AFT Pharmaceuticals Limited logo

Notice of Annual Meeting of Shareholders 2021

AGM5 July 2021AFTHealthcare

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



Page | 2


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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