SPH Notice – Tracy Leanne Rowsell

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Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited (NZX)
and
To NZ Automotive Investments Limited (NZAI)
Relevant event being disclosed: Movement of 1% or more in the substantial holding(s)
Date of relevant event: 17 September 2021
Date this disclosure made: 17 September 2021
Date last disclosure made: 25 February 2021
Substantial product holder(s) giving disclosure
Full name(s): Tracy Leanne Rowsell
Summary of substantial holding
Class of quoted voting products: Ordinary shares in NZAI (NZX Code: NZA)
Summary for the Tracy Leanne Rowsell
For this disclosure,—
(a) total number held in class: 37,515,674
(b) total in class: 45,554,500
(c) total percentage held in class: 82.353%
For last disclosure,—
(a) total number held in class: 41,830,000
(b) total in class: 45,554,500
(c) total percentage held in class: 91.82%
Details of transactions and events giving rise to relevant event - 1

Details for Tracy Leanne Rowsell as the sole director and shareholder of TLR Williams
Trustee Company Limited, which is an independent trustee company with no beneficial
interests in the E & Co Trust. Eugene Williams and Williams Trustee Company Limited are
the trustees of the E & Co Trust (together, the Williams Trustees).
Details of the transactions or other events requiring disclosure: Aggregated on and off
market sales by the Williams Trustees of 4,306,319 ordinary shares in NZAI, for total
consideration of $4,018,684.45, made as follows:

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Date
Description of
Transaction
Price
Number of
Shares sold
Total
Consideration
Aggregated
trades greater
than 4 months
ago between
12 Mar 2021
and 26 Mar
2021
On Market
Trades.
Transferees are
unknown.
Ranging
between $1.26
and $1.17
8,006 $9,805.61
1 Jun 2021
On Market
Trades.
Transferees are
unknown.
$1.14 7,715 $8,795.10
2 Jun 2021
On Market
Trades.
Transferees are
unknown.
$1.11 6,489 $7,202.94
3 Jun 2021
On Market
Trades.
Transferees are
unknown.
$1.10 23,429 $25,771.90
4 Jun 2021
On Market
Trades.
Transferees are
unknown.
$1.10 2,367 $2,603.70
6 Jul 2021
On Market
Trades.
Transferees are
unknown.
$1.10 25,083 $27,601.30
17 Sep 2021
Off Market sell
down.
Transferees are
unknown.
$0.93 4,233,230 $3,936,903.90
Totals 4,306,319 $4,018,684.45

Details after relevant event - 1
Details for Tracy Leanne Rowsell
Nature of relevant interest(s): Tracy Leanne Roswell has two relevant interests tied to her
role as the sole director and shareholder of each of TLR Williams Trustee Company Limited
(Williams Trustee Co) and TLR (Sena) Trustee Services No.2 Limited (Sena Trustee
Co). These are as follows:

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1. The Williams Trustees are joint registered holders of 16,608,681 ordinary shares in
NZAI. Tracy Rowsell is the sole director and shareholder of Williams Trustee Co, which
is an independent trustee company with no beneficial interests, and has the power to
exercise, or to control the exercise of, a right to vote attached to 20% or more of the
voting products in Williams Trustee Co. As a result, Tracy Rowsell has a relevant
interest in Williams Trustee Co’s jointly held shares in NZAI.
For that relevant interest,—
(a) number held in class: 16,608,681
(b) percentage held in class: 36.459%
(c) current registered holder(s): Eugene Williams and TLR Williams Trustee
Company Limited
(d) registered holder(s) once transfers are registered: Unknown
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of
the relevant interest in the derivative: Not applicable
2. Tracy Leanne Rowsell is also the sole director and shareholder of TLR (Sena) Trustee
Service No.2 Limited (Sena Trustee Co), which is an independent trustee company
with no beneficial interests in the Sena Family Trust. David (Yusuke) Sena and Sena
Trustee Co are the trustees of the Sena Family Trust (together, the Sena Trustees).

The Williams Trustees and the Sena Trustees have entered into a Sale Process Deed
dated 15 February 2021 a copy of which is attached to the substantial product holder
disclosure made by Tracy Rowsell on 25 February 2021 (Sale Process Deed). As a
result, both the Sena Trustees and the Williams Trustees have a relevant interest in
shares held by the others which are subject to trading arrangements agreed in the Sale
Process Deed. Those trading arrangements affect the shares held by the Sena
Trustees and the Williams Trustees, respectively, which are not subject to, or are to be
released from, the escrow obligations committed to by the Sena Trustees and the
Williams Trustees upon NZAI’s listing on NZX. Tracy Rowsell is the sole director and
shareholder of Sena Trustee Co (one of the Sena Trustees) which is an independent
trustee company with no beneficial interests. Tracy Rowsell has the power to exercise,
or to control the exercise of, a right to vote attached to 20% or more of the voting
products in Sena Trustee Co. As a result, Tracy Rowsell has a relevant interest in the
Sena Trustees’ interest in shares held by the Williams Trustees which are subject to the
trading arrangements agreed in the Sale Process Deed. The Williams Trustees have
disposed of 4,306,319 of those shares.

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For that relevant interest,—
(a) number held in class: 7,196,931
(b) percentage held in class: 15.799%
(c) current registered holder(s): Eugene Williams and TLR Williams Trustee Company
Limited
(d) registered holder(s) once transfers are registered: Unknown
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable

Details of transactions and events giving rise to relevant event - 2

Details for Tracy Leanne Rowsell as the sole director and shareholder of Sena Trustee Co,
which is an independent trustee company with no beneficial interests in the Sena Family
Trust. David (Yusuke) Sena and Sena Trustee Co are the trustees of the Sena Family Trust
(together, the Sena Trustees).
Details of the transactions or other events requiring disclosure: Aggregated on market
sales by the Sena Trustees of 8,007 ordinary shares in NZAI, for total consideration of
$9,806.83, made as follows:
Date
Description of
Transaction
Price
Number of
Shares sold
Total
Consideration
Aggregated
trades greater
than 4 months
ago between
12 Mar 2021
and 26 Mar
2021
On Market Trade.
Transferees are
unknown.
Ranging
between $1.26
and $1.17
8,007 $9,806.83

Details after relevant event - 2
Details for Tracy Leanne Rowsell

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Nature of relevant interest(s): Tracy Leanne Roswell has two relevant interests tied to her
role as the sole director and shareholder of each of Sena Trustee Co and Williams Trustee
Co. These are as follows:
1. The Sena Trustees are joint registered holders of 20,906,993 ordinary shares in NZAI.
Tracy Rowsell is the sole director and shareholder of Sena Trustee Co, which is an
independent trustee company with no beneficial interests, and has the power to
exercise, or to control the exercise of, a right to vote attached to 20% or more of the
voting products in Sena Trustee Co. As a result, Tracy Rowsell has a relevant interest
in Sena Trustee Co’s jointly held shares in NZAI.
For that relevant interest,—
(a) number held in class: 20,906,993
(b) percentage held in class: 45.894%
(c) current registered holder(s): David (Yusuke) Sena and TLR (Sena) Trustee
Service No. 2 Limited
(d) registered holder(s) once transfers are registered: Unknown
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of
the relevant interest in the derivative: Not applicable
2. The Williams Trustees and the Sena Trustees are parties to the Sale Process Deed. As
a result, both the Sena Trustees and the Williams Trustees have a relevant interest in
shares held by the others which are subject to trading arrangements agreed in the
Sale Process Deed. Those trading arrangements affect the shares held by the Sena
Trustees and the Williams Trustees, respectively, which are not subject to, or are to be
released from, the escrow obligations committed to by the Sena Trustees and the
Williams Trustees upon NZAI’s listing on NZX. Tracy Rowsell is the sole director and
shareholder of Williams Trustee Co (one of the Williams Trustees), which is an
independent trustee company with no beneficial interests. Tracy Rowsell has the
power to exercise, or to control the exercise of, a right to vote attached to 20% or
more of the voting products in Williams Trustee Co. As a result, Tracy Rowsell has a
relevant interest in the Williams Trustees’ interest in shares held by the Sena Trustees
which are subject to the trading arrangements agreed in the Sale Process Deed. The
Sena Trustees have disposed of 8,007 of those shares. For that relevant interest,—
(a) number held in class: 11,495,243
(b) percentage held in class: 25.234%

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(c) current registered holder(s): David (Yusuke) Sena and TLR (Sena) Trustee
Service No. 2 Limited
(d) registered holder(s) once transfers are registered: Unknown
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of
the relevant interest in the derivative: Not applicable
Additional information
Address(es) of substantial product holder(s): Level 4, 4 Graham Street, Auckland, 1010,
New Zealand
Contact details: Tracy Rowsell | +64 9 3668024 | Tracy.Rowsell@bdo.co.nz

Nature of connection between substantial product holders: The Williams Trustees are joint
registered holders of ordinary shares in NZAI. Eugene Williams is also a beneficial owner
of these jointly held shares.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Sena Trustees and Williams Trustees
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Tracy Rowsell is also a director of NZAI. This disclosure also constitutes disclosure for the
purposes of the directors’ and senior managers’ disclosure obligations.
Certification
I, Tracy Roswell, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.