Pacific Edge Limited logo

Notice of Annual Shareholders Meeting

AGM22 June 2022PEBHealthcare

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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