Notice of Annual Meeting of Shareholders 2024

AFT Pharmaceuticals Limited, Level 1, 129 Hurstmere Road, Takapuna, Auckland 0622, New Zealand
Incorporated in New Zealand ARBN 609 017 969



Notice of Annual Meeting of Shareholders 2024


Notice is hereby given that the Annual Meeting of shareholders of AFT Pharmaceuticals Limited (AFT or
the Company) will be held at the Milford Cruising Club, 24 Craig Road, Milford, Auckland, New Zealand,
on Friday, 2 August 2024 commencing at 10.30am (New Zealand time).

Agenda

A Addresses

Our Chairman, David Flacks, and our Founder and Chief Executive Officer, Hartley Atkinson, will
provide an overview of the Company’s performance for the year ended 31 March 2024. There will
also be an opportunity for shareholders to ask questions.

B Resolutions

Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions:

1. That the directors are authorised to fix the fees and expenses of Deloitte as
auditor for the 2025 financial year.


2. That David Flacks be re-elected as a director of AFT Pharmaceuticals Limited.

3. That Dr Ted Witek be re-elected as a director of AFT Pharmaceuticals Limited.

4. That Andrew Lane be elected as a director of AFT Pharmaceuticals Limited.


Each resolution is an ordinary resolution and must be approved by a simple majority of the votes of
those shareholders entitled to vote and voting on the resolution.


See explanatory notes on each resolution below. No shareholder is restricted from voting on any
resolution.

The Board recommends unanimously that you vote in favour of all resolutions.

C General Business

To consider any other matter that may be brought properly before the Annual Meeting.


By Order of the AFT Pharmaceuticals Limited Board




David Flacks
Chairman

27 June 2024

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Explanatory Notes


Resolution 1: Auditor’s Remuneration
Deloitte is automatically reappointed auditor of
the Company at the Annual Meeting pursuant
to the Companies Act 1993. The resolution
sought is to authorise the directors to fix the
remuneration of the auditor pursuant to section
207(S)(a) of the Companies Act 1993.
Resolution 2: Re-election of Mr David Flacks as a
Director
David was appointed as a director by the
shareholders of AFT on 22 June 2015, and was
last re-elected in 2021. In accordance with the
applicable NZX listing rules, David retires by
rotation and, being eligible, offers himself for re-
election as a director of AFT at the meeting. The
Board unanimously supports David’s re-election
and considers David to be an independent
director.
David Flacks
Chairman and Independent Director
David has a number of governance roles and
has been chair of AFT since the IPO in 2015.
David is also chair of the Suncorp New Zealand
group of companies. He is a director of Todd
Corporation and a number of environmentally
focused pro bono organisations.
He is former chair of both the NZ Markets
Disciplinary Tribunal and the NZX Regulatory
Governance Committee; and a former
member of the Takeovers Panel. He is also a
director of boutique corporate law firm Flacks &
Wong.
David was for many years a senior corporate
partner at Bell Gully and was general counsel
and company secretary of Carter Holt Harvey
during the 1990’s. He is a law graduate from
Cambridge University.
Resolution 3: Re-election of Ted Witek as a
Director
Ted was appointed as a director by the
shareholders of AFT on 6 August 2021, and was
last re-elected in 2021. In accordance with the
applicable NZX listing rules, Ted retires by
rotation and, being eligible, offers himself for re-
election as a director of AFT at the meeting. The
Board unanimously supports Ted’s re-election
and considers Ted to be an independent
director.
Dr Ted Witek
Independent Director
Dr. Witek served Boehringer Ingelheim
Pharmaceuticals for nearly 25 years where he held
various pharmacology and clinical research
positions, including Director of Respiratory and
Immunology Clinical Research leading to his roles as
President and CEO of Boehringer Ingelheim’s
Canadian and Portugese operations. He led the
Global Operating Team for Spiriva serving as Co-
Chair of the Global Alliance with Pfizer.
Dr. Witek also was Chief Scientific Officer & Senior
Vice President, Corporate Partnerships, at Innoviva
(Formerly Theravance, Inc.). He also served on the
Board of Directors of Canada’s Research-Based
Pharmaceutical Companies (Rx&D) including Chair
of the Health Technology Assessment and Public
Relations Committee. He was appointed to the
Ontario Health Innovation Council and advisor to the
Design for Health Program at OCAD University. He is
currently Professor & Senior Fellow at the University of
Toronto’s School of Public Health & Leslie Dan Faculty
of Pharmacy. He serves as Director of the DrPH
program. Dr. Witek is the author of more than 100
scientific papers as well as several chapters and
books.
Dr. Witek holds a Doctor of Public Health from
Columbia University and a Master of Public Health
from Yale University and an MBA from Henley
Management College in the UK.
Resolution 4: Election of Andrew Lane as a Director
Andrew was appointed as a director by the Board
on 28 September 2023. In accordance with the
applicable NZX listing rules, Andrew retires and,
being eligible, offers himself for election as a director
of AFT at the meeting. The Board unanimously
supports Andrew’s election and considers Andrew to
be an independent director.
Andrew Lane
Independent Director
Andrew has more than 30 years’ experience of
leadership in the global pharmaceuticals industry
with expertise across a broad range of disciplines
including finance, manufacturing, sales, marketing,
and strategy. Most recently he was Global President
of Abbott Laboratories Pharma Division where he led
a multi-billion-dollar operation that had 30
manufacturing plants, 12 Innovation and
Development sites and 40,000 staff covering more

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than 100 countries. Before that he was Vice
President of Takeda, Asia Pacific, where he
managed the company’s operations in 12
countries, which included three factories and
2,000 staff. He has also held senior roles with
multi-national pharmaceutical companies
Nycomed, DKSH, Novartis, and Sandoz.

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Important Information



Attendance at Meeting
All shareholders registered on the Company’s
share register at 5pm on Wednesday 31
July 2024 are entitled to attend and vote at the
meeting.
Voting and Proxies
Voting at the meeting shall be by way of a poll
of the Company's shareholders entitled to vote
and voting.
A shareholder entitled to attend and vote at
the meeting can appoint a proxy to attend and
vote on that shareholder’s behalf. A proxy
need not be a shareholder. The Chair of the
meeting may be appointed to act as proxy.
If the Chair of the meeting is appointed to act
as proxy and is not directed how to vote, the
Chair will vote in favour of all the resolutions.
If you do not name a person as your proxy but
otherwise complete the proxy form in full or your
named proxy does not attend the meeting, the
Chairman will act as your proxy and will only
vote in accordance with your express direction.
A shareholder wishing to appoint a proxy can
do so by visiting www.investorvote.co.nz
.
Shareholders will be required to enter their
CSN/Holder Number and postcode or country
of residence to complete the online
appointment.
Alternatively, shareholders can appoint a proxy
by completing the enclosed proxy form and
returning it to Computershare Investor Services
Limited by any of the methods specified on the
proxy form.
The proxy form must be received no later than
10.30am on Wednesday 31 July 2024 (being 48
hours prior to the meeting).




Webcast
The Annual Meeting will be webcast live. To view and
listen to the webcast, please visit
AFT 2024 Annual
Meeting webcast
Note that shareholders joining by webcast will not be
able to vote at the meeting or ask questions. In order to
vote you will need to appoint a proxy in accordance
with the above instructions before 10.30am on
Wednesday 31 July 2024.
If you have any questions you would like
considered at the meeting, please send them to
investor.relations@aftpharm.com
in advance of
the meeting.
More Information
If you have any questions, or for more
information, please contact AFT’s Company
Secretary, at investor.relations@aftpharm.com