RAK Notice of Annual Meeting

RAKON LIMITED
Notice of Annual Meeting of Shareholders
Notice is hereby given that the Annual Meeting of Rakon Limited will be held
on Friday 9 August 2019, commencing at 2pm
in the Guineas 1 Room, at the Ellerslie Event Centre, 80 -100 Ascot Avenue,
Greenlane, Auckland, New Zealand
Order of Business
A. Chair’s Welcome and Address
B. Chief Executive’s Review
C. Shareholders’ Questions
D. Ordinary Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
1. That Brent John Robinson, who retires by rotation and is eligible for re-election, be re-elected as
a director of Rakon Limited.
2. That Robert Keith Hamilton Watson, who retires following appointment by the Board and is
eligible for re-election, be re-elected as a director of Rakon Limited.
3. That the directors are authorised to fix the remuneration of Rakon Limited’s auditor,
PricewaterhouseCoopers, for the following year.
E. Special Resolution
To consider and, if thought fit, to pass the following special resolution:
4. That Rakon Limited amend its existing Constitution, in the manner and form signed by the
Chair and tabled at the Annual Meeting for the purpose of identification.
Please read the Explanatory Notes and the Procedural Notes for further information in relation to
Resolutions 1 to 4.
F. General Business
To consider such other business as may be lawfully raised at the meeting.

By Order of the Board
Maureen Shaddick
Company Secretary
12 July 2019

Explanatory Notes:
Rakon Limited (‘Rakon’) opted to comply with the new NZX Listing Rules with effect from 1 April 2019
as further expalined in the Explanatory Notes for Resolution 4.
Resolution 1: Re-election of Brent John Robinson (Brent Robinson)
• NZX Listing Rule 2.7.1 provides that a director must not hold office (without re-election) past
the third annual meeting following the director’s appointment or three years, whichever is
longer. This Rule applies equally to executive and non-executive directors including any
director appointed to the position of Managing Director.
• Brent Robinson has been an executive director of Rakon since 1986 (including since 2006
when Rakon was listed on the NZX), and now retires by rotation and, being eligible, offers
himself for re-election as a director of Rakon.
• Brent Robinson has been the Managing Director and Chief Executive of Rakon since 1986
and has 40 years’ experience at Rakon. Under his leadership Rakon has established
global operations and markets for Rakon’s frequency control products for which Rakon is
recognised as an industry leader. Brent is an Honorary Fellow of the Institution of Engineers
New Zealand and was awarded the New Zealand Hi-Tech Trust - Flying Kiwi Award in 2011.
• The Board believes Brent has extensive technical, business and industry knowledge which is
fundamental to the Board’s role in governing and developing the strategic direction of Rakon.
• The Board (except Brent Robinson himself) unanimously recommends that you vote in favour
of the re-election of Brent Robinson as a director.
• The Board has determined that, if re-elected, Brent Robinson will not be an independent
director for the purposes of the NZX Listing Rules.
Resolution 2: Re-election of Robert Keith Hamilton Watson (Keith Watson)
• NZX Listing Rule 2.7.1 provides that a director who has been appointed by the Board must
not hold office (without re-election) past the next annual meeting following the director’s
appointment.
• Keith Watson was appointed by the Board as a director of Rakon on 21 September 2018 and
now retires and, being eligible, offers himself for re-election as a director of Rakon.
• Keith Watson is a professional director and Chartered Member of the Institute of Directors in
New Zealand and has over 30 years’ experience in governance, management and leadership
roles in New Zealand and international technology and engineering businesses. Keith was
Managing Director of Hewlett Packard New Zealand from 2004 to 2016 and was the chair of
Opus International Consultants Limited and a past board member of the New Zealand
Technology Industry Association. Among other current commitments, he is a director of New
Zealand Institute of Economic Research.
• The Board believes Keith’s substantial experience in the technology and engineering sectors
in senior executive and governance roles complements the skills and experience of the other
directors and is valuable to the Board’s role in governing and developing the strategic
direction of Rakon.
• The Board (except Keith Watson himself) unanimously recommends that you vote in favour of
the re-election of Keith Watson as a director of Rakon.
• The Board has determined that, if re-elected, Keith Watson will be an independent director for
the purposes of the NZX Listing Rules.

Resolution 3: Fixing remuneration of Auditor
• PricewaterhouseCoopers (‘PwC’) is automatically reappointed auditor for Rakon at the
annual meeting pursuant to section 207T of the Companies Act 1993, unless the auditor gives
notice that it does not wish to be reappointed. PwC has not given such notice.
• The resolution is proposed to authorise the directors of Rakon to fix the auditor’s fees and
expenses for the following year pursuant to section 207S of the Companies Act 1993.
• The Board unanimously recommends that you vote in favour of Resolution 3.
Resolution 4: Amendment of Rakon Constitution
• The former NZX Listing Rules (dated 1 October 2017) have been replaced by updated NZX
Listing Rules which took effect from 1 January 2019 (‘New Rules’). In accordance with the
transitional arrangements for the New Rules, Rakon transitioned to the New Rules with effect
from 1 April. The New Rules include some particular requirements in relation to Issuers’
Governing Documents. Accordingly, a number of changes are now proposed to be made to
the Constitution to ensure that it meets the requirements of, and is consistent with, the New
Rules (as required by New Rule 2.18.1). Rakon has also taken the opportunity to propose
some further improvements to its Constitution to reflect recent amendments to the Companies
Act 1993 and for consistency with market practice.
• The key changes proposed to the Constitution are set out in the table in these Explanatory Notes.
• A red line copy and a clean copy of the proposed changes to the Constitution are available on
the Rakon website: http://www.rakon.com (Corporate/Governance) and can be viewed at the
Annual Meeting. A red line copy of the proposed changes is also available upon request in
writing to the Company Secretary at Private Bag 99943, Newmarket, Auckland 1149, New
Zealand.
• Under the Companies Act 1993 the proposed amendments must be approved by a special
resolution of shareholders. As the amendments to the Constitution do not impose or remove
a restriction on the activities of Rakon or affect the rights attaching to shares, the shareholder
minority buy-out rights under the Companies Act 1993 do not apply.
• As required by New Rule 2.19.1, Bell Gully has provided an opinion to NZX that these
amendments comply with the New Rules.
• The Board unanimously recommends that you vote in favour of Resolution 4.

A summary of the significant changes to the Constitution is set out in the following
table. Unless expressly stated otherwise, references to the clause numbers below are
references to the clause numbers in the Constitution as proposed to be amended.
Clause
reference
TopicSummary of proposed changes to Constitution
1.1DefinitionsSeveral definitions in clause 1.1 are amended for consistency with
the equivalent definitions under the New Rules including replacing
defined term “Securities” with the new term “Financial Products” for
consistency with the terminology under the Financial Markets
Conduct Act 2013.
1.4Confirmation of
Office
Proposed new clause 1.4 clarifies and confirms that the adoption of a
new constitution does not affect offices and appointments (including
director appointments) and any acts of authority under any previous
constitution, and replaces the wording in existing clause 20.2 and
part of clause 22.1.
2.5NZX RulingsClause 2.5 is updated simply to reflect minor changes to the
language used in the New Rules, with no change in substance.
2.6Effect of failure
to comply with
the NZX Listing
Rules
Clause 2.6 is updated simply to reflect minor changes to the
language used in the New Rules, with no change in substance.
7.1Lien on unpaid
and partly paid
shares
Clause 7.1 is updated to reflect minor changes to the language used
in the New Rules, with no change in substance.
8.2ForfeitureClause 8.2 is updated to reflect current market practice.
9.2Right to
transfer
Clause 9.2 is updated to reflect the repeal of the Securities
Transfer Act 1991 by the applicable provisions in the Financial
Markets Conduct Act 2013 and the Reserve Bank of New Zealand
Act 1989. There is no change to shareholders’ ability to transfer
shares on the Main Board of NZX.
9.5Power to refuse
to register
Clause 9.5 is updated to reflect the list of permitted powers to refuse
to register a transfer of financial products under New Rule 8.1.4,
including minor changes to the language used in that Rule.
9.7Sale of less
than Minimum
Holding
Clause 9.7 is updated to reflect current market practice. There is no
change to the Company’s powers in respect of minimum holdings.
11.1Methods of
holdings meet-
ings
Clause 11.1 is updated to provide more up-to-date wording in relation
to holding meetings by electronic means (i.e., “hybrid meetings” or
“virtual meetings”). The Company is not required to hold either
“hybrid meetings” or “virtual meetings”, but this change provides
flexibility for using technology as part of shareholder meetings.
Deletion
of existing
clause 12.2
Rights of
Equity Security
Holders and
Directors
Existing clause 12.2 was required to be included in the Constitution
or incorporated by reference under former Listing Rule 6.3.1. The
corresponding New Rule, Rule 2.14.1, is no longer required to be
included in the Constitution or incorporated by reference. Accordingly,
clause 12.2 has been deleted.
Notwithstanding the deletion of this clause, New Rule 2.14.1 will still
apply, meaning that equity security holders of all classes are still
entitled to attend meetings of shareholders and receive copies
(or have access to electronic copies) of all notices, reports and
financial statements issued to holders of financial products
carrying voting rights.

Clause
reference
TopicSummary of proposed changes to Constitution
14.2Size of quorumClause 14.2 sets the minimum number of shareholders that must
be present at a shareholders’ meeting in order for the meeting to be
validly convened. Under the existing Constitution this was set to the
number of shareholders able to exercise a majority of the votes cast.
It is now proposed that this requirement be set to five shareholders
present in person or by Representative to align the quorum
requirements of the Company with market practice for listed issuers.
This change is intended to avoid the inconvenience and expense of
calling a shareholders’ meeting where a quorum is not present.
15.2Audio-visual
meetings
Clause 15.2 is updated to reflect changes made to the Companies
Act in 2012 to provide greater flexibility in relation to the permitted
methods for holding meetings.
15.3Voting by
electronic means
Proposed new clause 15.3 is added to reflect the permitted methods
for voting at meetings by electronic means.
15.13Declaration of
result
Clause 15.13 is simplified to enable the chairperson to declare the
result of a poll as soon as it is known and to remove requirements for
auditor’s and scrutineer’s certificates to be provided before the result
is declared.
15.17Shareholder
participation
in meetings
by electronic
means
Proposed new clause 15.17 is added to align the Constitution with
changes made to the Companies Act in 2012 in relation to
shareholder participation in meetings by electronic means.
16.2Form of proxyClause 16.2 is amended to reflect current market practice in relation
to the appointment of proxies by electronic means and to reflect
changes to the language used in the New Rules as well as remove
content no longer required to be repeated in the Constitution. The
changes do not affect the right to appoint a proxy. The New Rules still
provide that the proxy form must enable the shareholder to instruct
the proxy to vote for or against all resolutions and that it may not
include any name or office (e.g., chairperson) filled in as proxy
holder.
16.3Lodging proxyClause 16.3 is updated to reflect changes to the Companies Act in
2017 relating to lodging proxies. The amendment clarifies that a
notice of meeting may provide for different matters for different kinds
of proxies (e.g., a different specified time for receipt of a proxy
electronically).
20.2Composition of
the Board
New clause 20.2 is added to incorporate by reference the
requirements of the New Rules relating to Board composition, rather
than restate the requirements in full as the requirements may
change over time.
20.3Appointment of
directors
New clause 20.3 reflects New Rule 2.2.1 concisely setting out the
methods by which directors may be appointed. New Rule 2.2.1 must
be included in the Constitution or incorporated by reference. There is
no change to the manner in which directors may be appointed.

Clause
reference
TopicSummary of proposed changes to Constitution
20.6Rotation of
directors
Clause 20.6 is amended to incorporate the rotation requirements
under the New Rules by reference. Under the New Rules, a director
must not hold office (without re-election) past the third annual
meeting or three years, whichever is longer. This rotation
requirement applies to non-executive and executive directors
including any managing director. The former Listing Rules required
one third of directors (or the number nearest to one third) to retire
from office at the annual meeting each year, who were then
eligible for re-election.
Deletion
of existing
clause 20.5
Appointment
of directors to
be voted on
individually
Existing clause 20.5 is no longer required to be included in the
Constitution or incorporated by reference. Notwithstanding the
deletion of this clause, the Company remains subject to the
requirements in New Rule 2.2.3.
22.1Managing
director
Existing clause 22.1 reflected the requirement under the former
Listing Rules that that the term of appointment of a managing director
must not exceed five years. This has been removed from clause 22.1
because this restriction no longer applies under the New Rules.
23.7Insufficient
number of
directors
Clause 23.7 is updated to reflect the language used in the New
Rules. There is no change in substance to this clause.
23.14Interested
directors
New clause 23.14 is added to reflect the requirements in New Rules
2.10.1 and 2.10.2 relating to interested directors. These requirements
must be included in the Constitution or incorporated by reference.
26.1Method of
payment
Clause 26.1 is updated to reflect current market practice in relation to
the method of distribution payments.
26.3DeductionsClause 26.3 is updated to reflect current market practice in relation to
deductions from dividends or other distributions.
Deletion
of existing
clause 27.2
Service of
notices outside
of New Zealand
Existing clause 27.2 was included to comply with the requirements of
the former Listing Rules. The New Rules do not require this provision
to be included in the Constitution or incorporated by reference how-
ever, the requirements of New Rule 2.14.2 apply.
Deletion
of existing
clause 30.2
Company
may appoint
attorneys
Existing clause 30.2 repeated the requirements of section 181 of the
Companies Act relating to the appointment of attorneys. Clause 30.1
of the Constitution is now amended to refer to that section directly
and, as a result, clause 30.2 is no longer required.

Procedural Notes:
Voting
• Voting on all resolutions will be by way of poll, meaning that each Rakon shareholder has one
vote for each ordinary share held in Rakon by that shareholder.
• Voting entitlements will be determined at the close of trading on 7 August 2019. Registered
shareholders at that time will be the only persons entitled to vote in person or by proxy at the
Annual Meeting and only the shares registered in those shareholders’ names at that time may
be voted at that meeting.
• Resolutions 1, 2 and 3 are ordinary resolutions and, in particular, each resolution to elect a
director is a separate ordinary resolution. To be passed, each of Resolutions 1, 2 and 3 requires
a simple majority of the votes of those shareholders who are entitled to vote and voting on the
resolutions in person or by proxy.
• Resolution 4 is a special resolution and is required to be passed by a majority of 75% of the
votes of those shareholders who are entitled to vote and voting on the resolution in person or
by proxy.
Proxies and Corporate Representatives
• A shareholder may attend the Annual Meeting and vote or may appoint a proxy (who need not
be a shareholder), or in the case of a corporate shareholder a representative, to attend the
meeting and vote in place of the shareholder. A Proxy/Voting Form is enclosed with this Notice
of Meeting.
• If you return a Proxy/Voting Form without directing the proxy how to vote on any particular
matter, the proxy may vote as he/she thinks fit, or abstain from voting, provided the proxy
is eligible to vote on that matter.
• As indicated in the enclosed Proxy/Voting Form, the Chair of the Annual Meeting, or any other
director of Rakon, is willing to act as a proxy for any shareholders who wish to appoint him or
her for that purpose.
• If, in appointing a proxy, a shareholder completes the Proxy/Voting Form in full but does not
name a person as their proxy; or a shareholder’s named proxy does not attend the meeting,
the Chair of the Board will act as that shareholder’s proxy and only vote in accordance with their
express directions and not vote, if expressly granted a discretion, on a resolution which is
subject to a voting restriction which applies to the proxy under the NZX Listing Rules.
• A shareholder wishing to appoint a proxy should complete the enclosed Proxy/Voting Form and
return the form to Rakon’s share registrar, Computershare Investor Services Limited, so as to be
received no later than 2pm on Wednesday 7 August 2019:
• online at www.investorvote.co.nz,
• by mail to Private Bag 92119, Auckland Mail Centre, Auckland 1142, New Zealand, or
• by fax to +64 9 488 8787.
Quorum
• No business may be transacted at the Annual Meeting if a quorum is not present. A quorum will
be present if shareholders or their proxies or their representatives are present who between
them are able to exercise a majority of the votes cast on the business to be transacted by the
Annual Meeting.
• If you are attending the Annual Meeting in person, please bring the enclosed Proxy/Voting Form
to the meeting to assist with your registration.

Directions for Ellerslie Event Centre
Getting there
By car:
• Ellerslie Event Centre is located at 100 Ascot Avenue, Remuera (Auckland) which runs off
Greenlane East or Ellerslie Racecourse Drive.
• Vehicle access is through Gate 3 on Ascot Avenue
• Once through Gate 3, you’ll drive along the Avenue of Palms into the main carpark which runs
adjacent to the Southern Motorway
• Parking is free for Event Centre guests (otherwise it is pay & display)
• Please note there is NO VEHICULAR THROUGH ROAD from Mitchelson Street (Gate 5), from
25 June 2018. From that date, access through Gate 5 is for pedestrians only.
• If travelling from the motorway use the Greenlane exit. If you are coming:
o From the south: Take the third exit (i.e. turn right) at the Greenlane roundabout onto
Greenlane East, towards the direction of Remuera
o From the north: Take the first exit (i.e. turn left) Greenlane roundabout onto Greenlane East,
towards the direction of Remuera
• Then turn right at the first set of lights immediately thereafter into Ellerslie Racecourse Drive
before taking the third exit (i.e. turn right) at the first roundabout onto Ascot Avenue & then
heading up to the second roundabout where Gate 3 is located
By train:
If you are coming by train alight at Greenlane Station. When you exit the station turn right and
follow the path and signage to Ellerslie Racecourse.
By bus:
For details of your closest bus stop visit https://at.govt.nz/bus-train-ferry/
On foot:
You can enter grounds on foot or bicycle through either Gate 3 or Gate 5
Map:
https://www.eventcentre.ellerslie.co.nz
Access to the Guineas 1 Room will be available from 1.30 pm on 9 August 2019.

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Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and Post Code or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint and direct your proxy.
Proxy/Voting Form
Signing Instructions for Proxy/Voting Forms
Individual
Where the holding is in one name, the named shareholder must sign the Proxy
Form.
Joint Holding
If you are joint holders of shares, each of you must sign this Proxy Form.
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 or
Computershare) and a signed certificate of non-revocation of the power
of attorney must be produced to the Company or Computershare with
this Proxy Form.
Companies
This Proxy Form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Trusts and Partnerships
Where a shareholder is a Trust or a Partnership this Proxy Form should be
signed by at least one trustee or partner (as relevant) in accordance with the
rules governing the Trust or Partnership.
Body Corporate
Where a body corporate is appointing a representative, pre-registration will
not be required. It is sufficient for the appointed person to produce reasonable
evidence at the Annual Meeting of their authority to represent the body corporate
as well as this Proxy Form duly completed.
Rakon Limited
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2.00pm Wednesday 7 August 2019
How to Vote on Items of Business
All your shares will be voted in accordance with your directions. You are entitled
to one vote for every fully paid share in Rakon Limited held at the close of trading
on 7 August 2019.
Appointment of Proxy
A shareholder who is entitled to attend and vote at the meeting may appoint a
proxy to attend and vote instead of that shareholder. The Chair of the Annual
Meeting, or any other Director, is willing to act as proxy for any shareholders who
wish to appoint him or her for that purpose. If you have already signed a Proxy
Form appointing another proxy and now wish to appoint someone else as your
proxy, the appointment set out in this Proxy Form, will be effective and revoke the
earlier form so long as this form is signed and dated on a later date than the
first form.
Voting of your holding
A shareholder can vote for or against any resolution, or choose to abstain from
voting on any resolution, at the Annual Meeting. If you return this Proxy Form
without directing the proxy how to vote on any particular resolution, the proxy may
vote as he or she thinks fit, or abstain from voting on any resolution, provided the
proxy is eligble to vote on that matter.
If you appoint a proxy and complete the Proxy Form in full but do not name a
person as your proxy, or your named proxy does not attend the meeting, the Chair
of the Board will act as your proxy in accordance with your directions set out in
the Proxy Form, and not vote, if expressly granted a discretion, on a resolution
which is subject to a voting restriction which applies to the proxy under the NZX
Listing Rules.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
shareholder or proxy is to attend the Annual Meeting they will need to provide the
appropriate evidence of your authorisation to act prior to admission.
Turn over to complete the form to vote
The 2019 Annual Meeting of Shareholders of Rakon Limited will be held on Friday 09 August 2019, at 2.00pm in Guineas 1 Room, Ellerslie Event
Centre, 80-100 Ascot Avenue, Greenlane, Auckland, New Zealand.

Appoint a Proxy to Vote on Your Behalf
hereby appointof
I/We being a shareholder/shareholders of Rakon Limited
as my/our proxy to exercise my/our vote in accordance with the following directions at the Annual Meeting of Shareholders of Rakon Limited to be held in the
Guineas 1 Room, Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane, Auckland, New Zealand on Friday 09 August 2019, at 2.00pm and at any adjournment
of that meeting.
Proxy/Voting Form
Elect Electronic Communications
or failing him/herof
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
STEP 1
ATTENDANCE SLIP
Annual Meeting of Shareholders of Rakon Limited to be held in
the Guineas 1 Room, Ellerslie Event Centre, 80-100 Ascot Avenue,
Greenlane, Auckland, New Zealand on Friday 09 August 2019, at
2.00pm.
Items of Business - Voting Instructions/Ballot Paper (for Poll)
Please note: If the shares are held jointly, the voting instructions given in this section are given on behalf of each joint holder.
Ordinary Resolutions
1.
That Brent John Robinson, who retires by rotation and is eligible for re-election, be re-elected as a director
of Rakon Limited.
2.
That Robert Keith Hamilton Watson, who retires following appointment by the Board and is eligible for
re-election, be re-elected as a director of Rakon Limited.
3.
That the directors are authorised to fix the remuneration of Rakon Limited’s auditor, PricewaterhouseCoopers,
for the following year.
Special Resolution
4.
That Rakon Limited amend its existing Constitution, in the manner and form signed by the Chair and tabled at
the Annual Meeting for the purpose of identification.
For
AgainstAbstain
Proxy
Discretion
STEP 2
Signature of Shareholder(s) This section must be completed.
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
SIGN
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