Turners Automotive Group Annual Meeting

TURNERS AUTOMOTIVE GROUP LIMITED
NOTICE OF ANNUAL MEETING
Notice is given that the 2020 annual meeting of shareholders of Turners Automotive Group Limited
(Turners or the Company) will be held as a virtual meeting on Wednesday 23 September 2020
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 Baker Tilly Staples Rodway be reappointed as auditors of the Company and that the Directors be
authorised to fix the auditors’ remuneration.
Directors
Resolution 2
That John Roberts, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
Resolution 3
That Matthew Harrison, who retires by rotation and has offered himself for re-election, be re-elected as
a Director of the Company.
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 21 September 2020 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
25 August 2020

100401191/7984760.2
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
VIRTUAL MEETING
In light of recent public health restrictions in New Zealand relating to the spread of COVID-19 (particularly
those relating to international arrivals and large gatherings of people) the Company has made the decision
to hold its first virtual annual meeting. All shareholders will have the opportunity to attend and participate in
the 2020 annual meeting online via an internet connection (using a computer, laptop, tablet or smartphone).
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will
need to visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible –
Lumi AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on
+64 9 488 8777 between 8.30am and 5.00pm Monday to Friday.
Audio will stream through the selected device, so shareholders will need to ensure that they have the
volume control on their headphones or device turned up.
Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and
ask questions, by using their own computers or mobile devices. Shareholders will still be able to appoint a
proxy to vote for them as they otherwise would, by following the instructions on the proxy form and this
Notice of Annual Meeting.
Please note that not all questions may be able to be answered during the meeting. In this case, questions
will be followed up after the meeting and all questions and answers will be made available on the Company’s
website.
Details of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, with
instructions for accessing the virtual meeting. Shareholders are encouraged to review this guide prior to the
Annual Meeting.
Shareholders will require the meeting ID – which is 336-463-583 – as well as their CSN/Securityholder
Number, which can be found on their proxy form, for verification purposes.
AUDITORS
Resolution 1
Baker Tilly 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 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, John Roberts and Matthew Harrison retire and, being eligible, offer themselves for
re-election. The Board unanimously supports these re-elections.
Brief biographies outlining John Roberts and Matthew Harrison’s histories and experience are set out below.
Resolution 2
John Roberts retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself for
re-election.
John Roberts has extensive experience in the financial services industry, having held the role of Managing
Director of credit bureau Veda International for 10 years, during which time the Veda Advantage business
was successfully listed on the ASX. John previously had over 15 years in advertising, with CEO roles with
Saatchi & Saatchi in New Zealand and Asia Pacific, before heading up MasterCard in New Zealand for three
years. John is currently a director of Centrix, a leading credit rating agency in NZ, and this keeps him

100401191/7984760.2
4
connected with the financial sector and the NZ credit cycle. John’s advertising and branding experience has
been invaluable across a number of projects within the business and he continues to add value and thought
leadership around the use of data and analytics, drawing on his Veda NZ experience. In terms of the Listing
Rules, the Board considers that John Roberts is an independent non-executive Director.
Resolution 3
Matthew Harrison retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself
for re-election.
Matthew Harrison has extensive management experience and a background in finance and business
administration. He is the former Managing Director of EC Credit Control, the debt recovery business acquired
in 2012 and has great experience dealing with credit cycles and credit management. He joined EC Credit
Control in 1998, following senior management roles in the courier industry. Matthew joined the Turners
Automotive Group Board in 2012 and represents his family interests, which have a 7.65% combined holding
in the Company. Matthew is a self-confessed “car nut” and has owned some very special cars over the years
including a McLaren P1. He is very enthusiastic about the future of Turners and, given his large shareholding
and love for automobiles, is strongly committed to seeing Turners continue its successful journey. In terms
of the Listing Rules, the Board considers that Matthew Harrison is a non-executive Director but is not
independent.

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VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
336-463-583
R
emote entry to the Annual Meeting will open at 10.00AM NZT
on W ednesday 23 September 2020, with the meeting
commencing at 10.30AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
T
o log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in Turners Automotive Group Limited. Please note, if you have logged in as a guest you will not
be able to ask any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select
then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.

---

Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Proxy/Voting Form
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 on 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
The Virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this
Proxy/Voting Form.
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.
Lodge your Proxy/Voting form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.30am on Monday 21 September 2020
VIRTUAL MEETING
Due to the ongoing public health restrictions relating to the spread of COVID-19, the Company will hold its first virtual Annual Meeting.
All shareholders will have the opportunity to attend and participate in the 2020 Annual Meeting online via an internet connection (using a
computer, laptop, tablet or smartphone). The Virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Voting Form.
Your secure access information
Control Number:
PLEASE NOTE:
www.investorvote.co.nz
Smartphone?
Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your Proxy/Voting form
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
For your proxy to be effective it must be received by 10:30am Monday 21 September 2020.
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.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
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 Virtual Annual Meeting of Turners Automotive
Group Limited on Wednesday 23 September 2020 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).
I/We being a securityholder/s of Turners Automotive Group Limited
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf 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.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Director
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1. That Baker Tilly Staples Rodway be reappointed as auditors of the Company and that the Directors be
authorised to fix the auditors’ remuneration.
2. That John Roberts, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
3. That Matthew Harrison, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
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 23 September 2020 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 23 September 2020
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 John Roberts, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
3That Matthew Harrison, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.