Move Logistics : 2021 Shareholder Meeting

• NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2021 Annual Meeting of Shareholders of MOVE Logistics Group Limited (the "Company" or "MOVE ") will be held on

Tuesday 23 November 2021, commencing at 4:00pm.

Venue: Link Market Services, Level 30 PWC Tower, 15 Customs St West, Auckland

Online: www.virtualmeeting.co.nz/move21

MOVE may hold the Annual Meeting as an online-only meeting if the Company considers it necessary or desirable to do so to comply with any applicable legal restrictions, or for health and safety reasons, associated with the Covid-19 pandemic or otherwise. If MOVE exercises its discretion to hold an online-only meeting, the Company will provide shareholders with as much notice as is reasonably practicable by way of an announcement to the NZX and on MOVE's website.

Dear Shareholder

On behalf of the Board and management, I am pleased to invite you to MOVE Logistics Group Limited's 2021 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.

MOVE is at an exciting time in its history with a clear strategic direction and a refreshed Board and leadership. The Meeting is an opportunity for shareholders to hear more about our future plans, meet the Directors of your company and talk to the management team.

If you elect to attend the Meeting virtually, you will be able to watch the Meeting live, vote and ask questions online. Further details on how to do so are set out in this Notice of Meeting and the Virtual Annual Meeting Online Portal Guide, which is available online at https://bcast.linkinvestorservices. co.nz/generic/docs/OnlinePortalGuide.pdf.

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

• AGENDA

1. CHAIRMAN AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
   To consider and, if thought fit, pass the following ordinary resolutions:
   AUDITOR'S REMUNERATION
   RESOLUTION 1: That the Directors be authorised to fix the fees and expenses of PricewaterhouseCoopers as the Company's auditor.
   DIRECTOR ELECTIONS
   RESOLUTION 2: That Chris Dunphy, who was appointed as a Director by the Board during the year, be elected as a Director of the Company.
   RESOLUTION 3: That Mark Newman, who was appointed as a Director by the Board during the year, be elected as a Director of the Company.
   RESOLUTION 4: That Grant Devonport, who has been nominated for election as a Director at the Meeting by a shareholder of the Company, be elected as a Director of the Company.
   RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES
   RESOLUTION 5: That the issue by the Company under NZX Listing Rule 4.5.1 of $8,200,000 of mandatory convertible notes on 30 April 2021, as further described in the Explanatory Notes to this Notice of Meeting, be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).
   To consider and, if thought fit, pass the following special resolution:
   APPROVAL OF GUARANTEES
   RESOLUTION 6: That the grant by the Company of guarantees of financial facilities with ANZ Bank New Zealand Limited and UDC Finance Limited, as further described in the Explanatory Notes be approved.
   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

Company Secretary

26 October 2021

• EXPLANATORY NOTES

The Board unanimously recommends that shareholders vote in favour of Resolutions 1 to 6.

RESOLUTION 1: FIX THE REMUNERATION OF THE AUDITOR

Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed as auditor of the Company at the Annual Meeting. This resolution authorises the Board to fix the fees and expenses of PricewaterhouseCoopers as the Company's auditor in accordance with section 207S of the Companies Act 1993.

RESOLUTIONS 2 - 4: DIRECTOR ELECTIONS

In line with Board succession planning, Trevor Janes and Jim Ramsay, who are both due to retire by rotation, have advised that they are not seeking re-election and will therefore retire as Directors at the conclusion of the Meeting. The Board thanks Jim and Trevor for their significant contributions. MOVE Logistics Group has recently refreshed its Board with the appointment of two new Directors, both of whom are standing for election by shareholders at the Meeting.

The Board regularly reviews membership to ensure that the appropriate skills, capabilities, experience and knowledge are in place to ensure effective governance and oversight of the Company's strategy and commercial progress. The Board has identified the skills it believes are important and Directors' capabilities are measured against this matrix, which can be viewed in the FY21 Annual Report. The Board believes that the current Directors offer valuable and complementary skill sets. In particular, with the new appointments, four of MOVE's Directors have either worked in or held governance positions in the transport and logistics sector experience.

Chris Dunphy and Mark Newman were appointed as Directors by the Board in July 2021. In accordance with NZX Listing Rule 2.7.1 and clause 25.5 of the Company's constitution, all Directors appointed by the Board hold office until the next Annual Meeting, at which they must retire but shall be eligible for election. Being eligible, Chris Dunphy and Mark Newman have offered themselves for election by shareholders.

In addition, Grant Devonport has been nominated by a shareholder to be elected as a Director of the Company under NZX Listing Rule 2.3.1 and clause 25.7 of the Company's constitution.

The Board has determined that Mark Newman is an Independent Director. Due to his executive role and his shareholding in MOVE, Chris Dunphy has been determined to be a Non-independent Director. The Board has determined that, if elected, Grant Devonport would be an Independent Director.

The Board unanimously supports the election of Chris, Mark and Grant as Directors.

RESOLUTION 2: ELECTION OF CHRIS DUNPHY

Chris Dunphy is a former executive director of Mainfreight and general manager of Mainfreight's international division and was appointed to the MOVE board with effect from 1 July 2021. Chris joined Mainfreight in 1993 and helped take it public in 1996. After ten years of senior management roles in Mainfreight, spearheading their global growth-by-acquisition strategy, Chris resigned as executive director in 2003 to pursue private investments in a number of freight, shipping and logistics businesses. Chris assumed the role of Executive Director of MOVE Logistics Group on 27 July 2021, following the resignation of the CEO. Chris is a substantial shareholder in the Company.

RESOLUTION 3: ELECTION OF MARK NEWMAN

Mark was appointed to the Board as an independent Director on 27 July 2021. Mark has extensive domestic and international transport and logistics industry expertise, having held senior leadership roles with Mainfreight for over 20 years, as CEO Mainfreight Europe and General Manager New Zealand Transport.

RESOLUTION 4: ELECTION OF GRANT DEVONPORT

Grant was CFO of both Toll NZ and latterly Toll Holdings Group CFO, from late 2011 until his departure in 2015 when the business was sold to Japan Post. He is currently CFO of Australian Pacific Airports Corporation

• owner of both Launceston and Melbourne Airports. As well as being CFO of both ASX and privately owned businesses, Grant's responsibilities have included technology, risk, safety, company secretariat and international logistics.

RESOLUTION 5: RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES

On 3 May 2021 the Company announced the placement of $8.2 million of mandatory convertible notes ("Notes") to certain of the Company's largest shareholders and other wholesale investors including the following Directors and Associated Persons (as defined in the NZX Listing Rules) of Directors:

• Yvonne Chen and Danny Chan as trustees of the Y Chen Family Trust;
• Colin Neal;
• James Ramsay, Nerida Joy Ramsay and Ramsay Family Trustee Limited as trustees of the James Ramsay Family Trust;
• James Ramsay, Nerida Joy Ramsay and Ramsay Family Trustee Limited as trustees of the Nerida Joy Ramsay Family Trust;
• Kevin Smith;
• Kaylene Stewart, Larry Stewart and SR Taranaki Trustees Limited as trustees of the LW & KJ Stewart Family Trust;
• Alan Terris and Moya Terris; and
• Gregory Peter Witham.

The Notes convert into ordinary shares in the Company ("Shares") and were issued in reliance on NZX Listing Rule 4.5.1. In broad terms, that NZX Listing Rule permits an issue of Shares (or financial products which may convert to Shares) up to 15% of the issued share capital of the Company in any 12 month period without prior shareholder approval.

Resolution 5 is being proposed by the Board in accordance with NZX Listing Rule 4.5.1(c), which allows shareholders to ratify a prior issue of securities under Listing Rule 4.5.1. If Shareholders pass Resolution 5, and thereby ratify the issue of the Notes, the capacity to issue Shares under Listing Rule 4.5.1 up to the applicable percentage threshold permitted by the rule will be refreshed. This would preserve the ability of MOVE to issue further Shares up to the applicable percentage threshold in accordance with NZX Listing Rule 4.5.1.

Failure to pass Resolution 5 will not affect the validity of the Notes or conversion of the Notes into Shares but will reduce the number of Shares that can be issued by the Company under Listing Rule 4.5.1 in the future.

The key terms of the Notes are as follows:

Principal Amount and Maturity Date

• Each Note has a principal amount of $50,000.
• The Notes have a maturity date of 30 April 2026 ("Maturity Date").

Conversion

• On the Maturity Date, all outstanding Notes will be converted into Shares ("Conversion").
• Any holder of Notes ("Noteholder") may elect to Convert its Notes prior to the Maturity Date by giving written notice to the Company, provided that no such notice may be given before 1 May 2023.
• On Conversion, the Company will issue a number of Shares (rounded to the nearest whole Share) calculated by dividing the principal amount of the relevant Note by an amount equal to 90% of the five-day VWAP of Shares. For this purpose, the five-day VWAP is the volume weighted average price of Shares on the NZX Main Board over the five NZX trading days before the date of Conversion.
• To permit compliance with the Takeovers Code, a Noteholder may, before Notes are Converted, elect that all or some of its Notes be satisfied by the issue of non-voting shares in the Company ("Non- voting Shares"), rather than Shares, on the basis of one Non-voting Share for each Share which would otherwise be issued. Non-voting Shares have the same rights and terms as, and rank equally in all respects with, Shares except that:
• • they will carry no voting rights (other than on a proposal that affects rights attaching to Non- voting Shares);

• • they will not be quoted on the NZX Main Board; and
  • they may be converted at the election of the holder into a Share (so long as the Board is of the opinion that such conversion would not cause a breach of any relevant law).
• The Company is not required to Convert any Notes if in the opinion of the Board such Conversion would cause a breach of any relevant law, including the Takeovers Code.
• The principal amount of Notes is not able to be repaid in cash, except on a liquidation of the Company subject to the subordination and ranking arrangements described below.

Interest

• Interest is payable (subject to the below) on each Note at the rate of 5% per annum, payable by quarterly instalments.
• The Company may in certain limited circumstances determine that interest on Notes will not be paid in cash for a period of time, but will be added to the principal amount of Notes. The Company may make that election only if:
• • The Company would not, if interest were paid in cash, meet the solvency test in section 4 of the Companies Act 1993; or
  • an event of default or potential event of default is continuing, or would occur as a result of the payment of interest, in respect of any borrowed money of the Company.
• If and for so long as interest is being capitalised on the Notes, no dividend will be paid in respect of the Company's Shares.

Subordination, ranking and listing

• Notes are unsecured.
• All amounts payable in respect of Notes (including principal and interest) are subordinated to all other creditors of the Company, so that on a liquidation of the Company, those amounts rank after the claims of all other creditors of the Company, other than other Noteholders.
• Notes rank equally amongst themselves. Shares issued on Conversion will rank equally with all other Shares then on issue, except in respect of dividends or other benefits the record date for which falls before the date of Conversion.
• Notes are not guaranteed by any party (including subsidiaries of MOVE).
• Notes will not be quoted on the NZX Main Board or any other stock exchange.

Transfer

• Notes are freely transferable, provided that the Company may decline to accept a transfer of any Notes if in the opinion of the Company, if that transfer is effected and those Notes are Converted, a breach of the Takeovers Code, the Overseas Investment Act, or any other law would occur.

Takeovers

• The Company and Noteholders have the right to Convert if a takeover offer, takeover scheme or similar is effected in respect of the Company, and the bidder becomes entitled to acquire all of the Shares.

Voting

• Notes are non-voting.

The net proceeds of the Notes were used to repay bank debt.