Turners Automotive Group logo

Turners Annual Meeting

AGM18 August 2024TRAConsumer Discretionary

TURNERS AUTOMOTIVE GROUP LIMITED
NOTICE OF ANNUAL MEETING

Notice is given that the 2024 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 Customs Street West, Auckland, New Zealand on Wednesday 18 September 2024 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 Antony Vriens, who retires by rotation and has offered himself for re-election, be re-elected as a

Director of the Company.

Resolution 3

That Alistair Petrie, who retires by rotation and has offered himself for re-election, be re-elected as a

Director of the Company.

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 16 September 2024 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 (www.investorvote.co.nz) to ensure

that it is received at least 48 hours before the time for holding the meeting.

5 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.

6 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.

7 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

19 August 2024



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, Antony Vriens and Alistair Petrie retire and being eligible, offer themselves for re-

election. The Board unanimously supports their respective re-elections.

Resolution 2

Antony Vriens retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself for

re-election as a director.

Antony Vriens has been a director and chairman of Turners’ insurance subsidiary, DPL Insurance (now

Autosure), 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. 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 director.

Resolution 3

Alistair Petrie retires by rotation pursuant to the Listing Rules, and being eligible, has offered himself for

re-election.

Alistair Petrie has over 15 years of senior management experience in both private and listed companies in

the agribusiness sector. He has extensive knowledge in sales and marketing in both international and

domestic environments, which is particularly useful for some of the challenges and opportunities of the

Company. He has a number of directorships with companies that have a focus on growth and innovation,

and he represents the interests of Bartel Holdings, which has a 12.96% shareholding in Turners Automotive

Group. Alistair worked for many years at Turners & Growers, the original parent company of Turners

Auctions, which provides a nice connection at Board level back to those foundational brand values of “trust

and integrity”. Alistair has a BSC (hons) from Newcastle Upon Tyne University and an EMBA from Melbourne

University.

In terms of the Listing Rules, the Board considers that Alistair Petrie is a non-executive Director but is not

independent.

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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.

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.

Smartphone?

For your proxy to be effective it must be received by 10.30 am on Monday, 16 September 2024.

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 Customs Street West, Auckland, New Zealand on Wednesday, 18 September 2024

commencing at 10.30 am 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

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 Customs Street West, Auckland, New Zealand on

Wednesday, 18 September 2024 commencing at 10.30 am.

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 Antony Vriens, who retires by rotation and has offered himself for re-election,

be re-elected as a Director of the Company.

3.

That Alistair Petrie, who retires by rotation and has offered himself for re-election,

be re-elected as a Director of the Company.

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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