Turners Automotive Group Annual Meeting

TURNERS AUTOMOTIVE GROUP LIMITED
NOTICE OF ANNUAL MEETING
Notice is given that the 2019 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 18 September 2019 commencing at 10.30am.
AGENDA
Chairman and Chief Executive Officer Presentations
Shareholder Discussion
ORDINARY 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 Grant Baker, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
Resolution 3
That Alistair Petrie, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
SPECIAL RESOLUTION
Constitution
Resolution 4
To amend the Company’s constitution in the form and manner described in the explanatory notes, with
effect from the close of the Annual Meeting.
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 A special resolution is a resolution passed by a majority of 75% of the votes of those shareholders
entitled to vote and voting on the question.
4 The only persons entitled to vote at the annual meeting are registered shareholders as at 5:00 pm on
Monday 16 September 2019 and only the ordinary shares registered in those shareholders’ names may
be voted at the annual meeting.

5 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.
6 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.
7 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
19 August 2019

100359650/7191440.2
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 rule 2.7.1 of the NZX Main Board Listing Rules (the Listing Rules), a director must not hold
office past the third annual meeting following appointment or three years, whichever is longer, without
being re-elected by shareholders. Accordingly, Grant Baker and Alistair Petrie retire and, being eligible,
offer themselves for re-election. The Board unanimously supports this re-election.
Brief biographies outlining Grant Baker and Alistair Petrie’s histories and experience are set out below.
Resolution 2
Grant Baker retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself
for re-election.
Grant Baker has been a director and chairman of Turners Automotive Group Limited since September
2009. As businessmen go, Grant Baker is probably at the more unconventional end of the spectrum.
The co-founder of The Business Bakery has a number of successes under his belt, including the 42
Below vodka venture and Trilogy International, which recently sold to Chinese Citic Group, amongst a
number of other ventures he has been involved in.
With a 7.02% shareholding, Grant is long term committed investor in Turners Automotive Group. As
an avid collector of specialist vehicles and motor racing enthusiast, both as a competitor and as a
backer of young up and coming drivers, he is passionate about the strong Turners brand and its focus
on cars. He has wide experience at a senior level in both public and private New Zealand companies
and has been Chairman of Turners Automotive Group since September 2009.
In terms of the Listing Rules, the Board considers that Grant Baker is a non-executive Director but is
not independent.
Resolution 3
Alistair Petrie retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself
for re-election.
Alistair Petrie have been a director of Turners Automotive Group Limited since February 2016 and has
over 15 years of senior management experience in both private and listed companies in the
agribusiness sector. He has extensive knowledge in sales and marketing in both international and
domestic environments, which is particularly useful for some of the challenges and opportunities
Turners has importing vehicles from Japan. He has a number of directorships with companies that
have a focus on growth and innovation, and he represents the interests of Bartel Holdings, which has a
10.99% shareholding in Turners Automotive Group. Alistair worked for many years at Turners &
Growers, the original parent company of Turners Auctions, which provides a nice connection at Board
level back to those foundational brand values of “trust and integrity”. Alistair has a BSC (hons) from
Newcastle Upon Tyne University and an EMBA from Melbourne University.
In terms of the Listing Rules, the Board considers that Alistair Petrie is a non-executive Director but is
not independent.

100359650/7191440.2
4
CONSTITUTION
Resolution 4
This special resolution seeks shareholder approval to amend the Company’s constitution. The
amendments are procedural in nature and are required in order to comply with the Listing Rules. The
key changes reflect the following:
1. Including a provision requiring the Company to comply with the minimum board composition
requirements of the Listing Rules.

2. Amending the clauses relating to director rotation to incorporate the requirements of the Listing
Rules by reference to the Listing Rules.

3. To remove provisions relating to a Managing Director as the Company does not have such a
position and in any event the constitution does not need to contain that level of detail.

4. Inserting a requirement that voting at meetings of shareholders will be conducted by poll and
deleting clauses which addressed shareholders rights to demand polls.
Shareholders can view all proposed amendments in mark-up at
https://www.turnersautogroup.co.nz/About+Us/Corporate+Governance.html
The proposed amendments do not impose or remove a restriction on the Company’s activities, and
accordingly no rights arise under section 110 of the Companies Act 1993.
The Board unanimously recommends that shareholders vote in favour of the amendments to the
Company’s constitution.

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Turn over to complete the form to vote
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.
Attending the Meeting
Bring this form to assist registration. Companies or body corporates 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/herof

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 18 September 2019 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 18 September 2019
at 10:30am
ForAgainstAbstain
Proxy
Discretion
Ordinary Resolutions
1That Staples Rodway be reappointed as auditors of the Company and that the Directors be authorised to
fix the auditors’ remuneration.
2That Grant Baker, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
3That Alistair Petrie, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
ForAgainstAbstain
Proxy
Discretion
Special Resolution
4To amend the Company’s constitution in the form and manner described in the explanatory notes, with
effect from the close of the Annual Meeting.