Notice of Annual Meeting of Shareholders 2019

AFT Pharmaceuticals Limited, Level 1, 129 Hurstmere Road, Takapuna, Auckland 0622, New Zealand
Incorporated in New Zealand ARBN 609 017 969


Notice of Annual Meeting of Shareholders 2019


Notice is hereby given that the Annual Meeting of shareholders of AFT Pharmaceuticals Limited (AFT or
the Company) will be held at the Milford Cruising Club, 24 Craig Road, Milford, Auckland, New Zealand,
on Friday 2 August 2019 commencing at 10.30am (New Zealand time).

Agenda

A Addresses

Our Chair, David Flacks, and our Founder and Chief Executive Officer, Hartley Atkinson, will provide
an overview of the Company’s performance for the year ended 31 March 2019. There will also be
an opportunity for shareholders to ask questions.

B Resolutions

Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions:

1. That the directors are authorised to fix the fees and expenses of Deloitte as
auditor for the 2020 financial year.
2. That Dr Hartley Atkinson be re-elected as a director of AFT Pharmaceuticals Limited.
3. That Mr Jon Lamb be re-elected as a director of AFT Pharmaceuticals Limited.
4. That Dr John Douglas Wilson be re-elected as a director of AFT Pharmaceuticals Limited.

Resolutions 1 - 4 are ordinary resolutions and must be approved by a simple majority of the
votes of those shareholders entitled to vote and voting on the resolutions.

Shareholders will be asked to consider, and if thought fit, pass the following special resolution:

5. That the existing constitution of the Company is revoked, and the constitution tabled at the
meeting, and referred to in the explanatory notes, is adopted as the constitution of the
Company.

Resolution 5 is a special resolution and must be approved by a majority of 75% of the votes of
those shareholders entitled to vote and voting on the resolution.

See explanatory notes on each of these resolutions below. No shareholder is restricted from voting
on resolutions 1 to 5.

The Board recommends unanimously that you vote in favour of all resolutions.


C General Business

To consider any other matter that may be brought properly before the Annual Meeting.


By Order of the AFT Pharmaceuticals Limited Board





David Flacks
Chairman

3 July 2019

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Explanatory Notes


Resolution 1: Auditor’s Remuneration
Deloitte is automatically reappointed auditor of
the Company at the Annual Meeting pursuant
to section 207(T)(1) of the Companies Act 1993.
The resolution sought is to authorise the directors
to fix the remuneration of the auditor pursuant
to section 207(S)(a) of the Companies Act 1993.
Resolution 2: Re-election of Dr Hartley Atkinson
as a Director
Hartley holds a doctorate in Pharmacology, a
Masters in Pharmaceutical Chemistry with
distinction, and a Degree in Pharmacy, all from
the University of Otago. Hartley was appointed
as an executive director by the shareholders of
AFT on 4 September 1997. In accordance with
the applicable NZX listing rules, Hartley retires by
rotation and offers himself for re-election as an
executive director of AFT at the meeting. The
Board unanimously supports Hartley's re-
election and considers Hartley to be a non-
independent director as he is an executive
officer and majority shareholder of AFT.

Dr Hartley Atkinson
Founder, Executive Director and Chief Executive
Officer
Hartley founded AFT in 1997. Before founding
AFT, Hartley worked at Swiss multinational
pharmaceutical company, Roche, for eight
years where he held positions as Sales &
Marketing Director, Medical Director, Product
Manager and Medical Manager. Prior to his
work at Roche, Hartley was a Drug Information
Pharmacist and Researcher at the Department
of Clinical Pharmacology, Christchurch Hospital.
Hartley is the current Chief Executive Officer
and a major shareholder of AFT.

Resolution 3: Re-election of Mr Jon Lamb as
a Director
Jon was appointed as a director by the
shareholders of AFT on 4 September 2012, and
was last re-elected in 2016. In accordance with
the applicable NZX listing rules, Jon retires by
rotation and offers himself for re-election as a
director of AFT at the meeting. The Board
unanimously supports Jon’s re-election and
considers Jon to be an independent director.


Jon Lamb
Independent Director
Jon has led the strategic planning, marketing and
restructuring of various companies throughout his
career. He has held various roles at Beecham (a
multinational pharmaceutical company that would
later merge with a predecessor company to
GlaxoSmithKline) including CEO in New Zealand and
Marketing Manager in both Australia and South
Africa. He has also held roles as Chief Executive
Officer of Nylex in New Zealand, Managing Director
within the Rural Division of Fletcher Challenge,
Director of Southland Frozen Meats and Marketing
Director of the New Zealand Kiwifruit Marketing
Board (where he was responsible for creating the
Zespri brand of kiwifruit, and restructuring Zespri into
a retail focussed operation).
More recently, Jon was a Director of Virionyx, a New
Zealand company that developed an antiviral drug
designed to combat AIDS. He was Deputy Chair of
Australian diagnostic company ATF Group that
developed a real time tool for measuring the
Hepatitis B virus in individual patients. He currently is
working with two IT companies and is doing
consulting work for a waste management company.
He is also Chair of a chemical company that is listed
on the ASX.
Jon has been involved with AFT since 2004, firstly as a
consultant, and then in his current capacity as a
director. Jon is a Member of the Institute of Directors
and has a Diploma from the Marketing Institute of the
UK (now the Chartered Institute of Marketing). Jon
has recently completed a five day company
directors course with Australian Institute of Company
Directors in Brisbane.


Resolution 4: Re-election of Dr John Douglas
(Doug) Wilson as a Director
Doug was appointed as a director by the
shareholders of AFT on 4 September 2012, and was
last re-elected in 2016. In accordance with the
applicable NZX listing rules, Doug retires by rotation
and offers himself for re-election as a director of AFT
at the meeting. The Board unanimously supports
Doug’s re-election and considers Doug to be an
independent director.

Doug Wilson
Independent Director
Doug was an Associate Professor at the Auckland
Medical School before taking a role as Senior Vice

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President and Head of Medicine and
Regulatory Affairs in the US for German drug
company Boehringer Ingelheim
Pharmaceuticals. He then carried these same
responsibilities to Boehringer’s worldwide
medical research group in Germany,
overseeing all research and drug development
programmes. He supervised sixteen drugs to the
US market through FDA and many others into
global markets. Since his return to New Zealand,
Doug has been a consultant to pharmaceutical
and biotech companies in New Zealand,
Australia, Italy, the UK, Ireland and New York. He
has been a director of Neuren Pharmaceuticals,
of a drug discovery company Phylogica in Perth
Australia, and of Adherium - a medical device
company. He is currently Chief Medical Officer
of Ferghana Partners, an investment bank in the
health care space in New York and London.
Doug has a medical degree from New Zealand,
is a Fellow of the Royal Australian College of
Physicians, a Fellow of the College of
Pathologists of Australia and has a PhD from the
University of London.

Resolution 5: Amendment of Constitution
On 1 January 2019, NZX introduced new Listing
Rules (the “New Rules”). Each listed company is
entitled to select a time between 1 January and
1 July 2019 at which it will transition to be
governed by the New Rules, rather than by the
rules previously in force (the “Previous Rules”).
AFT elected to transition to the New Rules on 1
April 2019.
To comply with the New Rules, AFT needs to
amend its constitution. An amended
constitution has been prepared. A copy,
marked to show the changes from the existing
constitution, is available on AFT’s website at
investors.aftpharm.com/investors
or may be
obtained on request to Malcolm Tubby at Level
1, 129 Hurstmere Road, Takapuna, Auckland,
0622, Phone +64 9 488 0232.
A summary of the significant changes to the
constitution is set out below. In principle, the
changes proposed are limited to those required
to comply with the New Rules. Reference to
clause numbers below are references to clause
numbers in the constitution as proposed to be
amended.



Summary of significant changes:
Directors
The rules requiring regular retirement and re-election
of directors have been changed as follows:

• Under the Previous Rules, one third of the
directors, or the number nearest one third,
must retire at the annual meeting in each
year, and are eligible for re-election. The
directors to retire are those who have been
longest in office.
• Under the New 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 Rules provided that executive
directors were not required to retire by rotation.
That exception has been removed. The
requirement that the term of appointment of
an executive director not exceed five years has
also been removed.
The constitution has been amended to reflect
these changes made by the New Rules (clauses
24.6 and 26).
Voting at Meetings
The New Rules require that all voting at
shareholders’ meetings must be conducted by
way of a poll. A provision has been added to
the constitution that the chairperson of a
shareholders’ meeting will always require a poll
to be conducted (clause 21.2).
Election of Directors
The New Rules require that each resolution to
elect a director must be for the election of one
director only. The constitution has been
amended to reflect that (clause 24.9).
Other Changes
Changes to the definitions in the constitution,
and various other less significant wording
changes, have been made to reflect the
provisions of the New Rules, and also schedule
1 of the Companies Act 1993.
Under the Companies Act 1993, the proposed
amendments must be approved by a special
resolution of shareholders. As the 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.

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Important Information



Attendance at Meeting
All shareholders registered on the Company’s
share register at the date of the meeting are
entitled to attend and vote at the meeting.
Voting and Proxies
Voting at the meeting shall be by way of a poll
of the Company's shareholders entitled to vote
and voting.
A shareholder entitled to attend and vote at
the meeting can appoint a proxy to attend and
vote on their behalf. A proxy need not be a
shareholder. The chair of the meeting may be
appointed to act as proxy.
If the chair of the meeting is appointed to act
as proxy and is not directed how to vote, the
chair will vote in favour of all the resolutions.
If you do not name a person as your proxy or
your named proxy does not attend the
meeting, the Chairman will be appointed your
proxy and may only vote in accordance with
your express direction.
A shareholder wishing to appoint a proxy can
do so by visiting
www.investorvote.co.nz.
Holders will be required to enter their
CSN/Holder Number and postcode or country
of residence to complete the online
appointment.
Alternatively, shareholders can appoint a proxy
by completing the enclosed proxy form and
returning it to Computershare Investor Services
Limited by any of the methods specified on the
proxy form.
The proxy form must be received no later than
10.30am on Wednesday 31 July 2019 (being 48
hours prior to the meeting).




Webcast

The Annual Meeting will be webcast live. To view
and listen to the webcast, please visit
http://www.openbriefing.com/OB/3340.aspx
Note that shareholders joining by webcast will
not be able to vote at the meeting or ask
questions. In order to vote you will need to
appoint a proxy in accordance with the above
instructions before 10.30am on Wednesday 31
July 2019.

If you have any questions you would like
considered at the meeting, please send them to
investor.relations@aftpharm.com
in advance of
the meeting.
More Information
If you have any questions, or for more
information, please contact AFT’s Company
Secretary, at investor.relations@aftpharm.com

---

Annual Meeting of Shareholders of AFT Pharmaceuticals Limited
Milford Cruising Club, 24 Craig Road, Milford, Auckland on Friday, 2 August 2019 at 10:30am (New Zealand Time)
Go online to lodge your proxy or turn over to complete the form.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with AFT Pharmaceuticals Limited
(AFT)) and a signed certificate of non-revocation of the power of attorney must
be produced to AFT with this Proxy Form.
Companies
This Proxy form should be signed by a duly authorised officer or attorney.
Persons who sign on behalf of a company must be acting with the company’s
express or implied authority.
Comments & Questions
If you have any comments or questions for AFT, please write them on a
separate sheet of paper and return with this form.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of the director in the space allocated in ‘Step 1’of
this form. If you do not name a person as your proxy or your named proxy does
not attend the meeting, the Chairman will be your proxy and may only vote in
accordance with your express direction.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box or if you tick the “Proxy Discretion” box
your proxy may vote as they choose. The Chairman and the directors intend to
vote all discretionary proxies in favour of the relevant resolutions. If you mark
more than one box on an item your vote will be invalid on that item.
No shareholder is restricted from voting on resolutions 1 to 5.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you may need to provide
evidence of your authorisation to act prior to admission.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10:30am ( New Zealand time) Wednesday 31 July 2019
SAMPLE ONLY

ATTENDANCE SLIP
Annual Meeting of AFT Pharmaceuticals Limited to be held at
the Milford Cruising Club, 24 Craig Road, Milford, Auckland, NZ
on Friday, 2 August 2019 at 10:30am (New Zealand time)
Proxy
Discretion
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appoint
*
of
or failing him/her
of
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of AFT Pharmaceuticals
Limited to be held at the Milford Cruising Club, 24 Craig Road, Milford, Auckland, NZ on Friday, 2 August 2019 at 10:30am (New Zealand time), and to vote as my/
our proxy thinks fit (to the extent permitted by law and relevant listing rules) on any resolutions to amend any of the resolutions, or any resolution so amended and on any
other resolution proposed at the Annual Meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible.
* If you do not name a person as your proxy or your named proxy does not attend the meeting, the Chairman will be appointed your proxy and may only vote in
accordance with your express direction.
I/We being a securityholder/s of
AFT Pharmaceuticals Limited
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your
votes will not be counted in computing the required majority.
Ordinary Resolutions
For
Against
Abstain
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Item 1
That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the 2020 financial year.
Item 2
That Dr Hartley Atkinson be re-elected as a director of AFT Pharmaceuticals Limited.
Item 3
That Mr Jon Lamb be re-elected as a director of AFT Pharmaceuticals Limited.
Item 4
That Dr John Douglas Wilson be re-elected as a director of AFT Pharmaceuticals Limited.
Special Resolution
Item 5
That the existing constitution of the Company is revoked, and the constitution tabled at the meeting,
and referred to in the explanatory notes that accompany the Notice of Annual Meeting, is adopted as the
constitution of the Company.
SAMPLE ONLY