Turners rescheduled Annual Meeting

TURNERS AUTOMOTIVE GROUP LIMITED
NOTICE OF RESCHEDULED ANNUAL MEETING
Notice is given that the 2021 rescheduled annual meeting of shareholders of Turners Automotive Group
Limited (Turners or the Company) will be held as a virtual meeting on Thursday 9 September 2021
commencing at 10.30am.
Please note that any proxies already appointed online or by a completed Proxy form already received by
Computershare Investor Services Limited remain valid for the purposes of this rescheduled meeting. If
you haven’t already appointed a proxy you may still do so by following the instructions below.
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 auditor’s remuneration.
Directors
Resolution 2
That Paul Byrnes, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company until 18 February 2022.
Resolution 3
That Martin Berry, who retires by rotation and has offered himself for re-election, be re-elected as a
Director of the Company.
Resolution 4
That Antony Vriens, 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 rescheduled annual meeting are registered shareholders as at
5:00 pm on Monday 16 August 2021 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 Voting/Proxy form
previously issued (on or about 20 July 2021) and send it to Computershare Investor Services Limited,
Private Bag 92119, Auckland 1142, New Zealand, 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 rescheduled
meeting. Any proxies already appointed online or by a completed Proxy form already received by
Computershare Investor Services Limited remain valid for the purposes of this rescheduled meeting. In
the event where two or more Proxy appointments are made by the same shareholder (or
representative), the most recent appointment will prevail. 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 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 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 2021

100451683/8790422.1A
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 (in
particular the announcement of the New Zealand Government to put New Zealand into Alert Level 4
lockdown on Tuesday 17 August 2021) the Company had no option except to postpone its scheduled
in-person annual meeting, that had been scheduled for Wednesday 18 August.
The Company has now made the decision to hold its rescheduled annual meeting as virtual meeting
only. All shareholders will have the opportunity to attend and participate in the 2021 annual meeting
online via an internet connection (using a computer, laptop, tablet or smartphone).
HOW TO ATTEND THE MEETING
Shareholders can attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. The meeting will be open for registration at 10.00am (30 Minutes prior to
the start of the meeting).
To access the meeting, click ‘Go’ under the Turners Automotive Limited meeting and then click ‘JOIN
MEETING NOW’.
By using the meeting platform, you will be able to watch the meeting, vote and ask questions online
using your smartphone, tablet or desktop device. Proxies duly appointed by shareholders will be able
to participate using the meeting platform. 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.
Please refer to the enclosed Virtual Meeting Guide for more information. You will need the latest
version of Chrome, Safari, Edge or Firefox to access the meeting. Please ensure your browser is
compatible.
AUDITORS
Resolution 1
Baker Tilley Staples Rodway is automatically reappointed as auditor of the Company under section
207T of the Companies Act 1993. 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, Paul Byrnes, Martin Berry and Antony Vriens retire and, being eligible,
offer themselves for re-election. The Board unanimously supports all three respective re-elections.
Brief biographies outlining Paul Byrnes, Martin Berry and Antony Vriens’ histories and experience are set
out below.
Resolution 2
Paul Byrnes retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself
for re-election as a director until 18 February 2022.
Paul Byrnes has been a director of Turners Automotive Group Limited since February 2004 and 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

100451683/8790422.1A
4
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 2.57% shareholding in Turners Automotive
Group.
In terms of the Listing Rules, the Board considers that Paul Byrnes is an independent non-executive
Director. Mr Byrnes will not serve as a director for the full 3 year term contemplated by the Listing
Rules, but instead will retire on 18 February 2022.
Resolution 3
Martin Berry retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself
for re-election.
Martin Berry has been a director of Turners Automotive Group Limited since August 2018 and is a
seasoned global financial services executive having run large international businesses for the likes of
ANZ, Citibank, Barclays and Standard Chartered. He later focused on entrepreneurial ventures where he
has successfully built, acquired and exited several companies with values in excess of USD $600m.
Martin later founded and now runs venture capital firm Launcho Ventures out of Singapore investing in
early stage tech companies.
In terms of the Listing Rules, the Board considers that Martin Berry is an independent non-executive
Director.
Resolution 4
Antony Vriens retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself
for re-election.
Antony Vriens has been a director of Turners Automotive Group Limited since 2015 and chairman of
Turners’ insurance subsidiary since 2012. He is a highly experienced financial services industry
professional, with demonstrated success as a senior executive and consultant in insurance and wealth
management businesses across Asia, Australia and New Zealand. Antony currently holds the position
of VP of Technical Insurance Services for Manulife Asia responsible for digital transformation. 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 the Board and management.
In terms of the Listing Rules, the Board considers that Antony Vriens is an independent non-executive
Director.

---

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.