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SDL Proxy Form for 2021 Annual Meeting

AGM7 October 2021SDLConsumer Discretionary

Your secure access information
Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)

to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

Turn over to complete the form to vote

Proxy/Voting Form

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

All shareholders of the Company entitled to attend and vote at the virtual meeting

are entitled to appoint a proxy to attend and vote for them instead. A proxy need

not be a shareholder of the company. If you wish to appoint a director, as your

proxy, the Company’s Chairman (John McMahon) is willing to act on your behalf.

To do this, enter ‘the chairman’ or the name of your proxy in the space allocated

in

‘Step 1’ of this form. 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.

Voting on your holding

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you do not mark a box your proxy may vote as they choose. If you


mark more than one box on an item your vote will be invalid on that item.

The only persons entitled to exercise votes at the 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).

Attending the Meeting Virtually

If you propose to attend the meeting, please read the enclosed Virtual Meeting

Guide prior to the meeting. You can participate in the meeting virtually through

the Computershare Meeting Platform https://meetnow.global/NZ. You will be able

to view presentations, ask questions and cast your vote from your own computer,

mobile or similar device. For any assistance with the online process, you may

contact Computershare on +64 9 488 8777 between 8.30am-5.00pm Monday

to Friday.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

Where the holding is in more than one name, all of the shareholders

should sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the

power of attorney (unless already deposited with the Company) and a signed

certificate of non-revocation of the power of attorney must be produced to the

Company with this Proxy Form.

Companies

This form should be signed by a director jointly with another director, or a s

ole

director can also sign alone. Please sign in the appropriate place and indicate

the office held.

Comments & Questions

If you have any comments or questions for the company, please write them on

a separate sheet of paper and return with this form or alternatively you may

send your questions via email to the Company Secretary

chrisve@solutiondynamics.com. Please also include your name and

shareholder number.

Lodge your Proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy to be effective it must be received by 10.30am on Monday 25 October 2021.

VIRTUAL MEETING

Given the uncertainty around the COVID-19 environment, the Annual Meeting will be held online only.

All shareholders will have the opportunity to attend and participate in the Annual Meeting online via an internet connection (using a

computer, laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.

Please refer to the Virtual Meeting Guide 2021 that accompanies this Proxy/Voting Form.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf

STEP 1

hereby appointof

or failing him/herof

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 General Meeting of Solution

Dynamics Ltd to be held virtually on Wednesday 27 October 2021 at 10.30am or at any adjournment of that meeting.

I/We being a shareholder/s of Solution Dynamics Ltd

Items of Business - Voting Instructions/Ballot Paper

STEP 2

Please note: In the event I/we have not expressed any intention or the intention is unclear (in my/our proxy’s sole opinion),my/our proxy will vote as

they see fit.

Signature of Shareholder(s) This section must be completed.

SIGN

or Sole Director/Director

Shareholder 1Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Ordinary Resolutions

1.That the board be authorised to fix the remuneration of Grant Thornton as the Company’s auditors.

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. See Explanatory Note 1.

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. See

Explanatory Note 1.

For

Against

Abstain

Proxy

Discretion

or Director (if more than one)

If your proxy is not the chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone

and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

Proxy contact Details (Phone):

and (Email):

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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