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Notice of Annual Meeting of Shareholders 2022

05/07/2022, 08:50 NZST, MEETING

Notice of Annual Meeting of Shareholders 2022 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, 5 August 2022 commencing at 10.30am (New Zealand time). Agenda A Addresses 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 2022. There will also be an opportunity for shareholders to ask questions. B Resolutions Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions: 1. That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the 2023 financial year. 2. That Dr Hartley Atkinson be re-elected as a director of AFT Pharmaceuticals Limited. 3. That Mr Jon Lamb 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 5 July 2022 Explanatory Notes 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 Dr Hartley Atkinson as a Director Hartley was appointed as an executive director by the shareholders of AFT on 4 September 1997 and was last re-elected in 2019. In accordance with the applicable NZX listing rules and the Company's constitution, Hartley retires by rotation and, being eligible, offers himself for re election as a director of AFT at the meeting. The Board unanimously supports Hartley's re-election and considers Hartley to be a non-independent director as he is an executive officer and majority shareholder of AFT. Dr Hartley Atkinson Founder, Executive Director and Chief Executive Officer Hartley founded AFT in 1997. Before founding AFT, Hartley worked at Swiss multinational pharmaceutical company, Roche, for eight years where he held positions as Sales & Marketing Director, Medical Director, Product Manager and Medical Manager. Prior to his work at Roche, Hartley was a Drug Information Pharmacist and Researcher at the Department of Clinical Pharmacology, Christchurch Hospital. Hartley holds a Doctorate in Pharmacology, a Masters in Pharmaceutical Chemistry with distinction, and a Degree in Pharmacy, all from the University of Otago Hartley is the current Chief Executive Officer and a majority shareholder of AFT. Resolution 3: Election of Mr Jon Lamb as a Director Jon was appointed as a director by the shareholders of AFT on 4 September 2012, and was last re-elected in 2019. In accordance with the applicable NZX listing rules and the Company's constitution, Jon retires by rotation and, being eligible, offers himself for re-election as a director of AFT at the meeting. The Board unanimously supports Jon's re-election and considers Jon to be an independent director. Jon Lamb Independent Director Jon has led the strategic planning, marketing and restructuring of various companies throughout his career. He has held various roles at Beecham (a multinational pharmaceutical company that would later merge with a predecessor company to GlaxoSmithKline) including CEO in New Zealand and Marketing Manager in both Australia and South Africa. He has also held roles as Chief Executive Officer of Nylex in New Zealand, Managing Director within the Rural Division of Fletcher Challenge, Director of Southland Frozen Meats and Marketing Director of the New Zealand Kiwifruit Marketing Board (where he was responsible for creating the Zespri brand of kiwifruit, and restructuring Zespri into a retail focussed operation). More recently, Jon was a Director of Virionyx, a New Zealand company that developed an antiviral drug designed to combat AIDS. He was Deputy Chair of Australian diagnostic company ATF Group that developed a real time tool for measuring the Hepatitis B virus in individual patients. Jon has been involved with AFT since 2004, firstly as a consultant, and then in his current capacity as a director. Jon is a Member of the Institute of Directors and has a Diploma from the Marketing Institute of the UK (now the Chartered Institute of Marketing). Important Information Attendance at Meeting All shareholders registered on the Company's share register at 5pm on Wednesday 3 August 2022 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 3 August 2022 (being 48 hours prior to the meeting). Webcast The Annual Meeting will be webcast live. To view and listen to the webcast, please visit https://webcast.openbriefing.com/8727/ 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 3 August 2022. If you have any questions you would like considered at the meeting, please send them to investor.relations@aftpharm.com in advance of the meeting. More Information If you have any questions, or for more information, please contact AFT's Company Secretary, at investor.relations@aftpharm.com End CA:00394851 For:AFT Type:MEETING Time:2022-07-05 08:50:47