June 30th 2023
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, 4 August 2023 commencing at 10.30am (New Zealand time).
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 2023. There will also be an opportunity for shareholders to ask questions.
Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions:
- That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the 2024 financial year.
- That Marree Atkinson be re-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
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 Maree Atkinson as a Director
Marree was appointed as an executive director by the shareholders of AFT on 4 September 2012 and was last re-elected in 2020. In accordance with the applicable NZX listing rules and the Company’s constitution, Marree retires by rotation and, being eligible, offers herself for re-election as a director of AFT at the meeting. The Board unanimously supports Marree’s re-election and considers Marree to be a non-independent director as she is an executive officer and a discretionary beneficiary of the majority shareholder of AFT.
Marree has been involved in all aspects of AFT’s business since its establishment in 1997, including roles in sales, regulatory affairs, customer services and logistics. Marree’s role as Chief of Staff sees her involved in the day-to-day running of AFT’s head office including managing staffing requirements and special projects involving AFT’s head and affiliate offices. Marree is a registered nurse previously practising at Waikato Hospital.
Attendance at Meeting
All shareholders registered on the Company’s share register at 5pm on Wednesday 2 August 2023 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 2 August 2023 (being 48 hours prior to the meeting).
The Annual Meeting will be webcast live. To view and listen to the webcast, please visit https://webcast.openbriefing.com/afp-agm-2023/
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 2 August 2023.
If you have any questions you would like considered at the meeting, please send them to email@example.com in advance of the meeting.
If you have any questions, or for more information, please contact AFT’s Company Secretary, at firstname.lastname@example.org