Notice of Annual Meeting, Voting Form, Shareholder Events

Notice of annual
meeting 2019
Notice is hereby given that the 2019 Annual Meeting
of shareholders (“Annual Meeting”) of Cavalier
Corporation Limited (the “Company”) will be held at:
The Newmarket Room, Ellerslie Event Centre,
100 Ascot Avenue, Ellerslie, Auckland *
Wednesday, 27 November 2019, commencing at 2.00 pm.
BUSINESS
A. Chairman’s address
B. Chief Executive Officer’s address
C. Shareholder questions and discussion of 2019 annual report
D. Ordinary resolutions
To consider and, if thought fit, to pass the following ordinary resolutions (which require the approval of a simple majority of the
votes of those shareholders entitled to vote and voting on the resolution):
Resolution 1 – Re-election of John Rae:
That John Rae, who retires and who is eligible for re-election, be re-elected as a director of the Company. See also Explanatory Note 1.
Resolution 2 – Auditor’s remuneration:
That the directors be authorised to fix the fees and expenses of the auditor. See also Explanatory Note 2.
E. Special resolution
To consider and, if thought fit, to pass the following special resolution (which requires the approval of a majority of 75% of the votes
of those shareholders entitled to vote and voting on the resolution):
Resolution 1 – Amendment to Constitution:
That the Company amend its existing Constitution, in the form presented at the Annual Meeting and signed by the Chairman for the
purpose of identification, with effect from the close of the Annual Meeting. See also Explanatory Note 3.
F. Other business
To consider any other business that may properly be brought before the Annual Meeting.
Alan Clarke
Chairman
29 October 2019
*For map, please see back page.

Procedural notes
VOTING
As required by NZX Listing Rule 6.1.1, the Chairman of the Annual Meeting will be calling a poll in relation to all the resolutions to be
put to shareholders at the Annual Meeting so that the results will be determined on the basis of one vote per share held.
PERSONS ENTITLED TO VOTE
For the purposes of voting at the Annual Meeting, only those shareholders registered as such as at 5.00 pm on Monday, 25 November
2019 shall be entitled to exercise the right to vote at the Annual Meeting and only the shares registered in those shareholders’ names
at that time may be voted at the Annual Meeting.
DIRECTORS’ INTENTION TO VOTE
Where shareholders appoint the directors of the Company, including the Chairman, as their proxy and leave the directors to decide
how to cast their votes, the directors have advised that they intend to vote in favour of all three resolutions.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to attend and vote at the Annual Meeting may appoint a proxy (or representative in the case of a
corporate shareholder) to attend and vote instead of him or her. A proxy need not be a shareholder of the Company. A shareholder
may appoint the Chairman of the Annual Meeting or any other director as his or her proxy if he or she wishes. In addition, where a
shareholder does not name a person as their proxy but otherwise completes the proxy form in full, or where a shareholder’s named
proxy does not attend the meeting, the Chairman of the Annual Meeting will act as that shareholder’s proxy and will vote
in accordance with that shareholder’s express direction.
To appoint a proxy, shareholders should complete the relevant sections of the proxy and postal voting form accompanying this notice
of meeting. A proxy and postal voting form must be received at the registered office of the Company or at the office of the Company’s
share registrar, Computershare Investor Services Limited (“Computershare”), not later than 2.00 pm, Monday, 25 November 2019.
POSTAL VOTING
Shareholders entitled to attend and vote at the Annual Meeting may cast a postal vote instead of attending in person or appointing
a proxy to attend. Victor Tan, the Company Secretary has been authorised by the Board to receive and count postal votes at the
Annual Meeting.
To cast a postal vote, shareholders should complete the relevant sections of the proxy and postal voting form accompanying the
notice of Annual Meeting.
Postal voting forms must be received at the office of the Company’s share registrar, Computershare, not later than 2.00 pm, Monday,
25 November 2019.
ONLINE PROXY APPOINTMENT AND POSTAL VOTING
Shareholders can elect to lodge their proxy appointment or postal vote online on the website of the Company’s share registrar,
www.investorvote.co.nz.
Online proxy appointments and postal voting must be completed not later than 2.00 pm, Monday, 25 November 2019.
To do so, shareholders will need to follow the prompts online. This will require your CSN/Securityholder Number and postcode
(if in New Zealand) or country of residence (if outside New Zealand) and the secure access control number, all of which can be found
on the proxy and postal voting form accompanying the notice of meeting.
Alternatively, shareholders can scan the QR code that appears on their proxy and postal voting form with their smartphone or tablet
and follow the directions provided. To scan the code shareholders need to have already downloaded a free QR code reader to their
tablet or smartphone. When scanned, the QR code will take them directly to the mobile voting site.
SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions when invited to during the Annual Meeting.
Alternatively, shareholders can submit questions ahead of the Annual Meeting by writing to the Board and submitting it to the
Company in the reply-paid envelope or by email to Olyskovtseva@cavbrem.co.nz.
The Company’s external auditor, KPMG, will be available at the Annual Meeting to answer questions from shareholders in respect
of the external audit function and the audit of the financial statements for the year ended 30 June 2019.
RECORDING OF PROCEEDINGS AT THE ANNUAL MEETING
A recording of the proceedings at the Annual Meeting will be available on the Company’s website www.cavcorp.co.nz within 48 hours
of the conclusion of the Annual Meeting for those shareholders who are unable to attend the Annual Meeting.

Explanatory notes
1. ORDINARY RESOLUTION 1: RE-ELECTION OF JOHN RAE
John Rae B.Com., LLB, CMInstD
Term of office: Appointed as a director in July 2015
Last re-elected November 2016 Annual Meeting
Board Committees: Remuneration (Chairman), Audit and Nomination
John has been an independent director of the Company since July 2015. He is Chairman
of the Board’s Remuneration Committee and a member of the Board’s Audit and
Nomination Committees.
John has degrees in Law and Commerce and spent his early career in banking in
New Zealand and London in various treasury and capital market roles for 10 years before
returning to New Zealand and undertaking a number of private equity, venture capital
and corporate finance transactions in Australasia.
He is an experienced company director, currently Chairman of Activate Tairawhiti Limited, Oha Honey GP Limited, Smart
Environmental Limited and Thos Corson Holdings Limited. He is also a director of Corson Grain Limited, the Eastland Group of
companies, Ngapuhi Asset Holding Company Limited and WET Gisborne Limited and a Panel Member of the Provincial Growth Fund.
Pursuant to NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past the third Annual Meeting following the
Director’s appointment or three years, whichever is longer. A retiring director is eligible for re-election. Accordingly, John Rae must
retire. The other directors unanimously support the re-election of John Rae as a director.
2. ORDINARY RESOLUTION 2: FIX THE REMUNERATION OF THE AUDITOR
KPMG is automatically reappointed auditor under section 207T of the Companies Act 1993.
Section 207S of the Companies Act 1993 states that the fees and expenses of the auditor are to be fixed by the Company at the
Annual Meeting or in such manner as the Company determines at the Annual Meeting.
The Board unanimously recommends that, consistent with past practice, the auditor’s fees and expenses should be fixed by
the directors.
3. SPECIAL RESOLUTION 1: AMENDMENT TO CONSTITUTION
The former NZX Main Board/Debt Market Listing Rules (dated 1 October 2017) (“Former Listing Rules”) have been replaced by
updated NZX Listing Rules (dated 1 January 2019) (“New Listing Rules”).
The Company transitioned to the New Listing Rules on 1 July 2019.
To comply with the New Listing Rules, a number of amendments are required to be made to the existing constitution of the Company
(“Constitution”) to ensure that it meets the requirements of, and is consistent with, the New Listing Rules. It is also proposed to update
the Constitution for consistency with legislation, allow for electronic voting and to make consequential amendments.
An amended constitution has been prepared. A copy, marked to show the changes from the Constitution is available on the Company’s
website at www.cavcorp.co.nz or may be obtained on request to the Company Secretary at 7 Grayson Avenue, Papatoetoe, Auckland,
New Zealand or by calling + 64 9 277 1197.
The principal amendments to the Constitution that have been proposed for the purposes of alignment with the New Listing Rules
can be summarised as follows:
> Directors:
The rules requiring regular retirement and re-election of directors have been changed as follows:
- Under the Former Listing Rules, one third of the directors, or the number nearest one third, were required to retire at the
annual meeting in each year and were eligible for re-election. The directors to retire were those who had been longest in office.
- Under the New Listing Rules, a director may not hold office, without being re-elected, past the third annual meeting after
his or her appointment or re-election, or for three years, whichever is the longer.
- The Former Listing Rules provided an exemption for one executive director from the obligation to retire by rotation.
That exception has been removed. The requirement that the term of appointment of an executive director not exceed five
years has also been removed.

> Voting at Meetings:
The New Listing Rules require that any resolution for the election of a director must relate to one director only as required under
new Listing Rule 2.3.3. The Constitution has been changed to provide for that.
The following amendments are also proposed:
- removing all references to facsimile communication;
- updating references and provisions for consistency with legislative changes;
- updating wording for clarification and for consistency with the New Listing Rules;
- allowing for electronic means of voting at shareholder meetings, to allow shareholders to vote by signifying their assent or dissent
by electronic means, including voting on a personal computer, to reflect the alignment of the New Listing Rules with legislation
permitting annual meetings to be held by electronic means;
- amendment to the rules around proxies for consistency with the New Listing Rules, including to provide that a notice of meeting
may provide for different matters for different kinds of proxies;
- amendment to the section on interests of directors to reflect the New Listing Rules under which interested directors may not
vote on a Board resolution, except for matters in which directors are expressly required to sign a certificate under the Companies
Act 1993;
- updates to state that the composition of the board of directors will comply with the composition requirements of the New Listing
Rules; and
- any consequential alterations, for example, in respect of numbering.
Pursuant to the Companies Act 1993, the proposed amendments must be approved by a special resolution of shareholders. As the
amendments to the Constitution do not impose or remove a restriction on the activities of the Company or affect the rights attaching
to shares, the shareholder minority buy-out rights under the Companies Act 1993 do not apply.
Russell McVeagh has provided an opinion to NZX that it considers that these amendments comply with the New Listing Rules.
KEY DATES
All times given are
New Zealand times
2.00pm
Monday, 25 November 2019
Latest time for receipt of proxy
appointments and postal votes
5.00pm
Monday, 25 November 2019
Record date for determining
voting entitlements at the
Annual Meeting of shareholders
2.00pm
Wednesday, 27 November 2019
Annual Meeting of shareholders
ACCESSING THE VENUE

---

Proxy and Postal Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode (if inside New Zealand) or country of residence (if outside
New Zealand) to securely access InvestorVote. Then follow the prompts to appoint your proxy and exercise your vote
online.
Lodge your proxy or postal vote
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
www.investorvote.co.nz
Lodge your proxy or postal vote online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy appointment or postal vote to be effective it must be received by 2:00 pm Monday, 25 November 2019
Notes
You may cast your vote in one of the four ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote online at www.investorvote.co.nz.
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the
FOR, AGAINST or ABSTAIN boxes in 'Step 1' overleaf, signing this voting form
and returning it to the share registrar.
(c) Appointing a proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION boxes in 'Step 1'
overleaf, completing the appointment of proxy details in 'Step 2' overleaf,
signing this voting form and returning it to the share registrar. Alternatively, you
may appoint your proxy online at www.investorvote.co.nz. A proxy does not
need to be a shareholder of the Company. The Chairman of the meeting, or
any other director, is willing to act as proxy for any shareholder who wishes to
appoint him or her for that purpose.
(d) Attending and voting in person
You should bring this voting form to the meeting and hand the attendance slip
to the share registry at the entrance to the meeting.
You are also kindly requested to email Olyskovtseva@cavbrem.co.nz to confirm your
attendance, and to advise number attending, to assist with preparation for
the meeting.
Signing Instructions for Proxy/Postal Voting Form
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign.
Power of Attorney
If this form has been signed under a power of attorney, a copy of the power of
attorney (unless already deposited with the Company) and a signed certificate
of non-revocation of the power of attorney must be produced to the Company
with this form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Important note: Where a shareholder does not name a person as their proxy
but otherwise completes the proxy form in full, or where a shareholder’s named
proxy does not attend the meeting, the Chairman of the meeting will act as that
shareholder’s proxy and will vote in accordance with that shareholder’s express
direction.
Turn over to complete the form to vote

Voting Instructions/Voting Paper
Signature of Shareholder(s) This section must be completed.
Shareholder(s) Questions
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
SIGN
ATTENDANCE SLIP
STEP 1
Annual General Meeting of Cavalier Corporation Limited
to be held at The Newmarket Room, Ellerslie Event Centre,
100 Ascot Avenue, Ellerslie, Auckland on
Wednesday, 27 November 2019, commencing at 2.00pm
Shareholders wishing to attend the meeting are kindly requested to email Olyskovtseva@cavbrem.co.nz to
confirm their attendance and to advise number attending to assist with preparation for the meeting.
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions set out above at the Annual General Meeting of Cavalier
Corporation Limited to be held at The Newmarket Room, Ellerslie Event Centre, 100 Ascot Avenue, Ellerslie, Auckland on Wednesday, 27 November 2019,
commencing at 2.00pm and at any adjournment of that meeting.
I/We being a shareholder/s of Cavalier Corporation Limited
Appointment of Proxy
STEP 2
If you do not name a person as your proxy or your named proxy does not attend the meeting, the Chairman will be appointed as your proxy and may
only vote in accordance with your express direction.
Please note: Whether or not you are planning to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
ForAgainst
Abstain
Proxy
Discretion
Please tick one box for each resolution
Ordinary Resolutions
Resolution 1
(Re-election of director): That John Rae, who retires at the Annual Meeting and is eligible for re-election,
be re-elected as a director of the Company.
Resolution 2
(Auditor’s remuneration): That the directors are authorised to fix the fees and expenses of the auditor.
Special Resolution
Resolution 1
(Amendment to constitution): That the Company amend its existing constitution, in the form presented at
the Annual Meeting and signed by the Chairman for the purpose of identification, with effect from the close
of the Annual Meeting.
Shareholders present at the Annual Meeting will have the opportunity to ask questions when invited to during the meeting. Alternatively, shareholders can submit questions
ahead of the meeting by completing the section below and returning this form in the reusable reply-paid envelope or by emailing Olyskovtseva@cavbrem.co.nz by
Wednesday, 20 November 2019.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below and returning this form.
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address

---

LATE FEBRUARY 2020
(DATE TO BE ADVISED)
Auckland
COMPANY VISIT
Cavalier Corporation
7 Grayson Ave
Papatoetoe, Auckland
WEDNESDAY 20
NOVEMBER 2019
Christchurch
New Zealand Merino
123 Victoria St
Christchurch Central City
12:00PM
This will be an opportunity for you to meet members of
Cavalier’s Board and management team and to hear more
about our vision for the future, as we revitalise the demand
for beautiful carpets, made from New Zealand wool.
Cavalier Bremworth has a long-standing history of
producing world-leading wool carpets. It’s what we’re
known for. Premium quality carpet made from New Zealand
wool, right here in New Zealand.
And this is where our focus will remain, creating and
marketing a valuable natural product that is both
sustainable and desirable, here and around the world.
RSVP
Spaces for shareholder events are limited. Please RSVP to olyskovtseva@cavbrem.co.nz
or call us on 09 277 1197 by WEDNESDAY 13 NOVEMBER to book your spot.
THURSDAY 21
NOVEMBER 2019
Wellington
Cavalier Wellington
15 Tennyson Street
Te Aro, Wellington
12.00PM
WEDNESDAY 27
NOVEMBER 2019
Auckland
The Newmarket Room
Ellerslie Event Centre
100 Ascot Ave, Ellerslie
2.00PM
Annual Meeting
Shareholder
Events
As a valued shareholder, we invite you to
attend our Shareholder Events.
Beautifully crafted wool carpets were what Cavalier was
founded on - and what our future will be built on. Our
transformation into a wool focused, design-led business
will not only be good for the environment and our
customers, it will also be good for business, our people
and our shareholders.
Come along to a Shareholder Event to hear more about
our vision for the future. There will be an opportunity to
ask questions. The presentation will be followed by light
refreshments.