Rakon (RAK) Notice of 2021 Annual Meeting of Shareholders

RAKON LIMITED
Notice of Annual Meeting of Shareholders
Notice is hereby given that the Annual Meeting of Shareholders of
Rakon Limited (Rakon) will be held on Thursday 12 August 2021, commencing
at 2.00pm in Guineas 1 Room, at Ellerslie Event Centre,
Ellerslie Racecourse, 80 Ascot Avenue, Remuera, 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 Bruce Robertson Irvine, who retires by rotation and is eligible for re-election,
be elected as a director of Rakon.
2. That the total annual pool for directors’ fees be increased by $100,000 from
$360,000 to $460,000 with effect from 1 October 2021.

3. That the directors are authorised to fix the remuneration of Rakon’s auditor,
PricewaterhouseCoopers, for the following year.
Please read the Explanatory Notes in relation to Resolutions 1, 2 and 3 and the Procedural
Notes that accompany this Notice of Meeting.
E. General Business
To consider such other business as may be lawfully raised at the meeting.

By Order of the Board
Maureen Shaddick
Company Secretary
15 July 2021

Explanatory Notes
Resolution 1: Re-election of director Bruce Robertson Irvine.
Ÿ 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.
Ÿ Bruce Irvine was last elected at the Annual Meeting of Shareholders held on 7 August 2018.
Ÿ Bruce Irvine retires by rotation and being eligible for re-election now offers himself for election
as a director of Rakon.
Ÿ The Board has determined that Bruce Irvine is an independent director for the purposes of the
NZX Listing Rules.
Ÿ Bruce Irvine is currently a non-executive director of Rakon and will be a non-executive director
of Rakon if re-elected.
Ÿ The Board recommends that you vote in favour of the re-election of Bruce Irvine as a director
of Rakon.
Bruce Irvine is a professional director with extensive knowledge and experience across a
wide range of industries. Bruce was Managing Director of Deloitte Christchurch from 1995 to
2007 when he left to focus on his directorships.
Bruce is currently the chair of Heartland Bank Limited, Market Gardeners Limited and Skope
Industries Limited. He is also a director of Scenic Hotel Group Limited, House of Travel
Holdings Limited and a number of other private companies. Bruce has been a director of
Rakon since 2005 and Chair of the Board since 2018.
Bruce is a Chartered Fellow of the Institute of Directors, as well as an Accredited Fellow
of Chartered Accountants Australia and New Zealand.
The Board values Bruce’s broad business and governance experience and finance expertise.
The Board believes these strengths and Bruce’s deep understanding of the Rakon business
are important for the governance of Rakon. The Board supports Bruce’s re-election as Rakon
positions its governance and management teams to sustain its improved performance,
achieve its strategic goals and respond to new opportunities and risk.
Information including a photograph, about Bruce Irvine, may be found on the Rakon website at
www.rakon.com/investors. Information is also available in Rakon’s 2021 Annual Report and 2021
Review, both of which are available on the company’s website and are available in hardcopy by
request to the company or the company’s share registrar Computershare.
Resolution 2: Increase in total annual pool for directors’ fees.
In accordance with NZX Listing Rule 2.11.1 (a) it is proposed that the total annual pool for
directors’ fees be increased by $100,000 from $360,000 to $460,000 with effect from
1 October 2021.
The proposed increase is the first since 2007 with the total amount paid in any year only
changing over that period to reflect the number of non-executive directors. The Board believes
directors’ remuneration should be reviewed on a regular basis and it should propose increases
for approval by shareholders when necessary to ensure the remuneration remains appropriate
and competitive for the size and complexity of the organisation.

The Board engaged with remuneration consultants Strategic Pay for independent advice on
Rakon’s fees including a comparison to companies of a similar size and performance. The
Board also referred to other director remuneration data including the Institute of Directors,
Directors’ Fees Report 2020/2021.
The Board believes that an appropriate level of fees and a fair and transparent payment
structure are important factors for attracting and retaining the skills and experience required to
govern the business and enhance the long term value of the company for its shareholders.
The table below indicates how the Board intends to implement the proposed change from the
current level of fees. The Board believes that in addition to an increase in the base director
fee and the fee for the Chair, there should be a fee for the chairs of the Board’s two standing
committees and an additional provision reserved to remunerate directors for significant extra
work and attendances. The actual allocation of directors’ fees in each financial year is
reported in the company’s Annual Report.
ROLECURRENT FEES
1
NEW FEES (from 1/10/2021)
Chair$120,000$140,000
Non-executive director (currently 4)$60,000 (x4 = $240,000)$70,000 (x4= $280,000)
Chair of Audit & Risk CommitteeNil$12,000
Chair of People CommitteeNil$8,000
Provision for additional work if requiredNil$20,000
TOTAL$360,000$460,000
1
To review FY2021 Directors’ Fees and Board and Committee meeting attendances refer to pages 45 and 50 of the
2021 Annual Report.
Voting restrictions apply to this resolution (See Procedural Notes for more details).
Resolution 3: Fixing remuneration of Auditor.
Ÿ 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.
Ÿ 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.
Ÿ The Board unanimously recommends that you vote in favour of Resolution 3.
Procedural Notes
Voting
Ÿ 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.
Ÿ Voting entitlements will be determined at the close of trading on Tuesday 10 August 2021.
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 the meeting.

Ÿ Resolutions 1, 2 and 3 are ordinary resolutions. To pass Resolutions 1, 2, and 3, each
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.
Voting Restrictions
Ÿ In accordance with NZX Listing Rule 6.3.1 Rakon will disregard any votes cast in favour
of Resolution 2 by the non-executive directors and their associated persons (as that term is
defined in the NZX Listing Rules), other than where the votes are cast by the directors, or
their associated persons, as proxy for shareholders who are entitled to vote and in
accordance with their express directions on their Proxy/Voting Forms.
Proxies and Corporate Representatives
Ÿ 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 an authorised officer or
representative, to attend the meeting and vote in place of the shareholder.
A Proxy/Voting Form is enclosed with this Notice of Meeting.
Ÿ If you return a Proxy/Voting Form without directing the proxy how to vote on any particular
matter, the proxy may vote as they think fit, or abstain from voting, provided the proxy is
eligible to vote on that matter.
Ÿ As indicated in the enclosed Proxy/Voting Form, the Chair of the Annual Meeting or any
other director of Rakon are willing to act as a proxy for any shareholders who wish to appoint
them for that purpose.
Ÿ 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, a
named person or office (e.g. Board Chair) will act as that shareholder’s proxy and only vote
in accordance with their express directions. In this situation the proxy would not vote, if
expressly granted a discretion, on a resolution which is subject to a voting restriction under
the NZX Listing Rules which applies to the named person or office.
Ÿ 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 2.00pm on Tuesday 10 August 2021:
Ÿ online at www.investorvote.co.nz,
Ÿ by mail to Private Bag 92119, Auckland Mail Centre, Auckland 1142, New Zealand, or
Ÿ by fax to +64 9 488 8787.
Quorum
Ÿ No business may be transacted at the Annual Meeting if a quorum is not present. A quorum
will be present if five shareholders in person or their proxies or representatives are present.
Ÿ If you are attending the Annual Meeting in person, please bring the enclosed
Proxy/Voting Form to the meeting to assist with your registration.
Live Stream
Ÿ If you are unable to attend the meeting and would like to follow proceedings, register for a live
stream of the meeting with presentation slides at this link:
https://us02web.zoom.us/webinar/register/WN_NJxuDDXVQPiRApys7oLW-g

Health and Safety
Ÿ For the health and safety of everyone, we ask that if you have a cough, a high temperature of
38 degrees or more, shortness of breath, sore throat, sneezing and runny nose or temporary
loss of smell that you stay at home.
Questions
Ÿ Shareholders entitled to vote and attend the Annual Meeting may email questions before the
day of the Annual Meeting to Rakon’s Company Secretary, Maureen Shaddick at:
maureen.shaddick@rakon.com. Note: Rakon may aggregate questions on a similar theme
and reserves the right not to address questions that, in the opinion of the Chair of the Annual
Meeting, are not reasonable in the context of an annual meeting of shareholders.
Getting to Ellerslie Event Centre
Ÿ Access to Guineas 1 Room at Ellerslie Event Centre, Ellerslie Racecourse will be
available from 1.30 pm on 12 August 2021.
Ÿ See map below or link: https://www.eventcentre.co.nz/getting-to-ellerslie-event-centre

www.rakon.com

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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 this
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 Rakon or Computershare) and a
signed certificate of non-revocation of the power of attorney must be produced to
Rakon or Computershare with this Proxy Form.
Companies
Where a shareholder is a company or corporate shareholder this Proxy Form
must be signed by a duly authorised officer or attorney. 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.
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 Tuesday 10 August 2021
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
A shareholder who is entitled to attend and vote at the Annual 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 may 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 eligible 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 Annual Meeting will act as your proxy in accordance with your directions
set out in the Proxy Form.
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 prior to admission.
Turn over to complete the form to vote
The 2021 Annual Meeting of Shareholders of Rakon Limited (Rakon) will be held on Thursday 12 August 2021, at 2.00pm in Guineas 1 Room,
Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Remuera, 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 Guineas
1 Room, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Remuera, Auckland, New Zealand on Thursday 12 August 2021, at 2.00pm and at any
adjournment of that meeting.
Proxy/Voting Form
or failing him/herof
STEP 1
ATTENDANCE SLIP
Annual Meeting of Shareholders of Rakon Limited to be held
in Guineas 1 Room, Ellerslie Event Centre, Ellerslie Racecourse,
80 Ascot Avenue, Remuera, Auckland, New Zealand on Thursday
12 August 2021 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 Bruce Robertson Irvine be re-elected as a director of Rakon Limited.
2.
That the total annual pool for directors’ fees be increased by $100,000 from $360,000 to $460,000 with
effect from 1 October 2021.
3.
That the directors are authorised to fix the remuneration of Rakon Limited’s auditor for the following year.
ForAgainstAbstain
Proxy
Discretion
STEP 2
Signature of Shareholder(s) This section must be completed.
or authorised officer or attorneyor authorised officer or attorneyor authorised officer or attorney
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
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