Notice of Annual Meeting, Proxy and Voting Paper

Notice is given that the 2018 Annual Meeting of shareholders of
Tourism Holdings Limited (Company) will be held at The Heritage Hotel,
35 Hobson St, Auckland at 2pm on Wednesday 31 October 2018.
Notice of
Annual Meeting
Similar to last year, we are offering shareholders the opportunity to attend and participate in the 2018
Annual Meeting via an online platform (www.virtualmeeting.co.nz/thl2018) in a Virtual Annual Meeting
as an alternative to attending in person. This may be particularly attractive to those shareholders who do
not reside in Auckland. By signing up for the Virtual Annual Meeting, you will be able to watch the Annual
Meeting, vote and ask questions by logging on using your computer from anywhere a broadband connection
is available. Further information, including how to register for the Virtual Annual Meeting, can be found in
the Procedural Matters section at the back of this Notice of Annual Meeting.
WE
ARE

HERE.

EXPLANATORY NOTES
1. Re-election of Directors (Resolutions 1 and 2)
NZX Main Board Listing Rule 3.3.11 requires that at least one third of the Company’s Directors (or the number nearest to one third)
must retire by rotation at each annual meeting of shareholders. The Directors to retire are those who have been longest in office
since their last election or re-election and, if they are eligible, they may offer themselves for re-election by shareholders at the
Annual Meeting.
Rob Campbell is retiring by rotation and, being eligible, offers himself for re-election. The Board has determined that Rob Campbell is
an Independent Director as defined in the NZX Main Board Listing Rules.
Bio – Independent Director appointed in May 2013. Appointed Chairman of thl in August 2013 and Chair of Market Disclosure
Committee in April 2014. Rob has over 30 years experience in investment management and corporate governance. Currently Chair
of Skycity Entertainment Group Limited, Summerset Group Holdings Limited (NZ) and WEL Networks, and a director of Precinct
Properties. Rob trained as an economist and has worked in a variety of capital market advisory and governance roles over a
long period.
Debra Birch is retiring by rotation and, being eligible, offers herself for re-election. The Board has determined that Debra Birch is an
Independent Director as defined in the NZX Main Board Listing Rules.
Bio – Independent Director appointed in September 2016. Debbie has held various director and trustee positions for the last
8 years and is currently Chair of Crown Irrigation Investments Limited, and Taupo Moana Group Limited. She is a board member
of Ruapehu Alpine Lifts Limited, White Island Tours Limited, Ngati Awa Group Holdings Limited, LGNZ Independent Assessment
Board, Te Pu
-
ia Ta
-
papa GP Limited and a Trustee of Wellington Free Ambulance, and Raukawa ki Te Tonga. She has significant
financial, commercial and strategic experience gained in Asia, Australia and New Zealand with more than 30 years working in
global capital markets.
2. Director remuneration (Resolution 3)
The Board recommends to shareholders that the maximum annual Directors’ remuneration payable to all Directors of thl taken
together be increased from the current level of $650,000 to $750,000 (plus GST, if any). This reflects a total increase to the
maximum fee pool of approximately 15%.
AGENDA
A. Chair’s address
B. Chief Executive’s review
C. Ordinary business and resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1 — Re-election of Rob Campbell
That Robert James Campbell, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
Resolution 2 — Re-election of Debra Birch
That Debra Ruth Birch, who retires by rotation and is eligible for re-election, be re-elected as a
Director of the Company.
Resolution 3 — Director remuneration
That the maximum aggregate amount of remuneration payable to all Directors taken together (in their capacity as Directors)
be increased from $650,000 per annum to a maximum of $750,000 (plus GST, if any) per annum with this sum available to
be paid to the Directors of the Company as the Board considers appropriate and which may be payable either in whole or in
part by way of an issue of ordinary shares in the Company, provided that any issue occurs in compliance with NZX Main Board
Listing Rule 7.3.8.
Resolution 4 — Auditors
That the Directors are authorised to fix the remuneration of the auditors for the ensuing year.
D. Other Business
To consider such other business as may be properly submitted to the meeting.
By order of the Board
Rob Campbell
Chairman
2 October 2018

In FY18 total Directors’ fees paid were $536,876. The current pool is allocated as follows:
POSITIONANNUAL FEE
Chairperson
$150,000
Other Directors base fee
$75,000
Chair of Audit & Risk Committee
$10,000
Chair of Remuneration & Nomination Committee
$7,500
Chair of Marketing & Customer Experience Committee
$7,500
Other than the fees payable to the Chair of each Committee, no other fees are payable to Directors for membership on a Committee.
In recommending an increase to the director fee pool, the Remuneration & Nomination Committee has considered a report prepared
by PwC for thl’s Remuneration & Nomination Committee. The purpose of this report was to benchmark the fees paid to the
Directors of the Company against a peer group of NZX-listed companies with comparable market capitalisation. In accordance with
Recommendation 5.2 of the NZX Corporate Governance Code, a summary of this report is provided together with this Notice of
Meeting.
The proposed allocation of annual fees for the Company’s Directors effective from 1 November 2018 is as follows:
POSITIONANNUAL FEEINCREASE
MEDIAN
FEE FOR
COMPARATOR
GROUP*
ANNUAL FEE VS.
MEDIAN FEE (%)
Chairperson
$175,000$25,000$166,900104.9%
Other Directors base fee
$87,500$12,500$82,300106.3%
Chair of Audit & Risk Committee
$15,000$5,000$17,30086.7%
Chair of Remuneration & Nomination Committee
$10,000$2,500$9,300107.5%
Chair of Marketing & Customer Experience Committee
$10,000$2,500$8,750**114.3%
*As noted in the PwC Directors’ Fees report. Please see the summary report provided for further information.
**This figure reflects the median fee provided for “Chair of Other Committee” in the PwC Directors’ Fees Report 2017.
The Remuneration & Nomination Committee considers that the proposed ‘Other Directors base fee’ being slightly greater than the
corresponding median fee noted in the PwC report is appropriate on the basis that:
(a) other than the fees payable to the Chair of each Committee, no fees are payable to Directors for membership on a Committee; and
(b) thl’s business is rapidly increasing in diversity, complexity and international scope, placing additional demands and workload on
the Directors.
The proposed Chairperson’s fee is equivalent to 200% of the Other Directors base fee.
The current maximum fee pool of $650,000 is able to accommodate the proposed fee increases noted above, which based on the
current composition of the Board would result in total annual fees of $647,500. Based on the current maximum fee pool, the proposed
fees will leave total headroom of $2,500. The proposed increase to the fee pool, if approved, will be used to allow for the Board to
approve payments to Directors for assuming additional responsibilities above and beyond the normal duties of either the Board or
any sitting committee. These payments will only be approved in the event of commitments such as business acquisitions or significant
strategic projects.
Pursuant to NZX Main Board Listing Rule 3.5.1, in the event that thl increases the total number of Directors, the Board may increase
the total remuneration payable to Directors by such amount as is necessary to enable thl to pay the additional Director or Directors
remuneration not exceeding the average amount payable to each of the other non-Executive Directors (other than the Chairperson)
of thl.
It is intended that any Directors’ fees will continue to be able to be paid by way of an issue of ordinary shares in the Company.
NZX Main Board Listing Rule 3.5.1 allows a listed company to pay Directors’ fees to Directors by way of an issue of shares in the
Company, subject to approval by ordinary resolution of the shareholders and otherwise in compliance with NZX Main Board Listing
Rule 7.3.8. Shareholder approval was obtained at the Company’s 2017 annual meeting for Directors’ fees to be paid in part or in whole
by an issue of ordinary shares in the Company. Where Directors’ fees are paid by an issue of ordinary shares, this is done in compliance
with NZX Main Board Listing Rule 7.3.8 and pursuant to a fixed share plan for Directors whereby Directors who wish to participate
enter into a subscription agreement with the Company. Of the Company’s current Directors, each of Rob Campbell, Debbie Birch,
Cathy Quinn and Graeme Wong have entered into subscription agreements with the Company pursuant to which their Directors’ fees
for the forthcoming year are to be paid in part by an issue of ordinary shares in the Company. Shares are issued under the subscription
agreements to the participating Directors at six monthly intervals, approximately 20 business days after the Company releases its half
year and annual financial results. The shares are issued at the volume weighted average price of the Company’s shares over the 20
business days prior to the date the shares are issued.
Subject to the passing of Resolution 3, any increase in Directors’ fees will be able to be paid by way of an issue of ordinary shares in the
Company, under subscription agreements entered into by the Directors.
For the purposes of Resolution 3, all amounts are plus GST, if any.
3. Auditors’ remuneration (Resolution 4)
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the Companies Act 1993.
The proposed resolution authorises the Board of Directors to fix the remuneration of the Auditor.

PROCEDURAL MATTERS
Ordinary resolution
Each of Resolutions 1 to 4 must be passed as ordinary resolutions of the Company.
Pursuant to NZX Main Board Listing Rule 1.6.1, an ordinary resolution means a resolution passed by a simple majority of votes of holders
of securities of the Company which carry votes entitled to vote and voting.
Virtual annual meeting
Shareholders will be able to attend the Annual Meeting in person, or, alternatively, will be able to attend and participate in the Annual
Meeting virtually via an online platform provided by our share registrar, Link Market Services at www.virtualmeeting.co.nz/thl2018.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will be able to vote and ask
questions during the Annual Meeting. More information regarding virtual attendance at the Annual Meeting (including how to
vote and ask questions virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide available at
www.linkissuers.co.nz/virtualmeetings.
Shareholders entitled to attend and vote
Pursuant to section 125 of the Companies Act 1993, the Board has determined that for the purposes of voting at the Annual Meeting,
only those registered shareholders of the Company as at 5.00pm on Friday 26 October 2018, being not more than 20 working days
before the meeting, shall be entitled to exercise the right to vote at the meeting.
Proxy
A shareholder who is entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of that shareholder.
A company which is a shareholder may appoint a representative to attend the meeting on its behalf in the same manner as it could
appoint a proxy.
If you wish to appoint a proxy you should complete the enclosed proxy form. Alternatively, you can lodge your proxy appointment
online by following the instructions set out in the enclosed proxy form. A proxy need not be a holder of shares.
The Chairman of the meeting, Rob Campbell, is willing to act as proxy for any shareholder who may wish to appoint him for that
purpose. Where a direction is not given to the Chairman as to how to cast the vote on any Resolution, then the Chairman intends to
vote in favour of the Resolution, except that, as noted below, the Chairman is disqualified from voting an undirected proxy in respect
of Resolution 3 (Director remuneration). Additionally, Directors standing for re-election will abstain from voting discretionary proxies in
respect of their own appointment.
No proxy shall be entitled to vote at the meeting unless a proxy form is received by the Company at its registered office at Level 1,
83 Beach Road, Auckland, or by the Share Registrar, Link Market Services, either by post to PO Box 91976, Victoria Street West,
Auckland 1142, by email to meetings@linkmarketservices.co.nz, or by fax to 09 375 5990, so as to be received no later than 48 hours
before the time set for the meeting. Alternatively, if you elect to appoint your proxy online, this must be completed no later than
48 hours before the time set for the meeting.
Postal & Online voting
A shareholder who is entitled to attend and vote at the meeting may cast a postal vote, instead of attending in person or appointing
a proxy to attend. You do not need to appoint a proxy if you cast a postal vote.
If you wish to cast your postal vote, you should complete the enclosed voting paper. Alternatively, you can cast your postal vote online
by following the instructions set out in the enclosed voting paper.
Link Market Services Limited has been authorised by the Board to receive and count postal votes at the meeting.
No postal vote will be counted at the meeting unless a voting paper is received by the Company at its registered office at Level 1,
83 Beach Road, Auckland, or by the Share Registrar, Link Market Services, either by post to PO Box 91976, Victoria Street West,
Auckland 1142, by email to meetings@linkmarketservices.co.nz, or by fax to 09 375 5990, no later than 48 hours before the time set
for the meeting. Alternatively, if you elect to cast your postal vote online, this must be completed no later than 48 hours before the
time set for the meeting.
Disqualification from voting
Pursuant to the NZX Main Board Listing Rules, each of the Directors of the Company (including the Chairman) and their respective
Associated Persons (as defined in the NZX Main Board Listing Rules) are disqualified from voting on Resolution 3 (Director
Remuneration). A person appointed as a proxy who is disqualified from voting on a Resolution may vote in accordance with the
directions of the shareholder giving the proxy, but may not exercise a discretionary vote where directions are not given.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/THL
Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services Limited
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/VOTING PAPER/ADMISSION CARD FOR TOURISM HOLDINGS LIMITED’S 2018 ANNUAL MEETING
The Annual Meeting of shareholders of Tourism Holdings Limited (Company) will be held at The Heritage Hotel, 35 Hobson St, Auckland at
2:00pm on Wednesday 31 October 2018. If you will attend the Meeting, please bring this form to assist with your registration. If you will not attend
the Meeting but wish to be represented by proxy or cast a postal vote, please complete and return this form (in accordance with the lodgement
instructions above) to thl’s share registry, Link Market Services, by no later than 2:00pm, Monday, 29 October 2018.
You can also appoint your proxy or cast your postal vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/THL or by scanning the QR code above with your smartphone.

Appointment of proxy
A shareholder who is entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of that shareholder. A corporation
which is a shareholder may appoint a representative to attend the meeting on its behalf in the same manner as it could appoint a proxy. A proxy
need not be a holder of shares.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business
(resolutions 1 to 4). If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks
fit or abstain from voting. Pursuant to the NZX Main Board Listing Rules, each of the Directors of the Company (including the Chairman) and
their respective Associated Persons (as defined in the NZX Main Board Listing Rules) are disqualified from voting on Resolution 3 (Director
Remuneration).
Appointing the Chairman of the Meeting as your Proxy
The Chairman of the Meeting, is willing to act as proxy for any shareholder who may wish to appoint him for that purpose. Where a direction is
not given to the Chairman as to how to cast the vote on any Resolution, then the Chairman intends to vote in favour of the Resolution, except
that the Chairman is disqualified from voting an undirected proxy in respect of resolution 3 (Director remuneration). Additionally, Directors standing
for re-election will abstain from voting discretionary proxies in respect of their own appointment.

Postal Voting
A shareholder who is entitled to attend and vote at the meeting may cast a postal vote, instead of attending in person or appointing a proxy to
attend. You do not need to appoint a proxy if you cast a postal vote. If you wish to cast your postal vote, you should complete the voting paper
overleaf. Alternatively, you can cast your postal vote online by following the instructions set out above. Link Market Services Limited has been
authorised by the Board to receive and count postal votes at the meeting.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A body corporate shareholder may appoint a representative to attend the meeting on its behalf.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
At least one joint securityholder should sign this form (on behalf of all joint securityholders). If different joint securityholders purport to appoint
different proxies, the vote of the proxy appointed by the first named joint securityholder will prevail. If the shareholder is a company, this Proxy
Form must be signed on behalf of the company by a person acting under the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry)
and a signed certificate of non-revocation of the POA must be produced to the company with this form.
Corporate Shareholder
Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in
the same manner as that in which it could appoint a proxy.

PROXY/POSTAL VOTING FORM
POSTAL VOTING
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.

APPOINT A PROXY
I/We being a shareholder/s of Tourism Holdings Limited hereby appoint:

____________________________________________________ of ______________________________________________________________
(Full Name) (Email Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Wednesday, 31 October 2018 at 2:00pm and at
any adjournment of that meeting. The “Chairperson of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint him for that
purpose. If you wish to appoint the Chairperson, please insert “The Chairperson of the Meeting” above.
RESOLUTIONS
Cast a Postal Vote, or instruct a proxy to vote, by placing a tick in the relevant box. Please note: For each resolution you must tick one box.

ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote
Ordinary Business
For Against Abstain Discretion
1. That Robert James Campbell, who retires by rotation and is eligible for re-election, be
re-elected as a Director of the Company.
   
2. That Debra Ruth Birch, who retires by rotation and is eligible for re-election, be re-
elected as a Director of the Company.
   
3. That the maximum aggregate amount of remuneration payable to all Directors taken
together (in their capacity as Directors) be increased from $650,000 per annum to a
maximum of $750,000 (plus GST, if any) per annum with this sum available to be paid
to the Directors of the Company as the Board considers appropriate and which may be
payable either in whole or in part by way of an issue of ordinary shares in the Company,
provided that any issue occurs in compliance with NZX Main Board Listing Rule 7.3.8.
   
4. That the Directors are authorised to fix the remuneration of the auditors for the ensuing
year.
   
The proxy is authorised to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed
at the meeting (or any adjournment thereof). If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote
as he/she thinks fit or abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual meeting but
would like to ask a question you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/THL after completing the
online validation process or complete the question section below and return to Link Market Services in the reply paid envelope enclosed. Questions will
need to be submitted by 2:00pm, Monday 29 October 2018.
Question :


SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

Individual/duly authorised officer or attorney Individual/duly authorised officer or attorney Individual/duly authorised officer or attorney
Contact Name __________________________________________ Contact Daytime Telephone _______________________ Date _____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.

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Tourism Holdings Limited
Directors' Fees
Benchmarking Report
Summary
28 September 2018

pwc
Independence declaration
PwC’s Reward Services team has been engaged by Tourism Holdings Limited’s Remuneration & Nomination Committee (the Committee) to
provide independent benchmarking services in relation to Tourism Holdings Limited’s directors’ fees (the Services).
As lead engagement Partner for the provision of the Services to the Committee, I declare that no influence has been brought to bear upon me or,
to the best of my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of Tourism
Holdings Limited or any other party regarding the Services or outcomes of the Services.
In my professional opinion, all members of the PwC engagement team are therefore independent for the purposes of the Services as outlined in
the commentary to Recommendation 5.2 of the NZX Corporate Governance Code 2017.
Dated: 28 September 2018
Chris Place
Partner
PricewaterhouseCoopers
Tourism Holdings Limited
2
September 2018

pwc
Summary – THL directors’ fees market analysis
Non executive directors’ (NEDs’) fee market data has been provided by PwC for THL from an agreed peer comparator group of 12 NZX-listed companies. Details of the
peer group are provided in Appendix 1.
The basis for the peer group composition, as agreed with THL’s Remuneration & Nomination Committee, was purely comparable market capitalisation. The starting
point for developing the peer group was companies falling in a 50% - 200% range of THL’s current market capitalisation. One company below this threshold was
included, in order to ensure an evenly weighted sample of larger and smaller companies by market cap (six larger and six smaller). The median market capitalisation
across the peer group is $704m (with THL at $703m).
The table below shows a comparison of the current THL directors’ fees against the median of the peer comparator group. Data is current to 1 September 2018 and has
been sourced from publicly available information, including annual reports and NZX disclosures. PwC makes no recommendations regarding THL’s directors’ fees.
Where the THL Board wishes to pay its Board members relative to the comparator group will depend on the Board’s view of the overall relevance of the comparator
group, and specifically THL’s perceived relative complexity, relative scale, ranking (by scale) and risk profile as compared with those of the comparator companies.
1
Analysis of each of the 10 companies that had this role/paid additional remuneration to this role.
2
Analysis of each of the 11 companies that had this role/paid additional remuneration to this role.
3
Analysis of each of the 10 companies that had this role/paid additional remuneration to this role.
4
Insufficient sample size from peer comparator group to draw data. Median figure provided for Chair of Other Committee from ‘All Companies’ sample – PwC 2017 Directors’
Fees report. (Relevant to THL as this pertains to theChair of Marketing & Customer Experience Committee).
3
September 2018
Summary Table:
Tourism Holdings Limited
PositionSample
size
Market medianTHL Fee policyComparison to
median
Chairman
1
10$166,900$150,00090%
Chair of Audit & Risk Committee
2
11$17,300$10,00058%
Chair of Remuneration & Nomination
Committee
3
10$9,300$7,50081%
Chair Other Committeee
4
8$8,750$7,50086%
NED12$82,300$75,00091%
Total Approved pool fee12$572,800$650,000113%
Total Fees Paid12$477,400$537,000112%

pwc
Appendix 1 – Peer Group – Market capitalisation
(sorted by ascending market cap.)
4
Tourism Holdings LimitedSeptember 2018
Organisation name
Market
capitalisation
($m)
Annual
revenue
($m)
Total assets
($m)
Steel and Tube208496346
Tegel402615751
Skellerup416240252
Arvida5551321100
Vista Group657107204
Scales Logistics689399342
Kathmandu718497615
Sanford721478820
Sky TV8378401503
Argosy9181011545
Restaurant Brands948766452
Freightways1211581561
Source: Market capitalisation datawww.nzx.com– September. Annual revenue and total assets data from latest annual reports.