Turners Capital Change Notice

Capital Change Notice




Section 1: Issuer information
Name of issuer Turners Automotive Group Limited
NZX ticker code TRA
Class of financial product Unlisted options convertible to fully
paid ordinary shares in Turners
Automotive Group Limited
ISIN (If unknown, check on NZX website) NZVNLE0001S1
Currency NZ$
Section 2: Capital change details
Number issued 2,300,000
Nominal value (if any) N/A
Issue price per security Nil on issue
Nature of the payment (for example, cash or other consideration) Consideration for services provided to
the company and its subsidiaries by
certain key employees
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued (calculated on the
number of Financial Products of the Class, excluding any Treasury Stock, in
existence)
100% (prior to this issue TRA does
not have any existing options to
acquire ordinary shares in TRA on
issue).
For an issue of Convertible Financial Products or Options, the principal
terms of Conversion (for example the Conversion price and Conversion date
and the ranking of the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise price and
exercise date)
Upon vesting each option can be
converted into one ordinary share.
There are four tranches of 575,000
options which vest on 1 June 2021,
2022, 2023 and 2024.
The expiry dates for each tranche are
31 May 2023, 2024, 2025 and 2026.
Options are exercisable by notice in
writing with payment of the exercise
price of $2.00 per option. Any
unexercised options in each tranche
expire if not exercised by the relevant
expiry date. See the schedule for
detail.
The options are not transferable
without TRA’s approval.
Reason for issue and specific authority for issue (the reason for change must
be identified here)
Issue of options under the Turners
Automotive Group Limited Option
Plan.
Total number of Financial Products of the Class after the issue (excluding
Treasury Stock) and the total number of Financial Products of the Class held
as Treasury Stock after the issue/acquisition/redemption.
2,300,000
In the case of an acquisition of shares, whether those shares are to be held
as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including a
reference to the rule pursuant to which the issue, acquisition, or redemption
is made
Board resolutions dated 18 June 2020
and NZX Listing Rule 4.6.1.
Terms or details of the issue (for example: restrictions, escrow
arrangements)
Options convertible to ordinary shares
upon exercise. The Schedule
contains further detail.
Date of issue/acquisition/redemption 6 July 2020

Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Barbara Badish
Contact person for this announcement Todd Hunter
Contact phone number 021 722 818
Contact email address Todd.hunter@turners.co.nz
Date of release through MAP 6 July 2020

SCHEDULE – OPTIONS DETAILS


Eligible Employee Total Options Exercise Price Tranche 1 Tranche 2 Tranche 3 Tranche 4
Todd Hunter
(Group CEO)
1,000,000 $2.00 250,000 250,000 250,000 250,000
Aaron Saunders
(Group CFO)
500,000 $2.00 125,000 125,000 125,000 125,000
Dave Wilson
(CEO EC Credit)
200,000 $2.00 50,000 50,000 50,000 50,000
Guy Bryden
(COO Oxford
Finance)
200,000 $2.00 50,000 50,000 50,000 50,000
James Searle
(Group GM
Insurance)
200,000 $2.00 50,000 50,000 50,000 50,000
Greg Hedgepeth
(CEO Auto Retail)
200,000 $2.00 50,000 50,000 50,000 50,000

Total 2,300,000 575,000 575,000 575,000 575,000