Notice of 2022 Annual Meeting

Notice of Annual Meeting
2022

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 Hamilton
That Robert David Hamilton, who retires by rotation
and is eligible for re-election, be re-elected as a Director
of the Company.
Resolution 2 — 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
Cathy Quinn ONZM
Chair
3 October 2022
Notice is given that the 2022 Annual Meeting
of shareholders of Tourism Holdings Limited
(Company) will be held at:
The offices of Link Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland,
at 2pm on Tuesday 1 November 2022.
Shareholders will also be able to attend and participate in the 2022 Annual Meeting via
the Link Market Services Virtual Meeting platform at www.virtualmeeting.co.nz/thl22 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 from
anywhere an internet 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.

Explanatory notes
1. Re-election of Rob Hamilton
(Resolution 1 )
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 Hamilton 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 February 2019 and
residing in Auckland, New Zealand. Rob Chairs the Audit and
Risk Committee (appointed November 2019) and serves on
the Remuneration and Nomination Committee and Market
Disclosure Committee. Rob is a respected member of the
capital markets and finance community in New Zealand,
with more than 30 years’ experience in senior Executive roles.
Rob is currently a Director of Westpac New Zealand Limited
and a Director of Oceania Healthcare Limited. He was previously
Chief Financial Officer at SkyCity Entertainment Group Limited
and Managing Director and Head of Investment Banking at
Jarden (formerly First NZ Capital). Rob is also a former Board
member on the New Zealand Olympic Committee.
The Board endorses Rob Hamilton standing for re-election
and recommends that shareholders vote in favour of
his reappointment.
2. Auditors’ remuneration
(Resolution 2)
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 and 2 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.
Hybrid Annual Meeting
Shareholders will be able to attend the meeting in person at
the offices of Link Market Services Limited, Level 30, PwC Tower,
15 Customs Street West, Auckland or via an online platform
provided by our share registrar, Link Market Services at
www.virtualmeeting.co.nz/thl22. 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 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, 28 October 2022, 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, Cathy Quinn, is willing to act as
proxy for any shareholder who may wish to appoint her for that
purpose. The Chair intends to vote any undirected proxies held
by her in favour of all resolutions.
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.co.nz,
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 Sunday,
30 October 2022 (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.co.nz,
no later than 2pm on Sunday, 30 October 2022 (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.

thlonline.com

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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 2022 ANNUAL MEETING
The Annual Meeting of Shareholders of Tourism Holdings Limited (Company) will be held at the offices of Link Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland and online via the Link Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/thl22 on Tuesday, 1 November 2022 at 2pm. 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 2pm, Sunday, 30 October
2022.
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 and 2). 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 Chair of the Meeting as your Proxy
The Chair of the Meeting is willing to act as proxy for any shareholder who may wish to appoint her for that purpose. Where a direction is
not given to the Chair as to how to cast the vote on any Resolution, then the Chair 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 attend the meeting in person, please bring this proxy form/admission card to assist with your registration. If you will attend
the Meeting online, you will require your CSN/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 Tuesday, 1 November 2022 at 2pm and at
any adjournment of that meeting. The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint her 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 David Hamilton, who retires by rotation and is eligible for re-election, be re-
elected as a Director of the Company.
   
2. 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 (in person or via the virtual meeting platform) 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. Questions will need to be submitted by 2pm, Sunday, 30 October 2022.
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.