Notice of Annual Shareholders’ Meeting
/ NOTICE OF 2022
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 2022 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.
The last year has been one of re-shaping
the business and defining a clearer more
focused service. We have now positioned
MOVE for the next stage of our evolution, with
a strong balance sheet, a clear strategic
plan and a talented team to drive profitable
growth.
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.
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 2022 Annual
Meeting of Shareholders of MOVE Logistics Group
Limited (the “Company” or “MOVE “) will be held
on Thursday 20 October 2022, commencing at
2:30pm.
Venue: Pakuranga Hunt Room, Ellerslie Event Centre,
80-100 Ascot Avenue, Ellerslie, Auckland
Online: www.virtualmeeting.co.nz/move22
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 Lorraine Witten, who retires as a Director and, being
eligible, offers herself for re-election by shareholders, be re-elected as a
Director of the Company.
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
Lee Banks
Authorised Officer
20 September 2022
/ EXPLANATORY NOTES
The Board unanimously recommends that shareholders vote in favour of Resolutions 1 and 2.
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.
RESOLUTION 2: DIRECTOR RE-ELECTION
In accordance with the NZX Listing Rules, a director must not hold office (without re-election) past the third
annual meeting following the director’s appointment or three years, whichever is longer.
Therefore, Lorraine Witten and Peter Dryden both retire at the conclusion of the Annual Meeting. Being
eligible, Lorraine Witten will be standing for re-election by shareholders. The Board has determined that
Lorraine is an Independent Director and unanimously supports her re-election. Peter Dryden has advised
that he will step down from the Board at the conclusion of the Meeting. The Board acknowledges Peter’s
efforts and thanks him for his contributions over the past three years.
LORRAINE WITTEN MS (Hons), CA
APPOINTED: 6 December 2017
BOARD ROLES: Independent Chair
Lorraine Witten is an experienced executive and entrepreneur with extensive commercial experience in high
growth and high change environments. Her skills are in technology, ICT, construction, services and network
economics, where she has 30 years’ experience in senior management and finance roles.
Lorraine has more than 20 years of governance experience and is a Fellow of the Institute of Directors. She
currently sits on the board of a number of private and public companies including Mercury, Rakon and
Pushpay.
/ IMPORTANT INFORMATION
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/move22.
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
Resolutions 1 and 2 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.
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting are registered shareholders of the Company at
2:30pm on Tuesday 18 October 2022 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 Chair 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.
Proxy forms must be received by 2:30pm on Thursday 18 October 2022 (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 she/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 she/he 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 Chair
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.
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 2:30pm on 18 October 2022.
PRESENTATIONS
The Chair and Management presentations from the 2022 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
details set out in the accompanying Proxy/Voting Form.
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 2022 ANNUAL MEETING
MOVE Logistics Group Limited (“Company” or ”MOVE””) Annual Meeting of Shareholders will be held at Pakuranga Hunt Room, Ellerslie Event Centre,
80-100 Ascot Avenue, Ellerslie, Auckland, on Thursday, 20 October 2022 commencing at 2:30pm. Shareholders are also able to attend the Annual
Meeting online via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/move22. 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 2:30pm Tuesday 18 October 2022. 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.
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 2:30pm on Tuesday 18 October 2022.
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 Thursday 20 October 2022, at 2:30pm
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 Lorraine Witten, who retires as a Director and, being eligible, offers
herself for re-election by shareholders, be re-elected as a Director of the Company.
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 2:30pm on Tuesday 18 October 2022. 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:
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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