Notice of 2021 Annual Meeting

notice of
annual
meeting

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 Debbie 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 — Auditors
That the Directors are authorised to fix the
remuneration of the auditors for the ensuing year.
Notice is given that the 2021 Annual Meeting
of shareholders of Tourism Holdings Limited
(Company) will be held by way of a virtual
meeting at 2pm on Thursday, 21 October 2021.
For reasons associated with the COVID-19 pandemic, we will be holding the meeting
online only. Due to the changing nature of Alert level restrictions and potential risks
to the health of meeting attendees we believe this is in everyone’s best interests.
Shareholders will be able to attend and participate in the 2021 Annual Meeting via
the Link Market Services Annual Meetings Platform at www.virtualmeeting.co.nz/thl21
in a Virtual Annual Meeting. 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 f rom 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.
D. Other business
To consider such other business as may be properly
submitted to the meeting.
By order of the Board

Rob Campbell
Chair
21 September 2021
Agenda

Explanatory notes
1. Re-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.
Rob Campbell is retiring by rotation and, being eligible, offers
himself for re-election. The Board has determined that Rob is
an Independent Director as defined in the NZX Listing Rules.
Independent Director appointed in May 2013. Rob Chairs the
thl Board (appointed August 2013) and the Market Disclosure
Committee (appointed April 2014), and serves on all of thl’s
Board sub-Committees. Rob has over 30 years’ experience in
investment management and corporate governance. Rob is
currently Chair of SkyCity Entertainment Group Limited,
New Zealand Rural Land Co., Ultrafast Fibre Limited and
WEL Networks. Rob trained as an economist and has worked
in a variety of capital market advisory and governance roles
over a long period.
Debbie Birch is retiring by rotation and, being eligible, offers
herself for re-election. The Board has determined that Debbie
is an Independent Director as defined in the NZX Listing Rules.
Independent Director appointed in September 2016. Debbie
Chairs the Marketing & Customer Experience Committee
(appointed November 2019) and serves on the Audit Committee
and Sustainability & Risk Committee. Debbie has held various
Director and trustee positions for the last 10 years and is
currently Chair of Taupō Moana Investments Limited and
Raukawa ki te Tonga AHC Limited. Debbie is a Board member
of White Island Tours Limited, Ngāti Awa Group Holdings
Limited, Te Pūia Tāpapa GP Limited, a Trustee of Wellington
Free Ambulance and a Member of Treasury’s Capital Markets
Advisory Committee and Te Puna Whakaaronui Thought
Leaders Group. Debbie has significant financial, commercial
and strategic experience gained in Asia, Australia and
New Zealand with more than 30 years’ working in global
capital markets.
The thl Board endorses Rob Campbell and Debbie Birch
standing for re-election and recommends that shareholders
vote in favour of their reappointment.
2. Auditors’ remuneration (Resolution 3)
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 3 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.
Virtual annual meeting
Shareholders will be able to attend exclusively via an online
platform provided by our share registrar, Link Market Services
at www.virtualmeeting.co.nz/thl21. Via the online platform,
shareholders will be able to vote and ask questions during the
Annual Meeting. To attend online, you will require your Holder
Number for verification purposes. 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 https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
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 15 October 2021, being a day 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 Chair of the meeting, Rob Campbell, is willing to act
as proxy for any shareholder who may wish to appoint him
for that purpose. The Chair intends to vote any undirected
proxies held by him in favour of all resolutions, but will abstain
f rom voting discretionary proxies in respect of his own
reappointment under resolution 1.
No proxy shall be entitled to vote at the meeting unless a proxy
form is received by the Company’s Share Registrar, Link Market
Services, either by post to PO Box 91976, Victoria Street West,
Auckland 1142, by email to meetings@linkmarketservices.com,
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 by 2pm on Tuesday,
19 October 2021 (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’s Share Registrar, Link
Market Services, either by post to PO Box 91976, Victoria Street
West, Auckland 1142, by email to meetings@linkmarketservices.
com, no later than 2pm on Tuesday, 19 October 2021 (48 hours
before the time set for the meeting). Alternatively, if you
elect to cast your postal vote online at https://investorcentre.
linkmarketservices.co.nz/voting/THL, this must be completed
no later than 48 hours before the time set for the meeting.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/THL
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services Limited
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, 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 2021 ANNUAL MEETING
The Annual Meeting of Shareholders of Tourism Holdings Limited (Company) will be held online at www.virtualmeeting.co.nz/thl21 on Thursday, 21
October 2021 at 2:00pm. For reasons associated with the COVID-19 pandemic, we will be holding the meeting online only. Due to the changing
nature of Alert level restrictions and potential risks to the health of meeting attendees we believe this is in everyone’s best interests. Shareholders
are able to attend the Annual Meeting online via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/thl21. If you
will be attending online, you will require your Holder Number for verification purposes.

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, Tuesday, 19 October 2021.
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 3). 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 Chair of the Meeting, Rob Campbell, is willing to act as proxy for any shareholder who may wish to appoint him for that purpose. The Chair
intends to vote any undirected proxies held by him in favour of all resolutions, but will abstain from voting discretionary proxies in respect of his own
reappointment under resolution 1.

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
The 2021 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/thl21. If you will be attending online, you
will require your Holder Number for verification purposes. 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 Thursday 21 October 2021 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 Chair, please insert “The Chair 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

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 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 (via the virtual 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, Tuesday, 19 October 2021.
Question :


SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 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.