TRA – Annual Meeting

TURNERS AUTOMOTIVE GROUP LIMITED
NOTICE OF ANNUAL MEETING
Notice is given that the 2018 annual meeting of shareholders of Turners Automotive Group Limited
(Turners or the Company) will be held in the Showroom, Turners Group, cnr Penrose & Leonard Roads,
Penrose, New Zealand on Wednesday 26 September 2018 commencing at 10.30am.
AGENDA
Chairman and Chief Executive Officer Presentations
Shareholder Discussion
RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
Auditors
Resolution 1
That Staples Rodway be reappointed as auditors of the Company and that the Directors be authorised to
fix the auditors’ remuneration.
Directors
Resolution 2
That Martin Berry, who was appointed by the Board as a Director on 17 August 2018 and retires from
office at the annual meeting, be elected as a Director of the Company.
Resolution 3
That Antony Vriens, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
Resolution 4
That Paul Byrnes, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
Directors Remuneration
Resolution 5
That the pool for Directors’ fees be increased by $225,000 from $440,000 to $665,000 per financial year,
with effect for the financial year commencing 1 April 2018.
Explanatory notes regarding each of these resolutions are attached to this notice of meeting.
Notes on Voting
1 The resolutions will be voted on by shareholders of the Company as ordinary resolutions.
2 An ordinary resolution is a resolution passed by a simple majority of the votes cast of the shareholders
entitled to vote and voting.
3 The only persons entitled to vote at the annual meeting are registered shareholders as at 5:00 pm on
Monday 24 September 2018 and only the ordinary shares registered in those shareholders’ names may
be voted at the annual meeting.
4 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 the enclosed Voting/Proxy

form and send it to Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New
Zealand, fax it to +64 9 488 8787, or lodge online using Computershare’s investorvote facility so as to
ensure that it is received at least 48 hours before the time for holding the meeting. A proxy does not
have to be a shareholder in the Company. A shareholder may appoint any person to act as a proxy. The
Chairman or any of the other Directors is prepared to, act as a discretionary proxy for any shareholder.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy (either online or
on the enclosed proxy form), or your named proxy does not attend the meeting, the Chairman of the
meeting will be your proxy and will vote in accordance with your express direction. If appointed as a
discretionary proxy, each Director intends to vote in favour of all resolutions.
5 To direct your proxy how to vote on each resolution, you should tick the appropriate box on the enclosed
proxy form. Except as set out in the proxy 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.
6 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. To assist administration, the Company would be grateful if
notices appointing representatives are delivered to Computershare Investor Services Limited, Private
Bag 92119, Auckland 1142, New Zealand, at least 48 hours before the time of the meeting. If the notice
of appointment is not delivered to the Company’s Share Registrar prior to the meeting, the
representative must bring to the meeting an original copy of the notice of appointment signed by the
relevant Company or body corporate.
For and on behalf of the Board

Barbara Badish
Company Secretary
30 August 2018

100306695/6496408.1
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUDITORS
Resolution 1
Staples Rodway is automatically reappointed as auditor of the Company under section 207T of the
Companies Act 1993 (the Act). The proposed resolution seeks shareholder confirmation of this and
empowers the Directors to set the remuneration of the auditors.
DIRECTORS
Under Listing Rule 3.3.6 of the NZX Main Board Listing Rules (Listing Rules) and in accordance with the
Company’s constitution, any person appointed as a Director by the Directors shall retire from office at
the next annual meeting, but shall be eligible for election at that meeting. In this case, Martin Berry
was appointed by the Board as a Director on 17 August 2018. He now retires from office and offers
himself for election by the shareholders at the annual meeting.
Under Listing Rule 3.3.11 of the Listing Rules and in accordance with the Company’s constitution, one
third of the Company’s Directors must retire by rotation at the annual meeting. If the Directors are
eligible, they may offer themselves for re-election by shareholders at the meeting. In this case, Antony
Vriens and Paul Byrnes retire by rotation and, being eligible, offer themselves for re-election by
shareholders at the annual meeting.
Resolution 2
Martin Berry was appointed by the Board as a Director on 17 August 2018. He now retires from
office and offers himself for election by the shareholders at the annual meeting.
Martin Berry is a seasoned global financial services executive having run large international businesses
for the likes of ANZ, Citibank, Barclays and Standard Chartered. He later turned entrepreneur with a
successful track record of having built, acquired and exiting several companies with values in excess of
$US100M. Martin later founded and now runs venture capital firm Brandhaus Capital Partners out of
Singapore, investing across the region with a strong focus on fintech.
In terms of the Listing Rules, the Board considers that Martin Berry is a non-executive Director and is
independent.
Resolution 3
Antony Vriens retires by rotation pursuant to the constitution of the Company and Listing Rules, and
being eligible, has offered himself for re-election.
Antony Vriens has been a Director and chairman of Turners’ insurance subsidiary, DPL Insurance (now
Autosure), since 2012. He is a highly experienced insurance industry professional, with demonstrated
success as a senior executive and consultant in insurance and wealth management businesses within
Australia and New Zealand.
Antony currently holds the position of VP of Technical Insurance Services for Manulife Asia. He brings a
hands on, practical and commercial approach and a strong technology focus to his Board role. His
relationships across the insurance industry and regulators are highly valuable to the Turners business
and his collaborative approach is embraced by both Board and management
In terms of the Listing Rules, the Board considers that Antony Vriens is a non-executive Director and is
independent.
Resolution 4
Paul Byrnes retires by rotation pursuant to the constitution of the Company and Listing Rules, and
being eligible, has offered himself for re-election.

100306695/6496408.1
4
Paul Byrnes is a chartered accountant, a professional Director and an investor with over 25 years’
experience in senior and CEO roles in private and listed companies. His career has included the
management buyout of previously listed Holeproof Industries, consulting and participation in merger
and acquisition opportunities and business ‘turnaround’ management. Paul was appointed CEO and
Executive Director of Dorchester Pacific in May 2008 (now Turners Automotive Group), handing over
the CEO role to Todd Hunter in June 2016. Paul is entrepreneurial at heart but combines this with a
wealth of top class governance experience (Top Energy and Hellaby Holdings) and the real world CEO
experience of bringing a finance company positively out of the GFC. Paul has a 4.44% shareholding in
Turners Automotive Group.
In terms of the Listing Rules, the Board considers that Paul Byrnes is a non-executive Director but is
not independent.
DIRECTORS’ REMUNERATION
Resolution 5
This resolution proposes to shareholders that the pool for Directors’ fees be increased from $440,000
to $665,000 per annum per financial year, with effect from the financial year commencing 1 April
2018. The last increase was approved by shareholders at Turners’ 2015 Annual Meeting which
resulted in the current pool of $440,000 per annum. Actual fees paid in the financial year ending 31
March 2018 were $425,000.The Directors’ fees pool is used to make remuneration payments to
Turners’ Directors, Chair and Board members based on their experience, role and contributions. We
engaged Strategic Pay to review our Director remuneration against market standards to ensure that
our Directors receive remuneration which reflects the time and experience they contribute. The review
considered the current position of Turners against other New Zealand publicly listed companies. This
review included considerations such as Turners’ 2017 mid-year financial results which had a 44%
increase in revenue, suggesting an annual turnover of $325 million. Based on the market review, and
due consideration, the Board considers the proposed increase would result in appropriate levels of
Director remuneration based on market consensus at competitive levels. A copy of Strategic Pay’s
Directors’ Fees Review is available on Turners website:
https://www.turnersautogroup.co.nz/Investor+Centre/Annual+Meetings.html
The proposed pool increase is based on the following allocation, however is subject to the final
discretion of the Board:
Office
Current
remuneration
Proposed
remuneration
Amount of
increase
No. of Persons
holding office
Chair 110,000 150,000 40,000 1
Non-executive Director 55,000 75,000 20,000 4
Fees payable for a seventh Director - 75,000 75,000 1
Chair of DPL Insurance Limited 60,000 35,000 (25,000) 1
Chair of DPL Insurance Limited for duties
as non-executive Director for TRA
20,000 75,000 55,000 1
Chair of Audit & Risk Committee 7,500 15,000 7,500 1
Chair of Credit & Lending Committee 7,500 15,000 7,500 1
Aggregated Director’s remuneration 425,000 665,000 240,000
Note - DPL Insurance is legally required to operate a separate board because it holds an insurance
license with the Reserve Bank of New Zealand. Antony Vriens is the current chairman of the DPL
Insurance board and is also a non-executive director of Turners Automotive Group.

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How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The
Chairman or any of the other Directors is prepared to act as a discretionary
proxy for any shareholder. If, in appointing a proxy, you have inadvertently not
named someone to be your proxy (either online or on the enclosed proxy form),
or your named proxy does not attend the meeting, the Chairman of the meeting
will be your proxy and will vote in accordance with your express direction. If
appointed as a discretionary proxy, each director intends to vote in favour of all
resolutions. To do this, enter the name of your proxy in the space allocated in
'Step 1'of this form. A proxy need not be a shareholder of the company.
Voting of your holding
To direct your proxy how to vote on each resolution, you should tick the
appropriate box on the proxy form. If you appoint a proxy, but do not tick one of
the boxes in relation to those resolutions, you will be deemed to have granted
your proxy the discretion to cast your votes as he or she decides.
Voting Restrictions
In accordance with NZX Main Board Listing Rule 9.3.1, no non-executive
director or their Associated Persons (as defined under the Listing Rules) can
vote on such resolutions, unless casting votes under an express proxy of a
person who is not disqualified from voting.
Attending the Meeting
Bring this form to assist registration. Companies or bodies corporate that wish
to attend through a representative must ensure that the representative brings
an original of the notice appointing him or her to the meeting. To assist
administration, the Company would be grateful if notices appointing
representatives are delivered to Computershare, Private Bag 92119, Auckland
1142, New Zealand or notified online using Computershare’s InvestorVote
facility, at least 48 hours before the time of the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.

STEP 1
hereby appointof
or failing him/her
of
STEP 2
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a securityholder/s of Turners Automotive Group Limited
as my/our proxy to vote on my/our behalf in accordance with the instructions below and otherwise as he/she sees fit at the Annual Meeting of Turners Automotive Group
Limited to be held in the Showroom, Turners Group, cnr Penrose & Leonard Roads, Penrose, Auckland on Wednesday 26 September 2018 at 10:30am and at any
adjournment thereof and to vote on any resolution to amend any of the resolutions, on any resolution so amended and on any other resolution proposed at the meeting (or
any adjournment).
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your
votes will not be counted in computing the required majority. Please note that if the shares are held jointly, the appointment made is made on
behalf of each joint holder
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual Meeting of Turners Automotive Group Limited to be
held in the Showroom, Turners Group, cnr Penrose & Leonard
Roads, Penrose, Auckland on Wednesday 26 September 2018
at 10:30am
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
1
2
3
4
5
That Staples Rodway be reappointed as auditors of the Company and that the directors be authorised to
fix the auditors’ remuneration.
That Martin Berry, who was appointed by the Board as a Director on 17 August 2018 and retires from
office at the annual meeting, be elected as a Director of the Company.
That Antony Vriens, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
That Paul Byrnes, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
That the pool for directors’ fees be increased by $225,000 from $440,000 to $665,000 per financial
year, with effect for the financial year commencing 1 April 2018.

Ballot Paper
STEP 1
Items of Business
STEP 2
Please note: Indicate with a tick in the boxes below how you wish your vote to be cast. Please refer to the Notice of Meeting for explanatory notes.
If you mark the Abstain box for an item, your vote will not be counted in computing the required majority.
Signature of Securityholder(s) This section must be completed.
STEP 3
Signature
Name
Annual General Meeting of Turners Automotive Group Limited
Wednesday 26 September 2018
Name and CSN/Securityholder Number
CSN/Securityholder Number(Optional)
ForAgainstAbstain
Ordinary Business
1
2
3
4
5
That Staples Rodway be reappointed as auditors of the Company and that the directors be authorised to fix the
auditors’ remuneration.
That Martin Berry, who was appointed by the Board as a Director on 17 August 2018 and retires from office at the
annual meeting, be elected as a Director of the Company.
That Antony Vriens, who retires by rotation and has offered himself for re-election, be re-elected as a Director of the
Company.
That Paul Byrnes, who retires by rotation and has offered himself for re-election, be re-elected as a Director of the
Company.
That the pool for directors’ fees be increased by $225,000 from $440,000 to $665,000 per financial year, with effect
for the financial year commencing 1 April 2018.