Sale and Leaseback of Auckland Property and Special Meeting

MARKET RELEASE
2 September 2020

Cavalier Announces Conditional Sale and Leaseback of Auckland Property and Special Meeting

New Zealand wool and carpet company, Cavalier Corporation Limited (NZX: CAV) advises that it has
entered into a sale and leaseback agreement for its Auckland Property. The agreement is conditional
upon shareholder approval which will be sought at a Special Meeting of shareholders, to be held
online on 17 September 2020. A Notice of Special Meeting has been provided with this
announcement. While the Notice of Special Meeting stated that the agreement is also conditional
on OIO approval, this condition has now been satisfied.

On 23 July 2020, Cavalier unveiled a new transformational strategy that firmly positions the
Company with an all-wool and natural fibres business model. As stated at the time, the pivot to the
new strategy will require capital and investment and the Company has been evaluating a range of
opportunities to fund the transformation.

The Board has taken extensive external independent advice on the options available. In the first
instance, Cavalier is looking at the sale and leaseback of the Auckland Property, which represents the
most effective way of accessing capital at this time.

The Company has entered an agreement with Kinleith Land & Infrastructure Limited and/or nominee
for the sale and leaseback of the Auckland Property for net proceeds of approximately $24 million.
The proceeds will be used to strengthen Cavalier’s balance sheet and facilitate the transformation to
an all-wool and natural fibres business model.

The Company sees the increasing consumer shift back to using natural and environmentally
sustainable materials as a significant opportunity. Cavalier proposes to capitalise on its strengths and
the move towards conscious consumerism, and again focus on woollen carpets, taking advantage of
the growing interest in natural materials and sustainable products and assuming the environmental
responsibilities customers are looking for.

Chair of Cavalier, George Adams, said: “Cavalier is fortunate to have significant holdings of land and
buildings and the ability to unlock and redeploy some of this capital to support its strategy for
change. We consider that the pivot to an all-wool and natural materials business is the most
advantageous strategy for the Company and will provide long-term value for shareholders. We
recommend shareholders vote in favour of the resolution at the Special Meeting.”
ENDS

For further information please contact:
Paul Alston
Chief Executive Officer
palston@cavbrem.co.nz
+64 21 918 033
+64 9 277 1135
Jackie Ellis
Media and Investor Relations
Jackie@ellisandco.co.nz
+64 27 246 2505

---

NOTICE OF
SPECIAL MEETING
17 SEPTEMBER 2020
Notice is hereby given that a special meeting of shareholders (‘Special Meeting’)
of Cavalier Corporation Limited (the ‘Company’ or ‘Cavalier’) will be held online at
www.web.lumiagm.com on Thursday, 17 September 2020, commencing at 10.00 am.

IMPORTANT
NOTE
This notice of meeting (‘Notice of Meeting’)
is an important document and requires your
attention. It should be read in its entirety. It has
been prepared by Cavalier to advise you of the
forthcoming Special Meeting of shareholders
and to assist you in understanding the resolution
to be put to shareholders for consideration at the
Special Meeting.
The directors encourage you to read this Notice
of Meeting and exercise your right to vote. If you
do not understand any part of this document or
are in doubt as to how to deal with it, you should
consult your broker or other professional adviser
as soon as possible.
FORWARD-LOOKING
STATEMENTS
This Notice of Meeting contains forward-looking
statements.
As forward-looking statements are predictive in
nature, they are subject to a number of risks and
uncertainties relating to Cavalier, its operations,
the markets in which it competes and other factors
(some of which are beyond the control of Cavalier).
In particular, Cavalier’s operations and results are
significantly influenced by the level of activity in
the flooring sectors of the economies in which it
competes, particularly in New Zealand and Australia.
Fluctuations in commercial and residential
construction activity, availability of capital, housing
turnover and pricing, levels of repairs, remodelling
and additions to existing homes, new housing starts,
relative exchange rates, interest rates and general
consumer confidence, can each have a substantial
impact on Cavalier’s results of operations and
financial position.
Other risks include competitor activity, product
demand, pricing and input costs and the ongoing
impact of COVID-19 on the level of activity in the
flooring sector in all markets.
As a result of the foregoing, actual results and
conditions may differ materially from those
expressed or implied by such statements.
Any estimates or projections as to events that may
occur in the future (including the financial effects
of the Company’s transformation to the all-wool and
natural materials business model) are based upon
the best judgement of Cavalier from the information
available as at the date of this Notice of Meeting.

Recommendation of the Board
The Board unanimously recommends the
resolution to shareholders for approval
and encourages all shareholders to vote
in favour of the resolution.
Addresses by Chairman and
Chief Executive Officer
Transcripts of the Chairman’s and Chief
Executive Officer’s addresses to the Special
Meeting, and any accompanying slide
presentations, will be released to the NZX
market announcement platform and posted
on the Company’s website at the same time
as they are delivered to the Special Meeting.
NZX confirmation
NZX has confirmed that it has no objection
to this Notice of Meeting, but takes no
responsibility for any statement made
in this Notice of Meeting.
Virtual Meeting
The Special Meeting will be held
online at www.web.lumiagm.com,
Meeting ID 383-341-487.
GEORGE ADAMS
CHAIRMAN
1 SEPTEMBER 2020
Chairman’s address
Chief Executive Officer’s address
Shareholder questions and discussion
Ordinary resolution – Sale and leaseback of Auckland Property:
To consider and, if thought fit, to pass the following ordinary resolution (which
requires the approval of a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution):
That the sale and leaseback of the Auckland Property, details of which are set
out in the Explanatory Statement, so as to enable the Company to execute its
transformation to the all-wool and natural materials business model, while also
providing it with the additional liquidity and funding, be approved.
BUSINESS
A
B
C
D
CAVALIER NOTICE OF MEETING 01

Dear Shareholder
We are pleased to invite you to attend a
Special Meeting of shareholders of Cavalier
Corporation Limited online on Thursday,
17 September 2020 at 10.00 am. Given the
uncertainty around the COVID-19 environment,
the Special Meeting will be held virtually only.
You can participate in the Special Meeting at
www.web.lumiagm.com. If you are unable to
attend, we strongly encourage you to complete
and lodge the proxy form in accordance with
the instructions on the back of that form.
As you will be aware, on 23 July 2020, we announced
our exciting transformation to position Cavalier
Bremworth with an all-wool and natural fibres
business model. We have been delighted with the
overwhelmingly positive feedback from our customers,
retailers, industry partners and our shareholders. The
Special Meeting is an opportunity for you to hear more
on our new strategy, and we encourage you to attend
and take this opportunity to share in the Board and
management’s enthusiasm for our future.
Our pivot to our new strategy will require investment,
and shareholders are being asked to vote on a
resolution to allow for the sale and leaseback of
Cavalier’s Auckland properties situated at 7-9 Grayson
Avenue, 2 Brett Avenue and 9 Brett Avenue, Papatoetoe,
Auckland (‘Auckland Property’), in order to strengthen
our balance sheet and facilitate our transformation.
The background
Cavalier Bremworth is a loved and respected
New Zealand brand. Over decades, it has built a
reputation as a champion for quality New Zealand wool
carpets. For the last 50+ years, we’ve been on a journey
of exploration and have built up significant knowledge
about the potential and performance of many different
fibres from diverse sources for use in flooring.
In response to consumer demand, Cavalier Bremworth
introduced synthetic carpets in the last decade.
However, wool carpet was and remains the optimum
offering for customers. Not only is it the best fibre for
design, innovation and performance on the floor, it’s
also 100% natural, biodegradable and renewable.
A changing world
Today, the long-term dangers posed by plastics
are becoming clear. It’s a global problem and
manufacturers need to be part of the solution.
1
The figures are from the report to the Company prepared by The New Zealand Merino Company Limited dated 15 December 2019.
LETTER FROM
THE CHAIRMAN
Consumers are starting to reject plastic, particularly
single-use plastics, in favour of multi-use or more
sustainable alternatives. Consumers are also
becoming aware that plastic comes in many forms,
including synthetic carpet, upholstery, curtains,
clothing and more.
There is growing awareness and concern about
microplastics in our homes, in our food chain and in
the environment. The impact plastics have on human
health is largely unknown, but early studies suggest
that microplastics entering the body are unlikely to
be good for people.
A changing world brings new opportunities
Consumers subscribing to lifestyles of health
and sustainability (‘LOHAS’) epitomise conscious
consumerism and are one of the fastest growing
consumer segments in the developed world, valued
at more than US$190 billion a year in the United
States, A$32 billion in Australia and an estimated
NZ$18 billion in New Zealand.
1
These consumers are
seeking out products and experiences that align with
their emotional and environmental priorities and are
happy to pay to support these. They’re a wealthier
demographic who focus on personal health,
wellbeing and ecological impact.
As a company, we cannot ignore that we are currently
contributing to the plastic problem by manufacturing
and selling synthetic carpets. While we consider
recycling to be a positive step towards repurposing
plastic that already exists, stopping it at source has to
be the best solution. So, it makes sense for Cavalier
to transform and transition out of synthetic carpet to
natural materials and wool, knowing that in the process,
we are committing to improving the wellbeing of our
customers and the planet without compromising on
design and performance attributes that our customers
care about.
We’re transforming
The time is right for Cavalier to transform. To build on
our heritage, better meet the changing needs of our
customers and reduce our impact on the planet, while
also improving the profitability of our Company.
We will be transitioning out of synthetic carpets and
focusing on all-wool and natural materials.
We will be repositioning our brand and offer to better
meet the needs of conscious consumers (LOHAS).
We will continue to focus on doing what’s right – for
people and the planet.
And as a result, we believe we will deliver better
returns on investment for our shareholders.
02 CAVALIER NOTICE OF MEETING

2
For further details, please refer to Cavalier’s market release and strategy presentation released to NZX on 23 July 2020.
The directors consider that the pivot to an all-wool and natural materials
business is the most advantageous strategy for the Company and will
provide long-term value for shareholders. It is in this light that the directors
recommend you vote in favour of the resolution at the Special Meeting.
Over the next ten years, our vision is to become a
purpose-led global leader in designing and creating
desirable, sustainable, safe and high performing
interior products. While this transformation will take
time and investment, we believe Cavalier has the
infrastructure, capabilities and expertise to effectively
manage the change and a strategy which will benefit
from evolving consumer trends.
Our journey starts now
We have identified four strategic pathways and have
a detailed plan of activity to build our sales and extend
our reach.
2
We will be seeking to change consumer
mindsets and grow demand for beautiful, sustainable,
safe and high performing wool and natural material
interior products. We will be positioning Cavalier
Bremworth as the preferred choice for all homes,
targeting new consumer groups and key influencers,
investing in marketing, expanding our retail base and
launching new ranges to make our beautiful wool
carpets accessible to more consumers. Longer term,
we will be looking at other adjacent opportunities to
create desirable, sustainable and safe interior products.
We expect to see a return to profitable growth from
FY23 onwards, following an initial 12 to 24 months of
investment as we reset our business and commence
our new strategy, and as the economy recovers from
COVID-19. The full benefits are expected to be realised
from FY25 onwards as Cavalier’s strategy bears fruit.
Next steps
To facilitate our transformation to an all-wool and
natural materials strategy will require capital and
investment. The Board has taken extensive external
independent advice on the options available to us
and has shortlisted options including the sale and
leaseback of the Auckland Property, debt funding
and an equity raise.
In the first instance, we are looking at the sale and
leaseback of the Auckland Property, which represents
the most effective way of accessing capital at this
time. We are also considering capital options to further
strengthen our balance sheet and allow us to fully
execute our transformation strategy. We will keep
investors informed on this.
The net proceeds of the Auckland Property sale
of approximately $24.0 million would be used by
the Company in the first instance to deleverage
our balance sheet by fully repaying bank debt of
approximately $14.5 million. We are then proposing to
apply the balance of the net proceeds to strengthening
the balance sheet and providing the financial
resources to facilitate our strategic transformation
to an all-wool and natural materials business model.
Further information on the rationale for the directors’
recommendation, the new strategy and the sale and
leaseback of the Auckland Property can be read in the
Explanatory Statement of this Notice of Meeting. The
sale and leaseback is subject only to OIO approval and
shareholder approval, with settlement expected to
occur within a month of becoming unconditional.
Directors’ Recommendation
The directors have considered and taken independent
advice on alternatives for the future of Cavalier and
consider that the pivot to an all-wool and natural
materials business is the most advantageous strategy
for the Company and will provide long-term value
for shareholders. It is in this light that the directors
recommend you vote in favour of the resolution at
the Special Meeting.
Cavalier is fortunate to have significant holdings
of land and buildings and the ability to unlock and
redeploy some of this capital to support its strategy
for change. I encourage all shareholders to read this
Notice of Meeting in its entirety and, if at all possible,
attend the Special Meeting online to hear further
from the Board and management as we share our
new strategy with you.
It’s worth it
We believe the step change we are making is good
for our people, our shareholders, our business, our
customers, New Zealand and our planet. Nothing
feels better than premium wool carpet under your
feet on a cold winter morning, or a hot summer
evening. Nothing feels better than living with
beautiful, natural materials, rich with integrity, quality
and design. Nothing feels better than being ahead
of the curve, in a moral and practical sense. Nothing
feels better than doing something that’s both smart
and good. We warmly welcome our shareholders to
join us on our journey.
Thank you for your patience and continued support.
Yours sincerely
GEORGE ADAMS
CHAIRMAN
CAVALIER CORPORATION LIMITED
CAVALIER NOTICE OF MEETING 03

Proposed transaction
Cavalier Bremworth Limited, a wholly-owned subsidiary,
has entered into an agreement with Kinleith Land &
Infrastructure Limited (and/or nominee) for the sale
and leaseback of the Auckland Property. The purchase
price for the Auckland Property is $24.6 million. After
real estate agent commission and other expenses such
as legal costs, the net proceeds are expected to be
$24.0 million.
Kinleith Land & Infrastructure is a New Zealand real
estate investor that is focused on core industrial
real estate in the Upper North Island, specialising
in manufacturing and heavy industry tenants. At the
centre of its strategy is recognising tenants’ need for
its properties to have access to industrial infrastructure
to efficiently reach domestic and export markets for
their products.
The initial term of the leaseback is 14 years plus
one right of renewal of six years, with net rent at
commencement date of $1,600,000 per annum
and a 2.5% increase in rent per annum on each
anniversary of the commencement date (except
where that anniversary coincides with a market rent
review date). Market rent reviews will take place on
the sixth anniversary of the commencement date
and on renewal date, with market rent to be no less
than 90% or greater than 110% of the annual rent
immediately preceding the relevant rent review date.
The Company has estimated the present value of the
rental obligation in respect of the Auckland Property
to be around $16.0 million, based on the initial term of
the leaseback of 14 years and the net rent during that
initial term (but ignoring the market rent review to take
place on the sixth anniversary of the commencement
date), discounted at the rate of 7.5% per annum
3
.
No rental amounts are being set off against the
purchase price.
Bayleys Real Estate (‘Bayleys’), who assisted Cavalier
with the sale and leaseback, have confirmed that the
terms of the sale and leaseback are typical for those
entered into for large industrial sites in the Auckland
region and that the triple-net lease
4
is typical after
having regard to the age and condition of the
Auckland Property.
As part of the sale and leaseback process, Bayleys
conducted a comprehensive marketing campaign
outlining the indicative details of the proposed sale
and leaseback. The campaign ran over a five-week
period to ensure that all potential purchasers were
identified. Over 50 enquiries were received during
the campaign, with multiple offers received at
the conclusion of the sale and leaseback process.
The proposed transaction represents the best
offer received.
Reasons for the proposed transaction
As shareholders would be aware from recent
announcements by the Company, Cavalier has
been investigating a range of opportunities to
realise additional funds to support the business
in light of the impact of COVID-19 as well as
facilitate the transformation strategy to an all-wool
and natural materials business model.
These funding opportunities include, to a large extent,
the sale and leaseback of the Auckland Property in
respect of which shareholder approval is now being
sought. The Company is also considering other
funding options and details will be provided to
shareholders in due course.
The net proceeds of this transaction of approximately
$24.0 million will be used by the Company in the
first instance to deleverage its balance sheet by fully
repaying bank debt of approximately $14.5 million.
EXPLANATORY
STATEMENT
3
NZ IFRS 16 Leases requires lease liabilities to be measured at the present value of the lease payments over the lease term, with these lease payments discounted using
a discount rate that approximates the Company’s incremental borrowing rate where the interest rate implicit in the lease is not readily available.
4
In a triple-net lease, the lessee assumes direct responsibility for all costs payable in respect of the property (including rates, insuring the premises, and maintaining the
premises (including structural repairs and capital works)). While the lessee assumes those liabilities, ownership in the building rests with the lessor (save for those items
specified as remaining owned by the lessee, including specialist plant and machinery required for Cavalier Bremworth’s operations).
The purpose of this explanatory statement
(‘Explanatory Statement’) is to provide
shareholders with information on the matter
to be considered at the Special Meeting.
04 CAVALIER NOTICE OF MEETING

The balance of the net proceeds will be used to provide
the Company with:
• additional liquidity and funding during the current
uncertain and difficult operating environment;
• a sound financial footing to better capitalise on the
expected eventual recovery in the carpet market; and
• the financial resources to undertake its strategic
transformation to its all-wool and natural materials
business model.
In the meantime, all non-essential capital and
operational spends are continuing to be deferred and
all other costs closely monitored.
Cavalier is not at this stage considering a sale and
leaseback of its other properties but, if it was to do
so, it would seek shareholder approval to such a
transaction if required by the NZX Listing Rules.
The transformation to the all-wool and natural
materials business model
The Company’s business includes the manufacture
and sale of carpets. It traditionally focused on wool
carpets, however, in the last decade, there began a
shift in the market away from wool carpets towards
alternative forms of flooring, including synthetic
carpets and hard flooring.
While woollen carpet remained Cavalier’s focus over
that time, it sought to adapt to this market change by
also diversifying into synthetic carpets, undertaking
significant rationalisation of its woollen carpet
manufacturing base and reducing its operating costs
in the process.
The synthetic segment of the carpet market has
become very price competitive and increasingly
challenging for Cavalier in its main New Zealand and
Australian markets, particularly with no barriers to
entry and with local synthetic carpet manufacturers
having to compete with global manufacturers who
produce very large volumes of these carpets at very
low costs.
At the same time, Cavalier has been seeing growing
demand for top end, high quality, textured wool
carpets, with consumers starting to consider the
social, environmental and health impacts of the
products they purchase. In parallel, there is also
growing awareness of the negative impact of synthetics,
particularly plastic pollution, and the use of potentially
harmful chemicals, on the environment and on our
health. That awareness is changing how and what
consumers choose.
The Company sees the increasing consumer shift
back to using natural and environmentally sustainable
materials as a significant opportunity. Cavalier
proposes to capitalise on its strengths and the move
towards conscious consumerism, and again focus
on woollen carpets, taking advantage of the growing
interest in natural materials and sustainable products
and assuming the environmental responsibilities
customers are looking for.
The Company does not consider that the proposed
property transaction will significantly change the
nature of its business, with Cavalier continuing to
be a manufacturer and distributor of carpets. It will
also be looking to significantly increase its marketing
and sales profile and presence and focus not just on
manufacturing but on the customers’ needs.
CAVALIER NOTICE OF MEETING 05

Giving effect to the transformation
To give effect to the transformation, Cavalier will:
(a) exit its non-wool carpet business so that it can
focus on its woollen carpet operations; and (b) raise
the funding required for the transformation, while also
providing Cavalier with additional liquidity and funding
during the current uncertain and difficult operating
environment, by redeploying the capital tied up in
the Auckland-based manufacturing site (subject to
entering into lease back arrangements in relation to it).
Financial implications of the proposed
transaction, the repayment of bank debt
and the transformation
The cash flow implications of the transaction, together
with the repayment of bank debt and the execution of
the strategic transformation to the all-wool and natural
materials business model, as explained earlier, for FY21
are summarised below:

Net proceeds of proposed transaction
1

Repayment of bank debt
Transformation-related cash flows:
Restructuring
Capital expenditure
2

Marketing and people
3

FY21 net cash flows
4

Surplus cash as at end of FY21
1
sale proceeds are net of real estate agent commission and
other expenses such as legal costs
2
including new display stands at retail
3
including launch of the transformation and focus on sustainability
4
including proceeds of sale of non-wool inventory
The Board expects that all of the surplus cash from
the transaction as at the end of FY21 would also be
required in FY22 for the ongoing transformation.
The Board remains very focused on total shareholder
value, with annual dividends an integral part of
shareholder value creation, and the Board is fully
committed to the resumption of payment of annual
dividends as soon as possible - subject to dividend
payments being sustainable and supported by
consistent earnings and a strong balance sheet.
Five-year modelling of Cavalier’s future financial
performance and the investment needed to bring
about the transformation has been undertaken by
management and external advisers. In summary:
• Total sales revenue for FY20 and FY21 will reduce
as Cavalier exits its non-wool carpet business and
as a consequence of COVID-19;
• Investment costs, including restructuring of
its operations, will be incurred as the business
adjusts its manufacturing and sales base to
reflect the new sales focus, with these costs
also inclusive of new display stands at retail to
expand its market presence;
• Marketing spend and people costs will increase as
Cavalier will be investing in a number of initiatives
to enhance its market presence and ensure its
strategy is successfully communicated, understood
and implemented – in the process growing the wool
flooring market while also growing its share of the
wool market;
• As Cavalier’s strategy bears fruit and sales of higher
margin, higher value woollen carpets replace and
eclipse the previous synthetic carpet sales, this will
be reflected in Cavalier’s financial performance,
with growing revenues expected from FY23 and
FY24 onwards as the business builds woollen carpet
sales and as the economy recovers from COVID-19;
• The full benefits from the transformation are
expected from FY25 onwards.
$ million
24.0
(14.5)
(1.5)
(2.2)
(8.2)
11.9
$9.5
06 CAVALIER NOTICE OF MEETING

As part of its assessment of funding and the new
strategic direction, Cavalier’s Board considered the long
term risks and rewards of various alternatives (such as
debt funding, an equity raise or asset sales) and believe
that the current funding proposal and strategy is the
most advantageous pathway for the Company and
will provide long term value for shareholders, while
preserving jobs, protecting local supply chains and
supporting New Zealand’s primary industry.
Risks of proposed transaction
The principal risk with a sale and leaseback transaction
is if the facility is critical to the operations of the
business and the Company is unable to find suitable
alternative premises at the end of the lease term.
However, the Company is comfortable given the
14-year term of the lease, and the further right of
renewal of six years, that it will be able to find suitable
alternative premises at the required time. The Board
also notes that the purchaser is a significant industrial
property investor and there may be the opportunity
to relocate to another facility owned by the purchaser
and purpose-built for the Company at the appropriate
time in the future.
Sale and leaseback
The Board has determined that the sale and leaseback
of the Auckland Property represents the most effective
way of accessing capital during the current uncertain
and difficult operating environment while also
providing its carpet manufacturing operation
with ongoing security of tenure.
The Auckland Property, with land area of 20,363
square metres (more or less) and lettable area of
approximately 15,375 square metres, houses Cavalier’s
carpet tufting operation as well as its head office,
finance and administration, information services,
sales service and other support functions.
Recommendation of the Board
The Board unanimously recommends the resolution
to shareholders for approval and encourages all
shareholders to vote in favour of the resolution.
In the Board’s opinion, the proposed transaction
is in the best interests of the Company and its
shareholders. The directors intend to vote all shares
in the Company held or controlled by them in favour
of the resolution to approve the transaction.
Consequences if resolution is not approved
If shareholders do not approve the resolution, then
the proposed transaction the subject of the resolution
will not proceed, requiring the Board to consider
other options that may be available to the Company
to enable the Company to execute the transformation.
Listing Rules requirements – sale and leaseback
of property
Under NZX Listing Rule 5.1.1, a listed issuer must
obtain shareholder approval for an acquisition,
sale or lease of assets in respect of which the
“Gross Value” exceeds 50% of the issuer’s “Average
Market Capitalisation” (each as defined in the NZX
Listing Rules), or where an acquisition, sale or lease
of assets would significantly change the nature of
the issuer’s business.
The Gross Value of the asset that is subject to the
transaction being contemplated (including leaseback)
exceeds 50% of the Company’s Average Market
Capitalisation
5
and, therefore, shareholder approval
by ordinary resolution is required under NZX Listing
Rule 5.1.1.
5
The Company’s Average Market Capitalisation as at 25 August 2020, being the latest practical
date prior to the printing of the Notice of Meeting, was approximately $23.5 million.
CAVALIER NOTICE OF MEETING 07

VIRTUAL SPECIAL MEETING
In light of the current uncertainty around COVID-19,
the Company has made the decision to hold the
Special Meeting online, via the online platform at
www.web.lumiagm.com.
Shareholders attending and participating in the virtual
Special Meeting will be able to view the presentations,
vote on the resolution to be put to shareholders and
submit questions, by using their own computers
or mobile devices. Shareholders will still be able to
appoint a proxy to vote for them as they otherwise
would, by following the instructions on the proxy
form and this Notice of Meeting.
Shareholders will require the meeting ID – which is
383-341-487 – as well as your Username (CSN or
Holder Number which can be found on your proxy
form), and your postcode for verification purposes.
Virtual meetings are accessible on both desktop
and mobile devices. In order to participate remotely
shareholders will need to visit www.web.lumiagm.com
on your desktop or mobile device. Ensure that your
browser is compatible – Lumi AGM supports the
latest version of Chrome, Safari, Internet Explorer,
Edge or Firefox.
Audio will stream through the selected device,
so shareholders will need to ensure that they have
the volume control on their headphones or device
turned up.
If you have any questions, or need assistance with
the online process, please contact Computershare
on +64 9 488 8777 between 8.30am and 5.00pm
Monday to Friday.
Details of how to participate ‘virtually’ are provided
in the accompanying Virtual Meeting Guide, with
instructions for accessing the virtual meeting.
Shareholders are encouraged to review this guide.
VOTING
As required by NZX Listing Rule 6.1.1, the Chairman of
the Special Meeting will be calling a poll in relation to
the resolution to be put to shareholders at the Special
Meeting so that the results will be determined on the
basis of one vote per share held.
No shareholder is prohibited from voting on the
proposed resolution and all shareholders will vote
together as one class.
Persons entitled to vote
For the purposes of voting at the Special Meeting,
only those shareholders registered as such as at
5.00 pm on Tuesday, 15 September 2020 shall be
entitled to attend and exercise the right to vote at
the Special Meeting and only the shares registered
in those shareholders’ names at that time may be
voted at the Special 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 the resolution.
Proxies and corporate representatives
Any shareholder who is entitled to attend and vote
at the Special 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 Special 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 and postal voting form in full, or where
a shareholder’s named proxy does not attend the
Special Meeting, the Chairman of the Special Meeting
will act as that shareholder’s proxy and will vote in
accordance with that shareholder’s express direction
and, if expressly granted a discretion on how to vote,
will vote in favour of the resolution.
IMPORTANT
INFORMATION
08 CAVALIER NOTICE OF MEETING

To appoint a proxy, shareholders should complete
the relevant sections of the proxy and postal voting
form accompanying this Notice of Meeting which
must be deposited with the Company using one of
the methods outlined on the proxy and postal voting
form by 10.00 am on Tuesday, 15 September 2020
(being 48 hours before the start of the meeting).
These methods include:
1. lodging the proxy appointment online on
the website of the Company’s share registrar
www.investorvote.co.nz or
2. returning the signed proxy and postal voting
form to the Company’s share registrar
(a) using the reply-paid envelope provided; (b)
by faxing to +64 9 488 8787 or (c) by e-mailing to
corporateactions@computershare.co.nz.
Postal voting
Shareholders entitled to attend and vote at the
Special 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 Special Meeting.
To cast a postal vote, shareholders should complete
the relevant sections of the proxy and postal voting
form accompanying the Notice of Meeting which
must be deposited with the Company using one of
the methods outlined on the proxy and postal voting
form by 10.00 am on Tuesday, 15 September 2020
(being 48 hours before the start of the meeting).
These methods include:
1. lodging the postal vote online on the
website of the Company’s share registrar
www.investorvote.co.nz or
2. returning the signed proxy and postal voting
form to the Company’s share registrar
(a) using the reply-paid envelope provided; (b)
by faxing to +64 9 488 8787 or (c) by e-mailing to
corporateactions@computershare.co.nz.
Online proxy appointment and postal voting
To lodge proxy appointments and postal voting online,
shareholders will need to follow the prompts online
at www.investorvote.co.nz. Shareholders will require
their 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 Special Meeting will
have the opportunity to ask questions when invited
to during the Special Meeting. Alternatively,
shareholders can submit questions ahead of the
Special Meeting by writing to the Board and submitting
it to the Company in the reply-paid envelope or by
email to kmain@cavbrem.co.nz.
Motions will not be allowed from the floor.
CAVALIER NOTICE OF MEETING 09

KEY DATES
All times given are New Zealand times
Special Meeting
of shareholders
Latest time for receipt
of proxy appointments
and postal votes
10.00am
Thursday
17 September
2020
10.00am
Tuesday
15 September
2020
Record date for
determining voting
entitlements at
the Special Meeting
of shareholders
5.00pm
Tuesday
15 September
2020

---

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 10.00 am Tuesday, 15 September 2020.
Notes
No shareholder is prohibited from voting on the proposed resolution and all
shareholders will vote together as one class. You may cast your vote in one of the
four ways described below. You may abstain from voting on the resolution.
(a) Online
Lodge your postal vote online at www.investorvote.co.nz.
(b) Casting a postal vote
You may cast a postal vote 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 virtual meeting and either direct the
proxy as to how to vote or give the proxy discretion as to how to vote on the
resolution 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
The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Postal
Voting Form.
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 Special Meeting, the Chairman of the meeting will act
as that shareholder’s proxy and will vote in accordance with that shareholder’s
express direction and, if expressly granted a discretion on how to vote, will vote
in favour of the resolution.
Turn over to complete the form to vote
VIRTUAL SPECIAL MEETING
Given the uncertainty around the COVID-19 environment, the Special Meeting will be held online only.
All shareholders will have the opportunity to attend and participate in the Special Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Postal Voting Form.

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
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the virtual meeting on my/our behalf and to vote in accordance with the directions set out above at the Virtual Special Meeting of
Cavalier Corporation Limited to be held online at 10.00 am Thursday, 17 September 2020 and at any adjournment of that virtual meeting, and to vote on any resolution
to amend the resolution and on any resolution so amended.
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 virtual meeting, the Chairman will be appointed as your proxy.
Please note: Whether or not you are planning to attend the virtual meeting, you may cast a postal vote or appoint a proxy to vote at the
virtual meeting.
ForAgainst
Abstain
Proxy
Discretion
Please tick one box
Ordinary Resolution
That the sale and leaseback of the Auckland Property, details of which are set out in the Explanatory Statement to the
Notice of Meeting, so as to enable the Company to execute its transformation to the all-wool and natural materials
business model, while also providing it with the additional liquidity and funding, be approved.
Shareholders participating in the virtual Special Meeting will have the opportunity to submit 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 kmain@cavbrem.co.nz
by 15 September 2020.
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
If your proxy is not the Chairman of the meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (Phone): and (Email):

---

VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
383-341-487
Remote entry to the Special Meeting will open at
9.30AM NZT on Thursday 17 September 2020, with the
meeting commencing at 10.00AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in
Cavalier Corporation. Please note, if you have logged in as a guest you will not be able to ask
any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select
then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.