Apollo shareholders approve merger

Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Fax: +64 9 309 9269
Level 1, 83 Beach Road
www.thlonline.com
Auckland City

PO Box 4293, Shortland Street

Auckland 1140, New Zealand



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11 November 2022

MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)

APOLLO SHAREHOLDERS APPROVE MERGER

thl advises that shareholders of Apollo Tourism & Leisure Ltd (ATL) have today voted in favour of the
proposed merger with
thl by way of scheme of arrangement by the requisite majorities.

A copy of ATL’s ASX release reflecting the results of the vote and an indicative timeline is provided with
this announcement.

The scheme of arrangement remains subject to approval by the Supreme Court of Queensland,
completion of the divestment to Jucy and the satisfaction of various other conditions as previously
detailed in ATL’s Replacement Scheme Booklet.

ENDS

Authorised by:

Cathy Quinn
Chair, Tourism Holdings Limited

For further information contact:

Grant Webster
thl Chief Executive Officer
Direct Dial: +64 9 336 4255
Mobile: +64 21 449 210

About thl (www.thlonline.com)

thl is a global tourism operator. We are listed on the NZX and are the largest commercial provider of RVs for rent and sale in
Australia and New Zealand, and the second largest in North America. In the USA, we own Road Bear RV Rentals & Sales and El
Monte RV Rentals & Sales, and in the United Kingdom, we own Just go Motorhomes. Within New Zealand, we own Kiwi Experience
and operate the Discover Waitomo group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The
Legendary Black Water Rafting Co.
thl also owns Action Manufacturing, a leading motorhome and specialist vehicle manufacturer
in New Zealand.

---

11 November 2022

Apollo Tourism & Leisure Ltd
Results of Scheme Meeting

Apollo Tourism & Leisure Ltd (ASX:ATL) (“ATL”) advises that ATL shareholders (other than thl entities
excluded from voting) (“
ATL Voting Shareholders”) have today voted in favour of the proposed
merger with Tourism Holdings Limited (“
thl”) by way of scheme of arrangement (“Scheme”) by the
requisite majorities.
In summary:
• approximately 100.00% of the votes cast by ATL Voting Shareholders in person or by proxy,
attorney or corporate representative at the Scheme Meeting were in favour of the Scheme
Resolution; and
• approximately 99.60% of ATL Voting Shareholders (by headcount) in person or by proxy,
attorney or corporate representative at the Scheme Meeting were in favour of the Scheme
Resolution.
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the
Corporations Act 2001 (Cth), details
of the valid proxies received and voting results are attached to this announcement.

The Scheme remains subject to approval by the Supreme Court of Queensland (“Court”), completion
of the divestment to Jucy and the satisfaction of various other conditions as previously detailed in
the Replacement Scheme Booklet. An indicative timetable is set out below, assuming the Scheme is
approved by the Court at the hearing scheduled for 9.00am (Brisbane time) on Friday, 18 November
2022:

Effective date of the Scheme Monday, 21 November 2022
Suspension of trading of ATL Shares on ASX 4.00pm (AEDT) on Monday, 21 November 2022
Scheme record date 7.00pm (AEDT) on Wednesday, 23 November 2022
Completion of divestment of assets to Jucy Wednesday, 30 November 2022 and in any event prior to Scheme
implementation
Implementation date (date on which Scheme consideration is issued) Wednesday, 30 November 2022
Commencement of trading of thl consideration shares on the NZX on a normal
settlement basis
Thursday, 1 December 2022
Admission of thl to the official list of ASX as a foreign exempt listing Thursday, 1 December 2022
Commencement of trading of thl consideration shares on the ASX on a normal
settlement basis
As soon as reasonably practicable following admission to ASX

These dates are indicative only. Any changes to the timetable will be announced on ASX and notified on ATL’s website at
www.apollotourism.com.


Authorised by:
Luke Trouchet
Managing Director and Chief Executive Officer
Apollo Tourism & Leisure Ltd
For personal use only

3451-1543-6062, v. 3

ENDS
For more information please contact:
Investors:
Luke Trouchet, Managing Director and CEO
T: 07 3265 9222
E: info@apollotourism.com
W: www.apollotourism.com


About Apollo Tourism & Leisure Ltd
Apollo Tourism & Leisure Ltd is listed on the Australian Securities Exchange (ASX code: ATL). Apollo is a multi-
national, vertically integrated manufacturer, rental fleet operator, wholesaler and retailer of a broad range of RVs
including motorhomes, campervans and caravans.

Not for release or distribution in the United States

This announcement may not be released to U.S. wire services or distributed in the United States. This announcement does not constitute
an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction, and neither this announcement
nor anything attached to this announcement shall form the basis of any contract or commitment. Any securities described in this
announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the
United States except in transactions registered under the U.S. Securities Act of 1933 or exempt from, or not subject to, the registration of
the U.S. Securities Act of 1933 and applicable U.S. state securities laws.

For personal use only

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth).
Resolution details
Resolution Result
Resolution
ForAgainst
Proxy's
Discretion
AbstainForAgainstAbstain*
Carried /
Not Carried

ForAgainstAbstain*

24715

99.60%0.40%
* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.
1. “That under and in accordance with section 411 of the Corporations
Act, the members agree to the arrangement proposed between ATL
and the holders of its fully paid ordinary shares (other than the thl
Entities), designated the Scheme, as contained in and more
particularly described in the Replacement Scheme Booklet
accompanying the notice convening this meeting (with or without any
alterations or conditions agreed or any alterations or conditions
required by the Court) and the ATL Board is authorised to implement
the Scheme with any such alterations or conditions.”
Apollo Tourism & Leisure Ltd
Scheme Meeting
Friday, 11 November 2022
Results of Meeting
Instructions given to validly appointed proxies
(as at proxy close)
Number of votes cast on the poll
142,963,959
99.95%
1,550
0.00%
67,938
0.05%
218,419
143,048,144
100%
1,550
0.00%
218,419

Carried
Number of shareholders voting on the poll


For personal use only