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Wellington exercises option to acquire iProximity Pty Ltd

M&A22 May 2018AOFFinancials

® is a registered Trade Mark of Wellington Drive Technologies Ltdin New Zealand
Wellington Drive Technologies LtdWT9046

21 Arrenway Drive, Rosedale, Auckland0632, New Zealand

PO Box 302-533,North Harbour, Auckland0751, New Zealand

Telephone: +64 9 477 4500Facsimile: +64 9 479 5540

Email:info@wdtl.comWebsite:www.wdtl.comPage1of2

22 May 2018

Media Release

For Immediate Release

Wellington Drive Technologies exercises option to acquire

iProximity Pty Limited

Wellington Drive Technologies Limited (NZX:WDT) advises that it has today exercised its

option to acquire all the shares in iProximity Pty Limited (iPX) pursuant to the Sale and

Purchase Agreement (SPA) with iPX’s shareholders announced to the market on 28

February.

The board of Wellington has decided that considering positive customer response to the

iProximity digital marketing solution, including the first purchase order received for a pilot

installation in Latin America, it would accelerate the closingof the transaction.

The company will pay a closing amount of AUD 1,100,000 on 2 July 2018, financed in part

by a USD600,000loan from Meta Capital Limited (Meta Capital), with the balance being

funded from cash reserves. Meta Capital Limited is a company owned and controlled by

John McMahon, a director of Wellington. The new loan is repayable on 21 December 2018.

The loan was approved by the independent directors of Wellington.

Also as previously advised, the consideration for the purchase of the iPX shares includes the

future issue of fully paid ordinary shares in the capital of Wellington (“Consideration

Shares”) in tranches based upon meeting specified EBIT targets and SCS™ Connect System

controllersales performance targets for the period to 31 December 2020.The maximum

number of Consideration Shares that may be issued, assuming 100% fulfilment of these

targets, has been calculated in accordance with the SPA to be 18,897,928shares.

Consideration Shares not “earned” by 31 December 2020 are forfeited.

CEO Greg Allen commented, “We are pleased to welcome David Burden and Rohan Lean to

the team. It is exciting that we arealready seeing positive customer response to the

iProximity toolset with our food and beverage customers.We are also excited by the

® is a registered Trade Mark of Wellington Drive Technologies Ltd in New Zealand
Wellington Drive Technologies LtdWT9046

Page2of2

potential to grow iProximity’s Smart Cities business, which is already providing solutions to

three large city councils in Australia.We look forward to expanding the Smart Cities

offering in Australia and introducingiProximity’sdigitalmarketing solutions to our food and

beverage customers globally.”

About Wellington Drive Technologies

Wellington Drive Technologies is a leading global provider of energy efficient electronic

motors, airflows solutions and ‘Cloud Connected’ refrigeration control solutions for the

commercial refrigeration markets.It serves some of the world’s leading food and beverage

brands and refrigerator manufacturers with advanced products and solutions that reduce their

costs improve product sales and reduce energy consumption.Wellington is headquartered in

Auckland, New Zealand, and is listed on the New Zealand stock exchange under the ticker

symbol NZ:WDT

About iProximity

iProximity delivers location intelligence through technology, platforms and software that

connects digital information with physical spaces. Founded in 2013 by successful tech

entrepreneurs David Burden and Rohan Lean, iProximity has developed the iPX cloud based

IoT management platform and products that include Mobile Coupon Factory, HelloLocal,

ScreenSmarts and an IoT smart Hub–the iPR. Based in Melbourne Australia, iProximity

services a growing global customer base.

For further information visitwww.wdtl.com.

Contact:

Greg AllenTony Nowell

Chief Executive OfficerChairman

Phone +1-778-238-6494+64 21 488-895

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