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SPH Notice – Tracy Leanne Rowsell

Substantial Holder Notice29 May 20232CCFinancials

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Disclosure of movement of 1% or more in substantial holding

or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited (NZX)

and

To NZ Automotive Investments Limited (NZAI)

Relevant event being disclosed: Movement of 1% or more in the substantial holding(s)

Date of relevant event: 1 April 2023

Date this disclosure made: 30 May 2023

Date last disclosure made: 8 July 2022

Substantial product holder(s) giving disclosure

Full name(s): Tracy Leanne Rowsell

Summary of substantial holding

Class of quoted voting products: Ordinary shares in NZAI (NZX Code: NZA)

Summary for the Tracy Leanne Rowsell

For this disclosure,—

(a) total number held in class: 15,161,435

(b) total in class: 45,554,500

(c) total percentage held in class: 33.282%

For last disclosure,—

(a) total number held in class: 27,199,233

(b) total in class: 45,554,500

(c) total percentage held in class: 59.707%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

Eugene Williams and TLR Williams Trustee Company Limited (Williams Trustee Co) are

the trustees of the E & Co Trust (together, the Williams Trustees). Tracy Rowsell is the

sole director and shareholder of Williams Trustee Co, which is an independent trustee

company with no beneficial interests, and has the power to exercise, or to control the

exercise of, a right to vote attached to 20% or more of the voting products in Williams

Trustee Co. As a result, Tracy Rowsell has a relevant interest in Williams Trustee Co’s

jointly held shares in NZAI. The number of shares in NZAI held by the Williams Trustees

has decreased since the substantial product holder notice from Tracy Rowsell dated 8 July

2022. The Williams Trustees have made aggregated on market sales of 542,555 ordinary


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shares in NZAI, for total consideration of $130,781.57 as follows:


Date

Description of

Transaction

Average

Price per

share ($)

Number of

Shares sold

Total

Consideration

05/05/23

On Market sell down.

Transferees are unknown.

0.310278508 5,000 $1,551.39

09/05/23

On Market sell down.

Transferees are unknown.

0.255674915 23,940 $6,120.86

10/05/23

On Market sell down.

Transferees are unknown.

0.2464295 39,000 $9,610.75

11/05/23

On Market sell down.

Transferees are unknown.

0.2500 46,000 $11,500.00

12/05/23

On Market sell down.

Transferees are unknown.

0.2600196 50,098 $13,026.46

16/05/23

On Market sell down.

Transferees are unknown.

0.2470591 46,782 $11,557.92

17/05/23

On Market sell down.

Transferees are unknown.

0.2400 20,000 $4,800.00

19/05/23

On Market sell down.

Transferees are unknown.

0.2331892 44,048 $10,271.52

22/05/23

On Market sell down.

Transferees are unknown.

0.2373942 33,894 $8,046.24

23/05/23

On Market sell down.

Transferees are unknown.

0.2400 4,097 $983.28

24/05/23

On Market sell down.

Transferees are unknown.

0.2400 57,991 $13,917.84

25/05/23

On Market sell down.

Transferees are unknown.

0.2400 2,712 $650.88

26/05/23

On Market sell down.

Transferees are unknown.

0.2292665 168,993 $38,744.43

Totals 542,555.00 $130,781.57


The Williams Trustees previously had a relevant interest in 11,495,243 shares in NZAI held

by David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited (as trustees of the

Sena Family Trust) (together, the Sena Trustees) which were subject to trading


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arrangements agreed in the Sale Process Deed dated 15 February 2021 (Sale Process

Deed) entered into between the parties (a copy of the Sale Process Deed is attached to

the substantial product holder notice for Tracy Rowsell dated 25 February 2021). Those

trading arrangements expired on 1 April 2023, in accordance with the terms of the Sale

Process Deed, such that on and from 1 April 2023 the Williams Trustees no longer had a

relevant interest in any shares held by the Sena Trustees.

Details after relevant events

Details for Tracy Leanne Rowsell

Nature of relevant interest(s): Tracy Leanne Roswell has a relevant interest as a result of

her role as the sole director and shareholder of Williams Trustee Co. The Williams Trustees

are joint registered holders of 15,161,435 ordinary shares in NZAI. Tracy Rowsell is the

sole director and shareholder of Williams Trustee Co, which is an independent trustee

company with no beneficial interests, and has the power to exercise, or to control the

exercise of, a right to vote attached to 20% or more of the voting products in Williams

Trustee Co. As a result, Tracy Rowsell has a relevant interest in Williams Trustee Co’s

jointly held shares in NZAI.

For that relevant interest,—

(a) number held in class: 15,161,435

(b) percentage held in class: 33.282%

(c) current registered holder(s): Eugene Williams and TLR Williams Trustee

Company Limited (as to 11,433,973 shares) and Forsyth Barr Custodians Limited

(as to 3,727,462 shares)

(d) registered holder(s) once transfers are registered: Unknown

For a derivative relevant interest, also—

(a) type of derivative: Not applicable

(b) details of derivative: Not applicable

(c) parties to the derivative: Not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of

the relevant interest in the derivative: Not applicable

Additional information

Address(es) of substantial product holder(s): Level 4, 4 Graham Street, Auckland, 1010,

New Zealand

Contact details: Tracy Rowsell | +64 9 3668024 | Tracy.Rowsell@bdo.co.nz

Nature of connection between substantial product holders: The Williams Trustees are joint

registered holders of ordinary shares in NZAI. Eugene Williams is also a beneficial owner

of these jointly held shares.


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Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Sena Trustees and Williams Trustees

Certification

I, Tracy Roswell, certify that, to the best of my knowledge and belief, the information

contained in this disclosure is correct and that I am duly authorised to make this disclosure

by all persons for whom it is made.

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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