ikeGPS 2021 Notice of Meeting

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General Enquiries
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PROXY FORM FOR THE 2021 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/ike21 on Thursday 30 September 2021 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), Tuesday 28 September 2021.
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, subject to the voting restrictions that
apply to Resolution 4.
Voting Restrictions
No shareholder is restricted from voting on Resolutions 1 to
3 under the NZX Listing Rules. In accordance with NZX Listing
Rule 6.3.1, any shareholder who acquired shares under the
Placement (and their respective Associated

Persons) is disqualified from voting in favour of Resolution 4,
except where such shareholder is casting a vote under an
expressly directed proxy of a person who is not disqualified
from voting on the resolution.
ATTENDING THE MEETING
The Annual Meeting will be held online only at
www.virtualmeeting.co.nz/ike21. 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.

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/ike21, on Thursday 30 September 2021 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 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:

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
Tuesday 28 September 2021. 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.


Question:
FOR
AGAINST
PROXY
DISCRETION
ABSTAIN
Item 1 That the directors are authorised to appoint Grant Thornton as
auditor and fix the auditor’s remuneration.
Item 2 That Eileen Healy, appointed by the Board as a director effective 1
April 2021 and who retires and is eligible for election, is elected as an
independent director of ikeGPS Group Limited.
Item 3 That Alex Knowles is re-elected as a director of ikeGPS Group
Limited
Item 4 That, by way of a single ordinary resolution, the shareholders of
ikeGPS Group Limited approve and ratify for all purposes, including NZX
Listing Rule 4.5.1(c), the previous issue under NZX Listing Rule 4.5.1 of
19,300,000 fully paid ordinary shares in ikeGPS Group Limited to
investors at an issue price of A$0.95 / NZ$1.00 on 19 August 2021.

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

















For Immediate Release
Date: September 15, 2021

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1. Notice
Dear Shareholder
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/ike21
When: Thursday 30 September 2021 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 Tuesday 28
September 2021.
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 Tuesday 28 September 2021.
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 2021, together with the auditor’s report on such financial statements, both as
contained in the Company’s 2021 Annual Report.
Resolutions:
The shareholders of the Company are requested to consider and, if thought fit, to pass the following
ordinary resolutions:
1. Auditors Appointment and Remuneration: Grant Thornton is appointed as auditor of the Company
and the directors be authorised to fix the auditor’s remuneration.
2. Election of Eileen Healy: That Eileen Healy, appointed by the Board as a director effective 1 April
2021 and who retires and is eligible for election, is elected as an independent director of ikeGPS
Group Limited.
3. Re-election of Alex Knowles: That Alex Knowles is re-elected as a director of ikeGPS Group Limited.

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4. Placement capacity: That, by way of a single ordinary resolution, the shareholders of ikeGPS Group
Limited approve and ratify for all purposes, including NZX Listing Rule 4.5.1(c), the previous issue
under NZX Listing Rule 4.5.1 of 19,300,000 fully paid ordinary shares in ikeGPS Group Limited to
investors at an issue price of A$0.95 / NZ$1.00 on 19 August 2021.

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
15 September 2021

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Explanatory notes
Resolution 1: Approval of Board fixing remuneration of auditor
The Companies Act 1993 requires the Company to appoint an auditor and provides that the fees
and expenses of an auditor appointed at an Annual Meeting can be fixed in the manner
determined at that meeting.
In September 2021, following a formal request for proposal process for external audit services,
the Company announces that Grant Thornton was the successful party in that process. The
directors recommend that Grant Thornton be appointed as auditor for the financial year ending
31 March 2022.
The appointment of Grant Thornton brings in a firm with broad experience dealing with complex
Listed clients. The Grant Thornton audit team for the year ending 31 March 2022 will be led by
Brayden Smith.
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.
Prior to their appointment (subject to shareholder approval) the Board assessed and confirmed
the independence of Grant Thornton.
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.
Eileen Healy, being a director who was appointed by the Board during the year, retires from
office. Being eligible, Eileen Healy has offered herself for election.
The Board considers that Eileen Healy will be an independent director for the purposes of the
NZX Listing Rules if elected to the Board.
Eileen Healy is an industry leader and serial entrepreneur who has founded two high-tech start-
ups addressing the U.S. communications market: Healy & Co, an innovative company providing
outsourced engineering to the U.S. utility market. Customers include AT&T Mobility, T-Mobile,
Vodafone, Verizon Wireless, Frontier Communications, and FirstNet. She also founded and sold
Telecompetition Inc., a data analytics company.
Prior to that, Eileen held senior positions with Pacific Bell and Gartner Group. Healy & Co’s
current contracts include the build of a greenfield 5G network using ORAN (Open Radio Access
Network) across all of the U.S. for a major mobile network operator and the transition of a 4G
network from Los Angeles County to AT&T Inc. Based in San Francisco, she holds a B.S. in
Electrical Engineering from University of California, Berkeley.
Eileen’s other past roles include:
• Consultant for the California Public Utilities (CPUC) to evaluate options to hold network
operators accountable for pole safety.
• CEO of the primary vendor for all T-Mobile USA backhaul circuit design, provisioning and
process management across North America.

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• CEO of Telecompetition Inc., directing software development of ATIVA (Advanced
Telecommunications Industry Views and Analysis) based on her patented technology.
• Co-Chairwoman of IEEE committees and work with the ITU on a range of technology
initiatives.
The Board unanimously supports the election of Eileen Healy.
Resolution 3: Re-election of Alex Knowles
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, Alex Knowles is required to retire, but being eligible, has offered himself up
for re-election.
Alex Knowles has investing and operating experience with international companies in the
information technology and transportation industries. He was formerly Chief Operating
Officer of the largest international freight forwarder and small parcel consolidator in the U.S.
The Board considers that Alex Knowles will be a non-independent director for the purposes of
the NZX Listing Rules if re-elected to the Board.
The Board unanimously supports the re-election of Alex Knowles.
Resolution 4: Ratification of Placement
Background
Under the 19 August 2021 placement (the Placement), IKE issued 19,300,000 fully paid ordinary
shares in IKE to new and existing institutional investors who were invited to participate in the
Placement at a price of A$0.95 / NZ$1.00 per share, representing a 13.0% discount to the
volume weighted average price (VWAP) of the Company’s shares as traded on ASX, and a 14.6%
discount to the VWAP of the Company’s shares as traded on the NZX, over the 5 days up to and
including 6 August 2021 (the last day of trading ahead of the announcement of the Placement).
The Placement raised gross proceeds of approximately A$18.3 million (approximately NZ$19.2
million).
Listing Rules requirements – ratification of Placement and refreshed capacity
All of the shares issued under the Placement were issued under NZX Listing Rule 4.5.1. In broad
terms, that Listing Rule permits an issue of shares up to 15% of the issued shares of IKE in any
12 month period without prior shareholder approval. The shares issued under the Placement
were equal to approximately 14.46% of the issued shares of IKE as at the date on which the
shares were issued, being 19 August 2021.
This resolution is being proposed by the Board in accordance with NZX Listing Rule 4.5.1(c), which
allows shareholders to ratify a prior issue of shares under NZX Listing Rule 4.5.1. If shareholders
pass the resolution, and thereby ratify the issue of 19,300,000 shares under the Placement, the
capacity to issue equity securities under NZX Listing Rule 4.5.1 up to the 15% limit permitted by the
rule will be refreshed by that number of shares. This would preserve the ability of IKE to issue further
equity securities up to the 15% threshold in accordance with NZX Listing Rule 4.5.1, should IKE wish
to undertake a further placement of equity securities in the next 12 month period.
Failure to pass this resolution will not affect the validity of the shares issued under the
Placement but will reduce the number of equity securities that can be issued by IKE under NZX
Listing Rule 4.5.1 for a period of twelve months from 19 August 2021.

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Purpose of ratification
Part of IKE’s stated growth objectives is the completion of acquisitions. For instance, in H2
FY21, IKE acquired the assets of Visual Globe LLC. IKE proposes to refresh the company’s
placement capacity to execute quickly on potential future acquisitions if they arise. Having the
flexibility to raise capital quickly strengthens IKE’s ability to enter into tender processes and not
be as constrained by IKE’s placement capacity.
The additional capacity would only be used if a substantial opportunity arose that required
additional funds to be raised. There is no guarantee that any such further issue will be
undertaken or as to the terms of, and timing for, any such issue.
The Board recommends to shareholders that they vote in favour of this resolution, as it will
provide IKE with flexibility to raise money through the issue of further equity securities.

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/ike21.
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 https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
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, subject to the voting restrictions that apply to
Resolution 4.

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The completed proxy form must be received by the share registry no later than 2.00pm, Tuesday 28
September 2021.
Shareholders can complete their proxy online at vote.linkmarketservices.com/IKE.
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 Tuesday, 28
September 2021. 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 3 under the NZX Listing Rules. In
accordance with NZX Listing Rule 6.3.1, any shareholder who acquired shares under the Placement
(and their respective Associated Persons) is disqualified from voting in favour of Resolution 4, except
where such shareholder is casting a vote under an expressly directed proxy of a person who is not
disqualified from voting on the resolution.
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 2021 Annual Report is available on IKE’s website.
Please go to: https://ikegps.com/investors/
Further Information

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