Notice of Annual Meeting of Shareholders

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SOUTHERN CHARTER FINANCIAL GROUP LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Southern Charter Financial
Group Limited (the "Company”) will be held on Thursday, 30 September 2021 commencing at
2:00pm.

Due to COVID-19 constraints in Auckland, shareholders who wish to attend can only participate
by way of Zoom attendance. The format allows all shareholders to attend without the need to
travel and it also negates any potential issues that may arise as a result of COVID-19.

VIRTUAL SHAREHOLDER MEETING

To participate in the meeting online please use the following link to SNC’s virtual meeting Zoom
platform:

https://us02web.zoom.us/j/86583836492?pwd=dnN3dkF6S1I3TlNGMS9OOTdXOUFJQT09
Meeting ID: 865 8383 6492
Passcode: 358612

Shareholders are advised to vote via their proxy form before the meeting.

AGENDA
A. Chairman’s introduction.
B. Presentation to shareholders.
C. Shareholder discussion.
D. Resolutions
RESOLUTIONS
1. Re-election of John Cilliers as Director – Ordinary Resolution

John Cilliers retires in accordance with the provisions of the Constitution of the Company
and offers himself for re-election as a director. Accordingly, the shareholders of the
Company are requested to consider and, if thought fit, pass the following resolution as an
Ordinary Resolution:

“That John Cilliers be re-elected as a director of the Company.”

2. Remuneration of Auditors – Ordinary resolution

That the Board is authorised to fix the remuneration of the Company’s auditors for
the forthcoming year.

Other Business
To consider any other matter that may properly be brought before the meeting.

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NOTES

1. PROXIES
Any shareholder of SNC who is entitled to attend and vote at the meeting may appoint a proxy
to attend and vote on their behalf. A corporation which is a shareholder may appoint a
representative to attend the meeting on its behalf in the same manner as it could appoint a
proxy. A proxy does not need to be a shareholder of SNC. The Chairman of the Meeting
(Joseph van Wijk) and any of the Directors are prepared to act as proxy. Where they are
appointed as a discretionary proxy, they intend to vote in favour of all of the Resolutions.
To appoint a proxy you should complete and sign the enclosed Proxy Form and either return
it by delivery, mail or email to the share registrar of SNC:

By delivery:
Southern Charter Financial Group
Limited C/- Link Market Services Limited
Level 30, PwC Tower,
15 Customs Street West
Auckland, 1010

By mail:
Southern Charter Financial Group
Limited C/- Link Market Services Limited
PO Box 91976
Auckland 1142
By email:
meetings@linkmarketservices.com (please put the words “Southern Charter
Financial Group Limited Proxy Form” in the subject line for easy identification)



You may also lodge your proxy online at
https://investorcentre.linkmarketservices.co.nz/voting/SNC
You will require your CSN/Holder Number and FIN to complete your proxy appointment. A
shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the
instructions on the website.
The completed Proxy Form must be received by Link Market Services no later than 48 hours
before the meeting, being 2:00pm on Tuesday, 28 September 2021. Online proxy
appointments must also be completed by this time. Registered shareholders at that time will
be the only persons entitled to vote at the meeting and only the shares registered in those
shareholders’ names at that time may be voted at the meeting.

2. VOTING RESTRICTIONS
There are no voting restrictions.

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EXPLANATORY NOTES
NZX Listing Rules (“Listing Rules”) and Companies Act 1993 (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the
Act. In addition, various provisions of the Listing Rules are included in the Constitution. The Act,
the Constitution and the Listing Rules contain specific requirements which are relevant to the
resolutions comprised in this Notice.

The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to each
resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolutions which are to be considered at the Meeting are both ordinary resolutions. An
ordinary resolution is a resolution passed by a simple majority of votes of shareholders of the
Company, entitled to vote and voting.

RESOLUTION 1 - RE-ELECTION OF JOHN CILLIERS AS DIRECTOR – ORDINARY RESOLUTION

One director, John Cilliers retires by rotation in accordance with the Company’s constitution.
Being eligible, John offers himself for re-election at the Annual Meeting. A brief biography for
John is provided below:

John is an experienced company executive and director in both public and private companies
and is a member of Chartered Accountants Australia and New Zealand. Current directorships
include NZSX listed Ascension Capital Limited. John previously held executive finance roles in
Pulse Energy, The Lines Company and The National Institute of Water and Atmospheric
Research. His experience includes financial management, corporate governance and company
secretarial services, preparation of statutory financial reports and managing implementation of
systems to support business growth.

RESOLUTION 2 – REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

BDO is automatically reappointed at the annual meeting as the auditor of the Company under
section 207T of the Companies Act. This resolution authorises the Board to fix the fees and
expenses of the auditor.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/SNC
Scan & email:
meetings@linkmarketservices.co.nz Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
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 MEETING
The Southern Charter Financial Group Limited Annual Meeting of Shareholders will be held on Thursday, 30 September 2021
commencing at 2:00pm.
Due to COVID-19 constraints in Auckland, shareholders who wish to attend can only participate by way of Zoom attendance. The format
allows all shareholders to attend without the need to travel and it also negates any potential issues that may arise as a result of COVID-
19.
VIRTUAL SHAREHOLDER MEETING
To participate in the meeting online please use the following link to ACE’s virtual meeting Zoom platform:
https://us02web.zoom.us/j/86583836492?pwd=dnN3dkF6S1I3TlNGMS9OOTdXOUFJQT09
Meeting ID: 865 8383 6492
Passcode: 358612
APPOINTMENT OF PROXY
If you are a shareholder entitled to attend and vote at the Annual
Meeting, you are entitled to appoint a proxy or, in the case of a
corporate shareholder, a representative to attend and vote
instead of you. This Proxy Form may be completed online,
mailed, delivered or scanned and emailed in accordance with
the instructions above.
A proxy can be any person of your choice and does not have to
be a shareholder of Southern Charter Financial Group Limited.
If you wish, you can appoint the Chairman of the Meeting as
your proxy. The Chairman will vote in accordance with your
instructions. If you return this form without appointing a proxy,
but have indicated on this form how you wish to vote, the
Chairman of the meeting will vote in accordance with your
express instructions.

VOTING OF YOUR HOLDING
Direct your proxy how to vote by making the appropriate election
in respect of each item of resolutions. If you elect “proxy
discretion” on any resolution, you are directing your proxy or
representative to decide how to vote on that resolution on your
behalf. If you elect “abstain” box on any resolution, you are
directing your proxy or representative not to vote on that
resolution. If you make more than one election in respect of a
resolution your vote will be invalid on that resolution. If you return
this form without directing the proxy how to vote on any particular
matter, the proxy may vote as he/she thinks fit or abstain from
voting.

PROXY DISCRETION
If you appoint the Chairman of the Meeting or any other Director
as your proxy and also elect “proxy discretion”, you acknowledge
that they may exercise your vote even if they have an interest in the
outcome of that resolution. The Chairman of the Meeting and the
Directors intend to vote all discretionary proxies in favour of all
resolutions.
ATTENDING THE MEETING
The 2021 Annual Meeting will be held online only and
shareholders can attend at:
https://us02web.zoom.us/j/86583836492?pwd=dnN3dkF6S1I3Tl
NGMS9OOTdXOUFJQT09
Meeting ID: 865 8383 6492
Passcode: 358612

SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the security holder must
sign.
Joint holding
This Proxy Form may be signed by either, or on behalf of, the
joint shareholders (or their duly authorised attorney).
Company
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be acting
with the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy
Form.

For your proxy to be effective it must be lodged with Link Market
Services by no later than 2:00pm Tuesday 28 September 2021.

Go online to https://investorcentre.linkmarketservices.co.nz/voting/SNC to appoint your proxy, or turn over to
complete the form.
SOUTHERN CHARTER FINANCIAL
GROUP LIMITED

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I / We being a shareholder(s) of Southern Charter Financial Group Limited

hereby appoint
of



or failing him/her
of

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the
Annual Meeting of Shareholders of Southern Charter Financial Group Limited to be held virtually on Thursday 30 September 2021
commencing at 2:00pm and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

ORDINARY RESOLUTIONS


1. That John Cilliers be re-elected as a director of the Company.


2. That the Board is authorised to fix the remuneration of the
Company’s auditors for the forthcoming year.



FOR




AGAINST




ABSTAIN PROXY
DISCRETION
And to vote on any resolution to amend the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote as he/she thinks fit. The proxy is
appointed only in respect of the above meeting or any adjournment thereof.

SIGN: 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:
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