Notification of Issue of Securities – STI & LTI Schemes

Capital Change Notice



Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product Unlisted share rights
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 51,881
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share rights are issued for nil
consideration.
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
1

5.64%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example, the
exercise price and exercise date)
The share rights are issued
pursuant to the THL Short Term
Incentive Scheme 2020.
Each share right may be
converted by the holder into one
ordinary share in THL on its
exercise.
50% of the share rights will vest
after 12 months and the remaining
50% will vest after 24 months,
unless otherwise determined by
the Board. Holders can then
exercise their share rights until the
latter of (i) 60 days after the
vesting date and (ii) the end of the
calendar year in which the vesting
date occurred, after which they
will be forfeited.
There is no exercise price or
performance criteria for the share
rights, however vesting is subject
to THL complying with certain
undertakings under its banking
facilities.
The share rights do not carry
voting or dividend rights and will
not be quoted.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of share rights under the
THL Short Term Incentive Plan
2020, to provide to employees
incentives and rewards reflecting
the performance of THL.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
971,360
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Listing Rule 4.6 and resolution of
the Board.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See terms above.

Date of issue/acquisition/redemption 1 October 2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement
Grant Webster
Contact phone number
+64 9 3364255
+64 21 449210
Contact email address
grant.webster@thlonline.com
Date of release through MAP

1 October 2020

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Capital Change Notice



Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product Unlisted share options
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 153,336
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share options are issued for nil
consideration.
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
1

28.07%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example, the
exercise price and exercise date)
The share options are issued
pursuant to the THL Short Term
Incentive Scheme 2020.
Each share option may be
converted by the holder into one
ordinary share in THL on its
exercise.
50% of the share options will vest
after 12 months and the
remaining 50% will vest after 24
months, unless otherwise
determined by the Board. Option
holders can then exercise their
share options until the date that is
six years after the date upon
which they were granted, after
which they will be forfeited.
The exercise price for each share
option is $2.06. The share options
are not subject to any
performance criteria, however
vesting is subject to THL
complying with certain
undertakings under its banking
facilities.
The share options do not carry
voting or dividend rights and will
not be quoted.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of share options under the
THL Short Term Incentive Plan
2020, to provide to employees
incentives and rewards reflecting
the performance of THL.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
699,601
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Listing Rule 4.6 and resolution of
the Board.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See terms above.

Date of issue/acquisition/redemption 1 October 2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement
Grant Webster
Contact phone number
+64 9 3364255
+64 21 449210
Contact email address
grant.webster@thlonline.com
Date of release through MAP

1 October 2020

---

Capital Change Notice



Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product Unlisted Options
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 290,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
6.78%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example, the
exercise price and exercise date)
The Options are issued pursuant
to the Tourism Holdings Limited
Long Term Incentive Scheme
2017. The key terms of that
scheme are as follows:

 Each Option may be
converted into one ordinary
share in thl on their exercise.
 1/3 of the Options will vest 2
years after the grant date, 1/3
will vest 3 years after the
grant date, and 1/3 will vest 4
years after the grant date.

The exercise price for each
Option will be calculated by
reference to the volume weighted
average price of each thl share
during the 20 working day period
prior to the relevant grant date,
plus an uplift to reflect the thl’s
average cost of capital for the first
two years from the grant date,
less dividends paid during that
two-year period.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Options to Senior
Executives of thl under the
Tourism Holdings Limited Long
Term Incentive Scheme 2017.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
4,569,999 Unlisted Options

and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Directors’ resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As set out above.
Date of issue/acquisition/redemption 1 October 2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement Grant Webster
Contact phone number
+64 9 3364255
+64 21 449210
Contact email address grant.webster@thlonline.com
Date of release through MAP

1 October 2020