Global Joint Venture Formed

Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Fax: +64 9 309 9269
Level 1, 83 Beach Road
www.thlonline.com
Auckland City

PO Box 4293, Shortland Street

Auckland 1140, New Zealand



Self drive
Experiences
New Zealand
Australia
USA
UK


Design &
manufacturing
New Zealand
Australia

Guided
Experiences
New Zealand


16 February 2018

MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)

GLOBAL JOINT VENTURE ENTITY FORMED WITH WORLD’S LARGEST RV MANUFACTURER

HIGHLIGHTS:
 thl has entered into an agreement to establish a 50:50 joint venture with Thor Industries, Inc.
(NYSE: THO), the leading RV manufacturer globally.
 The joint venture, TH2connect LLC, has entered into an agreement to buy 100% of Roadtrippers,
Inc., the US-based travel planning and travel data company, including Roadtrippers’ interest in the
Roadtrippers Australasia business, the 50:50 joint venture between thl and Roadtrippers.
 thl will contribute to the joint venture:
o Its Mighway business, Cosmos (thl’s rental and RV industry platform), thl’s shares in
Roadtrippers, Inc., thl’s interest in the Roadtrippers Australasia joint venture and other IP
and ‘know-how’.
o Approximately NZD $3M cash.
 The cash contribution to the joint venture from Thor will be approximately USD $47M.
 The transactions are all expected to close around the end of February.

thl, the world’s largest renter of motorhomes and campervans, today announced in a joint news
release, the formation of a 50/50 joint venture with Thor Industries, Inc., the world’s largest RV
manufacturer by volume. The joint venture, to be called TH2, will leverage assets and resources from
both companies to bring the full benefit of digital connectivity and the sharing economy to RV owners
around the world.
TH2 has entered into an agreement to purchase Roadtrippers, Inc., the leading travel planning website
and app in the USA. The agreement is subject to Roadtrippers’ shareholders approving the transaction,
which Roadtrippers expects to obtain in time to allow the transactions to close around the end of
February.
thl Chairman, Mr Rob Campbell, said, “at the Annual Meetings in 2016 and 2017 we outlined our need
to grow a global platform that would assist us in broadening our reach within the wider RV ecosystem.
We have progressed down this path well; however, we now have a partner and set of assets that will
turn our “start” into a compelling, winning global business.”
TH2 will be focused on significantly enhancing the enjoyment and safety of RV enthusiasts by digitally
connecting this fast growing international marketplace. This innovative and comprehensive platform will
improve every aspect of RV ownership, with capabilities that include trip planning and booking, remote
systems monitoring, roadside assistance, and peer-to-peer RV and campsite rental. The system will also
streamline an owner’s record keeping and enable dealers and manufacturers to provide such support as
triggered service notifications, online vehicle manuals and more.

thl – Joint Venture release Page 2 of 2


Manufacturers, RV dealers and rental operators who utilise TH2’s services and products will see increased
efficiencies in product pricing, service engagement and fleet management.

Grant Webster, thl CEO, said, "thl has been focused on building and acquiring technology-based assets
that enhance the customer journey for some time. We are very pleased to see the technology assets
we have created and accumulated over the last five years underpinning TH2. The growth opportunities
for TH2 under this new structure are immense. We look forward to adding our diverse owner on-road,
in-trip insights to craft a digital offering that will dramatically enhance countless journeys.”

“thl is now firmly ensconced in the USA as a core operating market. We will continue to look for further
value-adding opportunities and partnerships, both in our current operating markets and others.”

thl noted the half-year result for FY18 would be released on Thursday 22 February
,
where an update will
be provided on the forecast for the year and a more refined expectation of the positive impacts from
the recent US tax reforms.

The joint venture release and a detailed investor presentation are all available on the thl website.

ENDS

Authorised by:

Rob Campbell
Chairman, Tourism Holdings Limited

For further information contact:

Grant Webster
thl Chief Executive
Direct Dial: +64 9 336 4255
Mobile: +64 21 449 210

Mark Davis
thl Chief Financial Officer
Direct Dial: +64 9 336 4212
Mobile: +64 27 444 0199

About thl (www.thlonline.com)
thl is a global tourism operator. We are listed on the NZX and are the largest provider of RVs for rent and sale in Australia and
New Zealand. In the USA we own and operate the Road Bear RV Rentals and Sales brand and El Monte Rentals and Sales. In the
UK, thl owns 49% of Just go Motorhomes. Within New Zealand we operate Kiwi Experience and the Discover Waitomo group,
which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black Water Rafting Co. thl is a joint
venture partner in Action Manufacturing LP, New Zealand’s largest motorhome and specialist vehicle manufacturer.

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1


THOR INDUSTRIES AND TOURISM HOLDINGS LTD. (thl) JOIN FORCES TO USHER IN A
NEW AGE OF OUTDOOR ADVENTURE

Leading RV and Travel Tech Companies announce TH2, a global joint venture to bring the
benefits of digital connectivity to the RV community


CINCINNATI, Ohio, February 15, 2018 – Two industry-leading companies today announced a
partnership to significantly enhance the enjoyment and safety of RV enthusiasts by digitally
connecting this fast-growing international community.

Thor Industries, the world’s largest RV manufacturer, and thl, the world’s largest RV rental and
sales operator, have formed a joint venture to acquire the assets of:

 Roadtrippers, a leader in road trip planning;
 Roadtrippers Australasia, a provider of tourism and navigation services in Australia
and New Zealand;
 Cosmos, a digital platform for RV customer relationship and fleet management,
product pricing, and booking and rental management;
 Mighway, a leader in peer-to-peer RV rentals with operations in both New Zealand
and the United States; and
 CamperMate, Australia and New Zealand's top camping App.

Thor and thl will also leverage their relevant skills, business models and know-how to enable
the joint venture to become the leading global digital platform for the RV industry.

The joint venture, doing business as TH2, is committed to bringing the full benefit of digital
connectivity and the sharing economy to RV owners around the world.

TH2's innovative and comprehensive platform will improve every aspect of RV ownership with
capabilities that include trip planning and booking, remote systems monitoring, roadside
assistance, and peer-to-peer RV and campsite rental. The system will also streamline an
owner’s record keeping and enable RV dealers and manufacturers to provide such support as
triggered service notifications, online vehicle manuals, and more.

Manufacturers, RV dealers, and rental operators who utilize TH2’s services and products will
see increased efficiencies in product pricing, service engagement, and fleet management.

2
The current global passion for RV travel makes this a perfect time to debut TH2’s platform.
American RV ownership is at an all-time high. In 2017, RV shipments exceeded 500,000 in the
U.S. alone, an increase of 17% from the previous year, according to the Recreational Vehicle
Industry Association. The RV lifestyle is also enjoying resurgent popularity in Europe where
travelers registered over 190,000 new RVs in 2017, a 12% increase over 2016. As in the U.S.,
much of that growth is driven by younger buyers.

“The RV lifestyle is exploding in popularity both in the U.S. and around the world," said Thor
Industries President and CEO Bob Martin. "We believe TH2’s digital platform will be a game
changer for a new generation of RVers. TH2 brings together Thor’s experience as the world’s
largest RV manufacturer and thl's expertise as the world's largest RV rental company. The
result will be an industry-best collection of digital services tailored specifically for RVers, a
textbook case of the whole being greater than the sum of the parts. The TH2 venture also
further expands Thor’s role in the sharing economy and vital international markets.”

Grant Webster, thl CEO said: "thl has been focused on building a global platform for some
time, we are very pleased to see those assets now part of TH2. The growth opportunities for
TH2 under this new structure are immense. We look forward to adding our diverse user, on-
road, and in-trip insights to craft a digital offering that will dramatically enhance countless
journeys.”

TH2 will be headquartered in Cincinnati, Ohio. Bob Wheeler, President & CEO of Airstream, a
subsidiary of Thor Industries and maker of the iconic “silver bullet” travel trailer, will also serve
as President of TH2. Grant Webster from thl will serve as company Chairman.

Said Wheeler: “Today’s digitally savvy owners have already harnessed the power of mobile
connectivity in many ways, some of them quite innovative. TH2 will take that to the next level
with an integrated digital system that results in fewer worries and more fun on the road.”

Thor Industries (NYSE: THO) was founded in 1980 by Wade Thompson and Peter Orthwein
with the purchase of Airstream. Thor Industries went public in 1984, and since that time Thor
has grown both organically and through strategic acquisitions. Today, Elkhart, IN-based Thor
is the sole owner of operating subsidiaries that, combined, represent the world’s largest
manufacturer of RVs.

Tourism Holdings Limited (thl) is New Zealand's premier tourism company and the largest
provider of RVs for rent globally. In Australia and New Zealand, the company operates the
Britz, maui and Mighty rental brands, as well as sales outlets RV Sales Centre and RV Super
Centre. In the US, thl owns Road Bear RV Rentals and Sales and El Monte RV Rentals and
Sales. The company holds 49% of UK-based Just go Motorhome Rentals & Sales, and 50% of

3
Action Manufacturing. Its operations also include Mighway, one of the world’s largest and
fastest growing peer-to-peer motorhome rental services.

###

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Joint Venture Announcement
16 February 2018

Disclaimer
This announcement contains forward-looking statements and projections. These reflect thl’s current expectations, based on what it thinks are reasonable assumptions. The
statements are based on information available to thlat the date of this announcement and are not guarantees or predictions of future performance. For any number of reasons, the
future could be different and the assumptions on which the forward looking statements and projections are based could be wrong. thlgives no warranty or representation as to its
future financial performance or any future matter. Except as required by law or NZX listing rules, thlis not obliged to update this announcement after its release, even if things
change materially.
This announcement has been prepared for publication in New Zealand and may not be released or distributed in the United States.
This announcement is for information purposes only and does not constitute financial advice. It is not an offer of securities, or a proposal or invitation to make any such offer, in the
United States or any other jurisdiction, and may not be relied upon in connection with any purchase of thlsecurities. thl securities have not been, and will not be, registered under the
US Securities Act of 1933 and may not be offered or sold in the United States, except in transactions exempt from, or not subject to, the registration of the US Securities Act and
applicable US State securities laws. Past performance information given in this announcement is given for illustrative purposes only and should not be relied upon as an indication of
future performance.
This announcement may contain a number of non-GAAP financial measures. Because they are not defined by NZ GAAP or IFRS, thl’scalculation of these measures may differ from
similarly titled measures presented by other companies and they should not be considered in isolation from, or construed as an alternative to, other financial measures determined in
accordance with NZ GAAP.
This announcement does not take into account any specific investors objectives and does not constitute financial or investment advice. Investors are encouraged to make an
independent assessment of thl.
The information contained in this announcement should be read in conjunction with thl’s latest financial statements, which are available at: www.thlonline.com
The half-year results for thlwill be released on Thursday 22 February 2018. These accounts will note these transactions as events subsequent to the half-year closing.
2

Key Highlights
3
●thlhas entered into an agreement to establish a 50:50 joint venture with Thor
Industries, the leading RV manufacturer globally*, to create a digital platform
for RV owners to improve every aspect of RV ownership, including trip
planning and booking, remote monitoring systems,roadside assistance, and
peer-to-peer RV and campsite rental.
●The joint venture, TH2, has entered into an agreement to acquire 100% of
Roadtrippers (“RT”), the US-based travel planning and travel data company
(including RT’s interest in the RT Australasia business, the 50:50 joint venture
between thland RT).
●thlwill contribute approximately USD $2.5M cash in addition to its Mighway
business, Cosmos (thl’s rental and RV industry platform), thl’s shares in RT,
thl’s interest in the RT Australasia joint venture and other IP and ‘know-how’.
●The cash contribution from Thor will be approximately USD $47M.
●The transactions are all expected to close around the end of February 2018,
once Roadtrippers’ shareholder approval has been obtained.
thlCosmos system,
IP and other assets
50%
50%
* Based on volume, including Jayco USA

Thor
4
●Thor is the sole owner of operating subsidiaries that, combined,
represent the world’s largest RV manufacturer.
●Market capitalisation of USD$6.8B as at 13 February 2018 (NYSE
ticker: THO)*.
●Wade Thompson (a New Zealander) and Peter Orthwein founded
Thor Industries in 1980 with the purchase of Airstream, an iconic
brand.
●Publicly listed since 1984.
●Over 17,000 employees.
●Close to 200 operating facilities across Indiana, Ohio, Michigan, Idaho
and Oregon, USA.
* Source Capital IQ, 13 February 2018
Thor is the world’s largest RV manufacturer, by volume, with a market capitalisation of USD$6.8B.

USA RV Industry Retail Market Share
5
TotalShare %TotalShare %TotalShare %TotalShare %
THOR*184,795 48.5%195,973 47.4%178,520 47.6%160,663 48.9%
Forest River**131,851 34.6%144,909 35.1%132,923 35.4%112,979 34.4%
Grand Design14,121 3.7%11,717 2.8%7,000 1.9%4,174 1.3%
Winnebago12,031 3.2%13,093 3.2%12,143 3.2%10,395 3.2%
Gulfstream4,546 1.2%5,129 1.2%4,806 1.3%4,562 1.4%
REV Group3,115 0.8%3,237 0.8%3,382 0.9%4,888 1.5%
Subtotal350,459 92.0%374,058 90.5%338,774 90.3%297,661 90.5%
All Others30,864 8.0%39,211 9.5%36,646 9.7%31,205 9.5%
Grand Total381,323 100.0%413,269 100.0%375,420 100.0%328,866 100.0%
Y/E 12/31/16Y/E 12/31/15Y/E 12/31/14YTD 9/30/17
Source: Statistical Surveys, Inc., U.S. and Canada
* Thor adjusted to include historical results of Jayco, Livin’ Lite, Bison Coach, K-Z, Inc., Cruiser RV, and DRV Luxury Suites for all periods presented
** Forest River includes Palomino, Coachmen, Prime Time, Shasta and Dynamax
Thor currently holds the highest USA market share (measured by units of production).
Thor estimated product split

Overview of TH2
6
●TH2 will be focused on significantly enhancing the enjoyment and safety of RV enthusiasts by digitally connecting this fast growing international
marketplace. This innovative and comprehensive platform will improve every aspect of RV ownership with capabilities that include trip planning
and booking, remote systems monitoring, roadside assistance, and peer-to-peer RV and campsite rental. The system will also streamline an
owner’s record keeping and enable dealers and manufacturers to provide such support as triggered service notifications, online vehicle manuals
and more.
●Manufacturers, RV dealers and rental operators who utilise TH2’s services and products will see increased efficiencies in product pricing, service
engagement and fleet management.
●TH2 will be a global business with branches and teams throughout the world. The RT team will be, at commencement, the largest single team and
remain based in Cincinnati, OH, USA. The thlCosmos, Mighway and Telematic teams will remain in New Zealand, Australia and the USA where
they currently reside.
●The business will be led by Bob Wheeler, the current CEO & President of Thor’s subsidiary, Airstream, with Grant Webster (thlCEO) as
Executive Chairman.
●The business will operate several products and brands. The most recognisable current brands are:

Overview of TH2
7
●TH2 is expected to create long-term connections with millions of customers
globally within a few years. TH2 will have a large RT customer base (of over
two million) to commence from.
●The current global passion for RV travel makes this a perfect time to debut
TH2’s platform. American RV ownership is at an all-time high. In 2017, RV
manufacturers’ sales exceeded 500,000 in the U.S. alone, an increase of
17% from the previous year, according to the Recreational Vehicle Industry
Association. The RV lifestyle is also enjoying resurgent popularity in Europe,
where travellers registered over 190,000 new RVs in 2017, a 12% increase
over 2016. As in the US, much of that growth is driven by younger buyers.
“The goal of TH2
is to provide a
digital platform to
enhance the
enjoyment and
safety to RV
enthusiasts
around the globe.”
The RV ‘ecosystem’ is fragmented, thl believe this is the right time to invest in the creation of this digital platform.

The RV Ecosystemis Fragmented
C O N S U M A B L E S
8

P U R C H A S EF & IR E N T A L SS T O R A G ER E P A I R SC O N S U M A B L E SB O O K I N G S
O W N E R A S S E T
U T I L I S A T I O N
T R I P P L A N SU P G R A D E
T H E C O N N E C T E D R V P L A T F O R M
WEWILL BETHE PLATFORM TO CONNECT IT!
O W N E R S
D E A L E R SM A N U F A C T U R E R S
The RV Ecosystem is Fragmented
9

thlCompany Statement -Strategic Intent
10
The creation of this joint venture and its acquisition of RT benefits thlas follows:
●Opportunity to leverage the scale of Thor in the North American market.
●Opportunity to combine resources of Thor, RT and thl.
●Opportunity to create a singular focus for the digital assets of the business.
●Opportunity to expand further and faster into the broader RV ecosystem globally.
●Licences provide thlwith continued access and use of IP for its existing business.
“We have clearly articulated our global strategy and goals and continue to deliver to them. We have been clear that creating a
platform for the industry is where the future lies for thl. The ambitions and potential for TH2 are substantial and supported
emphatically by both joint venture partners. This is a game-changing opportunity.” Rob Campbell, thlChairman

Transaction Details
11
●thlwill contribute its Mighway business, its shares in RT and its interest in the RT Australasia business (RTA), Cosmos (the sales and rentals
operating system of the business), the in-vehicle tablet technology and IP developed around telematics integration to TH2. thlwill contribute cash
of approximately USD $2.5M. The accounting treatment of the transactions create a non-cash gain on sale.
●Thor Industries have contributed cash of approximately USD $47M.
●TH2 has been formed as a Delaware LLC entity operating as a look-through entity for tax purposes. The entity will be consolidated into the thl
USAtax group from a thl perspective.
●The JV Agreement provides both parties equal rights and obligations. The likely future funding requirements of the joint venture are not material to
thland there are limits on future funding commitments. TH2 will have no debt and is unlikely to consider taking debt in the near term. There are
no predetermined decisions on dividends or use of cash as the business moves to profitability.

Financial Overview TH2
12
Acquisition details
●TH2 will acquire assets and shares with a combined value of USD$84M,
and hold cash of USD $10M to fund TH2 over the initial set up period.
●The total assets at inception of TH2 will be USD$94M.
●TH2 will be owned 50:50 by thland Thor.
●Completion is subject to RT shareholder approval, which is expected to
be obtained in time to allow the transactions to close around the end of
February.
●RT purchase price was assessed as ‘at market’, based on comparable
business sales and third-party interest in the business.
●RT has strategic value to the joint venture beyond the current financial
performance of the business.
●TH2 will pay cash for the shares in RT (other than the RT shares
contributed by thl).
Note 1: USD$ converted to NZ$ at a rate of USD$0.73 throughout this presentation.
Value
recognised in
TH2
Value
recognised in
TH2
USD$M
NZD$M
thl
IP (Cosmos) and Mighway
$36.6M
$50.1M
RT shares (including investment
in RTA)
$46.4M
$63.6M
Net working capital and other
assets
$0.8M
$1.1M
Opening cash contribution
$10.0M
$13.7M
Opening value of TH2
$93.8M
$128.4M
TH2 view

Financial Overview –thl
13
thl contribution to TH2
●thlwill contribute Cosmos, RT shares, RTA interests, Mighway business
and cash to TH2.
●The cash contribution is approximately NZD $3.4M.
●Value ascribed to Cosmos and Mighway recognises the market leading
IP developed by thlover the last several years.
●In the thlaccounts, the value of the assets contributed to TH2 is lower
than that recognised by TH2. This is due to the requirement under IAS28
accounting standard to only recognise the value uplift for that portion of
TH2 that does not remain under ownership of thl,which in this case is
50%.
Note 1: USD$ converted to NZ$ at a rate of USD$0.73 throughout this presentation.
thl contribution
to JV
thl contribution
to JV
JV contribution
recognised in
thl accounts
USD$MNZD$MNZD$M
Contribution of thl
IP (Cosmos) and
Mighway
$36.6M$50.1M$27.3M
Contribution of RT
shares
$7.6M$10.4M$8.6M
Contribution of RT
Australasia JV
shares
$1.0M$1.4M$1.3M
Net working capital
and other assets
($0.8)($1.0)($1.0)
Opening cash
contribution
$2.5M$3.4M$3.4M
thl opening value
of TH2 50%
shareholding
$46.9M$64.3M$39.6M
thl contribution
to TH2

Financial Impacton thl
One-off impacts on on thl’sFY18 results
●Contribution of assets to TH2 creates a non-cashgain on sale for thl in
FY18.
●Only 50% of the accounting gain on sale has been recognised in the
accounts for thl, given thlremains a 50% partner in the TH2 joint venture.
●The restructure of RT, following the acquisition by TH2, and some
recovery of tax depreciation, is expected to result in a tax expense of
approximately USD $4.8M.
Financial Summary Table
14
* NOTE: the thlshares in RT were diluted on sale from 23% to 16% of the company, due to the exercise of all
options and warrants. The losses incurred in RT since the shares were acquired have been written off against thl
book value.
thl View USD NZD
Gain on sale from intangible
assets (including Cosmos) and
Mighway
$16.7M$22.8M
Gain on sale from investments in
Joint Venture and Associates
(RT* and RTA)
$1.3M$1.8M
Estimated transaction costs($0.6)($0.9)
Impact on Net Profit before Tax
FY18
$17.4M$23.8M
Tax expense related to
restructure of RT.
($4.8)($6.5)
Impact on Net Profit after Tax
(FY18)
$12.6M$17.3M

Milestones and Forecasts –TH2
●Substantial work and research has been conducted in establishing the business model and direction of the TH2 business. However, there are no
financial projections appropriate to disclose at this point in time.
●The business is expected to lose money in the first two years of operation, as it focuses on growing customer numbers.
●The likely future funding requirements that the parties will provide to TH2 are not material to the thldebt structure or covenants.
●The business is expected to further expand globally with all product offers over time.
15

Milestones and Forecasts –thl
●TH2 is expected to be incremental to the thl FY20 target of $50M NPAT.
●The FY18 trading impact (expected losses from first four months of operation) will be factored into the company forecast, which will be finalised
and released with the interim results.
●The impact on the FY19 results is yet to be established.
●There will be one-off costs for professional services associated with these transactions in the FY18 full year results. We expect these to be circa
$0.9M.
●The cash contribution to this transaction by thl at commencement will be approximately NZD $3M and will not impact the overall thl debt
forecasts.
●The thlFY18 half-year results will be released on Thursday 22 February 2018.
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END