PACIFIC EDGE LIMITED - NZX

PACIFIC EDGE LIMITED
Notice of Annual Shareholders’ Meeting
Notice is hereby given that the 2011 annual meeting of shareholders of Pacific Edge Limited (the
"Company") will be held at the Ground Floor, Seminar Room, Centre for Innovation, 87 St David
Street, Dunedin on Thursday 25 August 2011, commencing at 4.00 pm.
Ordinary Business
1. Presentation of the annual report for the year ended 31 March 2011, and the report of the
auditor.
2. To consider, and if thought fit, pass the following Ordinary Resolutions:
(a)
(b)
That Anthony Reeve be re-elected as a Director of the Company.
That Christopher Swann be re-elected as a Director of the Company.
(See Explanatory notes)
3. That the re-appointment of PriceWaterhouseCoopers be recorded and to consider, and if
thought fit, pass the following Ordinary Resolution:
(a)
That the Directors of the Company be authorised to fix the auditor's remuneration for
the ensuing year.
4. The Company’s executives will present a summary of the Company’s recent developments and
achievements.
5. To consider, and if thought fit, to pass the following Ordinary Resolution:
(a)
That the shareholders ratify the following recent issues totalling 9,264,742 ordinary
shares in the Company issued pursuant to NZSX Listing Rule 7.3.5 on the following
dates and at the following consideration per share to habitual investors and/or close
business associates of the Company as listed in the Explanatory Notes to the notice of
meeting.
The relevant Share issues are summarised as:
Date Number of Shares Price per Share
27 September 2010 7,993,302 0.2325
27 October 2010 1,271,440 0.2325
TOTAL 9,264,742
Details of the number of shares and names of the individuals' shares to whom shares were
issued are set out in the Explanatory Notes.
Each of the persons to whom the above shares were issued and their associates are excluded
from voting on this resolution pursuant to NZSX Listing Rule 9.3.1.
(see Explanatory Notes)

6. To consider, and if thought fit, to pass the following Ordinary Resolution pertaining to the
maximum level of Directors remuneration for the next financial year:
(a)
That pursuant to clause 25 of the Company’s Constitution and NZSX Listing Rule
3.5.1 the maximum aggregate amount per annum payable by the Company to
Directors in their capacity as Directors remains at $120,000.
The Directors and their associates are excluded from voting on this resolution pursuant to NZSX
Listing Rule 9.3.1.
(See Explanatory Notes)
Important Information
Record Date
Any person who is registered as a shareholder of the Company at 4.00pm on Tuesday 23 August
2011 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 Services either by post (PO Box 91976, Victoria Street West,
Auckland 1142 or Level 16, 19 Victoria Street West, Auckland ) or facsimile (09 375 5990) for email
to: Lmsenquiries@linkmarketservices.com (please quote “Pacific Edge Proxy Form” as the
reference) no later than 48 hours before the start of the meeting (that is by 4.00 pm on Tuesday
23 August 2011). The Chairman, the Directors and Chief Executive Officer offer themselves as
proxy to shareholders and if given discretion will vote in favour of the resolutions.
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
shareholder 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 that 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 has been authorised by the Board of Directors 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 so that it is received no later than 48 hours before the meeting (that is
by 4.00pm Tuesday 23 August 2011).
PLEASE RETURN YOUR COMPLETED PROXY FORM TO LINK MARKET SERVICES LIMITED,
IN ONE OF THE FOLLOWING WAYS BY NO LATER THAN 4.00PM ON TUESDAY 23 AUGUST
2011:
Mail:
New Zealand:
If mailing Proxy Form from within New Zealand, please use the reply-paid envelope
provided.
Outside New Zealand:
You may use the return envelope but affix a stamp for the required postage.
Deliver:
Deliver your completed form to Link Market Services Limited, Level 16, Brookfields
House, 19 Victoria Street West, Auckland
Fax: Fax your completed form to +64 9 375 5990
Scan and
email:
Email to Lmsenquiries@linkmarketservices.com (please put the words “Pacific Edge
Proxy Form” in the subject line for easy identification)
By Order of the Board of Directors
Chris Swann
Chairman
3 August 2011

Explanatory Notes
Resolutions
Business items 2, 3, 5 and 6 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 re-appointments (Item 2)
In accordance with clause 22.6 of the Company's constitution two Directors being Christopher Swann
and Anthony Reeve, being the longest in office retire by rotation. Both offer themselves for
re-election. The Company has received no other nominations for Directors.
Christopher Swann
Chris Swann was the principal of T D Scott & Co. Limited, a Dunedin-based accountancy and
consulting firm for 10 years. Chris is an experienced business advisor in a number of industries
including the manufacturing, publishing, health, and biotechnology sectors. Chris is manager of the
New Zealand Seed Fund with four investments in biotechnology companies including Pacific Edge.
He also holds other directorships and is a Member of the NZ Institute of Directors.
The Board considers that Mr Swann will not qualify as an Independent Director for the purposes of
the NZSX Listing Rules.
Anthony Reeve
Professor Anthony Reeve is head of the Cancer Genetic Laboratory at the University of Otago. He
was Chairman of the founding Board of Pacific Edge Technology and Chairman of the Scientific
Advisory Board. He is widely viewed as one of the leading cancer geneticists in the world. He has
been a leader in the study of the genetics of embryonal tumours and his laboratory continues to
make significant contributions to research into the genetic basis of multiple cancers. He is a Fellow of
the Royal Society of New Zealand and was recently made an Officer of the New Zealand Order of
Merit. He received this honour for his groundbreaking work in cancer genetics at the University of
Otago.
The Board considers that Mr Reeve will not qualify as an Independent Director for the purposes of
the NZSX Listing Rules.
Share Issue (Item 5)
The issues of a total of 9,264,742 ordinary shares have been completed over the last year pursuant
to NZSX Listing Rule 7.3.5, which in effect allows the Company to issue shares up to an amount
equal to 20% of the total shares on issue in the Company without prior shareholder approval (this is
also known as the "20% Rule"). The Board now seeks retrospective approval of these issues from
shareholders so that the issues will not be counted within the 20% Rule enabling the Board to make
further issues under the 20% Rule in future, if appropriate.
For the purposes of NZSX Listing Rule 6.2.1:
(a)
(b)
The number of shares issued was a total of 9,264,742 ordinary shares;
The purpose of the issues of shares was to provide further working capital for the Company
without incurring the additional expense of a public issue of shares.

(c)
(d)
(e)
(f)
(g)
The issue price for the shares is set out in the table on page 1 of this notice of meeting.
The issue price in each case was paid in cash immediately upon issue of the shares.
The parties to whom the shares were issued are set out in the table below. None of these
parties are Directors or Associated Persons of Directors.
The consideration for the issues was paid in cash upon issue of the shares and the purpose
of the issues was to provide working capital for the Company.
The issues were made at the dates specified in the table below.
The shares issued are ordinary shares that rank equally with all other ordinary shares of the
Company.
Each of the persons to whom shares were issued as shown in the table below (and their respective
associates) are excluded from voting on this resolution pursuant to NZSX Listing Rule 9.3.1 but may
still act as a proxy or voting representative of another person that is not disqualified from voting
under that Listing Rule under Listing Rule 9.3.3 in respect of the shares held by that other person in
accordance with their express instructions.
Persons to Whom Shares Were Issued
Date Shareholder $ Amount Total number of
shares
27 October 2010 Accident Compensation Corporation $255,750.00 1,100,000
Phillip English $10,690.38 45,980
Lord Norrie $4,276.94 18,395
Mrs Jane Shakespeare $4,149.39 17,847
Mr John Shakespeare $4,149.39 17,847
Mr Roger and Mrs Merrill Flood $6,222.10 26,762
Mrs Elizabeth Cadwalader $4,149.39 17,847
Mrs Anne Ballard $6,222.10 26,762
TOTAL $295,610 1,271,440
27 September 2010 K One W One Limited $367,991 1,582,757
Kerry Grant & Michael Owen Tinkler $46,500 200,000
John Hoffeins & Bruce Hoffeins $37,200 160,000
Masfen Securities Limited $321,096 1,381,058
TEA Custodians Limited – Huljich Kiwisaver $250,000 1,075,269
Papageno Trust – Robert Blair Johnston, $4,999 21,500
Stella Nancy McDonald, Peter Donald
Mence
Helistar Trading Trust Limited $13,950 60,000
Ballynagarrick Investment Limited $46,500 200,000
Superlife Trustee Limited $499,875 2,150,000
Superlife Trustee Limited $155,409 668,426
Superlife Investments Limited $33,548 144,292
The Scenic Trust (John McAuley) $81,375 350,000
TOTAL $1,858,443 7,993,302
9,264,742

Directors' Remuneration (Item 6)
The current maximum amount payable to Directors collectively in their capacity as Directors of the
Company in each year is $120,000. This has been the maximum since 2010.
As Directors act in their capacity as Directors on committees, the fees they receive for work thereon
is included in the maximum annual Directors fees set from time to time by the shareholders.
The Directors and their associates are excluded from voting on this resolution pursuant to NZSX
Listing Rule 9.3.1 but may still act as a proxy or voting representative of another person that is not
disqualified from voting under that Listing Rule under Listing Rule 9.3.3 in respect of the shares held
by that other person in accordance with their express instructions.
NZX Approval
This notice has been approved by NZX Limited.