IKEGPS GROUP LIMITED — Proxy Solicitation & Information Statement 2018

Aug 19, 2018

==> picture [163 x 61] intentionally omitted <==

==> picture [189 x 23] intentionally omitted <==

LODGE YOUR PROXY

Online

http://vote.linkmarketservices.com/IKE

Scan & Email

meetings@linkmarketservices.co.nz

Mail

Fax +64 9 375 5990 Use the enclosed reply paid envelope or address to: Deliver Link Market Services Limited Link Market Services PO Box 91976 Level 11, Deloitte Centre Auckland 1142 80 Queen Street, Auckland 1010 New Zealand

SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE

==> picture [110 x 111] intentionally omitted <==

General Enquiries +64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM FOR THE 2018 ANNUAL MEETING

The Annual Shareholders Meeting of ikeGPS Group Limited (“ikeGPS Group Limited”) will be held at The Cable Room, Mac’s Function Centre, Shed 22, Corner of Taranaki & Cable Street, Wellington, on Tuesday 4 September 2018 at 2pm (New Zealand Standard Time). For your proxy to be effective it must be received by 2pm (New Zealand Standard Time), Sunday 2 September 2018.

APPOINTMENT OF PROXY

If you do not plan to attend the meeting, you may appoint a proxy. The Chairman of the meeting or any other director is willing to act as proxy for any shareholder who appoints him or her 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 Chairman of the meeting will be your proxy and may vote only in accordance with your express direction.

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 4). If you do not make an election in respect of a resolution your proxy may 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 Chairman of the meeting or a director as your proxy

If you expressly appoint the Chairman 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 Chairman of the meeting and the directors intend to vote all discretionary proxies in favour of resolutions 1 to 3.

In accordance with the voting restrictions, no vote may be cast by directors or any of their respective associated persons in favour of Resolution 4. A director, or an associated person of a director, who has been appointed as

proxy or representative for another shareholder who is not disqualified from voting in favour of Resolution 4 may exercise that vote only in accordance with the express instructions of that shareholder given in the proxy form. A director, or an associated person of a director, may not exercise any discretionary proxy votes in favour of Resolution 4.

ATTENDING THE MEETING

If you wish to vote in person, you should attend the meeting. Please bring this Proxy Form with you to the meeting to assist with your registration.

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, all of the security holders should 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 Main Board Listing Rules) at the Cable Room, Mac’s Function Centre, Shed 22, Corner of Taranaki & Cable Street, Wellington, on Tuesday 4 September 2018 at 2pm (New Zealand Standard Time) and at any adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chairman 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 on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS

FOR AGAINST PROXY ABSTAIN DISCRETION

To consider and, if thought fit, to pass the following ordinary resolutions

Item 1 That the directors are authorised to fix the auditor’s remuneration.

Item 2 That Mr Alex Knowles is re-elected as a non-independent director of ikeGPS Group Limited. Item 3 That Mr Bruce Harker is re-elected as an independent director of ikeGPS Group Limited.

Item 4 That the Board of the Company is authorised, pursuant to Listing Rule 7.3.1, to:

(a) issue up to 3,000,000 options to acquire ordinary shares in the Company ( Options ), to employees and directors of the Company on the terms set out in the Explanatory Notes accompanying this Notice of Meeting; and

(b) take all action, do all things and execute all documents and agreements necessary to considered by them to be expedient to give effect to the issue of the Options.

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 Sunday 2 September 2018. The Board will address and answer questions at the Annual Shareholders Meeting.

Question:

This section must be completed.

Security holder1	Security holder2	Security holder3
or duly authorised officer or attorney	or duly authorised officer or attorney	or duly authorised officer or attorney
Date	Daytime Phone number

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.