Notice of Annual Meeting, Proxy and Voting Paper

notice of
annual
meeting

EXPLANATORY NOTES
1. Election of Directors (Resolutions 1 and 2)
NZX Listing Rule 2.7.1 requires that:
• a director of the Company must not hold office (without re-election) past the third annual meeting following their
appointment, or 3 years, whichever is longer; and
• a director of the Company appointed by the Board must not hold office (without re-election) past the annual meeting
following the director’s appointment.
Having been appointed by the Board since the previous annual meeting, Rob Hamilton retires and, being eligible, offers himself
for election. The Board has determined that Rob Hamilton is an Independent Director as defined in the NZX Listing Rules.
Bio - Independent Director appointed in February 2019. Rob is currently Chief Financial Officer at SKYCITY Entertainment Group
Limited and also oversees SKYCITY’s International Business division and ICT function. Prior to his role at SKYCITY, Rob served as
a Managing Director and the Head of Investment Banking at First NZ Capital (now Jarden). Rob is a respected member of the
finance community, with more than 20 years’ experience in senior finance roles. Rob is also a Board of Trustees member for
Auckland Grammar School and has previously been a Board member on the New Zealand Olympic Committee.
A. Chair’s address
B. Chief Executive’s review
C. Business and resolutions
To consider and, if thought fit, to pass the following
ordinary resolutions:
Resolution 1 — Election of Rob Hamilton
That Robert David Hamilton (appointed as a Director
by the Board on 1 February 2019) be elected as a
Director of the Company.
Resolution 2 — Election of Dr. Guorong Qian
That Dr. Guorong Qian (appointed as a Director by
the Board on 24 July 2019) be elected as a Director
of the Company.
Notice is given that the 2019 Annual Meeting of shareholders
of Tourism Holdings Limited (Company) will be held at:
The Heritage Hotel, 35 Hobson St, Auckland at 2pm on
Wednesday 23 October 2019.
Similar to last year, we are offering shareholders the opportunity to attend and participate in the 2019 Annual
Meeting via an online platform (www.virtualmeeting.co.nz/thl2019) 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.
AGENDA
Resolution 3 — Adoption of a new Constitution
That the existing Constitution of the Company be revoked
and a new Constitution in the form tabled at the meeting,
and referred to in the explanatory notes, be adopted with
effect from the close of this meeting. See explanatory note 2.
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
20 September 2019

Having been appointed by the Board since the previous annual meeting, Guorong Qian retires and, being eligible, offers himself
for election. The Board has determined that Guorong Qian is not an Independent Director, as defined in the NZX Listing Rules.
Bio - Non-Independent Director appointed in July 2019. Guorong is currently Vice Chairman of CITIC Capital Holdings Limited,
a global investment management and advisory firm which employs over 320 staff through seven offices in China, Japan and the
United States. Guorong has been with CITIC Capital in various roles since its founding. He previously worked in various brokerage,
asset management and investment roles.
2. Adoption of a new Constitution (Resolution 3)
NZX has replaced the former NZX Main Board/Debt Market Listing Rules (dated 1 October 2017) with updated NZX Listing Rules
(dated 1 January 2019) (the Updated Listed Rules). The Updated Listing Rules came into effect on 1 January 2019, subject to a
six-month transitional period. The Updated Listing Rules applied to thl with effect from 31 May 2019.
thl proposes to adopt a new Constitution which is compliant with the Updated Listing Rules (as required by Listing Rule 2.18.1).
thl is also taking this opportunity update its Constitution (which was adopted in 2004) by updating references to relevant legislation,
removing redundant provisions and modernising outdated provisions. Given the number of changes, thl has proposed that a new
Constitution be adopted rather than amending the existing Constitution.
A copy of the new Constitution may be viewed on thl’s website.
A summary of the key changes to the substance of the Constitution is set out below (unless expressly stated otherwise, references
to clause numbers below are references to clause numbers in the new Constitution):
• Minimum number of directors: thl’s previous constitution did not specify a minimum number of directors. In line with the
Updated Listing Rules, thl has now included a requirement that the minimum number of directors holding office is three.
The maximum number of directors that can hold office (exclusive of alternate directors) remains at ten.
• Rotation of directors: Clause 8.7 has been updated to reflect the new director rotation requirements in the Updated Listing
Rules. The Updated Listing Rules now provide that a Director must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or three years, whichever is longer. Previously, the Listing Rules required one
third of Directors to retire from office at each annual meeting.
• Independent directors: Clause 8.1 reflects that the Updated Listing Rules require thl to have at least two Independent Directors
(previously the requirement was that one third (or the number closest to one third) of the Directors had to be Independent
Directors). thl’s policy, which reflects the NZX Corporate Governance Code, is that a majority of its directors are independent.
• Interested directors: Clause 8.15 has been included to specify that a director that is interested in any matter cannot be counted
in the quorum or vote on that matter except in limited circumstances. thl has previously adhered to this NZX Listing Rule
requirement however the requirement is now expressly included in the Constitution.
• Quorum for a meeting of directors: Clause 8.16.5 has been updated to provide that a quorum for a Board meeting is a
majority of directors, though this can be reduced to a minimum of three directors if certain directors are interested in the
matters to be discussed at the meeting (and are therefore unable to be counted in the quorum). Previously a quorum for a
meeting of the Board was five directors.
• Voting by poll: Clause 17.7.1 has been updated to reflect the requirement in the Updated Listing Rules that voting at a
meeting of shareholders must be conducted by poll for so long as the Company is listed.
• Notice of shareholder meetings: Clause 7.6 has been updated to reflect that while the Company is listed, shareholders will be
given not less than 20 Business Days’ notice of any shareholder meeting (or such other period as may be required by the NZX
Listing Rules or the NZX Corporate Governance Code).
• “Managing director” and “Founder” clauses removed: The clauses in thl’s existing constitution as they concerned the
concept of a “managing director” and “founder” have been deleted. The concept of “managing director” has been removed
from the Updated Listing Rules, and while Sir Timothy William Wallis is still acknowledged as the Founder of thl, it isn’t
necessary for this to be included in the Constitution.
Pursuant to Companies Act 1993, the proposed amendments must be approved by a special resolution of shareholders. As the
amendments to the Constitution do not impose or remove a restriction on the activities of the Company or affect the rights
attaching to shares, the shareholder minority buy-out rights under the Companies Act 1993 do not apply.
3. Auditors’ remuneration (Resolution 4)
PricewaterhouseCoopers is automatically re-appointed 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, 2 and 4 must be passed as ordinary resolutions of the Company.
Pursuant to Part A of the NZX Listing Rules, an ordinary resolution means a resolution passed by a simple majority of votes
of financial product holders of the Company entitled to vote and voting.
Special resolution
Resolution 3 must be passed as a special resolution of the Company.
Pursuant to section 2 of the Companies Act 1993, a special resolution means a resolution approved by a majority of 75% of the
votes of those shareholders entitled to vote and voting on the question.
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/thl2019. 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 5.30pm on Friday 18 October 2019, 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.
No proxy shall be entitled to vote at the meeting unless a proxy form is received 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 and 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 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.

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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 2019 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 23 October 2019. 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, 21 October 2019.
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.

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.

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 security holder should sign this form (on behalf of all joint security holders). If different joint security holders purport to
appoint different proxies, the vote of the proxy appointed by the first named joint security holder 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, 23 October 2019 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 resolutions:

Tick () in box to vote

For Against Abstain Discretion
1. That Robert David Hamilton (appointed as a Director by the Board on 1 February
2019) be elected as a Director of the Company.
   
2. That Dr. Guorong Qian (appointed as a Director by the Board on 24 July 2019) be
elected as a Director of the Company.
   
3. That the existing Constitution of the Company be revoked and a new Constitution in
the form tabled at the meeting, and referred to in the explanatory notes, be adopted
with effect from the close of this meeting. See explanatory note 2.
   
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 21 October 2019.
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.