SPH Notice – Tourism Holdings Limited

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Tourism Holdings Limited
Date this disclosure made: 1 December 2022
Date on which substantial holding began: 30 November 2022
Substantial product holder(s) giving disclosure
Full name(s): Tourism Holdings Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares
Summary for Tourism Holdings Limited
For this disclosure,—
(a) total number held in class: 28,679,239
(b) total in class: 214,013,477
(c) total percentage held in class: 13.401%
Details of relevant interests
Details for Tourism Holdings Limited
Nature of relevant interest(s): Power to control sale of shares pursuant to: (1) escrow
provisions contained in Escrow Deeds entered into with certain shareholders of Tourism
Holdings Limited as a result of the Scheme of Arrangement with Apollo Tourism & Leisure
Limited; and (2) escrow provisions contained in an Escrow Deed entered into with Alpine
Bird Manufacturing Limited. Copies of each Escrow Deed are attached to this notice (36
pages).
For that relevant interest,—
(a) number held in class: 28,679,239
(b) percentage held in class: 13.401%
(c) current registered holder(s): See attached schedule
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A

2
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
1. Escrow Deeds as a result of the Scheme of Arrangement
Apollo Tourism & Leisure Limited (ATL), THL Group (Australia) Pty. Ltd (thl Acquirer) and
Tourism Holdings Limited have entered into a scheme implementation deed dated 10
December 2021 under which it is proposed that thl Acquirer will acquire all of the ATL
Shares from the Scheme Shareholders through the implementation of a scheme of
arrangement (Scheme Implementation Deed). As required by the Scheme
Implementation Deed, Tourism Holdings Limited and each of the persons named in the
Schedule entered into an escrow deed dated 17 November 2022 (Escrow Deeds).
The Escrow Deeds provide that the parties detailed in the Schedule to this notice:
• Agree and undertake that they will retain the legal and beneficial ownership, as
applicable, of:
(a) 90% of the shares for 12 months from the “Implementation Date” (being
30 November 2022); and
(b) 50% of the shares for 24 months from the Implementation Date,
with the shares referred to in each of (a) and (b) above being the shares
listed in the Schedule (Restricted Shares), and the period of time referred
to in each of (a) and (b) above being the Embargo Periods.
• Each unconditionally and irrevocably agree and undertake that, except with the
prior written consent of Tourism Holdings Limited (which Tourism Holdings Limited
may withhold in its absolute discretion), during the Embargo Period it will not:
(a) sell, grant an option over, assign, transfer by way of security or otherwise
dispose of, or offer for sale or agree to sell, grant an option over, assign,
transfer by way of security or otherwise dispose of, directly or indirectly;
or
(b) do, or omit to do, any act if the act or omission would have the effect of
transferring effective control of,
their applicable right, title and interest (legal or beneficial) in all or any part of
the Restricted Shares that relate to that Embargo Period.
Notwithstanding the above, if a partial or full offer is made under the Takeovers Code for
the ordinary shares in Tourism Holdings Limited during the Embargo Period, or a scheme of
arrangement with respect to the shares is proposed, then the shareholders set out in the
Schedule to this notice may sell, or agree or offer to sell, all or any of its Restricted Shares
to the offeror under that takeover offer or dispose of its Restricted Shares in the context of
the scheme of arrangement.

3
2. Escrow Deed with Alpine Bird Manufacturing Limited
Alpine Bird Manufacturing Limited and Tourism Holdings Limited entered into a sale and
purchase agreement for the purchase by Tourism Holdings Limited of all of the Interests
(as that term is defined in the Sale and Purchase Agreement) held by Alpine Bird
Manufacturing Limited in Action Manufacturing LP and Action Manufacturing Group GP
Limited (Sale and Purchase Agreement). Tourism Holdings Limited issued 3,260,870
shares to Alpine Bird Manufacturing Limited on the Completion Date (as that term is
defined in the Sale and Purchase Agreement) (the Shares). As required by the Sale and
Purchase Agreement, Tourism Holdings Limited and Alpine Bird Manufacturing Limited
entered into an Escrow Deed dated 15 March 2021 (Escrow Deed).
The Escrow Deed provides that Alpine Bird Manufacturing Limited:
• Agrees and undertakes that it will retain the legal and beneficial ownership of 25%
of the Shares (being 815,218) (Restricted Shares) for 24 months from the
Completion Date (as that term is defined in the Sale and Purchase Agreement)
(Embargo Periods).
• Unconditionally and irrevocably agrees and undertakes that, except with the prior
written consent of Tourism Holdings Limited (which Tourism Holdings Limited may
withhold in its absolute discretion), during the Embargo Period it will not:
(a) sell, grant an option over, assign, transfer by way of security or otherwise
dispose of, or offer for sale or agree to sell, grant an option over, assign,
transfer by way of security or otherwise dispose of, directly or indirectly;
or
(b) do, or omit to do, any act if the act or omission would have the effect of
transferring effective control of,
the rights, title and interest (legal and beneficial) in all or any part of the
Restricted Shares that relate to that Embargo Period.
Notwithstanding the above, if a partial or full offer is made under the Takeovers Code for
the ordinary shares in Tourism Holdings Limited during the Embargo Period, or a scheme of
arrangement with respect to the Shares is proposed, then Alpine Bird Manufacturing
Limited may sell, or agree or offer to sell, all or any of its Restricted Shares to the offeror
under that takeover offer or dispose of its Restricted Shares in the context of the scheme
of arrangement.

Additional information
Address(es) of substantial product holder(s): Level 1, 83 Beach Road, Auckland 2014, New
Zealand
Contact details: Amir Ansari
Ph: +64 21 163 8053
Email: Amir.Ansari@thlonline.com

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

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products to which this disclosure relates: Barmil Enterprises Pty Ltd (as trustee for the Lurk
Investment Trust), Luke Trouchet and Karl Trouchet.
Certification
I, Amir Ansari, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

5
Schedule
Number of escrowed shares as a result of the Scheme of Arrangement
Name of Shareholder Beneficial Owners
Number of
escrowed shares
Barmil Enterprises Pty Ltd (as trustee
for the Lurk Investment Trust)
Luke Trouchet and Karl Trouchet 27,499,895
Eastglo Pty Ltd as trustee for the
Trouchet Super Fund
Luke Trouchet, Karl Trouchet, Carol
Trouchet and Walter Trouchet
188,946
KRLG Pty Ltd as trustee for the KL
Trust
Luke Trouchet and Karl Trouchet 175,180

Escrow Deed
in relation to shares in Tourism Holdings Limited



Barmil Enterprises Pty Ltd (as trustee for the Lurk Investment Trust)
(Shareholder)

Luke Trouchet and Karl Trouchet (Beneficial Owners)

Tourism Holdings Limited (THL)


Escrow Deed
MinterEllisonRuddWatts | Page 2
900778555
Escrow Deed
Details 3
Agreed terms 4
1.Retain Ownership4
2.
P
rohibition on disposal or transfer of shareholding4
3.
P
ermitted sale4
3.1 Offer under Takeovers Code and Schemes of Arrangements 4
4.
S
hare register matters4
4.1 Direction to share registrar 4
4.2 Notice to registrar of release from restrictions 4
4.3 Removal of restrictions 5
5.
S
hareholder acknowledgement5
6.
G
eneral5
6.1 Alterations to Deed 5
6.2 Waiver of restrictions 5
6.3 Counterparts 5
6.4 Termination if not listed 5
6.5 Specific Performance 5
6.6 Notices 5
6.7 Form of notice to share registrar 5
6.8 Governing law and jurisdiction 6
Signing page 7

Escrow Deed
MinterEllisonRuddWatts | Page 3
900778555
Details
Date
Parties
Name Barmil Enterprises Pty Ltd (as trustee for the Lurk Investment Trust)
Short form name Shareholder
Notice details Address: 698 Nudgee Road, Northgate, Queensland 4013, Australia
Email: luke@apollocamper.com.au / karl@apollocamper.com.au
Attention: Luke Trouchet/Karl Trouchet
Name Luke Trouchet and Karl Trouchet
Short form name Beneficial Owners
Notice details Address: 698 Nudgee Road, Northgate, Queensland 4013, Australia
Email: luke@apollocamper.com.au / karl@apollocamper.com.au
Name Tourism Holdings Limited
Short form name thl
Notice details Address: Level 1, 83 Beach Road, Auckland 2014, New Zealand
Email: Grant.Webster@thlonline.com / Amir.Ansari@thlonline.com
Attention: Grant Webster and Amir Ansari
Background
A Apollo Tourism & Leisure Limited (ATL), THL Group (Australia) Pty. Ltd (thl Acquirer) and thl
have entered into a scheme implementation deed dated 10 December 2021 under which it is
proposed that thl Acquirer will acquire all of the ATL Shares from the Scheme Shareholders
through the implementation of a scheme of arrangement (Scheme Implementation Deed).
Terms used in this Deed but not defined will have the meaning set out in the Scheme
Implementation Deed.
B The Scheme Implementation Deed is conditional on the entry by the Trouchet Shareholders into
arrangements with thl on terms and conditions acceptable to thl and ATL (acting reasonably)
documented in a deed under which:
(i)90% of the thl Consideration Shares received by them will be escrowed for 12 months
after the Implementation Date;
and
(
ii)50% of the thl Consideration Shares received by them on implementation of the Sc
heme
w
ill be escrowed for 24 months after the Implementation Date.
C Under the terms of the Scheme, the Shareholder will be issued 30,555,439 thl Consideration
Shares (Shares) on the Implementation Date.
D The Shareholder and the Beneficial Owners have therefore agreed to enter into this Deed to give
effect to the above escrow arrangements.
17 November 2022

Escrow Deed
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900778555
Agreed terms
1. Retain Ownership
The Shareholder and the Beneficial Owners agree and undertake, subject to clause 3, that they
will retain the legal and beneficial ownership, as applicable, of:
(a) 90% of the Shares for 12 months from the Implementation Date; and
(b) 50% of the Shares for 24 months from the Implementation Date,
with the Shares described in each of (a) and (b) above being the “Restricted Shares” for the
purposes of this Deed, and the period of time referred to in each of (a) and (b) above being the
“Embargo Periods” for the purposes of this Deed. For the avoidance of doubt, nothing in this
Deed applies to any Shares held by the Shareholder or the Beneficial Owners other than the
Restricted Shares.
2. Prohibition on disposal or transfer of shareholding
The Shareholder and the Beneficial Owners each unconditionally and irrevocably agree and
undertake, subject to clause 3, that, except with the prior written consent of thl (which thl may
withhold in its absolute discretion), during the Embargo Period it will not:
(a) sell, grant an option over, assign, transfer by way of security or otherwise dispose of, or
offer for sale or agree to sell, grant an option over, assign, transfer by way of security or
otherwise dispose of, directly or indirectly; or
(b) do, or omit to do, any act if the act or omission would have the effect of transferring
effective control of,
their applicable right, title and interest (legal or beneficial) in all or any part of the Restricted
Shares that relate to that Embargo Period. If at any time during the relevant Embargo Periods the
Shares are sub-divided or consolidated then the provisions of this Deed shall continue to apply in
respect of the Restricted Shares as sub-divided or consolidated (and all references to “Restricted
Shares” in this Deed shall be read accordingly). The rights of the Shareholder to deal with its
Restricted Shares are also subject to the Financial Markets Conduct Act 2013.
3. Permitted sale
3.1 Offer under Takeovers Code and Schemes of Arrangements
Notwithstanding clauses 1 and 2, if a partial or full offer is made under the Takeovers Code (being
the Takeovers Code set out in the schedule to the Takeovers Code Approval Order 2000) for the
ordinary shares in thl during the Embargo Period, or a scheme of arrangement with respect to the
Shares is proposed, then the Shareholder may sell, or agree or offer to sell, all or any of its
Restricted Shares to the offeror under that takeover offer or dispose of its Restricted Shares in the
context of the scheme of arrangement.
4. Share register matters
4.1 Direction to share registrar
To give effect to clauses 1 and 2 of this Deed, the Shareholder will, if requested by thl by notice in
writing, sign and deliver to thl’s share registrar a direction in respect of its Restricted Shares, in
favour of thl, requesting that thl’s share registrar tag the Restricted Shares in its system as being
unavailable for transfer in accordance with clause 1 of this Deed but subject to the transfers and
other actions in respect of the Restricted Shares permitted pursuant to clause 3 of this Deed
(Tag).
4.2 Notice to registrar of release from restrictions
If the Restricted Shares (or any part of it), in respect of which a direction has been given under
clause 4.1, is to be released from the restrictions in accordance with clause 3 of this Deed, the
Shareholder may, by notice in writing to thl, request that thl instruct its share registrar to remove
or amend the Tag attaching to the Restricted Shares (or any part of it) and to release the same
from the restrictions on transfer to the extent permitted under clause 3.

Escrow Deed
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900778555
4.3 Removal of restrictions
Following receipt of a notice referred to in clause 4.2, thl shall procure that its share registrar
immediately remove or amend the Tag attaching to the relevant Restricted Shares and release
the same from the restrictions on transfer to the extent permitted under clause 3.
5. Shareholder acknowledgement
The Shareholder acknowledges and agrees that if it wishes to sell any or all of its Shares
following the expiry of the relevant Embargo Period it will do so in a manner which:
(a) complies with New Zealand securities law (including the Financial Markets Conduct Act
2013) and the securities law of any other applicable jurisdiction; and
(b) will not result in thl incurring any liability whatsoever.
6. General
6.1 Alterations to Deed
No waiver, modification or alteration of, or addition to, any of the provisions of this Deed shall be
made unless agreed by the Shareholder, the Beneficial Owners and thl in writing.
6.2 Waiver of restrictions
Any discretion of thl under this Deed to lift or waiver the restrictions under clauses 1 or 2 of this
Deed shall only be exercised with the consent of the non-interested directors of thl. For the
purposes of this clause, ‘interested’ has the meaning given to that term in the Companies Act
1993.
6.3 Counterparts
This Deed may be executed in two or more counterparts (including scanned email copies) each of
which shall be deemed an original, but all of which together shall constitute the same instrument.
6.4 Termination if not listed
This Deed will terminate and be of no further force or effect if thl ceases (otherwise than by way
of suspension) to be listed on the NZX Main Board.
6.5 Specific Performance
The Shareholder agrees that damages alone would be an inadequate remedy for breach of its
obligations under this Deed and the appropriate remedies for such a breach will include orders for
specific performance, injunctive relief, any other equitable relief and/or damages.
6.6 Notices
Any notice or other communication given under this Deed to a party shall be in writing and
addressed to that party at the address or email address from time to time notified by that party in
writing to the other parties and may be sent by personal delivery, post or email.
Until any other address or email address of a party is notified, the parties’ contact details shall be
as set out under the heading ‘Details’.
6.7 Form of notice to share registrar
Any notice from thl to its share registrar in accordance with clause 4 shall contain the following
information:
(a) “Certain shares in Tourism Holdings Limited held by Barmil Enterprises Pty Ltd are tagged
as unavailable for transfer pursuant to an Escrow Deed dated [ ] between Tourism
Holdings Limited and Barmil Enterprises Pty Ltd. In accordance with that Escrow Deed,
Tourism Holdings Limited hereby directs Tourism Holdings Limited’s share registrar to
immediately revoke the tag attaching to [specify number of shares] of such shares held
by Barmil Enterprises Pty Ltd and to release those shares from any restrictions on
transfer”;
(b) set out the reasons for the release from the restrictions in clauses 1 and 2 of this Deed;
and

Escrow Deed
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900778555
(c)be accompanied by confirmation from thl that the shares referred to have been released
from the transfer restrictions.
6.8 Governing law and jurisdiction
This Deed is governed by the law of New Zealand and each party irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of New Zealand.

Escrow Deed
MinterEllisonRuddWatts | Page 7
900778555
Signing page
EXECUTED as a Deed
TOURISM HOLDINGS LIMITED by:
Signature of director
Name of director
Signature of director
Name of director
BARMIL ENTERPRISES PTY LTD (AS TRUSTEE
OF THE LURK INVESTMENT TRUST by:
Signature of director
Name of director
Signature of director
Name of director
SIGNED by LUKE TROUCHET
Signature of Luke Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
Luke Trouchet
Karl Trouchet
Tennille Carrier
Company Secretary
Taigum

Escrow Deed
MinterEllisonRuddWatts | Page 8
900778555
SIGNED by KARL TROUCHET
Signature of Karl Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
Tennille Carrier
Company Sec
retary
Taigum

Escrow Deed
in relation to shares in Tourism Holdings Limited



Eastglo Pty Ltd (as trustee for the Trouchet Super Fund) (Shareholder)

Luke Trouchet, Karl Trouchet, Carol Trouchet and Walter Trouchet (Beneficial
Owners)

Tourism Holdings Limited (THL)


Escrow Deed
MinterEllisonRuddWatts | Page 2
900778725
Escrow Deed
Details 3
Agreed terms 4
1.Retain Ownership4
2.
P
rohibition on disposal or transfer of shareholding4
3.
P
ermitted sale4
3.1 Offer under Takeovers Code and Schemes of Arrangements 4
4.
S
hare register matters4
4.1 Direction to share registrar 4
4.2 Notice to registrar of release from restrictions 4
4.3 Removal of restrictions 5
5.
S
hareholder acknowledgement5
6.
G
eneral5
6.1 Alterations to Deed 5
6.2 Waiver of restrictions 5
6.3 Counterparts 5
6.4 Termination if not listed 5
6.5 Specific Performance 5
6.6 Notices 5
6.7 Form of notice to share registrar 5
6.8 Governing law and jurisdiction 6
Signing page 7

Escrow Deed
MinterEllisonRuddWatts | Page 3
900778725
Details
Date
Parties
Name Eastglo Pty Ltd as trustee for the Trouchet Super Fund
Short form name Shareholder
Notice details Address: 698 Nudgee Road, Northgate, Queensland 4013, Australia
Email: luke@apollocamper.com.au / karl@apollocamper.com.au
Attention: Luke Trouchet
Name Luke Trouchet, Karl Trouchet, Carol Trouchet and Walter Trouchet
Short form name Beneficial Owners
Notice details Address: 698 Nudgee Road, Northgate, Queensland 4013, Australia
Email: luke@apollocamper.com.au / karl@apollocamper.com.au
Name Tourism Holdings Limited
Short form name thl
Notice details Address: Level 1, 83 Beach Road, Auckland 2014, New Zealand
Email: Grant.Webster@thlonline.com / Amir.Ansari@thlonline.com
Attention: Grant Webster and Amir Ansari
Background
A Apollo Tourism & Leisure Limited (ATL), THL Group (Australia) Pty. Ltd (thl Acquirer) and thl
have entered into a scheme implementation deed dated 10 December 2021 under which it is
proposed that thl Acquirer will acquire all of the ATL Shares from the Scheme Shareholders
through the implementation of a scheme of arrangement (Scheme Implementation Deed).
Terms used in this Deed but not defined will have the meaning set out in the Scheme
Implementation Deed.
B The Scheme Implementation Deed is conditional on the entry by the Trouchet Shareholders into
arrangements with thl on terms and conditions acceptable to thl and ATL (acting reasonably)
documented in a deed under which:
(i)90% of the thl Consideration Shares received by them will be escrowed for 12 months
after the Implementation Date;
and
(
ii)50% of the thl Consideration Shares received by them on implementation of the Sc
heme
w
ill be escrowed for 24 months after the Implementation Date.
C Under the terms of the Scheme, the Shareholder will be issued 209,940 thl Consideration Shares
(Shares) on the Implementation Date.
D The Shareholder and the Beneficial Owners have therefore agreed to enter into this Deed to give
effect to the above escrow arrangements.
17 November 2022

Escrow Deed
MinterEllisonRuddWatts | Page 4
900778725
Agreed terms
1. Retain Ownership
The Shareholder and the Beneficial Owners agree and undertake, subject to clause 3, that they
will retain the legal and beneficial ownership, as applicable, of:
(a) 90% of the Shares for 12 months from the Implementation Date; and
(b) 50% of the Shares for 24 months from the Implementation Date,
with the Shares described in each of (a) and (b) above being the “Restricted Shares” for the
purposes of this Deed, and the period of time referred to in each of (a) and (b) above being the
“Embargo Periods” for the purposes of this Deed. For the avoidance of doubt, nothing in this
Deed applies to any Shares held by the Shareholder or the Beneficial Owners other than the
Restricted Shares.
2. Prohibition on disposal or transfer of shareholding
The Shareholder and the Beneficial Owners each unconditionally and irrevocably agree and
undertake, subject to clause 3, that, except with the prior written consent of thl (which thl may
withhold in its absolute discretion), during the Embargo Period it will not:
(a) sell, grant an option over, assign, transfer by way of security or otherwise dispose of, or
offer for sale or agree to sell, grant an option over, assign, transfer by way of security or
otherwise dispose of, directly or indirectly; or
(b) do, or omit to do, any act if the act or omission would have the effect of transferring
effective control of,
their applicable right, title and interest (legal or beneficial) in all or any part of the Restricted
Shares that relate to that Embargo Period. If at any time during the relevant Embargo Periods the
Shares are sub-divided or consolidated then the provisions of this Deed shall continue to apply in
respect of the Restricted Shares as sub-divided or consolidated (and all references to “Restricted
Shares” in this Deed shall be read accordingly). The rights of the Shareholder to deal with its
Restricted Shares are also subject to the Financial Markets Conduct Act 2013.
3. Permitted sale
3.1 Offer under Takeovers Code and Schemes of Arrangements
Notwithstanding clauses 1 and 2, if a partial or full offer is made under the Takeovers Code (being
the Takeovers Code set out in the schedule to the Takeovers Code Approval Order 2000) for the
ordinary shares in thl during the Embargo Period, or a scheme of arrangement with respect to the
Shares is proposed, then the Shareholder may sell, or agree or offer to sell, all or any of its
Restricted Shares to the offeror under that takeover offer or dispose of its Restricted Shares in the
context of the scheme of arrangement.
4. Share register matters
4.1 Direction to share registrar
To give effect to clauses 1 and 2 of this Deed, the Shareholder will, if requested by thl by notice in
writing, sign and deliver to thl’s share registrar a direction in respect of its Restricted Shares, in
favour of thl, requesting that thl’s share registrar tag the Restricted Shares in its system as being
unavailable for transfer in accordance with clause 1 of this Deed but subject to the transfers and
other actions in respect of the Restricted Shares permitted pursuant to clause 3 of this Deed
(Tag).
4.2 Notice to registrar of release from restrictions
If the Restricted Shares (or any part of it), in respect of which a direction has been given under
clause 4.1, is to be released from the restrictions in accordance with clause 3 of this Deed, the
Shareholder may, by notice in writing to thl, request that thl instruct its share registrar to remove
or amend the Tag attaching to the Restricted Shares (or any part of it) and to release the same
from the restrictions on transfer to the extent permitted under clause 3.

Escrow Deed
MinterEllisonRuddWatts | Page 5
900778725
4.3 Removal of restrictions
Following receipt of a notice referred to in clause 4.2, thl shall procure that its share registrar
immediately remove or amend the Tag attaching to the relevant Restricted Shares and release
the same from the restrictions on transfer to the extent permitted under clause 3.
5. Shareholder acknowledgement
The Shareholder acknowledges and agrees that if it wishes to sell any or all of its Shares
following the expiry of the relevant Embargo Period it will do so in a manner which:
(a) complies with New Zealand securities law (including the Financial Markets Conduct Act
2013) and the securities law of any other applicable jurisdiction; and
(b) will not result in thl incurring any liability whatsoever.
6. General
6.1 Alterations to Deed
No waiver, modification or alteration of, or addition to, any of the provisions of this Deed shall be
made unless agreed by the Shareholder, the Beneficial Owners and thl in writing.
6.2 Waiver of restrictions
Any discretion of thl under this Deed to lift or waiver the restrictions under clauses 1 or 2 of this
Deed shall only be exercised with the consent of the non-interested directors of thl. For the
purposes of this clause, ‘interested’ has the meaning given to that term in the Companies Act
1993.
6.3 Counterparts
This Deed may be executed in two or more counterparts (including scanned email copies) each of
which shall be deemed an original, but all of which together shall constitute the same instrument.
6.4 Termination if not listed
This Deed will terminate and be of no further force or effect if thl ceases (otherwise than by way
of suspension) to be listed on the NZX Main Board.
6.5 Specific Performance
The Shareholder agrees that damages alone would be an inadequate remedy for breach of its
obligations under this Deed and the appropriate remedies for such a breach will include orders for
specific performance, injunctive relief, any other equitable relief and/or damages.
6.6 Notices
Any notice or other communication given under this Deed to a party shall be in writing and
addressed to that party at the address or email address from time to time notified by that party in
writing to the other parties and may be sent by personal delivery, post or email.
Until any other address or email address of a party is notified, the parties’ contact details shall be
as set out under the heading ‘Details’.
6.7 Form of notice to share registrar
Any notice from thl to its share registrar in accordance with clause 4 shall contain the following
information:
(a) “Certain shares in Tourism Holdings Limited held by Eastglo Pty Ltd are tagged as
unavailable for transfer pursuant to an Escrow Deed dated [ ] between Tourism
Holdings Limited and Eastglo Pty Ltd. In accordance with that Escrow Deed, Tourism
Holdings Limited hereby directs Tourism Holdings Limited’s share registrar to immediately
revoke the tag attaching to [specify number of shares] of such shares held by Eastglo
Pty Ltd and to release those shares from any restrictions on transfer”;
(b) set out the reasons for the release from the restrictions in clauses 1 and 2 of this Deed;
and

Escrow Deed
MinterEllisonRuddWatts | Page 6
900778725
(c) be accompanied by confirmation from thl that the shares referred to have been released
from the transfer restrictions.
6.8 Governing law and jurisdiction
This Deed is governed by the law of New Zealand and each party irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of New Zealand.

Escrow Deed
MinterEllisonRuddWatts | Page 7
900778725
Signing page
EXECUTED as a Deed
TOURISM HOLDINGS LIMITED by:
Signature of director
Name of director
Signature of director
Name of director
EASTGLO PTY LTD (AS TRUSTEE FOR THE
TROUCHET SUPER FUND) by:
Signature of director
Name of director
Signature of director
Name of director
SIGNED by LUKE TROUCHET
Signature of Luke Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
Luke Trouchet
K
arl Trouchet
Tennille Carrier
Company Sec
retary
Taigum

Escrow Deed
MinterEllisonRuddWatts | Page 8
900778725
SIGNED by KARL TROUCHET
Signature of Karl Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
SIGNED by CAROL TROUCHET
Signature of Carol Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
Tennille Carrier
Company Sec
retary
Taigum
Tennille Carrier
Company Sec
retary
Taigum

Escrow Deed
MinterEllisonRuddWatts | Page 9
900778725
SIGNED by WALTER TROUCHET
Signature of Walter Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
Tennille Carrier
Company Secretary
Taigum

Escrow Deed
in relation to shares in Tourism Holdings Limited



KRLG Pty Ltd (as trustee for the KL Trust) (Shareholder)

Luke Trouchet and Karl Trouchet (Beneficial Owners)

Tourism Holdings Limited (THL)


Escrow Deed
MinterEllisonRuddWatts | Page 2
900778949
Escrow Deed


Details 3
Agreed terms 4
1. Retain Ownership 4
2. Prohibition on disposal or transfer of shareholding 4
3. Permitted sale 4
3.1 Offer under Takeovers Code and Schemes of Arrangements 4
4. Share register matters 4
4.1 Direction to share registrar 4
4.2 Notice to registrar of release from restrictions 4
4.3 Removal of restrictions 5
5. Shareholder acknowledgement 5
6. General 5
6.1 Alterations to Deed 5
6.2 Waiver of restrictions 5
6.3 Counterparts 5
6.4 Termination if not listed 5
6.5 Specific Performance 5
6.6 Notices 5
6.7 Form of notice to share registrar 5
6.8 Governing law and jurisdiction 6
Signing page 7

Escrow Deed
MinterEllisonRuddWatts | Page 3
900778949
Details
Date
Parties
Name KRLG Pty Ltd as trustee for the KL Trust
Short form name Shareholder
Notice details Address: 698 Nudgee Road, Northgate, Queensland 4013, Australia
Email: luke@apollocamper.com.au / karl@apollocamper.com.au
Attention: Luke Trouchet and Karl Trouchet
Name Luke Trouchet and Karl Trouchet
Short form name Beneficial Owners
Notice details Address: 698 Nudgee Road, Northgate, Queensland 4013, Australia
Email: luke@apollocamper.com.au / karl@apollocamper.com.au
Name Tourism Holdings Limited
Short form name thl
Notice details Address: Level 1, 83 Beach Road, Auckland 2014, New Zealand
Email: Grant.Webster@thlonline.com / Amir.Ansari@thlonline.com
Attention: Grant Webster and Amir Ansari
Background
A Apollo Tourism & Leisure Limited (ATL), THL Group (Australia) Pty. Ltd (thl Acquirer) and thl
have entered into a scheme implementation deed dated 10 December 2021 under which it is
proposed that thl Acquirer will acquire all of the ATL Shares from the Scheme Shareholders
through the implementation of a scheme of arrangement (Scheme Implementation Deed).
Terms used in this Deed but not defined will have the meaning set out in the Scheme
Implementation Deed.
B The Scheme Implementation Deed is conditional on the entry by the Trouchet Shareholders into
arrangements with thl on terms and conditions acceptable to thl and ATL (acting reasonably)
documented in a deed under which:
(i)90% of the thl Consideration Shares received by them will be escrowed for 12 months
after the Implementation Date;
and
(
ii)50% of the thl Consideration Shares received by them on implementation of the Sc
heme
w
ill be escrowed for 24 months after the Implementation Date.
C Under the terms of the Scheme, the Shareholder will be issued 194,644 thl Consideration Shares
(Shares) on the Implementation Date.
D The Shareholder and the Beneficial Owners have therefore agreed to enter into this Deed to give
effect to the above escrow arrangements.
17 November 2022

Escrow Deed
MinterEllisonRuddWatts | Page 4
900778949
Agreed terms
1. Retain Ownership
The Shareholder and the Beneficial Owners agree and undertake, subject to clause 3, that they
will retain the legal and beneficial ownership, as applicable, of:
(a) 90% of the Shares for 12 months from the Implementation Date; and
(b) 50% of the Shares for 24 months from the Implementation Date,
with the Shares described in each of (a) and (b) above being the “Restricted Shares” for the
purposes of this Deed, and the period of time referred to in each of (a) and (b) above being the
“Embargo Periods” for the purposes of this Deed. For the avoidance of doubt, nothing in this
Deed applies to any Shares held by the Shareholder or the Beneficial Owners other than the
Restricted Shares.
2. Prohibition on disposal or transfer of shareholding
The Shareholder and the Beneficial Owners each unconditionally and irrevocably agree and
undertake, subject to clause 3, that, except with the prior written consent of thl (which thl may
withhold in its absolute discretion), during the Embargo Period it will not:
(a) sell, grant an option over, assign, transfer by way of security or otherwise dispose of, or
offer for sale or agree to sell, grant an option over, assign, transfer by way of security or
otherwise dispose of, directly or indirectly; or
(b) do, or omit to do, any act if the act or omission would have the effect of transferring
effective control of,
their applicable right, title and interest (legal or beneficial) in all or any part of the Restricted
Shares that relate to that Embargo Period. If at any time during the relevant Embargo Periods the
Shares are sub-divided or consolidated then the provisions of this Deed shall continue to apply in
respect of the Restricted Shares as sub-divided or consolidated (and all references to “Restricted
Shares” in this Deed shall be read accordingly). The rights of the Shareholder to deal with its
Restricted Shares are also subject to the Financial Markets Conduct Act 2013.
3. Permitted sale
3.1 Offer under Takeovers Code and Schemes of Arrangements
Notwithstanding clauses 1 and 2, if a partial or full offer is made under the Takeovers Code (being
the Takeovers Code set out in the schedule to the Takeovers Code Approval Order 2000) for the
ordinary shares in thl during the Embargo Period, or a scheme of arrangement with respect to the
Shares is proposed, then the Shareholder may sell, or agree or offer to sell, all or any of its
Restricted Shares to the offeror under that takeover offer or dispose of its Restricted Shares in the
context of the scheme of arrangement.
4. Share register matters
4.1 Direction to share registrar
To give effect to clauses 1 and 2 of this Deed, the Shareholder will, if requested by thl by notice in
writing, sign and deliver to thl’s share registrar a direction in respect of its Restricted Shares, in
favour of thl, requesting that thl’s share registrar tag the Restricted Shares in its system as being
unavailable for transfer in accordance with clause 1 of this Deed but subject to the transfers and
other actions in respect of the Restricted Shares permitted pursuant to clause 3 of this Deed
(Tag).
4.2 Notice to registrar of release from restrictions
If the Restricted Shares (or any part of it), in respect of which a direction has been given under
clause 4.1, is to be released from the restrictions in accordance with clause 3 of this Deed, the
Shareholder may, by notice in writing to thl, request that thl instruct its share registrar to remove
or amend the Tag attaching to the Restricted Shares (or any part of it) and to release the same
from the restrictions on transfer to the extent permitted under clause 3.

Escrow Deed
MinterEllisonRuddWatts | Page 5
900778949
4.3 Removal of restrictions
Following receipt of a notice referred to in clause 4.2, thl shall procure that its share registrar
immediately remove or amend the Tag attaching to the relevant Restricted Shares and release
the same from the restrictions on transfer to the extent permitted under clause 3.
5. Shareholder acknowledgement
The Shareholder acknowledges and agrees that if it wishes to sell any or all of its Shares
following the expiry of the relevant Embargo Period it will do so in a manner which:
(a) complies with New Zealand securities law (including the Financial Markets Conduct Act
2013) and the securities law of any other applicable jurisdiction; and
(b) will not result in thl incurring any liability whatsoever.
6. General
6.1 Alterations to Deed
No waiver, modification or alteration of, or addition to, any of the provisions of this Deed shall be
made unless agreed by the Shareholder, the Beneficial Owners and thl in writing.
6.2 Waiver of restrictions
Any discretion of thl under this Deed to lift or waiver the restrictions under clauses 1 or 2 of this
Deed shall only be exercised with the consent of the non-interested directors of thl. For the
purposes of this clause, ‘interested’ has the meaning given to that term in the Companies Act
1993.
6.3 Counterparts
This Deed may be executed in two or more counterparts (including scanned email copies) each of
which shall be deemed an original, but all of which together shall constitute the same instrument.
6.4 Termination if not listed
This Deed will terminate and be of no further force or effect if thl ceases (otherwise than by way
of suspension) to be listed on the NZX Main Board.
6.5 Specific Performance
The Shareholder agrees that damages alone would be an inadequate remedy for breach of its
obligations under this Deed and the appropriate remedies for such a breach will include orders for
specific performance, injunctive relief, any other equitable relief and/or damages.
6.6 Notices
Any notice or other communication given under this Deed to a party shall be in writing and
addressed to that party at the address or email address from time to time notified by that party in
writing to the other parties and may be sent by personal delivery, post or email.
Until any other address or email address of a party is notified, the parties’ contact details shall be
as set out under the heading ‘Details’.
6.7 Form of notice to share registrar
Any notice from thl to its share registrar in accordance with clause 4 shall contain the following
information:
(a) “Certain shares in Tourism Holdings Limited held by KRLG Pty Ltd are tagged as
unavailable for transfer pursuant to an Escrow Deed dated [ ] between Tourism Holdings
Limited and KRLG Pty Ltd. In accordance with that Escrow Deed, Tourism Holdings
Limited hereby directs Tourism Holdings Limited’s share registrar to immediately revoke
the tag attaching to [specify number of shares] of such shares held by KRLG Pty Ltd
and to release those shares from any restrictions on transfer”;
(b) set out the reasons for the release from the restrictions in clauses 1 and 2 of this Deed;
and

Escrow Deed
MinterEllisonRuddWatts | Page 6
900778949
(c) be accompanied by confirmation from thl that the shares referred to have been released
from the transfer restrictions.
6.8 Governing law and jurisdiction
This Deed is governed by the law of New Zealand and each party irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of New Zealand.

Escrow Deed
MinterEllisonRuddWatts | Page 7
900778949
Signing page
EXECUTED as a Deed
TOURISM HOLDINGS LIMITED by:
Signature of director
Name of director
Signature of director
Name of director
KRLG PTY LTD (AS TRUSTEE FOR THE
KL TRUST) by:
Signature of director
Name of director
Signature of director
Name of director
SIGNED by LUKE TROUCHET
Signature of Luke Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
Luke Trouchet
Karl Trouchet
Tennille Carrier
Company Sec
retary
Taigum

Escrow Deed
MinterEllisonRuddWatts | Page 8
900778949
SIGNED by KARL TROUCHET
Signature of Karl Trouchet
Signature of witness
Name of witness
Occupation of witness
City/town of residence
Tennille Carrier
Company Secretary
Taigum

Escrow

Deed
in

relation

to

relating

to

shares

in

Tourism

Holdings

Limited
Alpine

Bird

Manufacturing

Limited

(Shareholder)

Tourism

Holdings

Limited

(THL)
MinterEllisonRuddWatts

Escrow

Deed
Details
3
Agreed

terms
Retain

Ownership
2.

Prohibition

on

disposal

or

transfer

of

shareholding
3.

Permitted

sale
3.1

Offer

under

Takeovers

Code

and

Schemes

of

Arrangements
4.

Share

register

matters
4.1

Direction

to

share

registrar
4.2

Notice

to

registrar

of

release

from

restrictions
4.3

Removal

of

restrictions
5.

Shareholder

acknowledgement
6.

General
6.1

Alterations

to

Deed
6.2

Counterparts
6.3

Termination

if

not

listed
6.4

Specific

Performance
6.5

Notices
6.6

Form

of

notice

to

share

registrar
6.7

Governing

law

and

jurisdiction
Signing

page
4
1.
4
4
4
4
4
4
4
5
5
5
5
5
5
5
5
5
6
7
Escrow

Deed
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|

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23345679

3
Page

2

Details
1
5
Date
Parties
Alpine

Bird

Manufacturing

Limited

Shareholder
Address:

7

Sidmouth

Street,

Mairangi

Bay,

Auckland

0630,

New

Zealand

Email:

Grant.Bradv@ActionManufacturing.
co.
nz

Attention:

Grant

Philip

Brady
Name
Short

form

name

Notice

details
Tourism

Holdings

Limited

THL
Address:

Level

1,

83

Beach

Road,

Auckland

2014,

New

Zealand

Email:

Grant.Webster@thlonllne.com

/

Amir.Ansari@thlonline.com

Attention:

Grant

Webster

and

Amir

Ansari
Name
Short

form

name

Notice

details
Background
The

Shareholder

and

THL

have

entered

Into

a

sale

and

purchase

agreement

for

the

purchase

by

THL

of

all

of

the

Interests

(as

that

term

Is

defined

In

the

Sale

and

Purchase

Agreement)

held

by

the

Shareholder

in

Action

Manufacturing

LP

and

Action

Manufacturing

Group

GP

Limited

(Sale

and

Purchase

Agreement).
THL

will

issue

3,260,870

shares

to

the

Shareholder

on

the

Completion

Date

(as

that

term

is

defined

in

the

Sale

and

Purchase

Agreement)

(the

Shares).
The

Shareholder

has

agreed

that,

except

as

expressly

permitted

under

this

Deed,

it

will

retain

the

legal

and

beneficial

ownership

of:
100%

of

Its

Shares

for

three

months

from

the

Completion

Date

(as

that

term

Is

defined

in

the

Sale

and

Purchase

Agreement);
50%

of

its

Shares

for

12

months

from

the

Completion

Date

(as

that

term

is

defined

in

the

Sale

and

Purchase

Agreement);

and
25%

of

Its

Shares

for

24

months

from

the

Completion

Date

(as

that

term

is

defined

in

the

Sale

and

Purchase

Agreement.
A
B
C
(0
(ii)
(iii)
Escrow

Deed
MinterEllisonRuddWatts

|

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3
Page

3

Agreed

terms
1.

Retain

Ownership
The

Shareholder

agrees

and

undertakes,

subject

to

clause

3,

that

it

will

retain

the

legal

and

beneficial

ownership

of:
(a)

100%

of

the

Shares

for

three

months

from

the

Completion

Date

(as

that

term

is

defined

in

the

Sale

and

Purchase

Agreement);
(b)

50%

of

the

Shares

for

12

months

from

the

Completion

Date

(as

that

term

is

defined

in

the

Sale

and

Purchase

Agreement);

and
(c)

25%

of

the

Shares

for

24

months

from

the

Completion

Date

(as

that

term

is

defined

in

the

Sale

and

Purchase

Agreement.
with

the

Shares

described

in

each

of

(a)

to

(c)

above

being

the

"Restricted

Shares
”

for

the

purposes

of

this

Deed,

and

the

period

of

time

referred

to

in

each

of

(a)

to

(c)

above

being

the

"Embargo

Periods
”

for

the

purposes

of

this

Deed.

For

the

avoidance

of

doubt,

nothing

in

this

Deed

applies

to

any

Shares

held

by

the

Shareholder

other

than

the

Restricted

Shares.
2.

Prohibition

on

disposal

or

transfer

of

shareholding
The

Shareholder

unconditionally

and

irrevocably

agrees

and

undertakes,

subject

to

clause

3,

that,

except

with

the

prior

written

consent

of

THL

(which

THL

may

withhold

in

its

absolute

discretion),

during

the

Embargo

Period

it

will

not:
(a)

sell,

grant

an

option

over,

assign,

transfer

by

way

of

security

or

otherwise

dispose

of,

or

offer

for

sale

or

agree

to

sell,

grant

an

option

over,

assign,

transfer

by

way

of

security

or

otherwise

dispose

of,

directly

or

indirectly;

or
(b)

do,

or

omit

to

do,

any

act

if

the

act

or

omission

would

have

the

effect

of

transferring

effective

control

of,
the

rights,

title

and

Interest

(legal

and

beneficial)

in

ail

or

any

part

of

the

Restricted

Shares

that

relate

to

that

Embargo

Period.

If

at

any

time

during

the

relevant

Embargo

Periods

the

Shares

are

sub-divided

or

consolidated

then

the

provisions

of

this

Deed

shall

continue

to

apply

in

respect

of

the

Restricted

Shares

as

sub-divided

or

consolidated

(and

all

references

to

“
Restricted

Shares
”

in

this

Deed

shall

be

read

accordingly).

The

rights

of

the

Shareholder

to

deal

with

its

Restricted

Shares

are

also

subject

to

the

Financial

Markets

Conduct

Act

2013.
3.

Permitted

sale
3.1

Offer

under

Takeovers

Code

and

Schemes

of

Arrangements
Notwithstanding

clauses

1

and

2,

if

a

partial

or

full

offer

is

made

under

the

Takeovers

Code

(being

the

Takeovers

Code

set

out

in

the

schedule

to

the

Takeovers

Code

Approval

Order

2000)

for

the

ordinary

shares

in

TFIL

during

the

Embargo

Period,

or

a

scheme

of

arrangement

with

respect

to

the

Shares

is

proposed,

then

the

Shareholder

may

sell,

or

agree

or

offer

to

sell,

all

or

any

of

its

Restricted

Shares

to

the

offeror

under

that

takeover

offer

or

dispose

of

its

Restricted

Shares

in

the

context

of

the

scheme

of

arrangement.
4.

Share

register

matters
4.1

Direction

to

share

registrar
To

give

effect

to

clauses

1

and

2

of

this

Deed,

the

Shareholder

will,

if

requested

by

THL

by

notice

in

writing,

sign

and

deliver

to

THL's

share

registrar

a

direction

in

respect

of

its

Restricted

Shares,

in

favour

of

THL,

requesting

that

THL
’
s

share

registrar

tag

the

Restricted

Shares

in

its

system

as

being

unavailable

for

transfer

in

accordance

with

clause

1

of

this

Deed

but

subject

to

the

transfers

and

other

actions

in

respect

of

the

Restricted

Shares

permitted

pursuant

to

clause

3

of

this

Deed

(Tag).
4.2

Notice

to

registrar

of

release

from

restrictions
If

the

Restricted

Shares

(or

any

part

of

it),

in

respect

of

which

a

direction

has

been

given

under

clause

4.1,

is

to

be

released

from

the

restrictions

in

accordance

with

clause

3

of

this

Deed,

the
Escrow

Deed
MinterEllisonRuddWatts

|

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201025554

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Page

4

Shareholder

may,

by

notice

in

writing

to

THL,

request

that

THL

instruct

its

share

registrar

to

remove

or

amend

the

Tag

attaching

to

the

Restricted

Shares

(or

any

part

of

it)

and

to

release

the

same

from

the

restrictions

on

transfer

to

the

extent

permitted

under

clause

3.
Removal

of

restrictions
Following

receipt

of

a

notice

referred

to

in

clause

4.2,

TFIL

shall

procure

that

its

share

registrar

immediately

remove

or

amend

the

Tag

attaching

to

the

relevant

Restricted

Shares

and

release

the

same

from

the

restrictions

on

transfer

to

the

extent

permitted

under

clause

3.
Shareholder

acknowledgement
The

Shareholder

acknowledges

and

agrees

that

if

it

wishes

to

sell

any

or

all

of

its

Shares

following

the

expiry

of

the

relevant

Embargo

Period

it

will

do

so

in

a

manner

which:
complies

with

New

Zealand

securities

law

(including

the

Financial

Markets

Conduct

Act

2013)

and

the

securities

law

of

any

other

applicable

jurisdiction;

and
will

not

result

in

TFIL

incurring

any

liability

whatsoever.
4.3
5.
(a)(b)General
6.6.1
Alterations

to

Deed
No

waiver,

modification

or

alteration

of,

or

addition

to,

any

of

the

provisions

of

this

Deed

shall

be

made

unless

agreed

by

the

Shareholder

and

THL

in

writing.
Counterparts
This

Deed

may

be

executed

in

two

or

more

counterparts

(including

scanned

email

copies)

each

of

which

shall

be

deemed

an

original,

but

all

of

which

together

shall

constitute

the

same

instrument.
Termination

if

not

listed
This

Deed

will

terminate

and

be

of

no

further

force

or

effect

if

THL

ceases

(otherwise

than

by

way

of

suspension)

to

be

listed

on

the

NZX

Main

Board.
Specific

Performance
The

Shareholder

agrees

that

damages

alone

would

be

an

inadequate

remedy

for

breach

of

its

obligations

under

this

Deed

and

the

appropriate

remedies

for

such

a

breach

will

Include

orders

for

specific

performance,

injunctive

relief,

any

other

equitable

relief

and/or

damages.
Notices
Any

notice

or

other

communication

given

under

this

Deed

to

a

party

shall

be

in

writing

and

addressed

to

that

party

at

the

address

or

email

address

from

time

to

time

notified

by

that

party

in

writing

to

the

other

parties

and

may

be

sent

by

personal

delivery,

post

or

email.
Until

any

other

address

or

email

address

of

a

party

is

notified,

the

parties
’

contact

details

shall

be

as

set

out

under

the

heading

'Details
’
.
Form

of

notice

to

share

registrar
Any

notice

from

THL

to

its

share

registrar

In

accordance

with

clause

4

shall

contain

the

following

information:
6.26.3
6.4
6.5
6.6
(a)
“
Certain

shares

in

Tourism

Holdings

Limited

held

by

Alpine

Bird

Manufacturing

Limited

are

tagged

as

unavailable

for

transfer

pursuant

to

an

Escrow

Deed

dated

[
Tourism

Holdings

Limited

and

Alpine

Bird

Manufacturing

Limited.

In

accordance

with

that

Escrow

Deed,

Tourism

Holdings

Limited

hereby

directs

Tourism

Holdings

Limited
’
s

share

registrarlo

Immediately

revoke

the

tag

attaching

to

[specify

number

of

shares]

of

such

shares

held

by

Alpine

Bird

Manufacturing

Limited

and

to

release

those

shares

from

any

restrictions

on

transfer";
]

between
set

out

the

reasons

for

the

release

from

the

restrictions

In

clauses

1

and

2

of

this

Deed;
(b)
and
(c)
be

accompanied

by

confirmation

from

THL

that

the

shares

referred

to

have

been

released

from

the

transfer

restrictions.
Escrow

Deed
MinterEllisonRuddWatts

|

Ref:

201025554

23345679

3
Page

5

6.7

Governing

law

and

jurisdiction
This

Deed

is

governed

by

the

law

of

New

Zealand

and

each

party

irrevocably

and

unconditionally

submits

to

the

non-exclusive

jurisdiction

of

the

courts

of

New

Zealand.
Escrow

Deed
MinterEllisonRuddWatts

|

Ref:

201025554

23345679

3
Page

6

Signing

page
EXECUTED

as

a

Deed
TOURISM

HOLDINGS

LIMITED

by:
Signature

of

director

Rob

Campbell
Name

of

director
P
Uu
III'
'I
Signature

of

director

Grainne

Traute
Name

of

director
ALPINE

BIRD

MANUFACTURING

LIMITED

by:
Signature

of

director
Name

of

director
Signature

of

director
Name

of

director
Escrow

Deed
MinterEllisonRuddWatts

|

Ref:

201025554

23345679

3
Page

7