Notice of Annual Shareholders Meeting
NOTICE OF
2022 ANNUAL
SHAREHOLDERS’
MEETING
Notice is hereby given that the 2022 Annual
Shareholders’ Meeting of Pacific Edge Limited
will be held on Thursday 28 July 2022,
commencing at 3.00pm.
Venue: Fullwood Room, Dunedin Centre,
1 Harrop Street, Dunedin
Online: www.virtualmeeting.co.nz/peb22
Dear Shareholder
Pacific Edge Limited (Company or Pacific Edge)
invites you to join us at our Annual Shareholders’
Meeting on Thursday 28 July commencing at
3.00pm. This will be held both online and in
person, in Dunedin, to allow as many of our
shareholders as possible to join us.
We made significant progress in the 2022
financial year, with strong growth in test volumes
and operating revenue and a robust foundation
on which to build long term sustainable value
through the execution of our strategy. You can
read about our performance in our Annual Report,
which is available on our website https://www.
pacificedgedx.com/investors/shareholder-reports/.
The Meeting will provide you with an opportunity
to hear about Pacific Edge’s progress, discuss any
questions you may have about our Company and
its performance and vote on the Resolutions that
we have tabled with you.
If you elect to attend the Meeting virtually, you
will be able to watch the Meeting live, vote and
ask questions online. Further details on how
to do so are set out in this Notice of Meeting
and the Virtual Annual Meeting Online Portal
Guide, which is available online at https://
bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
If you cannot attend, we encourage you to
complete and lodge the proxy form in accordance
with the instructions on the back of that form.
We look forward to welcoming you to the Annual
Meeting.
Sincerely
Chris Gallaher
Chairman
Important Dates and Times
Latest time for receipt of proxy forms and
questions: 3.00pm on Tuesday 26 July 2022
Time for determining voting entitlement at the
Meeting: 3.00pm on Tuesday 26 July 2022
AGENDA
1. Chairman and CEO Presentations
2. Shareholder Discussion
3. Resolutions
To consider, and if thought fit, pass the following Resolutions:
Resolution 1: That Chris Gallaher, who retires by rotation and is eligible
for re-election, be re-elected as a Director of the Company.
Resolution 2: That Sarah Park, who retires by rotation and is eligible
for re-election, be re-elected as a Director of the Company.
Resolution 3: That Tony Barclay, who was appointed as a Director by the
Board during the year, be elected as a Director of the Company.
Resolution 4: To record the re-appointment of PricewaterhouseCoopers
as auditor of the Company and to authorise the Directors to fix the auditors’
remuneration for the ensuing year.
Further information relating to the Resolutions is set out in the Explanatory Notes.
4. To consider any other ordinary business which may properly be brought
before the Meeting.
Pacific Edge’s Board and Management invite attendees in Dunedin to join them for
light refreshments at the end of the Meeting.
A copy of the Annual Meeting presentations will be available to view on the Company’s
website www.pacificedgedx.com.
By Order of the Board of Directors
Chris Gallaher
Chairman
22 June 2022
EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. Resolutions 1 to 4
are Ordinary Resolutions and require approval by a simple majority (greater than 50%) of the votes of
those shareholders entitled to vote and voting on the Resolution.
DIRECTOR ELECTIONS AND RE-ELECTION
Pacific Edge regularly reviews its Board membership to ensure that the appropriate skills, capabilities,
experience and knowledge are in place to provide effective oversight of the Company’s strategy and
commercial progress.
The Board has identified the skills it believes is important to support the Company’s strategy and continued
momentum. Directors’ capabilities are considered against this skills matrix and the Board believes that the
current Directors offer valuable and complementary skill sets.
RESOLUTION 1: RE-ELECTION OF CHRIS GALLAHER AS A DIRECTOR
FIRST APPOINTED: 1 July 2016
BOARD RESPONSIBILITIES: Chairman, Independent Director, Nomination Committee (Chair), Audit & Risk
Committee (Member), Capital Committee (Member)
The Listing Rules provide that a Director must not hold office (without re-election) past the third Annual
Meeting after his or her appointment or re-election, or for three years, whichever is longer. Accordingly, Chris
Gallaher retires by rotation and, being eligible, has offered himself for re-election.
Chris has held senior positions in both CEO and CFO roles with a number of large international companies
and was a partner in Arthur Young, Chartered Accountants. Prior to retiring from full time corporate life,
Chris was the CFO of Fulton Hogan, a large NZ resources based civil contractor.
Chris holds a BCom from Otago University, is a Chartered Accountant, a member of the Australian Institute
of Company Directors and is Chairman of Vinlink (Marlborough) Ltd and Mariposa Holdings Ltd.
Chris has extensive financial and governance experience, an in-depth understanding of Pacific Edge, its
strategy and the market it operates in. He is a valuable member of the Board.
The Board has determined that Chris Gallaher is an Independent Director for the purposes of the Listing Rules
and the Board unanimously supports his re-election.
RESOLUTION 2: RE-ELECTION OF SARAH PARK AS A DIRECTOR
FIRST APPOINTED: 6 December 2018
BOARD RESPONSIBILITIES: Independent Director, Audit & Risk Committee (Chair), Capital Committee
(Member)
The Listing Rules provide that a Director must not hold office (without re-election) past the third Annual
Meeting after his or her appointment or re-election, or for three years, whichever is longer. Accordingly,
Sarah Park retires by rotation and, being eligible, has offered herself for re-election.
Sarah has more than 20 years international corporate finance and capital markets experience after a
professional career with PwC in NZ and HSBC Investment Bank in London. During her executive career Sarah
held a wide variety of roles including being involved in numerous M&A and capital market transactions,
managing family office investment arms and as an equity research analyst.
Sarah is the co-founder of Even Capital, a VC fund focused 100% on investing in female entrepreneurs. Sarah
is a Director of National Provident Fund, Hawkes Bay Airport and Orbis Diagnostics. Sarah has a MA(Hons)
in Economics from the University of Edinburgh.
Sarah’s financial, capital markets and governance experience across a range of sectors combined with a
strong focus on diversity and risk is of strong value to Pacific Edge as the Company continues with its
growth strategy.
The Board has determined that Sarah Park is an Independent Director for the purposes of the Listing Rules
and the Board unanimously supports her re-election.
DIRECTOR ELECTIONS
Tony Barclay was appointed as Director by the Board during the year in accordance with clause 20.9 of the
Constitution of the Company.
Under the Listing Rules and clause 20.9 of the Company’s Constitution, any person who is appointed as a
Director by the Board shall hold office until the commencement of the next Annual Meeting, when they will
cease to hold office but shall be eligible for election at that Meeting.
Accordingly, Tony Barclay will cease to hold office at the commencement of the Meeting and, being eligible,
offers himself for election by shareholders.
RESOLUTION 3: ELECTION OF TONY BARCLAY AS A DIRECTOR
APPOINTED: 21 March 2022
BOARD RESPONSIBILITIES: Independent Director, Audit & Risk Committee (Member), Remuneration
Committee (Member)
Tony brings over 30 years experience in business and 22 years healthcare experience. Tony was CFO at
medical device company Fisher & Paykel Healthcare from the time of separation from Fisher & Paykel
Appliances in 2001 until retiring from full-time employment in 2018. Prior to Fisher & Paykel Healthcare
Tony worked for PriceWaterhouse and Arnott’s Biscuits in finance roles.
Tony holds a BCom from the University of Otago and is a Chartered Accountant and a member of the
New Zealand Institute of Directors and INFINZ. Tony’s significant leadership experience in the healthcare
sector fills a skill set identified by the Board and he has already proven himself to be a strong contributor.
The Board has determined that Tony Barclay is an Independent Director for the purposes of the Listing
Rules and unanimously supports his election.
RESOLUTION 4: AUDITORS’ REMUNERATION
Under section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed at the
Annual Meeting as auditor of the Company. The Resolution authorises the Board to fix the remuneration of
PricewaterhouseCoopers as the Company’s auditor.
IMPORTANT INFORMATION
ATTENDING THE ANNUAL MEETING
Shareholders will be able to attend the Meeting in
person, or, alternatively, will be able to attend and
participate at the Meeting virtually via an online
platform provided by Pacific Edge’s share registrar,
Link Market Services at www.virtualmeeting.co.nz/
peb22
Shareholders attending and participating in the
Meeting virtually via the online platform will be able
to vote and ask questions during the Meeting. More
information regarding virtual attendance at the
Meeting (including how to vote and ask questions
virtually during the Meeting) is available in the
Virtual Annual Meeting Online Portal Guide, which
is available at https://bcast.linkinvestorservices.
co.nz/generic/docs/OnlinePortalGuide.pdf
VOTING
The only persons entitled to vote at the Annual
Meeting are registered shareholders (or their
proxies or representatives) as at 3.00pm on
Tuesday 26 July 2022. Only the shares registered
in those shareholders’ names at that time may be
voted at the Annual Meeting.
Voting can be done in three ways: By attending
the Annual Meeting and submitting your vote; by
appointing a proxy to vote on your behalf at the
Meeting; or by participating in the Meeting virtually
and voting.
PROXIES, CORPORATE REPRESENTATIVES AND
POWER OF ATTORNEY
Any shareholder may appoint another person or
persons as proxy to attend, and vote on his or her
behalf at the Meeting. If a shareholder wishes to
appoint a proxy to attend and vote in their place,
that shareholder should complete the proxy form
which is enclosed with this Notice of Meeting or
follow the instructions on the proxy form to lodge
a proxy online. Either of the joint holders of a share
may sign the proxy form. A proxy does not have to
be a shareholder in the Company.
The Chairman, the Directors and Chief Executive
Officer offer themselves as proxy to shareholders
and, if given discretion, will vote in favour of the
Resolutions.
A corporation that is a shareholder may appoint a
representative to attend the Meeting on its behalf
in the same manner as that which it could appoint a
proxy. Corporate representatives should bring along
to the Meeting evidence of their authority to act for
the relevant corporation. Any person representing
a shareholder(s) by virtue of a power of attorney
must bring evidence of their authority to vote on
behalf of the shareholder(s) and power of attorney.
Proxy forms must be received by Link Market
Services no later 3.00pm on Tuesday 26 July 2022.
Proxy forms can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Email to meetings@linkmarketservices.com
• Lodged online
ONLINE PROXY VOTING
Shareholders may elect to lodge their proxy
appointment online. You will need to go to the
website of our share registrar, Link Market Services
vote.linkmarketservices.com/PEB. You will be
required to enter your CSN/Holder number and FIN
and follow the instructions from there.
SHAREHOLDER QUESTIONS
Pacific Edge offers the facility for shareholders to
submit questions to the Board in advance of the
Meeting. Questions should be relevant to matters
at the Annual Meeting, including matters arising
from the financial statements, general questions
regarding the performance of Pacific Edge, and
questions with regard to the Resolutions. There
will also be the opportunity for shareholders to ask
questions online during the Meeting.
Please submit questions by completing the
section on the Proxy Form or online, or by email
to investors@pacificedge.co.nz by 3.00pm on
Tuesday 26 July 2022. Please write ‘Questions from
Shareholders’ in the subject line of the email.
PRESENTATIONS AND PACIFIC EDGE FY22
ANNUAL REPORT
The Meeting presentations and voting results
will be released to the NZX and published on the
Company website at www.pacificedgedx.com/
investors/shareholder-meetings/. A copy of Pacific
Edge’s latest Annual Report is publicly available,
and copies of future Shareholder Reports will be
available, on the Company website at https://www.
pacificedgedx.com/investors/investor-center/. You
may, at any time, request a free copy of the most
recent and future Annual Reports. If you wish to do
so, please update your communication preferences
by visiting the Link Investor Centre at www.
linkmarketservices.co.nz. Alternatively, your request
can be emailed to operations@linkmarketservices.
co.nz (Please use “PEB Report” as the subject line
for easy identification) or by contacting Link using
the phone details set out in this letter.
---
LODGE YOUR PROXY
Online
vote.linkmarketservices.com/PEB
Scan & Email
meetings@linkmarketservices.com
Deliver in person
Link Market Services Limited,
Level 30, PwC Tower
15 Customs Street West,
Auckland 1010
Mail
Use the enclosed pre-
addressed envelope or
address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
SCAN THIS QR CODE WITH YOUR SMARTPHONE AND
VOTE ONLINE
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com
PROXY FORM FOR THE 2022 ANNUAL SHAREHOLDERS' MEETING
The Annual Meeting of Pacific Edge Limited (“Pacific Edge”) will be held on Thursday 28 July 2022 at 3:00pm at Fullwood Room,
Dunedin Centre, 1 Harrop Street, Dunedin and online at www.virtualmeeting.co.nz/peb22 via the Link Market Services Virtual Annual
Meeting platform.
If you propose NOT to attend the Annual Meeting physically or online but wish to vote by appointing a proxy please complete and return
this form (please keep it intact) to Link Market Services or complete online no later than 3:00pm on Tuesday 26 July 2022 (being 48
hours before the commencement of the Annual Meeting). Proxy appointment can also be completed online. Please read the instructions
overleaf before completing this form.
APPOINTMENT OF PROXY
A shareholder entitled to attend and vote at the Annual Meeting
is entitled to appoint a proxy or, in the case of a corporate
shareholder, a representative to attend and vote on behalf of
him/her and that proxy or representative need not also be a
shareholder of Pacific Edge. A proxy appointment may be
completed online or in accordance of one of the other methods
listed above. If you do not name a person as your proxy but
have indicated on this form, how you wish to vote, the Chair of
the Meeting will vote, in accordance to your express instructions
only.
Appointing the Chair of the Meeting or a Director as your
proxy
If you wish, you may appoint the Chair of the Meeting, any of
the Directors or the Chief Executive Officer as your proxy. To
do so, please write their position in the box marked “full name
of proxy” e.g. “Chair of Meeting”. If given discretion, they will
vote in favour of the resolutions. If you return this form without
directing the proxy how to vote on any particular resolution, you
will be deemed to have given your proxy discretion as to
whether and how to vote on that resolution, unless specifically
restricted from voting.
ATTENDING THE MEETING
If you propose to attend the Annual Shareholders’ Meeting
please bring this Proxy Form intact to the meeting, the
barcode is required for registration at the meeting. If you
propose to attend the Annual Meeting online via
www.virtualmeeting.co.nz/peb22, you will require your
shareholder number for verification purposes.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
This Proxy Form must be signed by the shareholder or his/ her/
its attorney duly authorised in writing.
Joint holding
This Proxy Form may be signed by, or on behalf of, either of the
joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy of
the power of attorney and a signed certificate of non-revocation
of the power of the attorney, under which it is signed, must be
produced to Pacific Edge with this proxy form (but cannot be
done online).
Company
This Proxy Form must be signed by a Director or a duly
authorised Officer acting under the express or implied authority
of the shareholder, or an attorney duly authorised by the
shareholder.
Go online to vote.linkmarketservices.com/PEB to vote or turn over to complete the Proxy Form
PROXY FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of Pacific Edge Limited
Hereby appoint ____________________________________ of ________________________________________
(e-mail address)
or failing him/her ____________________________________ of ________________________________________
(e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholder Meeting of Pacific Edge Limited to be held, at Fullwood Room, Dunedin
Centre, 1 Harrop Street, Dunedin and online at www.virtualmeeting.co.nz/peb22 at 3:00pm on Thursday 28 July 2022, and at any adjournment of
that meeting. Please indicate with a tick in the appropriate boxes below how you wish your proxy to vote. If you wish, you may appoint as your
proxy the Chair of the Meeting, any other Director or the Chief Executive Officer.
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Tick (P) in box to vote
ORDINARY RESOLUTIONS For Against Proxy Abstain
Discretion
1. That Chris Gallaher, who retires by rotation and is eligible for re-
election, be re-elected as a Director of the Company.
2. That Sarah Park, who retires by rotation and is eligible for re-election,
be re-elected as a Director of the Company.
3. That Tony Barclay, who was appointed as a Director by the Board
during the year, be elected as a Director of the Company.
4. To record the re-appointment of PricewaterhouseCoopers as auditor
of the Company and to authorise the Directors to fix the auditors’
remuneration for the ensuing year.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting physically and online via the virtual annual meeting platform will have the opportunity
to ask questions during the meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a
question online by going to vote.linkmarketservices.com/PEB and completing the online validation process or complete the
question section below and return to Link Market Services. Questions will need to be submitted by 3:00pm on Tuesday 26 July
2022. The Board will address and answer questions at the Annual Meeting.
STEP 4: 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: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question:
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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