NZ RegCo enquiries regarding NZA Board

WGN
Level 1
11 Cable Street
Wellington 6011
New Zealand
PO Box 2959
P +64 4 472 7599
AKL
45 Queen Street
Auckland 1010
New Zealand
PO Box 106 555
P +64 9 368 1375



Friday, 5 August 2022
NZ RegCo enquiries regarding NZA Board
On 19 July 2022, NZ Automotive Investments Limited (NZA) announced that:
• David (Yusuke) Sena, a director and major shareholder of NZA, had notified NZA
that he intended to put a proposal to the company’s annual shareholder meeting
(ASM) on 25 August 2022 to remove all of NZA’s independent, non-executive
directors.
• NZA’s independent directors - Charles Bolt, Tim Cook and Tracey Rowsell -
together with executive director and founder shareholder Eugene Williams, had
resigned from NZA.
• NZA had received nominations from Mr Sena for the appointment of Julian
Davidson, Jason Lewthwaite and Gordon Shaw as NZA directors, to be voted on
by shareholders at the ASM.
On 20 July 2022, NZA announced that Mr Lewthwaite had withdrawn his consent to be
nominated as a director.
On 4 August 2022, NZA announced that Mr Davidson had also withdrawn his consent,
and that Michael Stiassny had been invited by Mr Sena to join NZA’s board. Mr Sena
had advised NZA that Mr Stiassny and Mr Shaw would accept an invitation to join the
NZA board from 21 August to fill the casual vacancies arising from the other director
resignations.
NZ RegCo has been made the aware of the steps taken by Mr Sena in identifying and
nominating Mr Shaw and Mr Stiassny.
The NZX Listing Rules impose governance requirements on NZA. This includes a
requirement for NZA to have at least two independent directors. NZ RegCo regards
these governance requirements as fundamental obligations for NZX listed issuers, and
critical for the protection of shareholder interests. Issuers that fail to meet these
requirements may be placed into suspension by NZ RegCo.
NZ RegCo is concerned about the circumstances of the exit of the resigning directors,
and notes the involvement of Mr Sena in the nomination and intended appointment of
Mr Shaw and Mr Stiassny.

2
NZ RegCo has requested that NZA provide it, by close of business Monday 8 August,
with information relevant to considering NZA’s continued ability to comply with its NZX
Listing Rules corporate governance obligations. This includes requesting the current
NZA board’s assessment of the independence of Gordon Shaw and Michael Stiassny,
and the basis for that determination.
Under the NZX Listing Rules, the NZA notice of meeting to consider the appointment of
Mr Stiassny and Mr Shaw must also include information on the current NZA board’s
view on whether or not those candidates qualify as independent directors. That notice
of meeting must be sent to NZA shareholders not less than 10 working days before the
ASM.

Joost van Amelsfort
NZ RegCo, Chief Executive
T: 04 498 2278
E: joost.vanamelsfort@nzregco.com

About NZ RegCo
NZ RegCo is an independently governed entity, responsible for monitoring and
enforcing compliance by listed issuers and accredited market participants with NZX’s
market rules. To learn more about NZ RegCo please visit: www.nzregco.com