Notice of Annual Shareholder Meeting

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

Notice of Annual Shareholder Meeting
Solution Dynamics Limited (SDL)

Thursday 20 November 2025 commencing at 10.30am.

Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held as a hybrid
meeting (virtual and in person) on Thursday 20 November 2025 commencing at 10.30am in the Company’s
offices, 18 Canaveral Drive, Albany, Auckland, and online at Computershare Meeting Platform
https://meetnow.global/nz
Business
The business of the meeting is:
• Chairman’s and Company update address.
• To receive and consider the annual report for the year ended 30 June 2025, together with the financial
statements and auditor’s report.

Resolutions
To consider, and if thought fit, to pass, the following ordinary resolutions:
1. To re-elect Mrs Lee Eglinton, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX Listing
Rule and in accordance with the Company’s constitution, and being eligible, offers herself for re-election
as a director. Please review Mrs Lee Eglinton’s biography under Explanatory Note 1.
2. To re-elect Mr Elmar Toime, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX Listing
Rule and in accordance with the Company’s constitution, and being eligible, offers himself for re-election
as a director. Please review Mr Elmar Toime’s biography under Explanatory Note 2.
3. That the Board be authorised to fix the remuneration of Baker Tilly Staples Rodway as the Company’s
auditors for the 2026 financial year. See Explanatory Note 3.

General Business
To consider such other business as may lawfully be raised at the meeting.
VIRTUAL MEETING INSTRUCTIONS

Shareholders participating in the Annual Meeting virtually through Computershare’s Virtual Meeting
Platform will need their CSN or holder number which can be found on their Proxy/Voting Form or at the top
of your email.
To access the virtual meeting, click ‘Go’ under the Solution Dynamics Limited meeting and then click ‘Join
Meeting Now’. Please refer to the accompanying Virtual Meeting Guide for more information.
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.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

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 Tuesday 18
November 2025 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: 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.


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 5.00pm on Tuesday 18 November 2025, 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:
o 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.
o A proxy need not be a shareholder of the Company they can be any person of your choice, and
you may appoint the chairperson of the meeting or any other director to act as proxy. If you
have inadvertently not named a proxy, or your named proxy does not attend the meeting, the
chairperson will be your proxy and vote in accordance with your expressed direction.
o 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, being prior to 10.30am on
Tuesday, 18 November 2025.
o 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.
o 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. If a proxy is
given discretion to vote on a resolution, but the proxy is restricted from voting on that resolution,
the proxy must not exercise discretion on such resolution.
• 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.

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com


• Shareholder questions:
o 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 to be addressed at the meeting. 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 susiewa@solutiondynamics.com – with
Annual Meeting Question in the subject line. Please also include your name and shareholder
number.
o SDL reserves the right not to address questions that, in the chairman’s opinion are not
reasonable in the context of an Annual Meeting.
Presentations
The presentations from the Annual Meeting will be released to the NZX and published on the Company’s
website at https://solutiondynamics.com/about/investor-center/, on 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 overleaf.
By Order of the Board of Directors
Solution Dynamics Limited
16 October 2025

Postal Address
Solution Dynamics Limited
PO Box 301248, Albany
Auckland 0752, New Zealand

Physical Address
18 Canaveral Drive
Albany
Auckland 0632

Contact
Phone: +64 9 970 7700
Email: info@solutiondynamics.com
Web: www.solutiondynamics.com

Explanatory Notes
Explanatory Note 1 – Re-Election of Lee Eglinton
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, Mrs Lee Eglinton retires by rotation and being
eligible, offers herself for re-election by shareholders at the Annual Meeting.

Director’s Biography – Mrs Lee Eglinton
Lee is an experienced executive holding multiple roles and directorships. Lee’s executive roles have included
CEO of a NZ software business, General Manager Australia & NZ of an IT services and consulting business..
Prior to that she spent thirteen years at IBM NZ & Australia in a range of roles including Consulting Services,
leading the company’s Data Analytics and Information Management practice. Lee has a broad range of
experience across the technology, consumer electronics and telecommunications sectors. Lee is currently the
Interim COO for Graph Research Labs (GRL), a symbolic AI software company that creates declarative
generators to integrate semantic graphs by instantly creating API's, Apps and LLM Schema for customers.
Lee is a non-Executive Director of several private companies and small business owner and director in the
Health and Housing sectors. Lee’s experience includes strategy and business transformation, sales
performance and sales management, and applying technology to business and market challenges. She has a
particular focus on organizational culture and building high performing teams. She enjoys Business and
individual mentoring and is a member of the NZ Business Mentors organisation.


Explanatory Note 2 – Re-Election of Elmar Toime

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 Elmar Toime retires by rotation and being
eligible, offers himself for re-election by shareholders at the Annual Meeting.

Director’s Biography – Mr Elmar Toime

Elmar Toime is an independent advisor in the postal and logistics sector. Elmar was a former chief executive of
New Zealand Post Limited during which period he led the formation of Kiwibank. Subsequent roles included
executive deputy chairman of Royal Mail, chairman of GLS, a major European courier delivery service, and a
member of the Deutsche Post DHL supervisory board. He is currently a non-executive director of Qatar Post
and he has been a non-executive director of Solutions Dynamics Ltd since 2016.
He now lives in Melbourne, Australia, after 20 years in the UK. He has a lifetime achievement award for
leadership in the postal industry. Elmar holds degrees in science and economics from the University of
Melbourne.


Explanatory Note 3 – Auditor’s Remuneration
Baker Tilly Staples Rodway is 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 for the 2026
financial year. The Board unanimously supports resolution 3 and recommends that shareholders vote in
favour of it at the meeting.

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
All shareholders of the Company entitled to attend and vote at the virtual meeting
are entitled to appoint a proxy to attend and vote for them instead. A proxy need
not be a shareholder of the company. If you wish to appoint a director, as your
proxy, the Company’s Chairman (John McMahon) is willing to act on your behalf.
To do this, enter ‘the chairman’ or the name of your proxy in the space allocated in
‘Step 1’ of this form. 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 the resolutions.
Voting on your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item. A proxy
will vote the shares for which they are proxy as directed in the Proxy/Voting Form
or, if voting is left to the proxy’s discretion, the proxy will decide how to vote on the
resolutions (or on any motions from the floor moved at the meeting). If a proxy is
given discretion to vote on a resolution, but the proxy is restricted from voting on
that resolution, the proxy must not exercise proxy discretion on such resolution.
The only persons entitled to exercise votes at the meeting will be those who are
registered as shareholders at 5.00 pm on Tuesday, 18 November 2025, 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).
Attending the Meeting Virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting
Guide prior to the meeting. You can participate in the meeting virtually through
the Computershare Meeting Platform https://meetnow.global/NZ. You will be able
to view presentations, ask questions and cast your vote from your own computer,
mobile or similar device.
For any assistance with the online process, you may contact Computershare on
+64 9 488 8777 between 8.30am-5.00pm Monday to Friday.
Attending and voting in person
You should bring this Proxy/Voting Form to the meeting and hand this form to
Computershare our share registry at the entrance to the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this 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 produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them
on a separate sheet of paper and return with this form or alternatively you
may send your questions via email to the Company Secretary
susiewa@solutiondynamics.com. Please also include your name and
shareholder number.
Lodge your Proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.30am on Tuesday, 18 November 2025.
VIRTUAL MEETING
Notice is hereby given that the Annual Meeting of Solution Dynamics Limited is to be held as a hybrid meeting (virtual and in-person)
on Thursday, 20 November 2025 commencing at 10.30am in the Company’s offices, 18 Canaveral Drive, Albany, Auckland,
and online at Computershare Meeting Platform https://meetnow.global/nz.

Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of
Solution Dynamics Ltd to be held at the Company’s offices, 18 Canaveral Drive, Albany, Auckland, and online at Computershare Meeting Platform
https://meetnow.global/nz on Thursday, 20 November 2025 at 10.30am or at any adjournment of that meeting.
I/We being a shareholder/s of Solution Dynamics Ltd
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: In the event I/we have not expressed any intention or the intention is unclear (in my/our proxy’s sole opinion),my/our proxy will vote as
they see fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.
To re-elect Mrs Lee Eglinton, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX
Listing Rule and in accordance with the Company’s constitution, and being eligible, offers herself for
re-election as a director. Please review Mrs Lee Eglinton’s biography under Explanatory Note 1.
2.
To re-elect Mr Elmar Toime, who is retiring by rotation as required by Listing Rule 2.7.1 of the NZX
Listing Rule and in accordance with the Company’s constitution, and being eligible, offers himself for
re-election as a director. Please review Mr Elmar Toime’s biography under Explanatory Note 2.
3.
That the board be authorised to fix the remuneration of Bakers Tilly Staples Rodway as the Company’s
auditors. See Explanatory Note 3.
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
ATTENDANCE SLIP
Annual General Meeting of Solution Dynamics Ltd to be
held at the Company’s offices, 18 Canaveral Drive, Albany, Auckland,
and online at Computershare Meeting Platform
https://meetnow.global/nz on Thursday, 20 November 2025 at 10.30am.

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.