Notice of Annual Meeting of Shareholders 2024

Notice of Annual Meeting of Shareholders 2024


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, 2 August 2024 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 2024. 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 2025 financial year.

2. That David Flacks be re-elected as a director of AFT Pharmaceuticals Limited.

3. That Dr Ted Witek be re-elected as a director of AFT Pharmaceuticals Limited.

4. That Andrew Lane be 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

27 June 2024

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 Mr David Flacks as a Director
David was appointed as a director by the shareholders of AFT on 22 June 2015, and was last re-elected in 2021. In accordance with the applicable NZX listing rules, David retires by rotation and, being eligible, offers himself for re-election as a director of AFT at the meeting. The Board unanimously supports David’s re-election and considers David to be an independent director.
David Flacks
Chairman and Independent Director
David has a number of governance roles and has been chair of AFT since the IPO in 2015. David is also chair of the Suncorp New Zealand group of companies. He is a director of Todd Corporation and a number of environmentally focused pro bono organisations.
He is former chair of both the NZ Markets Disciplinary Tribunal and the NZX Regulatory Governance Committee; and a former member of the Takeovers Panel. He is also a director of boutique corporate law firm Flacks & Wong.
David was for many years a senior corporate partner at Bell Gully and was general counsel and company secretary of Carter Holt Harvey during the 1990’s. He is a law graduate from Cambridge University.
Resolution 3: Re-election of Ted Witek as a Director
Ted was appointed as a director by the shareholders of AFT on 6 August 2021, and was last re-elected in 2021. In accordance with the applicable NZX listing rules, Ted retires by rotation and, being eligible, offers himself for re-election as a director of AFT at the meeting. The Board unanimously supports Ted’s re-election and considers Ted to be an independent director.
Dr Ted Witek
Independent Director
Dr. Witek served Boehringer Ingelheim Pharmaceuticals for nearly 25 years where he held various pharmacology and clinical research positions, including Director of Respiratory and Immunology Clinical Research leading to his roles as President and CEO of Boehringer Ingelheim’s Canadian and Portugese operations. He led the Global Operating Team for Spiriva serving as Co-Chair of the Global Alliance with Pfizer.
Dr. Witek also was Chief Scientific Officer & Senior Vice President, Corporate Partnerships, at Innoviva (Formerly Theravance, Inc.). He also served on the Board of Directors of Canada’s Research-Based Pharmaceutical Companies (Rx&D) including Chair of the Health Technology Assessment and Public Relations Committee. He was appointed to the Ontario Health Innovation Council and advisor to the Design for Health Program at OCAD University. He is currently Professor & Senior Fellow at the University of Toronto’s School of Public Health & Leslie Dan Faculty of Pharmacy. He serves as Director of the DrPH program. Dr. Witek is the author of more than 100 scientific papers as well as several chapters and books.
Dr. Witek holds a Doctor of Public Health from Columbia University and a Master of Public Health from Yale University and an MBA from Henley Management College in the UK.
Resolution 4: Election of Andrew Lane as a Director
Andrew was appointed as a director by the Board on 28 September 2023. In accordance with the applicable NZX listing rules, Andrew retires and, being eligible, offers himself for election as a director of AFT at the meeting. The Board unanimously supports Andrew’s election and considers Andrew to be an independent director.
Andrew Lane
Independent Director
Andrew has more than 30 years’ experience of leadership in the global pharmaceuticals industry with expertise across a broad range of disciplines including finance, manufacturing, sales, marketing, and strategy. Most recently he was Global President of Abbott Laboratories Pharma Division where he led a multi-billion-dollar operation that had 30 manufacturing plants, 12 Innovation and Development sites and 40,000 staff covering more than 100 countries. Before that he was Vice President of Takeda, Asia Pacific, where he managed the company’s operations in 12 countries, which included three factories and 2,000 staff. He has also held senior roles with multi-national pharmaceutical companies Nycomed, DKSH, Novartis, and Sandoz.




Important Information




Attendance at Meeting
All shareholders registered on the Company’s share register at 5pm on Wednesday 31 July 2024 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 31 July 2024 (being 48 hours prior to the meeting).





Webcast
The Annual Meeting will be webcast live. To view and listen to the webcast, please visit AFT 2024 Annual Meeting webcast
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 31 July 2024.
If you have any questions you would like considered at the meeting, please send them to [email protected] in advance of the meeting.
More Information
If you have any questions, or for more information, please contact AFT’s Company Secretary, at [email protected]

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Announcement PDF