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Turners Dividend Reinvestment Plan

Dividend30 May 2023TRAConsumer Discretionary

Grant Baker Todd Hunter
Chairman Group Chief Executive Officer

Dear Shareholder

Turners Dividend Reinvestment Plan

The Board of Directors of Turners Automotive Group Limited has approved the adoption of a dividend

reinvestment plan (DRP). The DRP offers the opportunity to reinvest dividends payable on existing shares

by the issue of additional new shares. This provides an easy and convenient way for you to increase your

investment in Turners without paying any brokerage fees.

The Board has decided that the new shares will be issued at a 2% discount to the market price at the time

entitlements are determined. The Board may review the extent of discount (if any) at any time.

Participation in the Plan is optional, and you can decide whether to reinvest all, part or none of your cash

dividends in additional shares.

If you decide not to participate, you do not need to do anything, and you will continue to receive all future

dividends as cash. If you change your mind regarding participation, you can elect to join the Plan at any

time.

You can read a copy of the full DRP offer document at www.turnersautogroup.co.nz/investor-centre/. If you

wish to participate in the Plan please visit www.investorcentre.com/nz to update your reinvestment options

in the “My Profile” page.

If you have any queries on the Dividend Reinvestment Plan please contact Computershare by emailing

drp@computershare.co.nz or by calling 09 488 8777.

Yours sincerely

May 2023

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DIVIDEND REINVESTMENT PLAN
Offer document – May 2023

DRP

OFFER

Q&A 4
TERMS AND CONDITIONS 6

GLOSSARY 12

DIRECTORY 13

PARTICIPATION DIRECTORY NOTICE 15

This is an important document. If you have any questions or are in any doubt as to what you

should do, please contact your solicitor, accountant or financial advisor.

2

TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

The Board of Directors
of Turners Automotive

Group Limited

has approved the

establishment of a

dividend reinvestment

plan which offers you the

opportunity to reinvest

dividends payable

on existing Shares in

Additional Shares.


The offer of Additional Shares under the Plan is

being made in reliance on clause 10 of Schedule 1 of

the Financial Markets Conduct Act 2013.

■ This provides an easy and convenient way for you

to increase your investment in Turners without any

brokerage fees.

■ Participation in the Plan is optional, and you can

decide whether to reinvest all, part or none of your

cash dividends in Additional Shares. If you decide

not to participate, you do not need to do anything,

and you will continue to receive all future dividends

as cash. If you change your mind regarding

participation, you can elect to join the Plan at any

time.

■ This Offer Document explains how the Plan works

and has been prepared as at May 2023.

■ Capitalised terms used in this Offer Document have

the meanings set out in the Glossary.

TURNERS DIVIDEND

REINVESTMENT PLAN.

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TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

1. What is the Turners dividend
reinvestment plan?

The Plan enables you to reinvest the net

proceeds of dividends payable on your Shares

in Additional Shares instead of receiving that

distribution in cash.

2. Am I eligible to participate?

As at the date of this Offer Document, the Plan

is only available to Shareholders who have

a New Zealand or Australian address on the

Turners share register.

3. How do I participate in the Plan?

Once you have read this Offer Document, you

can elect to participate at any time by making

an election online at www.investorcentre.com/

nz.

Alternatively, you can send a completed

Participation Election Notice, in the form set out

at the back of this Offer Document, to the Share

Registrar, at the address set out in the Directory.

4. What options do I have regarding

participating in the Plan?

Participation in the Plan is optional. If you wish

to participate in the Plan, you may elect:

(a) Full participation: Where all of your Shares

(including all Shares held both now and

any Shares acquired in the future, including

where issued or transferred to you under

the Plan) will be treated as participating in

the Plan for all future dividends to which

the Plan applies (unless you vary your

participation in the Plan in accordance with

the terms and conditions of the Plan).

(b) Partial participation: Where only the

number of Shares nominated by you

will participate in the Plan for all future

dividends to which the Plan applies (unless

you vary your participation in the Plan in

accordance with the terms and conditions

of the Plan).

You will continue to receive in cash any

dividend on any of your Shares which do not

participate in the Plan. If you do not wish to

participate in the Plan, you are not required to

do anything. You will continue to receive in cash

any dividends paid on all of your Shares.

5. What if I change my mind?

You can join the Plan, vary your participation

or withdraw from the Plan at any time online

at www.investorcentre.com/nz or by sending

a completed Participation Election Notice

to the Share Registrar. Participation Election

Notices are available online at the website set

out above, or from the Share Registrar upon

request.

6. How much does it cost?

Participation in the Plan is free and provides

you with the ability to acquire Additional Shares

free of any brokerage, commission or other

transaction costs.

7. What price will I pay?

The price of Shares under the Plan will be based

upon the volume weighted average sale price

of Shares sold on the NZX Main Board over a

period of five trading days starting on the “Ex

Date” (which is one trading day before the

Record Date). The Share price may be subject

to a discount set by the Board from time to

time. The discount, if any, will be announced by

Turners to Shareholders at the same time the

dividend is announced for the relevant period.


8. Can the Plan be changed in the future?

Yes. The Board may change, suspend or cancel

the Plan at its sole discretion. If that occurs,

notice will usually be given through NZX and

ASX.

Q&A.

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TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

9. Can I sell the Shares I acquire under the
Plan?

Yes. You can sell Shares acquired under the Plan

at any time, subject to your compliance with all

applicable laws.

10. Are there any tax implications?

For New Zealand and Australian income tax

purposes, dividends reinvested in shares under

a dividend reinvestment plan are generally

treated in the same manner as a cash dividend.

It is recommended that each Shareholder

contact their professional tax adviser for more

information about their specific circumstances.

Refer to clause 10 of the terms and conditions

set out below.

5

TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

TERMS AND CONDITIONS.
1. What is the Turners dividend

reinvestment plan?

This Offer Document contains the terms and

conditions of Turners’ dividend reinvestment

plan.

Under the Plan, you may elect to reinvest the net

proceeds of cash dividends payable or credited

on all or some of your fully paid Shares by

acquiring Additional Shares.

The Record Date for determining your

entitlement to Additional Shares under the Plan

is 5.00pm New Zealand time on the date fixed

by Turners for determining entitlements to

dividends payable or credited on Shares.

2. The Offer

2.1. Offer to Eligible Shareholders

The Plan is available to you if, subject to clauses

2.3 and 2.4, you are the holder of ordinary

shares in Turners.

2.2 Available Options

You may elect to participate in the Plan by

exercising one of the following options:

a) Full participation – If you elect full

participation, participation in the Plan will

apply to all Shares registered in your name

on each relevant Record Date.

b) Partial participation – If you elect partial

participation, only the number of Shares

nominated by you will participate in the

Plan. If you nominate a number of Shares in

excess of the number of Shares held by you,

your application will be deemed to be an

application for full participation.

If you do not wish to participate in the Plan, you

do not need to do anything. You will continue to

receive in cash any dividends paid on all of your

Shares.

2.3 Overseas Shareholders

Turners may, in its absolute discretion, elect not

to offer participation in the Plan to Shareholders

whose registered address is outside New

Zealand or Australia if Turners considers that to

do so would risk breaching the laws of any other

jurisdiction and it would be unduly onerous

to ensure compliance with the laws of that

jurisdiction.

As at the date of this Offer Document, the Board

has elected not to offer participation in the Plan

to Shareholders whose registered address is

outside New Zealand or Australia or such other

jurisdictions where Turners is satisfied at its

absolute discretion from time to time that the

offer may lawfully be made without the need for

a prospectus, product disclosure statement or

other registration. The Board may amend this

policy at any time, in its sole discretion.

If you are not resident in New Zealand or

Australia and you participate in the Plan through

a New Zealand or Australian resident nominee,

you will be deemed to represent and warrant

to Turners that you can lawfully participate in

the Plan through your nominee. Turners accepts

no responsibility for determining whether

any person is able to participate in the Plan

under laws applicable outside New Zealand or

Australia.

2.4 Exclusion where liens or charges over

Shares

If you hold any Shares over which Turners has a

lien or charge, those Shares will not be eligible

to participate in the Plan.

3. Method of Participation

3.1 Participation Election

To participate in the Plan, you must make a

“Participation Election” in one of the following

ways:

a) Online Election

By visiting the website of the Share

Registrar, Computershare Investor Services

Limited: www.investorcentre.com/nz

b) Participation Election Notice

By completing a Participation Election

Notice provided by the Share Registrar in

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TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

accordance with the instructions on that
form and returning it to:

By post:

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142 New Zealand

By email:

drp@computershare.co.nz,

or such other person or address as Turners

may determine from time to time.

You can make an election to participate in the

Plan at any time while the Plan is in effect.

You can at any time elect to participate by

visiting the website of the Share Registrar

(www.investorcentre.com/nz) or by requesting

a Participation Election Notice and Offer

Document from the Share Registrar.

If your Participation Election does not indicate

your level of participation in the Plan, you will

be deemed to have elected full participation if

your Participation Election is otherwise correctly

completed and, where applicable, signed.

Turners may accept or reject a Participation

Election that is not properly completed or,

where applicable, signed, and correct any error

in, or omission from, a Participation Election.

You must provide a separate Participation

Election in respect of each holding of Shares

identified by a separate holder number or

common shareholder number that you wish to

participate in the Plan.

3.2 When participation becomes effective

Participation will be effective as to dividends

payable or credited from the first Record Date

after receipt by the Share Registrar of a properly

completed Participation Election or, if your

Participation Election is received after a Record

Date but before 5.00pm on an Election Date,

from the Record Date immediately preceding

that Election Date.

Any Participation Election received after 5.00pm

New Zealand time on an Election Date will be

effective only from the next dividend.

Your participation in the Plan will continue for

all future dividends to which the Plan applies

in accordance with these terms and conditions

(unless you vary your participation in the Plan in

accordance with these terms and conditions).

A Participation Election will not attach to the

Shares in respect of which it has been given, but

will be personal to the Shareholder giving it.

4. Additional Share Entitlement

4.1 Formula for calculation of Additional

Shares and Strike Price

If you elect to participate in the Plan, the

number of Additional Shares to be issued

or transferred to you will be calculated in

accordance with the following formula:

N = PS x D

Strike Price

Where:

N is the number of Additional Shares you will

receive (with fractional entitlements rounded

down to the nearest whole number).

PS is the number of your Participating Shares.

D is the net proceeds per Share from Turners

(expressed in cents and fractions of cents,

including any supplementary dividends in

respect of Participating Shares payable to

non-resident Shareholders but excluding any

imputation credits and after deduction of any

resident and non-resident withholding (or other)

taxes, if any) of cash dividends payable or

credited on that Share by Turners which would

otherwise have been payable to you in cash if

you had not elected to participate in the Plan.

Strike Price is the volume weighted average sale

price in New Zealand dollars (expressed in cents

and fractions of cents) for a Share calculated on

all trades of Shares which took place through

the NZX Main Board over the period of five

trading days starting on the “Ex Date” (which is

one trading day before the Record Date), less a

discount (if any) determined by the Board in its

absolute discretion.

If no sales of Shares occur during those five

trading days, then the volume weighted average

sale price will be deemed to be the sale price

for a Share on the last on market trade of Shares

which took place prior to such trading days as

determined by NZX.

The Strike Price may be reasonably adjusted by

Turners to allow for any bonus issue or dividend

or other distribution expectation. If, in the

opinion of the Board in its sole discretion, any

exceptional or unusual circumstances (including

any unusual or irregular trades) have artificially

affected the Strike Price, Turners may make

such adjustment to that price as it considers

reasonable.

Any percentage discount determined by the

Board shall be announced by Turners to NZX

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TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

and ASX at the same time the dividend is
announced for the relevant period.

The determination of the Strike Price by the

Board, or by some other person nominated by

the Board, will be binding on all participants in

the Plan.

4.2 Fractional Shares

Where the number of Additional Shares to be

acquired by you calculated in accordance with

clause 4.1 includes a fraction, the number of

Additional Shares to be issued will be rounded

down to the nearest whole number of Shares.

Any net proceeds per Share which are not

applied to acquire an Additional Share because

of the operation of this clause 4.2 will be held

to the order of the Participating Shareholder

and applied under the Plan on the Participating

Shareholder’s behalf the next time the Plan

operates.

If the Participating Shareholder:

a) terminates or ceases his or her participation

in the Plan, under clause 8.3(b) or 8.4 of this

Plan; or

b) ceases to be a shareholder of Turners,

any amount above NZ$2.50, which at the

time is held to the order of the Participating

Shareholder under this clause 4.2, will be paid

in cash to the Participating Shareholder (or

his or her successor in the event of cessation

of participation due to the Participating

Shareholder’s death) on the next dividend

payment date. Amounts of NZ$2.50 or less

which are held to the order of the Participating

Shareholder at that time will be forfeited.

4.3 Share price information publicly

available

Turners will ensure that, at each time the Strike

Price is set under clause 4.1, it will have no

information that is not publicly available that

would, or would be likely to, have a material

adverse effect on the realisable price of the

Shares if the information was publicly available.

4.4 Compliance with laws, Listing Rules and

Constitutions

The Plan will not operate to the extent that the

issue or transfer of Additional Shares under

the Plan would breach any applicable law, the

NZX Listing Rules, the ASX Listing Rules or any

provision of the Constitution.

If, for any reason, Turners cannot or does not

issue or transfer you Additional Shares under

the Plan in respect of a dividend, the relevant

dividend on your Participating Shares will be

paid or distributed to you in the same manner as

to Shareholders not participating in the Plan.

5 Operation of the Plan

5.1 Direction to apply dividend proceeds

By accepting this offer, each Participating

Shareholder directs Turners to apply the net

proceeds of every cash dividend to which

the Plan applies payable or credited on the

Participating Shares held by the Participating

Shareholder on the relevant dividend’s Record

Date as payment for the Additional Shares to

be issued to the Participating Shareholder, in

accordance with the Plan.

Such direction will continue until the

Participating Shareholder or Turners terminates

the Participating Shareholder’s participation in

the Plan in accordance with these terms and

conditions and will not apply during any period

which Turners suspends the Plan or after Turners

has terminated the Plan.

5.2 Additional Shares

Turners will issue or transfer to you the number

of Additional Shares calculated in accordance

with clause 4.1 on the day that you would

otherwise have been paid a dividend.

5.3 Terms of issue and ranking of Additional

Shares

Your Additional Shares will be issued or

transferred to you on the terms set out in

this Plan, subject to the rights of termination,

suspension and modification set out in clause

8. Your Additional Shares will, from the date of

issue or transfer to you, have the same rights

as and rank equally in all respects with all other

Shares on issue as at that date.

6 Source of Additional Shares

Additional Shares may, at the Board’s discretion,

be:

a) new Shares issued by Turners;

b) existing Shares acquired by Turners or a

nominee or agent of Turners; or

c) any combination of new Shares and existing

Shares.

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TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

7. Statement to participating Shareholders
If you elect to participate in the Plan, Turners

or the Share Registrar will send to you, as

soon as practicable after each date on which

Turners pays a dividend on Shares (other than

a dividend where the Plan does not operate

in respect of your Participating Shares), a

statement detailing:

a) the number of your Participating Shares as

at the relevant Record Date;

b) the amount of:

(i) your cash dividend reinvested in

Additional Shares; and

(ii) your dividend paid in cash on the Shares

which were not Participating Shares (if

applicable);

c) the amount of any tax deductions or

withholdings made in respect of the cash

dividend;

d) the Strike Price and the number of

Additional Shares issued or transferred to

you under the Plan;

e) the amount of any imputation or other

taxation credits in respect of the cash

dividend; and

f) such other matters required by law with

respect to dividends and/or reinvestment.

8 Termination, suspension and

modification

8.1 Termination, suspension or modification

The Board may at any time in its sole discretion:

a) terminate, suspend or modify the Plan. If the

Plan is modified, your Participation Election

will be deemed to be a Participation

Election under the Plan as modified unless

that Participation Election is withdrawn or

varied by you in accordance with clause 8.3;

b) resolve that participation will not apply in

whole or part to any dividend and that the

balance of the dividend (as the case may

be) will be paid in cash;

c) resolve, in the event of the subdivision,

consolidation or reclassification of the

Shares into one or more new classes of

Shares, that a Participation Election will

be deemed to be a Participation Election

in respect of the Shares as subdivided,

consolidated or reclassified unless such

Participation Election is subsequently

withdrawn or varied in accordance with

clause 8.3;

d) resolve that a Participation Election will

cease to be of any effect;

e) resolve that Additional Shares may be

acquired at a discount to the market price of

Shares in accordance with clause 4.1;

f) determine that Shareholders in specific

jurisdictions outside New Zealand and

Australia may participate in the Plan; or

g) determine that the Plan may be

underwritten on such terms as agreed

between Turners and an underwriter.

8.2 Prior notice

Notice of any termination, suspension or

modification of the Plan under clause 8.1 will be

given by way of an announcement to NZX and

ASX Notwithstanding the above, Turners may at

any time, without the need for any notice:

a) terminate, modify or suspend the Plan to

comply with the Constitution, the NZX

Listing Rules, the ASX Listing Rules or any

applicable law; and

b) make minor amendments to the Plan where

such amendments are of an administrative

or procedural nature.

8.3 Variation or termination by you

You may at any time:

a) increase or decrease the number of your

Participating Shares by making a new

Participation Election in accordance with

clause 3.1; or

b) terminate your participation in the Plan by

written notice to the Share Registrar or by

visiting the website of the Share Registrar.

Such variation or termination will take effect

from the first Record Date after receipt by the

Share Registrar of the new Participation Election

or the termination notice, as the case may be or,

if your new Participation Election or termination

notice is received after a Record Date but before

5.00pm on an Election Date, from the Record

Date immediately preceding that Election Date.

8.4 Death of Shareholder

If a Participating Shareholder dies, participation

in the Plan by that Participating Shareholder

will cease on receipt by the Share Registrar

of a notice of death in a form acceptable to

the Share Registrar. Death of one of two or

more joint Participating Shareholders will not

9

TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

automatically terminate participation in the Plan.
9 Reduction or termination of

participation where no notice is given

9.1 Dispositions where partial participation

If you elect to participate in the Plan in respect

of some but not all your Shares and you dispose

of some of your Shares then, unless you notify

the Share Registrar otherwise in writing:

a) the Shares disposed of will be deemed to be

Shares which are not Participating Shares;

and

b) if the number of Shares disposed of is

greater than the number of your Shares

which are not Participating Shares, the

balance will be attributed to Participating

Shares.

9.2 Partial dispositions where full

participation

If you elect full participation in the Plan and you

dispose of part of your holding of Shares, the

Plan will only apply in respect of the number

of Shares held by you on each relevant Record

Date following that disposal.

9.3 Dispositions of all Shares

If you dispose of all of your holding of Shares,

you will be deemed to have terminated

participation in the Plan from the date the Share

Registrar registers a transfer of those Shares.

10 Taxation

The statements below in relation to taxation

reflect the New Zealand tax law as at the date

this Offer Document was prepared, and, as

such, are subject to any change in New Zealand

taxation laws.

10.1 New Zealand Shareholders

For New Zealand tax purposes, if you reinvest

the net proceeds of your cash dividends to

acquire Additional Shares, you should be treated

in the same way as if you had not participated in

the Plan. This means that if you participate in the

Plan, you should derive dividend income of the

same amount that you would have derived had

you not participated in the Plan.

The taxation summary above is based on

New Zealand taxation laws as at the date

of this Offer Document and is, of necessity,

general. It does not take into account your

individual circumstances and the specific tax

consequences of your participation or non-

participation in the Plan, which may vary

considerably. You should not rely on this general

summary but should seek your own tax advice.

Turners does not accept any responsibility

for the financial or taxation effects of your

participation or non-participation in the Plan.

10.2 Australian Shareholders

For Australian tax purposes, an Australian

resident Participating Shareholder should be

treated in the same way as if they had not

participated. This means that the Participating

Shareholder will derive a dividend of the same

amount that they would have derived if they had

not participated (that is, they would be treated

as receiving a dividend from Turners which

is then applied to purchase or subscribe for

Additional Shares).

The gross dividend (including any withholding

tax deducted in New Zealand) is expected

to form part of the assessable income of the

Australian resident Participating Shareholder

taxed at the applicable marginal tax rates. The

Australian resident Participating Shareholder

may be entitled to a foreign income tax offset

for any withholding tax deducted in New

Zealand. For capital gains tax purposes, the

cost base of the Additional Shares will generally

include the amount of the dividend applied to

acquire the Additional Shares. For New Zealand

tax purposes, an Australian Shareholder should

be treated in the same way as if they had not

participated. This means that the Australian

Shareholder will derive a dividend of the same

amount that they would have derived if they had

not participated (i.e., the Australian Shareholder

will be treated as receiving a dividend from

Turners which is then applied to purchase or

subscribe for Additional Shares).

Accordingly, where the dividend is paid to

Australian Shareholders it will be subject to New

Zealand non-resident withholding tax (“NRWT”)

which is deducted at source by Turners (and

therefore reduces the amount applied to

purchase or subscribe for Additional Shares).

NRWT will generally be deducted at the rate

of 15%. However, where the dividend is fully

imputed, the impact of NRWT may effectively

be negated by Turners paying the Australian

Shareholder a supplementary dividend in

addition to the dividend paid to all Shareholders

(both the dividend and the supplementary

dividend can participate in the DRP, being the

10

TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

cash amount received after the deduction of
NRWT).

10.3 Other non-resident Shareholders

Where the dividend is paid to non-New Zealand

resident Shareholders, it will be subject to

NRWT which is deducted at source by Turners

(and therefore reduces the amount applied to

purchase or subscribe for Additional Shares).

The rate at which NRWT is imposed will depend

on the extent to which imputation credits

are attached to a dividend and whether the

Shareholder is tax resident in a country which

has entered into a tax treaty with New Zealand.

Generally, NRWT is deducted at the rate of:

a) 15%, or 0% if the tax rate applicable after

applying any relevant tax treaty would be

less than 15%, to the extent that a dividend

is fully imputed; or

b) 30%, or the tax rate applicable after

applying any relevant tax treaty, to the

extent that a dividend is not fully imputed.

c) Depending on the extent to which a

dividend is imputed, the impact of NRWT

may effectively be mitigated by Turners

paying a supplementary dividend in addition

to the dividend paid to all Shareholders.

11 Costs

You will not be charged for participation or

withdrawal from the Plan. No brokerage or

commission costs will be incurred in respect of

the acquisition of Additional Shares.

12 NZX Main Board Quotation

Turners’ ordinary shares are quoted on the NZX

Main Board and as a foreign exempt entity on

the official list of ASX. It is expected that such

Additional Shares will be quoted on the NZX

Main Board and ASX on completion of allotment

procedures.

However, neither NZX nor ASX accept any

responsibility for any statement in this Offer

Document.

13 NZX Listing Rules and ASX Listing Rules

This Plan is subject to the NZX Listing Rules

and ASX Listing Rules. In the event of any

inconsistency between the Plan and the NZX

Listing Rules or applicable ASX Listing Rules,

the NZX Listing Rules or applicable ASX Listing

Rules will apply.

14 Information for Australian Shareholders

In respect of Australian Shareholders, the offer

of Additional Shares under the Plan does not

require disclosure for the purposes of section

706 of the Corporations Act 2001 (Cth.).

Australian resident Shareholders should note

that Turners is not licenced to provide financial

product advice in relation to the Additional

Shares offered under the Plan, and this Offer

Document does not constitute financial product

advice. Shareholders should contact their

professional advisers if they have questions

about how the Plan will apply to them. There is

no cooling-off regime that applies in respect of

the issue of Shares under the Plan.

14 Governing law

This Offer Document, the Plan and its operation

will be governed by the laws of New Zealand.

15 Other information

You may obtain, free of charge, Turners’ most

recent annual report and financial statements

(and any auditor’s report on those financial

statements) by contacting Turners at the

address set out in the Directory.

Alternatively, you may download these

documents from Turners’ website:

www.turnersautogroup.co.nz

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TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

GLOSSARY.

Additional Shares means the additional Shares to be issued or transferred to Participating

Shareholders pursuant to the Plan.


ASX means the Australian Securities Exchange operated by ASX Limited.


ASX Listing Rules means the listing rules of ASX as applicable to Turners from time to time.


Board means the board of directors of Turners.


Constitution means the constitution of Turners.


Election Date means, in respect of each Record Date, the first trading day after that Record

Date or such later date set by the Board and advised to the NZX Main Board.


NZX means NZX Limited.


NZX Listing Rules means the listing rules of NZX from time to time.


NZX Main Board means the main board equity security market operated by NZX.


Offer Document means this booklet which sets out the terms and conditions of the Plan.


Participating Shareholder means a Shareholder who has validly elected to participate in the

Plan.


Participating Shares means the Shares held by a Participating Shareholder in respect of

which the Participating Shareholder has validly elected to participate in the Plan.


Participation Election means your election to participate in the Plan, made in one of the ways

specified in clause 3.1 of this Offer Document.


Participation Election Notice means the participation election form available from the Share

Registrar in hard copy or online.


Plan means Turners’ dividend reinvestment plan established by the Board on the terms and

conditions set out in this Offer Document, as amended from time to time.


Record Date means 5.00pm New Zealand time on the date fixed by Turners for determining

entitlements to dividends payable or credited on Shares.


Share Registrar means Computershare Investor Services Limited.


Shareholder means a holder of one or more Shares from time to time.


Shares means fully paid ordinary shares in Turners.


Strike Price means the price at which Additional Shares will be issued to Participating

Shareholders, calculated in accordance with clause 4.1 of this Offer Document.


Turners means Turners Automotive Group Limited.

12

TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

DIRECTORY
Turners

Turners Automotive Group Limited

Level 5, 70 Shortland Street

Auckland Central

Auckland, 1010

Phone: 0800 100 601

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland, 1142

New Zealand

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

Phone: +64 9 488 8777

Email: drp@computershare.co.nz

Legal Advisers

Chapman Tripp

Level 34, PwC Tower

15 Customs Street West

Auckland 1010

13

TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

NOTES
14

TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023

PARTICIPATION ELECTION NOTICE
Turners Automotive Group Limited – Dividend Reinvestment Plan

Do not complete this form if you wish to continue to receive in cash any dividends declared in

respect of all of your Shares in Turners Automotive Group Limited (“Turners”).

Turners has a dividend reinvestment plan (the “Plan”). Full details of the Plan are set out in the

Offer Document dated May 2023. Capitalised terms not defined in this Participation Election

Notice have the meaning given to those terms in the Glossary of the Offer Document.

If you wish to reinvest all or part of your Turners dividends under the Plan, complete and return

this form in the enclosed reply-paid envelope or email the completed form to:

drp@computershare.co.nz.

Alternatively, you may make your Participation Election or vary an existing Participation Election

online by visiting www.investorcentre.com/nz.

Note: Applications received from non-New Zealand resident Shareholders will only be accepted if

permitted by the laws in force in the jurisdiction of that non-New Zealand resident Shareholder.

Name(s) ...................................................................................................................................................................................

Address ....................................................................................................................................................................................

CSN / Holder Number ........................................................................................................................................................

Daytime phone......................................................................................................................................................................

In terms of Turners’ dividend reinvestment plan, I/we wish to participate in the Plan and request:

(Choose one option only):

Full participation in the Plan for all my Shares I may hold from time to time

Partial participation in the Plan, for the number of Shares stated.

Please specify number of Shares ................................................................

OR

Joint holders must each sign. Companies must execute by an authorised officer or attorney. If

signed by an attorney, a certificate of non-revocation must accompany this form, and the relevant

authority must either have been provided previously to the Share Registrar or accompany this form.

I/We acknowledge that I/we have received and read a copy of the Offer Document. I/We agree

to be bound by the terms and conditions of the Plan set out in the Offer Document dated [date]

and this form. I/We hereby direct that the net proceeds of all cash dividends I am/we are entitled

to be paid or credited in respect of my/our Participating Shares be applied towards the purchase

of Additional Shares in accordance with the Plan.

Signature of Shareholder(s) (joint holders should all sign):

Signed X ............................................................................................Date ..............................................................

Signed X ............................................................................................Date ..............................................................

Signed X ............................................................................................Date ..............................................................

Participation will commence on the first Record Date after receipt by the Share Registrar of

your correctly completed Participation Election or, if your Participation Election is received

after a Record Date but before 5.00pm on an Election Date, from the Record Date immediately

preceding that Election Date.

Participation will continue to apply until varied or terminated in accordance with the terms and

conditions of the Plan or until the Plan is terminated or suspended by Turners.

15

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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