Notice of Annual Shareholder Meeting

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

Notice of Annual Shareholder Meeting
Solution Dynamics Limited (SDL)

Thursday 22 October 2026 commencing at 10.30am.

Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held as a hybrid
meeting (virtual and in person) on Thursday 22 October 2026 commencing at 10.30am in the Company’s
offices, 18 Canaveral Drive, Albany, Auckland, and online at Computershare Meeting Platform
https://meetnow.global/nz
Business
The business of the meeting is:
• Chairman’s and Company update address.
• To receive and consider the annual report for the year ended 30 June 2026, together with the financial
statements and auditor’s report.

Resolutions
To consider, and if thought fit, to pass, the following ordinary resolutions:
1. To re-elect Mr John McMahon, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX
Listing Rules and in accordance with the Company’s constitution, and being eligible, offers himself for re-
election as a director. Please review Mr John McMahon’s biography under Explanatory Note 1.
2. To elect Mr Patrick Brand, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX Listing
Rules and in accordance with the Company’s constitution, and being eligible, offers himself for election as
a director. Please review Mr Patrick Brand’s biography under Explanatory Note 2.
3. That the Board be authorised to fix the remuneration of Baker Tilly Staples Rodway as the Company’s
auditors for the 2027 financial year. See Explanatory Note 3.
4. That shareholders approve and authorise the Company to make one or more offers to acquire (on-market)
up to an additional 15% of its fully paid ordinary shares, over and above the shares that may be acquired
by means of the Company’s existing on-market share buyback programme through the NZX, in accordance
with section 60(1)(b)(ii) (read together with section 61) of the Companies Act 1993 and NZX Listing Rules
4.14(d) and 4.16.1, on the terms and conditions set out in Explanatory Note 4 accompanying this Notice of
Meeting.

General Business
To consider such other business as may lawfully be raised at the meeting.
VIRTUAL MEETING INSTRUCTIONS

Shareholders participating in the Annual Meeting virtually through Computershare’s Virtual Meeting
Platform will need their CSN or holder number which can be found on their Proxy/Voting Form or at the top
of your email.
To access the virtual meeting, click ‘Go’ under the Solution Dynamics Limited meeting and then click ‘Join
Meeting Now’. Please refer to the accompanying Virtual Meeting Guide for more information.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9
488 8777 between 8.30am and 5.00pm Monday to Friday.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

Audio will stream through your selected device, so shareholders will need to ensure that they have the volume
control on their headphones or device turned up.
Shareholders will be able to view the presentations, vote on the resolutions and ask questions, by using their
own computers or mobile devices.
Shareholders will still be able to cast a postal vote or appoint a proxy to vote for them as they otherwise
would, by following the instructions on the Proxy Form and this Notice of Annual Shareholder Meeting.
Shareholders may submit questions to be considered at the Annual Meeting.

Proxies and representatives
If you are unable to attend the Meeting online, you may appoint a proxy or representative (in the case of a
corporate shareholder) to attend and vote on your behalf. The notice appointing a proxy or representative
must be received by Computershare Investor Services Limited not later than 10.30am on Tuesday 20
th
of
October 2026 by any of the following means:
• Online: visit www.investorvote.co.nz and follow the instructions or, if you have a Smartphone, by scanning
the QR code on the first page of the proxy form attached to this Notice of Meeting and following the
prompts.
• Email: corporateactions@computershare.co.nz with “SDL Proxy” in the subject line
• Mail: Post your completed form to Computershare Investor Services Limited, Private Bag 92119 Victoria
Street West, Auckland 1142.


Procedural Notes
• Ordinary resolutions: Resolutions 1, 2 and 3 must be passed by an ordinary resolution of shareholders
(i.e., by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution
at the Annual Meeting).
• Persons entitled to vote: The only persons entitled to exercise votes at the Annual Meeting will be those
who are registered as shareholders at 5.00pm on Tuesday 20
th
of October 2026, and only the shares
registered in those shareholders’ names at that time will carry a right to vote at the meeting. This does
not limit the right of eligible shareholders to appoint a proxy (or, if they are a company, a corporate
representative).
• Proxies:
o All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead.
o A proxy need not be a shareholder of the Company they can be any person of your choice, and
you may appoint the chairperson of the meeting or any other director to act as proxy. If you
have inadvertently not named a proxy, or your named proxy does not attend the meeting, the
chairperson will be your proxy and vote in accordance with your expressed direction.
o A Proxy Form is enclosed and to be effective must be lodged at the registered office of the
Company at least 48 hours before the meeting is due to begin, being prior to 10.30am on
Tuesday, 20
th
October 2026.
o A proxy will vote as directed in the Proxy Form or, if voting is left to the proxy’s discretion, then
the proxy will decide how to vote on the resolutions.
o If you wish to appoint a director, as your proxy, the Company’s chairman (John McMahon) is
willing to act on your behalf. If the chairman is appointed as proxy and the voting is left to his
discretion, the chairman intends to vote in favour of each of Resolutions 1, 2 and 3. If a proxy is
given discretion to vote on a resolution, but the proxy is restricted from voting on that resolution,
the proxy must not exercise discretion on such resolution.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

• Representatives: A body corporate which is a shareholder may appoint a representative to attend the
Annual Meeting on its behalf in the same manner as that in which it could appoint a proxy.

• Shareholder questions:
o Shareholders attending the meeting virtually will be given the opportunity to raise questions.
Please refer to the instructions in the attached Virtual Meeting Guide on how to ask a question.
Shareholders may also submit written questions to be addressed at the meeting. During the
meeting, the Board intends to answer as many of the most frequently asked questions as is
reasonably practicable. The main themes will be aggregated and responded to at the Annual
Meeting. Written questions should be sent by post to the Company Secretary, Solution Dynamics
Limited, PO Box 301248, Albany 0752 or by email to susiewa@solutiondynamics.com – with
Annual Meeting Question in the subject line. Please also include your name and shareholder
number.
o SDL reserves the right not to address questions that, in the chairman’s opinion are not
reasonable in the context of an Annual Meeting.
Presentations
The presentations from the Annual Meeting will be released to the NZX and published on the Company’s
website at https://solutiondynamics.com/about/investor-center/, on or during the Annual Meeting. A
summary of the Annual Meeting and the results of voting will be released to the NZX as soon as practicable
following the close of the Annual Meeting.

Explanatory Notes
Explanatory notes in respect of the resolutions are set out overleaf.
By Order of the Board of Directors
Solution Dynamics Limited
24 September 2026

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

Explanatory Notes
Explanatory Note 1 – Re-Election of John McMahon
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance with the Company’s constitution a director
of an issuer must not hold office (without re-election) past the third annual meeting following the director’s
appointment or 3-years, whichever is longer. In this case, Mr John McMahon retires by rotation and being
eligible, offers himself for re-election by shareholders at the Annual Meeting.

Director’s Biography – Mr John McMahon
John has experience in the publishing, transport and software industries and was an equity analyst for over 18
years covering the telecommunications, media, industrials, gaming and transport sectors. He was also Head of
Equities for an institutional broker, Managing Director of ASB Securities and now manages his own investment
portfolio.

John is a non-independent director due to his association with Meta Capita Limited, the largest shareholder in
Solution Dynamics, with a stake of approximately 11%. The Board believes that this shareholding aligns his
interests well with those of Solution Dynamics’ shareholders’ interests. The Directors consider that John’s
broad analytical and commercial experience, including as a director of other NZX-listed companies, along with
his understanding of the Company's products, markets and strategy, mean that he is the right person to lead
the Board.
John holds a Bachelor of Commerce (Hons), an MBA, and is a Chartered Financial Analyst (CFA). He is a director
of NZX-listed AoFrio Limited and is the Chair of New Zealand's stock exchange, NZX Limited.


Explanatory Note 2 – Election of Patrick Brand

The appointment of Patrick Brand as a director by the Board, with effect from 1st January 2026, was
announced on 18 December 2025. Under Solution Dynamics’ constitution, a director appointed by the Board
holds office only until the next Annual Meeting and needs to be elected as a director by shareholders at that
meeting if they are to remain in office as a director. Pat has confirmed that he is willing to continue to serve as
a director if elected and therefore, being eligible, offers himself for election by shareholders at the Annual
Meeting.
Because Pat was previously the CEO and therefore was within the last three years, employed in an executive
role, the Board having regard to the factors described in the NZX Corporate Governance Code is of the view
that he is not an independent director.

Director’s Biography – Mr Patrick Brand

Pat was CEO of Solution Dynamics from November 2021 to December 2025 and retired due to family medical
issues. Pat helped steer SDL through COVID and continued Nelson Siva’s legacy of transitioning more of the
business to software and digital solutions versus legacy print and mail.

Pat was and continues to be instrumental in securing and growing Pitney Bowes as a global customer. The
nGAGE product development program was initiated under Pat and is a key focus for growth in the dental
communications market. The company built significant cash reserves during Pat’s tenure as he realigned the
cost structure to the business opportunities.

Pat brings to the SDL Board and management his deep knowledge of the North American market, his
relationships with key customers including Pitney Bowes, and strategic input and support for international
product and customer initiatives.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

Prior to joining SDL in 2018, Pat was a corporate officer of Pitney Bowes capping a 35 year career leading
global businesses, managing products, and in sales and marketing roles. Pat previously worked for Deloitte as a
Certified Public Accountant and Management Consultant.




Explanatory Note 3 – Auditor’s Remuneration
Baker Tilly Staples Rodway is reappointed as the auditor of the Company under section 207T of the Companies
Act 1993. This resolution authorises the Board to fix the fees and expenses of the auditor for the 2026
financial year. The Board unanimously supports resolution 3 and recommends that shareholders vote in
favour of it at the meeting.


Explanatory Note 4. Proposed Additional Share Buyback Programme

In March 2025, the Company implemented an on-market share buyback programme which expired on 24
March 2026 with 236,868 shares acquired. That programme was rolled over in March 2026 for up to a further
12 months, or until a maximum of 5% of the number of shares on issue have been acquired, whichever
happens first. The reason for the rollover was that the Board considered the same factors that were relevant
in March 2025 continued to apply and that the Company’s share price does not appropriately reflect the value
of either or both of the Company’s business or its assets.

Since the programme was rolled over in March 2026, an aggregate of 301,257 shares (2.08% of the number of
shares on issue) have been bought back.

The Board considers that continuing to repurchase the Company’s shares at current market prices is likely to
be value-positive for shareholders. As a result, the Board proposes to continue and extend the share buyback
programme, by means of a top-up of additional 15% of the number of shares on issue over (to be acquired on-
market share buyback through the NZX) and above the shares that may be acquired by means of the
Company’s existing on-market share buyback.

Whilst it is not required to do so by the NZX Listing Rules, the Board is seeking shareholder engagement (aka a
shareholder mandate) for this top-up by putting it to a shareholder vote.

The proposed top up to the share buyback programme will be made in compliance with section 60(1)(b)(ii)
(read together with section 61) of the Companies Act 1993 and NZX Listing Rules 4.14(d) and 4.16.1. The
primary intent of the top up to the share buyback programme is to provide the Company with the optionality
of buying shares back on-market, through NZX’s order matching market and in compliance with the Companies
Act 1993.

The Company notifies shareholders that, in accordance with sections 60(1)(b)(ii) and 61 of the Companies Act
1993, the Company may acquire (on-market) up to a further 2,172,441 ordinary shares (15.0% of the
outstanding ordinary shares as at 24 March 2026 – when the Company’s existing on-market share buyback
was rolled over) over and above the shares that may be acquired by means of the Company’s existing on-
market share buyback through the NZX. These additional shares may be bought on-market, and the combined
total of further on-market purchases will not exceed an aggregate of 2,896,588 (20.0% of the outstanding
ordinary shares). Purchases will not be made from Employees or Directors of the Company or Associated
Persons of Directors.

The shares will be acquired (on-market) at prices that are in line with the prevailing market price from time to
time.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com


The Company will always disclose the number of shares, and the price at which it bought them, on-market,
before 10:00 am on the business day following the purchase being made.

The directors will regularly reassess the situation, including market conditions, its prevailing share price,
available investment opportunities and all other relevant considerations and seek to purchase shares at prices
that in their view represent the best value for shareholders. Consequently, the Company reserves the right to
vary, suspend without notice, or terminate the share buyback programme at any time.

The directors believe that, depending on market conditions and the Company’s then current share price,
having the top up to the Company’s existing on-market share buyback through NZX is a positive way of
improving shareholder value and is fair to the Company and all shareholders.

The disclosure document required under the Companies Act 1993 is attached as Annexure A.

Voting Restrictions Statement (NZX Listing Rule 6.3.1)

Pursuant to NZX Listing Rule 6.3.1, the Company is required to disclose whether any shareholders are subject
to voting restrictions on any resolutions put before the meeting. This requirement is only relevant to
Resolution4.

For Resolution 4: There are no voting restrictions applicable to this resolution. All shareholders of the
Company are entitled to vote on Resolution 4, either in person, by postal vote, or by proxy, and all valid votes
will be counted.

For completeness, despite the fact that shares will not be bought back (under either share buyback
programme) from Employees or Directors of the Company or Associated Persons of Directors, the Board has
determined that the share buyback programme does not trigger any question as to the significant likelihood
that it will result in any person, or group of Associated Persons, immediately or in the future, either:

 increasing their percentage control over the total votes attaching to Company shares above one of the key
control thresholds in NZX Listing Rule 4.13.1(a) (i.e. 20%, 25%, 50%, 75% or 90%); or
 obtaining or materially increasing their ability to exercise effective control of the Company.
Consequences if Resolution 4 is NOT Passed:

If Resolution 4 is not passed, the Company will continue to implement its existing on-market share buyback
programme for up to a further 12 months (until 24 March 2027) or until a maximum of 5% of the number of
shares on issue have been acquired, whichever happens first. However, the Company will not be able to make
offers to acquire (on-market) up to the additional 15% of the number of shares on issue for which approval is
being sought under Resolution 4.

There will be no fees or costs associated with the inability to implement the proposed additional share
buyback.

The Board does not have a view about any strategic impact or market perceptions of the possibility of the
Company being unable to implement a top-up to the Company existing on-market share buyback programme
in a manner that it considers likely to be value-positive for shareholders.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

ANNEXURE A
COMPANIES ACT DISCLOSURE DOCUMENT FOR SHARE BUYBACK PROGRAM

The Board proposes to continue and extend the Company’s existing on-market share buyback programme, by
means of a top-up to acquire (on-market) an additional 15% of the number of shares on issue over and above
the shares that may be acquired by means of the Company’s existing on-market share buyback through the
NZX.

The Board considers it appropriate for SDL to continue and expand the share buyback programme and reserve
the right to buy back up to a further 2,172,441 (15%) of SDL’s shares on issue. This, together with the on-
market share buyback programme, would represent approximately 20.0% of the outstanding shares (as at 24
March 2026 – when the Company’s existing on-market share buyback was rolled over). These shares may only
be bought on-market, and the combined total of further on-market purchases, including those purchased
under the Company’s existing on-market share buyback through the NZX, may not exceed 2,896,588 (20%) of
the number of shares on issue (as at 24 March 2026 – when the Company’s existing on-market share buyback
was rolled over).

Purchases may also not be made from any person who is a Director, Associated Person of a Director or an
Employee (as those terms are defined in the NZX Listing Rules) of SDL. This Disclosure Document sets out the
information that the Companies Act 1993 requires be provided to shareholders annually while a share buyback
programme continues.

Terms of the Offer

On-market Buyback – sections 60(1)(b)(ii) and 61 of the Companies Act 1993

 SDL may make one or more offers on the NZX market to all shareholders to acquire up to 2,172,441 (15%)
of the shares in SDL, pursuant to section 60(1)(b)(ii) (read together with section 61) of the Companies Act
1993. This is on the basis that the combined total of further on-market purchases will not exceed an
aggregate of 2,896,588 (20.0% of the outstanding ordinary shares).
 Offers may be made between 23rd October 2026 and 24 March 2027.
SDL will pay the prevailing market price for the shares at the time of purchase. SDL is not obliged to make
offers and reserves the right to cease doing so at any time.


Other information applicable to on-market buybacks

Buybacks will not be made from any person who is a Director, Associated Person of a Director or an Employee
(as those terms are defined in the NZX Listing Rules) of SDL and the aggregate number of shares, including
those purchased under the Company’s existing on-market share buyback through the NZX, will not exceed 20%
of the shares on issue as at the 24 March 2026 (being the date on which the Company’s announced its existing
on-market share buyback through the NZX).

SDL will not purchase any shares while it possesses any information that is materially price-sensitive but not
publicly available. If SDL has price sensitive information, it will cease acquiring shares until the information is
publicly disclosed or ceases to be materially price sensitive.

Shares bought back will be cancelled – and not held as Treasury Stock.

All on-market offers will be designed so that the proceeds of sales will not be taxable as dividends whilst off-
market offers may be taxable as dividends, and imputation credits will not be attached to the proceeds.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

Shareholders who have special tax status, as a result, for example, of trading securities professionally, should
consult their tax advisers.

Resolutions

To initiate the proposed offer the Board unanimously resolved on 23 September 2026, amongst other things:

1. To continue and extend the Company’s existing on-market share buyback through the NZX at prices
that are in line with the prevailing market price from time to time, and reserve the right to make one
or more offers on the NZX market to all shareholders to acquire up to a further 2,172,441 ordinary
shares (15% of the share on issue) in the Company pursuant to sections 60(1)(b)(ii) and 61 of the
Companies Act 1993 (the Companies Act) in the ensuing 12 months. This is on the basis that the
combined total of further on-market purchases will not exceed an aggregate of 2,896,588 (20.0% of
the outstanding ordinary shares).

2. To pay the prevailing market price for the shares at the time of purchase, from time to time.

3. That in respect of any offer made pursuant to sections 60(1)(b)(ii) and 61:

 The acquisition is in the best interests of the Company;
 The acquisition is of benefit to the remaining shareholders;
 The terms of the offer and the consideration offered for the shares are fair and reasonable to the
Company; and
 The terms of the offer and the consideration offered for the shares are fair and reasonable to the
remaining shareholders.

4. That, for the purposes of buybacks effected under Resolution 3, the Directors are not aware of any
information that will not be disclosed to the Company’s shareholders:

 That is material to an assessment of the value of the shares; and
 As a result of which the terms of the offer and consideration offered for the shares are unfair to
the shareholders accepting the offer.

5. That the reasons for the Directors’ conclusions in Resolution 3 are:

 To maximise shareholder value. Acquiring shares when the Company’s share price does not
appropriately reflect the value of either or both of the Company’s business or its asset may be
considered by the Board (taking into account prevailing circumstances) to be an efficient use of
capital; and
 Shareholders have total discretion to choose whether to participate in the share buyback
programme. There is no pressure to sell to the Company; and
 The share buyback programme will not run during blackout periods (as defined in SDL's Share
Trading Policy and Guidelines) which include, but are not limited to, blackout periods in respect
of the Company's full-year and half-year results announcements. This is to ensure that it does
not acquire shares during the period when material price sensitive information is known to the
Company but is not available to shareholders.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

6. That the Board is satisfied that the Company will, immediately after acquiring the shares, satisfy the
solvency test applied under section 52 of the Companies Act.

7. That any two directors are hereby authorised to sign such documents and do such other things as
may be necessary or appropriate to complete the share buyback programme.

8. The number of shares purchased under the new buyback programme and the average price, will be
notified to the NZX on the business day following the date on which those shares are bought back.
Shares bought back will be cancelled upon acquisition, so the number of shares on issue will reduce
accordingly.

Directors’ Interests
Ordinary shares (as at 24 September 2026)

Relevant interests held
John McMahon 1,600,658
Lee Eglinton 18,000
Andrew Preece 53,000

This Disclosure Document is provided pursuant to section 61(5) of the Companies Act 1993 and complies with
sections 62 and 64 of the Companies Act 1993.

---

Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
All shareholders of the Company entitled to attend and vote at the virtual meeting
are entitled to appoint a proxy to attend and vote for them instead. A proxy need
not be a shareholder of the company. If you wish to appoint a director, as your
proxy, the Company’s Chairman (John McMahon) is willing to act on your behalf.
To do this, enter ‘the chairman’ or the name of your proxy in the space allocated in
‘Step 1’ of this form. If the chairman is appointed as proxy and the voting
is left to his discretion, the chairman intends to vote in favour of each
of the resolutions.
Voting on your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item. A proxy
will vote the shares for which they are proxy as directed in the Proxy/Voting Form
or, if voting is left to the proxy’s discretion, the proxy will decide how to vote on the
resolutions (or on any motions from the floor moved at the meeting). If a proxy is
given discretion to vote on a resolution, but the proxy is restricted from voting on
that resolution, the proxy must not exercise proxy discretion on such resolution.
The only persons entitled to exercise votes at the meeting will be those who are
registered as shareholders at 5.00 pm on Tuesday, 20 October 2026, and only
the shares registered in those shareholders’ names at that time will carry a
right to vote at the meeting. This does not limit the right of eligible shareholders to
appoint a proxy (or, if they are a company, a corporate representative).
Attending the Meeting Virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting
Guide prior to the meeting. You can participate in the meeting virtually through
the Computershare Meeting Platform https://meetnow.global/NZ. You will be able
to view presentations, ask questions and cast your vote from your own computer,
mobile or similar device.
For any assistance with the online process, you may contact Computershare on
+64 9 488 8777 between 8.30am-5.00pm Monday to Friday.
Attending and voting in person
You should bring this Proxy/Voting Form to the meeting and hand this form to
Computershare our share registry at the entrance to the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them
on a separate sheet of paper and return with this form or alternatively you
may send your questions via email to the Company Secretary
susiewa@solutiondynamics.com. Please also include your name and
shareholder number.
Lodge your Proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
Auckland, New Zealand 1142
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.30am on Tuesday, 20 October 2026.
VIRTUAL MEETING
Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held as a hybrid meeting (virtual and in-person)
on Thursday, 22 October 2026 commencing at 10.30am in the Company’s offices, 18 Canaveral Drive, Albany, Auckland,
and online at Computershare Meeting Platform https://meetnow.global/nz.

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Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
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 Solution Dynamics
Ltd to be held at the Company’s offices, 18 Canaveral Drive, Albany, Auckland, and online at Computershare Meeting Platform https://meetnow.global/nz on
Thursday, 22 October 2026 at 10.30am or at any adjournment of that meeting.
I/We being a shareholder/s of
Solution Dynamics Ltd
Please note: If no voting direction is provided for a resolution, the proxy may vote or abstain on that resolution as the proxy thinks fit, unless
otherwise required by law. If the proxy appointed by you does not attend the meeting, the Chair of the Meeting is appointed as your proxy and may
vote or abstain on your behalf in accordance with any voting directions given or, where no direction is given, at the Chair’s discretion.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.To r
e-elect Mr John McMahon, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX
Listing Rule and in accordance with the Company’s constitution, and being eligible, offers himself for
re-election as a director. Please review Mr John McMahon biography under Explanatory Note 1.
2.To elect Mr Patrick Brand, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX Listing
Rules and in accordance with the Company’s constitution, and being eligible, offers himself for election as a
director. Please review Mr Patrick Brand’s biography under Explanatory Note 2.
3.Th
at the Board be authorised to fix the remuneration of Baker Tilly Staples Rodway as the Company’s
auditors for the 2027 financial year. See Explanatory Note 3.
4.That shareholders approve and authorise the Company to make one or more offers to acquire (on-market)
up to an additional 15% of its fully paid ordinary shares, over and above the shares that may be acquired by
means of the Company’s existing on-market share buyback programme through the NZX, in accordance
with section 60(1)(b)(ii) (read together with section 61) of the Companies Act 1993 and NZX Listing Rules
4.14(d) and 4.16.1, on the terms and conditions set out in Explanatory Note 4 accompanying this Notice of
Meeting.
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
ATTENDANCE SLIP
Annual Meeting of Solution Dynamics Ltd to be
held at the Company’s offices, 18 Canaveral Drive, Albany, Auckland,
and online at Computershare Meeting Platform
https://meetnow.global/nz on Thursday, 22 October 2026 at 10.30am.
Items of Business - Voting Instructions/Ballot Paper
STEP 2

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.