Long term incentive plan for CEO

Capital Change Notice


11 October 2021

Notice of issue of options under NZ Automotive Investments Limited’s share option plan

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of options (Options)
to acquire ordinary shares in NZ Automotive Investments Limited (the Company) pursuant to the
terms of the share option plan of the Company (the Share Option Plan).

This notice provides details of the issue of 419,230 Options being issued pursuant to the rules of
the Share Option Plan.

Section 1: Issuer information
Name of issuer NZ Automotive Investments Limited
NZX ticker code NZA
Class of financial product Option to acquire ordinary shares in the
Company
ISIN NZNZAE0001S5. The Options will not be quoted.
Currency NZD
Section 2: Capital change details
Number of Options issued 419,230 Options
Issue price per Option No cash consideration is payable for the issue of
the Options
Nature of the payment (for example, cash or
other consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Options issued 100% of all Options of the same class currently
on issue
The principal terms of the Options Subject to the rules of the Share Option Plan and
achievement of certain performance hurdles
assessed on 30 September 2024 (Vesting Date),
the Option holder will be able to exercise the
vested Options in the period from the Vesting
Date to the date that is one year from the Vesting
Date.
The exercise price is nil.
Reason for issue of the Options The board of the Company resolved to issue the
Options for the purpose of:
(a) enabling the Company to recruit and retain
highly qualified personnel;
(b) incentivising increased productivity; and
(c) providing an opportunity to share in the
growth and value of the Company.
Total number of Options of the same class
in existence after the issue of the Options
419,230 Options following the issue of the
Options

Specific authority for the issue of the
Options
Directors’ resolution dated 5 October 2021. The
Options were issued in accordance with Listing
Rules 4.6 and 4.11.
Terms of the issue of the Options The new ordinary shares issued upon the
exercise of the vested Options will be credited as
fully paid, and rank in all respects equally with the
ordinary shares already on issue and will
otherwise be issued in accordance with the
vesting requirements and terms of the Share
Option Plan
Date of issue of the Options 8 October 2021
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Haydn Marks, Chief Financial Officer of NZ
Automotive Investments Limited
Contact person for this announcement Haydn Marks
Contact phone number +64 (21) 2211 040
Contact email address
haydn.m@nzautomotiveinvestments.co.nz

Date of release through MAP

11 October 2021

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NZ Automotive Investments Limited, 17 Levene Pl, Mt Wellington, Auckland, 1060
+64 (9) 666 0158 | info@nzautomotiveinvestments.co.nz | nzautomotiveinvestments.co.nz
11 October 2021
Company Announcement
NZX:NZA



NZ Automotive Investments Limited implements long-term incentive plan for CEO

New Zealand based integrated used automotive group NZ Automotive Investments Limited
(NZX: NZA/the Company) has implemented a long-term incentive plan (‘Plan’) for its Chief
Executive Officer, David Page.

NZA Chairman Karl Smith said “Our objective is to reward David for driving long term
performance and to align his interests with those of our shareholders by executing on a strategy
that will see growth in profitability, a material improvement in the share price and by broadening
the liquidity in the stock. These were three of the key objectives of seeking and securing a
listing on the NZX in early 2021 and it is appropriate that David’s incentives are consistent with
those objectives, and that he shares fairly in the achievement of them.”
Under the terms of the Plan David has been issued with 419,230 options for no monetary
consideration. Each option entitles him to subscribe for one ordinary share in the Company, for
nil consideration, in the event that certain performance hurdles are met and he remains
employed by the Company at the end of the performance period. There are three tranches of
options:
- Tranche A – 175,000 options
- Tranche B – 150,000 options
- Tranche C – 94,230 options
-
The performance period for all of the tranches is the three-year period from1 October 2021 to
30 September 2024.
Performance hurdles
Tranche A – 175,000 options
Vesting of the 175,000 Tranche A options is related to the Company’s share price in the ten
trading days prior to 30 September 2024 (‘VWAP’). If the VWAP is $2.00 or higher, then all of
the options will vest. If the VWAP is less than $0.9338, none of these options will vest. If the
VWAP is between $0.9338 and $2.00, the options will vest on a linear, pro rata basis.
Tranche B – 150,000 options
Vesting of the 150,000 Tranche B options is dependent on the VWAP being $2.25 or higher, in
which case all of the Tranche B options will vest. None of the Tranche B options will vest if the
VWAP is less than $2.25.

Tranche C
Vesting of the 94,230 Tranche C options depends upon the Company generating sufficient
liquidity in the shareholder base by 30 September 2024. If at 30 September 2024 the Company
has 100 or more non-affiliated shareholders holding:
(a) 30 per cent or more of the Company’s shares, then all of the Tranche C options will vest;
(b) Between 20 per cent and 30 per cent of the Company’s shares then the Tranche C
options will vest on a linear pro rata basis.
If at 30 September 2024 the Company has less than 100 non-affiliated shareholders or less
than 20 per cent of the Company’s shares are held by non-affiliated shareholders, then none of
the Tranche C options will vest.
The options will not vest where the performance hurdles are not satisfied (but subject to a Board
discretion to determine that options nonetheless vest in order to give effect to the intent and
purpose of the Plan). The options will lapse where David leaves the Company’s employment
before 30 September 2024 (subject to certain limited exceptions).
The attached capital change notice is provided under NZX listing rule 3.13.1.

ENDS



Karl Smith
Chairman
NZ Automotive Investments Limited
















About NZ Automotive Investments Limited (NZAI)
NZAI is an integrated used automotive group operating throughout New Zealand via two subsidiaries: Automotive Retail and
Vehicle Finance. NZAI’s mission is to deliver quality cars and financing solutions at the most affordable prices to the average New
Zealander. Operating under the “2 Cheap Cars” brand, its Automotive Retail company is one of the largest used vehicle sellers in
New Zealand with 12 dealerships across the country. Its Vehicle Finance company operates under the “NZ Motor Finance” brand.
It was established in 2019 to diversify earnings and provide a further growth opportunity for NZAI. It originates loans entirely from
cross-selling to Automotive Retail customers, which allows NZ Motor Finance to grow its finance book with minimal acquisition
and administrative costs. www.nzautomotiveinvestments.co.nz