Notice of Annual Meeting 2021

Notice of Annual Meeting
of Shareholders 2021

The 2021 Annual Meeting of NZ
Automotive Investments Limited (NZAI)
will be held on the 25th of August 2021,
commencing 4:00pm at:
Ellerslie Events Centre
Pakuranga Hunt Room
Level 2, Ellerslie Stand,
100 Ascot Avenue,
Ellerslie,
Auckland 1050
Dear Shareholder

1. Chair’s address
2. Chief Executive Officer’s Presentation
3. Shareholder Questions
To consider any shareholder questions submitted prior to
the Annual Meeting (to the extent these questions have
not already been addressed in the Chair’s Address and
the Chief Executive Officer’s Presentation).
For further details, see Explanatory Note 1.
4. Ordinary Resolutions
To consider and, if thought fit, pass the following Ordinary
Resolutions, requiring approval by a simple majority of
the votes of shareholders entitled to vote and voting:
4.1. Auditors Remuneration
Resolution 1: That the Board be authorised to fix the
auditor’s remuneration.
For further details, see Explanatory Note 2.
4.2. Election of Directors
Resolution 2: That Karl Smith, Chairman,
be re-elected as a director of NZAI.
Resolution 3: That David (Yusuke) Sena
be re-elected as a director of NZAI.
Resolution 4: That Eugene Williams
be re-elected as a director of NZAI.
For further details, see Explanatory Note 3.
5. General Business
To consider any other business that can be properly
brought before the meeting.
Further Information and 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.
Items of Business
Attendance and Voting
Your rights to vote may be exercised by:
(a) Attending and voting in person; or
(b) Appointing a proxy (or representative) to attend
and vote in your place. The proxy need not be a
shareholder of NZAI and the form of appointment of a
proxy and voting instructions accompany this Notice
of Meeting.
You can appoint a proxy online or complete and
send the Proxy Voting Form (enclosed with this
Notice of Meeting) by post, or email (as a scanned
attachment) so that it is received by Computershare
Investor Services Limited by no later than 48 hours
before the time for holding the Annual Meeting.
Contingency due to COVID-19 lockdown
In the event of a COVID-19 related event that impacts the
shareholders, ability to gather at the venue or if the board
considers it inappropriate due to Auckland being in a
lockdown situation, then the meeting will be held virtually
and a live stream of the AGM will be made available to
the shareholders. Refer to Explanatory Note 5
When you are attending the meeting, please “check in”
using the COVID-19 tracer app. If you are unwell or are in
close contact with someone who is unwell, please do not
attend the meeting.
I look forward to seeing you at the Annual Meeting and
thank you for your ongoing support.
By order of the Board.
Karl Smith
Chair
27th July 2021
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Note 1 – Shareholder Questions
Shareholders may submit written questions to be
considered at the Annual Meeting. Written questions
should be sent by post to Haydn Marks, CFO - Annual
Meeting, NZ Automotive Investments Limited, 17 Levene
Place, Mt Wellington, Auckland 1060 or by email to
haydnmarks@nzautomotiveinvestments.co.nz. NZAI
reserves the right not to address any questions that, in
the Board’s opinion, are not reasonable to address in the
context of an Annual Meeting, or any question received
fewer than 5 working days prior to the Annual Meeting.
Note 2- Auditor’s Remuneration
Resolution 1
Grant Thornton is automatically reappointed as auditor
under section 207T of the Companies Act 1993. This
resolution authorises the Board to fix the fees and
expenses of the auditor under section 207S of the
Companies Act 1993.
Note 3 – Election of Directors
Resolutions 2, 3 and 4
This is the first annual meeting for NZAI since it became
an issuer (as that term is defined in the NZX Listing
Rules). In accordance with NZAI’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.
Three of the longest serving directors, Karl Smith, David
(Yusuke) Sena and Eugene Williams have elected to
retire at the Annual Meeting and seek re-election.
To be appointed as a director, a candidate must be
approved by Ordinary Resolution, which means a
simple majority of the votes cast on the resolution for
appointment of the candidate must be in favour of the
resolution.
The Board has determined that:
1.Karl Smith qualifies as an independent director, and
unanimously supports his re-election; and

2.David (Yusuke) Sena and Eugene Williams are not
independent Directors. The Board believes that Mr Sena
and Mr Williams bring valuable experience appropriate
to NZAI which would not otherwise be represented and
unanimously support their re-election.
The Board recommends that shareholders vote in favour
of resolutions 2, 3 and 4.
Explanatory Notes
The candidates biographical information is set out below:
Karl Smith, CHAIRMAN, INDEPENDENT DIRECTOR:
Karl is a professional independent director who has
over 40 years’ extensive executive and governance
experience. His current directorships include Hamilton
Jet, FortHill Property Limited (Chair) and VetNZ Limited.
Karl previously held directorships in Ports of Auckland,
Lyttleton Port Company, Hall’s Group Limited and the
Crusaders Franchise Limited. Prior to becoming a
professional director, Karl served as Chief Executive
Officer of Gough Group Limited and previously held
senior executive positions in PDL Holdings, Progressive
Enterprises, Crane Group and Citibank N.A. Karl
was appointed as Director and Chairman of NZAI in
September 2020. Karl holds a Bachelor of Commerce
from the University of Canterbury, is a graduate of the
Advanced Management Program at Harvard Business
School, is a Fellow of Chartered Accountants Australia
and New Zealand and is a chartered member of the
Institute of Directors.
David (Yusuke) Sena EXECUTIVE DIRECTOR, CO-
FOUNDER:
David founded NZAI’s operating subsidiary 2 Cheap
Cars Limited (2CC) in 2011 with Eugene Williams. He is
responsible for all procurement and supply chain aspects
of 2CC including compliance, re-conditioning, and
logistics. David was born in Japan and migrated to New
Zealand in 1996. David has been influential in developing
and maintaining relationships with vehicle suppliers. He
has been a Director of NZAI since its inception.
2

Eugene Williams EXECUTIVE DIRECTOR, CO-
FOUNDER:
Prior to founding 2CC in 2011 with David Sena, Eugene
had been a successful business owner in the education
and FMCG sectors. Eugene is responsible for sales and
marketing and overall strategy of NZAI. He has been a
Director of NZAI since its inception.
Note 4 – Voting by Proxy
Any shareholder who is entitled to vote at the Annual
Meeting may appoint a proxy to attend and vote on their
behalf. A shareholder wishing to appoint a proxy should
complete and return the Proxy Voting Form (enclosed
with this Notice of Meeting) in the manner specified on
the Proxy Voting Form so that the form is received by
Computershare Investor Services Limited no later than 48
hours before the time for holding the Annual Meeting. A
proxy need not be a shareholder of NZAI. The Chair of the
meeting is willing to act as proxy for any shareholder who
may wish to appoint him for that purpose. The Chair will
vote as directed on any resolutions, and intends to vote
any discretionary proxies in accordance with the Board
recommendations, being in favour of resolutions 1, 2, 3
and 4 (to the extent permitted by the NZX Listing Rules
and NZAI’s constitution).
To direct your proxy how to vote on the resolutions, you
should tick the appropriate box on the Proxy Voting Form.
If you appoint a proxy but do not tick one of the boxes in
relation to a resolution, you will be deemed to have granted
your proxy the discretion to cast your votes as he or she
decides. In so doing you acknowledge that the proxy may
exercise your right to vote even if he or she has an interest
in the outcome of the resolutions (provided that interest
does not disqualify him or her from voting under the NZX
Listing Rules).
If, in appointing a proxy, you have inadvertently not named
someone to be your proxy, or your named proxy does
not attend the meeting, the Chair of the meeting will be
your proxy and will vote in accordance with your express
direction.
Shareholders can elect to vote their proxies online.
To appoint your proxy and vote online, please visit the
Computershare Investor Centre at www.investorvote.co.nz.
You will require the meeting Control Number, your CSN
and postcode as recorded on the register to securely
access the website. The information that you require can
be found on your voting proxy form. Follow the prompts
to complete your proxy appointment and vote.
If you do not attend the Annual Meeting or appoint a
proxy, then no vote will be exercised in respect of your
shareholding.
Entitlement to Vote
All persons on NZAI’s register of shareholders as the
holders of shares at 5:00pm on 23 August 2021 will be
entitled to vote on the resolutions at this Annual Meeting.
If you have appointed a proxy to attend the Annual
Meeting in your place, you may still observe the Annual
Meeting (but only your proxy may cast your votes).
Any corporation that is a shareholder may appoint a
person as its representative to attend the Annual Meeting
and vote on its behalf, in the same manner as that in
which it could appoint a proxy. A corporation wishing
to appoint a person must ensure that the representative
brings an original of the notice appointing him or
her to the meeting Computershare Investor Services
Limited Private Bag 92119, Auckland 1142, at least
48 hours before the time for the holding of the Annual
Meeting. If the notice of appointment is not delivered to
Computershare Investor Services Limited prior to that
meeting, the representative must bring to the meeting an
original copy of the notice of appointment signed by the
relevant company or body corporate.
Voting on all of the resolutions is to be by way of poll.
No persons are restricted from voting on, or acting as a
discretionary proxy in relation to, any of the resolutions
referred to in this notice of Annual Meeting.
Note 5 - Livestream Contingency Plan
If Auckland is at COVID-19 Alert Level 1, the meeting
will commence as planned at Ellerslie Event Centre. If
Auckland is at COVID-19 Alert Level 2 or above, or the
Board considers it appropriate in the circumstances,
only virtual attendance will be available. A Link to the
Livestream will be published on the NZAI website at
https://www.nzautomotiveinvestments.co.nz/agm/
Results
Following the Annual Meeting, the results will be posted
at www.nzautomotiveinvestments.co.nz and on www.
NZX.com.

3

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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
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, or
any other Director, 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 or any other Director 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 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:
Bring this admission card, proxy form and voting instructions/ballot paper to the
share registry at the entrance to the meeting.
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.
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 4:00pm on Monday 23 August 2021.
COVID-19 – CHANGE IN ALERT LEVELS
In the event of a COVID-19 related event that impacts the shareholders ability to gather at the venue or if the board considers
it inappropriate due to Auckland being in a lockdown situation, then the meeting will be held virtually and a live stream of the AGM will be
made available to the shareholders. Refer to the Details within the Notice of Meeting.

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
NZ Automotive Investments Limited (NZAI) at Ellerslie Events Centre, Pakuranga Hunt Room, Level 2, Ellerslie Stand, 100 Ascot Avenue, Ellerslie, Auckland on
Wednesday 25 August 2021 at 4:00pm 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.
appointof
or failing him/herof
I/We being a shareholder/s of NZ Automotive Investments Limited (NZAI)
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 NZ Automotive
Investments Limited (NZAI) at Ellerslie Events Centre,
Pakuranga Hunt Room, Level 2, Ellerslie Stand, 100 Ascot
Avenue, Ellerslie, Auckland on Wednesday 25 August
2021 at 4:00pm.
Proxy
Discretion
Ordinary Resolutions:
Auditors Remuneration:
1.
That the Board be authorised to fix the auditor’s remuneration.
Election of Directors
2.
That Karl Smith be re-elected as a director of NZAI.
3.
That David (Yusuke) Sena be re-elected as a director of NZAI.
4.
That Eugene Williams be re-elected as a director of NZAI.
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)