Notice of Annual Meeting 2023

Notice is hereby given that the 2023 Annual
Shareholders’ Meeting of 2 Cheap Cars Group
Limited (2CC or the Company) will be held on
28th September 2023, commencing at 10:00 am
VENUE
Hunterville Room
Ellerslie Event Centre
100 Ascot Avenue
Remuera, Auckland 1051
ONLINE
https://meetnow.global/nz
NOTICE OF
2023 ANNUAL
SHAREHOLDERS’

MEETING
DRIVING

BETTER

DEALS

EVERY DAY

32
Notice of 2023 Annual Shareholders’ Meeting
The 2 Cheap Cars Group Limited’s Board invites you to participate in its
2023 Annual Shareholders’ Meeting (ASM).
To ensure as many shareholders as possible can attend, we are holding
a hybrid meeting on Thursday 28 September commencing at 10am
(New Zealand time). You are welcome to attend either in person at
Ellerslie Event Centre in Auckland or via an online platform.
It has been a year of progress and many exciting changes, not least the rebranding of NZAI
as 2 Cheap Cars Group which better reflects the renewed focus on our core business.
The Board and Management team encourage you to join us and learn more about your
Company’s results, plans and ambitions.
The formal agenda for the meeting includes the approval by shareholders of the acquisition
of the circa 30% shareholding held by Mr. Eugene Williams and his related parties, by
Mr. David Sena and his related parties (Resolution 2).
If approved, this transaction would see Mr. Sena and related parties increase their
shareholding in 2 Cheap Cars Group Limited to approximately 76%. The shareholding of
all other shareholders will not be changed as a result of this transaction. Further, there is
no current intention to change the Board, Management or operation of the business as a
result of this transaction.
As many shareholders will know f rom the Company’s announcements over the last year or
so, there has been a relationship breakdown between Messrs. Sena and Williams. This has
resulted in numerous disruptions to operations and governance, including change of the
Board, management, auditors, bankers and so on.
To act in the best interests of all shareholders, it is imperative that the Company is not
exposed to the potential for further disruption and distraction f rom operating the business.
The transaction meaningfully addresses this concern by removing the ongoing negative
impact of that relationship breakdown. This is the key reason why your Independent
Directors support the transaction.
Attached to this Notice of Meeting, as required by the Takeovers Code, you will find an
Independent Adviser’s Report (IAR) relating to the particulars and merits of the proposed
transaction.
All shareholders are encouraged to read this Report carefully to be fully informed about the
transaction prior to the ASM. Further, this Notice of Meeting also contains more detail on
the transaction and disclosures required by the Takeovers Code, including full reasons for
the Independent Directors’ recommendation.
Having carefully reviewed the Report and its findings, your Independent Directors are
recommending that you vote to approve the transaction.
We look forward to meeting with you.
1.
Chairman’s address to shareholders
2. CEO’s presentation
3. Shareholder questions
4.
Resolutions
5. General business
The formal resolutions of the meeting are to consider and, if thought fit, to pass the
following Ordinary Resolutions:
RESOLUTION 1
That the Board be authorised to fix the auditor’s remuneration.
RESOLUTION 2
That, for the purposes of rule 7(c) of the Takeovers Code, the acquisition of 13,679,934
Ordinary Shares in the Company by David (Yusuke) Sena and Tompkins Wake Trustees
2022 Limited (as trustees of the Sena Family Trust) f rom Eugene Hamilton Williams and
TLR Williams Trustee Company Limited (as trustees of the E & Co Trust), pursuant to the
Agreement for Sale and Purchase of Shares in 2 Cheap Cars Group Limited is approved.
VOTING PROHIBITION ON RESOLUTION 2
None of the following persons is entitled to vote, appoint a proxy or exercise discretionary
proxies in respect of Resolution 2 (such proxies being invalid), in accordance with rule
17(1) of the Takeovers Code:
•
David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited;
•
Eugene Hamilton Williams and TLR Williams Trustee Company Limited; or
• any of their respective associates (as that term is defined in the Takeovers Code),
being with respect to Mr. Sena, Humi Sena and Kosuke Sena.
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. Explanatory note 2 provides further information about
Resolution 1 and explanatory note 3 provides further information about Resolution 2,
together with the information required to be provided under the Takeovers Code.
By order of the Board.
Michael Stiassny Chair
Michael Stiassny Chair
DEAR SHAREHOLDER
ITEMS OF BUSINESS

54
Notice of 2023 Annual Shareholders’ Meeting
EXPLANATORY NOTES
Note 1. Shareholder questions
Shareholders may submit written questions to be considered at the ASM.
Written questions should be sent to:
Angus Guerin
2 Cheap Cars Group Limited ASM
102 Mays Road
Onehunga
Auckland 1061
or by email to angus.guerin@2ccgroup.co.nz.
2CC reserves the right not to address any questions that, in the Board’s opinion, are not reasonable to
address in the context of the ASM, or any question received fewer than 5 working days prior to the ASM.
Note 2. Resolution 1 – Auditor’s remuneration
UHY Haines Norton, Sydney is automatically reappointed as auditor under section 207T of the Companies
Act 1993. The proposed resolution is to authorise the Board under section 207S of the Companies Act 1993 to
fix the remuneration of the auditor.
As announced on 13 February 2023 UHY Haines Norton (UHY) is a Sydney-based firm with extensive
experience in auditing ASX-listed companies. UHY were appointed following the resignation of the
company’s previous auditors, Grant Thornton.
The Board unanimously recommends that shareholders vote in favour of Resolution 1.
Note 3. Resolution 2 – Share purchase
Significant Shareholders
1.
A
s at the date of this Notice of Meeting:
(a)
the Company’s significant Shareholders are:
(i)
Da
vid Sena and Tompkins Wake Trustees 2022 Limited (as trustees of the Sena Family

Trust) (Sena Trustees), holding 20,906,993 or 45.894% of the ordinary shares in the Company.

Mr
. Sena’s parents (Humi Sena and Kosuke Sena) are associates of the Sena Trustees. They

c
ollectively hold 270,000 ordinary shares (0.593%). The Sena Trustees, Humi Sena and Kosuke

Sena ar
e collectively referred to in this notice of meeting as the Sena Associates and together

h
old 21,176,993 ordinary shares or 46.487% of the ordinary shares in the Company; and
(ii)

E
ugene Hamilton Williams and TLR Williams Trustee Company Limited as trustees of the E & Co

Trust (Williams Trustees), holding 13,679,934 or 30.030% of the ordinary shares in the Company.
(b) Company director David (Yusuke) Sena is a trustee and a beneficiary of Sena Family Trust.
Agreement for Sale and Purchase of Shares in 2 Cheap Cars Group Limited
2.

On 28 July 2
023, the Sena Trustees and the Williams Trustees entered into a conditional
a
greement for sale and purchase of shares (the ASP) for the Williams Trustees to sell to the Sena
T
rustees 13,679,934 ordinary shares (the Acquisition Shares).
3.
Th
e parties to the ASP acknowledge that the acquisition by the Sena Trustees of the Acquisition
Shar
es pursuant to the ASP (the Acquisition) requires approval of the Shareholders by ordinary
r
esolution, for the purposes of rule 7(c) of the Takeovers Code. Therefore, the ASP is conditional on
that appr
oval being obtained, which is the purpose of Resolution 2.
4.

Th
e Acquisition will result in the Williams Trustees’ 30.030% shareholding being held by the Sena
T
rustees. The shareholdings in the Company of its Shareholders other than the Williams Trustees
or th
e Sena Associates will not change as a result of the Acquisition. Those other Shareholders will
c
ollectively hold 23.483% of the ordinary shares before and after the Acquisition assuming, of
c
ourse, that there is no sale of ordinary shares by the Sena Associates or other changes in share capital.
5. As announced to Shareholders on 28 July 2023, the Company has agreed to put this matter to the
Shareholders for their consideration at this Annual Meeting, on the basis that the Sena Trustees
have agreed to reimburse the Company’s reasonable costs in doing so.
6.
A copy of the ASP is available for viewing at: https://www.nzx.com/companies/2CC/announcements.
In particular, the ASP is attached to the “SPH Notice – David Sena” on 28 July 2023.
Key terms of Acquisition
7. The following are the key terms of the Acquisition:
(a) provided that the Shareholders approve Resolution 2, the Williams Trustees will sell to the Sena
Trustees legal and beneficial ownership (f ree of encumbrances) of the Acquisition Shares for
NZ$0.32 per Share (being NZ$4,377,578.88 in aggregate);
(b) on the assumption that Resolution 2 is approved at the Annual Meeting, completion of the
Acquisition is to occur 3 business days thereafter (or as otherwise agreed by the Sena Trustees
and the Williams Trustees); and
(c)
if Shareholder approval is not obtained at the Annual Meeting or such other date that the Sena
Trustees and the Williams Trustees agree, then either party may terminate the ASP by notice in
writing to the other.
Takeovers Code application to the Acquisition
8.

A
s at the date of this Notice of Meeting, the Sena Associates hold 46.487% of voting rights in the
C
ompany (i.e. the ordinary shares).
9.
Following completion of the Acquisition, the Sena Associates will become the holders and
controllers of 34,856,927 ordinary shares, representing 76.517% of the voting rights in the Company.
10.
Pur
suant to rules 6 and 7(c) of the Takeovers Code, the Sena Associates (who currently hold 46.487%
of v
oting rights in the Company) and may not acquire ordinary shares pursuant to the Acquisition,
unless th
e Acquisition has been approved by an ordinary resolution of the Company in accordance
with th
e Takeovers Code. The Acquisition is, accordingly, conditional on Shareholder approval of

Resolution 2
.
Takeovers Code
11.
The Takeovers Code applies to the Company as it is a code company because it is a company which
is a listed issuer that has financial products that confer voting rights quoted on a licensed market
(i.e., the NZX Main Board).
12.
Un
der rule 6 of the Takeovers Code, a person who holds or controls:
(a)
no voting rights, or less than 20% of the voting rights, in a code company may not become the
holder or controller of an increased percentage of the voting rights in the code company unless,
after that event, that person and that person’s associates hold or control in total not more than
20% of the voting rights in the code company; or
(b)

2
0% or more of the voting rights in a code company may not become the holder or controller of

an in
creased percentage of the voting rights in the code company.
13.
Th
ere are a number of exceptions to this rule. These include where a person becomes the holder
or c
ontroller of voting rights in a code company by an acquisition of shares where that acquisition
has been appr
oved by an ordinary resolution pursuant to rule 7(c) of the Takeovers Code.
14.
F
ollowing completion of the Acquisition, the Sena Associates (who currently hold 46.487% of voting
r
ights in the Company) will increase their holding of voting rights in the Company. The increase in
v
oting rights that would result f rom the Acquisition would, if approved, be permitted under rule 7(c)
of th
e Takeovers Code as an exception to rule 6 of the Takeovers Code.
15.
In r
espect of the Acquisition, the information required under rule 15 of the Takeovers Code is set out
in p
aragraph 20 of this Notice of Meeting.

76
Notice of 2023 Annual Shareholders’ Meeting
Independent Adviser’s Report
16. As required by rule 18 of the Takeovers Code, the Company has commissioned an independent adviser’s
report on the Acquisition (the IAR).
17. The Takeovers Code requires that, where shareholders are being asked to give their approval under rule
7(c) of the Takeovers Code, the directors must obtain a report f rom an independent adviser on the merits
of the proposed acquisition under rule 7(c) having regard to the interests of those persons who may vote
to approve the acquisition.
18. Simmons Corporate Finance Limited has prepared the IAR and a copy of the IAR is attached to this Notice
of Meeting.
19.

Sec
tion 1.6 of the IAR contains the following summary of Simmons Corporate Finance Limited’s
e
valuation of the merits of the Acquisition under the Takeovers Code:
“In our opinion, after having regard to all relevant factors, the positive aspects of the [Acquisition]
outweigh the negative aspects f rom the perspective of the [Shareholders other than the Sena Trustees
and the Williams Trustees (and their respective associates)]”
We encourage all Shareholders to read the entire IAR that accompanies this Notice of Meeting.
Information required by rule 15 of the Takeovers Code in respect of the Acquisition
20.

Pur
suant to rule 15 of the Takeovers Code (with the sub-paragraphs below corresponding to the sub-
p
aragraphs in rule 15), the Company advises as follows:
(a)
th
e Sena Trustees are the persons acquiring the voting securities (and are also the persons who will


bec
ome controllers of an increased percentage of voting securities in the Company as a result of the


A
cquisition) and the Williams Trustees are the persons disposing of the voting securities;
(b)

th
e voting securities to be acquired by Sena Trustees are ordinary shares (Shares). In particular:
(i)
th
e number of Shares being acquired is 13,679,934 (i.e., the Acquisition Shares);
(ii)

th
e Acquisition Shares represent 30.030% of all voting securities;
(iii)
f
ollowing completion of the Acquisition, the Sena Trustees will hold or control 75.924% of all voting

secur
ities; and
(iv)
f
ollowing completion of the Acquisition, the Sena Associates will hold or control, in total, 76.517% of all

v
oting securities;
(c)

n
ot applicable;
(d)
th
e consideration payable by the Sena Trustees is NZ$0.32 per Share (being NZ$4,377,578.88 in aggregate)

an
d is payable on the completion date for the Acquisition, being 3 business days after the date of the

Annual Meetin
g (or such other date as the Sena Trustees and the Williams Trustees may agree);
(e)

as c
ommunicated to the market in the Company’s announcement of 19 July 2022, there was a breakdown
in th
e relationship between Messrs. Sena and Williams, with Mr. Williams resigning f rom the Board. As
n
oted in section 2.3 of the IAR and the Company’s announcements since then, there were various resulting
disruptions t
o operations and governance, including the change of the Board, management, auditors, and
b
ankers. Mr. Williams has been looking to exit his position, held by Williams Trustees, in the Company. The
Sena T
rustees have agreed to purchase the Acquisition Shares which means that the relationship
br
eakdown between Mr. Sena and a significant shareholder does not have the potential to affect 2CC’s
on
going operation by reason of that significant shareholding. This was also practical, given the illiquidity of
th
e Company’s shares relative to the size of this shareholding.
(f)

th
e Acquisition, if approved, will be permitted under rule 7(c) of the Takeovers Code as an exception to

rule 6 of th
e Takeovers Code;
(g)

Th
e Sena Trustees have confirmed that there is no agreement or arrangement (whether legally
enf
orceable or not) that has been, or is intended to be, entered into between them and any other person
(oth
er than between them and the Williams Trustees in respect of the matters referred to in paragraphs (a)
t
o (e)) relating to the acquisition, holding, or control of the voting securities to be acquired, or to the
e
xercise of voting rights in the Company;
(h)

at
tached to this Notice of Meeting is a report f rom an independent adviser in compliance with rule 18 of
th
e Takeovers Code; and
(i)

th
e directors of the Company (other than Mr. Sena) make the following statement for the purposes of rule
19 of th
e Takeovers Code:
“Further to the Company’s governance arrangements and also the requirements of the NZX
Listing Rules, only the Company’s Independent Directors have been involved in dealing with any
matters involving the Acquisition and the Company, given Mr. Sena’s conflict of interest. Mr. Sena
has not attended the part of a Board meeting dealing with any matter relating to the Acquisition,
nor has he formed part of the quorum for or voted on any such matter”.
Each Independent Director recommends that those Shareholders
entitled to vote on Resolution 2, vote to approve the Acquisition.
The reasons for this recommendation are that:
• there has been a breakdown in the relationship between Messrs. Sena and Williams,
which if left unresolved has the potential to be a significant distraction to the operation
and governance of the Company, given the size of Williams Trustees’ shareholding;
• the Sena Trustees and the Williams Trustees have agreed to move forward by
undertaking the Acquisition;
• if Resolution 2 is not approved, the potential for adverse effect on the Company by
r
eason of the relationship breakdown with a significant shareholder is not resolved,
as the Williams Trustees would remain a shareholder;
• while the price of the Acquisition is below the current market price, the Independent
Directors note that the share price remains above this price as at the date of this notice
and also the benefits noted above. The IAR also notes that “in our view, the [Acquisition]
is unlikely to have any significant impact on 2CC’s current share price”; and
• the IAR prepared by Simmons Corporate Finance Limited on the merits of the
Acquisition states that: “In our opinion, after having regard to all relevant factors,
the positive aspects of the [Acquisition] outweigh the negative aspects from the
perspective of the [Shareholders other than the Sena Trustees and the Williams
Trustees (and their respective associates)]”.
David (Yusuke) Sena, being a director of the Company, has a potential conflict of interest in respect of
the Acquisition due to his position as a trustee and as a beneficiary of the Sena Family Trust. Mr. Sena
has therefore abstained f rom making any recommendation to approve or disapprove the Acquisition.

98
Notice of 2023 Annual Shareholders’ Meeting
FURTHER INFORMATION
Entitlement to vote
Resolution 1:
All persons on 2CC’s register of shareholders as the holders of shares at 5pm on 26 September 2023 will be
entitled to vote on Resolution 1 at this Annual Meeting.
Resolution 2:
All persons on 2CC’s register of shareholders as the holders of shares at 5 pm on 26 September 2023 will be
entitled to vote on Resolution 2 at this Annual Meeting, excluding each of the following persons further to
rule 17(1) of the Takeovers Code:
• Sena Trustees;
• Williams Trustees; and
• any of their respective associates (as that term is defined in the Takeovers Code), being with respect to
Mr. Sena, Humi Sena and Kosuke Sena,
none of whom may appoint a proxy or exercise discretionary proxies in respect of Resolution 2 (such proxies
being invalid). If any of these persons is appointed as a discretionary proxy, they will be ineligible to vote on
motions f rom the floor as the discretionary proxies are not valid in this respect.
Voting threshold
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.
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. Full
details are included in the Online Meeting Guide on page 11.
(c) Appointing a proxy (or representative) to attend and vote in your place. The proxy need not be a
shareholder of 2CC and a shareholder who wishes to do so may appoint the chair of the Annual Meeting
to act as proxy. A body corporate which is a shareholder may appoint a representative to attend the Annual
Meeting on its behalf in the same manner as that in which it could appoint a proxy. The form of
appointment of proxy and voting instructions accompany this Notice of Meeting.
Proxy forms
You can appoint a proxy online [www.investorvote.co.nz] or complete and send the Proxy Voting Form
(enclosed with this Notice of Meeting) by post to Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, New Zealand or email (as a scanned attachment) to corporateactions@computershare.co.nz
so that it is received by Computershare Investor Services Limited by no later than 48 hours before the time for
holding the ASM.
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. If the chair of the meeting is appointed as proxy and voting is left to his
discretion, the chair will vote in favour of all Resolutions.
If your named proxy does not attend the ASM or you have not named a proxy but have otherwise completed
the Proxy Voting Form in full, the chair of the ASM will act as your proxy in accordance with your express
voting directions. The chair may only vote in accordance with these express directions (and must not vote on
a resolution if expressly granted a discretion on how to vote on a resolution and such resolution is subject to
a voting restriction that applies to the proxy under NZX Listing Rule 6.3.1). The chair’s voting intentions are set
out in the paragraph above.
A Proxy Voting 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 (being 10:00am on Tuesday, 26 September 2023).
Results
Following the Annual Meeting, the results will be posted at https://www.2cheapcars.co.nz/investors/
announcements and on www.nzx.com.
VENUE INFORMATION
THE HUNTERVILLE ROOM
ELLERSLIE EVENT CENTRE

100 Ascot Avenue
Remuera, Auckland 1051
Ellerslie Racecourse is less than 7km f rom Auckland’s Queen
Street, close to motorway on and off ramps, train stations and
major bus routes. Auckland airport is a 20 minute drive away.
Once inside the Ellerslie Event Centre please follow the signs
to the Hunterville Room on level 2.
FREE
PARKING IS
A
VAILABLE

10
Notice of 2023 Annual Shareholders’ Meeting
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Attending the meeting online
Our Hybrid 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.

Visit https:// meetnow.global/nz
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 of residence f rom 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.
Navigation
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 f rom 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’.
11
If you have any
issues accessing the
website please call

+64 9 488 8700
NEED ASSISTANCE?

2 Cheap Cars Group Limited
102 Mays Road
Onehunga
Auckland 1061
Ph: 09 869 3330

---

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
By Mail
corporateactions@computershare.co.
nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Voting Restrictions
None of the following persons is entitled to vote, appoint a proxy or exercise
discretionary proxies in respect of Resolution 2 (such proxies being invalid),
in accordance with rule 17(1) of the Takeovers Code:
• David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited;
• Eugene Hamilton Williams and TLR Williams Trustee Company Limited; or
• any of their respective associates (as that term is defined in the Takeovers
Code), being with respect to Mr. Sena, Humi Sena and Kosuke Sena.
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.
have appointed a proxy (although they will not be able to vote if a proxy has
been appointed).
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 10:00 am on Tuesday, 26 September 2023.
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
By Mail
corporateactions@computershare.co.
nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Voting Restrictions
None of the following persons is entitled to vote, appoint a proxy or exercise
discretionary proxies in respect of Resolution 2 (such proxies being invalid),
in accordance with rule 17(1) of the Takeovers Code:
• David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited;
• Eugene Hamilton Williams and TLR Williams Trustee Company Limited; or
• any of their respective associates (as that term is defined in the Takeovers
Code), being with respect to Mr. Sena, Humi Sena and Kosuke Sena.
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 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
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 (and must not vote on a resolution if expressly granted a
discretion on how to vote on a resolution and such resolution is subject to
a voting restriction that applies to the proxy under NZX Listing Rule 6.3.1),
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. Shareholders can still attend the Annual Meeting online, even if they
have appointed a proxy (although they will not be able to vote if a proxy has
been appointed).
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 10:00 am on Tuesday, 26 September 2023.
By Email
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 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
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 (and must not vote on a resolution if expressly granted a
discretion on how to vote on a resolution and such resolution is subject to
a voting restriction that applies to the proxy under NZX Listing Rule 6.3.1),
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. Shareholders can still attend the Annual Meeting online, even if they
have appointed a proxy (although they will not be able to vote if a proxy has
been appointed).

If your proxy is not the Chair of the Meeting, please ensure that you provide their contact details (phone and email address). If this information is not provided, we cannot
gurantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):and (Email):
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
2 Cheap Cars Group Limited to be held at The Hunterville Room, Ellerslie Racecourse,100 Ascot Avenue, Remuera, Auckland and online at
https://meetnow.global/nz on Friday, 28 September 2023 at 10:00 am 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 (subject to voting restrictions).
appointof
or failing him/her
of
I/We being a shareholder/s of 2 Cheap Cars Group Limited
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
2 Cheap Cars Group Limited to be held at The Hunterville
Room, Ellerslie Racecourse,100 Ascot Avenue, Remuera,
Auckland and online at https://meetnow.global/nz on
Friday, 28 September 2023 at 10:00 am.
Proxy
Discretion
Ordinary Resolutions:
1.
That the Board be authorised to fix the auditor’s remuneration.
2.
That, for the purposes of rule 7(c) of the Takeovers Code, the acquisition of 13,679,934 ordinary shares in the
Company by David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited (as trustees of the Sena Family Trust)
from Eugene Hamilton Williams and TLR Williams Trustee Company Limited (as trustees of the E & Co Trust), pursuant
to the Agreement for Sale and Purchase of Shares in 2 Cheap Cars Group Limited is approved.
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)

---

www.simmonscf.co.nz




2 Cheap Cars Group Limited

Independent Adviser’s Report

In Respect of the Proposed Acquisition of
Shares by David (Yusuke) Sena and
Tompkins Wake Trustees 2022 Limited (as
trustees of the Sena Family Trust) from
Eugene Williams and TLR Williams
Trustee Company Limited (as trustees of
the E & Co Trust)

August 2023

Statement of Independence
Simmons Corporate Finance Limited confirms that it:
• has no conflict of interest that could affect its ability to provide an unbiased report; and
• has no direct or indirect pecuniary or other interest in the proposed transaction considered in this report,
including any success or contingency fee or remuneration, other than to receive the cash fee for providing
this report.
Simmons Corporate Finance Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Takeovers Panel, that it is independent under the Takeovers Code for the purposes of preparing this report.

2 Cheap Cars Group Limited Independent Adviser’s Report
Index

Section Page

1. Introduction ..................................................................................................................... 1
2. Evaluation of the Merits of the Share Acquisition ............................................................ 4
3. Profile of 2 Cheap Cars Group Limited .......................................................................... 14
4. Sources of Information, Reliance on Information, Disclaimer and Indemnity ................. 20
5. Qualifications and Expertise, Independence, Declarations and Consents ..................... 22

2 Cheap Cars Group Limited Page 1 Independent Adviser’s Report
1. Introduction
1.1 Background
2 Cheap Cars Group Limited (2CC or the Company) is one of New Zealand’s largest
used car retailers. The Company also offers third party finance and insurance
options.
2CC’s shares are listed on the main equities securities market (the NZX Main Board)
operated by NZX Limited (NZX) with a market capitalisation of approximately
$23.7 million as at 25 August 2023. Its audited total equity was approximately
$16.2 million as at 31 March 2023.
A profile of 2CC is set out in section 3.
1.2 David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited
David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited (as trustees of the
Sena Family Trust) (the Sena Trustees) are 2CC’s largest major shareholder. They
currently hold 20,906,993 ordinary shares in the Company, representing 45.89% of
the shares on issue.
David (Yusuke) Sena is the co-founder of the Company and is a non-independent
executive director of 2CC.
Mr Sena is a trustee and a beneficiary of the Sena Family Trust.
1.3 Eugene Williams and TLR Williams Trustee Company Limited
Eugene Williams and TLR Williams Trustee Company Limited (as trustees of the
E & Co Trust) (the Williams Trustees) are 2CC’s second largest shareholder. They
currently hold 13,679,934 ordinary shares in the Company, representing 30.03% of
the shares on issue.
Eugene Williams is the co-founder and a former director of 2CC. He resigned as a
director on 19 July 2022.
Mr Williams is a trustee and a beneficiary of the E & Co Trust.
1.4 Proposed Acquisition of Shares
On 28 July 2023, the Sena Trustees and the Williams Trustees entered into a
conditional Agreement for Sale and Purchase of Shares in 2 Cheap Cars Group
Limited (the ASP), under which the Sena Trustees will acquire the 13,679,934
ordinary shares in 2CC held by the Williams Trustees at a price of $0.32 per share
(the Share Acquisition).
Completion of the Share Acquisition is conditional upon the Company’s
shareholders not associated with the Sena Trustees or the Williams Trustees (the
Non-associated Shareholders) approving the Share Acquisition by way of an
ordinary resolution.

2 Cheap Cars Group Limited Page 2 Independent Adviser’s Report
1.5 Impact of the Share Acquisition on Shareholding Levels
The Share Acquisition will result in the Sena Trustees’ shareholding increasing by
30.03% from 45.89% to 75.92% and the Williams Trustees’ shareholding reducing
from 30.03% to nil.
Mr Sena’s parents (Humi Sena and Kosuke Sena) are deemed to be associates of
the Sena Trustees. They collectively hold 270,000 ordinary shares (0.59%).
We refer to the Sena Trustees, Humi Sena and Kosuke Sena collectively as the Sena
Associates. The Sena Associates currently hold 46.49% of the Company’s ordinary
shares.
Following the Share Acquisition, the Sena Associates will hold 76.52% of the
Company’s ordinary shares.
The Non-associated Shareholders’ shareholdings in the Company will not change.
They will collectively hold 23.48% of the ordinary shares in the Company before and
after the Share Acquisition.

Impact of the Share Acquisition on Shareholding Levels


Current
Share
Acquisition
Post the Share
Acquisition
No. of
Shares
% No. of
Shares
No. of
Shares
%

Sena Trustees 20,906,993 45.89% 13,679,934 34,586,927 75.92%

Humi Sena and Kosuke Sena 270,000 0.59% - 270,000 0.59%

Sena Associates 21,176,993 46.49% 13,679,934 34,856,927 76.52%

Williams Trustees 13,679,934 30.03% (13,679,934) - -

Non-associated Shareholders 10,697,573 23.48% - 10,697,573 23.48%


45,554,500 100.00% - 45,554,500 100.00%

1.6 Summary of Opinion
Our evaluation of the merits of the Share Acquisition as required under the Takeovers
Code (the Code) is set out in section 2.
In our opinion, after having regard to all relevant factors, the positive aspects of the
Share Acquisition outweigh the negative aspects from the perspective of the
Non-associated Shareholders.
1.7 Annual Meeting
2CC is holding its annual meeting of shareholders on 28 September 2023 where the
Company will seek shareholder approval of the Share Acquisition (resolution 2) (the
Share Acquisition Resolution).
The resolution is an ordinary resolution, which is a resolution passed by a simple
majority of votes of those shareholders entitled to vote and voting on the resolution
in person or by proxy.
The Sena Trustees and the Williams Trustees and their respective associates (as
defined in the Code) are not permitted to vote on the Share Acquisition Resolution.
The Company’s shareholders will also vote on an ordinary resolution at the annual
meeting in respect of the Company’s auditor’s remuneration (resolution 1).

2 Cheap Cars Group Limited Page 3 Independent Adviser’s Report
1.8 Regulatory Requirements
2CC is a code company as defined by the Code and is subject to the provisions of
the Code.
Rule 6 of the Code prohibits:
• a person who holds or controls no voting rights or less than 20% of the voting
rights in a code company from holding or controlling an increased percentage
of the voting rights in the code company unless, after that event, that person
and that person’s associates hold or control in total not more than 20% of the
voting rights in the code company
• a person who holds or controls 20% or more of the voting rights in a code
company from holding or controlling an increased percentage of the voting
rights in the code company
unless done in compliance with exceptions to this fundamental rule.
One of the exceptions, set out in Rule 7(c) of the Code, enables a person to increase
its holding or control of voting rights by an acquisition of shares if the acquisition is
approved by an ordinary resolution of the code company (on which none of that
person, the person disposing of the shares and their respective associates, may
vote).
The Share Acquisition will result in the Sena Associates increasing their control of
the voting rights in 2CC from 46.49% to 76.52%.
Accordingly, the Non-associated Shareholders will vote at the Company’s annual
meeting on the Share Acquisition Resolution.
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an acquisition under Rule 7(c).
This Independent Adviser’s Report is to be included in, or accompany, the notice of
meeting pursuant to Rule 15(h).
1.9 Purpose of the Report
The 2CC directors not associated with the Sena Associates or the Williams Trustees,
being Michael Stiassny and Gordon Shaw (the Non-associated Directors), have
engaged Simmons Corporate Finance Limited (Simmons Corporate Finance) to
prepare an Independent Adviser’s Report on the merits of the Share Acquisition in
accordance with Rule 18 of the Code.
Simmons Corporate Finance was approved by the Takeovers Panel on 10 August
2023 to prepare this Independent Adviser’s Report.
Simmons Corporate Finance issues this Independent Adviser’s Report to the
Non-associated Directors for the benefit of the Non-associated Shareholders to
assist them in forming their own opinion on whether to vote for or against the Share
Acquisition Resolution.
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the merits of the Share Acquisition in
relation to each shareholder. This report on the merits of the Share Acquisition is
therefore necessarily general in nature.
This Independent Adviser’s Report is not to be used for any other purpose without
our prior written consent.

2 Cheap Cars Group Limited Page 4 Independent Adviser’s Report
2. Evaluation of the Merits of the Share Acquisition
2.1 Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the Share Acquisition
having regard to the interests of the Non-associated Shareholders.
There is no legal definition of the term merits in either the Code or in any statute
dealing with securities or commercial law in New Zealand.
In the absence of an explicit definition of merits, guidance can be taken from:
• the Takeovers Panel Guidance Note on Independent Advisers dated 11 March
2021
• definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
• overseas precedents
• the ordinary meaning of the term merits.
We are of the view that an assessment of the merits of the Share Acquisition should
focus on:
• the rationale for the Share Acquisition
• the terms and conditions of the Share Acquisition
• the impact of the Share Acquisition on the control of 2CC
• the impact of the Share Acquisition on 2CC’s share price
• other issues associated with the Share Acquisition
• the implications if the Share Acquisition Resolution is not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.
2.2 Summary of the Evaluation of the Merits of the Share Acquisition
The Share Acquisition involves the acquisition of 30.03% of the ordinary shares in
the Company by the Sena Trustees from the Williams Trustees, resulting in the Sena
Associates holding 76.52% of 2CC’s ordinary shares and the Williams Trustees no
longer holding any ordinary shares in the Company.
The Non-associated Shareholders have 3 alternatives with regard to their voting on
the Share Acquisition Resolution:
• vote in favour of the resolution, in which case, if sufficient votes are cast in
favour of the resolution, the Share Acquisition will proceed, or
• vote against the resolution. In the event that the resolution is not passed, then
the Share Acquisition will not proceed and the Williams Trustees will retain their
30.03% shareholding, or
• abstain from voting, in which case the voting of the other Non-associated
Shareholders will determine the outcome.

2 Cheap Cars Group Limited Page 5 Independent Adviser’s Report
In our opinion, the positive aspects of the Share Acquisition outweigh the
negative aspects from the perspective of the Non-associated Shareholders.
Our evaluation of the merits of the Share Acquisition is set out in detail in sections 2.3
to 2.9.
In summary, the positive aspects of the Share Acquisition, from the perspective of
the Non-associated Shareholders, are:
• the rationale for the Share Acquisition is sound:
− the Share Acquisition arises following a well-publicised breakdown in the
relationship between Mr Sena and Mr Williams, which has resulted in
negative impacts on the Company, including a complete change in the
composition of 2CC’s board of directors (the Board) non-executive directors
in 2022
− we do not consider it to be in the Company’s nor the Non-associated
Shareholders’ best interests for the potential for conflict between 2CC’s
2 largest shareholders to remain
− given the liquidity (or lack thereof) of the Company’s shares, we do not
consider it feasible for the Williams Trustees to be able to sell their 30.03%
shareholding at a reasonable price over a relatively short timeframe other
than via the Share Acquisition
• the terms and conditions of the Share Acquisition are reasonable
• the Sena Trustees have agreed to reimburse the Company’s reasonable costs
associated with the Share Acquisition Resolution.
In summary, the negative aspects of the Share Acquisition, from the perspective of
the Non-associated Shareholders, are:
• the Share Acquisition will have a significant impact on the level of control over
shareholder voting from the perspective of the Non-associated Shareholders:
− currently the Sena Associates control 46.49% of the Company’s voting rights
and can singlehandedly block a special resolution but cannot
singlehandedly pass a special resolution nor (technically) determine the
outcome of an ordinary resolution (although in reality they probably can as
not all shareholders tend to vote on resolutions)
− following the Share Acquisition, the Sena Associates will be able to
singlehandedly determine the outcome of any special resolution or ordinary
resolution
− however, it should be noted that the Williams Trustees’ current 30.03%
shareholding also enables them to singlehandedly block resolutions. If the
Sena Associates and the Williams Trustees vote in the same manner at
present, the 2 shareholders can currently collectively determine the outcome
of any special resolution or ordinary resolution
• the Sena Trustees cannot currently utilise the creep provisions of the Code,
which enable entities that hold more than 50% but less than 90% of the voting
securities in a code company to acquire up to a further 5% of the code
company’s shares per annum. Following the Share Acquisition, the Sena
Trustees will be able to utilise the creep provisions 12 months after the Share
Acquisition is completed.

2 Cheap Cars Group Limited Page 6 Independent Adviser’s Report
In summary, from the perspective of the Non-associated Shareholders, the Share
Acquisition in unlikely to have any material impact on the following matters:
• to the best knowledge of the Non-associated Directors, the Share Acquisition
will have no impact on the composition of 2CC’s Board in the near term
• the Share Acquisition will have no impact on the level of control exerted over
the Company’s operations by Mr Sena
• the Share Acquisition is unlikely to have any significant impact on 2CC’s current
share price
• the Share Acquisition is unlikely to have an impact on the liquidity of 2CC’s
shares unless the Sena Associates decide to sell some or all of their
shareholding
• the Share Acquisition will have no dilutionary impact on the Non-associated
Shareholders’ voting rights as no new shares will be issued
• the Share Acquisition is unlikely to have an impact on the attraction of 2CC as
a takeover target to any significant degree.
The implications of the Share Acquisition Resolution not being approved by the
Non-associated Shareholders are that the Share Acquisition cannot proceed and the
Williams Trustees will continue to hold 30.03% of the Company’s shares. Given that
there has been a fundamental breakdown in the relationship between Mr Sena and
Mr Williams which has resulted in negative impacts on 2CC, this is unlikely to be
beneficial to the Company. Furthermore, we consider that it would be difficult for the
Williams Trustees to sell their shareholding in an alternative transaction and / or
on-market.
2.3 Rationale for the Share Acquisition
The Share Acquisition arises due to a fundamental breakdown in the relationship
between the Company’s co-founders – David (Yusuke) Sena and Eugene Williams.
2CC announced on 19 July 2022 that there was a breakdown in the relationship
between Mr Sena and Mr Williams and that Mr Williams, along with the Company’s
3 non-executive directors, had resigned from the Board (the Relationship
Breakdown Announcement).
The impact of the relationship breakdown has resulted in a variety of adverse effects
on 2CC’s operations and governance, including:
• directors resigning and the eventual mass Board walk out
• the Company’s chief executive officer resigning
• a hastily convened new Board established just prior to the Company’s 2022
annual general meeting
• newly appointed directors Michael Stiassny as chair and fellow independent
director Gordon Shaw having to spend significant time trying to right the ship,
including Mr Shaw stepping in as interim chief executive officer for a period
• the resignation of the Company’s auditors
• the loss of the Company’s bankers
• the need to appoint a new chief executive officer (Paul Millward). Since
Mr Millward’s appointment, there has been an almost complete replacement of
the executive team.

2 Cheap Cars Group Limited Page 7 Independent Adviser’s Report
Since the Relationship Breakdown Announcement, Mr Williams has been looking to
exit his shareholding in the Company (held via the Williams Trustees).
The Sena Trustees have agreed to purchase the Williams Trustees’ remaining
shareholding of 13,679,934 ordinary shares to alleviate the potential continuing
adverse effects of the relationship breakdown on 2CC’s ongoing operations.
The Non-associated Directors have stated that if the breakdown in the relationship
between Mr Sena and Mr Williams is left unresolved, it has the potential to continue
to be a significant distraction to the governance and operation of the Company, given
the size of the Williams Trustees’ shareholding. The Non-associated Directors see
the Share Acquisition as a practical way for the Company to move forward by
eliminating future potential conflicts between Mr Sena and Mr Williams in respect of
the Company’s governance and operations.
In our view, the rationale for the Share Acquisition is sound:
• the breakdown in the relationship between Mr Sena and Mr Williams has been
well publicised and resulted in a number of adverse impacts on the Company,
including a complete change in the composition of the Board’s non-executive
directors in 2022
• we do not consider it to be in the Company’s nor the Non-associated
Shareholders’ best interests for the potential for conflict between 2CC’s 2
largest shareholders to remain
• given the liquidity (or lack thereof) of the Company’s shares, we do not consider
it feasible for the Williams Trustees to be able to sell their shareholding (either
on-market or off-market) at a reasonable price over a relatively short timeframe.
2.4 Terms and Conditions of the Share Acquisition
Key Terms of the ASP
The Sena Trustees and the Williams Trustees entered into the ASP on 28 July 2023.
The key terms of the ASP are:
• the Sena Trustees will acquire 13,679,934 ordinary shares from the Williams
Trustees
• the purchase price for the shares is $4,377,578.88, being $0.32 per share
• the Share Acquisition is conditional on approval of the transaction by an
ordinary resolution in accordance with Rule 7(c) of the Code
• completion will be undertaken 3 business days after the condition is satisfied
• if shareholder approval is not obtained at the annual general meeting or such
other date that the Sena Trustees and the Williams Trustees agree, then either
party may terminate the ASP by notice in writing to the other.

2 Cheap Cars Group Limited Page 8 Independent Adviser’s Report
Reasonableness of the Share Acquisition Price of $0.32 per Share
In our view, the key term of the Share Acquisition from the perspective of the
Non-associated Shareholders is the acquisition price of $0.32 per share.
We are advised that the price was negotiated between Mr Sena and Mr Williams.
We are of the view that the acquisition price of $0.32 per share is reasonable:
• given the significant size of the Williams Trustees’ shareholding and
• when viewed in comparison with the prices achieved by the Williams Trustees
when selling a portion of their shareholding immediately prior to entering into
the ASP.
Mr Williams’ last substantial product holder disclosure (dated 18 February 2022) prior
to the Relationship Breakdown Announcement stated that the Williams Trustees held
15,903,990 ordinary shares in the Company, representing 34.91% of the Company’s
shares.
The Williams Trustees sold 200,000 ordinary shares on 11 February 2022 at $0.92
per share.
2CC’s share price immediately before the Relationship Breakdown Announcement
was $0.65 on 18 July 2022. It dropped by 28% to $0.47 immediately after the
Relationship Breakdown Announcement on 19 July 2022.
Since the Relationship Breakdown Announcement, the Williams Trustees have sold
2,024,056 ordinary shares (4.44%) on-market between 5 May 2023 and 21 June
2023 at a volume weighted average share price (VWAP) of $0.269.
The most recent sales of 170,606 ordinary shares between 19 and 21 June 2023
were at a VWAP of $0.273.
The acquisition price of $0.32 per share is at a premium of approximately 19% to the
VWAP achieved by the Willams Trustees on the recent on-market sales immediately
prior to entering into the ASP.
2.5 Impact on Control
Shareholding Voting
2CC currently has 45,554,500 fully paid ordinary shares on issue held by 188
shareholders.
The names, number of shares and percentage holding of the 10 largest shareholders
as at 8 August 2023 are set out in section 3.6.
The Share Acquisition will result in the Sena Associates’ control of the voting rights
in the Company increasing by 30.03% from 46.49% to 76.52%.
At present, the Sena Associates are able to singlehandedly block any special
resolutions (which require the approval of 75% of the votes cast by shareholders) but
they cannot singlehandedly pass any special resolutions and cannot singlehandedly
determine the outcome of any ordinary resolutions (which require the approval of
more than 50% of the votes cast by shareholders).

2 Cheap Cars Group Limited Page 9 Independent Adviser’s Report
However, while a 46.49% shareholding is technically not sufficient to singlehandedly
pass or block an ordinary resolution, it most probably can as a number of
shareholders in widely held companies (such as 2CC with over 180 shareholders)
tend not to vote on resolutions and hence the relative weight of the 46.49% interest
increases.
The Williams Trustees’ current 30.03% shareholding also allows them to
singlehandedly block any special resolutions but they cannot singlehandedly pass
any special resolutions or determine the outcome of any ordinary resolutions.
We note however that currently if the Sena Associates and the Williams Trustees
were to vote in the same manner, the 2 shareholders could collectively determine the
outcome of any special resolution or ordinary resolution.
Following the Share Acquisition, the Sena Associates’ level of control over
shareholder voting will change significantly, in that they will be able to singlehandedly
determine the outcome of any special resolution or ordinary resolution, subject
always to applicable voting restrictions under the NZX Listing Rules and the
Companies Act 1993 (the Act).
Protection for Minority Shareholders
While the Sena Associates will have significant control over 2CC, they cannot act in
an oppressive manner against minority shareholders. The Act provides a level of
protection to minority shareholders. Furthermore, any transactions between 2CC
and any shareholder holding 10% or more of the Company’s shares will need to
satisfy the requirements of the NZX Listing Rules with respect to material transactions
with related parties.
Increasing Shareholding Levels
Following the Share Acquisition, the Sena Associates will not be able to further
increase their shareholding in 2CC unless they comply with the provisions of the
Code. The Sena Associates will only be able to acquire more shares in 2CC if:
• they make a full or partial takeover offer or
• a share acquisition is approved by way of an ordinary resolution of
shareholders or
• the Company makes an allotment of shares which is approved by way of an
ordinary resolution of shareholders
• the Company undertakes a share buyback that is approved by the Company’s
shareholders and the Sena Trustees do not accept the offer of the buyback
• the Sena Trustees utilise the creep provisions of the Code.
The creep provisions enable entities that hold more than 50% but less than 90% of
the voting securities in a code company to acquire up to a further 5% of the code
company’s shares per annum.
The Sena Trustees are currently not able to utilise the creep provisions but would be
able to do so 12 months after the completion of the Share Acquisition.
Humi Sena and Kosuke Sena would not be able to utilise the creep provisions.

2 Cheap Cars Group Limited Page 10 Independent Adviser’s Report
Board of Directors
The directors of 2CC are:
• David (Yusuke) Sena, non-independent executive director
• Gordon Shaw, independent non-executive director
• Michael Stiassny, independent non-executive chair.
Eugene Williams resigned as a director on 19 July 2022.
The Non-associated Directors have advised us that as far as they are aware, the
Share Acquisition will have no impact on the composition of the Board in the near
term.
However, as noted above, following the Share Acquisition, the Sena Associates will
have the ability to singlehandedly pass any special resolution or ordinary resolution,
including any resolution in respect of the appointment of a director to the Board.
Operations
Mr Sena is in charge of group operations for 2CC. He is responsible for the
purchasing and delivery of vehicles from Japan to New Zealand and all domestic
operations to ensure the purchased cars are compliant and of a high quality to retail.
This includes:
• paint and panel services
• mechanical services
• grooming
• aftercare.
The Non-associated Directors have advised us that they do not expect the Share
Acquisition to have any impact on the level of control exerted by Mr Sena over the
Company’s operations.
2.6 Impact on Share Price and Liquidity
Set out in section 3.10 is a summary of 2CC’s daily closing share price and monthly
volumes traded from 25 February 2021 to 25 August 2023.
During the period, 2CC’s shares traded between $1.30 (on 25 and 26 February 2021)
and $0.23 (on 19 and 26 May 2023) at a VWAP of $0.73.
Share Price Unlikely to be Impacted
The Share Acquisition will be undertaken at $0.32 per share. As discussed in section
2.4, we are advised that the acquisition price was negotiated between Mr Sena and
Mr Willaims. We consider the acquisition price to be reasonable.
In our view, the Share Acquisition is unlikely to have any significant impact on 2CC’s
current share price.
The graph that follows shows that the Company’s share price was consistently below
the acquisition price of $0.32 between 1 June 2023 and up until the Company
released an earnings update on 6 July 2023 (the July 2023 Earnings Update), when
2CC revised its net profit after tax guidance for the 2024 financial year upwards from
between $3.8 million and $4.2 million to between $4.2 million and $5.0 million.

2 Cheap Cars Group Limited Page 11 Independent Adviser’s Report
The July 2023 Earnings Update resulted in the Company’s share price steadily
increasing from $0.38 on 6 July 2023 to a high of $0.71 on 24 July 2023, before
dropping back to $0.64 by 27 July 2023 (the day before the Share Acquisition was
announced).
2CC’s share price dropped by 14% to $0.55 on 28 July 2023 after the announcement
of the Share Acquisition.
Since then, the shares have traded between $0.425 and $0.58 at a VWAP of $0.507
(up to 25 August 2023).

Given that the Company’s shares have consistently traded above the acquisition
price of $0.32 since the announcement of the Share Acquisition, we are of the view
that the Share Acquisition is unlikely to have any significant impact on 2CC’s current
share price.
In our view, the July 2023 Earnings Update is likely to be the strongest influencer of
2CC’s current share price.
Liquidity of 2CC Shares Unlikely to Change
Trading in the Company’s shares is extremely thin, reflecting that the Sena
Associates and the Williams Trustees hold 46.49% and 30.03% of 2CC’s shares
respectively and the top 10 shareholders collectively hold 88.79% of the shares.
An analysis of VWAP, traded volumes and liquidity (measured as traded volumes as
a percentage of shares outstanding) up to 25 August 2023 is set out in section 3.10.
The shares traded on 244 days in the year to 25 August 2023, with 8.5% of the
Company’s shares traded over that period.
The number of shares held by the Non-associated Shareholders will not change
under the Share Acquisition. Therefore the liquidity of the 2CC shares is unlikely to
change unless the Sena Associates subsequently decide to sell some or all of their
shareholdings or other changes in the Company’s share capital occur.

2 Cheap Cars Group Limited Page 12 Independent Adviser’s Report
2.7 Other Issues
No Dilutionary Impact
As the Share Acquisition is a transfer of existing shares from the Williams Trustees
to the Sena Trustees, it will have no dilutionary impact on the Non-associated
Shareholders. No new shares are being issued by the Company.
The Attraction of 2CC as a Takeover Target is Unlikely to Change Significantly
In our view, the Share Acquisition is unlikely to have any significant impact on the
attraction of 2CC as a takeover target.
Given that Mr Sena was instrumental in the compliance listing of 2CC in February
2021, his desire to take the Company private is unlikely to be influenced by whether
the Sena Associates hold 46.49% or 76.52% of the Company’s ordinary shares.
Any other bidder currently looking to make a takeover offer for the Company would
need to ensure that both the Sena Associates and the Williams Trustees would
accept its offer.
Following the Share Acquisition, any other bidder looking to make a takeover offer
would need to ensure that the Sena Associates would accept its offer. Dealing with
just one major shareholding rather than 2 may make it marginally easier for a bidder
looking to make a takeover offer.

Non-associated Shareholder Approval is Required
Pursuant to Rule 7(c) of the Code, the Non-associated Shareholders must approve
by ordinary resolution the Share Acquisition.
The Share Acquisition will not proceed unless the Non-associated Shareholders
approve the Share Acquisition Resolution.
No Impact on Financial Position
As the Share Acquisition is a transfer of existing shares and does not alter the
Company’s capital structure, it will have no direct impact on 2CC’s financial position.
No Change in Business Risk
Similarly, the Share Acquisition will have no immediate impact on the business risks
faced by the Company.
2CC’s Costs to be Reimbursed
The Sena Trustees have agreed to reimburse the Company’s reasonable costs
associated with the Share Acquisition Resolution.
2.8 Likelihood of the Share Acquisition Resolution Being Approved
The Non-associated Directors have stated in the notice of annual meeting that they
recommend voting in favour of the Share Acquisition Resolution.
The Share Acquisition Resolution is an ordinary resolution. The Sena Trustees and
the Williams Trustees and their respective associates cannot vote on the Share
Acquisition Resolution.

2 Cheap Cars Group Limited Page 13 Independent Adviser’s Report
The Non-associated Shareholders collectively hold 23.48% of the Company’s
shares. If all of the Non-associated Shareholders’ shares are voted, then at least
11.75% of the shares must be voted in favour of the Share Acquisition Resolution for
it to pass.
2.9 Implications if the Share Acquisition Resolution is not Approved
If the Share Acquisition Resolution is not approved, the Share Acquisition cannot
proceed and the Williams Trustees will retain their 30.03% shareholding.
As set out in section 2.3, there has been a fundamental breakdown in the relationship
between Mr Sena and Mr Williams and they have decided that the Share Acquisition
is the best way to resolve the matter, with Mr Williams totally exiting his association
with 2CC.
If the Share Acquisition does not proceed, the potential for further adverse effects on
the Company due to the relationship breakdown between the Company’s 2 largest
shareholders will not have been resolved.
The Williams Trustees may look to undertake a similar transaction to the Share
Acquisition in the future or sell their 30.03% shareholding to another party. Either
approach will require shareholder approval or the prospective purchaser making a
takeover offer. Either scenario will lead to the Company incurring additional costs.
Alternatively, the Williams Trustees may continue to sell down their shareholding
on-market. The overhang of such a large parcel of shares being offered for sale on
the market is likely to place continued downward pressure on the Company’s share
price.
2.10 Voting For or Against the Share Acquisition Resolution
Voting for or against the Share Acquisition Resolution is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.

2 Cheap Cars Group Limited Page 14 Independent Adviser’s Report
3. Profile of 2 Cheap Cars Group Limited
3.1 Background
The 2CC business was founded by David (Yusuke) Sena and Eugene Williams in
2011.
The Company was incorporated on 14 October 2016 as 2CC Holding Limited. It
changed its name to NZ Automotive Investments Limited on 19 November 2020 and
to 2 Cheap Cars Group Limited on 26 June 2023.
2CC’s shares were listed on the NZX Main Board on 25 February 2021 by way of a
direct listing (ie no fresh equity was raised). As part of the direct listing, 2CC issued
an NZX Listing Profile dated 25 February 2021 (the 2CC Listing Profile).
The Company’s key events are set out below.

3.2 Group Structure
The 2CC group consists of 2CC and 6 subsidiaries.


2 Cheap
Cars
Limited
NZ Motor
Finance
Limited
2CC
International
Limited
2 Cheap Cars
Group Limited
100%
100%
100%
2 Cheap
Rental Cars
Limited
Car Plus K.K
100%
100%
New Zealand
Retail sales
New Zealand
Automotive financing
New Zealand
Vehicle procurement
New Zealand
Non trading
Japan
Vehicle procurement
Car Safety
NZ Limited
100%
New Zealand
Compliance testing

2 Cheap Cars Group Limited Page 15 Independent Adviser’s Report
3.3 Overview of 2CC’s Operations
2CC is a nationwide leading retailer of quality, affordable vehicles and offers
competitive third-party finance and insurance options.
The Company has 12 dealerships nationwide:
• Auckland (7)
• Hamilton
• Tauranga
• Palmerston North
• Wellington
• Christchurch.
The Company is one of New Zealand’s largest used vehicle retailers. It sold 8,367
vehicles in the 2023 financial year, accounting for a 4.5% market share.
With a vertically integrated supply chain, 2CC benefits from a Japanese-based team
who source, inspect and choose vehicles most suitable to the New Zealand market.
Once landed in New Zealand, vehicles arrive at the Company’s processing hub and
are groomed and serviced, undergo further mechanical checks for quality control,
photographed and dispatched to 2CC’s dealerships.
Gaining greater control over its supply chain by insourcing additional activities means
the Company reduces costs and gets vehicles online and onto yards faster.
2CC is in the process of transitioning its business model to focus solely on the vehicle
retail business. As a result, NZ Motor Finance Limited’s (2CC’s finance company’s)
loan book is now in ‘run down’ mode and 2CC will act as a finance agent going
forward.
3.4 Corporate Strategy
2CC’s mission is to develop on its promise – 2 Cheap Cars, driving better deals,
every day.
2CC’s corporate strategy focus is on:
• supply chain leadership
• retail footprint to win
• gross margin expansion
• digital to deliver
• customer experience.
3.5 Directors and Senior Management
The Board consists of 3 directors:
• David (Yusuke) Sena, non-independent executive director
• Gordon Shaw, independent non-executive director
• Michael Stiassny, independent non-executive chair.

2 Cheap Cars Group Limited Page 16 Independent Adviser’s Report
The Company’s senior management team consists of:
• Paul Millward, chief executive officer
• Angus Guerin, chief financial officer
• David (Yusuke) Sena, procurement and supply chain.
3.6 Capital Structure and Shareholders
2CC currently has 45,554,500 fully paid ordinary shares on issue held by 188
shareholders.
The names, number of shares and percentage holding of 2CC’s 10 largest
shareholders as at 8 August 2023 are set out below.

2CC’s 10 Largest Shareholders

Shareholder No. of Shares %

Sena Trustees 20,906,993 45.89%
Williams Trustees 13,679,934 30.03%
New Zealand Depository Nominee Limited 1,596,826 3.51%
Hobson Wealth Custodian Limited 1,160,000 2.55%
Citibank Nominees (New Zealand) Limited 1,017,491 2.23%
Accident Compensation Corporation 537,500 1.18%
Nicolas Purcell 500,000 1.10%
Austen Kyle 466,452 1.02%
Forsyth Barr Custodians Limited 293,133 0.64%
Ace Finance Limited 290,000 0.64%

Top 10 shareholders 40,448,329 88.79%
Others (178 shareholders) 5,106,171 11.21%

Total
45,554,500 100.00%

Source: Computershare

3.7 Financial Performance
A summary of 2CC’s recent financial performance is set out below.

Summary of 2CC Financial Performance

Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
Year to
31 Mar 23
(Audited)
$000

Revenue and income 66,125 65,956 82,737

Cost of sales (51,688) (51,680) (67,905)

Gross profit 14,437 14,276 14,832

Operating expenses (7,361) (8,612) (9,788)

EBITDA 7,076 5,664 5,044

Depreciation (1,972) (1,779) (2,134)

EBIT 5,104 3,885 2,910

Finance expenses (413) (689) (1,090)

Profit before income tax 4,691 3,196 1,820

Income tax expense (1,492) (602) (528)

Profit for the period

3,199 2,594 1,292

EBITDA: Earnings before interest, taxation, depreciation and amortisation
EBIT: Earnings before interest and taxation

Source: 2CC annual reports


Revenue consists mainly of the sale of vehicles, as well as finance and insurance
agent commissions and finance and interest income.

2 Cheap Cars Group Limited Page 17 Independent Adviser’s Report
Cost of sales mainly represent the costs associated with the purchase of vehicles.
The Company’s main operating expenses are:
• administrative expenses
• employee benefits
• advertising expenses
• property expenses.
3.8 Financial Position
A summary of 2CC’s recent financial position is set out below.

Summary of 2CC Financial Position

As at
31 Mar 21
(Audited)
$000
As at
31 Mar 22
(Audited)
$000
As at
31 Mar 23
(Audited)
$000

Current assets 24,309 24,905 17,451

Non current assets 10,115 12,698 11,371


Total assets 34,424 37,603 28,822

Current liabilities (13,808) (16,657) (6,570)

Non current liabilities (5,003) (5,833) (6,078)


Total liabilities (18,811) (22,490) (12,648)


Total equity
15,613 15,113 16,174

Source: 2CC annual reports

2CC’s current assets as at 31 March 2023 consisted mainly of:
• inventories – $8.4 million
• cash – $3.8 million
• prepayments – $2.6 million
• loan receivables – $1.8 million.
Non current assets as at 31 March 2023 consisted mainly of:
• right of use assets – $7.5 million
• loan receivables – $2.1 million
• property, plant and equipment – $1.3 million.
Current liabilities as at 31 March 2023 comprised mainly:
• trade and other payables – $2.7 million
• lease liabilities – $1.9 million.
Non current liabilities as at 31 March 2023 consisted of lease liabilities – $6.1 million.
The Company had equity of $16.2 million as at 31 March 2023, comprising:
• share capital – $39.3 million
• retained earnings – $12.9 million
• reserves – negative $36.0 million.

2 Cheap Cars Group Limited Page 18 Independent Adviser’s Report
3.9 Cash Flows
A summary of 2CC’s recent cash flows is set out below.

Summary of 2CC Cash Flows

Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
Year to
31 Mar 23
(Audited)
$000

Net cash inflow / (outflow) from operating activities 5,919 (2,497) 13,573

Net cash (outflow) from investing activities (157) (414) (167)

Net cash inflow / (outflow) from financing activities
742 (1,477) (13,506)

Net increase / (decrease) in cash held 6,504 (4,388) (100)


Opening cash balance 1,775 8,267 3,790


Effect of exchange rate (12) (89) 77

Closing cash balance
8,267 3,790 3,767

Source: 2CC audited annual reports

2CC incurred cash losses from its operations in the 2022 financial year due mainly
to the COVID-19 restrictions resulting in its dealership network being restricted from
fully operating for a total of 108 days.
2CC’s financing activities have included:
• $3.6 million raised in the 2021 financial year from the issue of ordinary shares
• $3.4 million raised in the 2022 financial year from trade finance advances
• $10.9 million paid in the 2023 financial year in respect of trade finance
repayments.
3.10 Share Price History
2CC’s shares listed on the NZX Main Board on 25 February 2021 at a price of $1.30.
Set out below is a summary of 2CC’s daily closing share price and monthly volumes
of shares traded from 25 February 2021
to 25 August 2023.

Source: NZX Company Research
During the period, 2CC’s shares traded between $0.23 and $1.30 at a VWAP of
$0.73.

2 Cheap Cars Group Limited Page 19 Independent Adviser’s Report
An analysis of 2CC’s recent VWAP, traded volumes and liquidity (measured as
traded volumes as a percentage of shares outstanding) up to 25 August 2023 is set
out below.

Share Trading up to 25 August 2023

Period
Low

($)
High

($)
VWAP

($)
Volume
Traded
(000)
Liquidity

1 month 0.43 0.68 0.52 268 0.6%

3 months 0.23 0.71 0.34 2,623 5.8%

6 months 0.23 0.71 0.33 3,221 7.1%

12 months 0.23 0.71 0.33 3,860 8.5%

Source: NZX Company Research

The analysis highlights the relatively thin trading in the Company’s shares. Only 8.5%
of the Company’s shares traded in the past year on 244 days.

2 Cheap Cars Group Limited Page 20 Independent Adviser’s Report
4. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
4.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the draft notice of annual meeting
• the ASP dated 28 July 2023
• the 2CC annual reports for the years ended 31 March, 2022 and 2023
• the 2CC FY23 results Presentation dated 29 May 2023
• the 2CC Listing Profile
• data in respect of 2CC from NZX Company Research and S&P Capital IQ.
During the course of preparing this report, we have had discussions with and / or
received information from the Non-associated Directors.
The Non-associated Directors have confirmed that we have been provided for the
purpose of this Independent Adviser’s Report with all information relevant to the
Share Acquisition that is known to them and that all the information is true and
accurate in all material aspects and is not misleading by reason of omission or
otherwise.
Including this confirmation, we have obtained all the information that we believe is
desirable for the purpose of preparing this Independent Adviser’s Report.
In our opinion, the information to be provided by 2CC to the Non-associated
Shareholders is sufficient to enable the Non-associated Directors and the
Non-associated Shareholders to understand all the relevant factors and to make an
informed decision in respect of the Share Acquisition.
4.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by 2CC and its advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of 2CC. We do not warrant that our enquiries would reveal any matter which
an audit, due diligence review or extensive examination might disclose.

2 Cheap Cars Group Limited Page 21 Independent Adviser’s Report
4.3 Disclaimer
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of 2CC will
be achieved. Forecasts are inherently uncertain. They are predictions of future
events that cannot be assured. They are based upon assumptions, many of which
are beyond the control of 2CC and its directors and management. Actual results will
vary from the forecasts and these variations may be significantly more or less
favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the notice of annual meeting
issued by 2CC and have not verified or approved the contents of the notice of annual
meeting. We do not accept any responsibility for the contents of the notice of annual
meeting except for this report.
4.4 Indemnity
2CC has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. 2CC has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.

2 Cheap Cars Group Limited Page 22 Independent Adviser’s Report
5. Qualifications and Expertise, Independence, Declarations and
Consents
5.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
5.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with 2CC, the Sena Associates or the
Williams Trustees or any conflicts of interest that could affect our ability to provide an
unbiased opinion in relation to the Share Acquisition.
Simmons Corporate Finance has not had any part in the formulation of the Share
Acquisition or any aspects thereof. Our sole involvement has been the preparation
of this report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
voting in respect of the Share Acquisition Resolution. We will receive no other benefit
from the preparation of this report.
5.3 Declarations
An advance draft of this report was provided to the Non-associated Directors for their
comments as to the factual accuracy of the contents of the report. Changes made to
the report as a result of the circulation of the draft have not changed the methodology
or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
5.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
included in the notice of annual meeting to be sent to the Non-associated
Shareholders. Neither the whole nor any part of this report, nor any reference thereto
may be included in any other document without our prior written consent as to the
form and context in which it appears.


Peter Simmons
Director
Simmons Corporate Finance Limited
28 August 2023