ikeGPS 2026 Annual Meeting - Notice of Meeting

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

















For Immediate Release
Date:

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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: MUFG Pension & Market Services Virtual Meeting Platform at www.virtualmeeting.co.nz/ike26
When: Thursday, 10 September 2026 at 1pm (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.cm.mpms.mufg.com/IKE or using the
Proxy Form. Questions will need to be submitted by 2pm (New Zealand time) on Tuesday 8 September
2026.
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 MUFG Pension & Market Services by
1pm (New Zealand time) on Tuesday 8 September 2026.
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
2026, together with the auditor’s report on such financial statements, both as contained in the
Company’s 2026 Annual Report.
Resolutions:
The shareholders of the Company are requested to consider and, if thought fit, to pass the following
ordinary resolutions:
 Auditor’s Remuneration: That the directors are authorised to fix the auditor’s remuneration.
 Re-election of Mr Alex Knowles: That Mr Alex Knowles, who retires by rotation and is eligible for re-
election, is re-elected as a director of ikeGPS Group Limited.
 Election of Mr Roderick Snodgrass: That Mr Rod Snodgrass, who was appointed to the board in
December 2025, retires and is eligible for re-election, is elected as a director of ikeGPS Group
Limited.

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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
12 August 2026

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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 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, Mr Alex Knowles is required to retire (having held office since 2014 as the
managing director of the Company). Being eligible, Mr Alex Knowles has offered himself for re-
election.
The Board considers that Mr Alex Knowles will be an independent director for the purposes of
the NZX Listing Rules if elected to the Board.
 Mr Alex Knowles has been a director of ikeGPS Group since 2011, and Chair since 2021.
Mr Knowles has extensive experience involving start-ups, investing, acquisitions,
operating experience, and trade sales of international companies in the information
technology and transportation industries. Based in Los Angeles, he has successful lead,
guided and grown a number of companies that have become significant entities in their
respective sectors.
The Board unanimously supports the re-election of Mr Alex Knowles.
Resolution 3: Election of Mr Rod Snodgrass
In accordance with NZX Listing Rule 2.7.1, a director appointed by the board must not hold
office (without re-election) past the next annual meeting following that director’s appointment.
Accordingly, Rod Snodgrass is required to retire (having been appointed by the board in
December 2025). Being eligible, Rod Snodgrass has offered himself for election.
The Board considers that Rod Snodgrass will be an independent director for the purposes of the
NZX Listing Rules if elected to the Board.
 Mr Rod Snodgrass brings extensive experience in strategic business transformation,
digital innovation and new product and revenue growth principally across the
communications and energy sectors where he has deep expertise in scaling technology
centred businesses through his executive leadership roles at Telecom NZ/Spark and
Vector as well as his work advising companies on growth and digital strategy. Mr
Snodgrass is a recognized leader in business transformation and growth strategy who
has successfully guided organizations through market transitions, product innovation,
and revenue expansion initiatives across the telecommunications, energy and
technology sectors.
The Board unanimously supports the re-election of Mr Rod Snodgrass.

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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, MUFG Pension & Market Services at
http://www.virtualmeeting.co.nz/ike26.
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://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.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.cm.mpms.mufg.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
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 Chair and directors intend to vote all
discretionary proxies in favour of resolutions 1 to 3.
The completed proxy form must be received by the share registry no later than 1pm, Tuesday 8
September 2026.
Shareholders can complete their proxy online at vote.cm.mpms.mufg.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, MUFG Pension & Market
Services Limited, using the freepost envelope incorporated into the form.

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Alternatively, you can scan and email the completed proxy form to
meetings.nz@cm.mpms.mufg.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 5pm on Tuesday 8 September
2026. 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, 2 and 3 under the NZX Listing Rules.
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 2026 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, MUFG Pension
& Market Services on +64 (9) 375-5998.

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Go online to vote.cm.mpms.mufg.com/IKE to appoint your proxy

LODGE YOUR PROXY
















Proxy Form for ikeGPS Group Limited 2026 Annual Shareholders Meeting

Notice is hereby given that the Annual Shareholders Meeting of ikeGPS Group Limited (“the Company”) will be held online through the MUFG Pension &
Market Services meeting platform at www.virtualmeeting.co.nz/ike26 at 1pm (New Zealand time) on Thursday, 10 September 2026. You will require your
CSN/Holder Number for verification purposes.
If you will not attend the meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgment instructions
above) to ikeGPS Group Limited’s share registry, MUFG Pension & Market Services, by no later than 1pm on Tuesday, 8 September 2026. You can also
appoint your proxy and vote on the resolutions on the reverse of this form online by going to vote.cm.mpms.mufg.com/IKE or by scanning the QR code
above with your smartphone.


Thursday, 10 September 2026 at 1pm (New Zealand time)


Virtual

www.virtualmeeting.co.nz/ike26

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint “The
Chair of the Meeting” or any other director as your proxy or as alternative
to your named proxy. The Chair of the Meeting and directors intend to vote
all discretionary proxies in favour of the relevant resolution.

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 resolution. If you return this
form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote will be invalid on that
resolution. If this Proxy Form is returned duly signed by a Shareholder with
voting instructions included, but without specifying a person that is
appointed as proxy, or your named proxy does not attend the meeting, the
Chair of the Meeting is deemed to be the proxy for the purpose of that form,
but only to vote to the extent of the voting instructions provided.

Attending the meeting
If you plan to attend the meeting, you can join via the MUFG Pension &
Market Services meeting platform at
www.virtualmeeting.co.nz/ike26. You will require your CSN/Holder Number
for verification purposes.

A corporation may appoint a person as its representative to attend and vote
at the Meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of 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.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.



Online
vote.cm.mpms.mufg.com/IKE
Scan this QR code with
your smartphone and
vote online


Scan & email
meetings.nz@cm.mpms.mufg.com

Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142

General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998

Go online to vote.cm.mpms.mufg.com/IKE to appoint your proxy
Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of ikeGPS Group Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email Address
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/ike26, on Thursday,
10 September 2026 at 1pm (New Zealand 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 – Voting Instructions

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box.







Step 3 Shareholder Questions

Shareholders attending the Annual Shareholders Meeting virtually will have the opportunity to ask questions during the meeting. If you cannot attend the
Annual Meeting but would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/IKE and completing the online
validation process or complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed. Questions will need to
be submitted by 1pm (New Zealand time) on Tuesday, 8 September 2026. The Board will endeavour to address and answer questions at the Annual Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney


Shareholder 2
or duly authorised officer or attorney


Shareholder 3
or duly authorised officer or attorney


Contact Name


Contact Daytime Telephone


Date

Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. That the directors are authorised to fix the auditor’s remuneration.



2. That Mr Alex Knowles, who retires by rotation and is eligible for re-election, is re-elected as
a director of ikeGPS Group Limited.

3. That Mr Rod Snodgrass, who was appointed to the board in December 2025, retires and is
eligible for re-election, is elected as a director of ikeGPS Group Limited.