Notice of Annual Meeting 2022

Notice of Annual Meeting
of Shareholders 2022

Notice is hereby given that the 2022
Annual Shareholders’ Meeting of NZ
Automotive Investments Limited
(NZAI or the Company) will be held on
2 September 2022, commencing
at 3 pm:
Venue:
NZAI Head Office,
102 Mays Rd,
Onehunga,
Auckland 1061
Online: https://meetnow.global/nz
NZAI may hold the meeting as an online-
only meeting if the Company considers it
necessary or desirable to do so to comply
with any applicable health restrictions or
for health and safety reasons associated
with the Covid 19 pandemic or otherwise.
If the Company exercises its discretion to
hold an online-only meeting, shareholders
will be provided with as much notice as
is reasonably practicable by way of an
announcement to the NZX and on the
NZAI website.
Notice of 2022 Annual
Shareholders’ Meeting

1 Address to Shareholders
2 Shareholder Questions
For further details, see Explanatory Note 1.
3 Resolutions
For further details, see Explanatory Notes 2 and 3.
To consider and, if thought fit, to pass the following Ordinary
Resolutions, requiring approval by a simple majority of the
votes of shareholders entitled to vote and voting:
Resolution 1.
That Michael Stiassny be elected as a Director.
Resolution 2.
That Gordan David Shaw be elected as a Director.
Resolution 3
That the Board be authorised to fix the auditor’s remuneration.
Further Information and Explanatory Notes
Further information relating to the resolutions is set out in
the Explanatory Notes accompanying this Notice of Meeting.
Please read and consider the resolutions together with the
Explanatory Notes.
Attendance and Voting
Your rights to vote may be exercised by:
(a) Attending and voting in person;
(b) Attending and voting online via the Computershare
Meeting Platform https://meetnow.global/nz. To access
the meeting, click “Go” under the NZAI meeting and
then click “Join Meeting Now’. Select “Shareholder”
on the login screen and enter your CSN/Securityholder
Number and post code (or country of residence if
outside of New Zealand). Please also refer to the
attached Online Meeting Guide for more information;
(c) Appointing a proxy (or representative) to attend and
vote in your place. The proxy need not be a shareholder
of NZAI and the form of appointment of proxy and
voting instructions accompany this Notice of Meeting.
You can appoint a proxy online or complete and send the
Proxy Voting Form (enclosed with this Notice of Meeting)
by post, or email (as a scanned attachment) so that it is
received by Computershare Investor Services Limited by
no later than 48 hours before the time for holding the
Annual Meeting.
By order of the Board.
Charles Bolt
Interim Chair
On behalf of the current Board and Management I am
pleased to invite you to NZAI’s 2022 Annual Shareholders’
Meeting in Auckland. As the second such meeting since
NZAI’s listing, the Annual Meeting will be held both online
and in person to allow as many of our shareholders as
possible to join the Board and Management.
The Company has recently moved into new premises and
the meeting will provide an opportunity for shareholders
to see these first hand, hear more about the business and
meet with members of Management and the proposed
new Board.
If you elect to attend the meeting virtually, you will be able
to watch the meeting live, vote and ask a question online.
Further details on these matters are set out in this Notice
of Meeting under the virtual annual meeting portal guide.
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.
As discussed more fully in the Explanatory Notes included
in this Notice of Meeting, NZAI is in a period of transition
from its current Board to a new Board. It is important that
all shareholders engage in the process of determining
the Company’s new Board composition. Accordingly,
we strongly encourage your participation at the Annual
Meeting either in person, virtually, or by proxy.
Charles Bolt
Interim Chair
Items of BusinessDear Shareholder
1

In the Explanatory Notes below:
• any reference to the Existing Board is a reference
to the NZAI Board as at the date of this Notice of
Meeting, comprising Charles Bolt, Tim Cook, Tracy
Rowsell, Eugene Williams and David (Yusuke) Sena;
and
• any reference to the New Board is a reference to the
NZAI Board as at the date of the Annual Meeting,
which is proposed to comprise David (Yusuke) Sena,
Michael Stiassny and Gordon Shaw.
Note 1 – Shareholder Questions
Shareholders may submit written questions to be
considered at the Annual Meeting. Written questions
should be sent to David Page, CEO – Annual Meeting,
NZ Automotive Investments Limited, 102 Mays Road,
Onehunga, Auckland 1061 or by email to david.p@
nzautomotiveinvestments.co.nz.
NZAI reserves the right not to address any questions that,
in the Board’s opinion, are not reasonable to address
in the context of the Annual Meeting, or any question
received fewer than 5 working days prior to the Annual
Meeting.
Note 2 – Election of Directors – Resolutions 1 and 2
The Existing Board is required to provide shareholders
with information to enable them to form a reasoned
judgment in relation to matters to be considered at the
Annual Meeting. The Listing Rules also require that each
notice of meeting to consider a resolution to re-elect a
Director must include information that the Board considers
may be useful to provide to shareholders.
The Existing Board provides the information below, which
it considers will be useful to enable shareholders to form
a reasoned judgment in relation to Resolution 1 and
Resolution 2.
Background
On 18 July 2022, David Sena and Tompkins Wake
Trustees 2022 Limited, as trustees of the Sena Family
Trust, nominated Julian Davidson, Gordon Shaw and
Jason Lewthwaite for election to the Board at the Annual
Meeting. On the same date, the Sena Family Trust also
gave notice of its intention to put a proposal to the Annual
Meeting to remove Tim Cook, Tracy Rowsell, and Charles
Bolt from the Board.
Explanatory Notes
2
On 19 July 2022, Tim Cook, Tracy Rowsell, Eugene
Williams, and Charles Bolt advised NZAI that they were
resigning from the Board effective from the earlier of the
appointment of sufficient new Independent Directors to
meet the requirements of the NZX Listing Rules and 20
August 2022.

On 19 July 2022, Jason Lewthwaite withdrew his consent
for appointment as a Director.
On 3 August 2022, Julian Davidson withdrew his consent
for appointment as a Director. On that same date, Michael
Stiassny confirmed he would accept appointment as a
Director.
Temporal appointments of Michael Stiassny and
Gordon Shaw to Board
Mr Sena has undertaken to the Existing Board that,
immediately upon the resignations of Tim Cook, Tracy
Rowsell, Eugene Williams and Charles Bolt from the
Board becoming effective on 20 August 2022, Mr Sena
will appoint Michael Stiassny and Gordon Shaw as
Directors pursuant to clause 15.5 of NZAI’s constitution
with effect from 12.00 am on 21 August 2022. These
appointments, albeit on a temporal basis until the date of
the Annual Meeting, will be effected to ensure that NZAI
complies with NZX Listing Rule 2.1 - that there must be
at least three Directors and at least two Independent
Directors on the Board - during the period up to the
Annual Meeting. Michael Stiassny and Gordon Shaw
have confirmed that they will accept that appointment.
Any Director appointed by the Board must not hold
office (without re-election) past the next Annual Meeting
following the Director’s appointment.
Accordingly, Michael Stiassny and Gordon Shaw will
retire and both offer themselves for election at the Annual
Meeting.
The Existing Board give no recommendations
The Existing Board considers that it would not be
appropriate for it to provide a recommendation in relation
to Resolutions 1 and 2, particularly as all of the Directors
(other than Mr Sena) will be retiring from the Board prior
to the Annual Meeting.

3
Independent Director qualification
The Existing Board has determined, in reliance on the
accuracy and completeness of the responses provided
to it by Michael Stiassny and Gordon Shaw, that each
of Michael Stiassny and Gordon Shaw will qualify as
Independent Directors under the NZX Listing Rules on
the basis that neither of them is or is intended to be an
Employee of the Company or any of its subsidiaries and
neither of them has a Disqualifying Relationship (as those
terms are defined in the Listing Rules). In particular,
neither of Michael Stiassny nor Gordon Shaw:
• is currently, or within the last three years has been,
employed in an executive role by the Company or any
of its subsidiaries;
• is currently, or has been, the holder of a senior role in a
provider of material professional services to the
Company or any of its subsidiaries;
• is currently, or within the last three years has been, in a
material business relationship with the Company or
any of its subsidiaries;
• is a substantial product holder of the Company;
• is currently, or within the last three years has been, in a
material contractual relationship with the Company or
any of its subsidiaries, other than as a director;
• has close family ties with anyone who falls into one of
the above categories;
• has been a director of the Company for a length of
time that may compromise independence.
Also, each of Michael Stiassny and Gordon Shaw has
confirmed to the Existing Board (either directly or through
Mr Sena’s solicitor) that:
• they are not a senior manager of, or a person
otherwise associated with, a substantial product holder
of the Company;
• they do not have any direct or indirect interest,
position, association or relationship (in particular in
relation to Mr Sena or interests associated with him)
that could reasonably be perceived to influence, in a
material way, their ability as a director of the Company
to:
o bring an independent view to decisions in
relation to the Company and its subsidiaries;
o act in the interests of the Company and its
subsidiaries; or
o represent the interests of the Company’s
shareholders generally.
• they are not a trustee on behalf of:
o an employee of the Company or any of its
subsidiaries; or
o a labour-only contractor, consultant or consultant
company who or which contracts with the
Company or any of its subsidiaries;
• they are not a trustee of, or in respect of, any pension,
superannuation or like fund established for the benefit
of:
o an employee of the Company or any of its
subsidiaries; or
o a labour-only contractor, consultant or consultant
company who or which contracts with the
Company or any of its subsidiaries;
• they have not reached any understanding,
arrangement or agreement with Mr Sena or any other
person with respect to strategy, business plans,
operating structure or organisational structure in
respect of the Company or any of its subsidiaries; and
• they have not discussed with Mr Sena any
employment/executive or other role that he would
have in the Company in the event that they are
appointed/elected to the Board of the Company
Biographical Information
The candidates have supplied the biographical
information set out below.
Michael Stiassny
Michael has over 40 years’ experience as a Chartered
Accountant, specialising in strategic advice, insolvency,
and turnaround activities.
Michael is currently Chair of Ngāti Whātua Ōrākei Whai
Rawa Limited and Tower Limited, and a director of a
number of other companies. He was previously the Chair
of Waka Kotahi, the New Zealand Transport Agency,
where he led the repositioning of the Agency to focus on
public safety.
Michael is a Chartered Fellow of The Institute of Directors
in NZ (Inc) (CFInstD) and is also past President of
the Institute of Directors. He is a Fellow of Chartered
Accountants Australia and New Zealand (retired) and a
life member of RITANZ.

Gordon Shaw
Gordon Shaw is a New Zealand based professional
director and business advisor. He has been working in
Chief Executive, General Management and governance
roles in the transport, consulting, technology, and
Government sectors for more than 15 years.
Gordon is a Chartered member of the NZ Institute of
Directors.
Presently he is a steering group member of the Business
Leaders’ Health and Safety Forum, a director of Nelson
Netball Centre Inc and Redwood Valley Service Company
Ltd.
Gordon is a committee member of the Nelson
Marlborough Branch of the NZ Institute of Directors.
Gordon has extensive management and governance
experience in the transport, vehicle regulatory, and
Government sectors in New Zealand and overseas and is
a Fellow of the Institute of Management Consultants and
a chartered member of the NZ Institute of Directors.
Gordon provides advisory and consulting services to
companies, enterprises, and start-ups.
Consequences if either Resolution 1 or Resolution 2
is not passed
Breach of Listing Rules
If either Resolution 1 or Resolution 2 is not passed, then
NZAI will be in breach of NZX Listing Rule 2.1.1 which
requires that there must be at least three Directors, at
least two of whom must be Independent Directors. NZAI
would also be in breach of NZX Listing Rule 2.13.2 which
requires that NZAI’s Audit Committee must have at least
three members who are Directors and must have a
majority of Independent Directors.
Also, if Resolution 1 is not passed, then NZAI will not have
a Director with an accounting and financial background,
as required under NZX Listing Rule 2.13.2 in relation to
the composition of NZAI’s Audit Committee.
A breach of the above Listing Rules could result in NZX
taking action in respect of any such breach, which could
include (among other things) a suspension of quotation
and trading of NZAI shares until such time as those
breaches are remedied.
Event of review
An event of review will arise under NZAI’s banking
facilities with NZAI’s bank if the New Board does not
comprise at least two Directors who are considered by
NZAI’s bank to be Independent Directors.
Accordingly, if either Resolution 1 or Resolution 2 is not
passed, that will constitute an event of review giving
NZAI’s bank the right to cancel its facilities with NZAI. A
suspension of trading of NZAI shares for 10 consecutive
trading days will also constitute an event to review giving
NZAI’s bank the same cancellation right.

Limited rights to act
If either Resolution 1 or Resolution 2 is not passed, then
NZAI’s remaining Director(s) will only be permitted to act
in order to remedy the shortfall in Directors or to summon
a shareholders meeting, but for no other purpose (NZX
Listing Rule 2.9).
Note 3 – Resolution 3 – Auditor’s Remuneration
Grant Thornton is automatically reappointed as auditor
under section 207T of the Companies Act 1993. The
proposed resolution is to authorise the New Board
under section 207S of the Companies Act 1993 to fix the
remuneration of the auditor.
The Existing Board unanimously recommends that
shareholders vote in favour of resolution 3.
Entitlement to Vote
All persons on NZAI’s register of shareholders as the
holders of shares at 3 pm on Wednesday 31 August 2022
will be entitled to vote on the resolutions at this Annual
Meeting.
A shareholder may vote at the Meeting either in person,
electronically utilising the Computershare Virtual Meeting
Services, or by proxy. A body corporate which is a
shareholder may appoint a representative to attend the
Meeting on its behalf in the same manner as that in which
it could appoint a proxy.
A proxy need not be a shareholder of NZAI. A shareholder
who wishes to do so may appoint the chair of the Meeting
to act as proxy.
A proxy will vote as directed in the proxy form or, if voting
is left to the proxy’s discretion, then the proxy will decide
how to vote on the resolutions. David Sena has confirmed
to the Existing Board that where the chair of the meeting

is appointed as proxy and voting is left to his or her
discretion, he expects that the chair will vote in favour of
all Resolutions.
A proxy form is enclosed and, if used, must be lodged
with the share registrar, Computershare Investor Services
Limited, in accordance with the instructions set out on the
form not less than 48 hours before the time of the holding
of the meeting.
All resolutions must be passed by Ordinary Resolution,
which is a simple majority of the votes of those
shareholders entitled to vote and voting on the resolution
in person, electronically, or by proxy.
Results
Following the Annual Meeting, the results will be posted at
www.nzautomotiveinvestments.co.nz and on
www.nzx.com.
Health and safety
For the health and safety of all, we ask that if you have
a cough, a high temperature of at least 38°C, shortness
of breath, sore throat, sneezing and runny nose or
temporary loss of smell that you stay at home. You will
still be able to watch the Annual Meeting and submit
questions live via our webcast or email questions to
haydn.m@nzautomotiveinvestments.co.nz
Venue information
NZAI Head Office, 102 Mays Road, Onehunga, Auckland.
The Head Office is well served by rail services, sitting
close to the Onehunga line, with the Te Papapa Station
being a very short walk away. The Company will have
parking spaces available at the venue. Please follow the
cones and signage at the venue when you arrive and
observe all health and safety protocols.
Te Papapa
Mays Road
Felix St
Henderson Pl
Church Street
102
Mays Road
Onehunga
Auckland

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.

---

Go online to vote, or turn over to complete the form
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Signing Instructions for Postal Forms
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
(on behalf of all shareholders). In the case of joint shareholders, if the shareholders
appoint different proxies, the vote of the proxy appointed by the first shareholder
will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised officer
or attorney. Please sign in the appropriate place and indicate the office held.
How to Vote on Resolutions
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair, or
any other Director, is willing to act as a proxy for any shareholder who wishes
to appoint him or her for that purpose. Any undirected votes in respect of a
resolution, where the Chair or any other Director is appointed proxy, will be voted
in favour of the relevant resolution, other than when he or she is prohibited from
voting on that resolution. To appoint a proxy, please enter the name of your proxy
in the space allocated in ‘Step 1’ overleaf of this form.
If you do not name a person as your proxy, but otherwise complete the
proxy form in full, or your named proxy does not attend the meeting, the
Chair will be appointed your proxy and will vote in accordance with your
express direction (subject to any voting prohibitions), and any discretion
granted on how to vote will be voted in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as to
whether to vote and, if so, how.
If you propose to ATTEND the Annual Meeting:
All shareholders will have the option to attend the Annual Meeting either in
person or online at https://meetnow.global/nz. Further details of how to attend
online can be found in the Virtual Meeting Guide enclosed. If you plan to attend in
person please bring this form to assist with registration.
If you do NOT propose to attend the Annual Meeting:
Please complete and sign the proxy and voting instruction sections in ‘Step 1’
and ‘Step 2’ overleaf of this form, sign the form and return it to the share
registrar.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: For security reasons it is important that you keep your CSN/Securityholder Number confidential. To vote online
you will need the above Control Number, your CSN/Securityholder Number and postcode (or country of residence if you reside
outside of New Zealand).
Lodge your proxy online, 24 hours a day, 7 days a week:
Proxy/Voting Form
Want to vote online? Visit www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your vote to be effective it must be received by 3:00pm on Wednesday, 31 August 2022.
COVID-19 – CHANGE IN ALERT LEVELS
NZAI may hold the meeting as an online-only meeting if the Company considers it necessary or desirable to do so to comply with any
applicable health restrictions or for health and safety reasons associated with the Covid 19 pandemic or otherwise. If the Company
exercises its discretion to hold an online-only meeting, shareholders will be provided with as much notice as is reasonably practicable by
way of an announcement to the NZX and on the NZAI website.

Proxy/Corporate Representative Form
Elect Electronic Communications
Appoint a Proxy to Vote on Your Behalf
STEP 1
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of the Shareholders
of NZ Automotive Investments Limited (NZAI) at NZAI Head Office,102 Mays Road, Onehunga Auckland and online at https://meetnow.global/nz on Friday,
2 September 2022 at 3:00pm and at any adjournment of that meeting and as my proxy thinks fit on any additional resolution or amendment to resolutions so as to give
effect to my/our intention as set out below where possible.
appointof
or failing him/herof
I/We being a shareholder/s of NZ Automotive Investments Limited (NZAI)
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Voting Instructions/Voting Form
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted. Unless otherwise
instructed, the proxy will vote as he/she thinks fit.
ATTENDANCE SLIP
Annual Meeting of the Shareholders
of NZ Automotive Investments Limited (NZAI) at
NZAI Head Office,102 Mays Road, Onehunga Auckland
and online at https://meetnow.global/nz on
Friday, 2 September 2022 at 3:00pm.
Proxy
Discretion
Ordinary Resolutions:
1.
That Michael Stiassny be elected as a Director.
2.
That Gordan David Shaw be elected as a Director.
3.
That the Board be authorised to fix the auditor’s remuneration.
For
Against
Abstain
Signature of Shareholder(s) This section must be completed.
SIGN
or duly authorised director, officer or attorneyor Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)