Result of 9 Jan2023 Special Meeting

SOUTHERN CHARTER FINANCIAL GROUP LIMITED
1




9 January 2023


SNC – Special Meeting Result

At the Special Shareholder Meeting of Southern Charter Financial Group Limited (NZX:SNC) held
on 9 January 2023, shareholders were asked to vote on one resolution, which was supported
by the Board.

As required by NZX Listing Rule 6.1, all voting was conducted by a poll.

The resolution passed by shareholders was:
• That, under NZX Listing Rule 5.1.1(a), SNC’s entry into the Licence Agreement and any
related series of transactions to commercialise the rights granted under the Licence
Agreement on the basis described in the Notice of Meeting is approved.

Details of the total number of votes cast are:
Resolution
No.
Resolution For Against Abstain

1
Entry into the Licence
Agreement and any related
series of transactions
444,178,644 500 0

(100.00%) (0.00%)



On behalf of the Board.

John Cilliers
Director
Southern Charter Financial Group
Email: john.cilliers@outlook.co.nz

---

Southern Charter Financial
Group Limited
Special Meeting
9 January 2023

Agenda
•
Welcome and Introductions
•
Formalities
•
Presentation to Shareholders
•
Q&A Discussion
•
Resolutions

Welcome and Introductions

Formalities
•
To help us hold an effective virtual meeting we would appreciate if all
questions can be held until after the presentation.
•
The ensure that voting is accounted for correctly, all votes will be required
to be submitted electronically. For shareholders who have not voted yet via
Link, but still wish to do so after the meeting, please forward your
completed voting form to john.cilliers@outlook.co.nzby no later than 4pm
today. (contact John if you need a form)

Presentation: Extracts from the Notice of
Meeting
hyperion: the opportunity
•
SNC has entered into a conditional licence agreement that grants SNC an
exclusive, worldwide, sub-licensable licence to manufacture, use, sell, distribute,
import and export a self-cleaning, transparent, antimicrobial, surface coating
product. Cost is NZD$6,678.51 pa. plus a royalty of 2.1% in of actual gross
revenue
•
SNC is currently negotiating the terms of an outsourcing services contract with the
Licensor under which SNC proposes to engage the Licensor to set up a pilot
manufacturing facility and recruit the necessary core personnel to initiate the
process to produce the Coating Product on a commercial scale. Indicative cost is
annual fixed fees of approx. NZD400,000 plus sales commission of 30% of GP.
Direct materials costs is additional, dependent on volume produced.
•
The Pilot Outsourcing Agreement is intended to provide SNC with flexibility to
upscale or downscale the manufacturing process depending on SNC’s future
needs.

Presentation:
hyperion: why?
•
Bacteria, viruses and other potentially dangerous microorganisms grow very well
in our environments. In our daily life, there are many items that can spread them,
such as glass door, windows, touchscreen monitor in the car, point-of-sale kiosks
and of course, mobile devices.
•
Cleaning with the use of detergent or soaps provide only a temporary solution.
•
hyperionprovides a long lasting solution.
•
hyperion is an activated Zinc Oxide expressing high reactive oxygen species for
antimicrobial efficacy.
•
insoluble in water, making it extremely durable
•
stable until 420 OC, making it suitable for use in almost all processing.
•
Kills up to 99.99% of microbes on contact. Tested in accordance with the ISO 22196
standards
•
works well in all kinds of conditions, whether high or low heat, with or without natural
light or UV

Presentation:
hyperion: problems with alternative products?
•
Only work on certain groups of bacteria.
•
Often causes bacteria to develop resistance, making future use ineffective.
•
Most are carcinogenic and are unsafe for humans.
•
Consume high energy during manufacturing.
•
Organic-based antimicrobials degrade at high temperatures, whereas metal oxide-
based ones require UV to be effective

Presentation:
hyperion: the difference?
•
hyperion is a metal oxide coating with Zinc Oxide as the active ingredient using
new technology that overcomes the limitations of similar products.
•
hyperion can be applied at low cost.
•
The technology is suitable for use in a variety of commercial applications.
•
It is extremely effective against a broad spectrum of microbes from bacteria to
mold, funguses and yeasts
•
Does not require UV activation
•
The unique technology enables the coating to bind properly with extremely thin
layers, making it suitable for use on glass.
•
Potential wide range of commercial and consumer applications

Presentation: Extracts from the Notice of
Meeting
Possible Risks?
•
Early stage business .
•
Failure to attract customers.
•
Competition and new technologies.
•
Reliance on the Licensor
•
Jurisdictional risk
•
Regulatory risk

Presentation: Extracts from the Notice of
Meeting
Effect of the resolution passing
If the Resolution is passed:
•
The Licence Agreement will commence and SNC will have exclusive, world-wide
rights to manufacture and sell the Coating Product.
•
Subject to agreement of relevant terms, SNC will enter into the Pilot Outsourcing
Agreement with the Licensor, under which the Licensor will provide services to
SNC including the set up of a pilot manufacturing facility for the Coating Products.
•
The SNC Board will monitor the success of the business plan during the pilot
manufacturing stage of the business.
•
SNC will be able to continue seeking similar opportunities in the antimicrobial
sector.

Q&A Discussion

Resolution 1
Approval of Entry into Licence Agreement and related series of transactions. If thought
fit, pass the following resolution as an Ordinary Resolution:
That, under NZX Listing Rule 5.1.1(a), SNC’s entry into the Licence Agreement and any
related series of transactions to commercialise the rights granted under the Licence
Agreement on the basis described in this Notice is approved.
ForOpenAgainst
% of Issued
Capital
Abstain
Votes
443,678,644505,00050086.27%
0
Holders
1171
Percentage
99.89%0.11%0%
Proxies:

Thank you