Turners Automotive Group logo

Turners Annual Meeting

AGM18 September 2019TRAConsumer Discretionary

TURNERS AUTOMOTIVE GROUP LIMITED ANNUAL MEETING
18 SEPTEMBER 2019


1. WELCOME

Welcome and thank you for joining us at the 2019 annual meeting of shareholders of Turners

Automotive Group.

My name is Grant Baker and I am the chairman of Turners.

A few housekeeping matters before we begin...

In the case of a fire, please exit from the doors at the back and assemble out in the carpark.

Bathrooms are through into the car showroom.

The Notice of Meeting and 2019 Annual Report and financial statements have been circulated and

made available to shareholders. A quorum is present and I therefore declare the meeting open.


2. BOARD OF DIRECTORS

I would like to introduce my fellow directors - Paul Byrnes our deputy chair, Mathew Harrison,

Alistair Petrie, John Roberts, Martin Berry and Antony Vriens.

Also with us at the top table are Todd Hunter, our CEO and Aaron Saunders, the company’s CFO.

There are a number of our senior managers and staff here today. Welcome to you all.

Also in attendance today are the company’s auditors, Staples Rodway, legal advisors Chapman Tripp

and other advisors. Thank you to all these firms that provide valuable services to Turners.


3. MEETING AGENDA

Today you will hear presentations from myself and Todd on our strategic direction, the

opportunities available to us and our progress towards achieving our goals.

Director Martin Berry will also be presenting on our digital strategy and innovation. As you may

remember from last year’s meeting, Martin is a seasoned global financial services executive and

entrepreneur and he has a successful track record of having built, acquired and sold several

companies with values in excess of US$100m. His expertise in the areas of technology and emerging

opportunities are a real asset to Turners and you’ll have the opportunity to hear his thoughts today
on our digital strategy.

Following the presentations, there will be an opportunity for discussion and any questions you may

have.

We will answer questions on the resolutions at the time they are proposed and there will be a

further opportunity at the end of the meeting for you to ask any other general questions about the

company and our operations.


4. CHAIR’S ADDRESS

I’ve always had a love of cars. This picture was taken circa 1957 when my father bought his new VW

Beetle home. As you can see I was looking to get a test drive. I’ve owned around 170 cars and still

have a collection of 20, plus a few motorbikes. I really enjoy being part of Turners, firstly because

it’s a great story from a business perspective, and because I can talk cars every day. I’m definitely a

long term holder in the business.


5. TEN YEARS WITH TURNERS

It’s been 10 years since myself and my business partners invested in Dorchester Pacific.

Back in 2009, Dorchester had a market cap of only $1.8m and we paid over the odds when we

bought 20% of the shares on issue for $400k.

The business was making serious losses and looked very unlikely to survive as it had a debt

repayment moratorium and was being supervised by a Price Waterhouse Cooper’s insolvency

partner.


However, we believed there was a huge opportunity, as around 65 finance companies had gone out

of business and Dorchester was one of the few remaining.


One of the first things I did was meet with Hugh Green who was the biggest shareholder in the

company at that time. Hugh was hugely supportive of turning the company around and agreed to

invest back into the company if we would match him dollar for dollar. Without his support, we never

could have got to where we are today.


I would also like to acknowledge Paul Byrnes who stepped up to the plate by investing as well and

taking on the CEO role. It was a true hospital pass, but despite the odds he did a fantastic job....and

we are very pleased that we are still benefiting from his knowledge and expertise today as a Director

of Turners.


Dorchester Pacific was one of the few companies to repay all its debenture holders. Those

debenture holders who stuck with the repayment plan and believed in the turnaround were repaid

in full.


A lot of people have questioned why we took the strategy we did, with acquisitions in the credit

management, finance, insurance and auto retail sectors. Some say our strategy is either wrong or

too hard to understand.


I’ll start by explaining our first acquisition – EC Credit in 2012. At the time, the Dorchester business

simply did not have enough income unless we found something to bolt on to our group. Fortunately,

we came across EC Credit Control, which at the time was owned by Matthew Harrison who sits on

our Board today. Matt was brave enough to sell to us for consideration in cash and shares. We

bought the business for $18m when it was making $3m a year. It is now making double that and I

believe it’s worth more than double what we paid for it.


With those earnings and increased cash flow from organic growth, we were able to fund further

acquisitions over the next four years – most notably the Turners Auctions business, Oxford Finance

and Autosure Insurance.


6. BUILDING VALUE THROUGH ACQUISITION GROWTH

The strategy has been to “clip the ticket” wherever possible throughout the customer journey. Most

car buyers borrow money to complete their purchase and insure their cars, often through a third

party


With these acquisitions we had the opportunity to profit from the sale of the car, the finance and

the insurance.


This strategy has worked particularly well and our profits have continued to grow, providing

excellent dividend streams.


Meanwhile, excluding Buy Right Cars which is now integrated with Turners, the capital value of these

business units is substantially more than the acquisition cost.



7. A TRANSFORMED BUSINESS
You can see on this slide just how the company has transformed over the past decade.


Shareholders’ funds have grown from $16.2m to $226m, we have total assets of $654 million

compared to $149m in 2009, and we have been generating strong sustainable profit for the past

five years.


Disappointingly for us, the one area that continues to frustrate is the share price. Most of the

Directors and senior management have shareholdings in Turners, this makes up 18% of the share

register, and our interests are totally aligned with those of other shareholders – we also want to see

the value of our company recognised by the market. Obviously we cannot control the share price

but what we can control is building a good plan to keep the business growing and executing this

plan.


8. STRONG DIVIDEND YIELD

We reintroduced dividends for our shareholders in FY15 and gross dividend yield for the past year

has been around 10%. In FY19 we paid a record dividend of 17 cents per share, fully imputed.


However, this progress to date has not been reflected in the share price and is the reason that, as a

Board, we keep saying that we think our shares are undervalued and we initiated the Share Buyback

programme last year. Since this was established, we have spent $9.3m and acquired just over 4m

shares on market at an average price of $2.32, reducing total shares by 4.5%. We will continue with

this programme until we reach the 5% threshold.


9. TURNERS TODAY

The Turners of today is very different from the business we invested in 10 years ago...and also very

different from the original Turners Auctions business which sold its first car at auction in 1967.


We are New Zealand’s leading used vehicle retailer and the Turners brand is highly trusted.

We have 33 Auto Retail sites from Whangarei to Invercargill, plus our other business operations.

On average we sell a car every 6 minutes – that’s around 100 cars per day. We provide 40 consumer

and commercial loans per day through Oxford Finance and we sell more than 200 insurance policies

every day through Autosure.


10. BOARD REPORT FOR FY19
After being quite acquisitive from 2012 through to 2016 for the past two years, we have been

working towards consolidating our business – rationalising our brands, merging similar operating

businesses and centralising locations for our teams. Our business is now more streamlined and more

efficient.

After adjusting for one-off and non-cash items, our underlying operating profit was flat on the last

year, mainly due to market headwinds in the Auckland used import vehicle sector, and the impact

of impairments from the MTF non-recourse lending (which has now been discontinued).

Excluding the Buy Right Cars non-cash brand impairment, Turners generated a record profit before

tax result of $33.6m.

Martin Berry joined our Board last year, and we also carried out an independent external review of

the Board which highlighted our strengths and identified areas for further improvement.

Bonds have proven to be a cost effective and successful source of funds and we have had strong

support from shareholders for this listed security. Last year we a launched a new $25 million, three-

year bond offer which was fully subscribed.

Post balance date we have made our first innovation investment into Collaborate Corp to help us

bring Vehicle Subscription to NZ.


11. STRATEGIC REVIEW: MARKET DYNAMICS AND TRENDS

Market dynamics are changing and management and the Board have spent a lot of time identifying

and analysing both short-term and long-term trends in the market and what this means for our

business.

• Customers are more informed than ever and delivering great customer experiences is vital

to survive and prosper.

• While most of our customers still like to visit a physical site to view and test drive a car, more

and more of the customer experience is transitioning online... and the number of online

purchases is also growing. In our other businesses, such as finance and insurance, there’s an

even greater shift to online where our customers can transact conveniently and quickly.

• Big data and technology are changing how and where we do business.

• Aggregator and comparison sites are proliferating... again, it’s all about customers wanting

to be informed and able to access the best option at the best price in the easiest way to meet

their needs.

• Industry consolidation is inevitable and we are in the midst of this right now.

• Longer term, there’s potentially disruption from alternative ownership models which are just

starting to enter the market. Martin will talk about this in more detail shortly.


12. OUR FUTURE OPPORTUNITY

Our strategic review identified four areas that are the primary drivers of our future strategy.

• Our strength in the buying and selling of vehicles, and Turners being the largest and most

trusted brand in the industry

• We operate in a large used car industry with sizeable forward demand due to the almost one

million cars at the end of their useful life

• The simplification of our business will enable greater efficiencies, de-risk our business and

deliver a higher return on invested funds

• We are well positioned to benefit from changing market dynamics, including customer

demand for digitisation.


13. OUR STRATEGY

We have identified our Automotive Retail business as Turner’s core strength and are moving

forward with a capital efficient growth strategy, focused on this sector.

In line with this, we will be further simplifying the business, accelerating growth for Automotive

Retail and de-risking our business by focusing on our core strengths.

This will enable us to significantly increase market share in the core business of Auto retail; and

participate in new and innovative auto adjacent opportunities.

For our key stakeholders this means...

• A sharper focus on customers’ needs

• A more efficient business

• A reduction in cyclical swings in our business, especially around credit

• And increasing returns for our shareholders

We sincerely thank you, our shareholders, for your continued support of Turners. We are confident

that our new strategic direction will translate into greater value for all shareholders.

I am excited about what the future holds for our company and the changing landscape ahead of us.

The past ten years have been personally rewarding for me and I look forward to my continuing

involvement and Turners’ continuing transformation in the years ahead.

On behalf of the board and management, I would like to acknowledge our team of more than 900
people spread across New Zealand and Australia for their contributions to our performance and

success.

I will now hand over to Todd to talk more on our FY19 performance and strategic initiatives.


14. CEO’S PRESENTATION


15. THE KIWI CAR ECONOMY

The New Zealand used vehicle market is large and continues to grow. We have just under 4 million

cars registered on the roads and we are churning these about 25% per year with over 1.1 million

change of ownerships last year.

Underlying medium term demand remains robust, with over 950,000 cars more than 20 years old.

The scrapping age is dropping due to the cost of repairs and a stricter Warrant of Fitness regime.

Hundreds of thousands of vehicles are expected to need replacing over the next decade...and on

top of this, growing immigration and population numbers are also driving up demand.

And as automotive sales increase, so does the demand for automotive finance and insurance

products.


16. NZ CAR MARKET STILL AT HISTORICALLY STRONG LEVELS

The used car market has been growing strongly for a number of years and while it remained at

historically strong levels in FY19, it has definitely plateaued. We have continued to see a slight

decline in market activity since April however our share of the retail sales grow.

Demand in the Auckland market was particularly soft during the year which is definitely forcing out

some of the fringe operators in the used car market. We have seen numbers of registered dealers

continue to decline, now 10% down off their peak in late 2017.

Compliance requirements for used imports are increasing and there was an oversupply of imports

last year combined with a drop in demand which put pressure on pricing and margins. While imports

make up less than 10% of our volumes, it was still good to see this pressure ease and margins recover

from the low point in about November last year.

Over 90% of our stock is sourced locally and this is delivering much stronger margins. We are

benefitting from our strategy to increase the number of ‘owned’ vehicles we sell, which provide

higher returns.

17. FY19 AT A GLANCE
In FY19, we continued the work started in the prior year towards simplification of our business, with

a focus on organic growth and generating synergy benefits across the group.

We are now seeing benefits from the expanding retail network, a focus on better quality loans and

simplification of the business model into core brands.


18. FY19 RESULTS SNAPSHOT

We have already talked about our financial results in detail in our results presentation, investor call

and annual report. There will be an opportunity to ask any questions about our financial

performance following the presentations.

In summary, we generated revenue of $336.6m, up 2% from FY18. Net Profit Before Tax was $29m

and included a $4.6m one-off, non-cash adjustment related to the write down of value of the Buy

Right Cars brand.

Excluding this, we reported an adjusted FY19 profit before tax of $33.6m. This was a record result

and was above our Q4 guidance and up 8% from the previous year.

A final quarter fully imputed dividend of 5.0 cents per share has been paid.


19. FY19 SECTOR RESULTS

The Auto Retail division was the biggest contributor to the group, generating 67% of operating

revenue and 42% of operating profit, both of which were up on last year.

We are benefitting from our growing national network and strong online channels, as well as the

high levels of trust and awareness of the Turners brand. We have now rebranded all of the Buy Right

Cars sites, which will allow us to leverage the strong Turners’ brand as well as benefit from marketing

and other cost synergies.

The Finance division reported increased revenue but a slight decrease in operating profit due to

increased impairment on the high risk loans. The MTF non-recourse offer has not delivered to our

expectations and we have stopped offering this and are running down the loan book.

Good progress is being made on repositioning the borrower profile towards higher quality and more

profitable lending, aided by the introduction of comprehensive credit scoring in March 2019.

The number of active dealers selling Turners’ finance offer continues to grow and was up 11% year

on year. One in five loans are now being “auto-approved” through Turners’ Auto App online loan

approval platform, which makes it easier and faster for dealers and customers to gain a response
on loan applications.

In Insurance, revenue and operating profit were both up year on year. Autosure has around 50%

share of the motor vehicle mechanical breakdown insurance market. It is a lower risk insurance

business which provides good returns and offers leverage for the group through the ability to use

insurance reserves to invest in property.

We’ve been doing a lot of work on risk pricing and cost control and we are seeing this in our

improving results, with loss ratios down to 72% compared to 78% last year.

EC Credit Control continues to deliver consistent results with a more efficient cost base and generate

good cashflows for the business. Revenue was in line with the prior year, while operating profit was

up 4%.


20. BOARD AND MANAGEMENT COLLABORATION

I’d like to take a moment to acknowledge the Board’s support for the management team and their

involvement in business activities. Your directors all have experience and industry knowledge that

is of value to Turners, and give a lot of their time very willingly.

They are very hands on and partake in numerous streams of work or projects outside of normal

Board duties. They have been involved in strategic initiatives such as rebranding, capital funding and

the development of our digital strategy, and during FY19 they committed a substantial amount of

time to the strategic review.

I would like to personally thank them for the contribution and support they provide to myself and

the wider Turners team and let you know as shareholders that you get excellent value from this

group of Directors.


21. STRATEGY UPDATE

The Group strategy review was completed in May this year.


22. PRIMARY DRIVERS BEHIND OUR STRATEGY

Taking into account the changing market dynamics and trends and looking at our business in this

context, there were four things that stood out:

• The strength of the Turners brand

• The perceived complexity of our business model

• The opportunity available in NZ’s ageing vehicle fleet
• And the growing customer demand for digitisation.


23. STRATEGIC PATHWAYS

We’ve identified three key strategic pathways that we believe will help us achieve our goal, make

our business more capital efficient, deliver a better experience for our customers and improve the

return for shareholders.

First is to simplify the business – by focusing on the brands where we have market dominance and

strength.

The second is to de-risk the business. A good example is where we can use data to make better

decisions like being an early adopter of comprehensive credit reporting. We will also investigate

whether we are the best owner for Oxford Finance, which will reduce our exposure to downturn in

credit cycles.

And finally, we will grow the business by continuing to expand our auto retail footprint across NZ,

shifting marketing investment into digital platforms, leveraging data analytics to buy and sell

smarter, evolving the customer experience in person and online, and looking for innovation and

disruptive opportunities within the auto sector.

We have a number of strengths – a strong balance sheet, a large customer base, a great consumer

brand and rich data assets. This puts us in a unique position to partner with other parties to harness

the changing market dynamic. We will look to make modest investments for opportunities that are

highly adjacent to the auto market, have alignment with the Turners’ brand, and significantly

improve the way customer needs are met.

Work has already started in much of these areas.


24. SIMPLIFY: CONSOLIDATING THE BRAND

The Automotive Retail brand consolidation has been completed with the 10 Buy Right Cars sites in

Auckland now rebranded to Turners. This has enabled us to make a step change in the culture of

the business and brought the old Buy Right cars team into Team Blue. Feedback from the team has

been very positive.



25. SIMPLIFY: STRATEGIC REVIEW OF BUSINESS UNITS
Jardens (FNZC) investment bankers have been appointed to conduct a strategic review of Oxford

Finance. We are in the middle of a process to divest the business. This will not be at any price as we

believe it is a solid and valuable business.

The strategy review highlighted that building a loan book is very capital intensive and we have

opportunities to achieve better returns by using our capital in growing our core business.

We are considering alternative ownership options for Oxford Finance and will assess these against

the value the ‘one stop shop’ model currently provides us.

Whatever the outcome, we will remain in the business of originating finance but we do not

necessarily have to be in the business of underwriting credit.

We will also conduct a strategic review of EC Credit Control in the next 12-24 months due to it not

being core to an auto-related strategy.


26. GROW: EXPAND THE RETAIL FOOTPRINT

We are continuing to expand our retail footprint across New Zealand. This is part of our omni-

channel approach – ensuring that we have a strong and consistent customer experience in all

channels where consumers are looking to buy or sell cars, whether it be online, through social media

or ‘in person’.

Ensuring we have retail sites in strategic locations across the country is a significant advantage for

our business.

When looking at new sites, for both our cars and our Trucks & Machinery business, we consider a

number of factors that determine whether we acquire the site, lease it or buy and then sell with a

lease back arrangement. This allows us to secure strategic locations and develop the site to suit our

needs.

We can access capital out of the insurance company reserves to fund the property acquisition and

development and then recycle the pool of property capital regularly to enable further projects to

be taken on. We recycled 1 property last year for a gain on sale of $3.4m. There are no plans to

recycle capital through property sales this financial year.

Over the last 5 years, we have expanded our Automotive network from 13 to 33 sites and we have

a pipeline of five years of property opportunities ahead, including large projects in Auckland and

Christchurch.


27. GROWTH IN FOOTPRINT
We have a strong pipeline of potential locations. For this year, we have committed to four new sites,

three of which will be in Auckland and one in Dunedin. We have a further five new sites planned

over the next 2 years.

I thought it may be of interest to show you some of our new sites.


28. BRANCH RE-LOCATION: WHANGAREI

After 29 years of business in Whangarei, the Turners branch was relocated earlier this year to a bigger,

better and high profile corner site.


29. WHANGAREI

For those of you that know Whangarei, this was the old Placemakers site on the corner of Walton

Street and Maunu Road – we’re predicting that it will soon be known around town simply as Turners

Corner.

For the three months to June, the new site delivered an 85% year on year increase in operating

profit and we are seeing a higher percentage of retail sales and more finance deals.


30. NEW BRANCH – NEW PLYMOUTH

We opened our first Turners branch in New Plymouth in October. Again this is on a high profile

corner site.


31. NEW PLYMOUTH

It has capacity for 180 cars and will deliver an additional $0.5m in operating earnings for the business

over the next year. This is the first time we have opened in New Plymouth and we have captured

15% of the local market within 6 months. It has really strengthened our conviction around growing

organically and has demonstrated the value in the Turners brand.


32. RELOCATION – NORTH SHORE

The new North Shore branch is the most recent opening in Auckland. This was a relocation after the

original site in Albany was compulsorily acquired by NZTA for the new Rosedale Busway Station.

This was a silver lining for us as we felt this site was sub-optimal in its configuration.
The new site in Northcote is of a similar size but with a much better layout and more closely located

to the auto retail hub of Wairau Valley. The team expects to be selling in excess of 2,000 cars a year

from this site.


33. DIGITAL AND INNOVATION

We see our digital strategy and innovation as essential to our future strategy. With his extensive

experience in this area, director Martin Berry has been helping with the development of this

strategic pathway for Turners. I’ll now hand over to him to tell you more about our plans.


34. CONTEXT: THE PAST, PRESENT AND FUTURE OF AUTOMOTIVE SALES

Good morning everyone, I am excited to get the opportunity to spend some time with you talking

about what we call the 3D’s. Digital, Data and Disruption (or Innovation), which we see as significant

growth levers for Turners moving forward.

To help set the scene, we are all aware of how technology has disrupted and evolved the automotive

sales process, having moved from a largely physical dealership model to today, where customers

are seamlessly moving between digital and physical channels in the search for the right vehicle.

Today, Turners is very focused on how we build a frictionless omnichannel experience for our

customers. Likewise, as a forward-thinking board, we are also spending significant time thinking

about what the future could look like and how we best position Turners for the long-term.


35. DIGITAL THE KEY TO THE CUSTOMER PURCHASE JOURNEY

When it comes to the customer purchase journey, digital is by far and away the most dominant and

influential channel, as you can see by some of the statistics here.


36. BUILDING AN OMNICHANNEL EXPERIENCE FUELLED BY DIGITAL

At Turners, we are laser sharp in our focus to build a seamless omnichannel experience for

customers that is heavily fuelled by a digital and data. To that affect, we have engaged a leading

digital marketing agency and have several key initiatives underway, as you can see on this slide.

37. AND POWERED BY INSIGHT THROUGH BIG DATA & ANALYTICS
Likewise, one of our biggest assets at Turners, is our rich repository of data we have built up over the years

and we have engaged the services of KPMG to help us unlock the power of this data to help drive greater

insights into our customers and how we can best manage and optimize the business moving forward.

38. ILLUSTRATIVE EXAMPLE OF KEY INSIGHTS GENERATE



39. DISRUPT: STRENGTHENING THE TURNER’S ECOSYSTEM VIA INNOVATION

Finally, as I mentioned earlier, as a board we are also spending a lot of time thinking about the future

and how we best position the company at a time of unprecedented change. As a result, we are

actively looking for partnership, platform and investment opportunities that are aligned to the

future view of customer needs and that fit within the Turner’s ecosystem.

New concepts such as peer to peer car rentals and car sharing are a part of the future and provide

a new revenue opportunity for car dealers and other industry players, and are a way of remaining

relevant to a new generation of customers.

I am excited about the future of the Turners business and as you might have seen have recently

purchased a parcel of shares. Digital and innovation investments are an absolute must to ensure

this business continues to prosper for another 50 years.


40. EXAMPLE: RECENT INVESTMENT IN COLLABORATE (CL8.ASX)

To this affect, we have recently invested in Australian listed company C8 who are pioneering the

subscription-based model, a model projected to represent 10% of all car sales by 2025. We are

excited by this opportunity to keep a very close brief on how it evolves and how we might leverage

this capability into the NZ market.

We have several more exciting opportunities in the pipeline, that we look forward to sharing with

you in the future.

I’ll now pass you back to Todd Hunter.

41. OUTLOOK AND FOCUS



42. FY20 FOCUS
I would like to wrap up with 5 key points.

Firstly, Automotive Retail is Turner’s core strength. The structural trends are compelling. Hundreds

of thousands of vehicles needing to be replaced over the next decade. We are well positioned to

take advantage of this, we will expand both our real-world and digital footprint to continue to grow

market share. We also expect to benefit from the ongoing rationalisation of the dealer network.

Secondly our insurance business will focus on Automotive Retail insurance and we will actively be

looking for partnership opportunities to increase our distribution network.

Thirdly, Finance: we will build on the good progress being made to reposition the borrower profile

towards higher quality and more profitable lending and focus on risk pricing. We are also developing

interfaces which will allow our customers to easily access our finance software platform. The sales

process for Oxford is underway and we will keep you updated on the outcome.

Fourthly, Credit: EC Credit Control is non-core to our Automotive Retail strategy and is likely to go

through a strategic review in the next two years. In the meantime, IT is a big focus and we’re

developing system integrations (eg Xero and MYOB have been ticked off) to make it easier for our

clients to load debt for collection.

Finally, Adjacent opportunities: We continue to investigate, assess and invest in adjacent

opportunities. We’ve already started down this pathway with our investment into Collaborate and

we’re looking forward to working with them and building our knowledge of this new sector.


43. FY20 OUTLOOK

We have started the year positively and at the end of Q1 were tracking ahead of budget and prior

year.

Organic growth remains our main focus as we look to build on our strengths.

We’re expecting to see further industry consolidation over the next year. From 2020, all imports will

be required to have Electronic Stability Control, which will mostly impact on the sub-$8,000 budget

segment. This will impact smaller dealers and lower priced vehicles.

The detailed strategic review recently completed has given us further confidence in our strategy and

the long term prospects for our business.

We have identified a number of growth opportunities across all businesses, which take advantage

of the changing dynamics of the industry – digital disruption, increased regulation, increasing shift

to online channels, alternative ownership models and industry consolidation. Our new strategy will

help position Turners to take advantage of investments in these opportunities as they arise. I will
now hand back to Grant for discussion in relation to the annual report or today’s presentations.


44. SHAREHOLDER DISCUSSION

Are the any questions on the presentation or results?

There will be an opportunity to ask questions about each resolution as they are put to shareholders

to vote.

If you have a question, could you clearly state your name if you are a shareholder, or, if you are a

proxy holder or corporate representative, please state the interest you represent.


45. RESOLUTIONS

I would now like to move to the resolutions before the meeting. These were notified in the Notice

of Meeting and explanatory notes have been provided.

Voting on each of the resolutions in the Notice of meeting will be by way of poll.

Staples Rodway, the company’s auditors, will act as scrutineers.

Please use the voting paper you used in the mail or were given when you registered for this meeting,

If you do not have a voting paper, you will be able to request one from scrutineers when the voting

takes place.

Only shareholders, proxy holders or corporate representatives of a shareholder may vote on today’s

resolutions.

Resolution 1

The first resolution is to record the re-appointment of Staples Rodway as auditors of the Company

and authorise the directors to fix the auditor’s remuneration.

Are there any matters for discussion or questions from the floor?

I would like to move this motion. Do I have a seconder? Thank you.

Resolutions 2 and 3: Re-election of Directors

The next two resolutions are in regards to director re-elections. We believe that having Directors

with relevant industry, commercial and governance skills is essential for the continuing success of

the Turners’ group. Diversity of thought in particular and broader commercial acumen, are also

taken into consideration by the Board when reviewing Board membership.

We currently have Directors with hands on experience in the finance, insurance and debt
management sectors as well as Directors with expertise in governance and very diverse experience

and entrepreneurial skills in sales, marketing and business growth.

Resolution 2 is for my re-election. You’ve already heard from me quite a bit today and about my

passion for the business. I’m pleased to put myself forward for re-election as a Director. I’ll ask Paul

Brynes to chair the meeting for this resolution.

Paul to stand

Thank you.

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.

Are there any questions?

I would like to move this motion. Do I have a seconder? Thank you.

I will now pass back to Grant.

Grant to stand.

The next resolution is in relation to the re-election of Alistair Petrie who retires by rotation and has

offered himself for re-election.

Alistair has been a director of Turners 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 in importing

vehicles from Japan.

Alistair 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.

He 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”. The Board considers that Alistair Petrie is a non-executive Director but is not

independent.

I will now ask Alistair to say a few words in support of his re-election.

[Address from Alistair]

Are there any questions?

I would like to move this motion. Do I have a seconder? Thank you.

Resolution 4: Constitution

The final resolution today is to approve the amendment of the Company’s Constitution, to take

effect from the close of the Meeting. This a special resolution and requires 75% approval by

shareholders voting on the resolution.

On 1 January 2019, NZX Limited introduced new Listing Rules. Turners transitioned to the Listing

Rules on 1 July 2019 and, in line with this, a number of procedural amendments are required to be

made to the existing Constitution of the Company to ensure it complies with the Listing Rules and

other legislation.

Details of the key changes and a copy of the amended Constitution have been made available to

shareholders.

Are there any questions?

I would like to move this motion. Do I have a seconder? Thank you.


46. VOTING

Many shareholders, who are not attending this meeting have voted by proxy.

I wish to advise that proxies have been received for 22,371,228 shares being 26.2% of total shares

on issue.

Please complete your voting paper by ticking “FOR”, “AGAINST” , or “ABSTAIN” in the appropriate

place on the form and ensure you have signed the form. Please do not tick the “DISCRETION” box.

If you have any difficulty, or do not have a voting paper, please raise your hand and someone will

assist you.

Once everyone has finished voting, scrutineers will collect the voting papers.

Scrutineers will now collect the voting papers. Could shareholders please pass their voting papers
to the scrutineers?

The results of today’s voting will be posted to the NZX as soon as possible.


47. OTHER BUSINESS AND CLOSE OF MEETING

That brings the formal part of the meeting to a close.

Is there any other business shareholders would like to discuss in regards to today’s presentations or

Turners’ progress?

I therefore call the 2019 annual meeting of shareholders closed.

Thank you all for your attendance today.

I would like to invite you to join Board and management for refreshments.

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