Pacific Edge Limited logo

Notice of Annual Shareholders Meeting

AGM26 June 2023PEBHealthcare

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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