Rakon Notice of 2022 Annual Meeting of Shareholders

Rakon Limited
Notice of Annual Meeting of Shareholders 2022

Notice of Meeting
The Annual Meeting of Shareholders of
Rakon Limited (Rakon) will be held in Guineas
1 Room, at Ellerslie Event Centre, Ellerslie
Racecourse, 80 Ascot Avenue, Remuera,
Auckland, New Zealand and online via
www.meetnow.global/nz
on Thursday 11 August 2022, commencing at
11.00am NZST.
Hybrid Meeting
Shareholders may attend the meeting in
person or online. Shareholders may hear
and watch the meeting and vote and ask
questions via www.meetnow.global/nz.
Details of how to participate ‘virtually’ are
provided in the accompanying Virtual Meeting
Guide, including instructions for accessing the
virtual meeting. If you are attending virtually
you are encouraged to review this guide and
access via the website address shown above.
If it is impractical or not permitted to
hold a physical meeting due to COVID-19
restrictions on gatherings, the meeting may
need to proceed as an online-only meeting.
Shareholders will be advised if there is a
cancellation of the physical meeting.
If you cannot attend in person or online,
please complete and lodge the Proxy/Voting
Form in accordance with the instructions on
the reverse of the form so that it reaches
Computershare by 11.00am (NZST) on Tuesday
9 August 2022.
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Order of Business
A. Welcome
B. Chair’s Address
C. Chief Executive Officer’s Address
D. Shareholders’ Questions
E. Resolutions
To consider and, if thought fit, to pass the
following ordinary resolutions:
1. That Brent Robinson be re-elected as a
director of Rakon
2. That Keith Watson be re-elected as a
director of Rakon
3. That Steven Tucker be elected as a
director of Rakon
4. That Sinead Horgan be elected as a
director of Rakon
5. That the directors be authorised to fix the
remuneration of Rakon’s auditor,
PricewaterhouseCoopers, for the following year.
Please read the Explanatory Notes in relation to each of the
Resolutions and the Procedural Notes and Other Information
that accompanies this Notice of Meeting.
F. General Business
To consider such other business as may be lawfully
raised at the meeting.
On behalf of the Board
Maureen Shaddick
Company Secretary
13 July 2022
Notice of Annual Meeting of Shareholders 2022

Explanatory Notes
Resolution 1 and 2:
Re-election of directors Brent Robinson and
Keith Watson
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 last election or three years,
whichever is longer.
Brent and Keith were both last elected at the
Annual Meeting held on 9 August 2019.
Brent and Keith will retire at this year’s Annual
Meeting and being eligible for election offer
themselves for re-election as directors
of Rakon.
The Board has determined that Brent Robinson
is not an independent director for the
purposes of the NZX Listing Rules.
The Board has determined that Keith Watson
is an independent director for the purposes of
the NZX Listing Rules.
The Board of Rakon confirms its support for
the re-election of Brent Robinson and Keith
Watson and recommends that you vote in
favour of their re-election.
Keith Watson is a professional director and Chartered
Member of the Institute of Directors in New Zealand.
Keith 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 the chair of Opus International
Consultants Limited and is a past board member of the New
Zealand Technology Industry Association.
Among his current commitments, Keith is a Chair of New
Zealand Institute of Economic Research and a director of
Counties Power Limited, ECL Group Limted and Acumen
Republic Limited.
Keith is a member of the Rakon Board’s People Committee.
Brent Robinson is a substantial shareholder in Rakon and
Chief Technology Officer at Rakon.
Prior to 1 April 2022 Brent was Rakon’s Managing Director and
Chief Executive Officer, a role he held from 1986 (including
from 2006 when Rakon was listed on the NZX).
Under his leadership Rakon 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.
Brent has a deep understanding of the business and extensive
technical and industry knowledge.
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Notice of Annual Meeting of Shareholders 2022

4
Further information about each of the directors
standing for election and re-election may be found
on the Rakon website at www.rakon.com/investors.
Information is also available in Rakon’s 2022 Annual
Report, which may be found on the company’s
website and is available in hardcopy by request
to the company or the company’s share registrar
Computershare.
Sinead Horgan is a business consultant and professional
director and a Chartered Member of the Institute of Directors
New Zealand and a Fellow of the Institute of Chartered
Accountants Ireland.
Sinead is a director and chairs the Audit and Risk Committees of
FMG (Farmers Mutual Group), Bank of China (NZ) Limited, Eco
Central Limited and Leighs Construction Limited.
Sinead is also a director of Taggart Earthmoving Limited, a trustee
and Chair of the Audit and Risk Committee of the healthcare
charity Maia Health Foundation, Chair of Assistance Dogs New
Zealand Trust, Advisory Chair of FuseIT and a co-owner and
director of business consultancy Morrison Horgan.
Sinead held senior roles in accounting, private equity and
commercial banking in PwC, Accenture, ANZ and BNZ across
Europe, the Americas, Asia, Australia and New Zealand.
Sinead is the Chair of the Rakon Board’s Audit and Risk
Committee.
Steven Tucker is a professional director and a Chartered
Member of the Institute of Directors New Zealand and a
Fellow of Chartered Accountants Australia and
New Zealand
Steve has extensive governance and experience over 20 years’
senior management experience in the technology sector
including as Deputy Chief Executive of Gallagher.
Steve is Chair of Gallagher Holdings Limited and Good
Nature Limited and the Primary Growth Partnership Caprine
Innovations NZ Programme and a director of HJ Asmuss and Co
Ltd, Taska Prosthetics Limited, 5th Element Limited and Purpose
Capital Impact Fund.
Steve is a member of the Rakon Board’s Audit and Risk
Committee.
Resolution 3 and 4:
Election of directors Steven Tucker and
Sinead Horgan
NZX Listing Rule 2.7.1 provides that a director
who has been appointed by the Board must
not hold office (without election) past the
next annual meeting following the director’s
appointment.
Steven Tucker and Sinead Horgan were
appointed as directors by the Board in October
2021 and January 2022 respectively. Being
eligible they both now offer themselves for
election to the Board of Rakon.
The Board has determined that in its view,
if elected, each of Steven Tucker and Sinead
Horgan will be an independent director for the
purposes of the NZX Listing Rules.
The Board of Rakon confirms its support for
the election of Steven Tucker and Sinead
Horgan and recommends that you vote in
favour of their election.
Notice of Annual Meeting of Shareholders 2022

5
Resolution 5:
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 recommends that you vote in
favour of Resolution 5.

Procedural Notes and
Other Information
Attending in Person or Online
This year the company is holding a hybrid
Annual Meeting. Shareholders may attend the
meeting either in person or online or appoint
a proxy to attend on their behalf.
Shareholders can attend the meeting virtually
through the Computershare meeting platform
http://meetnow.global/nz. To access the
meeting click “Go” under the Rakon meeting
and then click “Join the Meeting Now”. Using
the Computershare meeting platform on
a smartphone, tablet or desktop device,
shareholders will be able to hear and watch
the Annual Meeting and vote and ask written
questions online. Please refer to the Virtual
Meeting Guide which is provided with this
Notice and available on the Rakon website for
more information. Please note you will need
the latest version of Chrome, Safari or Edge
browser to access the meeting. Please ensure
your browser is compatible.
If you have any questions, or need assistance
with the online process, please call
+64 9 488 8777.
Proxies and Corporate Representatives
• A shareholder may attend the Annual Meeting and
vote or may appoint a proxy (who need not be a
shareholder). In the case of a corporate shareholder, an
authorised officer or representative may attend
the meeting and vote in place of the shareholder.
• A Proxy/Voting Form is enclosed with this
Notice of Meeting.
• As indicated in the Proxy/Voting Form, the Chair of the
Annual Meeting and other directors of Rakon are willing
to act as a proxy for any shareholders who wish to
appoint them for that purpose. The Chair and other
directors intend to vote any discretionary proxies in favour
of the resolutions.
• 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. The Chair
and other directors intend to vote any undirected proxies
in favour of the resolutions.
• If, in appointing a proxy, you complete the Proxy/Voting
Form in full but do not name a person as your proxy, or
your appointed proxy does not attend the meeting, a
named person or office (e.g. Board Chair) will act as your
proxy and vote in accordance with your express directions.
In this situation any undirected votes will (subject to any
restrictions set out in the NZX Listing Rules) be
voted in accordance with the Chair’s discretion.
Voting
• Voting on all resolutions will be by way of poll which
means that each Rakon shareholder has one vote for each
ordinary share held in Rakon by that shareholder.
• Voting entitlements will be determined at 5.00pm (NZST)
on Monday 8 August 2022. 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
number of shares registered in those shareholders’ names
at that time may be voted at that meeting.
• All of the resolutions are ordinary resolutions. To pass,
each resolution requires a simple majority of the votes
of those shareholders who are entitled to vote and voting
on the resolution in person or by proxy at the meeting.
• Directors standing for re-election and election intend to
vote their own shares (if any) in favour of the resolutions.
Notice of Annual Meeting of Shareholders 2022

6
Quorum
• 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 online, or their proxies or
representatives are present.
• If you are attending the Annual Meeting in person, please
bring the enclosed Proxy/Voting Form to the meeting to
assist with your registration.
Health and Safety
• For the health and safety of everyone, we ask that if you
have a cough, a temperature, shortness of breath, sore
throat, sneezing and runny nose or loss of taste or smell
that you stay at home.
Questions
• Shareholders entitled to vote and attend the Annual
Meeting may email questions before the day of the
Annual Meeting to Rakon’s Company Secretary, at
investors@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.
• In order for you or your proxy to vote
online, you or your proxy will be required
to enter your CSN Security Holder number
and a postcode, country of residence and
the secure access control number
that is located on the front page of your
Proxy/Voting Form, or follow the prompts
you receive from the share registrar,
Computershare Investor Shares Limited.
• For your proxy appointment to be
effective the completed Proxy/Voting
Form must be received by the share
registrar, Computershare Investor Services
Limited, or the online appointment
completed, no later than 11.00am (NZST)
on Tuesday 9 August 2022:
• online at www.investorvote.co.nz
• by mail to Private Bag 92119,
Auckland 1142, New Zealand,
• by fax to +64 9 488 8787.
Directions for Ellerslie Event Centre
Access to Guineas 1 Room at Ellerslie Event
Centre, Ellerslie Racecourse will be available from
10.30 am on 11 August 2022.
www.rakon.com
Key Dates and Times
Voting entitlement record date
5.00 pm (NZST) Monday 8 August 2022
Latest time for receipt of proxies
11.00 am (NZST) Tuesday 9 August 2022
Date and time of Annual Meeting
11.00 am (NZST) Thursday 11 August 2022

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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
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 11.00am (NZST) on Tuesday 9 August 2022.
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 them 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.
Attending the meeting virtually
If you propose to attend the meeting online, please read the enclosed Virtual Meeting
Guide prior to the meeting. You can participate in the meeting virtually through the
web platform https://meetnow.global/nz. You will be able to view presentations, ask
questions and cast your vote from your own computer, mobile or similar device.
For any assistance with the process, please contact Computershare on
+64 9 488 8777 between 8.30am – 5.00pm Monday to Friday.
Turn over to complete the form to vote
The 2022 Annual Meeting of Shareholders of Rakon Limited (Rakon) will be held on Thursday 11 August 2022 at 11.00am (NZST) in Guineas 1 Room, Ellerslie
Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Remuera, Auckland, New Zealand and virtually through the web platform https://meetnow.global/nz.

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 and virtually through the web platform
https://meetnow.global/nz on Thursday, 11th August 2022 at 11.00 (NZST) 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 and virtually
through the web platform https://meetnow.global/nz on
Thursday, 11th August 2022 at 11.00 (NZST).
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 Robinson be re-elected as a director of Rakon.
2.
That Keith Watson be re-elected as a director of Rakon.
3.

That Steven Tucker be elected as a director of Rakon.
4.
That Sinead Horgan be elected as a director of Rakon.
5.
That the directors be authorised to fix the remuneration of Rakon’s auditor, PricewaterhouseCoopers, 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
SIGN
Elect Electronic Communications
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Want to receive your communications quickly? Elect electronic communications by providing your email address below

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.