Rakon (RAK) Notice of 2023 Annual Meeting of Shareholders

Rakon Limited
T +64 9 573 5554
8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand
Private Bag 99943, Newmarket, Auckland 1149, New Zealand
Page 1 of 1 w w w . r a k o n . c o m

19 July 2023

Rakon (RAK) Notice of 2023 Annual Meeting of Shareholders

The 2023 Annual Meeting of Shareholders of Rakon Limited will be held at 11.00am on
Wednesday 16 August 2023 in the Newmarket Room, Ellerslie Event Centre, Ellerslie
Racecourse, 80 Ascot Avenue, Remuera, Auckland, New Zealand and online via
https://meetingnow.global/nz

Attached is a copy of the Notice of Meeting, a sample of the Proxy/Voting Form and the Virtual
Meeting Guide. The Notice and Meeting Guide along with an independent report prepared
by Strategic Pay in connection with the resolution in the Notice of Meeting relating to the
proposed increase in the total annual pool for directors’ fees are available at our Investor
Centre here
-ends-

Contacts:
Maureen Shaddick
Company Secretary
investors@rakon.com
Rakon Limited
+64 9 571 9238

Investor and media relations
Nick Laurent
investors@rakon.com
+64 21 240 7541

www.rakon.com
About Rakon
Rakon is a global high technology company and a world leader in its field. The company designs and manufactures advanced
frequency control and timing solutions. Its three core markets are Telecommunications, Positioning and Space and Defence.
Rakon’s products are found at the forefront of communications where speed and reliability are paramount. Its products create
extremely accurate electric signals which are used to generate radio waves and synchronise time in the most demanding
communication applications.
Rakon has three manufacturing plants, six research and development centres, and sixteen customer support offices worldwide.
Founded in Auckland in 1967, Rakon is proud of its New Zealand heritage. It is a public company listed on the New Zealand stock
exchange, NZX, ticker code RAK.

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Rakon Limited
Notice of Annual Meeting of Shareholders 2023

Notice of Annual
Meeting of Shareholders
Notice is hereby given that the Annual
Meeting of Shareholders of Rakon Limited
(Rakon) will be held at:
Newmarket Room, Ellerslie Event Centre,
Ellerslie Racecourse, 80 Ascot Avenue,
Remuera, Auckland, New Zealand
and online via
https://meetnow.global/nz
Wednesday 16 August 2023, commencing at
11.00am NZST.
Shareholders may attend the meeting in
person or online. Shareholders may hear and
watch the meeting and vote and ask questions
via https://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 the guide and access via
the website address shown above.
If it is impractical or not permitted to hold
a physical meeting, 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
Monday 14 August 2023.
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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 Lorraine Witten be re-elected as a director of
Rakon.
2. That Keith Oliver be re-elected as a director of Rakon.
3. That Jung Meng Tseng be elected as a director of
Rakon.
4. That the total annual remuneration pool for directors’
fees be increased by $73,500 from $530,000 to
$603,500.
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
19 July 2023
Notice of Annual Meeting of Shareholders 2023

Explanatory Notes
Resolutions 1 and 2:
Re-election of directors Lorraine Witten and
Keith Oliver
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.
Lorraine and Keith were both last elected at
the Annual Meeting held on 7 August 2020.
Lorraine and Keith will retire at this year’s
Annual Meeting and being eligible for re-
election offer themselves for re-election as
directors of Rakon.
The Board has determined that Lorraine Witten
and Keith Oliver are independent directors for
the purposes of the NZX Listing Rules.
Brief biographies of Lorraine and Keith are
provided to the right.
The Board of Rakon confirms its support for
the re-election of Lorraine Witten and Keith
Oliver and recommends that you vote in
favour of their re-election.
Keith Oliver is a professional director and a business advisor
with Alto Capital where he is also a director. Keith has a
strong investment and commercial background. He is a past
director of a range of New Zealand technology companies
operating in international markets in Asia, Europe and the
Americas.
Keith is currently Executive Chair of Blackhawk Tracking
Systems Limited, and a director of vWork Limited and AoFrio
Limited (previously known as Wellington Drive Technologies
Limited).
Keith is a member of the Rakon Board’s People Committee.
Lorraine Witten is a professional director with extensive
experience in the telco, technology and ICT sectors, as well as
strategy and entrepreneurship. She is a Chartered Fellow of
the New Zealand Institute of Directors and has more than 25
years’ experience in senior management and finance roles.
Lorraine is Chair of NZX listed Move Logistics Group Limited
and a director of Mercury NZ Limited and private company
vWork Limited.
Lorraine is a member of the Rakon Board’s Audit & Risk
Committee and People Committee.
3
Notice of Annual Meeting of Shareholders 2023
IMAGE TO BE SUPPLIED

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 2023
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.
Jung Meng Tseng is an experienced director of businesses in
the frequency control product industry. Jung Meng Tseng (JM)
is the President of Siward Crystal Technology Company Limited,
a company founded in 1988. Siward has grown to become one
of the leaders in the industry globally. Siward is a technology
partner and substantial shareholder of Rakon.
JM is based in Taiwan and actively involved in the decision-
making and activities of the Board of Rakon with the support of
Roger Yao as an observer and translator.
The Board believes JM has extensive technical, industry and
business knowledge and experience, which is very relevant and
important to the Board’s role in governing and developing the
strategic direction of Rakon.
Resolution 3:
Election of director Jung Meng Tseng
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.
Jung Meng Tseng was appointed as a director
by the Board in July 2023 to fill the casual
vacancy created by the retirement in July 2023
of Yin Tang Tseng who had served as a director
since March 2017.
The Board has determined that if elected,
Jung Meng Tseng will not be an independent
director for the purposes of the NZX Listing
Rules.
The Board of Rakon confirms its support
for the election of Jung Meng Tseng and
recommends that you vote in favour of his
election.
A brief biography of Jung Meng Tseng is
provided to the right.
Notice of Annual Meeting of Shareholders 2023

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Resolution 4:
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 $73,500
from $530,000 to $603,500 with effect from 1
October 2023.
The previous increase to Rakon’s non-
executive directors’ fees was approved at the
2021 Annual Meeting.
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
consultant Strategic Pay for independent
advice on Rakon’s fees. The Strategic Pay
report is available at
www.rakon.com/investors
The table to the right indicates how the
Board intends to allocate the proposed
change from the current pool. The indicated
increases to director and chair fees align
with the consultant’s recommended ranges
for directors, chair of Board and chairs of
committees. The proposed increase to the
provision for significant additional work
and attendances reflects the level of fees
that directors believe may be required to
compensate directors if a significant event or
transaction occurs.
The provision for additional work and attendances outlined
in the table is an aggregate sum available to the Board to
remunerate directors for significant extra work or attendances
arising in connection with a significant event or transaction.
It is not an amount payable per director. None of the existing
provision for additional work and attendances has been
allocated to directors in the previous two years since it was
first approved. The actual allocation of directors’ fees in each
financial year is reported in the company’s Annual Report.
Notice of Annual Meeting of Shareholders 2023
ROLECURRENT FEES
1
NEW FEES
(from 1/10/2023)
Chair$140,000$145,000
Non-executive
director
(currently 5)
2
$70,000
(x5 = $350,000)
$72,500
(x5= $362,500)
Chair of Audit &
Risk Committee
$12,000$12,000
Chair of People
Committee
$8,000$9,000
Provision reserved
for significant
additional work
or attendances if
required
$20,000$75,000
TOTAL$530,000$603,500
1
To review FY2023 Directors’ Board and Committee meeting
attendances and fees paid refer to pages 59 and 120 of the
2023 Annual Report.
2
Total amount reflects number of directors
(2021; 4 non-executive directors excluding Chair of Board).
Voting restrictions apply to this resolution
(See Procedural Notes for more details).

Resolution 5:
Fixing remuneration of auditor
PricewaterhouseCoopers (PwC) is reappointed
auditor for Rakon automatically 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
https://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 enclosed Proxy/Voting Form, the Chair
of the Annual Meeting or 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, except where voting restrictions apply.
• If your proxy is not the Chair of the Annual Meeting or
any other director of the company, you must ensure
that you provide their contact details (phone and email
address) on the Proxy/Voting Form.
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 Friday 11 August 2023. 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,
except where voting restrictions apply.
Voting Restrictions
• In accordance with the NZX Listing Rule 6.3.1 Rakon will
disregard any votes cast in favour of Resolution 4 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.
Notice of Annual Meeting of Shareholders 2023
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 or a temperature or other flu-like symptoms
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.
Directions for Ellerslie Event Centre
www.rakon.com
Key Dates and Times
Voting entitlement record date
5.00 pm (NZST) Friday 11 August 2023
Latest time for receipt of proxies
11.00 am (NZST) Monday 14 August 2023
Date and time of Annual Meeting
11.00 am (NZST) Wednesday 16 August 2023
• 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 except in relation to any
resolution subject to voting restrictions.
• 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
voting restrictions) be voted in accordance
with the Chair’s discretion.
• 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 Monday 14 August 2023:
• online at www.investorvote.co.nz
or by scanning the QR code on your
Proxy/Voting Form with your
smartphone,
• by mail to Private Bag 92119,
Auckland Mail Centre, Auckland 1142,
New Zealand.
Access to Newmarket Room at Ellerslie Event Centre, Ellerslie
Racecourse will be available from 10.30 am on 16 August 2023.

7
Notice of Annual Meeting of Shareholders 2023

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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
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.
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.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
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 Monday, 14 August 2023.
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.
Voting Restrictions
Rakon will disregard any votes on Resolution 4 by any non
-executive director of Rakon
and any Associated Person (as defined in the NZX Listing Rules) of any non-executive
director of Rakon, except where any such vote is cast by the director or one of their
Associated Persons as proxy for a person who is entitled to vote and the director or that
Associated Person votes in accordance with express instructions 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 2023 Annual Meeting of Shareholders of Rakon Limited (Rakon) will be held on Wednesday,16th August 2023 at 11.00am (NZST) in the Newmarket Room, Ellerslie
Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Remuera, Auckland, New Zealand and virtually through the web platform https://meetnow.global/nz.
Rakon Limited

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
the Newmarket Room, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Remuera, Auckland, New Zealand and virtually through the web platform
https://meetnow.global/nz on Wednesday, 16th August 2023 at 11.00am (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 the Newmarket Room, Ellerslie Event Centre, Ellerslie
Racecourse, 80 Ascot Avenue, Remuera, Auckland, New Zealand
and virtually through the web platform https://meetnow.global/nz
on Wednesday, 16th August 2023 at 11.00am (NZST)
Items of Business – Voting Instructions/Ballot Paper (for Poll)
Ordinary Resolutions
1.

That Lorraine Witten be re-elected as a director of Rakon.
2.
That Keith Oliver be re-elected as a director of Rakon.
3.

That Jung Meng Tseng be elected as a director of Rakon.
4.
That the total annual pool for directors’ fees be increased by $73,500 from $530,000 to $603,500 with effect
from 1st October 2023.
5.
That the directors be authorised to fix the remuneration of Rakon’s auditor, PricewaterhouseCoopers, for the
following year.
For
AgainstAbstain
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
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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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.