Notice of Annual Shareholders Meeting
Dear Shareholder,
Pacific Edge Limited (Company or Pacific Edge) invites
you to join us at our Annual Shareholders’ Meeting on
Thursday 27 July commencing at 10.00am. This will be
held both online and in person in Auckland
We made significant progress in FY 23, with strong
growth in test volumes and operating revenue. However,
in early June these achievements were overshadowed
by an adverse coverage determination that is expected
to result in the ceasing of payment for our Cxbladder
tests by Medicare, the US national health insurance
provider.
We cover this in detail 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, our response to
the adverse coverage determination and ask questions.
Notably, Pacific Edge Diagnostics USA President
David Levison and our Chief Medical Officer, Urologist
Dr Tamer Aboushwareb will be attending and will
also address the meeting and take questions. They
are leading our response to the adverse coverage
determination and driving our strategy to regain
coverage and the adoption of Cxbladder.
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:
10.00am on Tuesday 25 July 2023
Time for determining voting entitlement at the Meeting:
10.00am on Tuesday 25 July 2023
Notice is hereby given that the 2023
Annual Shareholders’ Meeting of
Pacific Edge Limited will be held on
Thursday 27 July 2023, commencing
at 10.00am.
Venue: Link Market Services
Board Room
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Online: www.virtualmeeting.co.nz/peb23
NOTICE OF
2023 ANNUAL
SHAREHOLDERS’
MEETING
AGENDA
1. Chairman, CEO and Executive Presentations
2. Shareholder Discussion
3. Resolutions
To consider, and if thought fit, pass the following Resolutions:
Resolution 1: That Bryan Williams, who retires by rotation and is eligible
for re-election, be re-elected as a Director of the Company.
Resolution 2: 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 Auckland 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
26 June 2023
Please RSVP to the Pacific Edge Annual Shareholders’ Meeting via
Eventbrite to help us cater for the event: https://bit.ly/PEB-ASM2023
Note that you do not need to RSVP to attend the event in person or online.
EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. The Resolutions
to be put before Shareholders 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 are important to support the Company’s strategy and
continued momentum. Directors’ capabilities are considered against a skills matrix (which can be found in
the Company’s 2023 Annual Report), and the Board believes that the current Directors offer valuable and
complementary skill sets.
RESOLUTION 1: RE-ELECTION OF BRYAN WILLIAMS AS A DIRECTOR
FIRST APPOINTED: 1 June 2013
BOARD RESPONSIBILITIES: Non-Executive Independent Director, People and Culture Committee (member),
Nomination 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,
Bryan Williams retires by rotation and being eligible, has offered himself for re-election.
Bryan is an internationally recognised cancer researcher and research administrator, with significant business
experience. He has held a number of governance roles, including with a NASDAQ listed biotechnology
company.
Presently, he serves on the board of two privately held Australian biotechnology companies. Bryan was
Director and CEO of the Hudson Institute of Medical Research. He is currently Emeritus Director and
Distinguished Scientist at the Hudson Institute in Melbourne. He has a BSc (Hons) and PhD in Microbiology
from the University of Otago.
The Board has determined that Bryan Williams is an Independent Director for the purposes of the Listing
Rules and unanimously supports his re-election.
RESOLUTION 2: 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/
peb23.
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.
If you propose to attend the Meeting please bring
the proxy form enclosed with this Notice of Meeting
intact to the Meeting, as it contains a barcode
required for registration at the Meeting.
If you propose to attend the Annual Meeting online
via www.virtualmeeting.co.nz/peb23, you will require
your shareholder number for verification purposes.
VOTING
The only persons entitled to vote at the Annual
Meeting are registered shareholders (or their proxies
or representatives) as at 10.00am on Tuesday
25 July 2023. 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 their 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 by 10.00am on Tuesday 25 July 2023.
Proxy forms can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Deliver in person to Link Market Services Limited,
Level 30, PwC Tower, 15 Customs Street West,
Auckland 1010
• 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 10.00am on
Tuesday 25 July 2023. Please write ‘Questions from
Shareholders’ in the subject line of the email.
PRESENTATIONS AND PACIFIC EDGE FY23
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 2023 ANNUAL SHAREHOLDERS' MEETING
The Annual Shareholders' Meeting ("Annual Meeting") of Pacific Edge Limited (“Pacific Edge”) will be held on Thursday 27 July 2023
at 10.00am at Link Market Services Board Room Level 30, PwC Tower 15 Customs Street West Auckland and online at
www.virtualmeeting.co.nz/peb23 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 10.00am on Tuesday 25 July 2023 (being 48
hours before the commencement of the Annual Meeting). 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
them 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 Meeting without appointing
a proxy, please still bring this Proxy Form intact to the Annual
Meeting, as the barcode is required for registration at it. If you
propose to attend the Annual Meeting online via
www.virtualmeeting.co.nz/peb23, 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 Shareholders' Meeting of Pacific Edge Limited to be held at Link Market Services
Board Room Level 30, PwC Tower, 15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/peb23 at 10.00am on Thursday 27
July 2023, 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 () in box to vote
ORDINARY RESOLUTIONS For Against Proxy Abstain
Discretion
1. That Bryan Williams, who retires by rotation and is eligible for re-
election, be re-elected as a Director of the Company.
2. 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 Shareholders' 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 10.00am on
Tuesday 25 July 2023. 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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