeting

®
is a registered Trade Mark of Wellington Drive TechnologiesWT9182
Wellington Drive Technologies Ltd
P:+64 9 477 4500E:info@wdtl.com
21 ArrenwayDrive, Rosedale, Auckland 0632
PO Box 302-533 North Harbour, Auckland 0751, New Zealand
www.wdtl.com
WTxxxx
Notice of Annual Meeting of Shareholders
Notice is hereby given that the 2019Annual Meeting of shareholders of Wellington Drive Technologies Limited
(the “Company”) will be held at the registered office of the Company, 21 Arrenway Drive, North Harbour,
Auckland, onThursday, 30 May 2019commencing at 3.00 p.m.
Business to be Conducted
(a)Chairman’s introduction
(b)Addresses from the Chairman and Chief Executive Officer
(c)Shareholder discussion
(d)Resolutions
To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:
Resolution 1-Re-election of Director
To re-electLisbeth Jacobsasa director of the Company
Note:Lisbeth Jacobs,in accordance with the constitution of Wellingtonand NZX Main Board Listing Rule 3.3.11, retires by
rotation and, being eligible, offers herself for re-election as a directorofWellington. A profile of Ms Jacobsisincluded on the
following page. The Board has determined that Ms Jacobsis anindependent director.
Resolution2-Election of Directors
(a)To elect John Scott asa director of Wellington.
(b)To elect Keith Oliver as adirector of Wellington.
Note:Both Mr Scott and Mr Oliver were appointed by the Board as directors of the Company earlier this year.Under the
Company’s constitution and NZX Main Board Listing Rule 3.3.6, they hold office until the Annual Meeting, and,being eligible,
offer themselves for election by shareholders.A profile of MrScott and Mr Oliverisincluded on the following pages. The Board
has determined that MrScott and Mr Oliver arebothindependent directors.The election of each director will be voted on
separately.

WT9182
2
Resolution3–Increase inDirectors Fees
Toauthorise an increase in the total amount of remuneration payable to non-executivedirectors from
$200,000 to $400,000, tobe paid and allocated to non-executivedirectors as the Board considers
appropriate.
Note:Further details on this resolution are provided on pages3to 5of this Notice.
Resolution4-Auditor’s Remuneration
To authorise the directors of the Company tofix the remuneration of the auditor for the ensuing year.
Note: PricewaterhouseCoopers is the existing auditor of the Company and is automatically re-appointed by virtue of section
207T of the New Zealand Companies Act 1993. The proposed ordinary resolution is required to authorise the directors of the
Company to fix theauditor’sremuneration for the purposes of section 207S of the New Zealand Companies Act 1993.
By Order of the Board
............................
R. N. Jackson
Secretary, Auckland
6May2019
Profilesof DirectorSeekingRe-electionorElection
Dr Lisbeth Jacobs-Independent Director
Non-executive
Appointed May 2013.
Dr Jacobs, a native of Belgium, holds a PhD in Materials Engineering from the University
of Auckland and a Master of Science in Materials Engineering from the Katholieke
Universiteit Leuven, Belgium, where she also completed a post-graduate degreein
business studies.Dr Jacobs has completed the Executive General Management
programme at CEDEP-INSEAD, France.Dr Jacobs is currently Executive Director
International at UniServices, a wholly owned subsidiary of the University of Auckland. In
this role Dr Jacobs isresponsible for all activities that the University of Auckland undertakes outside of New Zealand.
She is a member of the Board of Energia Potior, a joint venture between UniServices and Yunca, whichdelivers
technology solutions to the global aluminium industry.Dr Jacobs is chairwoman and legal representativeof the
University of Auckland Innovation Institute China in Hangzhou, China, a wholly foreign-owned entityoperating as
the newly established commercialisation and innovation branch of UniServices.Before taking upher current role,
Dr Jacobs was director of strategy and development at The Icehouse, following a 13-year careerwith global
corporate Bekaert, a world market and technology leader in steel wire and steel cord products andapplications.Dr
Jacobs held a range of positions at Bekaert including business development, strategy, mergersand acquisitions and
research and development management, both in Belgium and China. Dr Jacobs is HonoraryConsul of Belgium
since August 2013.

WT9182
3
Mr John Scott-Independent Director
Non-executive
Appointed February 2019.
Mr Scott iscurrently executive vice president,product management vice president and a
member of the corporate executive committee for Navico, a specialist electronics
company and a world leader in marine electronics for the recreational market. He is
concurrently chief operating officer, Asia Pacific region for Navico. Previous roles include
global marketing, global operations and global product management roles with Navico,
Brunswick Navman, plus business development engineering and project engineering
roles with Ericsson/Volex (communications). He graduated from University of Auckland in 1997 with a Bachelor of
Engineering, majoring in mechanical engineering. Mr Scott has 20 years of global experience in managing large
multi-site supply chain operations, includingdesign, technical support, procurement and delivery, with global pricing,
maintenance and margin responsibility. He has been actively involved in multiple acquisition events and fundraising
activities. He has an in-depth knowledge of the rapidly developing dynamics of global electronics supply, big data
and IoT growth opportunities, and experience of Asia, European and North American markets.
Mr Keith Oliver-Independent Director
Non-executive
Appointed March 2019.
Mr Oliver was appointed director at Wellington in March 2019. He is also an independent
director at Rakon Limited, Chairman of Blackhawk Tracking Limited, and Chairman of
Healthvision (New Zealand) Limited. He has worked for more than 20 years’ in CEO,
director and chairman roles, and has extensive experience expanding technology
businesses in USA, South America, Europe,Asia and Australia. Mr Oliver was Chairman
of Actronic Technologies for 10 years, and Chairman of Compac Sorting Equipment
Limited, where he also held leadership and board director roles. Mr Oliver has crown company governance
experience in science and health, having worked as a director of New Zealand’s Institute of Environmental Science
and Research Limited (ESR). Prior to his governance roles, Mr Oliver had a 20-year career in telecommunications,
broadcasting, strategic planning and private equity investment in New Zealand, Australia, and Europe.
Resolution 3–Increase in Directors Fees
Resolution3is put to shareholders in accordance with NZX Main Board Listing Rule 3.5.1, and expresses the
directors’ remuneration as a monetary sum, payable to all non-executivedirectors taken together per annum.
Wellington’spolicy is to offer competitivedirector fees to attract and retain the highest qualitydirectors, with
the appropriate skills, experience and diversity.
Wellington’s currenttotal pool of directors’ remuneration of $200,000 was approved by shareholders in 2006.
The company israpidlyevolvingfrom asupplier of energy efficient electricmotorstoa global supplier of
controllers that utilise technologies that connect customers to their point-of-sale refrigeration equipment and
alsoofproducts and solutions thatconnectcustomersdirectly toconsumers. This includes adoption of Internet
of Things (IoT) connectivitysolutions, embedded software and associated products.
In 2018 Mr Tony Nowell,who has been a director of Wellington since March 2010 (and Chairman since
December 2010),stated his intention to retirefrom the Board. The Company commissioned Propero to assist
in both finding new directors andindetermining appropriatedirector feesforrecommendationto shareholders.
Properoare an independent consulting organisationwhichspecialisesinboardevaluation, director search and

WT9182
4
selection and advisory services.The Company was pleased to confirm the appointmentsof Mr John Scott
and Mr Keith Oliverto the Boardearlier this year.
Propero examined market data on directors’ fees notingWellington’sexisting fees rank:
In reviewingdirectors’ remuneration, the Boardconsidered Propero’s report andhas also considered the
current andrequiredskills, performance and experience ofdirectors, the additional time and effortrequired
from Committee Chairs, the level of responsibility relative to other roles, and the relevant responsibilities for
different roles.
The Boardnotesthatitscomposition islargely NZ-based directors (Mr McMahon resides in Australia) and
considersthe broadening scope of international activities means that international directors, particularly with
skills and contacts in the Fast Moving Consumer Goodsand IoT sectors, may be helpful to future expansion.
Taking the above into account, the Board recommends that the total annual remuneration“pool”available to
be paid to all non-executive Directors taken together, per annum, be increased by $200,000, from $200,000
to $400,000.The proposed feetotal pool will allow the Board flexibility to appoint additional directorswith
appropriateinternational and sector skills.
The Board currently intends to allocate the aggregate pool ofdirectors’ fees to the non-executivedirectors
based on their responsibilities, as set out below:
RoleCurrent feesProposed fees
Chairman$50,000$70,000
Non-executive Director$30,000$45,000
Committee chairsNil$5,000
Total cost based on five directors, per annum$170,000$265,000
The Board believes these feesare fair and reasonable to the Company and to shareholdersand all increases
would apply, if approved, from 1 June 2019onwards.The proposed feeallocationswillmeanWellington’s
directorsfeeswill bearoundthe lower percentileof Propero’sanalysis for other NZX listed companies and IT
organisationsandwillmove Wellington to the 50
th
–75
th
percentilefor companies with similar turnover and
similar numbers of employees.
Data Source
Percentile
ChairFee
Percentile
NED Base Fee
Type of Organisation:Private Sector Organisation–
Listed NZX
< 25
th
<25
th
Industry:IT / Tech< 25
th
< 25
th
Annual Turnover ($NZ million):50.1m–100m<25
th
25
th
–50
th
Number of Employees:51-15025
th
–50
th
25
th
–50
th

WT9182
5
While it is not proposed to review the above allocations for three years, the Board reserves the right at its
discretion to make changes ifrequired in order to attract, and retain, directors with the requisite skills and
experience as the business evolves and grows.
Pursuant to NZX Main Board Listing Rule 9.3.1 each director of Wellington and their respective associated
persons (as defined inthe NZX Main Board Listing Rules) are disqualified from voting on resolution 3.
However, a disqualified person who is appointed as a proxy for a person who is entitled to vote may vote in
accordance with the express instructions of thatperson butmay notexercise a discretionary vote where
instructions are not given.
Important Notes
Requisite Majority
Each of the Resolutions is an ordinary resolution. An ordinary resolution requires the approval of a simple majority of votes
of those Shareholders entitled to vote and voting (in person, by proxy or by postal vote) in order for it to be passed.
Each Resolution is a separate resolution to be voted on separately by Shareholders. Accordingly, each Resolution may
be approved regardless of the outcome of the vote on any other resolution.
Determining entitlement to vote
The persons (or their proxies or representatives) who will be entitled to vote on the Resolutions at the Meeting are those
persons who are shareholders at 5.00pm onTuesday28May 2019, and only the shares registered in those shareholders’
names on that date may be voted at the meeting.
Proxies and corporate representatives
Shareholders entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on their behalf. A proxy
need not be a Shareholder. For example, shareholders may appoint the Chairman of the Board or another person (such
as the chairman of the meeting) to act as their proxy. It is intended that the Chairman of the Board be the Chairman of the
Meeting. The Chairman has advised that it is his intention to cast discretionary proxy votes held by the “Chairman of the
Meeting” in favour of each of the resolutions.
If additional matters are raised during the course of the Annual Meeting which require a shareholder vote, your proxy will
be entitled to vote on these additional matters as he or she thinks fit.
Shareholders may revoke their proxies by giving written notice of revocation to the Company in the manner set out below
no later than 3.00pm onTuesday28May 2019.
Postal voting
Shareholders entitled to attend and vote at the Meeting may cast a postal vote instead of attending in person or appointing
a proxy to attend. Wellington’s Company Secretary has been authorised by the Board of Wellington to receive and count
postal votes at the Meeting.
Return of Voting and Proxy Form
A Voting and Proxy Form accompanies this Notice of Meeting.
If a Shareholder wishes to appoint a proxy or (in the case of a corporate Shareholder), a representative or cast a postal
vote, the Voting and Proxy Form must be received by Wellington no laterthan 3.00pm onTuesday28May 2019. The
addresses for this purpose are as follows:
Attending and Voting in Person
You should bring the enclosed Proxy/Voting Form to the meeting and hand the Attendance Slip at the end of the
Proxy/Voting Form to the shareregistrar at the entrance to the Meeting.

WT9182
6
If you plan to attend the Meeting, please call Wellington (Jane McMinn) on (09) 477-4500 and advise
the numbers attending. Alternatively, you may email Wellington oninfo@wdtl.com