Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held at the Company’s
offices, 18 Canaveral Drive, Albany, Auckland on Thursday 3 November 2016 commencing at 10.30am.


The business of the meeting is:

  • Chairman’s address.
  • To receive and consider the annual report for the year ended 30 June 2016, together with the financial statements and auditor’s report.


  1. To consider, and if thought fit, to pass, the following ordinary resolutions:
    That the board be authorised to fix the remuneration of Grant Thornton as the Company’s auditors. See
    Explanatory Note 2.
  2. To re-elect Mr John McMahon who is retiring by rotation as required by clause 17 of the Company’s
    constitution, and being eligible, offers himself for re-election as director. Please review Mr John McMahon’s
    biography under Explanatory Note 1.

Note that Mr Mike Smith will resign as a director of Solution Dynamics Limited effective from the conclusion of
the Annual Meeting on 3 November 2016. No decision has been made on the replacement of this position.

Procedural Notes

  • Ordinary resolutions: Resolutions 1 and 2 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 in person or
    by proxy).
  • Persons entitled to vote: The only persons entitled to exercise votes at the meeting will be those who are
    registered as shareholders at 10.30am on Tuesday 1 November 2016, 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 Tuesday, 1 November
    • 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 and 2.
  • 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.

Explanatory Notes

Explanatory notes in respect of the resolutions are set out overleaf.
By Order of the Board of Directors
Solution Dynamics Limited
11 October 2016

Explanatory Note 1 – Re-Election of Director

Under Listing Rule 3.2.6 of the NZAX Listing Rules,
and in accordance with the Company’s constitution,
one third of the Company’s Directors must retire by
rotation at the Annual Meeting. If the Directors are
eligible, they may offer themselves for re-election
by shareholders at the meeting. In this case, John
McMahon retires by rotation and, being eligible,
offers himself for re-election by shareholders at the
Annual Meeting.

Director’s Biography – Mr John McMahon.

John has industry experience across the publishing,
transport and software sectors and has spent
over 20 years in the Australasian equity markets,
predominantly as an equity analyst (covering a
range of industries including telecommunications,
media, gaming, transport, industrials), but also as
a Head of Equities, and three years as Managing
Director of ASB Securities. He now manages his
own investment portfolio through Sydney-based
Auro Investment Management. He has a Bachelor
of Commerce (Honours), an MBA and is a CFA
(Chartered Financial Analyst) charterholder. He has
been a director and chairman of Solution Dynamics
Limited since December 2012.

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.