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Investor presentation – merger with Apollo

M&A22 November 2022THLConsumer Discretionary

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




Self drive

Experiences

New Zealand

Australia

USA

UK



Design &

Manufacturing

New Zealand

Australia


Guided

Experiences

New Zealand



23 November 2022


MEDIA | NZX RELEASE

TOURISM HOLDINGS LIMITED (thl)


INVESTOR PRESENTATION – MERGER WITH APOLLO


Please see attached a copy of an investor presentation that thl intends to speak to at various investor

engagements.


The presentation contains a summary of the information relating to the merged group that is contained

in Apollo Tourism & Leisure Ltd’s Replacement Scheme Booklet, which was released on 26 October 2022.


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.

---

FY19
FULL YEAR RESULTS

PRESENTATION

Proposed

merger of thl

and Apollo

November 2022

Disclaimer and Notes to Materials
2

IMPORTANT NOTICES

This presentation has been prepared by Tourism Holdings Limited (thl) in connection with the proposed merger between thl and Apollo Tourism &

Leisure Ltd ACN 614 714 742 (ATL) by way of scheme of arrangement (Scheme) under Part 5.1 of the Corporations Act 2001(Cth) (Corporations Act).

SUMMARY INFORMATION

This presentation contains summary information and statements about thl, ATL and their respective related bodies corporate, businesses and activities

as at the date of this presentation. The information in this presentation is general in nature and does not purport to be exhaustive. No representation

or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions

contained in this presentation. To the maximum extent permitted by law, none of thl, ATL nor their respective directors, employees, agents or

advisers, or any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them

or any other person, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it.

This presentation should be read in conjunction with thl’s other periodic and continuous disclosure announcements lodged with the NZX, which are

available on the NZX website (at www.nzx.com), the thl’s website at https://www.thlonline.com.

FORWARD LOOKING STATEMENTS

This presentation contains forward-looking statements concerning thl, ATLand the merger group following implementation of the Scheme (Merged

Group) which are made as at the date of this presentation unless otherwise specified, including statements aboutintentions, beliefs and expectations,

plans, strategies and objectives of thl, ATLand the Merged Group, the anticipated timing for and outcome and effects of the Scheme (including

expected benefits to shareholders of thl and ATL), indications of and guidance on synergies, future earnings or financial position or performance,

expectations for the ongoing development and growth potential of the Merged Group and the future operation of thl, ATLand the Merged Group.

Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the

forward-looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of thl, ATLand the

Merged Group. Such factors may include, among other things, risks relating to funding requirements, COVID-19 impacts including border closures and

travel restrictions, competition and market risks, regulatory restrictions and risks associated with general economic conditions. Any forward-looking

statements, as well as any other opinions and estimates and statements regarding synergies, market and industry trends, providedin this presentation

are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect. Synergy

estimates are based on fixed foreign exchange rates across its operating geographies at the time of calculation. Variations in foreign exchange rates

will impact the degree to which synergies are able to be realised or how they are reflected in the Merged Group’s reporting currency.

There can be no assurance that the Scheme will be implemented or that the plans for the Merged Group will proceed as currently expected or will

ultimately be successful. You are cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or

operating outlook for thl, ATLor the Merged Group (including the realisation of any expected synergies), particularly in light of the current economic

climate and the significant volatility, uncertainty and disruption caused by the ongoing COVID-19 pandemic.

Except as required by law or the NZX or ASX listing rules, ATL and thlassume no obligation to provide any additional or updated information or to

update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this presentation

will, under any circumstances (including by reason of this presentation remaining available and not being superseded or replacedby any other

presentation or publication with respect to thl, ATLor the Merged Group, or the subject matter of this presentation), create an implication that there

has been no change in the affairs of thl, ATL since the date of this presentation.

PAST PERFORMANCE

You should note that past performance metrics and figures (including any data about past share price performance of thl and ATL) in this presentation

are given for illustrative purposes only and cannot be relied upon as an indicator of (and provide no guidance as to) future performance, including

future share price performance of the Merged Group.

NOT AN OFFER, AND NOT INVESTMENT OR FINANCIAL PRODUCT ADVICE

This presentation is not a prospectus, product disclosure statement or other disclosure document under the Financial Markets Conduct Act 2013, or

other offering document under New Zealand law or any other law. This presentation has not been lodged with any regulatory authority in any

jurisdiction. This presentation, and the information contained in it, is provided for information purposes only and is not anoffer or solicitation or an

invitation or recommendation to subscribe for, acquire or buy securities of thl, or any other financial products or securities, in any place or jurisdiction,

or a solicitation of any vote or approval in connection with the Scheme.

This presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial productor investment advice (nor

tax, accounting or legal advice) or a recommendation to acquire any securities of thl, or a solicitation of any vote or approval in connection with the

Scheme. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This presentation may not be released to U.S. wire services or distributed in the United States. This presentation 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 presentation or anything attached to this

presentation shall form the basis of any contract or commitment. Any securities described in this presentation 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.

___________________________________________________________________________________________________________________________

EFFECT OF ROUNDING

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject tothe effect of rounding. The

actual calculation of these figures may differ from the figures set out in this presentation.

FINANCIAL DATA

All dollar values are in New Zealand dollars (NZ$) unless stated otherwise. To the extent an exchange rate is used to convert foreign currency to New

Zealand dollars, the assumed exchange rate has been shown in this presentation. This presentation may contain a number of non-GAAP financial

measures, including Earnings Before Interest and Tax (EBIT). Because they are not defined by NZ GAAP or IFRS, thl’scalculation of these measures may

differ from similarly titled measures presented by other companies and they should not be considered in isolation from, or construed as an alternative

to, other financial measures determined in accordance with NZ GAAP. You are cautioned, therefore, not to place undue reliance on any such financial

information included in this presentation.

REGULATORY BODIES REFERRED TO IN MATERIALS

Australian Competition and Consumer Commission (ACCC)

Australian Foreign Investment Review Board (FIRB)

New Zealand Commerce Commission (NZCC)

Overview

Strategic Rationale
4

Global reach

Entry to Canadian market and expansion

into Europe – Canada is highly

complementary to thl’s existing United

States operations

Synergies

Material synergy opportunity for the

Merged Group

(Estimated $27m to $31m recurring pre-tax cash

synergy across Australia and New Zealand)

Vertically integrated across

Australasia

Manufacturing capability in both Australia

and New Zealand supported by acquisition

of Australian dealership operations

Platform for future growth

Geographically diversified, access to

capital and supply deriskedby

manufacturing

Better positioned

to capitalise on the

anticipated post-

COVID recovery of

international

tourism

JAPAN
FRANCHISEE

Global RV Leader – Snapshot of Merged Group

5

1.Rental fleet sizes represent fleet sizes and percent of thland Apollo as at30 June 2022 less 110 motorhomes in New Zealand and 200 in Australia in relation to the Asset Divestment

2.Europe & UK includes thl fleet from Just go motorhomes, which was a 49% joint venture as at30 June 2022

3.FY22 Merged Group figures refer to pro forma consolidated balance sheet, as shown on page 28

EUROPE & UK

RENTAL FLEET

1, 2

~400 (6%)

RV RENTALS

EX-RENTAL RV SALES

AUSTRALIA

RENTAL FLEET

1

~2,000 (32%)

RV RENTALS

NEW AND EX-RENTAL RV SALES

RV MANUFACTURING

NEW ZEALAND

RENTAL FLEET

1

~1,400 (22%)

RV RENTALS

NEW AND EX-RENTAL RV SALES

RV AND COMMERCIAL MANUFACTURING

TOURISM ATTRACTIONS & ACTIVITIES

USA & CANADA

RENTAL FLEET

1

~2,500 (39%)

RV RENTALS

EX-RENTAL RV SALES

SOUTH AFRICA

FRANCHISEE

NZ$1.1bn

NZ$502m

FY22 Total Assets

3

FY22 Net Assets

3

Investment Rationale
6

1

2

3

4

5

The Merged Group will be wellpositioned to capitalise on the anticipated strong recovery in tourism, and

operates in a segment of tourism that has experienced category growth through the pandemic

The Merged Group is expected to realisematerial cost synergies and other strategic benefits from the

merger of thl and Apollo

The Merged Group will operate a business model that has proven flexibility through the pandemic, and has

a history of disciplined balance sheet management by the thl Board and management

The Merged Group should benefit from thl’s balance sheet strengthand has support from several long-term

lending partners

The Merged Group will continuethl’s history as anaspirational company with long-term growth ambitions

7
Summary of Key Transaction Changes

”Before” represents the proposed merger as at 10 December 2021 upon initial announcement.

“Now” represents the updated status of the transaction

Key changeDescription

Proposed

divestment

Before: Not applicable

Now: Divestmentof certain Apollo assetsto Jucy, most notably 200 and 110 4-6 berth motorhomes in Australia and New

Zealand respectively, Apollo’s Star RV brand and property leases for Apollo depots in Auckland, Perth, Alice Springs, Darwin

and Hobart

Synergies

Before: Expected steady-state pre-tax cash benefit of $18m – $20m per annum (excluding interest benefits), expected one-

off implementation costs of $4m – $7m, and fleet rationalisation delivering at least $40m of net debt benefit

Now: Expected steady-state pre-tax cash benefit of $27m – $31m per annum (including expected interest synergies of $3m

– $5m per annum), expected one-off implementation costs of $7m – $11m, and fleet rationalisation delivering at least

$25m of net debt benefit. Synergy realisationexpected to be delayed by ~12 months relative to previous disclosure with

some deriskingas certain property synergies realisedimmediately through divestment to Jucy (as above)

Merger ratio

Before: 1 new ordinary thlshare for every 3.680818ordinary Apollo shares held by Apollo shareholders (excluding thl)

1


Apollo shareholders (excluding thl) receive 24.9%of the Merged Group

2

Now: 1 new ordinary thlshare for every3.210987 ordinary Apollo shares held by Apollo shareholders (excluding thl)

1


Apollo shareholders (excluding thl) receive 27.0%of the Merged Group

2,3

. Revised merger ratio recognisesthe impact of

Australia’s faster recovery from the COVID-19 pandemic than anticipated (leading to a stronger outlook) together with

Apollo’s relatively larger Australian operations, and the increase in value in the Apollo Canadian properties

Lender

engagement

Before: Limited engagement

Now: Established the go-forward lending structure of the Merged Group, comprising existing thlbanks alongside asset

financiers which also results in confidence of interest synergies achievable

1)The consideration shares of shareholders with an address other than in Australia, New Zealand, the United Kingdom or other jurisdictions agreed by Apollo and thlwill be issued to a nominee and sold with the

proceeds paid to the shareholder

2)thlcurrently holds 898,150 ordinary shares in Apollo, representing 0.5% of Apollo ordinary shares on issue as at the date of theScheme Implementation Deed. This results in Apollo shareholders (excluding thl)

receiving a slightly lower proportion of the Merged Group than disclosed in the headline merger ratios of 25.0% “Before” and 27.5% “Now”. The total number of thlordinary shares on issue may change prior to

completion of the Scheme in the event thatany shares vest under existing LTI schemes

3)Includes 2,941,857 thlshares issued on 4 October 2022 for the acquisition of the remaining 51% of Just go and any additional thlshares issued between the Deed of Variation to the SID and the date of this

presentation

As a condition to the regulatory approvals obtained from NZCC and ACCC, thl
and Apollo have agreed to sell the following to car and campervan rental

business operator, Jucy:

•200 4-6 berth motorhomes from Apollo’s rental fleet in Australia and 110 4-6

berth motorhomes from Apollo’s rental fleet in New Zealand, including a

proportion of the forward bookings associated with that fleet

•Apollo’s Star RV motorhome brand (currently used only in Australia and New

Zealand)

•Property leases for surplus Apollo rental depots in Auckland, Perth, Alice

Springs, Darwin and Hobart –this effectively derisksthe property synergy

associated with these leases

thl and Apollo have also agreed with Jucy that the Merged Group will:

•Supply (or procure supply) Jucywith 40 motorhomes in each of Australia and

New Zealand in the 12 months post divestment, with an option for an

additional 40 motorhomes in each of Australia and New Zealand in the

subsequent 12 months (at Jucy ’soption). These motorhomes are expected to

be supplied through the retail channel and to not have a material impact on

earnings

•At the request of Jucy, use best endeavoursto introduce Jucyto wholesalers

who currently market motorhomes under the Star RV brand and who do not

have an existing relationship with Jucy

•Provide certain transitional services to Jucy

The divestment is to occur prior to completion on the Implementation Date (30

November 2022)

8

Impact of Divestment on Merged Group

P&L impact

•Reduction in hire days – smaller fleet

base (200 divested motorhomes in

Australia and 110 divested motorhomes

in New Zealand)

•Average rental yield declines – 4-6

berth motorhomes have a slightly

higher rental rate than the weighted

average fleet rental rate (which includes

smaller vehicles)

•D&A reduction – a smaller fleet base

Cash proceeds /

sales pricing

•Estimated one-off cash receipt of

~$18.1m from the sale of the

motorhomes at time of divestment (net

sales proceeds of ~$42.7m less

repayment of borrowings of ~$24.6m)

2

•Sales prices are consistent with retail

pricing and slightly higher than the

weighted average fleet sale price (which

includes smaller vehicles) – expected

total gain on sale of ~$13.7m

2

Recurring NPAT

impact

FY23 cash

impact

Given the P&L impact of the divestment is highly dependent upon

prevailing market conditions

1

and external variables outside of the Merged

Group’s control (such as rental demand), the P&L impact is difficult to

precisely quantify with sufficient certainty

1.Prevailing market conditions are likely to also influence other factors such as mix of fleet or length of time vehicles remain on fleet. This in

turn influences average rental yields, effective depreciation rates and operating costs, amongst other factors

2.Assumes exchange rate of NZD:AUD 0.9260. Variance to numbers reported earlier in the Replacement Scheme Booklet relates to

finalisation of list of vehicles, sales pricing and fluctuation in exchange rates.

Asset Divestment to Jucy

Divesting 200 vehicles in Australia and 110 vehicles in New Zealand

Expected cost-out recurring synergies
1

Indicative phasing of fixedsynergies

-

25%

50%

75%

100%

Mar-22

Jun-22

Sep-22

Dec-22

Mar-23

Jun-23

Sep-23

Dec-23

Mar-24

Jun-24

Sep-24

Dec-24

Mar-25

Jun-25

% of fixed synergies realised

-

25%

50%

75%

100%

Mar-22

Jun-22

Sep-22

Dec-22

Mar-23

Jun-23

Sep-23

Dec-23

Mar-24

Jun-24

Sep-24

Dec-24

Mar-25

Jun-25

% of fixed synergies realised

56%

47%

14%

15%

30%

25%

14%

EBITPre-tax cash

Interest savingsVariable

PropertyDuplication of corporate costs

•Based on funding rates received from lenders in relation to the proposed

merger, there is also an additional $3m – $5m annual recurring interest

synergy now expected at steady-state

2

. This was previously unquantified

in 2021

Significant Value Creation through expected Synergy Realisation(1 / 2)

Expected pre-tax cash synergies have materially increased since the initial announcement in December 2021. They are now expectedto be $27m – $31m

per annum on a post-divestment basis

9

1.Percentages based on mid point of synergy range

2.Steady-state refers to normal trading conditions following a post-COVID recovery

•Material synergies are expected to arise in the Merged Group due to

recurring cost reduction across Australia and New Zealand

•Such synergies are expected to deliver a steady-state

2

pre-tax cash uplift

of $27m –$31m per annum, or an EBIT uplift of $23m – $24m per

annum

•The increase in expected EBIT synergy range of approximately $6m

relative to December 2021 relates primarily to an increase in the costs

previously identified as synergies due to inflation, identifying a larger

quantum of corporate overhead synergies and the devaluation of the

New Zealand Dollar

•Synergies are shown on the basis that the 310 motorhomes divested to

Jucy are permanently removed from the Merged Group’s fleet base

•There has been some deriskingas certain property synergies are realised

immediately through divestment to Jucy

•The majority ofthe fixed cost synergies are expected to be fully

implemented by the end of FY25, while the variable cost synergies are

expected to increase in line with activity returning to pre-COVID levels

and to be materially realisedby the end of FY25

•Total one-off implementation costs are expected to be $7m –$11m, with

the majority of these incurred by the end of FY24. The increase in one-off

implementation costs from 2021 primarily arises from additional

integration spend and general operating expenses

1

Fixed

69%

Before (2021)

Now (2022)

$17m – $19m p.a.

$23m – $24m p.a.

$27m – $31m p.a.

$18m – $20m p.a.

2

51%

49%

18%

20%

31%

30%

EBITPre-tax cash

Interest savingsVariable

PropertyDuplication of corporate costs

Unquantified

Fixed

70%

Fixed

70%

Fixed

62%

% realised at

FY end

FY23FY24FY25

62% 98% 100%

% realised at

FY end

FY23FY24FY25

19% 79% 100%

Current and steady statePotential upside
Significant Value Creation through expected Synergy Realisation(2 / 2)

Fleet rationalisation opportunity through servicing the Merged Group’s rental operations using a smaller, more optimized fleet base to deliver a one-off

debt reduction of up to $42m

1

, with additional potential upside from recurring net capex savings

10

Current fleet reduction:

No vehicles extracted from

the Merged Group

immediately

One-off debt reduction:

Total cash flow impact of

the current and steady state

fleet reduction

Recurring savings including

net capex reduction:

Ongoing cashflow benefits of

assumed lower net

replacement capex resulting

from a smaller fleet base

Additional upside fleet

reduction:

Additional vehicles which can

potentially be extracted

subject to further operational

efficiency improvements in

North America

3

Current + steady state

Potential upside

~0

vehicles

Steady state fleet

reduction:

Additional vehicles which

can be extracted from the

Merged Group in a steady

state environment

~200

vehicles

~$25m

2

Up to

~150

Vehicles, or

~$18m

2

one-off debt

reduction

Not

quantified

•Fleet rationalisation opportunity of up

to ~350 vehicles is expected due to the

ability of the Merged Group to service

rental operations on a smaller, more

optimisedfleet base (i.e.enhanced

utilisation)

•The ability for the Merged Group to

rationalisefleet has reduced relative to

the December 2021 assessment owing

to both thland Apollo having already

reduced their respective fleets in

ordinary course trading, as well and the

fleet divestment of the Merged Group

•This fleet rationalisation synergy

comprises both:

‒A one-off reduction in net debt

as fleet are permanently

removed

‒An assumed ongoing reduction in

annual replacement fleet capex

required due to smaller fleet size

3

1.Total one-off debt reduction of up to $42m differs to the sum of the current and steady state one-off debt reduction of $25m andthe potential upside one-off debt reduction of $18m due to rounding

2.Debt reduction per vehicle differs between current and steady state and potential upside due to differences in age of vehicles, mix of vehicles and differences in changes to both purchases and sales

3.Total fleet size is expected to continue to grow over time as the post-COVID operating environment recovers. Additional upside fleet reduction is relative to steady state fleet size

Before (2021)

Now (Nov 2022)

Before (2021)

Now (Nov 2022)

~300

vehicles

~600

vehicles

~$40m

2

Up to

~350

Vehicles, or

~$30m

2

one-off debt

reduction

Not

quantified

11
Key Merger Metrics

thlshareholders receive 73.0% of the Merged Group

•As consideration, thlwill issue 1 new ordinary thlshare for every

3.210987 ordinary Apollo shares held by Apollo shareholders

(excluding thl) as at the date of Deed of Variation to the SID

1

•thl holds 898,150 ordinary shares in Apollo being 0.5% of Apollo

ordinary shares on issue at the date of the Deed of Variation to the

SID. No new shares will be issued to thlin relation to its shareholding

in Apollo

•The merger will result in Apollo shareholders (excluding thl) owning

27.0% of the Merged Group

4,5

and thlshareholders owning 73.0% of

the Merged Group

4,5

. The Trouchet Family (who are currently 53.4%

of Apollo) will become 14.5% shareholders of the Merged Group

4,5

Apollo shareholders receive 27.1%

of Merged Group

Apollo shareholders (ex. thl) receive

27.0% of Merged Group

thlshareholders therefore receive

73.0% of Merged Group

1)The consideration shares of shareholders with an address other than in Australia, New Zealand , the United Kingdom or other jurisdictions agreed by Apollo and thlwill be issued to a nominee and sold with the

proceeds paid to the shareholder

2)Any entitlements to a fraction of a new thlshare arising under the calculation of scheme consideration will be rounded to the nearest new thlshare (and if the fractional entitlement would include one-half of a thl

consideration shares, the entitlement will be rounded up)

3)Prior to 2,941,857 thlshares issued on 4 October 2022 for the acquisition of the remaining 51% of Just go

4)As at the date of this presentation. The total number of thlordinary shares on issue may change prior to completion of the Scheme in the event that any shares vest under existing LTI schemes

5)Based on thland Apollo current shares on issue as at date of this presentation

Merged Group share composition

Apollo current shares on issue186,150,908

Apollo shares held by thl898,150

Apollo current shares on issue (excl. thl held)185,252,758

Conversion ratio3.210987

thl shares issued to Apollo shareholders (excl. thl)

2

57,693,401

thl shares on issue prior to Just go

3

153,130,632

Merged Group shares on issue210,824,033

thl current shares on issue (incl. Just go)

4

156,320,113

Merged Group shares on issue214,013,514

Merger consideration

Resulting ownership of Merged Group

Reflects Apollo shares currently owned by thl

Reflects thl shares issued on 4 October for the remaining

51% of Just go and other subsequent shares issued

75.1%
13.4%

11.5%

73.0%

14.5%

12.5%

Merged Group indicative shareholdings

1

Trouchet family

•Luke Trouchet’s global RV experience will continue to be available to the

business with his ongoing involvement in the Merged Group

•Post-merger, the Trouchet family will hold a 14.5% shareholding in the Merged

Group

1

•Subject to regulatory and other requirements, it is proposed that the Trouchet

family will escrow:

a)90% of their thlconsideration shares for 12 months after the

Implementation Date; and

b)50% of their thlconsideration shares for 24 months after the

Implementation Date.

•The Trouchet family are strongly aligned with the continued growth of the

Merged Group and have evidenced their intent to be a long-term, supportive

shareholder by:

‒Entry into voluntary escrow

‒Luke Trouchet’srole in the Merged Group as Executive Director –M&A

and Global Transitions

‒High degree of cultural alignment between thl and Apollo

Merged Group Shareholdings and the Trouchet Family

Existing thl shareholders will receive 73.0% of the Merged Group, the Trouchet family will receive 14.5% of the Merged Group subject to certain escrow

terms with the remaining 12.5% of the Merged Group attributed to other Apollo shareholders

12

Other Apollo

shareholders

Existing thl

shareholders

Trouchet family

Previous

Updated

1)“Updated” Merged Group indicative shareholdings based on Merged Group shares on issue of 214,013,514 (refer page 11)

Summary of Key Borrowing Facilities
Mix of banking facilities and asset financing under the proposed arrangements is expected to provide the

Merged Group with capital access for fleet growth plans, non-fleet capital expenditure and general operating

requirements to support growth across the business

13

•thlhas entered intonew funding arrangements to take effect on commencement of the merger. These involve existing thlbanks and

selected asset financiers

•Asset financiers have been appointed on a geographic basis based on their knowledge of the sector and the support they have previously

shown to Apollo and/or financing of motorhomes

•Selected regionally-based asset financiers, combined with existing banks, expected to provide a stable and flexible source of debt funding

into the future

•Finance remains subject to the satisfaction of conditions precedent and completion deliverables in the financing documentation.

Merged Group funding process

Overview of Facilities

1

•Banking facility: NZ$150 million from thl’s current lenders (Westpac and ANZ)

•COVID loans: to be repaid shortly after completion

•Canada: continued funding of the Canadian business approved by Apollo’s Canadian lenders at current funding levels

•Asset finance: remainder of the Merged Group’s funding requirement intended to be provided through asset financing, including select

Apollo existing lenders

‒Asset finance facilities are typically uncommitted until drawn upon

‒Available asset financing is expected to exceed the intended Merged Group fleet growth requirements through to the end of FY24

1)Refer to the pro forma balance sheet on page 28 for indicative debt levels of the Merged Group

FY23 Outlook
14

FY23F capexFY23F NPAT

•Gross capex ~NZ$270m – $300m

•Net capex ~NZ$120m

•Fleet expected to grow by ~20% in FY23

•Upgraded NPAT guidance to above NZ$30m, inclusive

of estimated one-off transaction costs of NZ$3.5m

•Gross capex ~NZ$178m

•Net capex ~NZ$93m

•Upgraded NPAT guidance to above ~NZ$21.3m,

excluding estimated one-off transaction costs of

~NZ$3.3m

Merged Group

•Divestment impact – net capex reduction of ~NZ$42m

•Negative impact of synergy implementation costs and

subsequent benefit from synergy realisation

•Reduction in revenue, vehicle depreciation and costs

for 7 months from divestment impact

1.thl FY23F capex guidance as per its FY22 results presentation (and includes immaterial non-fleet capex) and FY23F NPAT guidance as per its NZX announcement on 12 October 2022

2.Apollo FY23F capex guidance as per its FY22 results presentation (and excludes non-fleet capex of ~NZ$3.3m)and FY23F NPAT guidance as per its ASX announcement on 18 October 2022. Apollo financial information has

been currency adjusted at 0.9380 NZD / AUD

3.Not to scale

4.thlFY22 closing rental fleet balance of ~4,000 reflects thl’s reported FY22 closing balance of ~3,850 plus Just go fleet (thl acquired the remaining 51% of Just go on 4 October 2022)

5.Net sales proceeds from the sale of 310 motorhomes in New Zealand and Australia to Jucy

Indicative FY22 – FY23 fleet bridge

3

~4000

4

~2600

~6600

~NZ$42m

5

~NZ$93m

~NZ$120m

Merged Group FY22

closing rental fleet

Rental fleet

divested (CY2022)FY23F net capexFY23F net capex

Merged Group FY23F

closing rental fleet

1

2

Management,
Board and

Shareholders

Sophie Mitchell
Independent

Director

Board and Executive Management

The Merged Group will be governed by a Board of eight directors, comprising the existing thl board as well astwo Independent

Directors from the Apollo Board, Grant Webster and Luke Trouchet as Executive Directors. Cathy Quinn will retain her positionasChair

16

Grant was appointed to the position of Chief Executive Officer of thlin December 2008. Grant has served on

various industry and Government bodies including nine years on the Tourism Industry Aotearoa Board including

periods as Chair and Deputy Chair. Grant was also co-Chair for the New Zealand Government’s Tourism Futures

Taskforce in 2020. Grant joins the Board as Managing Director

Grant Webster

CEO and Managing

Director

New additions to the thlBoard

Executive Management

Continuing Board members

•The Merged Group’s Executive team will include Grant Webster remaining in the role of Chief Executive Officer, in addition tojoining the Board as Managing Director

•Luke Trouchet will also be appointed to the new role of Executive Director – M&A and Global Transitions. In this role, Luke will oversee a number of business projects that are contemplated over

the coming years, including transitional projects in relation to chassis procurement, manufacturing, dealerships and technology solutions, as well as exploration of global M&A opportunities

•Nick Judd will be the Chief Financial Officer of the Merged Group

•The specific Executive structure of the Merged Group, including how duplicate Executive roles between Apollo and thlare to be addressed, are currently under review. Once determined, the

remaining Executive structure will be implemented following a transitional period after completion of the Scheme

Luke Trouchet has been a non-independent director of Apollo since September 2016. Luke was appointed as the

Chief Executive Officer and Managing Director of Apollo’s predecessor entities in 2001, and of Apollo in

September 2016 (when Apollo was incorporated). Since that time he has led the organisation through a strong

growth period, expanding internationally into NZ, USA, Canada, United Kingdom and Europe

Luke Trouchet

Non-Independent,

Executive Director

Sophie has been an independent director of Apollo since September 2016. She is a non-executive director of

Corporate Travel Management Limited, MorgansHoldings (Australia) Limited and is also a member of the

Queensland Advisory Board for AustralianSuper, a board member of the Australia Council for the Arts, and a

board member of Myer Family Investments Pty Ltd. Sophie is a former member of the Australian Takeovers Panel

Robert joined the Apollo Board as an independent director in January 2020. Rob is an experienced director with

current ASX roles including independent director and Chair of the Audit & Risk committee of Flight Centre Travel

Group Ltd and independent chairman of RightCrowdLimited. He is also Chairman of Goodman Private Wealth Ltd

and has several pro bono Board or Advisory Board roles with not-for-profit organisations

Robert Baker

Independent

Director

Cathy Quinn (ONZM)

Chair

Rob Hamilton

Independent Director

Debbie Birch

Independent Director

GráinneTroute

Independent Director

Overview of
Merged

Group

Shared RV Business Model
18

•Both thland Apollo operate a Build/Buy, Rental and Sell

model

•RVs are built at each company’s own manufacturing

facilities or purchased directly from third-party

manufacturers or dealers

•Both operate multiple RV rental brands across each of its

operational jurisdictions, targeting specific segments of the

rental market

•Both own retail sales centres and also sells vehicles through

a network of dealers

Build/Buy

New RVs for rental

operations and

retail sale

Rental

RVs in multiple countries

available for rent

Sell

Ex-rental and new

RVs through RV

retail centres and

dealers

37%
28%

33%

2%

Merged Group

2

Revenue

composition by

business unit

Revenue

composition by

geography

EBIT

composition by

geography

(FY19 only)

3,4,5

22%

49%

28%

1%

59%

31%

10%

RV Rentals

RV Sales

Other revenue

43%

57%

57%

9%

31%

3%

51%

44%

5%

Illustrative Financial Impact of the Transaction

19

Note: the above metrics are based on combined, unadjusted, as reported financial metrics (i.e. thl+ Apollo = Merged Group). FY22 financials do not reflect the

proposed divestment to Jucy (refer page 8)

1.thl revenue and EBIT excludes earnings of joint ventures Just go and Togo Group (exited in 2020)

2.Merged Group metrics have been currency converted at an average exchange rate of 0.9383 and 0.9340 NZD / AUD in FY19 and FY22respectively

FY19

20%

45%

35%

Australia

New Zealand

North America

Europe & UK

FY22

FY19

FY22

FY19

5

24%

76%

0%

FY22

FY19

5

FY22

FY19

FY22

FY19

FY22

17%

64%

19%

Australia

New Zealand

North America

Europe & UK

31%

23%

44%

2%

FY19 revenue and earnings contribution reflects a pre-COVID operating environment, whilst FY22 reflects actions taken specifically as a result of the COVID environment

3.thlFY19 reported EBIT composition by geography excludes Group Support Services & Other of NZ$(6.0)m, Apollo FY19 underlying EBIT

composition by geography excludes elimination of inter-entity charges, interest charged on loans between segments and amortisationof

internally generated intangibles on acquisitions totaling NZ$(1.9)m

4.FY22 not shown as both businesses generated EBIT losses in FY22 as a result of the COVID impacted operating environment

5.Apollo FY19 financials include its US business. US fleet were sold in FY20 and the business put in hibernation

1

33%

58%

9%

29%

66%

5%

22%

36%

42%

78%

6%

11%

5%

47%

22%

28%

3%

New Zealand Business
20

Current conditions and strategy

Closing rental fleet size

3

1.Apollo has the exclusive right to import and distribute Adria in Australia and New Zealand; and the exclusive right to manufacture

Winnebago in Australia and New Zealand

2.Action Manufacturing acquired Freighter NZ from MaxiTRANS in July 2022

3.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding

Key:

thlRV Rental

thl RV Sales

thl Manufacturing

thl Tourism

Apollo RV Rental

Apollo RV Sales

Auckland

Hamilton

Christchurch

Queenstown

•To date, demand and rental yields for the upcoming high season have been above prior

expectations, with yields (across the financial year to date and current summer

bookings) up by more than 35% on FY19 levels over the same time period

•Focus on growth in non-rentals initiatives including growth of capacity for Action

Manufacturing, third party non-RV work and RVSC retail

•Supply chain delays have been evident, resulting in a fleet size below optimal size for the

upcoming summer period as the post-COVID recovery is stronger than anticipated at

this time

Waitomo

1

1

RV

Non-RV

~2,600

~2,300

~2,700

~2,500

~2,000

~1,500

~1,200

~1,000

~900

~900

~900

~900

~800

~700

~600

~500

~3,500

~3,300

~3,600

~3,400

~2,800

~2,200

~1,800

~1,500

Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

Proposed Apollo

divestment

2

Auckland

property

Australia RV Business
21

Current conditions and strategy

1.Apollo has the exclusive right to import and distribute Adria in Australia and New Zealand; and the exclusive right to manufacture

Winnebago in Australia and New Zealand

2.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding

Darwin

Perth

Adelaide

Hobart

Melbourne

Cairns

Brisbane

Newcastle

Sydney

Broome

Alice Springs

Geelong

Key:

thlRV Rental

thl RV Sales

thl Manufacturing

Apollo RV Rental

Apollo RV Sales

Apollo Manufacturing

•Australia is experiencing strong post-COVID recovery, with rental yields (across the

financial year to date and current summer bookings) up by more than 70% on FY19

levels

•Material property synergies expected with the current overlap of rental branches

•Apollo is a material beneficiary of the current strength in the Australian vehicle sales

market due to its distributed retail dealership network. The network offers significant

scale benefit, while sales of third-party brands lends an element of downside protection

Closing rental fleet size

2

Kratzmann

1

1

RV

Non-RV

~1,700

~1,600

~1,700

~1,400

~1,200 ~1,200

~1,100

~1,200

~1,900

~1,900

~1,900

~1,600

~1,400

~1,100

~1,100

~1,000

~3,500

~3,600

~3,600

~3,100

~2,600

~2,400

~2,200 ~2,200

Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

Proposed Apollo

divestment

Perth, Alice Springs,

Darwin and Hobart

properties

Orlando
North America RV Business

22

Current conditions and strategy

Note: thl also has licensees in Reno, Corona, Sacramento, San Diego, Santa Cruz, Ventura / Oxnard, Victorville, Miami, Chicago, Salt Lake City

and Denver

1.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding

Vancouver

Edmonton

Calgary

Toronto

Halifax

Los Angeles

San Francisco

Seattle & Ferndale

Montreal

Las Vegas

Dallas

Denver

New Jersey

•The North American businesses operate on a more decentralisedmodel than New

Zealand and Australia. There are expected to be limited operational changes in the near

to medium term

•Over time, there are expected to be opportunities to leverage the expertise and

procurement capabilities of each business to realise synergies

Key:

Closing rental fleet size

1

~1,700

~2,400

~2,100

~1,800

~1,000

~1,500

~1,100

~1,600

~1,100

~1,500

~1,400

~1,300

~800

~600

~700

~800

~2,800

~3,900

~3,500

~3,200

~1,800

~2,100

~1,800

~2,500

Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

Apollo’s Canadian properties

•Apollo is currently exploring a sale and leaseback arrangement of its owned Canadian

properties in Vancouver, Calgary, Toronto and Halifax

thlRV Rental

thl RV Sales

Apollo RV Rental

Apollo RV Sales

Apollo RV Rental (sale & leaseback)

Apollo RV Sales (sale & leaseback)

Whitehorse

Europe and UK RV Business
23

Current conditions and strategy

United Kingdom & Ireland

Germany

Edinburgh

London

Belfast

Dublin

Hamburg

•There will be opportunities to align the businesses over time

Key:

thlRV Rental

thl RV Sales

Apollo RV Rental

Apollo RV Sales

Closing rental fleet size

2

Just go motorhomes transaction

•On 4 October 2022, thlacquired the remaining 51% interest in its UK joint venture, Just

go motorhomes for a purchase price of £5.355m (approximately NZ$10.7m)

•The purchase price was satisfied through a cash payment of £1.35m and the issue of

2,941,857 ordinary shares in thl for the remaining £4.005m

1

1.The issue price per share was $2.618, being the 90 day volume weighted average price to 31 August 2022 or ordinary shares in thl

2.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding. thl owned 49% of Just go

motorhomes until September 2022 when it acquired the remaining interest

~100

~300

~100 ~100 ~100

~200 ~200 ~200

~200

~300

~400

~300 ~300

~300 ~300

~200

~300

~700

~500

~400 ~400

~500 ~400

~400

Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

24
Dividend Policy

•Prior to being suspended due to the impact of the COVID-19 pandemic, thl's dividend policy was a payout

ratio of 75%to90% of NPAT

•The dividend policy is to be reviewed by the Board of the Merged Group by the time of the FY23 results

announcement in August 2023

•Thecurrentintentionof thethlBoardis that dividends willrecommence, most likely at a lowerpayout

ratiothanwas paid prior to theCOVID-19pandemic,oncethe Merged Grouphas delivered a full financial

year of profit similar to pre-COVID performance and the leverage ratio is at a level where lender consent is

no longer required for distributions to shareholders

•Thereview of thedividend policywill, among other matters, consider:

1)the equity ratio of theMerged Group;

2)theavailability of tax imputation and franking credits;and

3)the Merged Group’s future growth capital requirements, includingas it focuses on re-fleeting in the

near-medium term to take advantage of expected recovery and other opportunities.

A Future Fit Merger
The proposed merger is aligned with thl’s Future Fit

programme to improve the sustainability of the business.

Apollo shares our commitment to becoming a business that

focuses on multiple stakeholder impacts and benefits.

Through site and fleet rationalisation,

thl anticipates being

able to service our customers using fewer resources and

therefore less environmental impact.

25

Climate & Carbon Strategy

Future Fleet Programme

Pooling of financial resources and improved scale accelerates progress on the

electrification of our fleet

Sustainable Procurement

Circular Economy Pilots

Aligned procurement practices and procedures that recognisesocial, economic and

environmental factors

Accelerate

Partnership for Positive Impacts

Bringing together expertise in operational excellence, industry health & safety and local

community engagement in New Zealand and Australia

Ignition

Creating Future-Fit branches

Consolidating and establishing large scale joint branches, incorporating Future Fit needs

around water use, waste and emissions

Indicative Timetable
26

Key eventIndicative date

Enter in Scheme Implementation Deed

10 December 2021

Scheme Meeting

3.00pm (NZDT) on Friday, 11 November 2022

Second Court Date

12.00pm (NZDT) on Friday, 18 November 2022

Effective Date

Monday, 21 November 2022

Scheme Record Date

9.00pm (NZDT) on Wednesday, 23 November 2022

Completion of the Asset Divestment

Wednesday, 30 November 2022,

in any event prior to Scheme implementation

Implementation Date

Wednesday, 30 November 2022

thl shares issued as consideration for the merger commence trading on the NZX

Thursday, 1 December 2022

Admission of thlto the ASX as a foreign exempt listing

Thursday, 1 December 2022

thl shares issued as consideration for the merger commence trading on the ASX

As soon as reasonably practicable following

admission to ASX

Note: All dates are indicative only and subject to change

Appendix:
Pro Forma

Accounts

Merged Group FY22 Pro Forma Balance Sheet
28

Note: Pro forma statements have been consolidated for brevity. Refer to page 31 which details the basis of preparation of theMerged Group pro forma financial information

1)NTA per share has been calculated using the shares outstanding as at 30 June 2022 for each of thl(152,060,700) and Apollo (186,150,908). For the Merged Group, the Merged Group total shares on issue post-Scheme of 214,013,514 (refer page 11), which includes 2,941,857 thlshares issued

on 4 October 2022 for the acquisition of the remaining 51% of Just go and any additional thlshares issued between the Deed of Variation to the SID and the date of this presentation, has been used for the calculation

NZ$m, as at 30 June 2022thl

Apollo adjusted,

translated and

reclassified

Scheme

adjustmentsDivestmentJust goProperty sale

Merged Group

pro forma

consolidated BS

Assets

Cash and cash equivalents38.8 40.3 (6.0)16.6 7.7 32.9 130.4

Trade and receivables and other assets33.1 13.7 (0.4)-2.6 -48.9

Inventories67.3 59.6 --0.9 -127.8

Property, plant and equipment311.8 147.2 -(29.0)11.4 (40.4)401.0

Right-of-use assets - Fleet-64.0 ----64.0

Right-of-use assets - Property70.8 22.9 ---23.6 117.3

Intangible assets (including goodwill)55.4 25.5 133.7 ---214.6

Investments in/advances to associates and JVs6.0 ---(6.0)--

Investments accounted for using equity method-2.8 ----2.8

Other assets12.7 13.2 (7.9)(2.8)0.1 -15.3

Total assets

595.8 389.0 119.4 (15.1)16.8 16.1 1,122.0

Liabilities

Interest bearing loans and borrowings97.3 186.0 -(25.3)10.4 (29.2)239.3

Trade and other payables31.9 19.0 --3.1 -54.0

Revenue in advance26.0 27.0 -(0.3)--52.7

Lease liabilities82.6 83.1 ---35.1 200.9

Other liabilities26.3 35.5 4.6 1.1 1.9 3.3 72.7

Total liabilities

264.2 350.7 4.6 (24.5)15.4 9.3 619.7

Equity

Share capital279.0 92.7 66.4 -(6.0)-432.2

Retained earnings37.7 (42.1)36.1 9.4 7.3 6.8 55.2

Other equity15.0 (12.3)12.3 ---15.0

Total equity

331.7 38.3 114.8 9.4 1.4 6.8 502.3

Total equity and liabilities

595.8 389.0 119.4 (15.1)16.8 16.1 1,122.0

Key balance sheet metrics

Equity ratio (net of intangibles)51.1% 3.5% 31.7%

NTA per share

1

$1.82 $0.07 $1.34

Merged Group FY22 Pro Forma P&L
29

NZ$m, twelve months ending 30 June 2022thl

Apollo adjusted,

translated and

reclassified

Scheme

adjustmentsDivestmentJust goProperty sale

Merged Group

pro forma

consolidated P&L

Sales of services

118.9 67.7 --8.6 -195.2

Sales of goods

226.9 214.6 --2.7 -444.2

Total revenue

345.8 282.3 --11.4 -639.5

Cost of sales

(150.8)(176.4)--(4.9)-(332.1)

Gross profit

195.0 105.9 --6.5 -307.4

Administration expense

(51.4)(15.8)(6.0)-(3.4)-(76.6)

Operating expenses

(147.5)(88.6)----(236.0)

Other income

10.8 1.2 -13.3 0.0 10.1 35.4

Operating (loss) / profit before financing costs

6.9 2.8 (6.0)13.3 3.0 10.1 30.1

Net finance costs

(10.7)(10.5)--(0.3)-(21.5)

Share of profit / (loss) from associates and joint

ventures

1.1 ---(1.1)--

(Loss) / profit before tax

(2.7)(7.6)(6.0)13.3 1.6 10.1 8.6

Income tax benefit

0.6 2.7 -(3.9)(0.5)(3.3)(4.4)

(Loss) / profit for the year

(2.1)(5.0)(6.0)9.4 1.2 6.8 4.2

Note: Pro forma statements have been consolidated for brevity. Refer to page 31 which details the basis of preparation of theMerged Group pro forma financial information

Merged Group FY22 Pro Forma Cash Flow
30

NZ$m, twelve months ending 30 June 2022thl

Apollo adjusted,

translated and

reclassified

Scheme

adjustmentsDivestmentJust goProperty sale

Merged Group

pro forma

consolidated CF

Cash flows from operating activities

Receipts from customers128.3 300.6 -(0.3)21.4 -449.9

Proceeds from sale of goods227.3 34.6 -42.3 (2.5)-301.6

Payments to suppliers and employees(199.1)(291.6)(6.0)-(8.2)-(504.8)

Purchase of rental assets(164.5)(32.8)----(197.3)

Net interest paid / (recevied)(10.5)(11.0)----(21.5)

Taxation received / (paid)(4.2)0.1 ----(4.1)

Other operating cash flows0.9 -----0.9

Net cash flows from/(used in) operating activities(21.6)(0.2)(6.0)41.9 10.7 -24.8

Cash flows from investing activities

Net sale / (purchase) on property, plant &

equipment

(2.8)(0.7)--(3.9)62.1 54.7

Other investing cash flows 18.5 (1.1)----17.5

Net cash flows from/(used in) in investing activities15.8 (1.7)--(3.9)62.1 72.2

Cash flows from financing activities

Payment for lease liability principal(9.6)(35.7)----(45.3)

Net proceeds / (repayments) from borrowings12.9 26.8 -(25.3)(5.3)(29.2)(20.0)

Other financing cash flows 0.2 -----0.2

Net cash flows from/(used in) financing activities3.5 (8.9)-(25.3)(5.3)(29.2)(65.1)

Net increase/(decrease) in cash and cash equivalents(2.4)(10.8)(6.0)16.6 1.6 32.9 31.9

Opening cash and cash equivalents38.1 48.5 n/a -6.1 -92.7

Exchange (losses)/gains on cash and cash equivalents3.1 2.6 n/a n/a 0.1 n/a 5.7

Closing cash and cash equivalents38.8 40.3 (6.0)16.6 7.8 32.9 130.4

Note: Pro forma statements have been consolidated for brevity. Refer to page 31 which details the basis of preparation of theMerged Group pro forma financial information

Notes related to the Historical Pro Forma Financial Information
31

Section 1.2: Basis of preparation: The Merged Group pro forma financial information is non GAAP financial information. The Merged Group pro forma financial information is presented for informational purposes only and is not

intended to present, or be indicative of, what results from operations or financial position would have been had the events actually occurred on the dates indicated, nor is it meant to be indicative of future results from operations

or financial position for any future period or as of any future date. The Merged Group pro forma financial information does not give effect to the potential impact of current financial conditions, or any anticipated synergies that

may result from the implementation of the Scheme and subsequent integration of the two businesses

Note 1: thlmanagement performed an initial review of the accounting policies of Apollo to determine if any differences in accounting policies require reclassification or adjustment to the Merged Group Pro Forma Financial

Information. As a result of that preliminary review, thl’s management did not identify any material differences in accounting policy.

Note 2: Apollo’s Apollo financial information has been currency adjusted at 0.9031 NZD / AUD for the purposes of the Balance Sheet, and currency adjusted at 0.9380 NZD / AUD for the purposes of the P&L and Cash Flow. Apollo’s

financial information has reclassified to align the presentation of certain financial statement captions with thl.

Note 3: Scheme adjustments relate to impacts on the financial statements arising from the implementation of the Scheme. For the purpose of the Merged Group pro forma financial information, the fair value of Apollo’s

identifiable assets acquired, and liabilities assumed, have been presented on a provisional basis at book value. The purchaseprice consideration is based on the closing share price for thlon the 6 October 2022. Any material

changes in the share price between this date and the date of acquisition for accounting purposes will impact the purchase price consideration recognised for financial reporting purposes.

Note 4: Scheme adjustments for administration expenses and a reduction in cash and retained earnings relate to the balance ofadvisor costs which are expected to be incurred in FY23 as part of the Scheme implementation.

Note 5: No adjustment has been made for one-off and unusual items and the impact of the Covid-19 pandemic. This is on the basis that no items were recognised in the period and adjustment for Covid-19 could be misleading and

the impact from the pandemic is not limited to one period.

Note 6: thlacquired shares in Apollo prior to 30 June 2022. This has been reflected in the pro forma trade and other receivables asset andshare capital based on the market value of Apollo’s shares as at 30 June 2022.

Note 7: At 30 June 2022, the Apollo tax consolidated group had carried forward Australian tax losses of approximately A$10.3m. The transfer of carried forward tax losses in entities joining tax consolidated groups requires that

modified versions of the continuity of ownership or business continuity test are satisfied. As the ability to use the balanceofcarried forward Australian tax losses will depend upon whether these loss utilisation tests will be satisfied

(and, if so, the relevant available fraction), there is a risk that the carried forward Australian tax losses may not be available (or practically limited) at a future time for use by thl. As such, no deferred tax asset has been recognised

in the Historic pro forma for the Australian tax losses. Apollo’s tax losses in New Zealand and Australia should be availableand sufficient to offset any gains resulting from the Divestment, this is discussed further in note 8.

Note 8: A pro forma adjustment for the divestment of Apollo fleet to meet Australian Consumer and Competition Commission (“ACCC”) and New Zealand Commerce Commission (“NZCC”) agreements is reflected as an increase in

cash and retained earnings, and a reduction in current and non-current ‘interest-bearing loans and borrowings’, and the ‘property, plant and equipment’ asset. Any related forward bookings have been reflected in the pro forma

unaudited statement of financial position as a reduction in ‘revenue in advance’ and cash. As the divestment to Jucy will occur immediately before the Scheme Implementation and the resulting change in the shareholding of

Apollo’s, Apollo’s tax losses in New Zealand and Australia should be available and sufficient to offset the taxable gains arising on the divestment to Jucy, given those gains will arise prior to the Scheme Implementation. If it was

determined that the tax losses could not be offset against the taxable gains in New Zealand and/or Australia, the approximatetax liabilities would be NZ$1.6m and A$5.0m respectively.

Note 9: Following the implementation of the Scheme, Apollo intends to sell its Canadian properties. These properties are included in Apollo’s property plant & equipment balance. Pro forma adjustments have been made to reflect

the intended sale of this property based on expressions of interest, inclusive of the entries related to the commencement of a proposed new property lease that will be expected upon sale.

Note 10: thl acquired the remaining 51% of shares in Skewbald Limited, trading as Just Go, on 4 October 2022. A pro forma adjustment has beenmade to reflect the Merged Group inclusive of Just Go as if it were a subsidiary

company of the Merged Group. thlcurrently reports its investment in Just Go as an investment in an associate. The pro forma adjustment includes 100% of Just Go’s 30 June 2022 financial performance, position and cash flows as if

it were a subsidiary company, and reverses the earnings received from associates and the investment in associates. This pro forma adjustment does not include acquisition accounting which has yet to be determined.

Appendix:
Overview of

Apollo

33
History of Apollo

Founded

in 1985 by

Trouchet

family

1988: Brisbane

head office

established

2001:

Luke Trouchet and

Karl Trouchet

appointed as CEO

and CFO respectively

2006: Hippie

Camper brand

launches

2003: First

New Zealand

branches open

2005: Brisbane

factory opens,

manufacturing

Apollo-owned

TA LV O R RVs

2008: First

United States

branch opens

2009: Shareholding

in CanaDreamin

Canada purchased

2013: Exclusive

importer &

distributor license

of Adria RVs in

Australia

2014: Exclusive domestic license

to manufacture or import &

distribute Winnebago RVs in

Australia

2015: Brisbane

Retail

Dealership

opens

2016: Sydney and

Melbourne Retail

Dealerships open

2016: Lists

on the ASX

2017:

Acquisition of

remaining

interests in

CanaDream

2017: Acquisition

of Kratzmann

Caravans and

Sydney RV in

Australia

2018:

Acquisition of

CamperCoin the

United Kingdom

2018: Acquisition

of George Day

Caravans in

Australia

2019: Acquisition

of Coromaland

Windsor brands

and other assets

from Fleetwood

in Australia

2020: Hibernation of

United States

operations in

response to COVID-19

2017 – 2018:

Strong acquisition growth phase

2021: Brisbane RV

Service & Repair

Centre opens

c”
Trouchet Family

Brothers Luke and Karl Trouchet, whose parents founded Apollo in

1985 and who are currently the respective CEO & Managing Director

and Executive Director (Strategy & Special Projects) of Apollo, will

remain actively engaged in the Merged Group with a 14.5%

shareholding

1

•Gus and Carolyn Trouchet established Apollo in Brisbane in 1985, having

developed a love for campervans during a family holiday in New Zealand.

Both Luke and Karl Trouchet grew up in the family business and since taking

over from their parents in 2001, have led Apollo on its next phase of growth

as it evolved into a multi-national RV rental and sales company

•In the Merged Group, Luke Trouchet will move into the role of Executive

Director – M&A and Global Transitions. Currently the majority shareholder of

Apollo, the Trouchet family has illustrated its intent to continue to be a long-

term supporter of and actively engaged in the Merged Group with a 14.5%

stake

1

•The Trouchet family have proposed to enter into voluntary escrow terms, the

terms are outlined on page 12

•thlhas a proud history of ongoing engagement with owner operators.

Continuing with the business today are:

‒Former owner of Road Bear

‒Former owner of El Monte

‒Former joint venture partner with Just go

‒Former joint venture partner with Action Manufacturing

34

Brothers Karl (left) and Luke Trouchet (right) on a family holiday with an early Apollo RV

The two businesses have similar operations and like-minded cultures, and

we both strongly believe in the potential of the global RV market. I am very

much looking forward to joining the Board and executive of thland am

excited by the prospects of what the two companies can achieve together.

Luke Trouchet, Apollo Managing Director


1)Includes 2,941,857 thlshares issued on 4 October 2022 for the acquisition of the remaining 51% of Just go and any additional thlshares

issued between the Deed of Variation to the SID and the date of this presentation

Australia
~1,050

New Zealand

~500

Canada

~850

Europe & UK

~250

AustraliaNew ZealandCanadaEurope & UK

RV Sales

•New and ex-rental RVs

distributed via eight

owned retail sales

centres

•New and ex-rental RVs

distributed via two

operated sites

1

and

third party dealers

•Ex-rental RVs

distributed via five

operated sites

1

and

third party dealers

•Ex-rental RVs

distributed via five

operated sites

1

and

third party dealers

Apollo RV rental

brands

•StarRV, Apollo, Cheapa

Campa, Hippie

•StarRV, Apollo, Cheapa

Campa, Hippie

•CanaDream•Bunk, Apollo

Manufacturing

/ Fleet sourcing

•RVs manufactured by Apollo in its Brisbane

manufacturing facility (some shipped to New Zealand

for rental fleet), or acquired direct from

manufacturers

•Brisbane manufacturing facility has an estimated

current capacity of ~2,000

2

•Exclusive right to import and distribute Adria in

Australia and New Zealand; exclusive right to

manufacture Winnebago in Australia and New

Zealand; owns TALVOR, Windsor and Coromal brands

3

•RVs acquired direct from manufacturer or wholesale

via intermediaries or dealers

Apollo Business Overview

35

RV Rental fleet geographical split

4

1.Apollo sites service both its rental and sales operations in New Zealand, Canada, Europe & UK

2.~852 RVs produced for Apollo’s Rental and Sales operations in FY22. This production figure was impacted by COVID-19 related staff shortages and absenteeism due to sickness, as well as supply chain issues and a cautious ramp up by Apollo in the early half of the year in conjunction with

the reopening of global tourism and the subsequent demands on Apollo’s Australian rental fleet

3.Winnebago, TALVOR and Windsor currently exclusively manufactured in Apollo’s Brisbane manufacturing facility, Coromalcurrently contract manufactured by third party

4.As at30 June 2022

End

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.