Notice of Annual Meeting 2025
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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