Notice of 2023 Annual Meeting of Shareholders

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NOTICE OF ANNUAL MEETING

Notice is hereby given that the 2023 annual meeting of shareholders of Southern Charter Financial
Group Limited (SNC) will be held online on Thursday 28 September 2023 at 2:00 pm NZT (Meeting).
VIRTUAL SHAREHOLDER MEETING

To participate in the meeting online please use the following link to SNC’s virtual meeting Zoom platform:
https://us02web.zoom.us/j/81196607133?pwd=UWV1Nk41d3h0UjlIMVN2Z0ZqaTN6UT09
Meeting ID: 811 9660 7133
Passcode: 795306
Shareholders are encouraged to vote via their proxy form before the meeting.
AGENDA
A Chairman’s introduction
B Presentation to shareholders
C Shareholder discussion
D Resolutions: to consider and, if thought fit, to pass the following ordinary resolutions:

1 Election of Kuan Chong Ng: that Kuan Chong Ng, who was appointed as a Director
by the Board during the year, be elected as a director of SNC.

2 Re-election of John Cilliers: that John Cilliers, who retires in accordance with NZX
Listing Rule 2.7.1, and being eligible for re-election, be re-elected as a director of SNC.

3 Auditors: that the Board is authorised to fix BDO Auckland’s fees and expenses as the
auditor of SNC.


Other Business
To consider any other matter that may be properly brought before the meeting.

Proxies
Any shareholder of SNC who is entitled to attend and vote at the meeting may appoint a proxy to attend
and vote on their behalf. A corporation which is a shareholder may appoint a representative to attend
the meeting on its behalf in the same manner as it could appoint a proxy. A proxy does not need to be
a shareholder of SNC. The Chair of the Meeting and any of the Directors are prepared to act as proxy.
Where they are appointed as discretionary proxy, they intend to vote in favour of all of the Resolutions.
To appoint a proxy you should complete and sign the enclosed Proxy Form and either return it by
delivery, mail, or email to the share registrar of SNC:
By delivery:
Southern Charter Financial Group Limited
c/- Link Market Services Limited
Level 30, Pwc Tower
15 Customs Street West
Auckland
By mail:
Southern Charter Financial Group Limited
c/- Link Market Services Limited
PO Box 91976
Auckland 1142

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By email: meetings@linkmarketservices.com (please put the words “Southern Charter
Financial Group Limited Proxy Form” in the subject line for easy identification)

You may also lodge your proxy online at https://investorcentre.linkgroup.nz/voting/SNC. You will require
your CSN/Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to
have signed the Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received by Link Market Services no later than 48 hours before the
meeting, being 2:00 pm on Tuesday 26 September 2023. Online proxy appointments must also be
completed by this time. Registered shareholders at that time will be the only persons entitled to vote at
the meeting and only the shares registered in those shareholders’ names at that time may be voted at
the meeting.
Ordinary Resolutions
Resolutions 1, 2 and 3 are ordinary resolutions. An ordinary resolution is passed by a simple majority of
votes of those shareholders entitled to vote and are voting on the resolutions in person or by proxy.
There are no voting restrictions applicable to the resolutions.

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EXPLANATORY NOTES

Resolution 1: Election of Kuan Chong Ng

Kuan Chong Ng (“KC”), who was appointed as a Director by the Board during the year, offers himself
for election. The Board does not consider Mr Ng to be an Independent Director.

KC has a bachelor’s degree in Finance from Northwest Missouri State University (USA) and an MBA
from the University of South Alabama (USA). KC has a wealth of experience in the information
technology sector. He’s experience extends to work on establishing a personal computing production
plant in Juarez, Mexico in 1998 and setting up logistically strategic warehouses in City of Industry CA,
USA and Frankfurt, Germany. KC subsequently worked in collaboration with the Cambodia Ministry of
Education, Youth and Sports with World Education to help establish computer labs in 317 public schools
using NComputing solution concepts, which became the blueprint for Cambodia computing learning for
students. The NComputing concept was replicated in Laos and later in Myanmar.

KC currently holds an advisory and consulting role for myITworks Sdn Bhd for the APAC expansion
market segment.

KC is not an independent director as he is an advisor and personal assistant to Chang Ku EE, the
Chairman of the Board and majority shareholder of SNC.

The Board unanimously recommends that shareholders vote in favour of Mr Ng’s election as Director.

Resolution 2: Re-election of John Cilliers

John Cilliers retires by rotation in accordance with the Company’s constitution. Being eligible, John offers
himself for re-election at the Annual Meeting. The Board considers Mr Cilliers to be an Independent
Director.

John is an experienced company executive and director in both public and private companies and is a
member of Chartered Accountants Australia and New Zealand. Current directorships include NZX listed
Ascension Capital Limited. John previously held executive finance roles in Pulse Energy, The Lines
Company and The National Institute of Water and Atmospheric Research. His experience includes
financial management, corporate governance and company secretarial services, preparation of statutory
financial reports and managing implementation of systems to support business growth.

The Board unanimously recommends that shareholders vote in favour of Mr Cilliers’s re-election as
Director.


Resolution 3: Auditors

BDO is automatically reappointed as auditor under section 207T of the Companies Act 1993. This
resolution authorises the Board to fix the fees and expenses of the auditor.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/SNC
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1142
Auckland 1010
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 MEETING
The Southern Charter Financial Group Limited Annual Meeting of Shareholders will be held on Thursday, 28 September 2023
commencing at 2:00pm
VIRTUAL SHAREHOLDER MEETING
To participate in the meeting online please use the following link to SNC’s virtual meeting Zoom platform:
https://us02web.zoom.us/j/81196607133?pwd=UWV1Nk41d3h0UjlIMVN2Z0ZqaTN6UT09
Meeting ID: 811 9660 7133
Passcode: 795306
APPOINTMENT OF PROXY
If you are a shareholder entitled to attend and vote at the Annual
Meeting, you are entitled to appoint a proxy or, in the case of a
corporate shareholder, a representative to attend and vote
instead of you. This Proxy Form may be completed online,
mailed, delivered or scanned and emailed in accordance with
the instructions above.
A proxy can be any person of your choice and does not have to
be a shareholder of Southern Charter Financial Group Limited.
If you wish, you can appoint the Chair of the Meeting as your
proxy. The Chair will vote in accordance with your instructions.
If you return this form without appointing a proxy, but have
indicated on this form how you wish to vote, the Chair of the
meeting will vote in accordance with your express instructions.

VOTING OF YOUR HOLDING
Direct your proxy how to vote by making the appropriate election
in respect of each item of resolutions. If you elect “proxy
discretion” on any resolution, you are directing your proxy or
representative to decide how to vote on that resolution on your
behalf. If you elect “abstain” box on any resolution, you are
directing your proxy or representative not to vote on that
resolution. If you make more than one election in respect of a
resolution your vote will be invalid on that resolution. If you return
this form without directing the proxy how to vote on any particular
matter, the proxy may vote as he/she thinks fit or abstain from
voting.

PROXY DISCRETION
If you appoint the Chair of the Meeting or any other Director as
your proxy and also elect “proxy discretion”, you acknowledge
that they may exercise your vote even if they have an interest in
the outcome of that resolution. The Chair of the Meeting and the
Directors intend to vote all discretionary proxies in favour of all
resolutions.
ATTENDING THE MEETING
The 2023 Annual Meeting will be held online only and
shareholders can attend at:
https://us02web.zoom.us/j/81196607133?pwd=UWV1Nk41d3h0
UjlIMVN2Z0ZqaTN6UT09
Meeting ID: 811 9660 7133
Passcode: 795306


SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the security holder must
sign.
Joint holding
This Proxy Form may be signed by either, or on behalf of, the
joint shareholders (or their duly authorised attorney).
Company
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be acting
with the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy
Form.

For your proxy to be effective it must be lodged with Link Market
Services by no later than 2:00pm Tuesday 26 September 2023.

Go online to https://investorcentre.linkgroup.nz/voting/SNC to appoint your proxy, or turn over to complete the
form.

CSN/Holder Number: ..................

*............................*

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I / We being a shareholder(s) of Southern Charter Financial Group Limited

hereby appoint
of



or failing him/her
of

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 Meeting of Shareholders of Southern Charter Financial Group Limited to be held virtually on Thursday 28 September 2023
commencing at 2:00pm and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

ORDINARY RESOLUTIONS


1. That Kuan Chong Ng, who was appointed as a Director by the
Board during the year, be elected as a director of SNC.

2. That John Cilliers, who retires in accordance with NZX Listing
Rule 2.7.1, and being eligible for re-election, be re-elected as
a director of SNC.

3. That the Board is authorised to fix BDO Auckland’s fees and
expenses as the auditor of SNC.



FOR




AGAINST




ABSTAIN PROXY
DISCRETION
And to vote on any resolution to amend the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote as he/she thinks fit. The proxy is
appointed only in respect of the above meeting or any adjournment thereof.

SIGN: 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 & Proxy by mail and wish to receive your future investor communications by email please
provide your email address below.

CSN/Holder Number: ..........................

*.......................*