Notice of Annual Meeting

MARKET RELEASE
2 December 2020

Notice of Annual Meeting of Shareholders

Cavalier Corporation Limited (NZX: CAV) has today released its Notice of Annual Meeting of
shareholders.

The meeting will be held online at www.web.lumiagm.com (Meeting ID 358-936-885) on
Wednesday, 23 December 2020 commencing at 2.00 pm.

ENDS

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

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NOTICE OF ANNUAL MEETING
23 DECEMBER 2020
Notice is hereby given that the 2020 Annual Meeting of shareholders of
Cavalier Corporation Limited will be held online at www.web.lumiagm.com
(Meeting ID 358-936-885) on Wednesday, 23 December 2020,
commencing at 2.00 pm ("Notice of Meeting").

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 the Cavalier Corporation
Limited group (“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, 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
Cavalier’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.
FORWARD-LOOKING
STATEMENTS

We are holding the Annual Meeting online as
a result of the ongoing uncertainty relating to
COVID-19 and the importance of keeping our
shareholders and our people safe in the current
environment. This decision has not been taken
lightly as we appreciate how important it is for the
directors to be able to meet with shareholders in
person. However, after careful consideration, we
have decided that the risks of a re-emergence of
the virus in our community means that it is only
appropriate to hold the meeting online this year.
Shareholders who have not participated in an
online meeting will find the virtual annual meeting
notes on page 9 and the accompanying Virtual
Meeting Guide useful.
The items of business to be dealt with at the
Annual Meeting are set out on page 2, and the
procedural notes for the Annual Meeting are on
pages 10 and 11.
Dear shareholder
On behalf of the Board of Directors
("Board"), I am pleased to invite you to
the 2020 Annual Meeting ("Annual Meeting")
of shareholders of Cavalier Corporation
Limited ("Company") to be held online at
www.web.lumiagm.com on Wednesday,
23 December 2020, commencing at 2.00 pm.
LETTER FROM
THE CHAIRMAN
AND ITEMS OF
BUSINESS
1 — NOTICE OF ANNUAL MEETING 2020

ITEMS OF BUSINESS
A. Chairman’s address
B. Chief Executive Officer’s address
C. Shareholder questions and discussion
of 2020 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 Dianne Williams:
That Dianne Williams, 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 – Election of Paul Izzard:
That Paul Izzard, who was appointed as a director by
the Board on 20 November 2020 and who is eligible
for election, be elected as a director of the Company.
See also Explanatory Note 2.
Resolution 3 – Auditor’s remuneration:
That the directors be authorised to fix the fees and
expenses of the auditor. See also Explanatory Note 3.
Resolution 4 – Approval of sale and leaseback
of Auckland property:
That the sale and leaseback of the Auckland
Property, details of which are set out in Explanatory
Note 4, so as to enable the Company to execute
its transformation to the all-wool and natural
materials business model, while also providing
it with additional liquidity and funding, be approved.
E. Other business
To consider any other business that may properly
be brought before the Annual Meeting.
The Board unanimously supports all resolutions
and recommends that shareholders vote in favour
of all resolutions.
The Company did not receive any director nominations
prior to the closing date.
Transcripts of the Chairman’s and Chief Executive Officer’s
addresses to the Annual 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 Annual 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.
George Adams
Chairman
1 December 2020
LETTER FROM
THE CHAIRMAN
AND ITEMS OF
BUSINESS
(
CONT'D
)
2

EXPLANATORY
NOTES
THE PURPOSE OF THESE EXPLANATORY
NOTES ("EXPLANATORY NOTES") IS
TO PROVIDE SHAREHOLDERS WITH
INFORMATION ON THE MATTERS TO BE
CONSIDERED AT THE ANNUAL MEETING.
DIANNE WILLIAMS
B.Com., MBA, CMInstD
Term of office:
Appointed as a director in July 2015
Last re-elected 31 October 2017
Annual Meeting
Board Committees:
Remuneration (Chair), Audit and
Nomination
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, Dianne Williams must retire.
The other directors unanimously support the re-election
of Dianne Williams as a director.
Profile
Dianne has been an independent director of the Company
since July 2015.
She is Chair of the Board’s Remuneration Committee and a
member of the Board’s Audit and Nomination Committees.
Dianne’s early career was in marketing in the FMCG sector,
driving market dominance for some of New Zealand’s favourite
brands including Cadbury and Sealord before taking up senior
executive roles with companies demanding strong sales and
marketing programmes.
She is currently a director of Chartered Accountants Australia
New Zealand, Netball Northern Zone (Incorporated Society)
and West Auckland Trust Services Limited.
The Board has determined that Dianne will continue to
be an independent director.
1 . O R D IN A RY R E S O L U T I O N 1:
RE-ELECTION OF DIANNE WILLIAMS
3 — NOTICE OF ANNUAL MEETING 2020

PAUL IZZARD
BA Hons Interior Design
Term of office:
Appointed as a director on
20 November 2020
Board Committees:
Audit and Remuneration
Pursuant to NZX Listing Rule 2.7.1, a director appointed by
the Board must not hold office (without election) past the
next annual meeting following the director's appointment,
but is eligible for election. Accordingly, Paul Izzard must retire.
The other directors unanimously support the election of
Paul Izzard as a director.
Profile
Paul was appointed a director by the Board on
20 November 2020.
He is a member of the Board’s Audit and Remuneration
Committees.
Paul is founder and director of Izzard Design, a leading
interior design business in New Zealand.
Over almost 20 years, Paul has completed more than
300 projects in residential and commercial design, including
the recently acclaimed Harbour Eats project at Commercial
Bay downtown Auckland, The Goodside precinct at Smales
Farm and Sanford's Seafood Market to name a few.
Paul has also gained multiple industry and design accolades
across all design sectors. His industry knowledge and networks,
as well as his business leadership experience, are considered
valuable attributes as Cavalier transforms to being a global
leader in designing and creating desirable, sustainable, safe and
high performing natural interior solutions.
With more large precinct projects on the drawing board both
nationally and internationally – including hospitality and
residential - Paul is constantly at the leading edge of current
design trends.
The Board has determined that Paul is an independent director.
2 . O R D IN A RY R E S O L U T I O N 2:
ELECTION OF PAUL IZZARD
EXPLANATORY NOTES
(
CONT'D
)
4

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.
4. ORDINARY RESOLUTION 4:
APPROVAL OF SALE AND LEASEBACK OF THE
AUCKLAND PROPERTY
Background
The Company held a special meeting of shareholders on
17 September 2020 ("Special Meeting") to approve the
sale and leaseback of its Auckland properties situated at
7-9 Grayson Avenue, 2 Brett Avenue and 9 Brett Avenue,
Papatoetoe, Auckland ("Auckland Property") to Kinleith
Land and Infrastructure Limited (and/or nominee) ("Kinleith")
("Kinleith Transaction"). Shareholders approved the sale
and leaseback at the Special Meeting.
The Auckland Property is owned by Cavalier Bremworth
Limited ("CBL"), a wholly-owned subsidiary of the Company.
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.
On 9 November 2020, the Company announced to the
market that CBL had served a settlement notice on Kinleith,
following Kinleith's failure to settle the Kinleith Transaction on
6 November 2020. The announcement resulted in a number of
approaches from third parties seeking to acquire the Auckland
Property on substantially the same, or more favourable, terms
as offered to the Company by Kinleith.
As announced to the market on 16 November 2020, CBL has
terminated the agreement with Kinleith for failure to pay the
deposit and has entered into an agreement with Manukau
Industrial Holdings Limited ("MIH Transaction") for the sale
and leaseback of the Auckland Property. The MIH Transaction
is a new transaction requiring shareholder approval for the
purposes of NZX Listing Rule 5.1.1 and is conditional upon the
Company obtaining such shareholder approval or obtaining
a waiver from NZX in respect of that requirement. After
discussions with NZX, the Company has elected to have the
MIH Transaction approved by shareholders for the purposes
of NZX Listing Rule 5.1.1.
The offer under the MIH Transaction was the best received
from the third parties who sought to acquire the Auckland
Property following the announcement that CBL had served a
settlement notice on Kinleith. The Company was pleased to
receive an offer with a greater purchase price than that under
the Kinleith Transaction and did not see it as necessary to put
the Auckland Property back on the open market.
Details of the MIH Transaction
The MIH Transaction is on substantially the same terms as
those advised to shareholders in the notice of meeting for the
Special Meeting (being as set out in the following paragraph)
save that:
(a) the purchase price is increased by $900,000 to
$25.5 million;
(b) the Company is asked to guarantee the obligations of
CBL under the leaseback; and
(c) the settlement date is (unless the parties otherwise agree)
10 working days following shareholder approval (given
the blackout period over Christmas, this would be
19 January 2021 assuming this resolution is passed at
the Annual Meeting).
3. ORDINARY RESOLUTION 3:
FIX THE REMUNERATION OF THE AUDITOR
5 — NOTICE OF ANNUAL MEETING 2020

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 the renewal date, with market
rent to be no less than 100% and no greater than 110% of the
annual rent immediately preceding the relevant rent review
date. (This differs from the Kinleith Transaction where the
market rent was to be no less than 90% and no 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
1
. No rental amounts are being set off against the
purchase price.
Bayleys Real Estate, who assisted CBL 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
2
is
typical after having regard to the age and condition of the
Auckland Property.
The Company is to guarantee all of CBL's obligations as lessee
under the lease. The lease (including the guarantee) is on the
standard Auckland District Law Society form. CBL owns or
controls a substantial proportion of Cavalier's net assets and
will receive the proceeds of sale of the Auckland Property. The
Board does not believe that the guarantee will be called upon
and, in light of this view, it has determined that Section 129 of
the Companies Act 1993 does not apply to the Company
entering into the guarantee.
Reasons for the proposed transaction
As shareholders are aware, the Company has decided to exit
the synthetic carpet market and return to an all-wool and
natural materials business model that focuses on designing
and creating desirable, sustainable, safe and high performing
natural interior solutions.
To facilitate its transformation to the new model, Cavalier will
require capital and investment. The Company has taken
extensive external independent advice and been investigating
a range of opportunities to realise additional funds to allow the
Company to execute its transformation to the all-wool and
natural materials business model as well as to support the
business in light of the impact of, and uncertainty caused by,
COVID-19. The sale and leaseback of the Auckland Property
represents the most effective way of accessing capital at this
time, with the Board also considering capital options to further
strengthen the Company’s balance sheet.
The net proceeds of the MIH Transaction of approximately
$25 million will provide the Company with:
• Additional liquidity and funding during the current
uncertain operating environment;
• A sound financial footing to better capitalise on the
expected eventual recovery in the carpet market; and
• The financial resources to continue its strategic
transformation to its all-wool and natural materials
business model.
4. ORDINARY RESOLUTION 4:
APPROVAL OF SALE AND LEASEBACK OF THE
AUCKLAND PROPERTY (CONT'D)
1. 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.
2. 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 CBL’s operations).
EXPLANATORY NOTES
(
CONT'D
)
6

Financial implications of the proposed transaction
The cash flow implications of the MIH Transaction, together
with the sell-down of non-wool inventory, the repayment of
bank debt and the execution of the strategic transformation to
the all-wool and natural materials business model, as explained
above, for FY21 are summarised below:
The Board expects that all of the surplus cash from the MIH
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. 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 into retail stores
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.
As part of its assessment of funding and the new strategic
direction, the Board considered the long term risks and
rewards of various alternatives (such as debt funding, an equity
raise or other asset sales) and believes that the current funding
proposal and strategy is the most advantageous pathway for
the Company at this time and will provide long term value for
shareholders, while preserving jobs, protecting local supply
chains and supporting New Zealand’s primary industry.
1. Sale proceeds are net of real estate agent commission and other expenses such as legal costs.
2. Including new display stands into retail stores.
3. Including launch of the transformation and focus on sustainability.
4. Including proceeds from sell-down of non-wool inventory.
$ million
Net bank debt as at start of FY21(14.5)
Net proceeds of the MIH Transaction
1
25.0
Transformation-related cash flows:
Restructuring(1.4)
Capital expenditure
2
(0.7)
Marketing and people
3
(5.1)
FY21 net cash flows
4
11.4
Surplus cash as at end of FY21$14.7
7 — NOTICE OF ANNUAL MEETING 2020

Risks of the 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 Company is confident that the MIH Transaction will
proceed to settlement (should this resolution be passed
at the Annual Meeting). The Company considers the risk
of this transaction not settling to be minimal, with the
current purchaser being a well-recognised, credible
property investor. The only outstanding condition is
shareholder approval.
It is noted that Kinleith may seek to dispute the termination
of the Kinleith Transaction, however, as at 1 December 2020,
being the latest date prior to the printing of the Notice of Meeting,
the Company has not received any formal correspondence in this
regard and is not aware of any credible basis upon which the
termination could be challenged.
Recommendation of the Board
In the Board’s opinion, the MIH 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 MIH Transaction.
Consequences if the resolution is not approved
If shareholders do not approve the resolution in respect of the
MIH Transaction, then the MIH Transaction 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.
A deposit has been paid by the purchaser under the MIH
Transaction. If this resolution is not approved, the deposit
(together with net interest accrued on that amount) will be
refunded to the purchaser in full in accordance with the
provisions of the sale and purchase agreement.
Listing Rule requirements
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 the leaseback) exceeds 50%
of the Company’s Average Market Capitalisation
1
and,
therefore, under NZX Listing Rule 5.1.1, shareholder approval
by ordinary resolution is required.
The Company does not consider that the MIH Transaction
will significantly change the nature of its business.

1. The Company's Average Market Capitalisation as at 27 November 2020, being the latest practical date prior to the printing of the Notice of Meeting was
approximately $24.7 million.
EXPLANATORY NOTES
(
CONT'D
)
8

In light of the current uncertainty around COVID-19, the
Company has made the decision to hold the Annual Meeting
online, via the online platform at www.web.lumiagm.com.
Shareholders attending and participating in the virtual Annual
Meeting will be able to view the presentations, vote on the
resolutions 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
358-936-885 – 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.
VIRTUAL ANNUAL
MEETING
9 — NOTICE OF ANNUAL MEETING 2020

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.
No shareholder is prohibited from voting on the resolutions
and all shareholders will vote together as one class.
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, 21 December 2020 shall be entitled to attend and
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 expressly grant
the directors discretion on how to cast their votes, the
directors have advised that they intend to vote in favour
of all 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 and postal
voting form in full, or where a shareholder's named proxy does
not attend the Annual 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 and, if
expressly granted a discretion on how to vote, will vote in
favour of all resolutions.
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 2.00 pm on Monday, 21 December 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.
PROCEDURAL
NOTES
10

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 Meeting which must be
deposited with the Company using one of the methods
outlined on the proxy and postal voting form by 2.00 pm
on Monday, 21 December 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 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 KMain@bremworth.co.nz.
Motions will not be allowed from the floor.
The Company’s external auditor, KPMG, will be available
during 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 2020.

11 — NOTICE OF ANNUAL MEETING 2020

IMPORTANT
INFORMATION
KEY DATES
All times given are New Zealand times
2.00 pm
Monday, 21 December 2020
Latest time for receipt of proxy appointments and postal votes
5.00 pm
Monday, 21 December 2020
Record date for determining voting entitlements at the Annual Meeting of shareholders
2.00 pm
Wednesday, 23 December 2020
Annual Meeting of shareholders
12

13 — NOTICE OF ANNUAL MEETING 2020

Cavalier Corporation Limited
7 Grayson Avenue, Auckland 2104
P O Box 97040, Auckland 2241
Telephone: 64-9-277 6000
Facsimile: 64-9-279 4756
www.cavcorp.co.nz

---

Proxy/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, 21 December 2020.
Notes
No shareholder is prohibited from voting on the proposed resolutions 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 any or all 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 by completing the FOR, AGAINST or ABSTAIN boxes in
'Step 1' overleaf, signing this Proxy/Postal 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
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 Proxy/Postal 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 Annual 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 resolutions.
Turn over to complete the form to vote
VIRTUAL ANNUAL MEETING
Given the uncertainty around the COVID-19 environment, the Annual Meeting will be held online only.
All shareholders will have the opportunity to attend and participate in the Annual Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone) even if a proxy has been appointed. 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 Annual Meeting
of Cavalier Corporation Limited to be held online at 2.00 pm Wednesday, 23 December 2020 and at any adjournment of that virtual meeting, and to vote on any
resolutions to amend the resolutions and on any resolutions 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 of the meeting 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.
Please tick one box
Shareholders participating in the virtual Annual 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 2.00 pm Monday, 21 December 2020.
For
AgainstAbstain
Proxy
Discretion
Ordinary Resolutions
1.Re-election of Dianne Williams:
That Dianne Williams, who retires and who is eligible for re-election, be re-elected as a director of the Company.
2.Election of Paul Izzard:
That Paul Izzard, who was appointed as a director by the Board on 20 November 2020 and who is eligible for election, be
elected as a director of the Company.
3.Auditor’s remuneration:
That the directors be authorised to fix the fees and expenses of the auditor.
4.Approval of sale and leaseback of Auckland property:
That the sale and leaseback of the Auckland Property, details of which are set out in Explanatory Note 4 of 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 additional liquidity and funding, be approved.
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):

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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
3
58-936-885
Remote entry to the Annual Meeting will open at
1.30PM NZT on Wednesday 23 December 2020, with
the meeting commencing at 2.00PM 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.