MOVE LOGISTICS GROUP LIMITED — AGM Information 2023

Sep 21, 2023

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2023 Annual Meeting of Shareholders of MOVE Logistics Group Limited (the “Company” or “MOVE“) will be held on Wednesday 25 October 2023, commencing at 2:30pm.

Venue: Balmerino Room

Riccarton Park Function Centre Main Club Grandstand (Gate 4) 165 Racecourse Rd, Broomfield Christchurch

Online: www.virtualmeeting.co.nz/move23

Dear Shareholder

On behalf of the Board and management, I am pleased to invite you to MOVE Logistics Group Limited’s 2023 Annual Shareholders’ Meeting in Christchurch. This will be held both online and in person, to allow as many of our shareholders as possible to join us.

At the Meeting, shareholders will be able to meet MOVE’s new CEO, Craig Evans. Under Craig’s leadership, MOVE has commenced Project Blueprint, a 12 – 18 month dual pathway programme to reshape and strengthen the business, and drive growth. This will create a strong launch pad to support our future ambitions, with a more efficient, higher margin business model, that capitalises on MOVE’s strengths.

I would like to take this opportunity to acknowledge and thank outgoing Director, Danny Chan, who is stepping down at the end of the Meeting. Danny joined the Board when MOVE first listed in 2017 and has provided valued governance and advice as the company has evolved.

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.

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.

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Lorraine Witten Chair

If the Company is prevented from being able to hold the Annual Meeting in person on the Meeting Date for any reason, shareholders will only be able to join the meeting online at www.virtualmeeting.co.nz/move23. When participating online, shareholders will require their shareholder number, found on the enclosed proxy form, for verification purposes. MOVE will provide shareholders with as much notice as is reasonably practicable by way of an announcement to the NZX and on MOVE’s website.

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AGENDA

1. PRESENTATIONS

2. SHAREHOLDER DISCUSSION

3. RESOLUTIONS

To consider and, if thought fit, pass the following ordinary resolutions:

AUDITOR’S REMUNERATION

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.

DIRECTOR ELECTION

RESOLUTION 2: That Julia Raue, who was appointed 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.

1. 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

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Lee Banks Authorised Officer

22 September 2023

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.

The Board unanimously recommends that shareholders vote in favour of Resolutions 1 and 2.

RESOLUTION 1: FIX THE REMUNERATION OF THE AUDITOR

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 reappointed as the Company’s auditor.

RESOLUTION 2: ELECTION OF JULIA RAUE AS A DIRECTOR

The Listing Rules require 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. Julia Raue was appointed to the Board during the year and accordingly, is standing for election by shareholders.

The Board has determined that Julia is an Independent Director. In order for a Director to be independent, the Board must determine that he or she is not an executive of MOVE and has no disqualifying relationship or interests, including relationships or interests of the kind listed in Table 2.4 of the NZX Corporate Governance Code.

JULIA RAUE

APPOINTED: 3 May 2023

BOARD ROLES: Independent Director, member of the Governance and Remuneration Committee

Julia has a strong background in business transformation and digital change and was Chief Information Officer at Air New Zealand for nine years, winning a number of global Awards during that time, including NZ CIO of the year. She has significant governance experience across a variety of sectors, including current directorships with Southern Cross, The Warehouse Group, Jade Software and Global Women. Previously Julia has been a director of Z Energy and TVNZ.

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, Link Market Services at http://www.virtualmeeting.co.nz/move23.

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 Annual Meeting Online Portal Guide, which is available at https://bcast.linkinvestorservices.co.nz/generic/docs/ OnlinePortalGuide.pdf

Resolutions 1 and 2 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.

ENTITLEMENT TO VOTE

The only persons entitled to vote at the Annual Meeting are registered shareholders of the Company at 2:30pm on Monday 23 October 2023 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 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 2:30pm on Monday 23 October 2023 (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 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 2:30pm on Monday, 23 October 2023 .

PRESENTATIONS

The Chair and Management presentations from the 2023 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 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 Link using the phone details set out in the accompanying Proxy/ Voting Form.

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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: Link Market Services Limited Link Market Services Limited 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

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General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR MOVE LOGISTICS GROUP LIMITED’S 2023 ANNUAL MEETING

MOVE Logistics Group Limited (“Company” or ”MOVE””) Annual Meeting of Shareholders will be held at Balmerino Room, Riccarton Park Function Centre, Main Club Grandstand (Gate 4), 165 Racecourse Rd, Broomfield, Christchurch, on Wednesday, 25 October 2023 commencing at 2:30pm . Shareholders are also able to attend the Annual Meeting online via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/move23. 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, Link Market Services Limited, by no later than 2:30pm on Monday, 23 October 2023. 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 Link Market Services Limited, in any manner as per the instructions above, not later than 2:30pm on Monday, 23 October 2023.

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 Wednesday, 25 October 2023, at 2:30pm 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.	That Julia Raue, who was appointed 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 Link Market Services. Questions will need to be submitted by 2:30pm on Monday, 23 October 2023. MOVE has the discretion as to which of these questions will be addressed at the Annual Meeting.

Question:

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.

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Tēnā koutou shareholders,

On behalf of the Board, I am pleased to advise that the MOVE Logistics Group Annual Report for the year ended 30 June 2023 (FY23) is available to view on our website, along with the FY23 results announcement and Investor presentation, at https://www.movelogistics.com/investors.

We remain committed to delivering exceptional value to our customers, nurturing our talented team, and ensuring the long-term success and prosperity of our company.

Following the appointment of Craig Evans as CEO in February 2023, an indepth business review was conducted. In late FY23, we embarked on Project Blueprint, a 12 to 18 month dual pathway programme to reshape and strengthen our business, and drive organic growth. Our focus remains on embedding change, improving productivity, driving revenue and delivering customer service excellence.

Businesses are telling us they want a strong alternative in the market; a provider who is focused on New Zealand customers, with a breadth of product and service capability, and who can move quickly to deliver a solution that is tailored to their needs. MOVE is well positioned to meet their expectations.

We look forward to welcoming you to the MOVE Logistics Group Annual Shareholders’ Meeting at 2:30pm on Wednesday 25 October 2023 in Christchurch.

We thank our shareholders for your ongoing support and trust in our abilities. Together, we will continue moving the dial as we unlock our potential and chart a clear path toward long-term profitability and shareholder value.

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Lorraine Witten

Chair

FY23 at a glance.

Continuing to reshape and strengthen our business as we look to unleash our potential.

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INCOME NORMALISED EBITDA NORMALISED EBIT NLAT
$347.7M $47.4M $3.9M $
(7.2)M
FY22: $364.0M FY22: $56.2M FY22: $11.5M FY22: $(4.2)M
LTIFR CAPEX GEARING FREE CASHFLOW
14.72 $19.5M 17.2% $35.4M
FY22: 15.81 FY22: $5.7M FY22: 22.3% FY22: $45.1M
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FY23 sales revenue of $343.9m and Normalised EBITDA[1 ] of $47.4m reflects investment in future growth initiatives, moderating consumer demand in response to economic conditions, the ongoing Freight improvement programme and weather events.

All businesses, excluding Freight, delivered revenue gains, with Contract Logistics, MOVE’s largest division, delivering a solid year on year performance, helping to offset a soft result from the Freight division.

Investment in future growth includes MOVE’s new trans-Tasman shipping service, fleet upgrades, technology and talented people.

Our focus is on organic growth and increasing our share of higher value, higher margin business. We are investing in and expanding our core competencies, and are looking to work in partnership with best-in-class providers to ensure the optimal solution for our customers. This will help us grow while preserving our capital.

We are building our multimodal offer, with the launch of the new Oceans trans-Tasman shipping service and increased collaboration across the group to create a one stop shop for end to end supply chain solutions. The Specialist division was welcomed back into the group following review.

The digital transformation is continuing with the successful pilot of the new transport management system (FuseIT) and investment in hardware.

The leadership team has been refreshed with the appointment of Craig Evans as CEO from February 2023, as well as new leadership of our Freight business, a new GM People & Culture, and the appointment of a National Sales Manager who will start with MOVE in October.

Project Blueprint initiatives already in play are delivering early benefits, including improved cost disciplines, stronger leadership across the business and a continuing transition from silo businesses to a unified group which allows us to better service our customers and enhances our end to end supply chain solution.

1 Normalised EBITDA excludes non-trading adjustments of $1.7m pre-tax related to restructuring and resetting the business as part of the strategic plan. Further details and reconciliation included in appendix to the FY23 Results presentation.