Notice of Annual Shareholder Meeting

NOTICE OF
2021 ANNUAL
SHAREHOLDERS’
MEETING
Dear Shareholder
Pacific Edge Limited (Company or Pacific Edge)
invites you to join us at our Annual Shareholders’
Meeting on Thursday 29 July commencing at
3.00pm. This will be held both online and in
person, in Dunedin, to allow as many of our
shareholders as possible to join us.
We made significant and pleasing progress in
the FY21 financial year, despite the challenges of
Covid-19, and you can read about our performance
in our Annual Report, which is available on our
website https://www.pacificedgedx.com/investors/
shareholder-reports/. The Meeting will provide you
with an opportunity to hear about Pacific Edge’s
progress, discuss any questions you may have
about our Company and its performance and vote
on the resolutions that we have tabled with you.
If you elect to attend the Meeting virtually, you
will be able to watch the Meeting live, vote and
ask questions online. Further details on how
to do so are set out in this Notice of Meeting
and the Virtual Annual Meeting Online Portal
Guide, which is available online at https://
bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
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.
We look forward to welcoming you to the Annual
Meeting.
Sincerely
Chris Gallaher
Chairman
Important Dates and Times
Latest time for receipt of proxy forms and
questions: 3.00pm on Tuesday 27 July 2021
Time for determining voting entitlement at the
Meeting: 3.00pm on Tuesday 27 July 2021

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING
Notice is hereby given that the 2021 Annual Shareholders’ Meeting of Pacific Edge Limited
will be held on Thursday 29 July 2021, commencing at 3.00pm.
Venue: Fullwood Room, Dunedin Centre, 1 Harrop Street, Dunedin
Online: www.virtualmeeting.co.nz/peb21
AGENDA
1. Chairman and CEO Presentations
2. Shareholder Discussion
3. Resolutions
To consider, and if thought fit, pass the following Resolutions:
Resolution 1: That Anatole Masfen, who retires by rotation and is eligible for
re-election, be re-elected as a Director of the Company.
Resolution 2: That Anna Stove, who was appointed as a Director by the Board
during the year, be elected as a Director of the Company.
Resolution 3: That Mark Green, who was appointed as a Director by the Board
during the year, be elected as a Director of the Company.
Resolution 4: That pursuant to NZX Main Board Listing Rule 2.11, the maximum
aggregate amount payable to non-executive Directors be increased to $465,000
per annum.
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.
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 in Dunedin 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
30 June 2021

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX 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.
DIRECTOR ELECTIONS AND RE-ELECTION
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.
The Board has identified the skills it believes is important to support the Company’s strategy and continued
momentum. Directors’ capabilities are considered against this skills matrix and the Board believes that the
current Directors offer valuable and complementary skill sets.
Focus for future
Board Appointments
Medicine/Science
Financial Acumen/Risk
Sales/Marketing/Distribution
Legal/Regulatory
Corporate Governance
New Market Development
Capital & Financial Markets
Health, Safety, Sustainability
■ High Capability ■ Moderate Capability
RESOLUTION 1: RE-ELECTION OF ANATOLE MASFEN AS A DIRECTOR
APPOINTED: 1 April 2008
BOARD RESPONSIBILITIES: Independent Director, Audit & Risk Committee, Chair Capital Committee
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,
Anatole Masfen retires by rotation and, being eligible, has offered himself for re-election.
Anatole is the co-founder of Artemis Capital, a private equity investment firm based in Auckland. He sits
on the Board of a number of private and public companies, across a range of industries, and his broad
and significant investment expertise is of value to Pacific Edge. He holds a MCom (Hons) in Finance and
Economics.
Anatole has extensive knowledge and an in-depth understanding of Pacific Edge, its strategy and the market
it operates in. He is a valuable member of the Board and the Board unanimously supports his re-election.
The Board has determined that Anatole Masfen is an Independent Director for the purposes of the Listing
Rules.
DIRECTOR ELECTIONS
Anna Stove and Mark Green were appointed as Directors by the Board during the year in accordance with
claus 20.9 of the constitution of the Company.
Under the Listing Rules and clause 20.9 of the Company’s 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 Anna Stove and Mark Green will both cease to hold office at the commencement of the
Meeting and, being eligible, offer themselves for election by shareholders.

RESOLUTION 2: ELECTION OF ANNA STOVE AS A DIRECTOR
APPOINTED: 15 March 2021
BOARD RESPONSIBILITIES: Independent Director, Remuneration Committee, Nomination Committee
Anna has global executive experience and a successful 25+ year track record in leading and driving
transformational change within the healthcare sector. She has held a number of governance roles with
private and listed organisations and is currently Chair of Global Women New Zealand and a Director of Rua
Bioscience and TAB NZ. Anna was the General Manager of GlaxoSmithKline New Zealand for seven years
and prior to that, held a number of senior roles with multinational science-led healthcare companies across
Europe and Asia. Her extensive international experience in the science and healthcare sectors is of value to
Pacific Edge as the Company continues with its growth strategy.
The Board has determined that Anna Stove is an Independent Director for the purposes of the Listing Rules
and unanimously supports her election.
RESOLUTION 3: ELECTION OF MARK GREEN AS A DIRECTOR
APPOINTED: 10 May 2021
BOARD RESPONSIBILITIES: Independent Director, Audit & Risk Committee, Capital Committee
Mark is an experienced corporate finance professional, with 25 years of experience in the Australasian
capital, corporate and financial markets. He was an Executive Director for Investment Banking at Goldman
Sachs where he worked for nearly 20 years and has been involved in many large prominent New Zealand
transactions including the IPOs of Meridian, Mighty River Power and Vector. Mark is a Director of a number
of entities including being Chair of Astrolab VC Investment Committee and a Director of Mariposa Holdings
(a charitable organisation). Mark’s significant capital markets and corporate finance experience fills a skill set
identified by the Board and he is a strong contributor.
Mark holds a BCom and a LLB from the University of Auckland.
The Board has determined that Mark Green is an Independent Director for the purposes of the Listing Rules
and unanimously supports his election.
RESOLUTION 4: INCREASE IN DIRECTORS’ REMUNERATION
Pacific Edge’s policy is to offer competitive Director fees to attract and retain high quality, appropriately
skilled Directors, who will best add value to the Company. Consistent with this, in the past three years Pacific
Edge has rejuvenated the Board and appointed several new Directors.
An increase in Directors’ remuneration requires shareholder approval by Ordinary Resolution, in accordance
with Listing Rule 2.11. The Board is recommending that total annual remuneration available to be paid to all
non-executive Directors taken together, per annum, is increased to $465,000 per annum. This is below the
level recommended by the independent remuneration experts, Strategic Pay Limited, and is also below the
lower quartile of peer organisations from within the NZX, taking into consideration Market Capitalisation and
organisation dimensions.
The shareholders last approved a total remuneration pool of $302,000 per annum (based on a total of 5
non-executive Directors) at Pacific Edge’s 2018 Annual Shareholder Meeting. Since this time, Pacific Edge
has expanded the size of the Board from five to six non-executive Directors and no longer has a US-based
Director, following David Levison’s appointment as Executive Chairman of Pacifc Edge Diagnostics USA
Limited (PEDUSA), at which time he stepped down from the Board.
On the appointment of the sixth non-executive Director, the total remuneration pool was increased to
$311,000 per annum in accordance with NZX Listing Rule 2.11.3. Listing Rule 2.11.3 permits an issuer to
increase the aggregate amount payable to the Directors to take into account the additional Director without
shareholder approval, provided that amount of the increase must not exceed the amount necessary to
enable the additional Director to be paid the average amount then being paid to each non-executive Director
of the issuer (other than the Chairman).
During the past year, Pacific Edge has entered the S&P/NZX 50 index and achieved a number of significant
commercial milestones which are driving a step up in the delivery of the Company’s global strategy.

Pacific Edge has commissioned Strategic Pay Limited to provide market data and make recommendations
on appropriate Director remuneration levels, taking into consideration other NZX listed companies of similar
size, turnover and market capitalisation, as well as those in a similar sector. The Strategic Pay report also took
into account the operational complexities, risks and phase of growth of Pacific Edge. A summary of Strategic
Pay’s report can be viewed on the Pacific Edge website at www.pacificedgedx.com/investors/shareholder-
meetings.
As part of the Stratregic Pay report, it has been determined that Pacific Edge should introduce a Special
Governance allocation to compensate Directors for additional work over and above their usual Director
duties, which may or may not be utilised in any year, depending on Pacific Edge’s governance requirements.
The Board has considered Strategic Pay’s recommendations, the skills, performance and experience of
Directors and the skills and expertise required to add value as Pacific Edge’s commercial strategy escalates.
Taking this into consideration, combined with the increase in non-executive Directors from five to six, the
Pacific Edge Board is recommending an increase to the total pool for Director remuneration, to a total
maximum aggregate of $465,000.
The Board currently intends to allocate the aggregate pool of Directors’ fees to the non-executive Directors,
based on their responsibilities, on the basis set out below:
RoleFees as approved
2018
Fees as currently
applied **
Proposed Fees
per Role
Percentage Change
from fees as
currently applied
Chair80,00080,000115,00044%
Deputy Chair50,00050,00070,00040%
US-based Director79,000N /AN /AN /A
Non-executive Director
44,000
(x2)
44,000
(x4)
60,000
(x4)
36%
Chair Audit & Risk
Committee
5,0005,00010,000100%
Special Governance
Allocation *
N /AN /A30,000N /A
Total $302,000$311,000$465,00050%
* The Special Governance allocation is available for payment to non-executive Directors to recognise the performance of duties undertaken
for the Pacific Edge Board on Committees, that are considered additional to the expected duties of the Board. This allocation may or may
not be utilised in any year, depending on Pacific Edge’s governance requirements. Any payment of Directors’ fees from this allocation is to
be approved by the Board prior to payment.
** The total aggregate remuneration of $302,000 per annum that was approved in 2018 was on the basis of 5 non-executive Directors.
Given recent appointments, there are now a total of 6 non-executive Directors and accordingly the total aggregate pool has been increased
by the average amount then payable to the additional non-executive Director pursuant Listing Rule 2.11.3 (being $44,000 per non-executive
Director less the additional $35,000 in Directors fees that were previously paid to the US based Director).
David Darling, CEO/Executive Director does not receive Directors’ fees.
The Board believes that the proposed increase in Directors’ fees better aligns Pacific Edge to the market,
are fair and reasonable to the Company and to the shareholders and will help to attract and retain highly
qualified and suitably experienced Directors to the Board. All increases would apply, if approved, from
29 July 2021, being the date of the Annual Meeting.
RESOLUTION 5: AUDITORS’ REMUNERATION
Under section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed at the
Annual Meeting as auditor of the Company. The resolution authorises the Board to fix the remuneration of
PricewaterhouseCoopers as the Company’s auditor.

IMPORTANT INFORMATION
ATTENDING THE 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/peb21.
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
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
Tuesday 27 July 2021. Only the shares registered
in those shareholders’ names at that time may be
voted at the Annual Meeting.
Voting can be done in three ways: By attending
the Annual Meeting and submitting your vote; by
appointing a proxy to vote on your behalf at the
Meeting; or by participating in the Meeting virtually
and voting.
Under NZX Listing Rule 6.3, all Directors intended
to receive a payment under Resolution 4 and their
Associated Persons (as that term is defined in the
NZX Market Board Listing Rules) are prohibited
from voting in favour of Resolution 4. If you appoint
such a Director or any person who is an Associated
Person of such a Director as your proxy, that
person will only be able to vote on Resolution 4
in accordance with your express instructions. The
Directors cannot exercise their discretion on how
to vote on Resolution 4 given that the resolution
relates to approving their remuneration.
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 (except for Resolution 4 where they are
prohibited from voting, as noted above).
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 Tuesday 27 July 2021.
Proxy forms can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Email to meetings@linkmarketservices.com
• Lodged online at https://investorcentre.
linkmarketservices.co.nz/voting/PEB
ONLINE PROXY VOTING
Shareholders may elect to lodge their proxy
appointment 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
meetings@linkmarketservices.com by 3.00pm on
Tuesday 27 July 2021. Please write ‘Questions from
Shareholders’ in the subject line of the email.
PRESENTATIONS AND PACIFIC EDGE FY21
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.com

Deliver in person
Link Market Services Limited,
Level 30, PwC Tower
15 Customs Street West,
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 2021 ANNUAL SHAREHOLDERS' MEETING
The Annual Meeting of Pacific Edge Limited (“Pacific Edge”) will be held on Thursday 29 July 2021 at 3:00pm at Fullwood Room,
Dunedin Centre, 1 Harrop Street, Dunedin and online at http://www.virtualmeeting.co.nz/peb21 via the Link Market Services Virtual
Annual Meeting platform.
If you propose NOT to attend the Annual Meeting physically or online but wish to vote by appointing 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 Tuesday 27 July 2021 (being 48
hours before the commencement of the Annual Meeting). Proxy appointment can also be completed online. Please read the instructions
overleaf before completing this form.

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, the Chair of
the Meeting will vote, in accordance to your express instructions
only.
Appointing the Chair of the Meeting or a Director as your
proxy
If you wish, you may appoint the Chair 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.

Voting Restrictions:
Under NZX Listing Rule 6.3, all Directors intended to receive a
payment under Resolution 4 and their Associated Persons (as
that term is defined in the NZX Market Board Listing Rules)
are prohibited from voting in favour of Resolution 4. If you
appoint such a Director or any person who is an Associated
Person of such a Director as your proxy, that person will only
be able to vote on Resolution 4 in accordance with your
express instructions.

ATTENDING THE MEETING
If you propose to attend the Annual Shareholders’ Meeting
please bring this Proxy Form intact to the meeting, the barcode
is required for registration at the meeting. If you propose to
attend the Annual Meeting online via
http://www.virtualmeeting.co.nz/peb21, you will require your
shareholder number for verification purposes.

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 Proxy Form

PROXY FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of Pacific Edge Limited

Hereby appoint ____________________________________ of ________________________________________
(address)

or failing him/her ____________________________________ of ________________________________________
(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, at Fullwood Room, Dunedin
Centre, 1 Harrop Street, Dunedin and online at http://www.virtualmeeting.co.nz/peb21 at 3:00pm on Thursday 29 July 2021, 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 Chair 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 Anatole Masfen, who retires by rotation and is eligible for re-
election, be re-elected as a Director of the Company.

2. That Anna Stove, who was appointed as a Director by the Board during
the year, be elected as a Director of the Company.

3. That Mark Green, who was appointed as a Director by the Board
during the year, be elected as a Director of the Company.

4. That pursuant to NZX Main Board Listing Rule 2.11, the maximum
aggregate amount payable to non-executive Directors be increased to
$465,000 per annum.

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.






STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting physically and online via the virtual annual meeting platform will have the opportunity
to ask questions during the meeting. If you cannot attend the 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 Tuesday 27 July 2021. 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: