Notice of Annual Shareholders Meeting
Dear Shareholder
We are pleased to invite you to attend the Pacific Edge Annual Shareholders’ Meeting in Dunedin
on Wednesday 31 July 2019, 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. Details on how to attend online are
enclosed, under Important Information.
There are six resolutions being put forward for shareholders’ consideration at this year’s Meeting.
The first four resolutions address the re-election and election of Directors. David Levison and Chris
Gallaher both retire by rotation and have both offered themselves for re-election. Sarah Park and
John Duncan were both appointed by the Board during the year and therefore cease to hold office
from the commencement of the Meeting. Both Sarah and John have put themselves forward for
election by shareholders. All four Directors provide valuable expertise, skills and expertise to Pacific
Edge and the Board unanimously supports their appointments.
Resolution five is to authorise the Directors to fix the auditors’ remuneration for the upcoming year.
The final resolution is a special resolution for shareholders to approve changes to the Company’s
Constitution to ensure compliance with the new NZX Listing Rules which were introduced in January
2019. The Company automatically transitioned to the new Listing Rules with effect from 1 July 2019.
The Board and management are committed to realising the potential of our Company. The USA
offers a market opportunity of around US$1.2 billion and South East Asia could easily be of a similar
size over the long term. We are now seeing the benefits of our long term strategy with Cxbladder
replacing the existing gold standards and being included in guidelines.
I look forward to providing a further update at our Annual Meeting.
Sincerely
Chris Gallaher
Chairman
ANNUAL
MEETING
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING
Notice is hereby given that the 2019 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/peb2019 on Wednesday 31 July 2019, 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 Resolutions:
Resolution 1: That Chris Gallaher, who retires by rotation and is eligible for re-election,
be re-elected as a Director of the Company.
Resolution 2: That David Levison, who retires by rotation and is eligible for re-election,
be re-elected as a Director of the Company.
Resolution 3: That Sarah Park, who was appointed as a Director by the Board during
the year, be elected as a Director of the Company.
Resolution 4: That John Duncan, who was appointed as a Director by the Board during
the year, be elected as a Director of the Company.
Resolution 5: 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 6: That the Company revoke its existing Constitution and adopt a new
Constitution in the form and manner described in the Explanatory Notes, with effect
from the close of the Annual Meeting.
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
2 July 2018
EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Main Board Listing Rules.
Resolutions 1 to 5 are Ordinary Resolutions and require approval by a simple majority (greater than 50%) of the votes
of those shareholders entitled to vote and voting on the resolution. Resolution 6 is a Special Resolution and therefore
requires approval by 75% of the votes of those shareholders entitled to vote and voting on the resolution.
ROTATION OF DIRECTORS
The Listing Rules require that a Director must not hold office (without re-election) past the third annual meeting after his
or her appointment or re-election, or for three years, whichever is longer. In addition, under clause 22.6 of the existing
Constitution of the Company, at least one third of the Directors or the number nearest to one third, are required to
retire from office at the Annual Meeting each year. The Directors that are required to retire under the Constitution are
those who have been longest in office since they were last elected.
Accordingly, Chris Gallaher and David Levison both retire by rotation and both of them, being eligible, have offered
themselves for re-election.
RESOLUTION 1: RE-ELECTION OF CHRIS GALLAHER AS A DIRECTOR
Chris Gallaher is Chairman of the Pacific Edge Board. He joined the Board in 2016 and was appointed as Chairman in
August 2016. A New Zealand citizen resident in Melbourne, Chris has held senior positions in both CEO and CFO roles
with a number of large international companies and was previously a partner in Arthur Young, Chartered Accountants.
Prior to retiring from full time corporate life, he was CFO of Fulton Hogan, a large NZ resources based civil contractor.
Chris holds a Bachelor of Commerce (BCom) from the University of Otago and is a Chartered Accountant and a member
of the Australian Institute of Company Directors.
RESOLUTION 2: RE-ELECTION OF DAVID LEVISON AS A DIRECTOR
David has spent 25 years in the healthcare industry, working across a range of sectors from pharmaceuticals to services
to diagnostics. He has been the founder and CEO of a number of high growth medical and medical technology
businesses in the USA as well as working in private equity. David received his MBA from Stanford University and
Bachelor of Science (BS) from Williams College.
DIRECTOR ELECTIONS
Pacific Edge regularly reviews its Board membership to ensure that the appropriate skills, capabilities, experience and
knowledge are in place to provide effective oversight of the Company’s strategy and commercial progress. In line with
this, Sarah Park and John Duncan were appointed as Directors by the Board during the year.
Under the Listing Rules and clause 22.10 of the Company’s existing Constitution, any person who is appointed as a
Director by the Board shall hold office until the commencement of the next Annual Meeting, when they will cease to
hold office but shall be eligible for election at that Meeting.
Accordingly, both Sarah Park and John Duncan will both cease to hold office at the commencement of the Meeting
and, being eligible, offer themselves for election by shareholders.
RESOLUTION 3: ELECTION OF SARAH PARK AS A DIRECTOR
Sarah brings international corporate finance experience to Pacific Edge after a professional career with
PricewaterhouseCoopers in New Zealand and HSBC Investment Bank in London. During her executive career,
Sarah has worked in mergers and acquisitions, equity capital markets and equity research. She also had a lead role
in investor relations and venture capital raisings in Asia, the Middle East and Europe for US based biopharmaceutical
companies. Sarah has a degree in Economics from the University of Edinburgh.
RESOLUTION 4: ELECTION OF JOHN DUNCAN AS A DIRECTOR
John is experienced in investment banking and corporate finance, and had a 15 year career with Macquarie Group
including three years as Head of Investment Banking for Macquarie in Japan. He is currently involved in providing
strategy and capital markets advice to a number of private companies as well as managing his own investment portfolio.
He holds a Bachelor of Business Studies from Massey University and is an Associate Chartered Accountant.
RESOLUTION 5: AUDITOR’S 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 5 authorises the Board to fix the remuneration of
PricewaterhouseCoopers as the Company’s auditor.
RESOLUTION 6: REVOCATION OF THE COMPANY’S EXISTING CONSTITUTION AND ADOPTION
OF A NEW CONSTITUTION
On 1 January 2019, NZX Limited introduced new Listing Rules. The Company is required to comply with the updated
Listing Rules from 1 July 2019 and, accordingly, a number of amendments are required to be made to the existing
Constitution of the Company to ensure it complies with the new Listing Rules.
Shareholders are being asked to revoke the existing Constitution and adopt the new Constitution with effect from the
close of the close of the Meeting, by way of Special Resolution.
A summary of the significant changes to the Company’s Constitution is set out below:
DIRECTORSThe rules requiring regular retirement and re-election of
Directors have been changed.
Under the previous Listing Rules, one third of directors, or
the number nearest one third, must retire at the Annual
Meeting in each year, and are eligible for re-election. The
Directors required to retire were those who had been
longest in office. Under the new Listing Rules, a Director
may not hold office, without being re-elected, past the
third Annual Meeting after his or her appointment or re-
election, or for three years, whichever is the longer.
The previous Listing Rules provided that Executive
Directors were not required to retire by rotation, and that
the term of appointment of any Executive Director shall
not exceed five years. These requirements have been
removed.
The Constitution has been amended to reflect these
changes by cross referencing to the requirements set
out in the new Listing Rules and removing the clauses in
respect of Executive Directors.
SALE OF LESS THAN A MINIMUM HOLDINGThe procedure allowing for the sale of share parcels of
less than a minimum holding has been amended so as to
provide for those shares to be sold on market (including
through a broker on behalf of the Company), rather than
through NZX or in some other manner approved by NZX.
The Constitution has been amended to reflect this.
BOARD COMPOSITIONThe Constitution has been amended to include an
express statement that the Company shall comply with
the updated minimum Board composition requirements
of the new Listing Rules.
OTHER CHANGESA number of other changes have been proposed to
the Constitution to reflect the new Listing Rules, and
to simplify the form of the Constitution by removing
unnecessary repetition of provisions of the Companies
Act 1993 and Listing Rules with which the Company must
comply and which would in any event take precedence in
the event of any existing or future inconsistency with the
provisions of the Company’s Constitution.
If any of the provisions of the updated Constitution are inconsistent with the new Listing Rules (as amended by any
waiver or ruling granted to the Company), the new Listing Rules will prevail. A copy of the new Listing Rules is available
at www.nzx.com.
As the proposed amendments to the Constitution do not impose or remove a restriction on the activities of the
Company or affect the rights attaching to shares, the shareholder minority buy-out rights under the Companies Act 1993
do not apply.
A mark-up of the proposed form of new Constitution setting out all of the proposed amendments can be viewed on the
Pacific Edge website at www.pacificedgedx.com/investors/shareholder-meetings/and is also available at the Company’s
Head Office at 87 St David Street, Dunedin.
The Board unanimously recommends shareholders vote in favour of amending the Constitution as set out in the
schedule attached to this notice.
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/peb2019.
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 Monday 29 July 2019. 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; or by participating in the Meeting virtually and voting.
Proxies, Corporate Representatives and Power of Attorney
Any shareholder may appoint another person or persons as proxy to attend, and vote on his or her behalf at the Annual
Meeting. If a shareholder wishes to appoint a proxy to attend and vote in their place, that shareholder should complete
the proxy form which is enclosed with this Notice of Meeting or follow the instructions on the proxy form to lodge a
proxy online. All joint holders of a share must sign the proxy form. A proxy does not have to be a shareholder in the
Company.
The Chairman, the Directors and Chief Executive Officer offer themselves as proxy to shareholders and, if given
discretion, will vote in favour of the resolutions.
A corporation that is a shareholder may appoint a representative to attend the Annual 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.
Proxy forms must be received by Link Market Services no later 3.00pm on Monday 29 July 2019. Proxy forms can be
lodged by:
• Post to PO Box 91976, Auckland 1142
• Fax to +64 09 375 5990
• Email to meetings@linkmarketservices.com
• Lodged online
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 on Monday 29 July 2019) 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 FY19 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 FY19 Annual Report for the year ending 31 March 2019 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.
---
Go online to https://investorcentre.linkmarketservices.co.nz/voting/PEB to vote or
turn over to complete the Postal Vote/Proxy Form
LODGE YOUR PROXY
ONLINE
https://investorcentre.linkmarketservices.co.nz/voting/PEB
SCAN & EMAIL
meetings@linkmarketservices.co.nz
FAX
+64 9 375 5990
MAIL
Use the enclosed pre-addressed envelope or address to:
Link Market Services Limited
PO Box 91976, Auckland 1142 New Zealand
DELIVER IN PERSON
Link Market Services Limited, Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
SCAN THIS QR CODE WITH YOUR SMARTPHONE
AND VOTE ONLINE
GENERAL ENQUIRIES
+64 9 375 5998
enquiries@linkmarketservices.com
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 you do
not name a person as your proxy but have indicated on this form,
how you wish to vote, your vote will be a Postal Vote.
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.
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 may be signed by, or on behalf of, either 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.
PROXY FORM FOR THE 2019 ANNUAL SHAREHOLDERS’ MEETING
The Annual Meeting of Pacific Edge Limited (“Pacific Edge”) will be held on Wednesday 31 July 2019 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 at www.virtualmeeting.co.nz/peb2019.
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 Monday 29 July 2019 (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 / PROXY FORM
STEP 1 CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
STEP 2 ITEMS OF BUSINESS – VOTING INSTRUCTIONS
STEP 3 SHAREHOLDER QUESTIONS
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Security holder 1
Contact Name ______________________________________________________________________
Security holder 2Security holder 3
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 Meeting of Pacific Edge Limited to be held at 3:00pm on Wednesday 31 July 2019
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.
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. You can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/PEB and completing the online
validation process or submit questions by email to Investors@pacificedge.co.nz - please write ‘Questions from Shareholders’ in the subject line of
the email. The Company has the discretion as to which of these questions will be addressed at the Annual Meeting.
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 in the box below:
Ordinary Resolutions
1. That Chris Gallaher, who retires by rotation and is eligible for re-election, be re-elected
as a Director of the Company.
2. That David Levison, who retires by rotation and is eligible for re- election, be re-elected
as a Director of the Company.
3. That Sarah Park, who was appointed as a Director by the Board during the year, be
elected as a Director of the Company.
4. That John Duncan, who was appointed as a Director by the Board during the year, be
elected as a Director of the Company.
5. 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.
Special Resolution
6. That Pacific Edge amend its existing Constitution, in the manner marked up in the
Constitution as presented to shareholders at the Annual Meeting and initialled by a
Director of the Company for the purposes of identification.
Proxy
For Against Discretion Abstain
TICK [✓] IN BOX TO VOTE
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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