ikeGPS 2019 Notice of Meeting

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Notice of Annual Shareholders Meeting
ikeGPS Group Limited (‘the Company’)

















For Immediate Release
Date: August 19, 2019

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1. Notice
We hereby invite you to join us for the annual shareholders meeting which will be held at The Lady
Norwood Room Sofitel Hotel, 11 Bolton Street, Wellington, on Friday 6 September 2019, at 2pm (New
Zealand Standard Time).
2. Items of business
The business of the meeting will be:
The Chairman’s introduction
Address to shareholders
Shareholder discussion
Financial Statements
• To receive and consider the financial statements of the Company for the year ended 31
March 2019, together with the auditor’s report on such financial statements, both as
contained in the Company’s 2019 Annual Report.
Resolutions:
The shareholders of the Company are requested to consider and, if thought fit, to pass the following
ordinary resolutions:
• Auditors Remuneration: That the directors are authorised to fix the auditor’s remuneration.
• Election of Mr Bill Morrow: That Mr Bill Morrow, appointed by the Board as a director effective 20
December 2018 and who retires and is eligible for election, is elected as a director of ikeGPS Group
Limited.
• Re-election of Mr Glenn Milnes: That Mr Glenn Milnes, who retires by rotation and is eligible for re-
election, is re-elected as a director of ikeGPS Group Limited.

The shareholders of the Company are requested to consider and, if thought fit, to pass the following
special resolution:
• Adoption of new Constitution of the Company: That the existing Constitution of the Company be
revoked and a new Constitution in the form tabled at the meeting, and referred to in the explanatory
notes, be adopted by the Company.
3. Explanatory Notes
Each of the above resolutions is explained further in the explanatory notes set out in the following
pages.

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4. Further information
Please also refer to the “Important Information” section below which contains details regarding
voting entitlements, voting in person and by proxy, and voting restrictions.

By order of the Board of ikeGPS Group Limited



Rick Christie
Chairman
19 August, 2019

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Explanatory notes
Resolution 1: Approval of Board fixing remuneration of auditor
PricewaterhouseCoopers is automatically reappointed as ikeGPS’s auditor under section 207T of the
Companies Act 1993. Section 207S of the Companies Act 1993 details the basis on how the fees and
expenses of the auditor shall be set. In order to provide flexibility, your directors recommend that
they be authorised to determine the fees and expenses of the auditors.
The Board unanimously supports fixing the fees and expenses of the auditor.

Resolution 2: Approval of appointment of director
In accordance with NZX Listing Rule 2.7.1, any director appointed by the Board during the year must
retire from office at the next annual meeting but is eligible for election at that meeting. Mr Bill
Morrow, being a director who was appointed by the Board during the year, retires from office. Being
eligible, Mr Bill Morrow has offered himself for election.
The Board considers that Mr Bill Morrow will be an independent director for the purposes of the NZX
Listing Rules if elected to the Board.
• Mr. Bill Morrow joins IKE most recently from nbn co., where he was its Chief Executive Officer
leading the development and deployment of the Australian government’s National Broadband
Network during which time it connected 6.5 million homes and businesses to the network and
grew annualised revenue from $60 million to $2 billion.
Bill brings global business experience from positions across the communications, fibre and electric
utility markets, and has extensive operating experience deploying distribution network infrastructure.
Bill’s past roles include:
• CEO of Pacific Gas & Electric Co. in San Francisco, U.S.A, one the largest investor-owned electric
utilities in North America,
• CEO of Vodafone Europe,
• President of Vodafone KK Japan,
• CEO of Clearwire Corporation, in Seattle, U.S.A.,
• CEO of Vodafone Hutchison Australia.
Bill also has considerable governance experience. Among other directorships he served as a non-
executive board member for eight years at Broadcom Inc, one of the world’s largest semi-conductor
companies and as a non-executive board member at Openwave Inc, a pioneer of the Mobile Internet.
The Board unanimously supports the election of Mr Morrow.

Resolution 3: Re-election of director
In accordance with NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past
the third annual meeting following that director’s appointment or 3 years, whichever is longer.

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Accordingly, Mr Glenn Milnes is required to retire (having held office since 2014 as the managing
director of the Company). Being eligible, Mr Glenn Milnes has offered himself for re-election.
As Mr Glenn Milnes is the Chief Executive Officer of the Company, he will not be an independent
director for the purposes of the NZX Listing Rules if re-elected to the Board.
• Mr. Glenn Milnes has been the managing director of IKEGPS Group since 2013.Prior to leading
ikeGPS he held senior executive, strategy and corporate development positions with No8
Ventures and Cable & Wireless International.
The Board unanimously supports the re-election of Mr Glenn Milnes.

Resolution 4: Amendment to the Constitution of the Company (Special Resolution)
The former NZX Main board & Debt Market Listing Rules (dated 1 October 2017) have been replaced
by updated NZX Listing Rules (dated 1 January 2019) (“New Listing Rules”). ikeGPS transitioned to
the new NZX Listing Rules on 1 July 2019. As part of its transition to the New Listing Rules, ikeGPS
is required to adopt a constitution which complies with the New Listing Rules at its 2019 Annual
Meeting of Shareholders. Accordingly, ikeGPS has prepared an amended constitution (“New
Constitution”), which contains the changes required to comply with the New Listing Rules. ikeGPS is
also taking this opportunity to remove unnecessary repetition of sections of the Companies Act 1993
that ikeGPS must comply with (whether or not such section are repeated in the constitution).
A copy of the proposed New Constitution, together with a marked-up copy showing the differences
between the New Constitution and the existing constitution, may be viewed on ikeGPS’ website at:
https://ike4.ikegps.com/wp-content/uploads/2019/08/ikeGPS_Group_Limited_-
_New_Constitution_NZX_LRs_Transition-Final.docx. Copies are also available at ikeGPS’ registered
office at Level 1, 42 Adelaide Road, Mt Cook, Wellington 6021, New Zealand.
Shareholders are being asked to approve the revocation of ikeGPS’ existing constitution and the
adoption of the New Constitution as ikeGPS’ constitution with effect from the close of the 2019
Annual Meeting of Shareholders.
A summary of the key substantive changes in the proposed New Constitution is set out below:
1. Rotation and election of directors: Clause 26 has been amended to reflect the new director
rotation requirements in the New Listing Rules. The New Listing Rules now provide that a
director must not hold office (without re-election) past the third annual meeting following
that director’s appointment or three years (whichever is longer). Previously, the NZX Listing
Rules required one third of directors to retire from office at each annual meeting.
2. Composition of Board: Clause 24 has been amended to provide that ikeGPS must comply
with the minimum board composition requirements in the New Listing Rules. The New
Listing Rules require ikeGPS to have, at minimum, three directors, two directors ordinarily
resident in New Zealand and two independent directors. ikeGPS currently complies with all
of these requirements.
3. “Managing director” clauses removed: Clauses 39 to 42 of the existing constitution have been
deleted as they related to a “managing director”, a concept which has been removed from
the New Listing Rules.
4. Voting by poll: Clause 10 of the Second Schedule to the New Constitution has been included
to reflect that the New Listing Rules require voting at a meeting of shareholders to be
conducted by poll.

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5. Compulsory sale of less than minimum holdings: Clause 14 has been amended to update the
procedure allowing for the sale of share parcels of less than a “minimum holding” (being
parcels of shares worth less than $1,000) so as to provide for those shares to be sold on
market (including through a broker on behalf of ikeGPS) rather than through NZX or in some
other manner approved by NZX.
6. Second Schedule: The Second Schedule (proceedings at meetings of shareholders) of the
existing constitution unnecessarily repeats many of the mandatory sections of the
Companies Act 1993 which ikeGPS must comply with in relation to meetings of
shareholders. To simplify the constitution, those mandatory provisions have been removed
from the Second Schedule of the New Constitution.
7. Fourth Schedule: The Fourth Schedule of the existing constitution has been deleted as it is
no longer relevant. The clauses in that Schedule prevented certain pre-IPO ikeGPS
shareholders from transferring their ikeGPS shares during the period commencing on 23
July 2014 and ending on 29 May 2015. As that period has now lapsed, the Fourth Schedule
may be deleted.
8. Other changes: various less significant wording changes (such as replacing references to
“securities” with “Shares”, as appropriate) have been made to reflect the provisions of the
New Listing Rules, or otherwise simplify or modernise the New Constitution (for example, by
removing the ability for notices to be sent to directors via facsimile).
Pursuant to 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 the Company or affect the rights attaching to shares, the shareholder
minority buy-out rights under the Companies Act 1993 do not apply.
Chapman Tripp has provided an opinion to NZX that it considers that these amendments comply
with the Listing Rules.

IMPORTANT INFORMATION

Voting
Voting on all the resolutions will be by way of a poll of the Company’s shareholders entitled to vote
and voting.
Voting entitlements for the Annual Shareholders Meeting will be determined as at 2:00pm (New
Zealand Standard Time) on Wednesday 4 September 2019. Registered ikeGPS shareholders at that
time will be the only persons entitled to vote at the Annual Shareholders Meeting, and only the
ikeGPS shares registered in those ikeGPS shareholders' names at that time may be voted at the
Annual Meeting.
1. Voting in person
If you are entitled to vote and wish to do so in person, you should attend the Annual Shareholders
Meeting. Please bring your Proxy Form with you to the meeting.
A corporation may appoint a person to attend the meeting as its representative in the same manner
in which it would appoint a proxy.

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2. Voting by proxy
An ikeGPS shareholder who is entitled to vote at the Annual Shareholders Meeting is entitled to
appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder.
If you appoint a proxy you may either direct your proxy how to vote for you or you may give the proxy
discretion to vote as he or she sees fit. If you wish to give your proxy discretion then you should
make the appropriate election, either online or on the Proxy Form, to grant your proxy that discretion.
You will be deemed to have given your proxy discretion if you do not make an election in relation to
any of resolutions 1 to 4
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 in the 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.
Where the Chairman of the Meeting or any other director is appointed as a discretionary proxy, the
Chairman and all other directors intend to vote in favour of all resolutions.
A Proxy Form accompanies this Notice of Annual Meeting.
If you do not propose to attend the Annual Meeting but wish to be represented by proxy, you can
appoint a proxy online by going to http://vote.linkmarketservices.com/IKE
Alternatively, you can complete the Proxy Form and either:
• Scan and Email your proxy to meetings@linkmarketservices.com;
• Return the Proxy Form by mail to Link Market Services, using the freepost envelope enclosed; or
• Fax the Proxy Form to +64 (9) 375-5990.
The online proxy appointments must be lodged with, and the completed Proxy Forms received by,
Link Market Services Limited no later than 2pm (New Zealand Standard Time), Wednesday 4th
September 2019.
Where a Proxy Form is completed for a company, it 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.
Where a Proxy Form is signed by an attorney, a copy of the power of attorney under which it was
signed, if not previously provided to Link Market Services Limited, together with a signed certificate
of non-revocation of the power of attorney must accompany the Proxy Form.

Resolutions
Resolutions 1 to 3 are proposed as ordinary resolutions and, to be passed, require approval by a
simple majority of votes of shareholders who are entitled to vote on the resolutions and who exercise
their right to vote. Resolution 4 is proposed as a special resolution and, to be passed, requires
approval by a majority of 75% of votes of shareholders who are entitled to vote on the resolution and
who exercise their right to vote.

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Listing Rule References
In this Notice of Meeting, all reference to the Listing Rules are reference to the NZX Listing Rules.

Annual Report
The 2019 Annual Report is available on the ikeGPS website.
Please go to: http://ike4.ikegps.com/wp-content/uploads/2019/06/ikeGPS-2019-Annual-Report.pdf

Further Information
If you have any questions, or for more information, please contact our share registry, Link Market
Services, on
+64 (9) 375-5998.

---

LODGE YOUR PROXY
Online
http://vote.linkmarketservices.com/IKE
Scan & Email
meetings@linkmarketservices.co.nz
Fax
+64 9 375 5990
Deliver
Link Market Services
Level 11, Deloitte centre
80 Queen Street, Auckland 1010







Mail
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand


SCAN THIS QR CODE WITH YOUR SMARTPHONE
AND VOTE ONLINE








General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com


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 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.
PROXY FORM FOR THE 2019 ANNUAL
MEETING
The Annual Shareholders Meeting of ikeGPS Group
Limited (“ikeGPS Group Limited”) will be held at the The
Lady Norwood Room Sofitel hotel, 11 Bolton Street,
Wellington, on Friday 6 September 2019 at 2pm (New
Zealand Standard Time). For your proxy to be effective it
must be received by 2pm (New Zealand Standard Time),
Wednesday 4 September 2019.

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 The Lady Norwood Room Sofitel hotel, 11 Bolton Street, Wellington, on Friday 6 September 2019 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 the poll during
the meeting and your votes will not be counted in computing the required majority.

To consider and, if thought fit, to pass the following ordinary resolutions:

Item 1 That the directors are authorized to fix the auditor’s remuneration
Item 2 That Mr Bill Morrow, appointed by the Board as a director effective
20 December 2018 and who retires and is eligible for election, is elected as
a director of ikeGPS Group Limited.

Item 3 That Mr Glenn Milnes, who retires by rotation and is eligible for re-election,
Is re-elected as director of ikeGPS Group Limited.

The shareholders of the Company are requested to consider and, if thought fit,
to pass the following special resolution:

Item 4 That the existing Constitution of the Company be revoked and a new
Constitution in the form tabled at the meeting, and referred to in the explanatory
notes, be adopted by the Company.



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
Wednesday 4 September 2019. 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

Electronic Investor Communications:
If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide your
email address below.


Question:
FOR
AGAINST
PROXY
DISCRETION
ABSTAIN