Pacific Edge Limited logo

Notice of Annual Shareholders Meeting

AGM5 July 2020PEBHealthcare

To be held online at
http://www.virtualmeeting.co.nz/peb2020

Wednesday 5 August 2020

Commencing at 3.00pm

NOTICE OF

2020 ANNUAL

SHAREHOLDERS’

MEETING

Dear Shareholder

Pacific Edge Limited invites you to join us at

our Annual Shareholders’ Meeting.

This year, like many companies, we are

taking the prudent step to hold our Annual

Meeting online only. The key reason for this

is the continuing uncertainty of the Covid-19

environment.

A number of our Directors are based overseas

and are unable to attend in person, and

many shareholders remain reluctant to travel

in these current times. We have had positive

feedback from shareholders previously on the

ability for them to participate in the Annual

Meeting online, and are confident we can

maintain engagement with our shareholders

through the virtual platform.

The Meeting will provide an opportunity

to hear about our progress, discuss any

questions you may have about our Company

and its performance and vote on resolutions.

Included in this Notice of Meeting are details

on how to ask questions of the Company and

how to have your say by voting on resolutions.

If you cannot attend, we encourage you

to complete and lodge the proxy form in

accordance with the instructions on the back

of that form.

Important Dates and Times

Latest time for receipt of postal votes, proxy

forms and questions: 3.00pm on Monday

3 August 2020

Time for determining voting entitlement at

the Meeting: 3.00pm on Monday 3 August

2020

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING
Notice is hereby given that the 2020 Annual Shareholders’ Meeting of Pacific Edge Limited will

be held online at http://www.virtualmeeting.co.nz/peb2020 on Wednesday 5 August 2020,

commencing at 3.00pm.

AGENDA

1. Chairman and CEO Presentations

2. Shareholder Discussion

3. Resolutions

To consider, and if thought fit, pass the following Resolutions:

Resolution 1: That Bryan Williams, who retires by rotation and is eligible for re-election,

be re-elected as a Director of the Company.

Resolution 2: That David Darling, who retires by rotation and is eligible for re-election,

be re-elected as a Director of the Company.

Resolution 3: 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.

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.

A copy of the Meeting presentations will be available to view on the Company’s website

www.pacificedgedx.com.

We look forward to seeing you at the Meeting.

By Order of the Board of Directors

Chris Gallaher

Chairman

6 July 2020

EXPLANATORY NOTES
In these explanatory notes, references to “Listing

Rules” are to the NZX Listing Rules.

Resolutions 1 to 3 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.

ROTATION OF DIRECTORS

The Listing Rules provide 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.

Accordingly, Bryan Williams and David Darling both

retire by rotation and, being eligible, have offered

themselves for re-election.

Both Bryan and David have extensive knowledge and

an in depth understanding of Pacific Edge, its strategy

and the market it operates in. They are valuable

members of the Board and the Board unanimously

supports their re-election.

RESOLUTION 1:

RE-ELECTION OF BRYAN WILLIAMS AS A

DIRECTOR

APPOINTED: 1 June 2013

BOARD RESPONSIBILITIES: Member of the Audit

& Risk Committee, Nomination Committee and Chair

of the Remuneration Committee

Bryan is an internationally recognised cancer researcher

and research administrator, with significant business

experience. He has held a number of governance roles,

including with a NASDAQ listed biotech company.

Bryan was a Director of Cancer Trials Australia,

Director of the Monash Institute of Medical Research,

and Director and CEO of the Hudson Institute of

Medical Research. He is currently Emeritus Director

and Distinguished Scientist at the Hudson Institute

in Melbourne. He has a BSc (Hons) and PhD in

Microbiology from the University of Otago.

The Board has determined that Bryan Williams is an

Independent Director for the purposes of the Listing

Rules and supports his re-election as Director.

RESOLUTION 2:

RE-ELECTION OF DAVID DARLING AS A DIRECTOR

APPOINTED: 21 August 2014

BOARD RESPONSIBILITIES: Member of the

Remuneration Committee and the Capital Committee

Dave has over 30 years’ business experience in life

sciences and biotechnology and was appointed

to the Board in July 2014. In his capacity as Chief

Executive Officer he has led Pacific Edge and

overseen its commercialisation, international growth,

and the achievement of significant milestones that

support the company’s long term success. Dave has

significant executive and leadership experience in

the development and international commercialisation

of biomedical and biotechnology businesses and

products, and has previously held a number of

positions in governance, executive and senior

management.

The Board has determined that David Darling is not an

Independent Director for the purposes of the Listing

Rules and supports his re-election as Director.

RESOLUTION 3:

AUDITOR’S REMUNERATION

Pursuant to section 207T of the Companies Act 1993,

PricewaterhouseCoopers is automatically re-appointed

at the Meeting as auditor of the Company. Resolution

3 authorises the Board to fix the remuneration of

PricewaterhouseCoopers as the Company’s auditor.

IMPORTANT INFORMATION

VIRTUAL ANNUAL MEETING

Shareholders will only be able to attend and participate

in the Meeting virtually via an online platform provided

by Pacific Edge’s share registrar, Link Market Services at

http://www.virtualmeeting.co.nz/peb2020.

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 https://bcast.linkinvestorservices.co.nz/generic/

docs/OnlinePortalGuide.pdf

VOTING
The only persons entitled to vote at the Meeting

are registered shareholders (or their proxies or

representatives) as at 3.00pm on Monday 3 August

2020. Only the shares registered in those shareholders’

names at that time may be voted at the Meeting.

Voting can be done in three ways: 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 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.

Either of the joint holders of a share may 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 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 3 August 2020. 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 3 August 2020) 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.

SHAREHOLDER QUESTIONS

Pacific Edge offers the facility for shareholders to

submit questions to the Board in advance of the

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. There will also be the opportunity

for shareholders to ask questions online during the

Meeting.

Please submit questions by completing the section on

the Proxy Form or online, or by email to investors@

pacificedge.co.nz by 3.00pm on Monday 3 August

2020. Please write ‘Questions from Shareholders’ in the

subject line of the email.

PRESENTATIONS AND PACIFIC EDGE

FY20 ANNUAL REPORT

The Meeting presentations and voting results will be

released to the NZX and published on the Company

website at www.pacificedgedx.com/investors/

shareholder-meetings/. A copy of Pacific Edge’s latest

Annual Report is publicly available, and copies of future

Shareholder Reports will be available, on the company

website at https://www.pacificedgedx.com/investors/

investor-center/. You may, at any time, request a free

copy of the most recent and future Annual Reports. If

you wish to do so, please update your communication

preferences by visiting the Link Investor Centre at

www.linkmarketservices.co.nz. Alternatively,

your request can be emailed to operations@

linkmarketservices.co.nz (Please use “PEB Report” as

the subject line for easy identification) or by contacting

Link using the phone details set out in this letter.

---

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 2020 ANNUAL SHAREHOLDERS' MEETING

The Annual Meeting of Pacific Edge Limited (“Pacific Edge”) will be held on Wednesday 5 August 2020 at 3:00pm online at

www.virtualmeeting.co.nz/peb2020 via the Link Market Services Virtual Annual Meeting platform. This year, like many companies, we

are taking the prudent step to hold our Annual Shareholders’ Meeting online only. The key reason for this is the continuing uncertainty

of the Covid-19 environment.


If you propose NOT to attend the Annual Meeting online 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 3 August 2020 (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 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

The 2020 Annual Meeting will be held online only and

shareholders can attend at www.virtualmeeting.co.nz/peb2020.


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.


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 ________________________________________

(e-mail address)


or failing him/her ____________________________________ of ________________________________________

(e-mail address)

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, virtually at 3:00pm on

Wednesday 5 August 2020, 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 Bryan Williams, who retires by rotation and is eligible for re-

election, be re-elected as a Director of the Company.


2. That David Darling, who retires by rotation and is eligible for re-

election, be re-elected as a Director of the Company.


3. 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.








STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting (via the virtual annual meeting) will have the opportunity to ask questions during the

meeting. If you cannot attend 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 Monday 3

August 2020. The Board will address and answer questions at the Annual Meeting.










STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed


Shareholder 1 Shareholder 2 Shareholder 3


or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name _________________________________ Contact Daytime Telephone _______________________ Date ____________

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor

communications 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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