Notice of Annual Shareholders Meeting
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- BPG — Black Pearl Group Limited: BPG Annual Shareholder Meeting 20242024-07-24
“--- 1 24 July 2024 Dear Shareholder, Please find enclosed notice (Notice) of Black Pearl Group Limited’s (BPG or the Company) annual shareholders’ meeting (Meeting) which will be held virtually via the Virtual Meeting Platform accessible by this link www.virtualmeetin…”
- MPG — Metro Performance Glass: Notice of Annual Shareholders Meeting and Proxy Form2024-08-21
“NZX.MPG, ASX.MPP 22 August 2024 2024 Notice of Annual Meeting and Proxy Form Metro Performance Glass Limited has provided a copy of its 2024 Notice of Annual Shareholders’ Meeting which will be held at MUFG Corporate Markets (formerly Link Market Services), Level 30, Pw…”
- APL — Asset Plus: Notice of annual meeting2024-07-26
“Notice of Annual Meeting Asset Plus Limited (the Company) hereby gives you notice that the 2024 Annual Meeting of Shareholders will be held on Monday, 26 August 2024, commencing at 3.30pm (New Zealand time): (a) online at www.virtualmeeting.co.nz/apl24 (b) at the offices o…”