Notice of Annual Meeting of Shareholders 2021
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 2021
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, 6 August 2021 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 2021. 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 2022 financial year.
2. That Mr David Flacks be re-elected as a director of AFT Pharmaceuticals Limited.
3. That Ms Anita Baldauf be elected as a director of AFT Pharmaceuticals Limited.
4. That Dr Ted Witek be elected as a director of AFT Pharmaceuticals Limited.
Each resolution is an ordinary resolution and must be approved by a simple majority of the
votes of those shareholders entitled to vote and voting on the resolution.
See explanatory notes on each resolution below. No shareholder is restricted from voting on any
resolution.
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
6 July 2021
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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 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 Mr David Flacks as a
Director
David was appointed as a director by the
shareholders of AFT on 22 June 2015, and was
last re-elected in 2018. In accordance with the
applicable NZX listing rules, David retires by
rotation and, being eligible, offers himself for re-
election as a director of AFT at the meeting. The
Board unanimously supports David’s re-election
and considers David to be an independent
director.
David Flacks
Chairman and Independent Director
David has a number of governance roles and
has been chair of AFT since the IPO in 2015. He
is chair of the Suncorp New Zealand group of
companies and Harmoney Corp. He is also a
director of Todd Corporation and a number of
environmentally focused pro bono
organisations.
He is a former chair of the NZ Markets
Disciplinary Tribunal and the NZX Regulatory
Governance Committee and a former member
of the Takeovers Panel. He is also a director of
boutique corporate law firm Flacks & Wong.
David was for many years a senior corporate
partner at Bell Gully and was general counsel
and company secretary of Carter Holt Harvey
during the 1990’s. He is a law graduate from
Cambridge University.
Resolution 3: Election of Ms Anita Baldauf as a
Director
Anita was appointed as a director by the Board
on 4 November 2020. In accordance with the
applicable NZX listing rules, Anita retires and,
being eligible, offers herself for election as a
director of AFT at the meeting. The Board
unanimously supports Anita’s election and
considers Anita to be an independent director.
Anita Baldauf
Independent Director
Anita joins AFT with a broad and international
experience in FMCG and Corporate Finance. Her 22
year career at Nestlé and l’Oréal (Laboratoires
innéov), mostly as CFO in multiple developed and
developing countries, gave her a rich expertise in
finance and investor relation, compliance and
governance, international business as well as people
development, and value based leadership.
Anita is impassioned about driving impact,
particularly in the area of Wellbeing and mental
health. She is an EHF Fellow, where she is advising
and supporting New Zealand and international start-
ups and impact ventures as they navigate through
the challenges of exponential change, rapid growth,
and their aim for impact and sustainability.
Resolution 4: Election of Dr Ted Witek as a Director
Ted was appointed as a director by the Board on
23 December 2020. In accordance with the
applicable NZX listing rules, Ted retires and, being
eligible, offers himself for election as a director of AFT
at the meeting. The Board unanimously supports
Ted’s election and considers Ted to be an
independent director.
Dr Ted Witek
Independent Director
Dr Witek served Boehringer Ingelheim
Pharmaceuticals for nearly 25 years where he held
various pharmacology and clinical research
positions, including Director of Respiratory and
Immunology Clinical Research leading to his roles as
President and CEO of Boehringer Ingelheim’s
Canadian and Portugese operations. He led the
Global Operating Team for Spiriva serving as Co-
Chair of the Global Alliance with Pfizer.
Dr Witek also was Chief Scientific Officer & Senior
Vice President, Corporate Partnerships, at Innoviva
(Formerly Theravance, Inc.). He also served on the
Board of Directors of Canada’s Research-Based
Pharmaceutical Companies (Rx&D) including Chair
of the Health Technology Assessment and Public
Relations Committee. He was appointed to the
Ontario Health Innovation Council and advisor to the
Design for Health Program at OCAD University. He is
currently an Adjunct Professor & Senior Fellow at the
University of Toronto’s School of Public Health & Leslie
Dan Faculty of Pharmacy. He serves as Director of
the DrPH program. Dr. Witek is the author of more
Page | 3
than 100 scientific papers as well as several
chapters and books.
Dr Witek holds a Doctor of Public Health from
Columbia University and a Master of Public
Health from Yale University and an MBA from
Henley Management College in the UK.
Page | 4
Important Information
Attendance at Meeting
All shareholders registered on the Company’s
share register at 5pm on Wednesday
4 August 2021 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 that shareholder’s 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 but
otherwise complete the proxy form in full or your
named proxy does not attend the meeting, the
Chairman will act as your proxy and must only
vote in accordance with your express direction.
A shareholder wishing to appoint a proxy can
do so by visiting www.investorvote.co.nz
.
Shareholders 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 4 August 2021 (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/4295.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 4 August 2021.
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
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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