MOVE Logistics Group Limited logo

Notice of Annual Meeting

AGM21 September 2023MOVIndustrials

NOTICE OF 2023
ANNUAL MEETING OF

SHAREHOLDERS

Dear Shareholder

On behalf of the Board and management, I

am pleased to invite you to MOVE Logistics

Group Limited’s 2023 Annual Shareholders’

Meeting in Christchurch. This will be held

both online and in person, to allow as many

of our shareholders as possible to join us.

At the Meeting, shareholders will be able to

meet MOVE’s new CEO, Craig Evans. Under

Craig’s leadership, MOVE has commenced

Project Blueprint, a 12 – 18 month dual

pathway programme to reshape and

strengthen the business, and drive growth.

This will create a strong launch pad to

support our future ambitions, with a more

efficient, higher margin business model, that

capitalises on MOVE’s strengths.

I would like to take this opportunity to

acknowledge and thank outgoing Director,

Danny Chan, who is stepping down at the

end of the Meeting. Danny joined the Board

when MOVE first listed in 2017 and has

provided valued governance and advice as

the company has evolved.

If you elect to attend the Meeting virtually,

you will be able to watch the Meeting live,

vote and ask questions online.

We encourage shareholders to receive

communications from MOVE by email.

This ensures you receive communications

in a timely manner, saves money and is

better for the environment. To sign up for

email communications, please follow the

instructions on page 2 of the Proxy Form.

If you cannot attend, we encourage you

to complete and lodge the proxy form in

accordance with the instructions on the

back of that form.

We look forward to welcoming you to the

Meeting.

Lorraine Witten

Chair

Notice is hereby given that the 2023 Annual Meeting

of Shareholders of MOVE Logistics Group Limited

(the “Company” or “MOVE“) will be held on

Wednesday 25 October 2023, commencing at 2:30pm.

Venue: Balmerino Room

Riccarton Park Function Centre

Main Club Grandstand (Gate 4)

165 Racecourse Rd, Broomfield

Christchurch

Online: www.virtualmeeting.co.nz/move23

If the Company is prevented from being able to hold the

Annual Meeting in person on the Meeting Date for any reason,

shareholders will only be able to join the meeting online at

www.virtualmeeting.co.nz/move23. When participating online,

shareholders will require their shareholder number, found on the

enclosed proxy form, for verification purposes. MOVE will provide

shareholders with as much notice as is reasonably practicable by

way of an announcement to the NZX and on MOVE’s website.

AGENDA
1. PRESENTATIONS

2. SHAREHOLDER DISCUSSION

3. RESOLUTIONS

To consider and, if thought fit, pass the following ordinary resolutions:

AUDITOR’S REMUNERATION

RESOLUTION 1: To record the re-appointment of PricewaterhouseCoopers

as the Company’s auditor and to authorise the Directors to fix the auditor’s

remuneration for the ensuring year.

DIRECTOR ELECTION

RESOLUTION 2: That Julia Raue, who was appointed by the Board during the

year, be elected as a Director of the Company.

Further information relating to the Resolutions is set out in the Explanatory

Notes.

4. OTHER BUSINESS

The Board of MOVE invites attendees to join them for light refreshments at the end of

the Meeting.

By Order of the Board of Directors

Lee Banks

Authorised Officer

22 September 2023

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. All resolutions are

Ordinary Resolutions and require approval by a simple majority (greater than 50%) of the votes of those

shareholders entitled to vote and voting on the resolution.

The Board unanimously recommends that shareholders vote in favour of Resolutions 1 and 2.

RESOLUTION 1: FIX THE REMUNERATION OF THE AUDITOR

The Companies Act 1993 requires the Company to appoint an auditor and provides that the fees and

expenses of an auditor appointed at an Annual Meeting can be fixed in the manner determined at that

Meeting. Section 207S of the Companies Act 1993 provides that the remuneration of the auditor is to be fixed

in such a manner as the company determines at the Meeting. The Board proposes that, consistent with

commercial practice, the auditor’s remuneration should be fixed by the Directors.

The resolution authorises the Board to fix the auditor’s remuneration. PriceWaterhouseCoopers is

automatically reappointed as the Company’s auditor.

RESOLUTION 2: ELECTION OF JULIA RAUE AS A DIRECTOR

The Listing Rules require that any person who is appointed as a Director by the Board shall retire from office

at the next Annual Shareholders’ Meeting but shall be eligible for election at that Meeting. Julia Raue was

appointed to the Board during the year and accordingly, is standing for election by shareholders.

The Board has determined that Julia is an Independent Director. In order for a Director to be independent,

the Board must determine that he or she is not an executive of MOVE and has no disqualifying relationship

or interests, including relationships or interests of the kind listed in Table 2.4 of the NZX Corporate

Governance Code.

JULIA RAUE

APPOINTED: 3 May 2023

BOARD ROLES: Independent Director, member of the Governance and Remuneration Committee

Julia has a strong background in business transformation and digital change and was Chief Information

Officer at Air New Zealand for nine years, winning a number of global Awards during that time, including NZ

CIO of the year. She has significant governance experience across a variety of sectors, including current

directorships with Southern Cross, The Warehouse Group, Jade Software and Global Women. Previously Julia

has been a director of Z Energy and TVNZ.

IMPORTANT INFORMATION

Shareholders will be able to attend the Meeting in person, or, alternatively, will be able to attend and

participate at the Meeting virtually via an online platform provided by MOVE Logistics Group’s share registrar,

Link Market Services at http://www.virtualmeeting.co.nz/move23.

Shareholders attending and participating in the Meeting virtually via the online platform will be able to

vote and ask questions during the Meeting. More information regarding virtual attendance at the Meeting

(including how to vote and ask questions virtually during the Meeting) is available in the Virtual Annual

Meeting Online Portal Guide, which is available at https://bcast.linkinvestorservices.co.nz/generic/docs/

OnlinePortalGuide.pdf

Resolutions 1 and 2 are Ordinary Resolutions and require approval by a simple majority (greater than 50%)

of the votes of those shareholders entitled to vote and voting on the resolution.

ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual

Meeting are registered shareholders of the

Company at 2:30pm on Monday 23 October

2023 and only the shares registered in those

shareholders’ names at the time may be voted at

the Annual Meeting.

Voting can be done in three ways:

• By attending the Annual Meeting and submitting

your vote;

• By appointing a proxy to vote on your behalf at

the Meeting;

• or by participating in the Meeting virtually and

voting.

PROXIES AND CORPORATE REPRESENTATIVES

Any shareholder who is entitled to vote at the

Annual Meeting may appoint a proxy (or in the case

of a corporate shareholder, a representative) to

attend and vote on their behalf. A proxy does not

have to be a shareholder in the Company.

The Chair and the Directors offer themselves as

proxy to shareholders and, if given discretion, will

vote in favour of the resolutions.

A shareholder wishing to appoint a proxy can do

so by completing the accompanying Proxy/Voting

Form and returning it by mail to Link Market Services

Limited; or appointing a proxy online at:

https://vote.linkmarketservices.com/MOV in

accordance with the instructions set out in the

accompanying Proxy/Voting Form.

Proxy forms must be received by 2:30pm on

Monday 23 October 2023 (being 48 hours before

the time for holding the Annual Meeting).

If you appoint a proxy, you may either direct your

proxy how to vote for you or you may give your

proxy discretion to vote as she/he sees fit. If you

wish to give your proxy discretion, you must mark

the appropriate boxes to grant your proxy that

discretion. If you return this form without directing

the proxy how to vote on any particular matter, the

proxy may vote as she/he thinks fit or abstain from

voting.

If, in appointing a proxy, you do not name a person

as your proxy (either online or on the Proxy/Voting

Form that is lodged with Link Market Services

Limited) or your named proxy does not attend the

Meeting, the Chair of the Meeting will be your proxy

and may only vote in accordance with your express

direction.

Please see the Proxy/Voting Form for further details

and instructions.

QUESTIONS

The Company offers a facility for shareholders to

submit questions to the Board in advance of the

Annual Meeting. Questions should be relevant

to matters at the Annual Meeting, including

matters arising from the financial statements,

general questions regarding the performance of

the Company, and questions which relate to the

resolutions. The Company has the discretion as to

which of these questions will be addressed at the

Annual Meeting.

There will also be the opportunity for shareholders

to ask questions online or in person during the

Meeting.

If you cannot attend the Annual Meeting but would

like to ask a question, you can submit a question

online by going to: https://vote.linkmarketservices.

com/MOV and completing the online validation

process or complete the question section on the

accompanying Proxy Form.

Questions will need to be submitted by 2:30pm on

Monday, 23 October 2023.

PRESENTATIONS

The Chair and Management presentations from the

2023 Annual Meeting will be released to the NZX and

ASX and published on the Company website at the

link set out below. A summary of the proceedings

will be available as soon as practicable following

the close of the Annual Meeting on the Company

website at https://www.movelogistics.com/

investors/shareholder-meetings.

SHAREHOLDER REPORTS

A copy of MOVE’s latest Shareholder Reports are

publicly available, and copies of future Shareholder

Reports (including for the current accounting

period) will be available, on MOVE’s website at:

https://www.movelogistics.com/investors/

shareholder-reports.

You may, at any time, request a free copy of the

most recent and future Shareholder Reports. If

you wish to request a free copy, please update

your communication preferences by visiting the

Link Investor Centre at: https://investorcentre.

linkmarketservices.co.nz.

Alternatively, your request can be emailed to

operations@linkmarketservices.co.nz (Please use

“MOVE Logistics Group Report” as the subject line for

easy identification) or by contacting Link using the

phone details set out in the accompanying Proxy/

Voting Form.

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LODGE YOUR PROXY
Online:

https://vote.linkmarketservices.com/MOV

Scan & email: Mail:

meetings@linkmarketservices.com Use the enclosed reply paid

envelope or address to:

Deliver: Link Market Services Limited

Link Market Services Limited PO Box 91976

Level 30, PwC Tower, Victoria Street West

15 Customs Street West, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online



General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com



PROXY FORM/ADMISSION CARD FOR MOVE LOGISTICS GROUP LIMITED’S 2023 ANNUAL MEETING


MOVE Logistics Group Limited (“Company” or ”MOVE””) Annual Meeting of Shareholders will be held at Balmerino Room, Riccarton Park Function Centre,

Main Club Grandstand (Gate 4), 165 Racecourse Rd, Broomfield, Christchurch, on Wednesday, 25 October 2023 commencing at 2:30pm. Shareholders

are also able to attend the Annual Meeting online via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/move23. If

you will be attending online, you will require your Holder Number for verification purposes.


If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions

above) to MOVE Logistics’ share registry, Link Market Services Limited, by no later than 2:30pm on Monday, 23 October 2023. You can also appoint

your proxy and vote on the resolutions on the reverse of this form online by going to https://vote.linkmarketservices.com/MOV or by scanning the QR code

above with your smartphone.


Appointment of proxy

If you are a shareholder entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy or, in the case of a corporate shareholder,

a representative to attend and vote instead of you. This Proxy Form may be completed online, mailed, delivered or scanned and emailed in accordance

with the instructions above. A proxy can be any person of your choice and does not have to be a shareholder of MOVE Logistics Group Limited. If you

wish, you can appoint the Chair of the Meeting as your proxy. The Chair will vote in accordance with your instructions. If the Chair is not instructed how

to vote, they intend to vote in favour of each resolution. If you do not name a person as your proxy or your named proxy does not attend the meeting, the

Chair of the Meeting will be your proxy and may only vote in accordance with your express instructions.


Voting of your holding

Direct your proxy how to vote by making the appropriate election in respect of each item of resolutions. If you elect “discretion” on any resolution, you are

directing your proxy or representative to decide how to vote on that resolution on your behalf. If you elect “abstain” box on any resolution, you are directing

your proxy or representative not to vote on that resolution. If you make more than one election in respect of a resolution your vote will be invalid on that

resolution. If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from

voting. If you mark more than one box on an item, your box will be invalid on that item.


Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A

corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.

That person need not also be a shareholder.


Signing instructions for proxy forms

Individual

Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.

Joint Holding

At least one joint shareholder should sign this form (on behalf of all joint shareholders). If different joint shareholders purport to appoint different proxies,

the vote of the proxy appointed by the first named joint shareholder will prevail.

Power of Attorney

This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary

Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the instructions above, not later

than 2:30pm on Monday, 23 October 2023.

Corporate Shareholder

In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied

authority of the shareholder, or an attorney duly authorised by the shareholder.






PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder(s) of MOVE Logistics Group Limited


appoint __________________________________________of _________________________________________________

(full name of proxy) (e-mail address)

or failing that person __________________________________________of _________________________________________________

(full name of proxy) (e-mail address)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Wednesday, 25 October 2023, at 2:30pm

and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: for each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf

during a poll and your votes will not be counted in computing the required majority for that item.

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions:


Tick (✓) in box to vote

ORDINARY RESOLUTIONS For Against Abstain Discretion

1.

To record the re-appointment of PricewaterhouseCoopers as the Company’s auditor and

to authorise the Directors to fix the auditor’s remuneration for the ensuring year.


   

2.

That Julia Raue, who was appointed by the Board during the year, be elected as a

Director of the Company.

   





and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or

any adjournment thereof). Unless otherwise instructed as above, the proxy will vote as he/she thinks fit or abstain from voting on each such resolution.

The proxy is appointed only in respect of the above meeting or any adjournment thereof.


STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting, in person or Virtually, will have the opportunity to ask questions during the meeting. If you cannot attend the

Annual Meeting but would like to ask a question, you can submit a question online by going to https://vote.linkmarketservices.com/MOV and completing

the online validation process or complete the question section below and return to Link Market Services. Questions will need to be submitted by 2:30pm

on Monday, 23 October 2023. MOVE has the discretion as to which of these questions will be addressed at the Annual Meeting.







SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Shareholder 1 Shareholder 2 Shareholder 3


Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney Individual/Authorised Officer or attorney

Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ______________

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor

communications by email please provide your email address below.

Question:

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Tēnā koutou shareholders,
On behalf of the Board, I am pleased to advise that the MOVE Logistics Group Annual Report

for the year ended 30 June 2023 (FY23) is available to view on our website, along with the FY23

results announcement and Investor presentation, at https://www.movelogistics.com/investors.

We remain committed to delivering exceptional value to our customers, nurturing our talented

team, and ensuring the long-term success and prosperity of our company.

Following the appointment of Craig Evans as CEO in February 2023, an indepth business

review was conducted. In late FY23, we embarked on Project Blueprint, a 12 to 18 month dual

pathway programme to reshape and strengthen our business, and drive organic growth. Our

focus remains on embedding change, improving productivity, driving revenue and delivering

customer service excellence.

Businesses are telling us they want a strong alternative in the market; a provider who is

focused on New Zealand customers, with a breadth of product and service capability, and who

can move quickly to deliver a solution that is tailored to their needs. MOVE is well positioned to

meet their expectations.

We look forward to welcoming you to the MOVE Logistics Group Annual Shareholders’ Meeting

at 2:30pm on Wednesday 25 October 2023 in Christchurch.

We thank our shareholders for your ongoing support and trust in our abilities. Together, we will

continue moving the dial as we unlock our potential and chart a clear path toward long-term

profitability and shareholder value.

Lorraine Witten

Chair

FY23 at a glance.
Continuing to reshape and strengthen our business as we look to

unleash our potential.

FY23 sales revenue of $343.9m and Normalised EBITDA

1

of $47.4m reflects investment in future

growth initiatives, moderating consumer demand in response to economic conditions, the

ongoing Freight improvement programme and weather events.

All businesses, excluding Freight, delivered revenue gains, with Contract Logistics, MOVE’s largest

division, delivering a solid year on year performance, helping to offset a soft result from the

Freight division.

Investment in future growth includes MOVE’s new trans-Tasman shipping service, fleet

upgrades, technology and talented people.

Our focus is on organic growth and increasing our share of higher value, higher margin

business. We are investing in and expanding our core competencies, and are looking to work in

partnership with best-in-class providers to ensure the optimal solution for our customers. This

will help us grow while preserving our capital.

We are building our multimodal offer, with the launch of the new Oceans trans-Tasman

shipping service and increased collaboration across the group to create a one stop shop for

end to end supply chain solutions. The Specialist division was welcomed back into the group

following review.

The digital transformation is continuing with the successful pilot of the new transport

management system (FuseIT) and investment in hardware.

The leadership team has been refreshed with the appointment of Craig Evans as CEO from

February 2023, as well as new leadership of our Freight business, a new GM People & Culture,

and the appointment of a National Sales Manager who will start with MOVE in October.

Project Blueprint initiatives already in play are delivering early benefits, including improved

cost disciplines, stronger leadership across the business and a continuing transition from silo

businesses to a unified group which allows us to better service our customers and enhances our

end to end supply chain solution.

1

Normalised EBITDA excludes non-trading adjustments of $1.7m pre-tax related to restructuring and resetting the business as part

of the strategic plan. Further details and reconciliation included in appendix to the FY23 Results presentation.

INCOME

$

347.7M

FY22: $364.0M

NORMALISED EBITDA


$

47.4M

FY22: $56.2M

NORMALISED EBIT


$

3.9M

FY22: $11.5M

NLAT


$

(7.2)M

FY22: $(4.2)M

LTIFR


14.72

FY22: 15.81

CAPEX


$

19.5M

FY22: $5.7M

GEARING


17.2%

FY22: 22.3%

FREE CASHFLOW


$

35.4M

FY22: $45.1M

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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