ikeGPS 2022 Notice of Meeting

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Notice of Annual Shareholders Meeting
ikeGPS Group Limited

















For Immediate Release
Date: 15 September 2022

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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 virtualmeeting.co.nz/ike22.
When: Friday 30 September 2022 at 11:30am (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 11:30am (New Zealand time) on Wednesday
28 September 2022.
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 11:30am
(New Zealand time) on Wednesday 28 September 2022.
2. Items of business
The business of the meeting will be:
The Chair’s introduction
The Chief Executive Officer’s presentation
Shareholder discussion
Financial statements
• To receive and consider the financial statements of the Company for the year ended 31
March 2022, together with the auditor’s report on such financial statements, both as
contained in the Company’s 2022 Annual Report.
Resolutions:
The shareholders of the Company are requested to consider and, if thought fit, to pass the following
ordinary resolutions:
1. Auditor’s Remuneration: That the directors of the Company are authorised to fix the auditor’s
remuneration.
2. Re-election of Mr Glenn Milnes: That Mr Glenn Milnes be re-elected as a director of the Company.
3. Non-executive Director Fee Pool: That:

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othe maximum aggregate amount per annum payable by the Company to its non-executive
directors be increased by $230,000, from $320,000 to $550,000, with effect from 1 October
2022; and
oremuneration payable to non-executive directors may, at the Board’s discretion, in whole or in
part, be paid through an issue of fully paid ordinary shares in the Company, provided that any
issue occurs in compliance with NZX Listing Rule 4.7.
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
Alex Knowles
Chair
15 September 2022

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Explanatory notes
Resolution 1: Approval of Board fixing remuneration of auditor
Grant Thornton 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. 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: Re-election of Mr Glenn Milnes
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 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 IKE since 2013. Prior to leading IKE, he held
senior executive, strategy and corporate development positions with Cable & Wireless
International and No. 8 Ventures.
The Board unanimously supports the re-election of Mr Glenn Milnes.
Resolution 3: Non-executive director fee pool
An increase in non-executive directors’ remuneration requires shareholder approval by ordinary
resolution, in accordance with the NZX Listing Rules. The existing maximum aggregate non-
executive director fee pool of $320,000 and the method of remuneration has not changed since
the Company’s IPO in 2014.
The Company’s policy is to offer competitive non-executive director fees to attract and retain
high quality and appropriately skilled Directors, who will best add value to the Company and its
growth strategy. Furthermore, the Company recognises that they need to attract not only New
Zealand-based directors but also suitably qualified US-based directors, which is the Company’s
primary market of operation.
In line with this policy objective, of the Company’s five non-executive directors today three are
based in the US (Alex Knowles, Eileen Healy and Fred Lax) and two are based in New Zealand
(Mark Ratcliffe and Rick Christie). Glenn Milnes, being the managing director, is also based in the
US.
To reflect current fee levels for non-executive directors in both the US and New Zealand market,
the Board has determined that the approved pool should be increased by $230,000, from
$320,000 (which was set in 2014 and has not been reviewed since) to $550,000. This is a 72%
increase from the level established in 2014. As noted, in determining this increase the Board has
reviewed market rates in both the US and New Zealand environments, acknowledging that
market rates paid for directors in the US are materially higher than those in New Zealand.
In connection with this increase, the Board seeks shareholder approval to have discretion to pay
remuneration to non-executive directors either in part or in whole by way of an issue of fully paid

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ordinary shares in the Company, provided that any issue occurs in compliance with NZX Listing
Rule 4.7.
The Board believes that the proposed fee pool for non-executive directors’ remuneration is fair
and reasonable to the Company and to the shareholders and will help to attract and retain highly
qualified directors to the Board. If approved, the increased fee pool would apply from 1 October
2022.
If approved, the Board intends to allocate the increased pool of non-executive directors’ fees as
set out in the below table. However, the Board may, at its discretion, change the allocations
within the aggregate fee pool as the Board deems appropriate from time to time.
Role Proposed Fees post
shareholder approval
Chair $130,000
Non-executive director $90,000
Committee Chair $15,000
Committee member $10,000

Non-Executive Director Role Proposed Fees post
shareholder approval
Alex Knowles Chair $130,000
Eileen Healy Nominations and Remunerations
Committee Chair
$105,000
Fred Lax Audit and Risk Committee Chair &
Nominations and Risk Committee
member
$115,000
Mark Ratcliffe Audit and Risk Committee member
& Nominations and Risk Committee
member
$110,000
Rick Christie Non-executive director $90,000
Total Proposed Fees $550,000

If shareholder approval is not obtained for this resolution, then fees for all non-executive
directors would continue to be limited to the existing fee cap of $320,000.
Under NZX Listing Rule 6.3.1, the non-executive directors and their Associated Persons (as that
term is defined in the NZX Listing Rules) are precluded from voting in respect of this Resolution.
This does not however prevent a non-executive director who has been appointed as a proxy or a
voting representative by another person who is not disqualified from voting, or an Associated
Person of a non-executive director, from voting in respect of the shares held by that other
person in accordance with the express instructions of that other person.

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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/ike22.
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 in their place 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 your proxy 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 Chair will be appointed your proxy and may only vote
in accordance with your express direction.
The Chair of the meeting or any director is willing to act as proxy for any shareholder who appoints
them 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 Chair and directors intend to vote all discretionary proxies in
favour of resolution 1 & 2. If you appoint the Chair or any other non-executive director or any of their
Associated Persons (as that term is defined in the NZX Listing Rules) as your proxy, then that person
can only vote in accordance with your express instructions on Resolution 3 and will not exercise
discretion on that resolution.
The completed Proxy Form must be received by the share registry no later than 11:30am,
Wednesday 28 September 2022.
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.

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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. You can also deliver the Proxy Form
to Link Market Services Limited at Level 30, PwC Tower, 15 Customs Street West, Auckland.
Alternatively, you can scan and email the completed Proxy Form to
meetings@linkmarketservices.com (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 Wednesday 28
September 2022. 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, other
than the non-executive directors and their Associated Persons (as that term is defined in the NZX
Listing Rules) who are precluded from voting on Resolution 3.
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 references to the Listing Rules are references to the NZX Listing Rules.
Annual Report
The 2022 Annual Report is available on IKE’s website.
Please go to: https://ikegps.com/investors/
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.com
Deliver
Link Market Services Limited
Level 30
PwC Tower
15 Custom Street West
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
PROXY FORM FOR THE 2022 ANNUAL MEETING
The Annual Shareholders Meeting of ikeGPS Group Limited (“IKE” or “the Company”) will be held online via the Link Market
Services Virtual Meetings Platform at www.virtualmeeting.co.nz/ike22 on Friday 30 September 2022 at 11:30am (New Zealand
Standard Time). IKE will hold its Annual Meeting of Shareholders online only. For your proxy to be effective it must be received
by 11:30am (New Zealand Standard Time), Wednesday 28 September 2022.
APPOINTMENT OF PROXY
If you do not plan to attend the meeting, you may appoint a
proxy. The Chair of the meeting or any other director is
willing to act as proxy for any shareholder who appoints
them 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 Chair of the meeting will be your proxy and may
vote only in accordance with your express direction.
You can still attend the meeting, even if you have appointed a
proxy, although you will not be able to vote if a proxy has been
appointed.
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 3). If you do not make
an election in respect of a resolution your proxy may (unless
a voting restriction applies) 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 Chair of the meeting or a director as your proxy
If you expressly appoint the Chair 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 Chair and directors intend to vote all discretionary
proxies in favour of Resolution 1 & 2. If you appoint the Chair
or any other non-executive director or any of their Associated
Persons (as that term is defined in the NZX Listing Rules) as your
proxy, then that person can only vote in accordance with
your express instructions on Resolution 3 and will not
exercise discretion on that resolution.


Voting Restrictions
No shareholder is restricted from voting on Resolutions 1 to 3
under the NZX Listing Rules, other than the non-executive
directors and their Associated Persons (as that term is defined in the
NZX Listing Rules) who are precluded from voting on Resolution 3.
ATTENDING THE MEETING
The Annual Meeting will be held online only at
www.virtualmeeting.co.nz/ike22. 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 Listing Rules)
online at www.virtualmeeting.co.nz/ike22, on Friday 30 September 2022 at 11:30am (New Zealand Standard Time),and at any
adjournment of that meeting, and to vote on any resolutions to amend any of the resolutions, on any resolution so amended,
and on any other resolution proposed at the meeting (or any adjournment of that meeting), so as to give effect to my/our
intention as set out below, where possible. If you wish, you may appoint as your proxy ‘The Chair 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
11:30am (New Zealand time) on Wednesday 28 September 2022. 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 of the Company are authorised to fix the
auditor’s remuneration.
Item 2 That Mr Glenn Milnes be re-elected as a director of the Company.
Item 3 That:
• the maximum aggregate amount per annum payable by the Company to its
non-executive directors be increased by $230,000, from $320,000 to
$550,000, with effect from 1 October 2022; and
• remuneration payable to non-executive directors may, at the Board’s
discretion, in whole or in part, be paid through an issue of fully paid ordinary
shares in the Company, provided that any issue occurs in compliance with
NZX Listing Rule 4.7.