Notice of Annual Shareholders Meeting

®
is a registered Trade Mark of Wellington Drive Technologies

Wellington Drive Technologies Ltd
P: +64 9 477 4500 E: info@wdtl.com
21 Arrenway Drive, Rosedale, Auckland 0632
PO Box 302-533 North Harbour, Auckland 0751, New Zealand
www.wdtl.com
WT9660


Notice of Annual Meeting of Shareholders
Notice is hereby given that the 2022 Annual Meeting of shareholders of Wellington Drive Technologies Limited
(the “Company”) will be held at The Maritime Room, Princes Wharf, Auckland CBD, on Wednesday, 25 May
2022 commencing at 2.30 pm.

Shareholders will also be able to attend on a virtual basis.

Details of how to participate in the Annual Meeting
virtually (including as to viewing presentations, asking questions and voting) are described in this Notice of
Meeting.


Business to be Conducted
A. Chairman’s introduction
B. Address from the Chairman / Chief Executive Officer
C. Shareholder questions
D. Ordinary Resolutions
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
Resolution 1 - Re-election of John Scott

That John Scott be re-elected as a Director of the Company.
Resolution 2 - Re-election of Keith Oliver

That Keith Oliver be re-elected as a Director of the Company.
Resolution 3 – Approval of Directors Fees

To authorise the total amount of remuneration payable to non-executive directors of $400,000, to be
paid and allocated to non-executive directors as the Board considers appropriate.
Resolution 4 - Auditor’s Remuneration
That the Directors of the Company be authorised to fix the fees and expenses of the auditor.

E. General Business
To consider such other business as may lawfully be raised at the meeting.

2
Please read the Explanatory Notes and the Procedural Notes and Other Information for further
information in relation to Resolutions 1 to 4.

On behalf of the Board


Howard Milliner
Company Secretary
20 April 2022

3
Explanatory Notes

Resolution 1 – Re-election of John Scott
NZX Listing Rule 2.7.1 requires that the Company’s Directors must not hold office without re-election past the
third Annual Meeting of shareholders following their appointment or three years, whichever is longer. Having
been last elected in 2019, John Scott will retire from office at this year’s Annual Meeting. Being eligible, he
offers himself for re-election as a Director of the Company.
A brief biography of John Scott is provided below.

John Scott


John Scott is CEO for Invenco, a world leader in payments and forecourt solutions (fintech and IoT) in the
petroleum space. He has previously had a range of c-suite roles across sales, marketing, operations and
product management with Navico, Brunswick and Navman. John also had business development,
engineering and project engineering roles with Ericsson/Volex (communications). He graduated from the
University of Auckland in 1997 with a Bachelor of Engineering (BE Mech). John has 20 years of global
experience in managing large multilocation go-to-market, operations and design teams – with deep pricing
experience across all channels and markets. He has been actively involved in multiple acquisition events
and fundraising activities. John has an in-depth knowledge of the rapidly developing dynamics of global
electronics supply, big data and IoT growth opportunities, and has operating experience in the Asian,
European and North American markets. The Board has determined that Mr. Scott is an Independent Director
as defined in the NZX Listing Rules.

Resolution 2 – Re-election of Keith Oliver
NZX Listing Rule 2.7.1 requires that the Company’s Directors must not hold office without re-election past the
third Annual Meeting of shareholders following their appointment or three years, whichever is longer. Having
been last elected in 2019, Keith Oliver will retire from office at this year’s Annual Meeting. Being eligible, he
offers himself for re-election as a Director of the Company.
A brief biography of Keith Oliver is provided below.

4
Keith Oliver


Keith Oliver was appointed a director of Wellington in March 2019. He is also an Independent Director at
Rakon Limited, Chairman of Blackhawk Tracking Limited and since 22 July 2021 he has been a director at
VWork Limited. He has over 20 years’ experience in CEO, director and chairman roles, and has extensive
experience expanding technology businesses in the USA, South America, Europe, Asia and Australia. Keith
was Chairman of Actronic Technologies for 10 years, and Chairman of Compac Sorting Equipment Limited,
where he also held leadership and board director roles. He has Crown company governance experience in
science and health, having worked as a Director of New Zealand’s Institute of Environmental Science and
Research Limited (ESR). Prior to his governance roles, Keith had a 20-year career in telecommunications,
broadcasting, strategic planning and private equity investment in New Zealand, Australia and Europe. The
Board has determined that Mr. Oliver is an Independent Director as defined in the NZX Listing Rules.

Resolution 3 – Approval of Directors Fees

Resolution 3 is put to shareholders in accordance with NZX Main Board Listing Rule 2.11.1.

At the Company’s Annual Meeting in 2019, shareholders authorised a total pool of remuneration payable to
non-executive directors of $400,000, “to be paid and allocated to non-executive directors as the Board
considers appropriate.” The Board is not proposing any change to the pool but is intending to increase the
allocation of fees within that pool. The Board considers that in the interests of transparency it is appropriate
that these increases be presented to shareholders for discussion at the Annual Meeting.

Wellington’s policy is to offer competitive director fees to attract and retain the highest quality directors, with
the appropriate skills, experience and diversity. Given three years has elapsed since the 2019 Annual
Meeting, the Board considers it is timely to review fees paid to Directors, and accordingly commissioned
StrategicPay for this purpose. StrategicPay are an independent consulting organisation providing solutions
to help organisations meet their strategic remuneration, performance development and performance
improvement goals.

A copy of StrategicPay’s remuneration report has been sent to shareholders with this Notice of Meeting and
can also be viewed at https://www.wdtl.com/investors/financial-results-and-reports/#NZXannouncements

In summary, for the reasons set out in their report, StrategicPay recommend:

(a) setting base annual fees for the Directors in a range from $48,000 - $50,000 per annum;

5

(b) setting base annual fees for the Chair in a range from $96,000 - $100,000 per annum, based on a
Chair 2.0:1X ratio to base annual Directors Fees;

(c) a lower quartile position for the Audit & Risk Committee Chair and Employment and Remuneration
Committee Chair fees; and

(d) consideration of the introduction of Committee member fees at half the Chair levels.
In reviewing Directors’ remuneration, the Board considered StrategicPay’s report and has also considered the
current and required skills, performance and experience of Directors, the additional time and effort required
from Committee Chairs, the level of responsibility relative to other roles, and the relevant responsibilities for
different roles. The Board agrees with the above recommendations but at this stage does not intend to
introduce Committee member fees, but will monitor the time, work commitments and responsibilities of
Committee members and review the position if required.
If Resolution 3 is passed by shareholders, the Board intends to increase Directors fees payable to the non-
executive Directors as set out in the following table:
Role Current fees Proposed fees Increase
Chairman $70,000 $96,000 $26,000
Non-executive Director $45,000 $50,000 $5,000
Committee chairs $5,000 $5,000 NC
Committee members $0 $0 NC
Total cost based on five directors, per
annum
$265,000 $316,000 $51,000
Unallocated fees $135,000 $84,000
The Board believes these fees are fair and reasonable to the Company and to shareholders and all increases
would apply from 1 June 2022 onwards.
While it is not proposed to review the above allocations for another three years, the Board reserves the right
at its discretion to make changes if required to attract and retain Directors with the requisite skills and
experience as the business evolves and grows.
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes cast in favour of Resolution
3 by any Director and any of their respective Associated Persons (as that term is defined in the NZX Listing
Rules), other than where the vote is cast by a Director or any of their respective Associated Persons as proxy
for a person who is entitled to vote on Resolution 3 and in accordance with their express directions on the
Proxy Voting Form to vote on Resolution 3.

Resolution 4 – Auditor’s Remuneration
Deloitte is the existing auditor of the Company and is automatically re-appointed by virtue of section 207T of
the New Zealand Companies Act 1993. The proposed ordinary resolution is required to authorise the Directors
of the Company to fix the auditor’s remuneration for the purposes of section 207S of the New Zealand
Companies Act 1993.

6
The Board of Wellington Drive Technologies Limited confirms its support for all resolutions and
recommends that you vote in favour at the meeting.


Procedural Notes and Other Information

Hybrid meeting
All shareholders will have the option to attend and participate in the Annual Meeting either in person or, alternatively, online
via an internet connection using a computer, laptop, tablet or smartphone. If the Board determines a physical meeting is
inappropriate in the circumstances (for example due to COVID-19 concerns), the Company may, in its sole discretion, elect
to hold the Annual Meeting as a virtual only meeting.

Details of how to attend and participate in the Annual Meeting virtually are set out below.

Persons entitled to vote
Voting entitlements will be determined at the close of trading on Friday 20 May 2022. Registered shareholders at that time
will be the only persons entitled to vote at the Annual Meeting and only the shares registered in those shareholders’ names
at that time may be voted at the meeting.

Requisite majority

Each of the Resolutions will be passed if approved by an ordinary resolution at the Annual Meeting. An ordinary resolution
is a resolution approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution
(directly or by proxy or representative (in each case, through the means described below)).
Each Resolution is a separate resolution to be voted on separately by shareholders. Accordingly, each Resolution may
be approved regardless of the outcome of the vote on any other Resolution.

Proxies and corporate representatives

Shareholders entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote on their behalf. A
corporation may appoint a person to attend the meeting as its representative in the same manner as it may appoint a
proxy. If a shareholder wishes to appoint a proxy (or in the case of a corporate shareholder, a representative), the
shareholder must make that appointment online by visiting www.investorvote.co.nz or by completing and returning the
Voting and Proxy Form accompanying this Notice of Meeting.

The Voting and Proxy Form must be completed (if online), or returned, by no later than 2:30pm on Monday 23 May 2022.

A proxy need not be a shareholder. For example, shareholders may appoint the Chairman of the Board or another person
(such as the chairman of the Annual Meeting) to act as their proxy. It is intended that the Chairman of the Board be the
Chairman of the Annual Meeting.

The Chairman of the meeting, or any other Director, is willing to act as a proxy on behalf of shareholders who wish to
appoint them for that purpose. The Chairman of the meeting and Directors who act as proxies on behalf of shareholders
intend to vote any proxy discretion given to them in favour of the resolutions, provided that: (a) John Scott and Keith Oliver
will abstain from voting any discretionary proxies given to them relating to their own re-election, and (b) Directors will not
vote any discretionary proxies given to them in relation to Resolution 3.

If your proxy is not the Chairman of the meeting or a Director and they intend to join the meeting virtually, please ensure
that you provide their contact details in the space provided on the Proxy Voting Form.

7

If you appoint a proxy, you may either direct your proxy how to vote for you or you may give your proxy discretion to vote
as he/she sees fit. If you wish to give your proxy discretion, then you must mark the appropriate boxes on the Voting and
Proxy Form. If you do not tick any box for a particular resolution then your proxy may vote as they choose, as if you had
selected ‘Proxy Discretion’.

If, in appointing your proxy, you do not name a person to be your proxy, the Chairman of the Annual Meeting will be your
proxy and will vote in accordance with your express directions.

If additional matters are raised during the Annual Meeting which require a shareholder vote, your proxy will be entitled to
vote on these additional matters as your proxy thinks fit.

Shareholders may revoke their proxies by giving written notice of revocation to the Company in the manner set out below
no later than 2.30pm on Monday 23 May 2022.

Voting

Voting on the resolutions to be put before the Annual Shareholder Meeting will be conducted by way of poll. As a
shareholder you may cast your vote in one of three ways:

(a) you may attend the meeting in person and vote, or you may participate virtually and vote at the meeting via an online
platform https://meetnow.global/nz; or

(b) you may appoint a proxy or (in the case of a corporate shareholder) a representative to attend the meeting in person
and vote in your place or to participate virtually and vote at the meeting in your place via an online platform
https://meetnow.global/nz; or

(c) you may cast a postal vote by lodging your postal vote or proxy online, by mail or by fax to one of the addresses
below.

If you (or your proxy on your behalf) vote online you (or they) will be required to enter your CSN Securityholder number
and postcode/ country of residence and the secure access control number that is located on the front of your Proxy Voting
Form or follow the prompts in the email you receive from the share registrar, Computershare Investor Services Limited.

If a Shareholder wishes to cast a postal vote, the Voting and Proxy Form must be completed and received by Wellington
no later than 2.30pm on Monday 23 May 2022. Wellington’s Company Secretary has been authorised by the Board of
Wellington to receive and count postal votes at the Annual Meeting.

Details of how to participate in the Annual Meeting virtually are set out below.

In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes cast in favour of Resolution 3 by any
Director and any of their respective Associated Persons (as that term is defined in the NZX Listing Rules), other than where
the vote is cast by a Director or any of their respective Associated Persons as proxy for a person who is entitled to vote on
Resolution 3 and in accordance with their express directions on the Proxy Voting Form to vote on Resolution 3.

The addresses for the purpose of lodging the Voting and Proxy Form are as follows:

8


If you are attending in person, please bring the enclosed Proxy Voting Form to the Annual Meeting to assist with your
registration.

Participation in virtual meeting

Shareholders can attend the meeting virtually through the Computershare Meeting Platform https://meetnow.global/nz. To
access the meeting, select ‘New Zealand’ from the drop-down box, click ‘Go’ under the Wellington meeting and then click
‘JOIN MEETING NOW’. By using the meeting platform, you will be able to watch the meeting, vote and ask questions
online using your smartphone, tablet, or desktop device. Please refer to the accompanying Virtual Meeting Guide for more
information.

You will need the latest version of Chrome, Safari, Edge, or Firefox to access the meeting. Please ensure your browser is
compatible.

Shareholders may vote on the resolutions to be put to the Annual Meeting, and ask questions, by using their own computers
or mobile devices through the online participation portal, as described in the accompanying Virtual Meeting Guide (also
available at https://www.wdtl.com/investors/financial-results-and-reports/#NZXannouncements. Shareholders
may also send questions in advance of the meeting to Wellington-Investor-Relations@wdtl.com. The main themes will be
aggregated and responded to at the meeting, provided that the Company reserves the right not to address questions that,
in the Chairman’s opinion, are not reasonable or appropriate in the context of an Annual Meeting, or any written question
in advance of the meeting that was not received by the close of business on Friday 20 May 2022.

Details of how to participate in the Annual Meeting virtually are provided in the Virtual Meeting Guide accompanying this
Notice of Meeting. Shareholders are encouraged to review the Virtual Meeting Guide prior to the 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 (NZST) Monday to Friday or by email to corporateactions@
computershare.co.nz.

---

Wellington Drive Technologies
Directors’ Fees Summary Report











January 2022
Private and Confidential

Strategic Pay Limited is independent of Wellington Drive Technologies. In this context, independence means
that Strategic Pay Limited has not been subjected to any undue influence from management of Wellington
Drive Technologies, any board member of Wellington Drive Technologies, or any other party in relation to the
services provided by Strategic Pay Limited or the outcomes of those services.

© 2022 Strategic Pay Limited Wellington Drive Technologies Directors’ Fees Review | PAGE 2 OF 6
Overview
Howard Milliner, Chief Financial Officer at, Wellington Drive Technologies has commissioned Strategic
Pay Limited (‘Strategic Pay’) to provide a review of its Board of Director fees on behalf of the Board

Directors Fees were last reviewed in June 2019 and increased.

Our approach involves gaining an understanding of the organisation and Directors responsibilities by way
of review of documentation provided and interview. We then undertake market analysis of relevant
samples from the Strategic Pay 2021 New Zealand Directors Fee database and Remuneration Report to
determine and position appropriate Board fee levels for Wellington Drive Technologies.

Our recommendation is based on several factors including the organisation size, ownership, and industry,
and the market data presented.

Background
Wellington Drive Technologies Ltd is a leading provider of IoT solutions, cloud-based fleet management
platforms, energy-efficient electronic motors and connected refrigeration control solutions. It serves some of
the world’s leading food and beverage brands and refrigerator manufacturers and offers proximity-based
marketing for Smart Cities to the Australian market. Following discussions with the Chair, we understand
that the organisation has seen a rebound in revenue for 2021 after being impacted in 2020 due to the global
pandemic.

BOARD COMPOSITION AND MEETING SCHEDULE

The Board is composed of 1 Chair and 4 non-executive Directors

There are 10 Board meetings per year.

There are currently 3 committees,
- Audit & risk committee
- Executive nomination & remuneration committee
- Innovation & Technology committee

ORGANISATION DEMOGRAPHICS
Organisation Demographics / Dimensions
Organisation Type Private Sector
Industry Technology manufacturing
Annual Turnover / Budget Year ended 31 December 2021 - $64 million
Assets At 30 November 2021 - $41 million
Market Capitalisation At 17 January 2022 - $90.7 million
Shareholders’ Funds At 30 November 2021 - $15 million
Number of Employees At 30 November 2021 – 89 globally

CURRENT DIRECTOR FEE POLICY

The Board advises that its remuneration philosophy positions base annual Director fees at competitive
market levels for publicly listed companies in order to attract and retain the sort of governance skills and
experience needed to achieve business success

© 2022 Strategic Pay Limited Wellington Drive Technologies Directors’ Fees Review | PAGE 3 OF 6
Recommendation
Our recommendation is based on several factors including the organisation size, ownership, and industry
of Wellington Drive Technologies, and the market data presented above.

MARKET DATA

TABLE 1: SUMMARY RESULTS – DIRECTOR FEE SAMPLES FOR WELLINGTON DRIVE TECHNOLOGIES:

Director Market Comparators Positioning Base Annual Fee ($)
Revenue Median 50,000
Assets Median 40,000
Industry Median 62,000
Market Cap Median 53,000


CHAIR FEES

TABLE 2: SUMMARY RESULTS – CHAIR FEE SAMPLES FOR WELLINGTON DRIVE TECHNOLOGIES:

Chair Market Comparators Positioning Base Annual Fee ($)
Revenue Median 85,000
Assets Median 56,667
Organisation Type Median 81,250
Market Cap Median 107,500

2021 DIRECTOR FEES POLICY

We recommend the following criteria for the 2021 policy for Base Annual Fees:

• Market Data from 2021 New Zealand Directors’ Fees Report
• Market Comparator Revenue
• Market Position Median
• Fees Range A range of $2,000 around the median
• Ratio 2.0:1X ratio applied to the Director fees to determine the Chair Fees

We recommend setting base annual fees for the Directors into a range from:
• $48,000 - $50,000 per annum

We recommend setting base annual fees for the Chair into a range from:
• $96,000 - $100,000 per annum as per the criteria and analysis in the table above.
• Based on a Chair 2.0:1X ratio to base annual Directors Fees

© 2022 Strategic Pay Limited Wellington Drive Technologies Directors’ Fees Review | PAGE 4 OF 6
COMMITTEE FEES

We note that the Audit & Risk Committee Chair and Employment and Remuneration Committee Chair
fees are currently aligned to the lower quartile of our data. As a small NZX listed organisation, a lower
quartile position is an appropriate alignment.

We can also support payment of Committee member fees at half the Chair levels, if you choose to do so.
We find that over time, more work and more responsibility are being dealt to committees from full Boards.

© 2022 Strategic Pay Limited Wellington Drive Technologies Directors’ Fees Review | PAGE 5 OF 6
Recommendation Summary
RECOMMENDED DIRECTOR FEES

Role / Committee Current Fees
Recommended Fees
Range
% Increase
Chair $70,000 $96,000 $100,000 37.1% to 42.9%
Director x 4 $45,000 $48,000 $50,000 6.7% to 11.1%
Audit & Risk Committee Chair $5,000 $5,000 $5,000
Employment & Remuneration
Committee Chair $5,000 $5,000 $5,000

Audit & Risk Committee
Member $0 $2,500 $2,500

Employment & Remuneration
Committee Member $0 $2,500 $2,500

Total Governance Pool $260,000 $303,000 $315,000 16.5% to 21.2%


In our view, the recommended ranges represent market levels appropriate for your organisation given the
context provided, and reflects the Directors Fee Policy.

Strategic Pay’s guiding principle is that it is important not to undervalue the contributions,
experience or time committed by Board members.

© 2022 Strategic Pay Limited Wellington Drive Technologies Directors’ Fees Review | PAGE 6 OF 6
APPENDIX 1: ABOUT STRATEGIC PAY

At Strategic Pay we provide innovative solutions to help organisations meet their strategic remuneration,
performance development and performance improvement goals. We help improve your overall
performance by ensuring employee effort, remuneration and rewards are closely aligned with business
objectives.

Deliver Strategic Rewards

We work alongside you to provide a compelling proposition that attracts retains and motivates the best
people.

Our adaptable solutions include:
• Remuneration and reward strategy development
• Executive remuneration and performance advice (including incentives)
• Salary options using job evaluation, grades, bands or benchmarks
• Salary review management, including processes, tools and training
• Performance development systems, including customised design and implementation

Access New Zealand’s Largest Remuneration Data Services

Strategic Pay offers an unrivalled suite of nation-wide and specialist industry and sector remuneration
survey reports, based on a database of more than 200,000 employees from nearly 1,200 organisations.

Our key nation-wide surveys and reports include:
• NZ Remuneration Report (published 6
monthly)
• Corporate Services and Executive
Management
• CEO and Top Executive Remuneration
Report
• Directors’ Fees Report
• NZ Benchmark Report • HR Metrics Survey

Use Smart Technology

We understand busy HR practitioners’ needs and offer a range of smart tools to manage remuneration
and survey submissions:
• RemWise
®
: a remuneration tool to manage all aspects of your salary review, market data and
survey submissions
• Rem On-Demand
®
: online access to remuneration reports, resources and insights
• PayCalculator: survey data at your fingertips

Drive Organisation Performance

Superior organisational performance is critical to delivering strategic business objectives. Speak to us
today about using PLUS+ to develop a future proof strategy, an organisational model and structure that
supports the strategy and matching the right people to accountabilities best designed to deliver the
strategy in your organisation.

Build Capability

Through a range of workshops and the Strategic Pay Academy we provide clients with comprehensive
short courses in Remuneration, Performance Management and Organisational Performance. We also
offer training programmes that can be tailored to meet your specific requirements.

Consult Nationwide

Strategic Pay is nationwide, servicing clients across all parts of New Zealand from our various locations.
Our consultants regularly travel to visit clients around the country and are happy to meet wherever you
are. Find out more at www.strategicpay.co.nz

---

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 version of Chrome, Safari or
Edge. 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.