Amendment to Rakon Notice of Meeting

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




7 August 2025
AMENDMENT TO THE NOTICE OF MEETING
Rakon Limited (NZX: RAK) advises that it has received notice of additional resolutions, put by a
shareholder as permitted by the Companies Act and Rakon’s Constitution. This has required Rakon to
issue an amendment to the Notice of Meeting sent to shareholders on 4 August 2025 (Addendum)
and a new Proxy/Voting Form to replace the form despatched to shareholders on 4 August 2025.
Any shareholders who have already submitted a Proxy/Voting Form (either on-line or otherwise) will
need to submit a new Proxy/Voting Form.
The Addendum includes three additional resolutions put by a shareholder, Five Boys Limited, which
represents the interests of the New Zealand Shareholders’ Association.
The three new resolutions are as follows:
 Resolution 6: That the Board determine the constitutional settings required for Rakon Limited
to include a minority investor voting regime within its Constitution, whereby a controlling
shareholder or a group of shareholders acting in concert with greater than 30% of shares
would not be able to vote on the election or re-election of independent directors.
 Resolution 7: That a revised Constitution, including any amendments determined by the Board
under Resolution 6, is tabled for consideration by shareholders as a special resolution at the
next Annual Shareholders’ Meeting of Rakon Limited.
 Resolution 8: That Brent Robinson be removed as a Director of Rakon Limited.
An Explanatory Statement has been provided by the proposing shareholder and is included in the
Addendum.
All shareholders are encouraged to read the Addendum which includes the Explanatory Statement,
and to cast their vote.
The new resolutions set out in the Addendum will be put to the Annual Meeting after the Resolutions
shown in the original Notice of Meeting. They have been added as Resolutions 6, 7 and 8 in the new
Proxy/Voting Form.
The Board (by majority) supports Resolution 6 and 7 relating to the proposed inclusion of a ‘minority
investor voting regime’.
The Board considers Resolution 8 is inconsistent with their statements in relation to Resolution 4 in
the Notice of Meeting.

IMPORTANT: Any shareholder who has already submitted a Proxy/Voting Form (either on-line or
otherwise) will need to submit a new Proxy/Voting Form in the revised form.

All other details relating to the Annual Meeting of shareholders remain the same (including the date,
time and place of the meeting). The Meeting will be held at 10.30am on 22 August 2025, Great
Northern Room, Ellerslie Event Centre, Remuera, Auckland and online via https://meetnow.global/nz.

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The Board is mindful of its duties to act in the best interests of the company whilst taking into account
the interests of all shareholders, and seeking to ensure that Rakon meets its obligations under relevant
laws and regulations including the Companies Act, the NZX Listing Rules and also the
recommendations in the NZX Corporate Governance Code.
ENDS
Investor and media contact
Nick Laurent
investors@rakon.com
+64 21 240 7541
About Rakon
Rakon’s products help people to connect, explore and innovate. They are the ‘heartbeat’ for
electronic systems, delivering fast, precise and stable timing in everything from mobile networks and
autonomous vehicles to satellite constellations and AI data centres. Whether connecting to a 5G
tower or to a rover exploring Mars, our technology is relied on to deliver the highest performance in
even the most extreme conditions. Thanks to our constant drive to innovate, we continue to
empower our customers to create the next-generation of life-transforming technologies.
For more information, visit rakon.com.

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ADDENDUM TO NOTICE OF MEETING
RESOLUTIONS FOR CONSIDERATION AT THE ANNUAL MEETING OF SHAREHOLDERS 2025
7 August 2025
Dear Shareholder
Rakon Limited (Rakon) issued a Notice of Meeting and Proxy/Voting Form on 4 August 2025 for its 2025
Annual Meeting of Shareholders. This letter is an Addendum to, and forms part of, the Notice of Meeting.
Rakon has received notice of additional resolutions, put by a shareholder, Five Boys Limited (Five Boys), a
holder of 16,700 shares in Rakon, on behalf of the NZ Shareholders’ Association (NZSA) and as permitted
by the Companies Act and Rakon’s Constitution.
This has required Rakon to issue an amendment to the Notice of Meeting (this Addendum) and a new
Proxy Form.
Any shareholders who have already submitted a Proxy Form (either on-line or otherwise) will need
to submit a new Proxy Form.
Three additional resolutions (being Resolution 6, Resolution 7 and Resolution 8) are to be put to
shareholders at the 2025 Annual Meeting of Shareholders. These resolutions are:
 Resolution 6: That the Board determine the constitutional settings required for Rakon Limited to
include a minority investor voting regime within its Constitution, whereby a controlling shareholder
or a group of shareholders acting in concert with greater than 30% of shares would not be able to vote
on the election or re-election of independent directors.
 Resolution 7: That a revised Constitution, including any amendments determined by the Board under
Resolution 6, is tabled for consideration by shareholders as a special resolution at the next Annual
Shareholders’ Meeting of Rakon Limited.
 Resolution 8: That Brent Robinson be removed as a Director of Rakon Limited.
The enclosed Explanatory Notes set out the resolutions and an explanation from NZSA in support of the
proposal.
Also enclosed is a revised Proxy/Voting Form in relation to the ALL resolutions (i.e. resolutions 1 – 8). If you
cannot attend in person or online, please complete and lodge the revised Proxy/Voting Form in accordance
with the instructions on the reverse of the form no later than 5.00pm (NZST) on Wednesday 20 August
2025.
IMPORTANT: Any shareholder who has already submitted a Proxy/Voting Form will need to submit a new
Proxy/Voting Form in the revised form.
All other details relating to the 2025 Annual Meeting of Shareholders remain the same. The meeting will be
held at 10.30am on Friday 22 August 2025 in the Great Northern Room, Ellerslie Event Centre, Remuera,
Auckland and online via https://meetnow.global/nz.
Resolutions 6 and 7: Minority investor voting regime and revised constitution
As indicated in the Letter from the Chair that accompanied the Notice of Meeting, the Board believes that
strong representation by independent directors is in the best interests of Rakon and all its shareholders.
The Board (by a majority) supports Resolution 6 and Resolution 7.

Resolution 8: Removal of Brent Robinson as a Director
The Board notes that Resolution 8 is inconsistent with the indication given in the Notice of Meeting in
relation to the Board’s support for Resolution 4.
Proxies and corporate representatives
In addition to the Procedural Notes included in the Notice of Meeting, the following additional matters
should be noted in relation to Resolutions 6, 7 and 8:
 The Chair and the other independent Directors intend to vote any discretionary proxies given to them
in favour of Resolutions 6 and 7, and against Resolution 8.
 The non-independent Directors (Brent Robinson and Jung Meng Tseng) intend to vote any
discretionary proxies given to them against Resolutions 6, 7 and 8.
For more information contact:
Investors and media
Nick Laurent
investors@rakon.com
+64 21 240 7541

Important Document Enclosed: Explanatory Notes and statement from the NZ Shareholders’
Association in relation to the resolutions is provided on the following pages.

August 7, 2025

Explanatory notes supporting Ordinary Resolutions proposed by NZ Shareholders’ Association for
Rakon Limited 2025 Annual Shareholder Meeting
These explanatory notes support the three Ordinary Resolutions proposed by a Shareholder on behalf of
NZ Shareholders’ Association Limited for the 2025 Annual Shareholders Meeting of Rakon Limited.
About NZSA
The NZ Shareholders’ Association (NZSA) is a non-profit organisation that has been advocating for the
interests of investors in New Zealand’s capital markets since 2001.
We have your interests as shareholders at heart.
Context
NZSA has noted the commentary provided by Rakon in its Notice of Meeting and Chair’s letter to
shareholders, both issued on August 4
th
.
The Chair’s letter outlined the process around her replacement and, as a consequence, the proposed
intention of the two largest shareholders in the company, Brent Robinson, and Siward Crystal Technology
Company Limited (‘Siward’), advising they would be voting against the three recently appointed
independent Directors.
This includes the new Chair-elect, Dr. Mark Bregman, Dr. Lisbeth Jacobs, and Jon Raby
1
. The Chair’s letter
notes that Brent Robinson, a non-independent Director on the Rakon Board, had also expressed his interest
in becoming the Chair of Rakon, however, chose not to participate in the selection process.
All three directors were appointed to the Board during 2024 and 2025, following the resignation of previous
independent directors Keith Watson (February 2025), Keith Oliver (October 2024), Sinead Horgan (August
2024) and Steve Tucker (March 2024).
Lorraine Witten, the current Chair, has signalled her resignation following Rakon’s upcoming shareholder’s
meeting.
Interests associated with Brent Robinson own approximately 19.67% of Rakon Limited, with Siward owning
12.19%.

NZSA Resolutions
The following resolutions have been proposed by Five Boys Limited
2
, a holder of 16,700 Rakon Limited
shares acting as a representative of NZSA. These are to be put to the upcoming Annual Shareholders
Meeting of Rakon Limited:
1. That the Board determine the constitutional settings required for Rakon Limited to include a
minority investor voting regime within its Constitution, whereby a controlling shareholder or a
group of shareholders acting in concert with greater than 30% of shares would not be able to vote
on the election or re-election of independent directors.
2. That a revised Constitution, including any amendments determined by the Board under
Resolution (1), is tabled for consideration by shareholders as a special resolution at the next
Annual Shareholders Meeting of Rakon Limited.
3. That Brent Robinson be removed as a Director of Rakon Limited.

NZSA Rationale for proposing these Resolutions.

1
Mr Jon Raby is a Non-Executive Director of NZSA. Under NZSA’s conflict of interest provisions, he has had no input into
NZSA’s discussions or decisions related to Rakon Limited.
2
Address: c/- New Zealand Shareholders’ Association, 4th Floor, Smith & Caughey Building, 253 Queen Street, Auckland,
1010.

Independent Governance
1. While NZSA would expect succession of directors over time, we are concerned at the scale of turnover
of independent directors over the last twelve months. This, coupled with the stated intention of Brent
Robinson to not support the recently appointed independent directors at this meeting, provides
evidence that independent governance has encountered difficulties at Rakon Limited.
In the long-term, good governance supports good performance.
2. We note Brent Robinson’s stated intention to become Chair of Rakon Limited. As a former Chief
Executive and a large shareholder, his appointment as Chair would be on a non-independent basis,
further reducing independent governance at Rakon Limited, to the detriment of independent
shareholders.
3. We note that should all independent directors be removed from Rakon Limited, that the company would
be in breach of NZX Listing Rules. This creates significant risk for independent shareholders of Rakon
Limited.
Even if new directors are found following the shareholder meeting, NZSA would have concerns as to
their underlying independence and ability to act with unfettered judgement, given that they serve at the
pleasure of the controlling shareholder block.

Board capability
1. Brent Robinson has indicated to NZSA, and via the media, that he wants governance that has “deep
sector expertise, commercial acumen, and strategic alignment required to compete in fast-moving
global markets. Governance that satisfies procedural checklists but lacks execution capability is not fit
for purpose.” We struggle to reconcile this statement with his stated intention to vote against the three
independent directors.
2. NZSA notes the diverse biographies and capability of Dr. Lisbeth Jacobs, Dr. Mark Bregman (Chair
elect) and Jon Raby. We also note the board skills matrix published by the company within its Annual
Report.
3. NZSA contends that the current independent directors of Rakon Limited collectively offer strong and
diverse skills to support the long-term development Rakon Limited.

Performance under the Robinsons
1. Brent Robinson undoubtedly offers a long connection with the company founded by his father, Warren
Robinson. Brent Robinson acted as Rakon’s Chief Executive between 1986-2022.
2. NZSA questions, however, whether this long association resulted in significant benefit for
shareholders during his tenure as CEO, as demonstrated by the 20-year share price history.
3. We note that recently, Rakon has benefitted from a boom in semiconductor prices (2022) and
speculative takeover interest (2023). However, we also note that the share price appears to have
stabilised at a “new” level ($0.70-$0.80) significantly above the level achieved in the early 2010’s.
4. This indicates that Rakon shareholders have likely benefitted from independent governance and
leadership of Rakon since 2022.

No rationale
1. Rakon has had its challenges through the post-Covid period, including the receipt of a non-binding
indicative offer that would ultimately not proceed to a formal offer.
2. It has also experienced difficult market conditions in some of its key product segments since 2022,
although there is some evidence that the market cycle is beginning to improve.
3. NZSA believes that outcomes would have been little different under any other governance
arrangement or leadership.
4. On this basis, we do not believe that a return to the past represented by Robinson family control
would support Rakon’s long-term future.

We note the current composition of the RAK Board is an independent Chair, three independent Directors
and two non-independent Directors. With the retirement of the current Chair Lorraine Witten and the election

of the three independent Directors including Dr Mark Bregman as Chair the new Board would comprise an
independent Chair, two independent Directors and two non-independent Directors. This composition would
accord with the NZX Code of Corporate Governance and NZSA policy.
NZSA is supportive of the three new independent Directors as their individual and collective skill sets bring
much value to the RAK Board.

Questions and Answers
Why does ‘independence’ matter?
NZSA believes there are three key objectives of maintaining Director independence on a Board:
1. Independent judgement: Ensuring that Directors are able to apply an unfettered mind to make
decisions that are in the best interests of the company.
2. Conflicts of interest: Conflicts between the interests of the company and individual Directors
are identified and managed.
Conflicts between different shareholder interests, and the inherent risk that presents to minority
shareholder, are identified and mitigated. We believe this is a particularly important factor in
examining the relationships between the two significant shareholders.
3. Market confidence: Director independence instils confidence in investors.
What is a minority interests voting regime?
NZSA proposes a resolution binding the Board to determine the amendments required to Rakon
Limited’s Constitution to enable the introduction of a minority interests voting regime and to present a
revised Constitution for consideration at the company’s next Annual Shareholder Meeting.
A minority interests voting regime would protect the rights of minority shareholders when it comes to
the election of independent directors, ensuring that their interests are fully represented.
Why does NZSA advocate for a minority interests’ regime?
 Improved confidence of investors in NZ’s capital markets. NZSA notes that 33% of NZX-listed
companies have a controlling shareholder as defined by a 30% threshold (see data). A minority
interests voting regime would be a fit-for-purpose policy that suits the nature of our local listed
market.
 Improved perceptions by all shareholders that Directors are working in the best interests of the
company, as required under the Companies Act.
 Improved valuation metrics for listed companies with a controlling shareholder – these are often
subject to higher risk assessments by minority investors.
What does NZSA mean by a minority interest regime?
NZSA’s proposal stipulates that where a company has 30% or more of its shares owned by a single
shareholder (or shareholders acting in concert), that shareholder (or shareholders) is/are unable to vote
on the election or re-election of independent directors.
What are the benefits of a minority interests voting regime?
NZSA believes that in practical terms, a minority interests voting regime is likely to result in greater
collaboration between different shareholder groups to identify and nominate independent Directors
consider appropriate by all shareholders.
Further, we believe that such a regime would improve the credibility of both independent and non-
independent Directors.