Notice of Annual Shareholders Meeting
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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