Pacific Edge Limited logo

Notice of Annual Shareholders Meeting

AGM15 August 2024PEBHealthcare

Notice is hereby given that the 2024
Annual Shareholders Meeting of

Pacific Edge Limited will be held on

Tuesday 24 September 2024,

commencing at 1.00pm at:

Venue:

MUFG Corporate Markets

Board Room

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

Online:

www.virtualmeeting.co.nz/peb24

NOTICE OF

2024 ANNUAL

SHAREHOLDERS

MEETING

Dear Shareholder,

Pacific Edge Limited (Company or Pacific Edge) invites

you to join us at our Annual Shareholders Meeting (ASM)

on Tuesday 24 September commencing at 1.00pm. It

will be held both online and in person in Auckland at the

offices of our share registrar MUFG Corporate Markets,

formerly known as Link Market Services.

In the 2024 financial year we continued to focus on

our strategic initiatives, developing evidence for our

advanced cancer diagnostic tests resulting in inclusion in

clinical guidelines, gaining reimbursement certainty from

Medicare and other healthcare payers and growing market

adoption.

We cover this in detail in our Annual Report, which is

available on our website:

https://www.pacificedgedx.com/news-and-events/

news/2024/pacific-edge-annual-report/

The ASM will provide you with an opportunity to hear

about Pacific Edge’s progress and our response to the

significant developments since we released our Annual

Report in June.

At the time of writing this notice of meeting, we still

do not have clarity on the outcome nor timeline for the

proposed Local Coverage Determination ‘Genetic Testing

for Oncology’ (DL39365) which could impact Medicare

coverage of our tests. If the outcome is released prior to

the meeting, we will have updated the market and we will

be in a position to provide you more detail at the meeting

on its implications for our strategy.

As announced to the NZX in March 2024, the ASM will

also be my last as Chairman and as a Director of the

Company and the last for Independent Director Mark

Green who has elected to step down from the Board at

the conclusion of the meeting. Mark and I are looking

forward to sharing our reflections on our time with the

company.

If you elect to attend the Meeting virtually, you will be

able to watch the Meeting live, vote and ask questions

online. Shareholders may also submit questions ahead

of the meeting. 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/MUFG/MUFG_

VirtualMeetingGuide.pdf.

If you cannot attend, we encourage you to complete and

lodge the attached 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

AGENDA
1. Chairman, CEO and Executive Presentations

2. Shareholder Discussion

3. Resolutions

To consider, and if thought fit, pass the following resolutions:

RESOLUTION 1: To record the re-appointment of PricewaterhouseCoopers as auditor of the

Company and to authorise the Directors to fix the auditor’s remuneration for the ensuing year.

RESOLUTION 2: That Anna Stove who retires by rotation and is eligible for re-election, be re-elected

as a Director of the Company.

RESOLUTION 3: That Anatole Masfen who retires by rotation and is eligible for re-election, be

re-elected as a Director of the Company.

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 released to the NZX and ASX on the day of the meeting

and will be available to view on the Company’s website www.pacificedgedx.com.

By Order of the Board of Directors,

Chris Gallaher

Chairman

15 August 2024

Please RSVP to the Pacific Edge Annual Shareholders Meeting via Eventbrite to help us cater for the

event: https://www.eventbrite.co.nz/d/new-zealand--auckland/pacific-edge/

Please note you do not need to RSVP to attend the event in person or online.

IMPORTANT DATES

1.00pm, Sunday, 22 September 2024 Latest time for receipt of proxy forms and questions

5.00pm on Friday 20 September 2024 Record date and time for determining voting

entitlements at the Meeting

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.

RESOLUTION 1: 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.

DIRECTOR ELECTIONS AND RE-ELECTION

Independent Directors Anna Stove and Anatole

Masfen, in accordance with the Listing Rules governing

the tenure of Directors, are retiring by rotation and

being eligible are offering themselves for re-election.

Meanwhile, as announced to the NZX and ASX on

14 March 2024, Independent Chairman Chris Gallaher

and Independent Director Mark Green have notified

the Pacific Edge Board of their intention to retire.

Mr Gallaher, in line with his long-standing plans for

an orderly succession, has resolved to retire from

the Board following the appointment of a successor

Chairman and a structured handover. Mr Green, who is

moving with his family to New York, wishes to reduce

his New Zealand governance commitments and is to

step down at the conclusion of the meeting, leaving

his position vacant.

In the 2024 financial year, the Pacific Edge Board,

as part of its programme of self-appraisal, reviewed

the skills, capabilities, experience, and knowledge

required for the Board to provide effective oversight

of the Company’s strategy and support its commercial

progress.

The outcome of the review is summarised in the skills

matrix published in the latest Annual Report. It is on

the basis of this review, and the Board’s broader self-

review process, that Directors unanimously support

the re-election of Anna Stove and Anatole Masfen as

Directors of the Company. This review is also informing

the ongoing process, led by the Board’s Nomination

Committee, to recruit new Directors.

The Board acknowledges that, due to the retirement

of Mark Green, it will have one less Director than its

historical complement of seven Directors. However, the

Board is confident that it can continue to provide the

necessary oversight and support to the Company as it

considers the recruitment of new Directors.

RESOLUTION 2: RE-ELECTION OF ANNA STOVE

AS A DIRECTOR

FIRST APPOINTED: 15 March 2021

BOARD RESPONSIBILITIES: Non-Executive

Independent Director, People and Culture

Committee (Chair)

NZX Listing Rule 2.7.1 provides 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, Anna

Stove retires by rotation and being eligible, has offered

herself for re-election.

Anna has a successful track record in leading and

driving transformational change within the Healthcare

sector. She has significant Global business experience

having held a variety of senior executive roles within

Asia Pacific and Europe. Prior to stepping down from

corporate life, Anna was the NZ General Manager of

GlaxoSmthKline. She is now committed to growing

businesses through best practice governance. Anna is

also Chair of Rua Bioscience and TAB NZ.

The Board has determined that Anna is an

Independent Director for the purposes of the Listing

Rules and unanimously supports her re-election.

RESOLUTION 3: RE-ELECTION OF ANATOLE

MASFEN AS A DIRECTOR

FIRST APPOINTED: 1 April 2008

BOARD RESPONSIBILITIES: Non-Executive

Independent Director, People and Culture Committee

(Member), Capital and M&A Committee (Member)

NZX Listing Rule 2.7.1 provides 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,

Anatole Masfen retires by rotation and being eligible,

has offered himself for re-election.

Anatole is the co-founder of Artemis Capital, a

private equity investment firm based in Auckland. He

graduated from the University of Auckland with an

MCom (Hons) in Finance and Economics.

Following that he spent eight years with Air New

Zealand (and later the merged entity with Ansett

Australia) holding senior positions in Pricing, Revenue

Management and Systems implementation.

Anatole is a Director of numerous private companies

and has significant knowledge of financial capital

markets. As a long-standing Director of Pacific

Edge and an investor in numerous medical and tech

companies, Anatole has a detailed knowledge of the

medical sector and future trends, in particular human

sciences and disruptive technologies.

The Board has determined that Anatole is an

Independent Director for the purposes of the Listing

Rules. It is acknowledged that Anatole has been a

Board member for more than 16 years. While this

tenure is beyond the 12-year period identified in the

NZX Corporate Governance Code as a factor that may

cause questions on independence, the Board values

the extensive knowledge Anatole brings to the Board

table. The Board is satisfied that he continues to bring

independent judgment to bear on issues before the

Board and acts in the best interests of the Company

and represents the interests of its shareholders

generally. The Board therefore unanimously supports

his re-election.

IMPORTANT INFORMATION
ATTENDING THE ANNUAL MEETING

Shareholders will be able to attend the Meeting in

person, or will be able to attend and participate at

the Meeting virtually via an online platform provided

by Pacific Edge’s share registrar MUFG Corporate

Markets (formerly Link Market Services) at:

www.virtualmeeting.co.nz/peb24.

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/MUFG/MUFG_

VirtualMeetingGuide.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/peb24; 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: 5.00pm on Friday 20 September

2024. 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:

1. by attending the Annual Meeting and submitting

your vote;

2. by appointing a proxy to vote on your behalf at

the Meeting; or

3. 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 MUFG Corporate

Markets by 1.00pm on Sunday 22 September 2024.

Proxy forms can be lodged by:

• Post to PO Box 91976, Auckland 1142

• Deliver in person to: MUFG Corporate Markets,

Level 30, PwC Tower, 15 Customs Street West,

Auckland 1010

• Email to meetings@linkmarketservices.com

• Lodged online (see below)

ONLINE PROXY VOTING

Shareholders may elect to lodge their proxy

appointment online. You will need to go to the website

of our share registrar, MUFG Corporate Markets:

www.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 1.00pm on Sunday 22 September

2024. Please write ‘Questions from Shareholders’ in the

subject line of the email.

PRESENTATIONS AND PACIFIC EDGE FY24 ANNUAL

REPORT

The Meeting presentations and voting results will

be released to the NZX and ASX 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 MUFG Investor Centre

at www.linkmarketservices.co.nz. Alternatively,

your request can be emailed to operations@

linkmarketservices.com (please use ‘PEB Annual

Report’ as the subject line for easy identification)

or by contacting MUFG Corporate Markets (formerly

Link Market Services) on +64 9 375 5998.

---

LODGE YOUR PROXY
Online

vote.linkmarketservices.com/PEB

Scan & Email

meetings@linkmarketservices.com


Deliver in person

MUFG Corporate Markets,

Level 30, PwC Tower

15 Customs Street West,

Auckland 1010

Mail

Use the enclosed pre-

addressed envelope or

address to:


MUFG Corporate Markets

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 2024 ANNUAL SHAREHOLDERS MEETING


The Annual Shareholders Meeting (“Annual Meeting”) of Pacific Edge Limited (“Pacific Edge”) will be held on Tuesday, 24 September

2024 at 1.00pm at MUFG Corporate Markets (formerly Link Market Services) Board Room Level 30, PwC Tower, 15 Customs Street

West, Auckland and online at www.virtualmeeting.co.nz/peb24 via the MUFG Corporate Markets 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 MUFG Corporate Markets (formerly Link Market Services) or complete online no later than 1.00pm on

Sunday, 22 September 2024 (being 48 hours before the commencement of the Annual Meeting). Proxy appointment can also be

completed online. 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

him/her 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, e.g., “Chair of Meeting” in the

section ‘Step 1: Appoint a proxy to vote on your behalf’ (there

is no need to provide an email address). 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 Shareholders Meeting

please bring this Proxy Form intact to the meeting, the barcode

is required for registration at the meeting. If you propose to

attend the Annual Meeting online via

www.virtualmeeting.co.nz/peb24, 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 MUFG Corporate

Markets (formerly Link Market Services) Board Room Level 30, PwC Tower 15 Customs Street West Auckland and online at

www.virtualmeeting.co.nz/peb24 at 1.00pm on Tuesday, 24 September 2024, 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. 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.


2. That Anna Stove who retires by rotation and is eligible for re-election,

be re-elected as a Director of the Company.


3. That Anatole Masfen who retires by rotation and is eligible for re-

election, be re-elected as a Director of the Company.







STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual 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 MUFG Corporate Markets. Questions will need to be submitted by 1.00pm on Sunday, 22

September 2024. 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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