LOC – Waiver from NZX Listing Rule 7.8.5(b)

Certificate of the Independent Directors
Pursuant to section 49(2) of the Companies Act 1993 (Act) and Waiver from NZX Listing Rule 7.8.5(b)
— Director options
To: NZ RegCo, Issuer Regulation
Issuer: Locate Technologies Limited (NZX: LOC) (Company)
Background
1 At its annual meeting on 23 November 2026, the Company will ask shareholders to approve, under NZX
Listing Rules 2.11.1 and 4.2.1, the issue of up to 500,000 options to each of Brett O’Riley (Resolution
7) and Janine Grainger (Resolution 8) (Options), on the terms set out in the notice of meeting dated 6
November 2026.
2 On 6 November 2026 NZ RegCo will grant the Company a waiver from NZX Listing Rule 7.8.5(b), which
otherwise would require the Company to provide an Appraisal Report to accompany the notice of
meeting in respect of the proposed issue of Options.
3 We, Drew Kelton and Michael Rosenbaum, are the Directors of the Company who do not participate in the
proposed issue and who are also independent Directors (Non-Interested Directors), and provide this
certificate as a condition of the waiver. Neither of us is associated with Brett O’Riley or Janine Grainger.
Certification
Pursuant to section 49 of the Act and as a condition for a waiver from NZX Listing Rule 7.8.5(b), and after
taking into account all relevant factors, the Non-Interested Directors below certify that, in their opinion:
(a) the waiver is in the best interests of, and fair and reasonable to, the Company and shareholders not
associated with Brett O’Riley or Janine Grainger; and
(b) the consideration and terms of the proposed issue of the Options are in the best interests of, and
fair and reasonable to, the Company and shareholders not associated with Brett O’Riley or Janine
Grainger; and
(c) in the absence of an Appraisal Report, the notice of meeting contains sufficient information to enable
shareholders to understand the terms of the Options and to make an informed decision on
Resolutions 7 and 8.
Basis for our opinion
In reaching this view, we considered:
(a) Exercise price: NZ$0.15 per share, a premium of 275% to the 20-day volume weighted average
price, so the Options have value to the holders only if the share price rises substantially.
(b) Vesting: the Options vest in three equal tranches on the first, second and third anniversaries of
grant, subject only to continued service, and expire four years after grant. Service-only vesting is
consistent with Recommendation 5.1 of the NZX Corporate Governance Code, which states that
performance-linked remuneration for non-executive directors may bias decision-making.
(c) Dilution: the 1,000,000 Options represent about 0.32% of the Company’s ordinary shares on issue.
(d) Value: an indicative Black-Scholes value of about NZ$10,313 per Director (NZ$20,626 in total),
about 19% of Brett O’Riley’s Director fees for the year ended 30 June 2026, or about 6% a year
over the three-year vesting period.

Locate Technologies Limited (NZX: LOC) — Certificate of the Independent Directors | Page 2
3480-6652-6290, v. 2
(e) Benchmarking: the options previously granted to the other Non-Executive Directors, in particular
the December 2024 options, which are exercisable at NZ$0.149 and expire on 20 December
2029.
(f) Process and voting: Brett O’Riley and Janine Grainger did not take part in the Board’s consideration
of, or vote on, the proposal, and they and their Associated Persons are disqualified from voting in
favour of the resolutions. Steve Orenstein did not take part in the Board’s consideration of, or vote
on, the proposal, as he is not an independent Director.
(g) Sufficiency of information: the notice of meeting sets out the full terms of the Options, the indicative
Black-Scholes value with every input, the full calculation and volatility workings (Appendix B), the
dilution, the benchmarking against the existing Director options, the value relative to cash Director
fees, and each recipient’s current holdings and fees. Shareholders and their advisers can
therefore test and re-run the valuation for themselves.
Signed

Drew Kelton
Independent Chair
Date:

Michael Rosenbaum
Independent Director
Date:

05 Nov 2026
05 Nov 2026

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6 November 2026
NZ RegCo Decision
Locate Technologies Limited (LOC)
Application for a waiver from NZX Listing Rule 7.8.5(b)

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
waiver will not apply if that information is not, or ceases to be, full and accurate in all material
respects.
2. The NZX Listing Rule (Rules) to which this decision relates is set out in Appendix Two.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Rule 7.8.5(b)
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by is complete and accurate in all material respects, NZ RegCo grants LOC a waiver
from Rule 7.8.5(b) to the extent that this Rule would otherwise require LOC to provide an
Appraisal Report to accompany its notice of meeting of shareholders to approve, among other
things, the issue of Options to two of its Directors.
5. The waiver in paragraph 4 above is provided on the conditions that:
a. the non-interested Directors of LOC certify to NZX, that in the opinion of each of the non
interested Directors, the waiver is in the best interests, and fair and reasonable to:
i. LOC, and,
ii. all LOC’s non-associated Shareholders,
b. the non-interested Directors of LOC certify to NZX, that in the opinion of each of the non
interested Directors, the consideration and terms of the issuance of the options is in the best
interest of, and fair and reasonable to:
i. LOC, and
ii. all non-associated Shareholders,
c. LOC’s non-interested Directors include in the certificate a summary of the core grounds for
the certifications given under each limb of conditions (a) and (b) described above; and
d. the waiver, and LOC’s reliance on the waiver, is disclosed in the Notice of Meeting and LOC's
next annual report.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the policy behind Rule 7.8.5(b) is to ensure that shareholders are being asked to vote on a
resolution to approve a transaction to which Rule 7.8.5(b) applies receive the benefit of an
independent evaluation that allows them to understand and scrutinise the merits of that
transaction;
b. the granting of the waiver will not offend the policy behind Rule 7.8.5(b) because LOC has
submitted, and NZ RegCo has no reason not to accept, that:
i. the notice of meeting sets out the full option terms, the Black-Scholes value with every
input, the full calculation and volatility workings, dilution, the benchmarking against

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existing director options, the value relative to cash fees, and each recipient's current
holdings and fees. The options will be granted with an exercise price of $0.15, which
represents a premium a premium of 275% to the 20-day VWAP of $0.04. The options
are therefore benchmarked to the market price of the underlying shares. Shareholders
can therefore assess the financial implications and fairness of the proposal without an
appraisal report;
ii. the purpose of the issuance is being disclosed in the notice of meeting, and the Directors
being offered the Options did not participate in LOC Board's consideration of, or vote on,
the proposal;
iii. the issue is 1,000,000 options (0.32% of shares on issue) with an indicative value of
about $20,600 in total. The exercise price is 3.75 times the current share price, so the
Directors benefit only if LOC’s share price rises substantially. There is no business, asset
or counterparty for an appraiser to evaluate; the only valuation of the option is disclosed
in the notice of meeting;
c. the certification conditions in this waiver provide comfort that the non-interested Directors
consider that:
i. the waiver is in the best interests of, and fair and reasonable to LOC and all of LOC’s
non-associated shareholders; and
ii. the consideration and terms of the issuance of the Options, is in the best interests of,
and fair and reasonable to LOC and all of LOC’s non-associated shareholders.; and
d. there is precedent for this decision.

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Appendix One
1. Locate Technologies Limited (LOC) is a Listed Issuer with ordinary shares Quoted on the NZX
Main Board.
2. LOC will be seeking shareholder approval under Rules 2.11.1 and 4.2.1 at its annual shareholder
meeting to issue 500,000 options, each to Brett O’Riley and Janine Grainger, (“Options”) which
entitles the holder to acquire one ordinary share which will rank equally with LOC’s existing
shares on issue.
3. LOC considers that a modest equity component in non-Executive Director remuneration aligns
Directors’ interests with those of shareholders and allows LOC to attract and retain Directors of
the calibre it needs while conserving cash.
4. Drew Kelton and Michael Rosenbaum were granted options in December 2024, before LOC’s
NZX listing. Brett O’Riley and Janine Grainger do not currently hold options, and these grants
bring their remuneration into line with the other Non-Executive Directors. No further options are
proposed for Drew Kelton or Michael Rosenbaum.
5. The terms of the Options are as follows:
a. Issue Price: The Options will be issued for nil cash consideration.
b. Issue Date: The Options will be issued within 10 days after shareholder approval is granted.
c. Exercise Price: $0.15 per share.
d. Vesting: The Options vest in three equal tranches on the first, second and third anniversaries
of grant, subject only to the Director remaining in office, and expire four years after grant.
6. Under Rule 7.8.5(b), a notice of meeting to consider a resolution of the nature referred to in Rule
7.8.4 must be accompanied by an Appraisal Report if more than 50% of the Financial Products to
be issued are intended or likely to be acquired by Directors or Associated Persons of Directors.
The issue of Options triggers this requirement.
7. LOC is seeking a waiver from the requirement to prepare an Appraisal Report under Rule 7.8.5(b)
in respect of the Director Options.

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Appendix Two
Rule 7.8 Notices of Meeting
Rule 7.8.5
A notice of meeting to consider a resolution of the nature referred to in Rule 7.8.4 (other than a
resolution to permit an issue under Rule 4.7.1) must be accompanied by an Appraisal Report if:
(a) the resolution is required by Rule 4.13;
(b) more than 50% of the Financial Products to be issued are intended or likely to be acquired by
Directors or Associated Persons of Directors; or
(c) more than 50% of the Financial Products to be acquired or redeemed or the financial assistance to
be given is intended or likely to go to Directors or Associated Persons of Directors