IBEX : 2023 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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☐	Preliminary Proxy Statement
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• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under §240.14a-12

IBEX Limited

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2023 Financial Highlights

Powerful Land & Expand with our Digital First BPO 2.0 Clients

IBEX

$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
$-
FY16	FY17	FY18	FY19	FY20	FY21	FY22 F	Y23

18.5% Revenue Growth in FY23

77% of Total Revenues

68% CAGR

ibex Wave X Tech Stack Deployments

Primarily Digital & Integrated Omni-Channel Support (73%)

12.1% $31.6m Net Income

$1.67 Diluted EPS

$66.6m Adj. EBITDA

12.7% Adj. EBITDA Margin

$1.96 Adj. EPS

1

Company Facts

New Logo Engine: Strong Performance Winning Great Brands

New Client Cohort Data ($m) FY19-FY23

Year 1		Year 2		Year 3

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

$-

New Logo	New Logo	New Logo	New Logo	New Logo
in FY19	in FY20	in FY21	in FY22	in FY23

Note: Year 3 For FY22 and year 2 for FY23 are based on estimates . FY23 based on estimates and historical increases in Year 3

68

30K

Net Income

Comparison

$50

$45

$40

$35	31.6m

$30

$25	21.5m
$20
$15		6.0%
	Margin
$10	4.4%
Margin
$05
$00	FY22	FY23

Adjusted EBITDA

Comparison

$85 $80 $75 $70

				$66.6m
$65
$60
$55				12.7%
$50
			Margin
	$44.7m
$45
	9.1%
$40
	Margin
$35
	FY22	FY23

Q4 FY23 Client Statistics (% of Revenue)

Top 5 ClientsTop 10 ClientsTop 25 ClientsLargest Client

37.2%

55.4%

80.3%

11.4%

• 57 clients above $1m annually up from 49 in FY22
• 29 clients above $5m annually up from 23 in FY22

Dear Fellow Shareholders,

I have recently completed my eighth year as CEO of ibex. From the outset, my team and I set out on a journey to transform ibex into a differentiated and disruptive provider in the Customer Experience (CX) landscape. Our vision was premised on defining and delivering unparalleled culture with leading edge technology and impactful deep analytics for our clients, which today we call Wave X and Wave X Insights. What we have created is BPO 2.0, and our goal is to be the clear leader in this space. Today, as we've grown to over 30,000 employees around the globe in 31 delivery centers across six major geographies, our journey has only just begun and continues to get more exciting.

Fiscal Year 2023 was an exceptional year for ibex. Despite significant macro-economic pressure, we delivered record results in each of our key financial metrics, while we continued to strengthen our key business fundamentals and demonstrate our unique ability to compete and consistently win against much larger competitors.

Key FY23 Highlights (as compared to FY22):

•	Increased Revenue 6% to $523.1 million	•	Improved Balance sheet, ending the year with
			$56.4m of Net Cash
•	Increased Net Income 47% to $31.6 million	•	Expanded our Strategic HealthTech Vertical
			86% to 11.5% of revenue

• Increased diluted EPS 46% to $1.67
• Strong Net Cash Provided by Operating Activity of $41.9 million
• Increased adjusted EBITDA 49% to $66.6 million, a 12.7% margin
• Increased Adjusted Net Income 42% to $36.9 million
• Increased adjusted EPS 41% to $1.96

• Delivered strong Year of new clients wins: 10 for the year. $35m billed from new client launches.
• Great Client Diversification - 57 clients >$1 million in annual revenue, up from 49
• Digital First - 73% of our business digital first or integrated omni-channel
• World-ClassEmployee Net Promoter Score: 68
• World-ClassClient Net Promoter Score: 68

• Increased Free Cash Flow 63% to $22.9 million

Leading Blue Chip and Digital First Clients

Our differentiated and unique value proposition has enabled us to become a trusted partner to many of the world's top brands who share the characteristics of, and are, leaders in their respective vertical. Our ability to attract the companies who are transforming their business is a demonstration of the trust our clients have in ibex and our ability to lead them through one of the most significant times for our industry.

#1	#1	#1	#1	#1	#2
Non-Emergency	Financial Service for	Healthcare	Healthcare	Healthcare	Ridesharing App
Medical Transportation	Trucking	Payer		Provider
#1	#1	#1	#1	#1	#2
Money	Shipping &	Gigabit Fiber Optic	Technologu &	Satellite TV	Retail &
Transfer	Logistics	Internet	E-commerce	Provider	E-commerce
#2	#1	#1	#1	#1	#1
Warehouse	Global	Web	Extended Warranty/	Crypto	Cloud Based
Club	Company	Services	Insurance	Exchange	Restaurant Tech

Award Winning Business

Our success has not gone unnoticed. During the year, we won more than a dozen prestigious awards and recognitions for our industry leadership, culture, employee experience, and technology. These awards are a testament to the tremendous brand and reputation we have built in our industry with our employees and client partners.

	2023 America's		2021 & 2022 Great	2020, 2021 & 2022	2022 Barani Award
		Place to Work for
			Greatest	2023 Philippines
			Women in Central	Great Place to	(Best COVID
	Workplaces for	Best Employers
	America and	Work in Nicaragua	Response)
			Diversity
				Caribbean
										2022 Contact Center
2022 Gold Award		2022 Globee Awards
2022 Silver Award	2022 & 2023	Technology Award &
		Best in BPO	Female Executive of the	Customer Experience
		Top Exporter	Product of the Year
Gender Diversity	Year for Julie Casteel	Innovation Award for
		Wave X

Invest into Business

We have leveraged our strong financial position to invest into the business to enrich our strengths and further deepen our competitive moat. At the heart of our investments are the recognition and engagement programs for our front-line agents, coupled with strategic initiatives designed to improve the efficacy and speed with which our team is able to deliver top-tier performance. The investments in recognition programs include

1. welcome return, post-pandemic, to regional VIPs for each of our major geographies, strengthening the bond between our best performing agents, management, and leadership teams, and investing in and giving back to the cultures and regions ibex calls home. Our strategic initiatives include the kick-off of a key project to upgrade our Enterprise Resource Planning and Human Capital Management solutions with Workday, positioning ibex for streamlined scaled growth, today, tomorrow, and for years to come.

Shaping Our Business for the Future

As we look to the future, we remain committed to executing our growth strategy and investing in our business to become an even stronger company. While we believe that the macroeconomic environment will continue to be fluid, we believe we can continue to win and further strengthen our business both financially and structurally.

Consistency of leadership has been an important factor in our success and teamwork to date and will continue to be as we move forward. My Executive Leadership Team has been with me for the last 6+ years. With the addition of Taylor Greenwald as our new CFO, I am even more confident than ever in our ability to continue to win.

We are moving aggressively to develop the "Next wave of Wave X" by leveraging Generative AI in our business. We created our three-pronged AI strategy to continue to keep ibex at the forefront of Digital Transformation. Our solutions are focused on increasing agent productivity, providing deeper customer insights to elevate the customer experience, and putting AI in front of the customer journey with voice and chat bots. We

ESG Mission:

At ibex, we believe that we are responsible for the footprint we make on the world. We are committed to adopting and maintaining good business practices, while leaving our operating communities better than we found them. By proactively addressing environmental, social, and governmental concerns, we believe ibex can live the core values that drive our decisions and determine the course for our organization.

Our ESG program is built on the principles of philanthropy, diversity, inclusion, sustainable operations, and responsible management of information and data. These programs are designed to be actively managed, well-appointed, and aligned with our chief goal to do things the R.I.T.E. Way (Respect. Integrity. Transparency. Excellence.)

Social

• Diversity & Inclusion Initiatives to Promote Equal Opportunity
• Women of ibex
• Global Mentorship Initiative
• PRIDE Initiatives
• ibex Cares
• Community Outreach
• Idol/VIP
• Service Awards
• iVoice
• ibexology

Environmental

• Sustainability
• Environmental Building Certifications
• Waste Reduction
• Investment in W@H
• Measure Impact of Actions

believe we are well positioned to leverage our tech leadership position and create significant value for our clients through AI.

From the beginning of our journey, my team and I have been focused on building ibex into an amazing brand. We have performed well pre-pandemic, during the pandemic, and now post-pandemic in extremely challenging markets. This team is passionate, united, and driven. We are committed to building ibex into an even bigger and better business. We are thrilled to be creating something that is truly unique and better in the CX and BPO space and look forward to sharing our progress.

Bob Dechant

Governance

Employee Handbooks Cyber Security/Compliance

Security/Compliance

Whistleblower Solutions

R.I.T.E. Way Training

Vendor Code of Conduct

Women of ibex

Empower - Further the Impact

Transform - Create a Visibly Gender Diversified Culture

IBEX Limited

1717 Pennsylvania Avenue NW, Suite 825

Washington, D.C. 20006

NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS

To Our Shareholders:

On behalf of the Board of Directors (the "Board") of IBEX Limited (the "Company"), we cordially invite you to attend the Company's annual general meeting of shareholders for the fiscal year ended June 30, 2023 (the "Annual Meeting") on December 6, 2023, at 4:00 p.m. Eastern Time (5:00 p.m. Atlantic Time) online via live audio webcast at www.virtualshareholdermeeting.com/IBEX2023AM for the following purposes.

Items of Business

Proposal 1 - To vote to set the number of directors of the Company at a maximum of eight directors (in accordance with customary practice for Bermuda companies and as required by the Bye-Laws of the Company);

Proposal 2 - To vote to elect the three nominees for director named in this proxy statement to hold office until the earlier of the next annual general meeting or their resignation or removal; and

Proposal 3 - To vote to approve the appointment of Deloitte & Touche LLP as the Company's auditor and independent registered public accounting firm and authorize the Audit Committee, acting on behalf of the Board, to fix the remuneration of Deloitte & Touche LLP for the fiscal year ended June 30, 2024 (in accordance with legal requirements applicable to Bermuda companies).

Additional Items: In addition, shareholders may be asked to consider and vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. If any other matters properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion.

Financial Statements: We will also lay before the Annual Meeting our audited financial statements for the fiscal year ended June 30, 2023 pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended (the "Companies Act"), and our Bye-laws.

Record Date: The record date for qualification of shareholders to participate and vote in the Annual Meeting has been set for 5:00 p.m. Eastern Time on October 11, 2023.

Attending the Meeting: All shareholders are invited to participate in the Annual Meeting. The electronic system for remote participation will be available for access from 3:30 p.m. Eastern Time (4:30 p.m. Atlantic Time) on December 6, 2023 at www.virtualshareholdermeeting.com/IBEX2023AM. To attend the virtual meeting, shareholders of record will need to enter the 16-digit control number included on your proxy card. Beneficial owners should review these proxy materials and their voting instruction form for how to vote in advance of, and how to participate in, the Annual Meeting.

Voting: We encourage you to vote as promptly as possible by telephone, through the internet or by mailing your completed and signed proxy card. Please follow the directions on your proxy card. You may also vote during the meeting, once logged in, by using the "Vote Here!" button.

We are first mailing or making available this proxy statement for the Annual Meeting (the "Proxy Statement"), proxy card, and the Company's 2023 Annual Report (collectively the "proxy materials") on or about October 30, 2023.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Companies Act, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 4:30 p.m. Eastern Time (5:30 p.m. Atlantic Time) on the date specified above and at the Company's address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company's website at https://investors.ibex.co/.

By Order of the Board of Directors,

Christy O'Connor

Chief Legal Officer and Assistant Secretary

Washington, D.C.

October 30, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 6, 2023

The Proxy Statement and 2023 Annual Report are available at www.proxyvote.com.

Forward-Looking Statements and Website References

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Forward-looking statements in this document may also refer to our corporate responsibility initiatives, including environmental and human capital management matters. The inclusion of such statements is not an indication that they are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission ("SEC"). Please note that these statements are not guarantees of future performance, and we may adjust our goals or commitments to reflect changes in our plans or business. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.