Notice of Annual Meeting

Dear Shareholder
On behalf of the Board and management, I am pleased
to invite you to MOVE Logistics Group Limited’s 2024
Annual Shareholders’ Meeting in Auckland. This will be
held both online and in person, to allow as many of our
shareholders as possible to join us.
The Board is undergoing a renewal and, in line with this,
Grant Devonport and Mark Newman will be stepping
down at the Meeting. We will take the opportunity to
thank them at the Meeting. Lachie Johnstone and Greg
Whitham are both standing for election this year, and
their elections are unanimously supported by the Board.
The Board believes that five directors is suitable for a
company of MOVE’s size and scale, and a recruitment
process has commenced to ensure an appropriate
balance of skills and experience.
Shareholders are also being asked to approve an
increase in MOVE’s new invoice financing facility. With
shareholder approval, the facility limit can increase
from $21 million to $25 million and will provide MOVE with
additional working capital flexibility.
Further information is enclosed in this Notice. If you cannot
attend the Meeting, we encourage you to lodge your
proxy vote, either online or by completing the attached
Proxy Form. The Chair of the Meeting, or any other
Director, is willing to act as proxy for any shareholder who
wishes to appoint him or her for that purpose. To do this,
enter ‘the Chair’ or the name of your proxy in the space
allocated in ‘Step 1’ of the Proxy Form or online.
At the Meeting, shareholders will be able to meet MOVE’s
new interim CEO, Paul Millward. Paul is leading the change
programme to reshape and strengthen our business,
improve financial performance and build shareholder
value. I look forward to introducing him to you.
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.
We look forward to welcoming you to the 2024 Meeting.
Julia Raue
Chair
Notice is hereby given that the 2024
Annual Meeting of Shareholders
of MOVE Logistics Group Limited
(the “Company” or “MOVE “) will be
held on Thursday 24 October 2024,
commencing at 3pm.
Venue:
MUFG Pension & Market Services
Level 30 PwC Tower
15 Customs Street West

Auckland 1010
Online:
www.virtualmeeting.co.nz/move24
NOTICE OF 2024
ANNUAL MEETING
OF SHAREHOLDERS

AGENDA
1. PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider, and if thought fit, pass the following ordinary resolutions:
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.
RESOLUTION 2: Under NZX Listing Rule 5.1.1(b), to approve an increase in the facility limit of the
Invoice Financing Facility (as defined in the Explanatory Notes of this Notice) between MOVE
and Pacific Invoice Finance to $25 million.
RESOLUTION 3: That Lachie Johnstone, who was appointed as a Director by the Board during
the year, be elected as a Director of the Company.
RESOLUTION 4: That Greg Whitham, who was appointed as a Director 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
8 October 2024

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. There are no voting restrictions
applicable to any of the resolutions being put to the
Meeting.
The Board unanimously supports all resolutions.
1. AUDITOR REMUNERATION
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 re-appointed as the Company’s
auditor.
The Board recommends shareholders vote
FOR this resolution.
2. APPROVAL OF INCREASE TO INVOICE FINANCING
FACILITY
As a result of the expiry of the existing financing
arrangement with ANZ Bank New Zealand Limited
(ANZ Bank) in March 2025 and the FY24 loss,
MOVE sought and obtained an amended funding
arrangement to allow flexibility and support in its
turnaround. MOVE has completed renewed funding
arrangements with ANZ Bank and entered into a
new debtor invoice funding agreement (Invoice
Financing Facility) with Pacific Invoice Finance.
The Invoice Financing Facility provides funding of
up to $21 million for a minimum 18-month term and,
if shareholders approve, could be extended up to
$25 million. MOVE has the support of ANZ Bank to
extend the tenure of its facility with ANZ Bank for
a further 12 months to 31 August 2025, alongside
amended covenants which are aligned with MOVE’s
expected performance. ANZ Bank also supports
MOVE entering into the Invoice Financing Facility.
Invoice Financing Facility
Pursuant to the terms of the Invoice Financing
Facility:
• the borrowers are MOVE Logistics &
Warehousing Limited, MOVE Freight Limited,
MOVE Specialist Lifting & Transport Limited, and
MOVE Oceans Limited (together, the Borrowers
and each a Borrower);
• the Borrowers assign unpaid invoices (accounts
receivable) as collateral to Pacific Invoice
Finance, to obtain immediate cash from Pacific
Invoice Finance;
• the Borrowers can draw down 80% of the value
of each approved debt, on request;
• each Borrower will grant Pacific Invoice Finance
a general security interest over all its assets,
including a first ranking interest in respect of all
receivables;
• ANZ Bank will grant Pacific Invoice Finance first
charge over the receivables of the Borrowers
pursuant to a deed of priority, with a priority
figure of $37.5 million;
• Pacific Invoice Finance will charge the Borrowers
a monthly administration fee of $17,500 (plus
GST);
• the interest rate payable by the Borrowers will
comprise a margin (currently 0.7%) and a base
rate (currently 11.25%); and
• either party may terminate the Invoice Finance
Facility, without cause, at any time after 18
months. The Borrowers’ notice period for doing
so is six months and Pacific Invoice Finance’s
notice period is 30 days; and
• Pacific Invoice Finance will only advance funds
against unpaid invoices that are “Approved
Debts”. Pacific Invoice Finance will classify a debt
as a “Non-Approved Debt” if it has not been paid
within 90 days of the last calendar day of the
month in which the invoice was issued and may
classify other unpaid invoices as “Non-Approved
Debts” if:
- a Borrower or the debtor under the invoice
have suffered an insolvency event;
- the debt, when aggregated with all other
debts of that relevant debtor, would amount
to 30% (percentage may be adjusted from
time to time) or more of all debts owing to
the Borrowers;
- the amounts owing and payable between
the Borrowers and Pacific Invoice Finance
exceed the facility limit; or
- a financing statement has not been
registered in respect of the relevant debt.
The key benefit of the Invoice Financing Facility
is the ability for MOVE to access cash when it is
invoiced, rather than paid.

ANZ Amended Facilities
The amended ANZ facilities include a term loan of
$11.6 million, $2.5 million overdraft, bank guarantees
totaling $8.7m, quarterly repayments of $1.25 million
re-commencing from March 2024 and amended
quarterly financial covenants as below:
• EBITDA actual > 85% of EBITDA Forecast on a YTD
basis;
• capital expenditure restricted to $1m in FY25;
and
• total ANZ exposure not greater than 50% of
Property Plant and Equipment value at all times
post introduction of debtor invoice financing.
MOVE is forecasting compliance with the amended
financial covenants until at least September 2025.
ANZ Repayment
As at 31 August 2024, MOVE’s bank debt was $36.0
million (inclusive of $9 million in bank guarantees).
The Invoice Financing Facility was settled on 25
September 2024. On 26 September 2024, MOVE
completed draw-down of $19.9m and repaid
$15.5m to ANZ Bank on 27 September 2024. The
remaining funds will be used for corporate and
working capital requirements.
Shareholder Approval
Shareholder approval is required under NZX Listing
Rule (Rule) 5.1.1(b) by way of an ordinary resolution,
to enable MOVE to access up to $25 million under
the Invoice Financing Facility.
Should shareholders not approve this Resolution,
MOVE will not be able to access a $25 million facility
limit and would proceed with the Invoice Financing
Facility but on the basis that it has a facility limit
of $21 million. This would restrict MOVE’s ability
to access cash and fulfil corporate and working
capital needs.
Rule 5.1.1(b) provides that, except with the prior
approval by an ordinary resolution, MOVE may
not enter into any transaction or related series
of transactions to acquire, sell, exchange, or
otherwise dispose of assets of MOVE in respect of
which the gross value is in excess of 50% of the
average market capitalisation of MOVE. For the
purposes of Rule 5.1.1(b), the Invoice Finance Facility
constitutes a sale of assets because invoices are
assigned to Pacific Invoice Finance. The full $25
million facility available to MOVE under the Invoice
Financing Facility exceeds 50% of the average
market capitalisation of MOVE as at 28 August 2024
(being the date MOVE advised shareholders on the
NZX it was in the process of entering to the Invoice
Finance Facility with Pacific Invoice Finance).
For completeness, entry into the Invoice Financing
Facility does not constitute a “major transaction” for
the purposes of section 129 of the Companies Act
1993.
The Board recommends shareholders vote
FOR this resolution.
3 AND 4. DIRECTOR ELECTIONS
Rule 2.7.1 requires 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. Lachie
Johnstone and Greg Whitham were appointed to
the Board during the year and accordingly, are
standing for election by shareholders.
LACHIE JOHNSTONE
Appointed 1 March 2024
Independent Director
Lachie is an experienced director, with current
directorships including Chair of CentrePort
and Jenkins Group. Previously, he was Chair of
Farmlands Co-operative Society for sixteen years
alongside a number of other governance roles.
He has extensive commercial and Chair/Director
experience across the logistics, port, agriculture,
horticulture and education sectors including
chairing People & Remuneration, Audit & Risk and
Health Safety & Wellbeing board sub-committees.
The Board has determined that Lachie is an
Independent Director.
The Board recommends shareholders vote
FOR this resolution.
GREG WHITHAM
Appointed 8 March 2024
Director
Greg Whitham was one of the original founding
partners of the MOVE group and was Chief
Financial Officer from 1996. He was part of the
executive team who, over many years, built
enduring customer relationships and expanded
the scale of MOVE and the services it offers. He
retired from the company in 2019, following its
successful transition to a listed company. The
Board has determined that Greg is a non-executive,
non-independent director, as he is a substantial
shareholder.
The Board recommends shareholders vote
FOR this resolution.

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, MUFG Corporate Markets (formerly Link
Market Services) at:
http://www.virtualmeeting.co.nz/move24.
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 Meeting Guide, which is available at:
https://bcast.linkinvestorservices.co.nz/MUFG/
MUFG_VirtualMeetingGuide.pdf
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual
Meeting are registered shareholders of the
Company at 3pm on Tuesday 22 October 2024 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 MUFG Corporate
Markets (formerly 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 3pm on Tuesday
22 October 2024 (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 MUFG Corporate Markets
(formerly 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 3pm on
Tuesday 22 October 2024.
PRESENTATIONS
The Chair and Management presentations from
the 2024 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 MUFG
Corporate Market (formerly 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 MUFG
Corporate Markets using the phone details set out
in the accompanying Proxy/Voting Form.
NZ REGCO NO OBJECTION
This Notice of Meeting has been reviewed by NZX
Regulation Limited (NZ RegCo). NZ RegCo has
confirmed it has no objection to this Notice of
Meeting but takes no responsibility for the contents
of this Notice.

---

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: MUFG Corporate Markets
MUFG Corporate Markets 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 2024 ANNUAL MEETING

MOVE Logistics Group Limited (“Company” or ”MOVE””) Annual Meeting of Shareholders will be held at MUFG Pension & Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland, on Thursday, 24 October 2024 commencing at 3pm. Shareholders are also able to attend the Annual
Meeting online via the MUFG Corporate Markets (formerly Link Market Services) Virtual Meeting platform at www.virtualmeeting.co.nz/move24. 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, MUFG Corporate Markets (formerly Link Market Services Limited), by no later than 3pm on Tuesday, 22
October 2024. 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 MUFG Corporate Markets (formerly Link Market Services Limited), in any manner as
per the instructions above, not later than 3pm on Tuesday, 22 October 2024.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of MOVE Logistics Group Limited

appoint __________________________________________of _________________________________________________
(full name of proxy) (e-mail address)
or failing that person __________________________________________of _________________________________________________
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday, 24 October 2024, at 3pm
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.

Under NZX Listing Rule 5.1.1(b), to approve an increase in the facility limit of the
Invoice Financing Facility (as defined in the Explanatory Notes of this Notice)
between MOVE and Pacific Invoice Finance to $25 million.

   
3.
That Lachie Johnstone, who was appointed as a Director by the Board during
the year, be elected as a Director of the Company.
   
4.

That Greg Whitham, who was appointed as a Director 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 MUFG Corporate Markets (formerly Link Market Services).
Questions will need to be submitted by 3pm on Tuesday, 22 October 2024. 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: