Ibex Ltd

1. 1

   Set Number of Directors

   ManagementBoard: FOR

   Set the maximum number of directors at eight until the next annual general meeting.

   More detail

   Proposal One asks shareholders to set the Company's maximum Board size at eight directors. The request implements Bye-law 37, which requires shareholders to determine the maximum number of directors at each annual general meeting. The Board currently has eight directors and has nominated eight individuals for election under Proposal Two. Maintaining an eight-director maximum allows the Company to fill the planned Board structure without changing its current size. The proposal is a governance matter rather than a compensation or transaction matter. It also provides the shareholder authorization needed under the Company's Bermuda bye-laws for the Board size to remain at its current maximum. The Board recommends a vote FOR the proposal because it conforms to customary Bermuda company practice and preserves the existing eight-member structure.

2. 2

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees to serve until the earlier of the next annual general meeting or their resignation, death, or removal.

3. 3

   Authorize Board to Fill Any Board Vacancy

   ManagementBoard: FOR

   Authorize the Board to fill any vacancy left unfilled after the Annual Meeting, including if a nominee is not elected or cannot serve.

   More detail

   Proposal Three asks shareholders to authorize the Board to fill any vacancy remaining after the Annual Meeting. The authority is grounded in Bye-law 36.5 and is intended to address an incomplete Board if a nominee is not elected or cannot serve. Management expects all eight nominees to be elected, so the proposal is primarily a contingency mechanism. It would allow the Board to act without waiting for a separate shareholder meeting if a vacancy arises from the election process. The proposal supports continuity in governance and helps preserve the intended eight-director structure. It does not itself appoint a particular individual or expand the authorized maximum number of directors. The Board recommends a vote FOR because the authorization would provide flexibility to respond promptly to an unexpected vacancy.

4. 4

   Non-Binding Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   Proposal Four is the Company's annual non-binding say-on-pay vote on compensation for its named executive officers. The resolution covers compensation as a whole, rather than any single salary, bonus, equity award, or employment agreement. The proxy directs shareholders to review the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures. The program emphasizes at-risk compensation, annual incentives tied to Adjusted EBITDA and revenue, and long-term equity awards linked to retention and relative total shareholder return. Fiscal 2026 performance exceeded the Company's annual incentive targets, producing a reported 110% weighted MIP payout, while the executive program also used PSUs and RSUs to align compensation with longer-term shareholder outcomes. The vote is advisory and therefore does not bind the Board or Compensation Committee, but management states that it will consider the result in future compensation decisions. The Board recommends a vote FOR because it believes the policies effectively support the Company's strategy, attract and retain leadership, and align executive incentives with shareholder value creation.

5. 5

   Non-Binding Advisory Vote on Frequency of Shareholder Votes to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Recommend whether future say-on-pay votes should occur every one, two, or three years, with the Board recommending an annual vote.

   More detail

   Proposal Five asks shareholders to select the preferred frequency of future advisory votes on named executive officer compensation. The available choices are every one year, two years, or three years, and shareholders may abstain. The Board favors an annual vote, which would provide shareholders with frequent opportunities to express views on the Company's executive compensation program. The recommendation is consistent with the Company's use of performance-based annual and long-term incentives that may evolve as business conditions and strategy change. The vote is non-binding, and the Board states that it expects to be guided by the alternative receiving the greatest number of votes even if it does not receive a majority. The Board also reserves the ability to change the timing of future say-on-pay votes based on shareholder discussions or material compensation changes. The next say-on-frequency vote is scheduled for the 2032 annual meeting. The Board recommends ONE YEAR to maintain regular shareholder feedback and oversight.

6. 6

   Approval of Amendment to Bye-law 74

   ManagementBoard: FOR

   Amend Bye-law 74 to replace the current 75% shareholder approval threshold for Bye-law amendments with a simple majority standard.

   More detail

   Proposal Six asks shareholders to amend Bye-law 74, which governs the approval threshold for changes to the Company's bye-laws. The current provision requires approval by the Board and by at least 75% of members voting on the resolution. The proposed text would replace that supermajority threshold with approval by a simple majority of members voting. The Board says it approved the amendment in response to shareholder feedback. Management characterizes the change as an effort to strengthen corporate governance by aligning the Company with leading market standards and shareholder priorities. The proposal would make future bye-law amendments easier to approve when a majority of voting shareholders supports them. The change could reduce the ability of a 25% blocking minority to prevent amendments, making the bye-laws more responsive to majority shareholder preferences. Under the current Bye-law 74, however, the proposal itself requires affirmative votes of at least 75% of votes cast. The Board recommends a vote FOR the amendment.

7. 7

   Approval of Amendment to the Ibex Limited Amended and Restated 2020 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve an amendment adding 1,000,000 Common Shares to the 2020 Long-Term Incentive Plan, increasing the aggregate share reserve to 3,637,326.13 shares.

   More detail

   Proposal Seven asks shareholders to approve an amendment to the Company's Amended and Restated 2020 Long-Term Incentive Plan. The amendment would add 1,000,000 Common Shares to the plan, producing an aggregate reserve of 3,637,326.13 shares. Management says the additional capacity is needed to maintain competitive equity compensation for executives, key employees, non-employee directors, and other eligible service providers. The rationale emphasizes intense competition for talent in artificial intelligence, machine learning, digital transformation, engineering, and technology-enabled customer experience services. Equity awards are also presented as a way to preserve cash, support retention through multi-year vesting, and align participants with long-term shareholder value. The Company acknowledges potential dilution and states that the additional shares would provide future flexibility rather than an immediate issuance of the full reserve. Existing safeguards would remain, including no evergreen replenishment, restrictions on repricing underwater options without shareholder approval, conditional dividend equivalents, and the Company's clawback policy. The disclosed overhang analysis reports 10.6% potential basic dilution from available and requested shares and 19.8% total potential basic dilution including outstanding awards. The Board unanimously recommends a vote FOR because it views the amendment as a measured investment in human capital, strategic growth, and long-term shareholder value.

8. 8

   Appointment of Auditor and Independent Registered Public Accounting Firm and Authorization of Audit Committee to Fix Remuneration

   ManagementBoard: FOR

   Appoint Deloitte & Touche LLP as auditor and independent registered public accounting firm and authorize the Audit Committee to set its remuneration for fiscal 2027.

Upcoming shareholder meetings at Ibex Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Ibex Ltd 2026 annual meeting?

Ibex Ltd (IBEX) holds its 2026 annual shareholder meeting on Thursday, December 10, 2026.

What is the record date for the Ibex Ltd 2026 meeting?

The record date for the Ibex Ltd 2026 meeting is Friday, October 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ibex Ltd's 2026 meeting?

The board is presenting 8 director nominees at the Ibex Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ibex Ltd 2026 meeting?

Shareholders will vote on 8 proposals at the Ibex Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.