Solution Dynamics Limited — Regulatory Filings 2021

Oct 7, 2021

Notice of Annual Shareholder Meeting Solution Dynamics Limited (SDL) Wednesday 27 October 2021 commencing at 10.30am.

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Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held virtually on Wednesday 27 October 2021 commencing at 10.30am online at Computershare Meeting Platform https://meetnow.global/nz

Shareholders can only participate in the Annual Meeting virtually through Computershare’s Virtual Meeting Services web platform. To participate, shareholders will need their CSN or holder number which can be found on their Proxy Form or at the top of your email.

Virtual Meeting

Details of how to participate virtually are provided in the accompanying Virtual Meeting Guide accompanying this notice. Shareholders are encouraged to review this guide prior to the Annual Meeting.

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.

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 Monday 25 October 2021 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: 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.

Business

The business of the meeting is:

• Chairman’s address.

• To receive and consider the annual report for the year ended 30 June 2021, together with the financial statements and auditor’s report.

Resolutions

To consider, and if thought fit, to pass the following ordinary resolutions:

1. That the board be authorised to fix the remuneration of Grant Thornton as the Company’s auditor. See Explanatory Note 2.

2. To re-elect Mr Julian Beavis 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.

3. To re-elect Mr Andy Preece who for continuity purposes is retiring in advance of the NZX Listing Rules rotation requirements, and being eligible, offers himself for re-election as a director.

Please review Mr Julian Beavis’ and Mr Andy Preece’s biographies under Explanatory Note 1.

General Business

To consider such other business as may lawfully be raised at the meeting.

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 10.30am on Monday 25 October 2021, 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:

• » 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.

• » A proxy need not be a shareholder of the Company.

• » 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 (i.e. by no later than 10.30am on Monday, 25 October 2021).

• » 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.

• » 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.

• 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:

• » 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. 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 chrisve@solutiondynamics.com – with Annual Meeting Question in the subject line. Please also include your name and shareholder number.

• » SDL reserves the right not to address questions that, in the chairman’s opinion are not reasonable in the context of an Annual Meeting, or any written question not received by the close of business on 26 October 2021.

Motions will not be allowed from the floor.

Presentations

The presentations from the Annual Meeting will be released to the NZX and published on the Company’s website at https://www.solutiondynamics.com/investor-centre prior to, 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 below.

By Order of the Board of Directors Solution Dynamics Limited 8 October 2021

Explanatory Notes

Explanatory Note 1 – Re-Election of Directors

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 Julian Beavis retires by rotation and being eligible, offers himself for reelection by shareholders at the Annual Meeting.

Mr Andy Preece is not subject to rotation under the NZX Listing Rules and the Company’s constitution this year. To avoid the situation where three of the directors have to retire next year, he retires this year and being eligible, offers himself for re-election.

Director’s Biography – Mr Julian Beavis

Julian has a track record of building and leading successful solutions focussed technology companies ranging in size from large multinational companies like NCR and Teradata Asia Pacific, to smaller public and private NZ companies. Most of his working career has been in markets outside NZ, particularly in Asia the USA and more recently Western Europe. His international sales and marketing experience is of particular relevance as Solution Dynamics’ business increasingly pivots to opportunities outside NZ.

He is a Charter Member of the NZ Institute of Directors.

Director’s Biography – Mr Andy Preece

Andy is an experienced director with a demonstrable executive and non-executive track record delivered within both listed multinational corporates and private business frameworks.

As an executive he spent over 25 years in leadership roles in manufacturing, merchanting and wholesaling, originating in the UK packaging industry.

As a non-executive Andy has served on Public Company Boards in Australia and New Zealand. He is currently chairman of Yellow Holdings Ltd and a founding partner in an equity fund that is the major shareholder in a portfolio of import and distribution businesses in New Zealand and Australia.

Andy is the chair of the Company’s Audit & Risk Committee.

Explanatory Note 2 – Auditor’s Remuneration

Grant Thornton is automatically 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.

Head Office:

18 - 24 Canaveral Drive, Rosedale, Auckland 0632, New Zealand Phone +64 9 970 7700 | PO Box 301248, Albany 0752, New Zealand info@solutiondynamics.com | www.solutiondynamics.com