Notice of Annual Shareholder Meeting

Notice of Annual Shareholder Meeting
Solution Dynamics Limited (SDL)
Thursday 27 October 2022 commencing at 10.30am.
Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held as a hybrid meeting (virtual
and in-person) on Thursday 27 October 2022 commencing at 10.30am in the Company’s offices, 18 Canaveral Drive,
Albany, Auckland, and online at Computershare Meeting Platform https://meetnow.global/nz
Shareholders participating in the Annual Meeting virtually through Computershare’s Virtual Meeting Services web
platform 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 Tuesday 25 October 2022 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:
• Chair and CEO address.
• To receive and consider the annual report for the year ended 30 June 2022, 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 auditors. See Explanatory
Note 2.
2. To re-elect Mr Elmar Toime 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 Ms Lee Eglinton 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 herself for re-election as a director.
Please review Mr Elmar Toime’s and Ms Lee Eglinton’s biographies under Explanatory Note 1.
4. That the directors be authorised to fix the remuneration of the directors of the Company from the close of this
meeting as per the table shown in Explanatory Note 3.

General Business
To consider such other business as may lawfully be raised at the meeting.
Procedural Notes
• Ordinary resolutions: Resolutions 1, 2,3 and 4 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 Tuesday 25 October 2022, 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, 25 October 2022).
»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. However, the chairman will only be able to vote on Resolution 4 in
accordance with your express instructions (see Voting Restrictions in the Explanatory Notes).
• 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, either in-person or virtually, will be given the opportunity to raise questions.
If attending virtually, 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.
»The Company 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 25 October 2022.
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
11 October 2022

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 Elmar Toime and Ms Lee Eglinton retire by rotation and being eligible, offer
themselves for re-election by shareholders at the Annual Meeting.
Director’s Biography – Mr Elmar Toime
Elmar Toime is an independent advisor in the postal and logistics sector. Elmar has held positions as chief executive of
New Zealand Post Limited, executive deputy chairman of Royal Mail, chairman of GLS, a major European courier delivery
service, and a member of the Deutsche Post DHL supervisory board. He is currently a non-executive director of Qatar Post
and he has been a non-executive director of Solutions Dynamics Limited since 2016.
He lives in London and has received a lifetime achievement award for leadership in the postal industry. Elmar holds
qualifications in science and economics from the University of Melbourne and is a Fellow of the Royal Society for the Arts,
Manufactures, and Science in the UK.
Director’s Biography – Ms Lee Eglinton
Lee’s executive roles have included General Manager Australia & NZ and NZ Country Manager of an IT services and
consulting business, where she was employed for seven years. Prior to that, Lee spent thirteen years at IBM NZ &
Australia in a range of roles including Consulting Services, leading the company’s CRM practice, and business analytics and
optimisation. Lee has a broad range of experience across the technology, consumer electronics and telecommunications
sectors. Lee is currently a non-Executive Director of several private companies and small business owner and director
in the Health and Housing sectors. Lee’s experience includes strategy and business transformation, sales performance
and sales management, and applying technology to business and market challenges. Lee has a particular focus on
organisational culture and building high performing teams.
Lee is a member 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.
Explanatory Note 3 – Directors’ fees
The Board comprises four Independent Directors, as well as the Chairman (not Independent). In setting the proposed rates,
the Board commissioned an independent benchmarking review by Ernst & Young of the current level of Directors’ fees. A
summary of Ernst & Young’s advice, together with their attestation of independence, is available on the Company’s website
at “solutiondynamics.com/investor-centre/” under Board Governance.
The proposed structure and rates (all amounts exclusive of GST – if any) are as follows:
Position / Description Current Proposed
Chairman $60,000 $80,000
Independent Director $40,000 $50,000
Audit & Risk Committee Chair $ 7,500 $ 7,500
Hourly rates for abnormal/ particularly
time intensive projects or transactions
outside the scope of typical Board work $250/hour $250/hour
The proposed rates are in line with Ernst & Young’s recommendations but will result in an aggregate Directors’ fee pool
that is less than that outlined in Ernst & Young’s recommendations. The changes result in an expected increase in the total
level of Directors’ fees (not including ad hoc fees) for the current Directors to $287,500 per annum. This represents an
overall increase of $60,000 or 26.4% as compared to the current fee pool, which was approved by shareholders in 2019.
The approval in 2019 noted that the Board would review fees every two years, however, given the COVID pandemic, the
Board elected not to undertake a fee review in 2021. The Board, having considered Ernst & Young’s recommendations,
believes the proposed level of increase is fair and reasonable to the Company and shareholders and will help to attract and
retain highly qualified and suitably experienced directors to the Board.
The directors advise that the proposed fees, if approved will be held static for the next three years (subject to no material
change in the Company’s circumstances).
If Resolution 4 is approved by shareholders, then the set rates above will apply from the close of this meeting.

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
Voting Restrictions
In accordance with NZX Listing Rule 2.11.1, the fees payable to Directors must be approved by an ordinary resolution of
the shareholders. In accordance with NZX Listing Rule 6.3.1, no Director who is intended to receive payment of these fees
or their Associated Persons (as defined under the NZX Listing Rules) can vote on any such resolution, unless casting votes
under an expressly directed proxy of a person who is not disqualified from voting. Consequently, whilst the chairman has
indicated that he intends to vote any undirected proxies in favour of Resolutions 1, 2 and 3, neither he nor his Associated
Persons may vote in favour of Resolution 4. If you appoint the chairman as your proxy, he will only be able to vote on
Resolution 4 in accordance with your express instructions.

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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. However, the chairman will only be able to vote on
Resolution 4 in accordance with your express instructions (see Voting Restrictions
in the Explanatory Notes).
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 Tuesday 25 October 2022, 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
Sole 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 Tuesday 25 October 2022.
VIRTUAL MEETING
Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held as a hybrid meeting
(virtual and in-person) on Thursday 27 October 2022 commencing at 10.30am in the Company’s offices,
18 Canaveral Drive, Albany, Auckland, and online at Computershare Meeting Platform https://meetnow.global/nz.

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 at the Company’s offices, 18 Canaveral Drive, Albany, Auckland, and online at Computershare Meeting Platform
https://meetnow.global/nz on Thursday 27 October 2022 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 Elmar Toime 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 Ms Lee Eglinton 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 herself for re-election
as a director. See Explanatory Note 1.
4.
That the directors be authorised to fix the remuneration of the directors of the Company from the close of
this meeting as per the table shown in Explanatory Note 3.
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):
ATTENDANCE SLIP
Annual General Meeting of Solution Dynamics Ltd to be
held at the Company’s offices, 18 Canaveral Drive, Albany, Auckland,
and online at Computershare Meeting Platform
https://meetnow.global/nz on Thursday 27 October 2022 at 10.30am.

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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 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.