IkeGPS 2018 AGM – proxy form

LODGE YOUR PROXY
Online
http://vote.linkmarketservices.com/IKE
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Auckland 1142
New Zealand


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PROXY FORM FOR THE 2018 ANNUAL MEETING
The Annual Shareholders Meeting of ikeGPS Group Limited (“ikeGPS Group Limited”) will be held at The Cable Room,
Mac’s Function Centre, Shed 22, Corner of Taranaki & Cable Street, Wellington, on Tuesday 4 September 2018 at 2pm
(New Zealand Standard Time). For your proxy to be effective it must be received by 2pm (New Zealand Standard Time),
Sunday 2 September 2018.

APPOINTMENT OF PROXY
If you do not plan to attend the meeting, you may appoint a
proxy. The Chairman of the meeting or any other director is
willing to act as proxy for any shareholder who appoints
him or her for that purpose. If, in appointing your proxy,
you do not name a person as your proxy (either online or
on this Proxy Form), or your named proxy does not attend
the meeting, the Chairman of the meeting will be your proxy
and may vote only in accordance with your express
direction.
Voting of your holding
Direct your proxy how to vote by making the appropriate
election, either online or on this Proxy Form, in respect of
each item of business (resolutions 1 to 4). If you do not make
an election in respect of a resolution your proxy may vote as
they choose.
If you make more than one election in respect of a resolution
your vote will be invalid on that resolution.
Appointing the Chairman of the meeting or a director as your proxy
If you expressly appoint the Chairman of the meeting or any
other director as your proxy and elect to give them
discretion on how to vote on a resolution, you acknowledge
that they may exercise your vote (unless a voting restriction
applies) even if they have an interest in the outcome of
that resolution. The Chairman of the meeting and the
directors intend to vote all discretionary proxies in favour
of resolutions 1 to 3.
In accordance with the voting restrictions, no vote may be
cast by directors or any of their respective associated
persons in favour of Resolution 4. A director, or an
associated person of a director, who has been appointed as
proxy or representative for another shareholder who is not
disqualified from voting in favour of Resolution 4 may exercise
that vote only in accordance with the express instructions of
that shareholder given in the proxy form. A director, or an
associated person of a director, may not exercise any
discretionary proxy votes in favour of Resolution 4.
ATTENDING THE MEETING
If you wish to vote in person, you should attend the meeting.
Please bring this Proxy Form with you to the meeting to assist
with your registration.
A corporation may appoint a person to attend the meeting as
its representative in the same manner in which it would
appoint a proxy.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the security holder must
sign.
Joint holding
Where the holding is in more than one name, all of the
security holders should sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of
the power of attorney under which it was signed (if not
previously provided to the Registrar), and a signed certificate
of non-revocation of the power of attorney must accompany
this Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer
or attorney. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority.

Go online to http://vote.linkmarketservices.com/IKE to appoint and give directions to your proxy or turn over to complete the form.

Question:
PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of ikeGPS Group Limited

Hereby appoint of

or failing him/her of

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions
(or if no directions have been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Main
Board Listing Rules) at the Cable Room, Mac’s Function Centre, Shed 22, Corner of Taranaki & Cable Street, Wellington, on
Tuesday 4 September 2018 at 2pm (New Zealand Standard Time) and at any adjournment of that meeting. If you wish, you
may appoint as your proxy ‘The Chairman of the Meeting’ or any other director.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of
hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS FOR AGAINST PROXY ABSTAIN
DISCRETION
To consider and, if thought fit, to pass the following ordinary resolutions
Item 1 That the directors are authorised to fix the auditor’s remuneration.

Item 2 That Mr Alex Knowles is re-elected as a non-independent director of
ikeGPS Group Limited.


Item 3 That Mr Bruce Harker is re-elected as an independent director of
ikeGPS Group Limited.


Item 4 That the Board of the Company is authorised, pursuant to Listing Rule 7.3.1, to:
(a) issue up to 3,000,000 options to acquire ordinary shares in the Company
(Options), to employees and directors of the Company on the terms set
out in the Explanatory Notes accompanying this Notice of Meeting; and
(b) take all action, do all things and execute all documents and agreements
necessary to considered by them to be expedient to give effect to the
issue of the Options.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders Meeting will have the opportunity to ask questions during the meeting. If
you cannot attend the Annual Shareholders Meeting but would like to ask a question you can submit a question online by
going to http://vote.linkmarketservices.com/IKE and completing the online validation process or complete the question
section below and return to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted by
Sunday 2 September 2018. The Board will address and answer questions at the Annual Shareholders Meeting.

SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.

Security holder1 Security holder2 Security holder3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney


Date Daytime P h on e n u m b er


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