Turners Annual Meeting

TURNERS AUTOMOTIVE GROUP LIMITED
NOTICE OF ANNUAL MEETING
Notice is given that the 2023 annual meeting of shareholders of Turners Automotive Group Limited
(Turners or the Company) will be held in the Toroa Room, PwC Tower, Commercial Bay, Level 2,
15 Custom Street West, Auckland, New Zealand on Wednesday 23 August 2023 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 auditor of the Company and that the Directors be
authorised to fix the auditor’s 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.
Resolution 4
That Lauren Quaintance, who was appointed by the Board since the Company’s last annual meeting and
retires pursuant to NZX Main Board Listing Rule 2.7.1 and, being eligible, has offered herself for election,
be elected as a Director of the Company.
Directors Remuneration
Resolution 5
That the pool for Directors’ fees be increased by $255,000 from $665,000 to $920,000 per financial year,
with effect for the financial year commencing 1 April 2023.
SPECIAL RESOLUTION
Minor alteration to Constitution
To consider and, if thought fit, pass the following special resolution:
Resolution 6
To alter the Constitution of the Company by deleting clause 4 of Schedule 2 and substituting the
following:
4 Proxy form must be sent or made available with notice
A proxy form must be sent or made available with each notice of meeting.

EXPLANATORY NOTES
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 August 2023 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, 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
24 July 2023

EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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, John Roberts and Matthew Harrison retire and, being eligible, offer themselves for
re-election. The Board unanimously supports their respective re-elections.
Under Listing Rule 2.7.1 and in accordance with the Company’s constitution, any person who is appointed as
a Director by the Directors shall retire from office at the next annual meeting, but shall be eligible for
election at that same meeting. In this case, Lauren Quaintance retires from office, and being eligible, offers
herself for election by shareholders at the annual meeting. 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 as a director.
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 25 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
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 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 7.47% combined holding
in the company. Matthew is a self-confessed “car nut” and has collected and owned a variety of special cars
over the years. 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.
Resolution 4
Lauren Quaintance was appointed as a director by the Board in the period following the last annual
meeting. Accordingly, she retires under the constitution of the Company and Listing Rule 2.7.1 and, being
eligible, offers herself for election.
Lauren Quaintance has been working with the board as an Emerging Director since October 2021 and was
appointed as an Independent Director on 3 April 2023. Lauren has had a highly successful career in media
and marketing and as an entrepreneur. She was the co-founder and Managing Director of Storyation, a
leading Australian digital content marketing agency, which was sold to ASX- listed NewsCorp in late 2019.

Lauren was named Entrepreneur of the Year at the B&T Women in Media Awards in Australia and is currently
Chief Media and Data Officer for Sky Television. As well as Turners and DPL Insurance, she is an
Independent Director for the Crusaders and ChristchurchNZ. Her journalistic pedigree combined with digital
marketing experience and entrepreneurial skills fit well with the Turners direction and culture.
In terms of the Listing Rules, the Board considers that Lauren Quaintance is an independent director.
DIRECTORS’ REMUNERATION
Resolution 5
This resolution proposes to shareholders that the pool for Directors’ fees be increased from $665,000 to
$920,000 per annum per financial year, with effect from the financial year commencing 1 April 2013. The
last increase was approved by shareholders at Turners’ 2018 Annual Meeting which resulted in the current
pool of $665,000 per annum. Actual fees paid in the financial year ending 31 March 2023 were $632,000.
The Directors’ fees pool is used to make remuneration payments to Turners’ Directors, Chair and Board
members based on their experience, role and contributions. We engaged Strategic Pay to review our
Director remuneration against market standards to ensure that our Directors receive remuneration which
reflects the time and experience they contribute. The review considered the current position of Turners
against other New Zealand publicly listed companies. Based on the market review, and due consideration,
the Board considers the proposed increase would result in appropriate levels of Director remuneration based
on market consensus at competitive levels. A copy of Strategic Pay’s Directors’ Fees Review is available on
Turners website: https://www.turnersautogroup.co.nz/results-presentations/
The proposed pool increase is based on the following allocation, however is subject to the final discretion of
the Board:
Office
Current
remuneration
Proposed
remuneration
Amount of
increase
No. of Persons
holding office
Chair 150,000 190,000 40,000 1
Non-executive Director 75,000 95,000 20,000 6
Chair of DPL Insurance Limited 35,000 40,000 5,000 1
Chair of Audit & Risk Committee 15,000 20,000 5,000 1
Chair of Credit & Lending Committee 15,000 20,000 5,000 1
Director of DPL Insurance Limited - 20,000 20,000 2
Member of Audit & Risk Committee - 10,000 10,000 2
Member of Credit & Lending Committee - 10,000 10,000 2
Aggregated Director’s remuneration 665,000 920,000 255,000
Note - DPL Insurance is legally required to operate a separate board because it holds an insurance license
with the Reserve Bank of New Zealand. The chair, Antony Vriens and directors, John Roberts and Lauren
Quaintance, of DPL Insurance Limited are also a non-executive director of Turners Automotive Group.
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes cast in favour of Resolution
5 by any Director and any of their respective Associated Persons (as that term is defined in the NZX Listing
Rules), other than where the vote is cast by a Director or any of their respective Associated Persons as
proxy for a person who is entitled to vote on Resolution 5 and in accordance with their express directions on
the Proxy Voting Form to vote on Resolution 5.
MINOR ALTERATION TO CONSTITUTION
Resolution 6
Resolution 6 proposes to make a minor alteration to the Constitution of the Company to enable proxy
appointment forms to either be sent “or made available” with each notice of meeting” of shareholders. The
effect of the change is that proxy forms will not need to be enclosed with future notices of meeting, but

instead the Company will be able to provide a URL link to Computershare’s investor vote voting and proxy
appointment electronic facility.
Under the Companies Act 1993 alterations to the constitution must be approved by “special resolution” –
75% of shareholder attending a meeting in person or by proxy.

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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 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
a copy of the notice appointing him or her to the meeting. Notices appointing
representatives must be provided to Computershare at least 48 hours before the
time of the meeting.

Voting Restrictions
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any
votes cast in favour of Resolution 5 by any Director and any of their respective
Associated Persons (as that term is defined in the NZX Listing Rules), other than
where the vote is cast by a Director or any of their respective Associated Persons
as proxy for a person who is entitled to vote on Resolution 5 and in accordance
with their express directions on the Proxy Voting Form to vote on Resolution 5.
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
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.
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For your proxy to be effective it must be received by 10.30am on Monday, 21 August 2023.

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 Annual Meeting of Turners Automotive Group
Limited to be held in the Toroa Room, PwC Tower, Commercial Bay, Level 2, 15 Custom Street West, Auckland, New Zealand on Wednesday, 23 August 2023
commencing 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 (if a Poll is called)
STEP 2
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
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
For
Against
Abstain
Proxy
Discretion
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
ATTENDANCE SLIP
Annual Meeting of Turners Automotive Group
Limited to be held in the Toroa Room, PwC Tower,
Commercial Bay, Level 2, 15 Custom Street West,
Auckland, New Zealand on Wednesday, 23 August 2023
commencing at 10.30am.
1.
That Baker Tilly Staples Rodway be reappointed as auditor of the Company and that the
Directors be authorised to fix the auditor’s 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.
4.
That Lauren Quaintance, who was appointed by the Board since the Company’s last annual
meeting and retires pursuant to NZX Main Board Listing Rule 2.7.1 and, being eligible, has
offered herself for election, be elected as a Director of the Company.
5.
That the pool for Directors’ fees be increased by $255,000 from $665,000 to $920,000 per
financial year, with effect for the financial year commencing 1 April 2023.
Special Resolution
6.
To alter the Constitution of the Company by deleting clause 4 of Schedule 2 and substituting
the following:
4 Proxy form must be sent or made available with notice
A proxy form must be sent or made available with each notice of meeting.