Notice of SDL 2021 Annual Meeting

Notice of Annual Shareholder Meeting
Solution Dynamics Limited (SDL)

Wednesday 27 October 2021 commencing at 10.30am.
Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held virtually on Wednesday
27 October 2021 commencing at 10.30am online at Computershare Meeting Platform https://meetnow.global/nz
Shareholders can only participate in the Annual Meeting virtually through Computershare’s Virtual Meeting Services web
platform. To participate, shareholders will need their CSN or holder number which can be found on their Proxy Form or at
the top of your email.
Virtual Meeting
Details of how to participate virtually are provided in the accompanying Virtual Meeting Guide accompanying this notice.
Shareholders are encouraged to review this guide prior to the Annual Meeting.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777
between 8.30am and 5.00pm Monday to Friday.
Audio will stream through your selected device, so shareholders will need to ensure that they have the volume control on
their headphones or device turned up.
Shareholders will be able to view the presentations, vote on the resolutions and ask questions by using their own
computers or mobile devices.
Shareholders will still be able to cast a postal vote or appoint a proxy to vote for them as they otherwise would, by
following the instructions on the Proxy Form and this Notice of Annual Shareholder Meeting.
Shareholders may submit questions to be considered at the Annual Meeting.
Proxies and representatives
If you are unable to attend the Meeting online, you may appoint a proxy or representative (in the case of a corporate
shareholder) to attend and vote on your behalf. The notice appointing a proxy or representative must be received by
Computershare Investor Services Limited not later than 10.30am on Monday 25 October 2021 by any of the following
means:
• Online: visit www.investorvote.co.nz and follow the instructions or, if you have a Smartphone, by scanning the QR
code on the first page of the proxy form attached to this Notice of Meeting and following the prompts.
• Email: Email corporateactions@computershare.co.nz with “SDL Proxy” in the subject line.
• Mail: Post your completed form to Computershare Investor Services Limited, Private Bag 92119 Victoria Street West,
Auckland 1142.
Business
The business of the meeting is:
• Chairman’s address.
• To receive and consider the annual report for the year ended 30 June 2021, together with the financial statements
and auditor’s report.
Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. That the board be authorised to fix the remuneration of Grant Thornton as the Company’s auditor. See Explanatory
Note 2.
2. To re-elect Mr Julian Beavis who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX Listing Rules and in
accordance with the Company’s constitution, and being eligible, offers himself for re-election as a director.
3. To re-elect Mr Andy Preece who for continuity purposes is retiring in advance of the NZX Listing Rules rotation
requirements, and being eligible, offers himself for re-election as a director.
Please review Mr Julian Beavis’ and Mr Andy Preece’s biographies under Explanatory Note 1.

General Business
To consider such other business as may lawfully be raised at the meeting.
Procedural Notes
• Ordinary resolutions: Resolutions 1, 2 and 3 must be passed by an ordinary resolution of shareholders (i.e., by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolution at the Annual Meeting).
• Persons entitled to vote: The only persons entitled to exercise votes at the Annual Meeting will be those who
are registered as shareholders at 10.30am on Monday 25 October 2021, and only the shares registered in those
shareholders’ names at that time will carry a right to vote at the meeting. This does not limit the right of eligible
shareholders to appoint a proxy (or, if they are a company, a corporate representative).
• Proxies:
»All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint a proxy to
attend and vote for them instead.
»A proxy need not be a shareholder of the Company.
»A Proxy Form is enclosed and to be effective must be lodged at the registered office of the Company at least 48
hours before the meeting is due to begin (i.e. by no later than 10.30am on Monday, 25 October 2021).
»A proxy will vote as directed in the Proxy Form or, if voting is left to the proxy’s discretion, then the proxy will
decide how to vote on the resolutions.
»If you wish to appoint a director as your proxy, the Company’s Chairman (John McMahon) is willing to act on your
behalf. If the chairman is appointed as proxy and the voting is left to his discretion, the chairman intends to vote
in favour of each of Resolutions 1, 2 and 3.
• Representatives: A body corporate which is a shareholder may appoint a representative to attend the Annual Meeting
on its behalf in the same manner as that in which it could appoint a proxy.
• Shareholder questions:
»Shareholders attending the meeting virtually will be given the opportunity to raise questions. Please refer to
the instructions in the attached Virtual Meeting Guide on how to ask a question. Shareholders may also submit
written questions. During the meeting, the Board intends to answer as many of the most frequently asked
questions as is reasonably practicable. The main themes will be aggregated and responded to at the Annual
Meeting. Written questions should be sent by post to the Company Secretary, Solution Dynamics Limited, PO
Box 301248, Albany 0752 or by email to chrisve@solutiondynamics.com – with Annual Meeting Question in the
subject line. Please also include your name and shareholder number.
»SDL reserves the right not to address questions that, in the chairman’s opinion are not reasonable in the context
of an Annual Meeting, or any written question not received by the close of business on 26 October 2021.
Motions will not be allowed from the floor.
Presentations
The presentations from the Annual Meeting will be released to the NZX and published on the Company’s website at
https://www.solutiondynamics.com/investor-centre prior to, or during the Annual Meeting. A summary of the Annual
Meeting and the results of voting will be released to the NZX as soon as practicable following the close of the Annual
Meeting.
Explanatory Notes
Explanatory notes in respect of the resolutions are set out below.
By Order of the Board of Directors
Solution Dynamics Limited
8 October 2021

Explanatory Notes
Explanatory Note 1 – Re-Election of Directors
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance with the Company’s constitution a director of an
issuer must not hold office (without re-election) past the third annual meeting following the director’s appointment or
3-years, whichever is longer. In this case, Mr Julian Beavis retires by rotation and being eligible, offers himself for re-
election by shareholders at the Annual Meeting.
Mr Andy Preece is not subject to rotation under the NZX Listing Rules and the Company’s constitution this year. To avoid
the situation where three of the directors have to retire next year, he retires this year and being eligible, offers himself for
re-election.
Director’s Biography – Mr Julian Beavis
Julian has a track record of building and leading successful solutions focussed technology companies ranging in size from
large multinational companies like NCR and Teradata Asia Pacific, to smaller public and private NZ companies. Most of
his working career has been in markets outside NZ, particularly in Asia the USA and more recently Western Europe. His
international sales and marketing experience is of particular relevance as Solution Dynamics’ business increasingly pivots
to opportunities outside NZ.
He is a Charter Member of the NZ Institute of Directors.
Director’s Biography – Mr Andy Preece
Andy is an experienced director with a demonstrable executive and non-executive track record delivered within both listed
multinational corporates and private business frameworks.
As an executive he spent over 25 years in leadership roles in manufacturing, merchanting and wholesaling, originating in
the UK packaging industry.
As a non-executive Andy has served on Public Company Boards in Australia and New Zealand. He is currently chairman
of Yellow Holdings Ltd and a founding partner in an equity fund that is the major shareholder in a portfolio of import and
distribution businesses in New Zealand and Australia.
Andy is the chair of the Company’s Audit & Risk Committee.
Explanatory Note 2 – Auditor’s Remuneration
Grant Thornton is automatically reappointed as the auditor of the Company under section 207T of the Companies Act
1993. This resolution authorises the Board to fix the fees and expenses of the auditor.
Head Office:
18 - 24 Canaveral Drive, Rosedale, Auckland 0632, New Zealand
Phone +64 9 970 7700 | PO Box 301248, Albany 0752, New Zealand
info@solutiondynamics.com | www.solutiondynamics.com

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.