MOVE Notice of 2021 Annual Meeting

/ NOTICE OF 2021
ANNUAL MEETING
OF SHAREHOLDERS
Dear Shareholder
On behalf of the Board and management, I am
pleased to invite you to MOVE Logistics Group
Limited’s 2021 Annual Shareholders’ Meeting in
Auckland. This will be held both online and in person,
to allow as many of our shareholders as possible to
join us.
MOVE is at an exciting time in its history with a
clear strategic direction and a refreshed Board
and leadership. The Meeting is an opportunity for
shareholders to hear more about our future plans,
meet the Directors of your company and talk to the
management team.
If you elect to attend the Meeting virtually, you
will be able to watch the Meeting live, vote and
ask questions online. Further details on how to do
so are set out in this Notice of Meeting and the
Virtual Annual Meeting Online Portal Guide, which is
available online at https://bcast.linkinvestorservices.
co.nz/generic/docs/OnlinePortalGuide.pdf.
We encourage shareholders to receive
communications from MOVE by email. This ensures
you receive communications in a timely manner,
saves money and is better for the environment. To
sign up for email communications, please follow the
instructions on page 2 of the Proxy Form.
If you cannot attend, we encourage you to complete
and lodge the proxy form in accordance with the
instructions on the back of that form.
We look forward to welcoming you to the Meeting.
Lorraine Witten
Chair
Notice is hereby given that the 2021 Annual Meeting
of Shareholders of MOVE Logistics Group Limited
(the “Company” or “MOVE “) will be held on
Tuesday 23 November 2021, commencing at
4:00pm.
Venue: Link Market Services, Level 30 PWC Tower,
15 Customs St West, Auckland
Online: www.virtualmeeting.co.nz/move21
MOVE may hold the Annual Meeting as an online-only meeting
if the Company considers it necessary or desirable to do so
to comply with any applicable legal restrictions, or for health
and safety reasons, associated with the Covid-19 pandemic or
otherwise. If MOVE exercises its discretion to hold an online-only
meeting, the Company will provide shareholders with as much
notice as is reasonably practicable by way of an announcement
to the NZX and on MOVE’s website.

/ AGENDA
1. CHAIRMAN AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
AUDITOR’S REMUNERATION
RESOLUTION 1: That the Directors be authorised to fix the fees and expenses of
PricewaterhouseCoopers as the Company’s auditor.
DIRECTOR ELECTIONS
RESOLUTION 2: That Chris Dunphy, who was appointed as a Director by the Board
during the year, be elected as a Director of the Company.
RESOLUTION 3: That Mark Newman, who was appointed as a Director by the Board
during the year, be elected as a Director of the Company.
RESOLUTION 4: That Grant Devonport, who has been nominated for election as a
Director at the Meeting by a shareholder of the Company, be elected as a Director
of the Company.
RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES
RESOLUTION 5: That the issue by the Company under NZX Listing Rule 4.5.1 of
$8,200,000 of mandatory convertible notes on 30 April 2021, as further described
in the Explanatory Notes to this Notice of Meeting, be approved and ratified for all
purposes, including NZX Listing Rule 4.5.1(c).
To consider and, if thought fit, pass the following special resolution:
APPROVAL OF GUARANTEES
RESOLUTION 6: That the grant by the Company of guarantees of financial facilities
with ANZ Bank New Zealand Limited and UDC Finance Limited, as further described
in the Explanatory Notes be approved.
Further information relating to the Resolutions is set out in the Explanatory Notes.
4. OTHER BUSINESS
The Board of MOVE invites attendees to join them for light refreshments at the end of the
Meeting.
By Order of the Board of Directors
Charles Bolt
Company Secretary
26 October 2021

/ EXPLANATORY NOTES
The Board unanimously recommends that shareholders vote in favour of Resolutions 1 to 6.
RESOLUTION 1: FIX THE REMUNERATION OF THE AUDITOR
Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed
as auditor of the Company at the Annual Meeting. This resolution authorises the Board to fix the fees and
expenses of PricewaterhouseCoopers as the Company’s auditor in accordance with section 207S of the
Companies Act 1993.
RESOLUTIONS 2 – 4: DIRECTOR ELECTIONS
In line with Board succession planning, Trevor Janes and Jim Ramsay, who are both due to retire by rotation,
have advised that they are not seeking re-election and will therefore retire as Directors at the conclusion
of the Meeting. The Board thanks Jim and Trevor for their significant contributions. MOVE Logistics Group
has recently refreshed its Board with the appointment of two new Directors, both of whom are standing for
election by shareholders at the Meeting.
The Board regularly reviews membership to ensure that the appropriate skills, capabilities, experience and
knowledge are in place to ensure effective governance and oversight of the Company’s strategy and
commercial progress. The Board has identified the skills it believes are important and Directors’ capabilities
are measured against this matrix, which can be viewed in the FY21 Annual Report. The Board believes that
the current Directors offer valuable and complementary skill sets. In particular, with the new appointments,
four of MOVE’s Directors have either worked in or held governance positions in the transport and logistics
sector experience.
Chris Dunphy and Mark Newman were appointed as Directors by the Board in July 2021. In accordance with
NZX Listing Rule 2.7.1 and clause 25.5 of the Company’s constitution, all Directors appointed by the Board hold
office until the next Annual Meeting, at which they must retire but shall be eligible for election. Being eligible,
Chris Dunphy and Mark Newman have offered themselves for election by shareholders.
In addition, Grant Devonport has been nominated by a shareholder to be elected as a Director of the
Company under NZX Listing Rule 2.3.1 and clause 25.7 of the Company’s constitution.
The Board has determined that Mark Newman is an Independent Director. Due to his executive role and his
shareholding in MOVE, Chris Dunphy has been determined to be a Non-independent Director. The Board has
determined that, if elected, Grant Devonport would be an Independent Director.
The Board unanimously supports the election of Chris, Mark and Grant as Directors.
RESOLUTION 2: ELECTION OF CHRIS DUNPHY
Chris Dunphy is a former executive director of Mainfreight and general manager of Mainfreight’s
international division and was appointed to the MOVE board with effect from 1 July 2021. Chris joined
Mainfreight in 1993 and helped take it public in 1996. After ten years of senior management roles in
Mainfreight, spearheading their global growth-by-acquisition strategy, Chris resigned as executive director
in 2003 to pursue private investments in a number of freight, shipping and logistics businesses. Chris
assumed the role of Executive Director of MOVE Logistics Group on 27 July 2021, following the resignation of
the CEO. Chris is a substantial shareholder in the Company.
RESOLUTION 3: ELECTION OF MARK NEWMAN
Mark was appointed to the Board as an independent Director on 27 July 2021. Mark has extensive domestic
and international transport and logistics industry expertise, having held senior leadership roles with
Mainfreight for over 20 years, as CEO Mainfreight Europe and General Manager New Zealand Transport.
RESOLUTION 4: ELECTION OF GRANT DEVONPORT
Grant was CFO of both Toll NZ and latterly Toll Holdings Group CFO, from late 2011 until his departure in 2015
when the business was sold to Japan Post. He is currently CFO of Australian Pacific Airports Corporation
– owner of both Launceston and Melbourne Airports. As well as being CFO of both ASX and privately
owned businesses, Grant’s responsibilities have included technology, risk, safety, company secretariat and
international logistics.

RESOLUTION 5: RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES
On 3 May 2021 the Company announced the placement of $8.2 million of mandatory convertible notes
(“Notes”) to certain of the Company’s largest shareholders and other wholesale investors including the
following Directors and Associated Persons (as defined in the NZX Listing Rules) of Directors:
• Yvonne Chen and Danny Chan as trustees of the Y Chen Family Trust;
• Colin Neal;
• James Ramsay, Nerida Joy Ramsay and Ramsay Family Trustee Limited as trustees of the James
Ramsay Family Trust;
• James Ramsay, Nerida Joy Ramsay and Ramsay Family Trustee Limited as trustees of the Nerida Joy
Ramsay Family Trust;
• Kevin Smith;
• Kaylene Stewart, Larry Stewart and SR Taranaki Trustees Limited as trustees of the LW & KJ Stewart
Family Trust;
• Alan Terris and Moya Terris; and
• Gregory Peter Witham.
The Notes convert into ordinary shares in the Company (“Shares”) and were issued in reliance on NZX Listing
Rule 4.5.1. In broad terms, that NZX Listing Rule permits an issue of Shares (or financial products which may
convert to Shares) up to 15% of the issued share capital of the Company in any 12 month period without prior
shareholder approval.
Resolution 5 is being proposed by the Board in accordance with NZX Listing Rule 4.5.1(c), which allows
shareholders to ratify a prior issue of securities under Listing Rule 4.5.1. If Shareholders pass Resolution 5, and
thereby ratify the issue of the Notes, the capacity to issue Shares under Listing Rule 4.5.1 up to the applicable
percentage threshold permitted by the rule will be refreshed. This would preserve the ability of MOVE to issue
further Shares up to the applicable percentage threshold in accordance with NZX Listing Rule 4.5.1.
Failure to pass Resolution 5 will not affect the validity of the Notes or conversion of the Notes into Shares but
will reduce the number of Shares that can be issued by the Company under Listing Rule 4.5.1 in the future.
The key terms of the Notes are as follows:
Principal Amount and Maturity Date
• Each Note has a principal amount of $50,000.
• The Notes have a maturity date of 30 April 2026 (“Maturity Date”).
Conversion
• On the Maturity Date, all outstanding Notes will be converted into Shares (“Conversion”).
• Any holder of Notes (“Noteholder”) may elect to Convert its Notes prior to the Maturity Date by giving
written notice to the Company, provided that no such notice may be given before 1 May 2023.
• On Conversion, the Company will issue a number of Shares (rounded to the nearest whole Share)
calculated by dividing the principal amount of the relevant Note by an amount equal to 90% of the
five-day VWAP of Shares. For this purpose, the five-day VWAP is the volume weighted average price of
Shares on the NZX Main Board over the five NZX trading days before the date of Conversion.
• To permit compliance with the Takeovers Code, a Noteholder may, before Notes are Converted, elect
that all or some of its Notes be satisfied by the issue of non-voting shares in the Company (“Non-
voting Shares”), rather than Shares, on the basis of one Non-voting Share for each Share which would
otherwise be issued. Non-voting Shares have the same rights and terms as, and rank equally in all
respects with, Shares except that:
- they will carry no voting rights (other than on a proposal that affects rights attaching to Non-
voting Shares);

- they will not be quoted on the NZX Main Board; and
- they may be converted at the election of the holder into a Share (so long as the Board is of the
opinion that such conversion would not cause a breach of any relevant law).
• The Company is not required to Convert any Notes if in the opinion of the Board such Conversion would
cause a breach of any relevant law, including the Takeovers Code.
• The principal amount of Notes is not able to be repaid in cash, except on a liquidation of the Company
subject to the subordination and ranking arrangements described below.
Interest
• Interest is payable (subject to the below) on each Note at the rate of 5% per annum, payable by
quarterly instalments.
• The Company may in certain limited circumstances determine that interest on Notes will not be paid in
cash for a period of time, but will be added to the principal amount of Notes. The Company may make
that election only if:
- The Company would not, if interest were paid in cash, meet the solvency test in section 4 of the
Companies Act 1993; or
- an event of default or potential event of default is continuing, or would occur as a result of the
payment of interest, in respect of any borrowed money of the Company.
• If and for so long as interest is being capitalised on the Notes, no dividend will be paid in respect of the
Company’s Shares.
Subordination, ranking and listing
• Notes are unsecured.
• All amounts payable in respect of Notes (including principal and interest) are subordinated to all other
creditors of the Company, so that on a liquidation of the Company, those amounts rank after the
claims of all other creditors of the Company, other than other Noteholders.
• Notes rank equally amongst themselves. Shares issued on Conversion will rank equally with all other
Shares then on issue, except in respect of dividends or other benefits the record date for which falls
before the date of Conversion.
• Notes are not guaranteed by any party (including subsidiaries of MOVE).
• Notes will not be quoted on the NZX Main Board or any other stock exchange.
Transfer
• Notes are freely transferable, provided that the Company may decline to accept a transfer of any
Notes if in the opinion of the Company, if that transfer is effected and those Notes are Converted, a
breach of the Takeovers Code, the Overseas Investment Act, or any other law would occur.
Takeovers
• The Company and Noteholders have the right to Convert if a takeover offer, takeover scheme or similar
is effected in respect of the Company, and the bidder becomes entitled to acquire all of the Shares.
Voting
• Notes are non-voting.
The net proceeds of the Notes were used to repay bank debt.

The issue of Shares on conversion of the Notes will have a dilutionary effect on shareholders’ holdings in
the Company. A worked example of the dilutionary effect on a shareholder who does not hold any Notes if
all the Notes were converted into Shares is set out in the table below. For the purposes of this example, it is
assumed that Conversion of the Notes occurred on 15 October 2021 at which time 90% of the five-day VWAP
of Shares amounted to $1.43.
Current Shares on Issue87,684,882
Shares issued on Conversion of all Notes
($8.2 million divided by $1.43)
5,734,265
Total Shares on issue following Conversion of all Notes93,419,147
Example shareholder percentage holding pre Conversion5%
Example shareholder percentage holding post Conversion4.69%
The Board unanimously recommends that shareholders vote in favour of Resolution 5.
RESOLUTION 6: APPROVAL OF GUARANTEES
On 19 July 2021, the Company announced that the group consisting of the Company and its wholly owned
subsidiaries (the “Group”) had entered into finance facilities with ANZ Bank New Zealand Limited (“ANZ”) and
UDC Finance Limited (“UDC”) (the “Facilities”). Details of the facilities are as follows:
ANZ: The ANZ facility involves:
• a term loan facility of $27.5 million under which the borrower is the Company’s wholly owned subsidiary
Transport Investments Limited (“Transport Investments”);
• an overdraft facility of $5 million, a guarantee facility and a credit card facility of $100,000 under which
the borrower is Transport Investments;
• a guarantee facility under which the borrower is the Company’s wholly owned subsidiary MOVE
Logistics Limited; and
• guarantee facilities under which the borrower is the Company.
The maximum aggregate amount which may be outstanding under all the guarantee facilities referred to
above is $17.5 million.
UDC: The UDC facility is an asset finance facility of $37.5 million under which the borrower is Transport
Investments.
The amounts provided under the Facilities were used to replace the Group’s existing bank debt to ASB Bank
Limited and for general corporate, vehicle finance and working capital requirements.
The Guarantee: As is usual practice, it was agreed that the Facilities would be guaranteed by all companies
in the Group, including the Company itself.
The grant of the guarantee by the Company to ANZ involved the Company undertaking a contingent liability
for a maximum of $50.1 million plus interest and other amounts, and the grant of the guarantee by the
Company to UDC involved the Company undertaking a contingent liability for a maximum of $37.5 million
plus interest and other amounts.
Under the “major transaction” provision in section 129 of the Companies Act 1993, a transaction under which
a company incurs a contingent liability the value of which is more than half the value of the company’s
assets before the transaction is required to be approved by a special resolution of shareholders. The Board
applied a conservative approach to valuing of the assets of the Company (that is of the Company alone,
and not the assets of the Group) as at the time the Facilities were entered into and valued the assets at less
than twice the maximum contingent liability under the guarantees taken together.

It was accordingly agreed with ANZ and UDC that the guarantee granted by the Company in favour of each
of ANZ and UDC would be limited to an amount equal to one-half of the value of the Company’s assets.
However, it was also agreed that approval of shareholders would be sought at the Company’s next annual
meeting to those guarantees becoming unlimited, so that the full amount owed under each Facility will be
guaranteed by the Company. Resolution 6 seeks that approval.
Minority Buy-out Rights: If Resolution 6 is passed, a shareholder who casts all of the votes attached to
shares registered in the shareholder’s name and having the same beneficial owner, against the resolution,
is entitled to require the Company to purchase those shares in accordance with section 111 of the
Companies Act 1993.
If the minority buy-out right referred to above is exercised in respect of a number of shares which the Board
regards as unacceptable and not in the best interests of the Company, the Board reserves the right to
decide not to proceed with the unlimited guarantee. If the Board makes that decision, then minority buy-
out rights will cease to apply, but, because the unlimited guarantee will not be granted, ANZ and UDC will be
entitled to increase the margins or other fees payable under the Facilities, as previously described.
The Board unanimously recommends that shareholders vote in favour of Resolution 6.
The unanimous recommendation is made for the following reasons:
• It is entirely reasonable, and in keeping with normal commercial practice, that the Company should
guarantee on an unlimited basis borrowing by its wholly owned subsidiaries. That borrowing is for the
benefit of the Group’s business and thus for the benefit of the Company and its shareholders.
• The value of the assets of the Group on a consolidated basis as at 30 June 2021 was $342 million.
Because all members of the Group have guaranteed the Facilities, those assets are available to
support borrowing under the Facilities. The reason why shareholder approval is required to the
guarantee by the Company is that the value of the assets of the Company alone is substantially less
than the value of the assets of the Group on a consolidated basis.
• The agreements with ANZ and UDC provide that, if an unlimited guarantee is not approved by
shareholders, ANZ and UDC are entitled to increase the margins or other fees payable under the
Facilities. Accordingly, if the resolution is not passed, that could involve the Group in unnecessary
additional expenditure, which is not in the interests of the Company or its shareholders.

Shareholders will be able to attend the Meeting in person,
or, alternatively, will be able to attend and participate at the
Meeting virtually via an online platform provided by MOVE
Logistics Group’s share registrar, Link Market Services at
http://www.virtualmeeting.co.nz/move21.
Shareholders attending and participating in the Meeting
virtually via the online platform will be able to vote and ask
questions during the Meeting. More information regarding
virtual attendance at the Meeting (including how to vote and
ask questions virtually during the Meeting) is available in the
Virtual Annual Meeting Online Portal Guide, which is available
at https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf
LINKVOTE APP
Shareholders attending the Meeting in person can download
the LinkVote App from the Apple App Store or Google Play
Store if they would like to vote during the Meeting using their
mobile phone. The LinkVote App is available for download prior
to the Meeting.
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting are
registered shareholders of the Company at 5.00pm on Friday
19 November 2021 and only the shares registered in those
shareholders’ names at the time may be voted at the Annual
Meeting.
Voting can be done in three ways:
• By attending the Annual Meeting and submitting your vote;
• By appointing a proxy to vote on your behalf at the
Meeting;
• or by participating in the Meeting virtually and voting.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to vote at the Annual
Meeting may appoint a proxy (or in the case of a corporate
shareholder, a representative) to attend and vote on their
behalf. A proxy does not have to be a shareholder in the
Company.
The Chairman and the Directors offer themselves as proxy to
shareholders and, if given discretion, will vote in favour of the
resolutions.
A shareholder wishing to appoint a proxy can do so by:
• completing the accompanying Proxy/Voting Form and
returning it by mail or fax to Link Market Services Limited; or
• appointing a proxy online at: https://investorcentre.
linkmarketservices.co.nz/voting/MOV in accordance with
the instructions set out in the accompanying Proxy/Voting
Form,
so as to ensure it is received by 4.00pm on Sunday 21
November 2021 (being 48 hours before the time for holding
the Annual Meeting).
If you appoint a proxy, you may either direct your proxy how
to vote for you or you may give your proxy discretion to vote
as s/he sees fit. If you wish to give your proxy discretion, you
must mark the appropriate boxes to grant your proxy that
discretion. If you return this form without directing the proxy
how to vote on any particular matter, the proxy may vote as
he/she thinks fit or abstain from voting.
If, in appointing a proxy, you do not name a person as your
proxy (either online or on the Proxy/Voting Form that is lodged
with Link Market Services Limited) or your named proxy does
not attend the meeting, the Chairman of the meeting will be
your proxy and may only vote in accordance with your express
direction.
Please see the Proxy/Voting Form for further details and
instructions.
RESOLUTIONS
Resolutions 1, 2, 3, 4 and 5 are Ordinary Resolutions and require
approval by a simple majority (greater than 50%) of the
votes of those shareholders entitled to vote and voting on the
resolution.
Resolution 6 is a Special Resolution and requires approval by
a majority of 75% or more of the votes of those shareholders
entitled to vote and voting on the resolution.
VOTING RESTRICTIONS
In accordance with NZX Listing Rule 6.3.1, the Company
will disregard any votes cast in favour of Resolution 5 by
any shareholder who acquired Notes and their respective
Associated Persons (as defined in the NZX Listing Rules).
Any discretionary proxies given to persons disqualified from
voting under the requirements set out above will not be valid.
Such persons may, however, vote non-discretionary proxies
where the relevant shareholder has indicated on the proxy
form how the shareholder wishes that person (as proxy) to
vote.
QUESTIONS
The Company offers a facility for shareholders to submit
questions to the Board in advance of the Annual Meeting.
Questions should be relevant to matters at the Annual
Meeting, including matters arising from the financial
statements, general questions regarding the performance of
the Company, and questions which relate to the resolutions.
The Company has the discretion as to which of these
questions will be addressed at the Annual Meeting.
There will also be the opportunity for shareholders to ask
questions online or in person during the Meeting.
If you cannot attend the Annual Meeting but would like to
ask a question, you can submit a question online by going
to: https:/investorcentre.linkmarketservices.co.nz/voting/MOV
and completing the online validation process or complete the
question section on the accompanying Proxy Form. Questions
will need to be submitted by 5.00pm on 19 November 2021.
PRESENTATIONS
The Chairman and Management presentations from the 2021
Annual Meeting will be released to the NZX and published on
the Company website at the link set out below. A summary
of the proceedings will be available as soon as practicable
following the close of the Annual Meeting on the Company
website at https://www.movelogistics.com/investors/
shareholder-meetings.
SHAREHOLDER REPORTS
A copy of MOVE’s latest Shareholder Reports are publicly
available, and copies of our future Shareholder Reports
(including for the current accounting period) will be available,
on our website at https://www.movelogistics.com/investors/
shareholder-reports.
You may, at any time, request a free copy of the most recent
and future Shareholder Reports. If you wish to request a free
copy, please update your communication preferences by
visiting the Link Investor Centre at: https://investorcentre.
linkmarketservices.co.nz.
Alternatively, your request can be emailed to operations@
linkmarketservices.co.nz (Please use “MOVE Logistics Group
Report” as the subject line for easy identification) or by
contacting Link using the phone or fax details set out in the
accompanying Proxy/Voting Form.
NZ REGCO NO OBJECTION
This Notice of Meeting has been reviewed by NZ RegCo. NZ
RegCo has confirmed that it has no objection to this Notice
of Meeting. However, NZ RegCo takes no responsibility for any
statement in this Notice of Meeting.
/ PROCEDURAL NOTES

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/MOV
Scan & email: Mail:
meetings@linkmarketservices.com Use the enclosed reply paid
envelope or address to:
Deliver: Link Market Services Limited
Link Market Services Limited PO Box 91976
Level 30, PwC Tower, Victoria Street West
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online


General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com



PROXY FORM/ADMISSION CARD FOR MOVE LOGISTICS GROUP LIMITED’S 2021 ANNUAL MEETING
MOVE Logistics Group Limited (“Company” or ”MOVE””) Annual Meeting of Shareholders will be held at Link Market Services, Level 30, PwC Tower, 15
Customs Street West, Auckland 1010, on Tuesday, 23 November 2021 commencing at 4:00pm. Shareholders are also able to attend the Annual Meeting
online via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/move21. If you will be attending online, you will require
your Holder Number for verification purposes.

If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to MOVE Logistics’ share registry, Link Market Services Limited, by no later than 4:00pm Sunday 21 November 2021. You can also appoint
your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/MOV or by
scanning the QR code above with your smartphone.

Appointment of proxy
If you are a shareholder entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy or, in the case of a corporate shareholder,
a representative to attend and vote instead of you. This Proxy Form may be completed online, mailed, delivered or scanned and emailed in accordance
with the instructions above. A proxy can be any person of your choice and does not have to be a shareholder of MOVE Logistics Group Limited. If you
wish, you can appoint the Chair of the Meeting as your proxy. The Chair will vote in accordance with your instructions. If the Chair is not instructed how
to vote, they intend to vote in favour of each resolution. If you do not name a person as your proxy or your named proxy does not attend the meeting, the
Chair of the Meeting will be your proxy and may only vote in accordance with your express instructions.

Voting of your holding
Direct your proxy how to vote by making the appropriate election in respect of each item of resolutions. If you elect “discretion” on any resolution, you are
directing your proxy or representative to decide how to vote on that resolution on your behalf. If you elect “abstain” box on any resolution, you are directing
your proxy or representative not to vote on that resolution. If you make more than one election in respect of a resolution your vote will be invalid on that
resolution. If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from
voting. If you mark more than one box on an item, your box will be invalid on that item.

Voting Restrictions
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes cast in favour of Resolution 5 by any shareholder who acquired Notes
and their respective Associated Persons (as defined in the NZX Listing Rules).

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A
corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.

Signing instructions for proxy forms
Individual
Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
At least one joint shareholder should sign this form (on behalf of all joint shareholders). If different joint shareholders purport to appoint different proxies,
the vote of the proxy appointed by the first named joint shareholder will prevail.
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary
Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the instructions above, not later
than 4:00pm on Sunday, 21 November 2021.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of MOVE Logistics Group Limited

appoint __________________________________________of _________________________________________________
(full name of proxy) (e-mail address)
or failing that person __________________________________________of _________________________________________________
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Tuesday, 23 November 2021, at 4:00pm
and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: for each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
during a poll and your votes will not be counted in computing the required majority for that item.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following resolutions:

Tick (✓) in box to vote
ORDINARY RESOLUTIONS For Against Abstain Discretion
1.
That the Directors be authorised to fix the fees and expenses of
PricewaterhouseCoopers as the Company’s auditor.
   
2.
That Chris Dunphy, who was appointed as a Director by the Board during the year, be
elected as a Director of the Company.
   
3.
That Mark Newman, who was appointed as a Director by the Board during the year, be
elected as a Director of the Company.
   
4.
That Grant Devonport, who has been nominated for election as a Director at the Meeting
by a shareholder of the Company, be elected as a Director of the Company.
   
5.


That the issue by the Company under NZX Listing Rule 4.5.1 of $8,200,000 of
mandatory convertible notes on 30 April 2021, as further described in the Explanatory
Notes to this Notice of Meeting, be approved and ratified for all purposes, including NZX
Listing Rule 4.5.1(c).
   
SPECIAL RESOLUTION


6.
That the grant by the Company of guarantees of financial facilities with ANZ Bank New
Zealand Limited and UDC Finance Limited, as further described in the Explanatory
Notes be approved.
   




and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote as he/she thinks fit or abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, in person or Virtually, will have the opportunity to ask questions during the meeting. If you cannot attend the
Annual Meeting but would like to ask a question, you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/MOV
and completing the online validation process or complete the question section below and return to Link Market Services. Questions will need to be
submitted by 5:00pm on Friday, 19 November 2021. MOVE has the discretion as to which of these questions will be addressed at the Annual Meeting.






SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ______________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question: