Notice of Annual Shareholders' Meeting
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Pacific Edge Biotechnology Limited (PEB) | 5:09 pm, Thursday 21 August 2008 | PEB | 0.120 |
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Notice of Annual Shareholders' Meeting
Notice is hereby given that the 2008 annual meeting of shareholders of
Pacific Edge Biotechnology Limited (the "Company") will be held in at the
Dunedin Public Art Gallery, 2nd Floor Conference Room, the Octagon, Dunedin
on Thursday 28th August 2008, commencing at 4.00 pm.
Ordinary Business
Presentation of the annual report for the year ended 31 March 2008, and the
report of the auditor.
To consider, and if thought fit, pass the following ordinary resolutions:
That Tony Reeve be re-elected as a Director of the Company;
That Anatole Masfen be elected as a Director of the Company;
Davis Farmer retires as a Director of the Company by rotation and has
provided notice to the Company that he will not stand for re-election at the
meeting.
See Explanatory notes
That the re-appointment of PricewaterhouseCoopers be recorded and to
consider, and if thought fit, pass the following ordinary resolution:
That the Directors of the Company be authorised to fix the auditor's
remuneration for the ensuing year.
The Company's executives will present a summary of the Company's recent
developments and achievements.
Important Information
Record Date
Any person who is registered as a shareholder of the Company at 4.00pm on
Thursday the 28th of August 2008 is entitled to attend and vote at the
meeting or to appoint a proxy to attend and vote in their place.
Proxies
All shareholders are entitled to attend and vote at the meeting or to appoint
a proxy to attend and vote in their place.
Enclosed with this notice of meeting is a proxy form. For the appointment of
a proxy to be valid, the form must be received by Link Market Service either
by post (PO Box 384, 138 Tancred St, Ashburton) or facsimile (03 308 1311) by
4.00pm on 26 August 2008, being 48 hours before the start of the meeting
(held on 4.00 pm 28th August 2008). The Directors and Chief Executive Officer
offer themselves as proxy to shareholders.
Any shareholder of the Company entitled to attend and vote at the meeting may
appoint another person or persons as proxy to attend, and vote on his or her
behalf. A proxy need not be a member of the Company. If the proxy form is
returned without direction as to how the proxy shall vote on the resolution
then the proxy may vote as he or she thinks fit on that resolution.
All joint holders of a share must sign the proxy form.
Companies may sign under the hand of a duly authorised officer or by power of
attorney. If the 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
delivered to the Company with the proxy form.
Corporate Representatives
A corporation which 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.
Powers of attorney
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.
Postal Voting
A shareholder is entitled to exercise his/her right to vote at the meeting by
casting a postal vote. A postal voting form is incorporated in the proxy form
attached.
The share registrar, Link Market Services, P O Box 384, Ashburton has been
authorised by the Board to receive and count postal votes at the meeting.
In order for a postal vote to be effective, the proxy/postal voting form must
be completed and returned to the share registrar, Link Market Services, P O
Box 384, Ashburton so that it is received no later than 4.00pm on 26 August
2008, being 48 hours before the meeting.
By Order of the Board of Directors
?
Chris Swann
Chairman
August 2008
Explanatory Notes
Resolutions
Business items 2 and 3 are Ordinary Resolutions which require approval by a
simple majority (greater than 50%) of the votes of those shareholders
entitled to vote and voting on the question.
Each of the resolutions in item 2 (appointment of directors) must be voted on
individually.
Director appointments (Items 2(a) - (b) inclusive)
Tony Reeve
Tony Reeve retires as a Director by rotation in accordance with the Company's
constitution and the NZSX Listing Rules and, being eligible, offers himself
for re-election. Tony is not regarded by the Board as an independent
director of the Company.
Anatole Masfen
Anatole Masfen is a 37 year old investment manager from Auckland. Anatole is
the co-founder of Artemis Capital a private equity investment firm based in
Auckland. Anatole brings to the board, significant experience as an
investment manager.
After graduating from Auckland University with a MComhonors (Finance,
Economics) he spent 7 years at Air NZ and Ansett Australia in various roles
in Pricing and Revenue Management where he was responsible for systems and
process implementation which today drives the airline profitability.
He is an avid yachtsman and skier and is married with two young children.
Board's view on director numbers
Two candidates offer themselves as directors of the Company. If both
candidates are elected as directors, then along with the other directors and
the retirement of one director, there would be seven directors of the Company
(which the maximum permitted by the constitution is eight).
