ikeGPS 2020 Notice of Meeting

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PROXY FORM FOR THE 2020 ANNUAL MEETING
The Annual Shareholders Meeting of ikeGPS Group Limited (“ikeGPS Group Limited”) will be held online via the Link Market
Services Virtual Meetings Platform at www.virtualmeeting.co.nz/ike20 on Tuesday 29 September 2020 at 2pm (New Zealand
Standard Time). Due to Covid-19 and the location of Directors, IKE will hold its Annual Meeting of Shareholders online only. For
your proxy to be effective it must be received by 2pm (New Zealand Standard Time), Sunday 27 September 2020.
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 5). 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.
Voting Exclusions
No vote may be cast by directors or any of their respective
associated persons in favour of Resolution 5. 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 5 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
5.
ATTENDING THE MEETING
The Annual Meeting will be held online only at
www.virtualmeeting.co.nz/ike20. If you wish to vote in
person, you should attend the meeting online. If you will
attend the Meeting online, you will require your CSN/Holder
Number for verification purposes. 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, either of the
security holders (or their authorized power of attorney)
may 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) online at www.virtualmeeting.co.nz/ike20, on Tuesday 29 September 2020 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 authorised to fix the auditor’s remuneration.
Item 2 That Mr Mark Ratcliffe, appointed by the Board as a director effective
1 January 2020 and who retires and is eligible for election, is elected
as a director of ikeGPS Group Limited.

Item 3 That Mr Fred Lax is re-elected as a director of
ikeGPS Group Limited.

Item 4 That Mr Rick Christie is re-elected as a director of
ikeGPS Group Limited.

Item 5 That the Board of ikeGPS Group Limited (the Board) is authorised,
pursuant to Listing Rule 4.2.1, to:
(a) issue up to 3,000,000 options to subscribe for ordinary shares in the
Company (Options), to employees and directors of the Company on the
terms set out in the Explanatory Notes accompanying the Notice of
Meeting; and
(b) take all actions, do all things and execute all documents and agreements
considered by the Board to be necessary 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 27 September 2020. The Board will address and answer questions at the Annual Shareholders Meeting.

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

Shareholder 1 Shareholder 2 Shareholder 3
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 um 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.


FOR
AGAINST
PROXY
DISCRETION
ABSTAIN

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

















For Immediate Release
Date: September 9, 2020

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1. Notice
Dear Shareholder
Due to the current Covid-19 situation, ikeGPS Group Limited (“IKE” or “the Company”) will hold its
Annual Shareholders Meeting virtually. We invite you to join us for the virtual meeting.
Where: Link Market Services Virtual Meeting Platform at www.virtualmeeting.co.nz/ike20
When: Tuesday 29 September 2020 at 2pm (New Zealand time)
Shareholders attending the meeting online will be able to vote and ask questions at the meeting.
Shareholders can also pre-submit questions either online at vote.linkmarketservices.com/IKE or using
the Proxy Form. Questions will need to be submitted by 2pm (New Zealand time) on Sunday 27
September 2020.
If you cannot attend the virtual meeting, I encourage you to complete and lodge the Proxy Form in
accordance with the instructions on that form so that it reaches Link Market Services by 2pm (New
Zealand time) on Sunday 27 September 2020.
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 2020, together with the auditor’s report on such financial statements, both as
contained in the Company’s 2020 Annual Report.
Resolutions:
The shareholders of the Company are requested to consider and, if thought fit, to pass the following
ordinary resolutions:
1. Auditors Remuneration: That the directors are authorised to fix the auditor’s remuneration.
2. Election of Mr Mark Ratcliffe: That Mr Mark Ratcliffe, appointed by the Board as a director effective
1 January 2020 and who retires and is eligible for election, is elected as a director of ikeGPS Group
Limited.
3. Re-election of Mr Fred Lax: That Mr Fred Lax is re-elected as a director of ikeGPS Group Limited.

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4. Re-election of Mr Rick Christie: That Mr Rick Christie is re-elected as a director of ikeGPS Group
Limited.
5. Director and Employee Share options: That the Board of ikeGPS Group Limited (the Board) is
authorised, pursuant to Listing Rule 4.2.1, to:
(a) issue up to 3,000,000 options to subscribe for 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 actions, do all things and execute all documents and agreements considered by the
Board necessary to give effect to the issue of the Options.

3. Explanatory Notes
Each of the above resolutions is explained further in the explanatory notes set out in the following
pages.

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
9 September 2020

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Explanatory notes
Resolution 1: Approval of Board fixing remuneration of auditor
PricewaterhouseCoopers is automatically re-appointed as IKE’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 recommends that shareholders vote in favour of Resolution 1.
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
Mark Ratcliffe, being a director who was appointed by the Board during the year, retires from
office. Being eligible, Mr Mark Ratcliffe has offered himself for election.
The Board considers that Mr Mark Ratcliffe will be an independent director for the purposes of
the NZX Listing Rules if elected to the Board.
Mr. Mark Ratcliffe Mark joins IKE most recently from Chorus, where he was its Chief Executive
Officer leading the deployment of fiber and other telecommunications infrastructure across New
Zealand during which time it connected more than 600,000 homes & businesses to its fibre
network and grew annualized revenue to $970m.
Mark brings global business experience from positions across the telecommunications market
and has extensive investor and capital market experience specific to network infrastructure
businesses. Mark’s past and current roles include:
- Chief Executive Officer of Chorus
- Chief Operating Officer Wholesale & Technology of Telecom New Zealand (now known
as Spark)
- Chief Information Officer of Telecom New Zealand (now known as Spark)
- Interim Chief Executive at the New Zealand Transport Agency (finishing February 2020)
Mark also has considerable governance experience. Among other directorships he currently
serves as a non-executive board member of 2Degrees Mobile, the highly successful new entrant
into the New Zealand mobile market, and First Gas (a provider of Gas Transmission, Distribution
and Storage and LPG Services).
The Board unanimously supports the election of Mr Ratcliffe.

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Resolution 3 & 4: Re-election of directors
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. Accordingly, Mr Rick Christie and Mr Fred Lax are required to retire, but being eligible,
both have offered themselves up for re-election.
The Board considers that both Mr Rick Christie and Mr Fred Lax will be independent directors for
the purposes of the NZX Listing Rules.
Mr. Rick Christie Former Chairman of Ebos Group. Experience as a director on a number of
other major boards, including TVNZ. Previously CEO of investment company Rangatira Ltd.
21 years’ management experience in the international oil and gas industry.
Mr Fred Lax is an executive leader with extensive global experience in the
telecommunications industry. He was formerly a director for 8 years of NASDAQ listed
Ikanos Communications Inc. and former Chief Executive Officer and President of Tekelec
Inc.
The Board unanimously supports the re-election of both Mr Rick Christie and Mr Fred Lax.
Resolution 5: Issue of up to 3,000,000 options to directors and employees
The Company currently has a share option plan (Option Plan), which enables selected directors
and employees of the Company to acquire options to subscribe for ordinary shares in the
Company (Options). The Option Plan is intended to incentivise those directors and employees to
achieve long term shareholder returns, by providing a proportion of their remuneration in shares.
The Company is seeking shareholder approval under Listing Rule 4.2.1 to issue up to 3,000,000
Options (the Approved Option Pool), which may be allocated amongst the employees and
directors of the Company as the Board sees fit subject to the terms of the Option Plan and
maximum allocation amounts set out below. The Options must be issued and allocated within
12 months of obtaining shareholder approval. This explanatory note explains why Resolution 5
is being put before shareholders and describes the key terms of which directors and employees
will be offered Options from the Approved Option Pool.
Terms of Issue of the Options
The Options will be issued for nil consideration on the terms set out below and, in all other respects,
subject to the terms of the Option Plan. The principal terms of issue of the Options are as follows:
• Ratio: Each Option entitles the holder to subscribe for one ordinary share in the Company.
• Exercise price: the exercise price payable in respect of each Option granted under the Approved
Option Pool will be as follows:

(a) in respect of the 300,000 Options to be granted from the Approved Option Pool to Mark
Ratcliffe (Non-Executive Director Options), the exercise price will be $0.90 per Option, and

(b) in respect of all other Options granted from the Approved Option Pool, the exercise price will
be determined by the Board when the Options are granted (with such price is either the
market price of the Company’s shares at the relevant time the offer of Options is made, or
the volume weighted average price of the Company’s shares 10 business days before the
offer of Options is made).

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• Exercise date: The Options shall be exercisable as follows:

(a) the Non-Executive Director Options shall become exercisable in 12 equal quarterly tranches
split over the first 3 years from 1 January 2020 (resulting in the initial 3 quarterly tranches
being accelerated from the date Mark Ratcliffe became a director), and

(b) in respect of other Options granted from the Approved Option Pool, the Options will
(generally) become exercisable in 12 quarterly tranches split over the first 3 years following
the date the Options are granted.


Exercise period: Options may only be exercised in the period commencing on the date on which
the Options become exercisable and ending on the date that is 5 years after the date the Options
are granted. As such, the holder will have at least 2 years after all the options have become
exercisable to exercise each tranche before the Options expire.


• Lapse of Options: Should the services of an employee or director cease to be retained by the
Company, or a subsidiary of the Company, then:

(a) any Options held by such employee or director which are not exercisable shall immediately
lapse; and

(b) any Options held by such employee or director which are exercisable shall lapse 1 month
after the day such services cease to be retained by the Company, unless such Options are
exercised or have otherwise expired prior to that date.

• Settlement: On exercise, the holder of Options being exercised may elect either ‘full settlement’ or
‘net settlement’. Where full settlement is elected, the holder pays the exercise price for any
Options exercised and receives one share for each option exercised. Where net settlement is
elected, the holder receives a number of shares equal, in value, to the ‘net settlement amount’.
The net settlement amount equals the total market price of the shares to be issued under the
exercised Options (if full settlement had been elected), less the total exercise price for those
Options, and then multiplied by the number of Options exercised. The net settlement amount is
then divided by the market price to determine the number of shares in the Company to be issued
to that holder.

• Rank: All shares issued upon exercise of an Option (following payment of the exercise price)
shall rank equally in all respects with the Company’s other ordinary shares on issue at the
relevant exercise date.

• Transferability: Options are non-transferable.

• Voting and distribution rights: Options will carry no voting rights and no right to dividends or
other distributions declared by the Company.

• Bonus, issues, consolidations or subdivisions: On any bonus issue, consolidation, subdivision or
other reconstruction of shares the number of shares over which each Option is exercisable will
be adjusted in proportion to the reconstruction, and the exercise price will remain unchanged.

There is no cash consideration to be paid by the directors or employees in order for them to be
issued the Options.

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Number of Options in Approved Option Pool 3,000,000 (representing 2.29% of all ordinary
shares on issue in the company as at 31
August 2020)
Maximum number of Options that may be
allocated to directors from the Approved Option
Pool
1,499,999
Maximum number of Options that may be
allocated to employees (excluding executive
directors) from the Approved Option Pool
3,000,000
Ratio Options may be exercised into ordinary shares
on a 1 for 1 basis
Exercise price
• In respect of the Non-Executive
Director Options, $0.90, and
• In respect of other Options granted
under the Approved Option Pool, the
exercise price to be determined by the
Board having regard to the relevant
market price of the Company’s shares
at the relevant time.

Anticipated immediate grant of Non-Executive Director Options
Subject to the approval of this resolution, the Board intends to immediately grant Mark Ratcliffe
300,000 Options from the Approved Option Pool (being the Non-Executive Director Options described
above).
The exercise price for each Non-Executive Director Option is $0.90, being the market price of the
Company’s shares at close of trading on 31 December 2019 (the market price when Mark Ratcliffe
became a director of IKE). It represents a discount of 7.2% to the market price of the Company’s
shares (being $0.97) prior to the opening of trading on the date of this Notice of Meeting.
In all other respects, the Non-Executive Director Options will be issued under the same terms as
Options are currently issued to employees and executive directors under the Option Plan. The key
terms of the Option Plan are set out below.
What is the purpose of the Option Plan?
The Board considers it important to ensure that all directors and employees of the Company are
given an opportunity to participate in any future grant of Options on the same terms, thereby
ensuring that all directors (including non-executive directors) and employees have the ability to share
the future success of the Company and are incentivised to achieve long term shareholder returns.
Currently, in accordance with the Listing Rules non-executive directors cannot participate in such
Option pool without shareholder approval (refer to the “Why is shareholder approval needed?” section
below).

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The issue of Options to both executive and non-executive directors is important in securing and
retaining the services of suitably talented and qualified individuals to act as directors for a growth
company such as the Company. It is anticipated that the issue of Options to non-executive directors,
executive directors and employees will secure the long-term services of such individuals and align
their interests with the creation of shareholder value.
How many unexpired Options have been granted to date?
The Options granted by the Company to date, which are yet to be exercised and have not expired as
at the date of this Notice of Meeting, are set out below:

Number of Options Grant date Expiry date Exercise price Held by
725,000 1/07/2018 31/03/2021 $0.54 Employees (excluding directors)
400,000 11/09/2018 31/03/2021 $0.54 Glenn Milnes (CEO & Managing
Director)
1,000,000 11/09/2018 31/03/2021 $0.54 Non-Executive directors
25,000 1/10/2018 31/03/2021 $0.54 Employees (excluding directors)
250,000 1/01/2019 31/12/2021 $0.64 Bill Morrow (Non-executive director)
1,100,000 28/06/2019 31/03/2025 $0.51 Employees (excluding directors)
75,001 21/08/2019 31/03/2025 $0.51 Employees (excluding directors)
200,000 3/09/2019 31/03/2025 $0.51 Employees (excluding directors)
249,999 3/09/2019 31/03/2025 $0.51 Non-Executive directors
400,000 2/12/2019 31/03/2025 $0.51 Glenn Milnes (CEO & Managing
Director)
150,000 10/02/2020 30/09/2025 $0.65 Employees (excluding directors)
4,575,000 (total)
The options referred to in the table above represent 3.49% of all ordinary shares on issue in the
company as at 31 August 2020.
Why is shareholder approval needed?
Listing Rule 4.1.1 prohibits the Company from issuing any equity securities without shareholder
approval unless the issue is made in accordance with any of the Listing Rules 4.3 to 4.9. The issue
of the Non-Executive Director Options does not fall within any of the enabling provisions under
Listing Rules 4.3 to 4.9. Accordingly, if the Company wishes to establish a pool of Options in which
all directors and employees of the Company may participate, such pool of Options must be approved
by shareholders.
Effect on shareholders
If shareholders approve the issue of the Options, any new shares issued on exercise of those Options
will have a dilutive effect on shareholders. In the event that all of the Options are issued, and all of
those Options were exercised, the new shares to be issued on exercise of the Options would
represent 2.29% of the total number of ordinary fully paid shares currently on issue in the Company
as at 31 August 2020.

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If shareholders do not approve the issue of the Approved Option Pool, the Remuneration Committee
of the Board will likely consider other alternative forms of remuneration for the non-executive
directors of the Company and seek shareholder approval for such other remuneration in due course.
Additionally, if shareholders do not approve the issue of the Options, the Company may not be able
to attract suitably talented and qualified individuals to act as directors for the Company, in a
competitive market where options are an expected part of total director’s remuneration.
IMPORTANT INFORMATION
Virtual Annual Meeting
Shareholders will only be able to attend and participate in this year’s Annual Meeting virtually via an
online platform provided by our share registrar, Link Market Services at
www.virtualmeeting.co.nz/ike20 .
Shareholders attending and participating in the virtual Annual Meeting will be able to vote and ask
questions during the meeting. If you will attend the Meeting online, you will require your CSN/Holder
Number for verification purposes.
More information regarding virtual attendance at the Annual Meeting (including how to vote and ask
questions virtually during the meeting) is available in the ‘Virtual Annual Meeting Online Portal Guide’
available at http://www.virtualmeeting.co.nz/help.
Proxies
Any shareholder who is entitled to attend and vote at the Annual Meeting may appoint a proxy, who
need not be a shareholder, to attend and vote instead of him/her by completing and returning the
enclosed proxy form. If you appoint a proxy you may either direct your proxy how to vote for you or
you may give your proxy discretion to vote as he/ she sees fit. If you wish to give your proxy
discretion, then you must mark the appropriate boxes on the form to grant your proxy that discretion.
If you do not tick any box for a particular resolution, your proxy may vote as they choose.
Shareholders can elect to vote their proxies online by visiting vote.linkmarketservices.com/IKE or by
scanning the QR code on the Proxy Form with your smartphone.
If you do not name a person as your proxy, but otherwise complete the proxy form in full, or your
named proxy does not attend the meeting, the Chairman will be appointed your proxy and may only
vote in accordance with your express direction.
The Chairman of the meeting or any director is willing to act as proxy for any shareholder who
appoints him/her for that purpose. If you tick the ‘Proxy Discretion’ box, you acknowledge that they
may exercise your proxy even if they have an interest in the outcome of that resolution (subject to
any restrictions contained in the NZX Listing Rules). The Chairman and directors intend to vote all
discretionary proxies in favour of all resolutions other than resolution 5 (which they are unable to
vote in favour of due to being a resolution under Rule 4.2.1). They may not exercise discretionary
proxies. Accordingly, if a director or Chairman is appointed as proxy, it is necessary to give them
voting instructions on the proxy form for resolution 5.
The completed proxy form must be received by the share registry no later than 2.00pm, Sunday 27
September 2020.
Shareholders can complete their proxy online at vote.linkmarketservices.com/IKE.

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NZX Register holders:
You will need to enter your CSN/Holder Number and Authorisation Code (FIN) to securely complete
your proxy appointment online.
ASX Register holders:
You will need to enter your Holder Number and postcode to securely complete your proxy
appointment online.
If you wish to mail the proxy form then please send it to our share registry, Link Market Services
Limited, using the freepost envelope incorporated into the form.
Alternatively, you can scan and email the completed proxy form to
meetings@linkmarketservices.co.nz (please put the words IKE Proxy Form in the subject line for
easy identification).
Voting
Voting entitlements for the Annual Meeting will be determined as at 5.00pm on Friday 25 September
2020. Registered shareholders at that time will be the only persons entitled to vote at the Annual
Meeting and only the shares registered in those shareholders’ names at that time may be voted at
the Annual Meeting.
The Chair will require voting at the Annual Meeting to be conducted by poll, as required by the NZX
Listing Rules.
No shareholder is restricted from voting on Resolutions 1 to 4 under the NZX Listing Rules. The
directors of the Company and their Associated Persons (as defined in the NZX Listing Rules) are
unable to vote in favour of Resolution 5 in accordance with the NZX Listing Rules.
Resolutions
All the resolutions set out in this Notice of Meeting are ordinary resolutions. An ordinary resolution is
a resolution passed by a simple majority of votes of shareholders who are entitled to vote on the
resolutions and who exercise their right to vote.
Listing Rule References
In this Notice of Meeting, all reference to the Listing Rules are reference to the NZX Listing Rules.
Annual Report
The 2020 Annual Report is available on IKE’s website.
Please go to: https://ike4.ikegps.com/wp-content/uploads/2020/08/IKE-ANNUAL-REPORT-2020.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.