Turners Annual Meeting
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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