2 Cheap Cars Group Limited logo

Notice of Annual Meeting 2025

AGM28 August 20252CCFinancials

Notice is hereby given that the 2025
Annual Shareholders’ Meeting of 2 Cheap

Cars Group Limited (2CC or the Company)

will be held on 26th September 2025,

commencing at 10:00am.

ONLINE VENUE

https://meetnow.global/nz

NOTICE OF

2025 ANNUAL

SHAREHOLDERS’

MEETING

DRIVING


BETTER


DEALS



EVERY DAY

2
Notice of 2025 Annual Shareholders’ Meeting

The 2 Cheap Cars Group Limited’s Board invites you to participate in its 2025

Annual Shareholders’ Meeting (ASM).

As a Board, we are mindful of the need to make prudent decisions that deliver value to all

shareholders. While we acknowledge there are advantages in holding in person shareholder

meetings, the costs are increasingly prohibitive and are difficult to justify.

We have therefore decided that this ASM will be held online. We warmly encourage you all to join us

at https://meetnow.global/nz on Friday 26th September at 10:00am to learn about your Company’s

results, plans and ambitions.

Michael Stiassny Chair

DEAR SHAREHOLDER

1. Company presentation

2. Shareholder questions

3. Resolutions

4. General business

The formal resolutions of the meeting are to consider and, if thought fit, to pass the

following ordinary resolutions:

RESOLUTION 1

That Michael Stiassny be re-elected as a Director of 2 Cheap Cars Group Limited.


RESOLUTION 2

That Gordon Shaw be re-elected as a Director of 2 Cheap Cars Group Limited.

RESOLUTION 3

That the Board be authorised to fix the Auditor’s fees and expenses.


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 information contained in the explanatory notes which follow.

By order of the Board.

ITEMS OF BUSINESS

3
Notice of 2025 Annual Shareholders’ Meeting

EXPLANATORY NOTES

Note 2. Resolution 1 – Re-election of Michael Stiassny

Note 1. Shareholder questions

The Board has determined that Michael Stiassny is an independent Director and unanimously

supports his re-election.

In accordance with 2CC’s constitution and NZX Listing Rule 2.7.1, no director may hold office (without re-

election) past the third annual meeting following the director’s appointment or re-election, or for three years

after that time, whichever is longer. Mr Stiassny is retiring by rotation and offers himself for re-election.

Michael Stiassny

Independent Director | Chair

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

Gordon Shaw

Independent Director

The Board has determined that Gordon Shaw is an independent Director and unanimously supports

his re-election.

Note 3. Resolution 2 – Re-election of Gordon Shaw

In accordance with 2CC’s constitution and NZX Listing Rule 2.7.1, Mr Shaw is retiring by rotation and offers

himself for re-election.

Michael has extensive business, financial, strategic advisory

and governance experience. He is currently Chairman of Tower

Limited, Being AI Limited and Momentum Life Limited. He

is also a Director of Tegel Group Holdings Limited, and New

Talisman Gold Mines Limited.

With a keen interest in ensuring the justice system is accessible

to everyone, Michael is a Director of leading New Zealand

litigation funder, LPF Group Limited. He also dedicates

significant time to start ups and championing entrepreneurship

through his involvement in Founders Advisory. Michael holds

both Commerce and Law degrees f rom the University of

Auckland and is a Chartered Fellow and past President of the

Institute of Directors.

Gordon is a professional director and business advisor with

over 20 years’ management and governance experience in

the commercial transport, vehicle retail and regulatory, and

government sectors both in New Zealand and overseas.

Gordon is currently an Independent Trustee of the Nelson Bays

Primary Health Trust, Chair of ProMed HR NZ Ltd. He is also a

chartered member of the New Zealand Institute of Directors and a

committee member of the Institute’s Nelson Marlborough branch.

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.

4
Notice of 2025 Annual Shareholders’ Meeting

FURTHER INFORMATION

Entitlement to vote

All persons on 2CC’s register of shareholders as the holders of shares at 5pm on 24 September 2025 will be

entitled to vote on the resolutions at this ASM.

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 online via the Computershare Meeting Platform https://meetnow.global/nz.

Full details are included in the Online Meeting Guide on page 5.

(b) 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 ASM to act as proxy. A body

corporate which is a shareholder may appoint a representative to attend the ASM 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 ASM commencement

(being 10:00am on Wednesday 24th September 2025).

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 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 (subject to any voting prohibitions), and any discretion granted on how to vote will be voted

in favour of the relevant resolutions.

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

start of the meeting.

You may return your completed proxy form by delivering it to Computershare Investor Services using one of

the following methods:

Online at: www.investorvote.co.nz

Mail to: Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New Zealand

Scan and email to: corporateactions@computershare.co.nz

Results

Following the ASM, the results will be posted at https://www.2cheapcars.co.nz/investors/announcements and

on www.nzx.com.

The Board unanimously recommends that shareholders vote in favour of Resolution 3.

Note 4. Resolution 3 – Auditor’s fees and expenses

UHY Haines Norton, Sydney, is automatically reappointed as Auditor under section 207T of the Companies

Act 1993. This resolution authorises the Board under section 207S of the Companies Act 1993 to fix the

remuneration of the auditor.

EXPLANATORY NOTES CONT.

5
Notice of 2025 Annual Shareholders’ Meeting

How to participate in virtual/hybrid meetings

Attending the meeting online

Our online meeting provides you the opportunity to participate using your smartphone,

tablet or computer.

If you choose to attend 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’.

Need assistance? If you have any issues accessing the website please call +64 9 488 8700

6
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 E-Mail

corporateactions@computershare.co.nz

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

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 (subject to any voting prohibitions), and any discretion

granted on how to vote will be voted in favour of the relevant resolutions.

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 online at

https://meetnow.global/nz. Further details of how to attend online can be found in

the Virtual Meeting Guide enclosed.

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 by 10.00am on Wednesday, 24 September 2025.

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 online at https://meetnow.global/nz on Friday, 26 September 2025 at 10.00am 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/herof

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.

Proxy

Discretion

Ordinary Resolutions:

1.

That Michael Stiassny be re-elected as a Director of 2 Cheap Cars Group Limited.

2.

That Gordon Shaw be re-elected as a Director of 2 Cheap Cars Group Limited.

3.

That the Board be authorised to fix the Auditor’s fees and expenses.

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)

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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