Implementation of Scheme of Arrangement

Capital Change Notice




Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZHELE0001S9
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 57,693,364
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Each Ordinary Share was
issued by THL on behalf of its
wholly owned subsidiary, THL
Group (Australia) Pty. Ltd
(Acquirer), as consideration
for the acquisition of the
shares in Apollo Tourism &
Leisure Ltd (Apollo) at the
ratio of 1 Ordinary Share for
every 3.210987 Apollo shares
held.
Nature of the payment (for example, cash or other
consideration)
See above.
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
36.91%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of Ordinary Shares
under a scheme
implementation deed between
THL, the Acquirer and Apollo
pursuant to which the Acquirer
will acquire all of the shares in
Apollo not already owned by
THL or its subsidiaries by way
of a scheme of arrangement
(Scheme Implementation
Deed).
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
214,013,477 Ordinary Shares

Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Listing Rule 4.9.1(a) and
Directors’ resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As set out in the Scheme
Implementation Deed and a
substantial product holder
notice issued by THL dated 30
November 2022, certain of the
Ordinary Shares issued to
interests associated with Luke
Trouchet are subject to escrow
arrangements specified in that
substantial product holder
notice.
Date of issue/acquisition/redemption 30 November 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement Grant Webster
Contact phone number
+64 9 336 4255
+64 21 449 210
Contact email address grant.webster@thlonline.com
Date of release through MAP

30 November 2022

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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




30 November 2022

MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)

IMPLEMENTATION OF SCHEME OF ARRANGEMENT

thl is pleased to announce the completion of the merger between thl and Apollo Tourism & Leisure Ltd
(
ATL) with the scheme of arrangement (Scheme) having been implemented today. Accordingly, thl and its
controlled entities now hold all the issued shares in ATL. The divestment of assets to Jucy, being a
condition subsequent to the Scheme, has also completed today.

In accordance with the Scheme, each ATL shareholder (other than thl and its controlled entities and
foreign scheme shareholders) has been issued one
thl share for every 3.210987 ATL shares held by them
as at 23 November 2022 (being the record date for the Scheme) (
thl Consideration Shares).

It is expected that thl Consideration Shares will commence trading on ASX on 2 December 2022 on a
normal settlement basis (under the name Tourism Holdings Rentals Limited and ASX ticker code “THL”).
thl Consideration Shares will also be able to be traded on the NZX.
With effect from implementation of the Scheme, Sophie Mitchell, Robert Baker, Luke Trouchet and Grant
Webster have been appointed to the Board of
thl.
A capital change notice in respect of the issue of the thl Consideration Shares is provided with this
announcement.
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 listed on the NZX (code: THL) and is the largest commercial RV rental operator in the world. In
November 2022,
thl merged with Apollo Tourism & Leisure, creating a multi-national, vertically integrated RV manufacturing,
rental, and retail business spanning motorhomes, campervans and caravans.
thl also operates tourism adventure, travel
technology, and commercial vehicle manufacturing businesses.

In New Zealand/Australia, thl operates rental brands (Maui, Britz, Apollo, Mighty, Hippie, Cheapa Campa), manufacturing (Action
Manufacturing), retail brands (Talvor, Kea, Winnebago, Adria, Coromal, Windsor), retail dealerships (RV Super Centre, Kratzmann,
George Day, Sydney RV, E-Camperco), travel technology (TripTech) and tourism attractions (Kiwi Experience and the Discover
Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black Water Rafting
Co.). In North America,
thl operates the Road Bear RV, El Monte RV, CanaDream, Apollo, Britz and Mighty rental brands. In UK and
Europe,
thl operates the Just Go and Bunk Campers rental brands.