IKEGPS GROUP LIMITED — Proxy Solicitation & Information Statement 2020

Sep 8, 2020

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LODGE YOUR PROXY

Online

http://vote.linkmarketservices.com/IKE

Scan & Email

meetings@linkmarketservices.com

Fax

Mail

+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

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General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM FOR THE 2020 ANNUAL MEETING

The Annual Shareholders Meeting of ikeGPS Group Limited (“ikeGPS Group Limited”) will be held online via the Link Market Services Virtual Meetings Platform at www.virtualmeeting.co.nz/ike20 on Tuesday 29 September 2020 at 2pm (New Zealand Standard Time). Due to Covid-19 and the location of Directors, IKE will hold its Annual Meeting of Shareholders online only. For your proxy to be effective it must be received by 2pm (New Zealand Standard Time), Sunday 27 September 2020.

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 5). 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 4.

Voting Exclusions

No vote may be cast by directors or any of their respective associated persons in favour of Resolution 5. 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 5 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 5.

ATTENDING THE MEETING

The Annual Meeting will be held online only at www.virtualmeeting.co.nz/ike20. If you wish to vote in person, you should attend the meeting online. If you will attend the Meeting online, you will require your CSN/Holder Number for verification purposes. 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, either of the security holders (or their authorized power of attorney) may 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) online at www.virtualmeeting.co.nz/ike20, on Tuesday 29 September 2020 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 the poll during the meeting and your votes will not be counted in computing the required majority.

			PROXY
To consider and, if thought fit, to pass the following ordinary resolutions:	FOR	AGAINST	DISCRETION	ABSTAIN
Item 1That the directors are authorised to fix the auditor’s remuneration.
Item 2 That Mr Mark Ratcliffe, appointed by the Board as a director effective 1 January 2020 and who retires and is eligible for election, is elected
as a director of ikeGPS Group Limited.
Item 3 That Mr Fred Lax is re-elected as a director of
ikeGPS Group Limited.
Item 4That Mr Rick Christie is re-elected as a director of
ikeGPS Group Limited.
Item 5That the Board of ikeGPS Group Limited (theBoard) is authorised,
pursuant to Listing Rule 4.2.1, to:

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

(b) take all actions, do all things and execute all documents and agreements considered by the Board to be necessary 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 27 September 2020. The Board will address and answer questions at the Annual Shareholders Meeting.

Question:

SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.

Shareholder 1 Shareholder 2 Shareholder 3 or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney	Shareholder 1 Shareholder 2 Shareholder 3 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:

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