Notice of Annual Shareholders’ Meeting

NOTICE OF
2018 ANNUAL
MEETING OF
SHAREHOLDERS
Notice is hereby given that the 2018 Annual Meeting
of Shareholders of TIL Logistics Group Limited
(the “Company” or “TIL Logistics”) will be held in the
Waitangi Room - Novotel New Plymouth Hobson
Cnr Hobson & Leach Streets, New Plymouth 4310,
New Zealand on Friday 26 October 2018,
commencing at 4.00pm.
Dear Shareholder
I am pleased to invite you to the annual shareholder
meeting of TIL Logistics Group Limited in New
Plymouth on 26 October 2018.
This will be our first Annual Meeting since we
completed the reverse listing transaction in
December 2017. It is an opportunity for you to hear
from TIL Logistics’ CEO, Alan Pearson, and myself
about the company’s progress over the last year and
our plans for the future.
TIL Logistics is one of the largest transport
and logistics groups in New Zealand, with an
experienced management team, sophisticated
operating and IT systems, a focus on health & safety
and a strong reputation.
Activity levels across the industry remain high and
the long-term outlook is positive. Since year end,
a number of new customer contracts have been
negotiated and we have initiatives under way to
drive trading performance and efficiencies.
We are assessing a number of acquisition
opportunities and management also remain focused
on organic growth - increasing freight volumes,
improving utilisation, expanding the offer and
driving efficiencies.
There is growing demand for high quality, end to
end freight and logistics supply chain solutions,
and TIL Logistics has the reputation, expertise
and capability to take advantage of this. We look
forward to sharing our vision for the future of our
company with you at the Annual Meeting. ¢
Trevor D Janes
Chairman

AGENDA
1. CHAIRMAN AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
AUDITOR’S REMUNERATION
RESOLUTION 1
That the Directors be authorised to fix the fees and expenses of PricewaterhouseCoopers as
the Company’s auditor.
DIRECTOR ELECTIONS
RESOLUTION 2
That Trevor Janes, who retires as a Director in accordance with the Company’s constitution
and, being eligible, offers himself for election by shareholders, be elected as a Director of the
Company.
RESOLUTION 3
That James Ramsay, who retires as a Director in accordance with the Company’s constitution
and, being eligible, offers himself for election by shareholders, be elected as a Director of the
Company.
RESOLUTION 4
That Gregory Kern, who retires as a Director in accordance with the Company’s constitution
and, being eligible, offers himself for election by shareholders, be elected as a Director of the
Company.
RESOLUTION 5
That Lorraine Witten, who retires as a Director in accordance with the Company’s
constitution and, being eligible, offers herself for election by shareholders, be elected as a
Director of the Company.
RESOLUTION 6
That Danny Chan, who retires as a Director in accordance with the Company’s constitution
and, being eligible, offers himself for election by shareholders, be elected as a Director of the
Company.
Further information relating to the resolutions is set out in the Explanatory Notes to this Notice of Meeting.
4. OTHER BUSINESS
The Board of TIL Logistics invites attendees to join them for light refreshments at the end of the Meeting.
By Order of the Board of Directors
Greg Whitham
Chief Financial Officer
27 September 2018

EXPLANATORY NOTES
RESOLUTION 1: FIX THE REMUNERATION OF THE AUDITOR
Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed as
auditor of the Company at the Annual Meeting. This resolution authorises the Board to fix the fees and expenses of
PricewaterhouseCoopers as the Company’s auditor in accordance with section 207S of the Companies Act 1993.
RESOLUTIONS 2 – 6: DIRECTOR ELECTIONS
All current TIL Logistics Directors were appointed by the Board with effect from the completion of the reverse
listing transaction on 6 December 2017. In accordance with NZX Main Board Listing Rule 3.3.6 and clause 25.5 of
the Company’s constitution, all Directors appointed by the Board hold office until the next Annual Meeting, at which
they must retire but shall be eligible for election. Being eligible, all Directors have offered themselves for election by
shareholders.
The Board has determined that Trevor Janes, Lorraine Witten and Danny Chan are all Independent Directors. The Board
unanimously supports the election of all Directors.
TREVOR JANES
BCA, FCA, FCFIP, CFinstD
Independent Chair
Trevor Janes has significant governance experience and is a highly regarded director, holding
a number of board positions with private and public companies. He is also a member of the
NZX Markets Disciplinary Tribunal and the NZ Post Network Access Committee and chairs the
Tokelau International Investment Fund. His career has been in investment banking and financial
analysis and he is a Fellow of INFINZ and of CA ANZ, a Member of the Chartered Financial
Analysts Institute (USA), and a Chartered Fellow of the Institute of Directors in New Zealand.
JAMES (JIM) RAMSAY
FCILT
Executive Director
Jim was CEO of TIL Logistics prior to its reverse listing and was responsible for building TIL
Logistics from a local New Plymouth trucking operation into a New Zealand-wide transport
force. He has extensive experience in the New Zealand transport industry and has spent some
45 years in lead management roles with Hookers, TNL/Newmans Group and TIL Logistics.
He has been honoured with Life Membership in his local Road Transport Association and is a
Fellow of the Chartered Institute of Logistics and Transport.
GREGORY (GREG) KERN
BCom, GradDip, CA
Non-Executive Director
Greg is a finance and banking executive with decades of experience in the corporate arena
and in working with large companies on significant commercial transactions. He is managing
director of Kern Group, a corporate advisory firm based in Queensland, Australia which he
established in 1994. Prior to this, Greg worked for global accounting firms, Ernst & Young and
Coopers & Lybrand.
LORRAINE WITTEN
BMS (Hons), CA
Independent Director
Lorraine has extensive commercial experience in high-growth and high-change environments.
Her skills are in technology, ICT, construction, services and network economics, where she has
30 years’ experience in senior management and finance roles. She has 20 years’ governance
experience, with extensive experience in strategy, health & safety and risk. For the past 15
years Lorraine has been an entrepreneur leading high growth businesses. She is currently a full
time professional director and a Chartered Fellow of the Institute of Directors in NZ.
DANNY CHAN BCA
(Hons), ACA, FCSAP, MInstD
Independent Director
Danny is an experienced New Zealand director with accounting, finance, investment
management and education expertise. He holds a number of directorships with private and
public companies and is a director of ATEED, a member of the Department of Prime Minister
and Cabinet – China Project, the NZ China Executive Council and a member of the NZ Markets
Disciplinary Tribunal.

PROCEDURAL NOTES
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting are registered shareholders of the company at 4.00pm on
24 October 2018 and only the shares registered in those shareholders’ names at the time may be voted at the Meeting
in person or by proxy.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to vote at the Annual Meeting may appoint a proxy (or in the case of a corporate
shareholder, a representative) to attend and vote on their behalf. A proxy does not have to be a shareholder in the
Company. A shareholder may appoint the Chairman of the Meeting, or another person, to act as proxy.
A shareholder wishing to appoint a proxy can do so by:
• completing the accompanying Proxy/Voting Form and returning it by mail or fax to Link Market Services Limited; or
• appointing a proxy online at https://investorcentre.linkmarketservices.co.nz/voting/TLL in accordance with the
instructions set out in the accompanying Proxy/Voting Form,
so as to ensure it is received by 4.00pm on Wednesday 24 October 2018 (being 48 hours before the time for holding
the Annual Meeting).
If you appoint a proxy, you may either direct your proxy how to vote for you or you may give your proxy discretion to
vote as s/he sees fit. If you wish to give your proxy discretion, you must mark the appropriate boxes to grant your proxy
that discretion. If you do not tick any box for a particular resolution, or the form is otherwise unclear, then your proxy
will abstain from voting. If you mark more than one box on an item, your vote will be invalid on that item.
Please see the Proxy/Voting Form for further details and instructions.
RESOLUTIONS
All of the resolutions notified for the Annual Meeting in this Notice of Meeting are ordinary resolutions and require
approval by a simple majority of the votes of those shareholders entitled to vote and voting on the resolutions.
QUESTIONS
The Company offers a facility for shareholders to submit questions to the Board in advance of the Annual Meeting.
Questions should be relevant to matters at the Annual Meeting, including matters arising from the financial statements,
general questions regarding the performance of the Company, and questions which relate to the resolutions. The
Company has the discretion as to which of these questions will be addressed at the Annual Meeting.
If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/TLL and completing the online validation process or complete the
question section on the accompanying Proxy Form. Questions will need to be submitted by 4.00pm on Wednesday
24 October 2018.
PRESENTATIONS
The Chairman and Management presentations from the 2018 Annual Meeting will be released to the NZX and published
on the Company website at the link set out below. A summary of the proceedings will be available as soon as
practicable following the close of the Annual Meeting on the Company website at www.til.kiwi/investor-centre-menu/
shareholder-meetings.html.
2018 ANNUAL REPORT
TIL Logistics’ 2018 Annual Report is available on the Company website at www.til.kiwi/investor-centre-menu/
shareholder-reports.html.