Notice of thl 2023 Annual Meeting

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




18 September 2023

NZX | ASX | MEDIA RELEASE
TOURISM HOLDINGS LIMITED (thl)

NOTICE OF 2023 ANNUAL MEETING

Please find attached the following documents relating to thl’s upcoming 2023 Annual Meeting of
shareholders, which are being sent to shareholders today:

1. Notice of 2023 Annual Meeting; and
2. Proxy/Voting Form.
The 2023 Annual Meeting will be held at the offices of Link Market Services, Level 30, PwC Tower, 15
Customs Street West, Auckland, at 12:30pm on Thursday 19 October 2023.

Shareholders will also be able to attend and participate in the 2023 Annual Meeting via the Link Market
Services Virtual Meeting platform at www.virtualmeeting.co.nz/thl23 in a Virtual Annual Meeting. By
signing up for the Virtual Annual Meeting, shareholders will be able to watch the Annual Meeting, vote and
ask questions. Further information, including how to register for the Virtual Annual Meeting, can be found
in the Procedural Matters section at the back of the Notice of Annual Meeting.

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 and ASX (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, Apollo), retail brands (Talvor, Kea, Winnebago, Adria, Coromal, Windsor), retail dealerships (RV Super Centre,

Apollo RV Sales, 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, Britz and Mighty
rental brands. In UK and Europe, thl operates the Just go, Apollo and Bunk Campers rental brands.

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NOTICE OF
ANNUAL MEETING
2023

Notice is given that the 2023 Annual Meeting of shareholders
of Tourism Holdings Limited (Company) will be held at:
Shareholders will also be able to attend and participate in the
2023 Annual Meeting via the Link Market Services Virtual
Meeting platform at www.virtualmeeting.co.nz/thl23 in a Virtual
Annual Meeting. By signing up for the Virtual Annual Meeting,
you will be able to watch the Annual Meeting, vote and ask
questions by logging on using your computer from anywhere an
internet connection is available. Further information, including
how to register for the Virtual Annual Meeting, can be found in
the Procedural Matters section at the back of this Notice of
Annual Meeting.
The offices of Link Market Services,
Level 30, PwC Tower, 15 Customs Street
West, Auckland, at 12:30pm on Thursday
19 October 2023.
thl NOTICE OF ANNUAL MEETING 2023

Agenda
A. Chair’s address
B. Chief Executive’s review
C. Ordinary business and resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Re-election of Cathy Quinn
That Catherine Agnes Quinn, who retires by rotation and is eligible for re-election, be re-elected as a Director
of the Company.
Resolution 2: Re-election of Gráinne Troute
That Gráinne Patricia Troute, who retires by rotation and is eligible for re-election, be re-elected as a Director
of the Company.
Resolution 3: Election of Sophie Mitchell
That Sophia Adelle Mitchell (appointed by the Board on 30 November 2022) be elected as a Director
of the Company.
Resolution 4: Election of Robert Baker
That Robert Baker (appointed by the Board on 30 November 2022) be elected as a Director of the Company.
Resolution 5: Election of Luke Trouchet
That Luke Gustave Trouchet (appointed by the Board on 30 November 2022) be elected as an Executive Director
of the Company.
Resolution 6: Election of Grant Webster
That Grant Gareth Webster (appointed by the Board on 30 November 2022) be elected as an Executive Director
of the Company.
Resolution 7: Director remuneration
That the maximum aggregate amount of remuneration payable to all Directors taken together (in their capacity as
Directors) be increased from $750,000 per annum to a maximum of $850,000 (plus GST, if any) per annum with
this sum available to be paid to the Directors of the Company as the Board considers appropriate and which may
be payable either in whole or in part by way of an issue of ordinary shares in the Company, provided that any issue
occurs in compliance with the NZX Main Board Listing Rule 4.7.1.
Resolution 8: Auditors remuneration
That the Directors are authorised to fix the remuneration of the auditors for the ensuing year.
D. Other Business
To consider such other business as may be properly submitted to the meeting.
By order of the Board

Cathy Quinn ONZM
Chair
18 September 2023
01
thl NOTICE OF ANNUAL MEETING 2023

Explanatory Notes
1. Re-election of Cathy Quinn (Resolution 1)

LLB
NZX Listing Rule 2.7.1 requires that:
• a director of the Company must not hold office (without re-election) past the third
annual meeting following their appointment, or 3 years, whichever is longer; and
• a director of the Company appointed by the Board must not hold office (without
re-election) past the annual meeting following the director’s appointment.
Cathy Quinn is retiring by rotation and, being eligible, offers herself for re-election.
The Board has determined that Cathy is an Independent Director as defined in the
NZX Listing Rules.
Independent Director appointed in September 2017. Cathy was appointed Chair of thl
in June 2022 and serves on all of thl’s Board Committees. Cathy is a former senior
corporate partner at MinterEllisonRuddWatts. She served as the firm’s Chair for eight
years during a period of transformation and growth. Cathy is a Director of Fletcher
Building Limited, Fonterra Co-operative Group Limited, Rangatira Limited and is Chair
of Fertility Associates. Cathy is also Pro-Chancellor of the University of Auckland.
Cathy is a former member of the NZ Securities Commission and Capital Markets
Development Taskforce, and was made an Officer of the NZ Order of Merit in 2016
for services to law and women.
The Board endorses Cathy Quinn standing for re-election and recommends that
shareholders vote in favour of her reappointment.
2. Re-election of Gráinne Troute (Resolution 2)

BA, GDip (Business Studies)
NZX Listing Rule 2.7.1 requires that:
• a director of the Company must not hold office (without re-election) past the third
annual meeting following their appointment, or 3 years, whichever is longer; and
• a director of the Company appointed by the Board must not hold office (without
re-election) past the annual meeting following the director’s appointment.
Gráinne Troute is retiring by rotation and, being eligible, offers herself for re-election.
The Board has determined that Gráinne is an Independent Director as defined in the
NZX Listing Rules.
Independent Director appointed in February 2015. Gráinne Chairs the Remuneration
and Nomination Committee (appointed February 2015) and serves on the Health,
Safety and Sustainability Committee. Gráinne is a Chartered Fellow of the Institute
of Directors and is also a Director of Summerset Group Holdings Limited, Investore
Property and Duncan Cotterill, and is Chair of the Montana Group. Gráinne is a
professional Director with many years’ experience in senior executive roles. Gráinne
was General Manager, Corporate Services at SkyCity Entertainment Group and
Managing Director of McDonald’s Restaurants (NZ). Gráinne also held senior
management roles with Coopers and Lybrand (now PwC) and HR Consultancy Right
Management. She has also spent many years as a Trustee and Chair in the not-for-
profit sector, including having been the Chair of Ronald McDonald House Charities
New Zealand for five years.
The Board endorses Gráinne Troute standing for re-election and recommends that
shareholders vote in favour of her reappointment.
3. Election of Sophie Mitchell (Resolution 3)

BEc, GAICD
NZX Listing Rule 2.7.1 requires that:
• a director of the Company must not hold office (without re-election) past the third
annual meeting following their appointment, or 3 years, whichever is longer; and
• a director of the Company appointed by the Board must not hold office (without
re-election) past the annual meeting following the director’s appointment.
Having been appointed by the Board since the previous annual meeting, Sophie
Mitchell retires and, being eligible, offers herself for election. The Board has
determined that Sophie is an Independent Director as defined in the NZX
Listing Rules.
Independent Director appointed in November 2022. Sophie serves on the Audit and
Risk Committee, the Remuneration and Nomination Committee and the Market
Disclosure Committee. Sophie is an experienced professional in the finance industry
and holds Non-Executive Director roles in Corporate Travel Management Limited
(ASX: CTD), Myer Family Investments Limited, Firstmac Limited and Morgans Holdings
(Australia) Limited. Sophie was previously Chair of Apollo Tourism & Leisure Ltd, prior
to the merger with thl.
Sophie has over 30 years of corporate advisory, capital markets and equity research
experience. She retired from Morgans in June 2019 after over a decade as an Executive
Director in Morgans Corporate and, prior to this, she was Morgans Head of Research.
Sophie was a member of the Australian Takeovers Panel from 2009 to 2018.
The Board endorses Sophie Mitchell standing for re-election and recommends that
shareholders vote in favour of her reappointment.
02
thl NOTICE OF ANNUAL MEETING 2023

4. Election of Robert Baker (Resolution 4)

BBus(Accountancy), FCA, GAICD
NZX Listing Rule 2.7.1 requires that:
• a director of the Company must not hold office (without re-election) past the third
annual meeting following their appointment, or 3 years, whichever is longer; and
• a director of the Company appointed by the Board must not hold office (without
re-election) past the annual meeting following the director’s appointment.
Having been appointed by the Board since the previous annual meeting, Robert Baker
retires and, being eligible, offers himself for election. The Board has determined that
Robert is an Independent Director as defined in the NZX Listing Rules.
Independent Director appointed in November 2022. Rob serves on the Audit and Risk
Committee and Health, Safety and Sustainability Committee. Rob is an experienced
Non-Executive Director, and his current ASX Board positions include Non-Executive
Director and Chair of the Audit and Risk Committee of Flight Centre Travel Group Ltd
(ASX: FLT) and Non-Executive Chairman of RightCrowd Limited (ASX: RCW). Rob is also
Chairman of Goodman Private Wealth Ltd and has several pro bono Board or Advisory
Board roles with organisations in the not-for-profit sector including Chairman of the
Audit and Risk Committee of Australian Catholic University Limited. Robert was
previously a Director of Apollo Tourism & Leisure Ltd, prior to the merger with thl.
Robert was a partner of PwC Australia for over 23 years, retiring in March 2014. In
addition to leading external & internal audit, due diligence, and accounting advisory
assignments for clients in industries including tourism, retail and commercial services,
Robert was Managing Partner of the PwC Brisbane Office from 2003 - 2010 and was a
member of the PwC Australia Board from 2008 - 2013.
The Board endorses Robert Baker standing for re-election and recommends that
shareholders vote in favour of his reappointment.
5. Election of Luke Trouchet (Resolution 5)
LLB, IML
NZX Listing Rule 2.7.1 requires that:
• a director of the Company must not hold office (without re-election) past the third
annual meeting following their appointment, or 3 years, whichever is longer; and
• a director of the Company appointed by the Board must not hold office (without
re-election) past the annual meeting following the director’s appointment.
Having been appointed by the Board since the previous annual meeting, Luke
Trouchet retires and, being eligible, offers himself for election. Luke is an
Executive Director as defined in the NZX Listing Rules and is therefore not an
Independent Director.
Luke moved into the Executive Director role as part of the merger between thl
and Apollo Tourism & Leisure in November 2022. Luke was appointed as CEO and
Managing Director of Apollo in 2001, when he took over the management control
of the business his parents founded, with his brother Karl. Luke led Apollo through a
strong growth period, expanding internationally to New Zealand, USA, Canada, United
Kingdom and Europe. Luke’s entrepreneurial mindset helped the business make a
number of strategic acquisitions that delivered strong financial performance. Luke
continued to drive Apollo forward to become a global RV solution.
The Board endorses Luke Trouchet standing for re-election and recommends that
shareholders vote in favour of his reappointment.
6. Election of Grant Webster (Resolution 6)

BCOM
NZX Listing Rule 2.7.1 requires that:
• a director of the Company must not hold office (without re-election) past the third
annual meeting following their appointment, or 3 years, whichever is longer; and
• a director of the Company appointed by the Board must not hold office (without
re-election) past the annual meeting following the director’s appointment.
Having been appointed by the Board since the previous annual meeting, Grant
Webster retires and, being eligible, offers himself for election. Grant is an Executive
Director as defined in the NZX Listing Rules and is therefore not an
Independent Director.
Grant was appointed Managing Director in November 2022 and was originally
appointed as Chief Executive Officer in 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 a
co-Chair for the New Zealand Government’s Tourism Futures Taskforce in 2020.
Grant’s background includes senior executive roles across the tourism, hospitality,
gaming and retail industries, where he held Director and general management
roles within the retail sector before moving into tourism. Grant holds a Bachelor of
Commerce degree from Victoria University and has completed executive studies
at the Insead Advanced Management Programme in Fontainebleau and Monash
University, Melbourne Australia. Outside of thl, Grant is on the Board of Les Mills
Holdings NZ.
The Board endorses Grant Webster standing for re-election and recommends that
shareholders vote in favour of his reappointment.
03
thl NOTICE OF ANNUAL MEETING 2023

7. Director remuneration (Resolution 7)
NZX Listing Rule 2.11.1 requires that no remuneration may be paid by the Company, or
its Subsidiaries (unless such Subsidiary is Listed), to a Director in his or her capacity as
a Director without prior authorisation by an Ordinary Resolution.
The Board recommends to shareholders that the maximum annual Directors’
remuneration payable to all Directors of thl taken together be increased from the
current level of NZ$750,000 to NZ$850,000 (plus GST, if any). This reflects a total
increase to the maximum fee pool of just under 14%.
The last increase to the Directors’ fee pool was approved by shareholders five years
ago at the 2018 Annual Meeting. The allocation of Directors’ fees were unchanged
from November 2018 until December 2022, including a period where Directors took a
50% fee reduction. In December 2022 an adjustment was made to the fees payable
(within the approved fee pool) to reflect the larger size and complexity of thl following
its merger with Apollo Tourism & Leisure Ltd.
The annual fees currently payable to directors are NZ$200,000 for the Chairperson,
NZ$100,000 for each Director, plus NZ$15,000 for the Chairperson of the Audit and
Risk Committee and NZ$10,000 for the Chairperson of each of the Remuneration and
Nomination Committee and Health, Safety and Sustainability Committee. Other than
the fees payable to the Chair of each Committee, no other fees are payable to directors
for membership on a Committee. Accordingly, the annual committed fee schedule is
NZ$735,000.
The proposed increase will allow the board to approve payments to Directors for
assuming additional responsibilities above and beyond the normal duties of either
the board or any sitting committee (the current headroom is NZ$15,000). It is also
sufficient to allow for annual inflationary adjustments to the fee schedule as required.
As is currently the case, fees may be payable, in whole or in part, through the issue of
ordinary shares in accordance with Listing Rule 4.7.1.
The board has opted not to go to the expense of commissioning an independent
director fee benchmarking report in this instance because the cost of a
comprehensive report is significant in proportion to the increase proposed and
because no recommendation is being made for a market-relative adjustment to fees
paid to any Director in relation to their normal duties (beyond the future ability to
provide for inflationary adjustments). If the proposed Director fee pool increase is
approved, the Board intends to implement an inflationary adjustment during the 2024
calendar year. The Board reserves the right to increase fees within the approved fee
pool, so that directors are paid market remuneration reflecting the size and complexity
of the Company.
Note: The two Executive Directors do not receive Director remuneration in addition to
the executive remuneration they receive as employees of the Company.
Pursuant to the NZX Main Board Listing Rules, each of the Directors of the Company
(including the Chair) and their respective Associated Persons (as defined in the NZX
Main Board Listing Rules) are disqualified from voting in favour of Resolution 7
(Director Remuneration). A person appointed as a proxy who is disqualified from
voting on a Resolution may vote in accordance with the directions of the shareholder
giving the proxy if they are not disqualified from voting, but the proxy may not
exercise a discretionary vote.
8. Auditors’ remuneration (Resolution 8)
The Company’s current auditor is PricewaterhouseCoopers (PwC). Due to the length
of their tenure, the Board has decided to undertake a formal request for proposal
(RFP) process for a new auditor, as a result of which PwC would resign as auditor if
a new auditor were to be appointed.
It is expected that the RFP process will be concluded prior to the Annual Meeting.
If the Board resolves to appoint a new auditor, the Company will release a market
announcement on NZX and ASX in accordance with NZX Listing Rule 3.20.1, which
would also confirm PwC’s resignation. The new auditor would then conduct the audit
of the financial statements for the year ending 30 June 2024, and both PwC and the
new auditor would attend the Annual Meeting.
If a new auditor is appointed by the Board after the RFP, they will be automatically
reappointed at the Annual Meeting under section 207T of the Companies Act 1993.
Similarly, if a new auditor is not appointed after the RFP, PwC would be automatically
reappointed at the Annual Meeting under section 207T of the Companies Act 1993.
Accordingly, as the auditor is automatically reappointed at the Annual Meeting,
resolution 8, only deals with how the auditor’s fees and expenses are approved. As
has occurred in prior years, resolution 8 authorises the Board of Directors to fix the
remuneration of the auditor (whether PwC or a new auditor, if appointed) for the
FY24 audit.
04
thl NOTICE OF ANNUAL MEETING 2023

Ordinary resolution
Each of Resolutions 1 to 8 must be passed as ordinary resolutions of the Company.
Pursuant to Part A of the NZX Listing Rules, an ordinary resolution means a resolution
passed by a simple majority of votes of financial product holders of the Company
entitled to vote and voting.
Hybrid Annual Meeting
Shareholders will be able to attend the meeting in person at the offices of Link Market
Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland or via an
online platform provided by our share registrar, Link Market Services at
www.virtualmeeting.co.nz/thl23. Via the online platform, shareholders will be able to
vote and ask questions during the Annual Meeting. To attend online, you will require
your Holder Number for verification purposes. More information regarding virtual
attendance at the Annual Meeting (including how to vote and ask questions virtually
during the Meeting) is available in the Virtual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
Shareholders entitled to attend and vote
Pursuant to section 125 of the Companies Act 1993, the Board has determined that for
the purposes of voting at the Annual Meeting, only those registered shareholders of
the Company as at 5.30pm on Tuesday, 17 October 2023, being a day not more than 20
working days before the meeting, shall be entitled to exercise the right to vote at the
meeting, subject to the rest noted below.
Voting Restrictions
Pursuant to the NZX Main Board Listing Rules, each of the Directors of the Company
(including the Chair) and their respective Associated Persons (as defined in the NZX
Main Board Listing Rules) are disqualified from voting in favour of Resolution 7
(Director Remuneration). A person appointed as a proxy who is disqualified from
voting on a Resolution may vote in accordance with the directions of the shareholder
giving the proxy if they are not disqualified from voting, but the proxy may not
exercise a discretionary vote. Such proxies will also be ineligible to vote on motions
from the floor as the discretionary proxies are not valid in this respect.
Procedural Matters
Proxy
A shareholder who is entitled to attend and vote at the meeting may appoint a proxy
to attend and vote instead of that shareholder. A company which is a shareholder may
appoint a representative to attend the meeting on its behalf in the same manner as it
could appoint a proxy.
If you wish to appoint a proxy you should complete the enclosed proxy form.
Alternatively, you can lodge your proxy appointment online by following the
instructions set out in the enclosed proxy form. A proxy need not be a holder of shares.
The Chair of the meeting, Cathy Quinn, is willing to act as proxy for any shareholder
who may wish to appoint her for that purpose. Where a direction is not given to the
Chair as to how to cast the vote on any Resolution, then the Chair intends to vote in
favour of the Resolution, except that, as noted above, the Chair is disqualified from
voting an undirected proxy in respect of Resolution 7 (Director remuneration).
Additionally, Directors standing for re-election will abstain from voting discretionary
proxies in respect of their own appointment. Such proxies will also be ineligible to vote
on motions from the floor as the discretionary proxies are not valid in this respect.
No proxy shall be entitled to vote at the meeting unless a proxy form is received by the
Company’s Share Registrar, Link Market Services, either by post to PO Box 91976,
Victoria Street West, Auckland 1142, by email to meetings@linkmarketservices.com, or
deliver in person to Link Market Services, Level 30, PwC Tower, 15 Customs Street West,
Auckland 1010, so as to be received no later than 48 hours before the time set for the
meeting. Alternatively, if you elect to appoint your proxy online, this must be
completed by 12:30pm on Tuesday, 17 October 2023 (no later than 48 hours before the
time set for the meeting).
Postal & Online voting
A shareholder who is entitled to attend and vote at the meeting may cast a postal
vote, instead of attending in person or appointing a proxy to attend. You do not need
to appoint a proxy if you cast a postal vote.
If you wish to cast your postal vote, you should complete the enclosed voting paper.
Alternatively, you can cast your postal vote online by following the instructions set out
in the enclosed voting paper.
Link Market Services Limited has been authorised by the Board to receive and count
postal votes at the meeting.
No postal vote will be counted at the meeting unless a voting paper is received by the
Company’s Share Registrar, Link Market Services, either by post to PO Box 91976,
Victoria Street West, Auckland 1142, by email to meetings@linkmarketservices.com, or
deliver in person to Link Market Services, Level 30, PwC Tower, 15 Customs Street West,
Auckland 1010, no later than 12:30pm on Tuesday, 17 October 2023 (48 hours before the
time set for the meeting). Alternatively, if you elect to cast your postal vote online at
https://vote.linkmarketservices.com/thl/ , this must be completed no later than
48 hours before the time set for the meeting.
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thl NOTICE OF ANNUAL MEETING 2023

THLONLINE.COM

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LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/THL
Scan & email:
meetings@linkmarketservices.com
Mail:
Deliver: Use the enclosed reply paid
Link Market Services envelope or address to:
Level 30, PwC Tower, Link Market Services Limited
15 Customs Street West, PO Box 91976
Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote
online


General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/VOTING PAPER/ADMISSION CARD FOR TOURISM HOLDINGS LIMITED’S 2023 ANNUAL MEETING
The Annual Meeting of Shareholders of Tourism Holdings Limited (Company) will be held at the offices of Link Market Services, Level 30, PwC
Tower, 15 Customs Street West, Auckland and online via the Link Market Services Virtual Meeting platform at www.virtualmeeting.co.nz/thl23 on
Thursday, 19 October 2023 at 12:30pm. If you will be attending online, you will require your Holder Number for verification purposes.
If you will not attend the Meeting but wish to be represented by proxy or cast a postal vote, please complete and return this form (in accordance with
the lodgement instructions above) to thl’s share registry, Link Market Services, by no later than 12:30pm, Tuesday, 17 October 2023.
You can also appoint your proxy or cast your postal vote on the resolutions on the reverse of this form online by going to
vote.linkmarketservices.com/THL or by scanning the QR code above with your smartphone.

Appointment of proxy
A shareholder who is entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of that shareholder. A corporation
which is a shareholder may appoint a representative to attend the meeting on its behalf in the same manner as it could appoint a proxy. A proxy need
not be a holder of shares.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business (resolutions
1 to 8) If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from
voting.
Appointing the Chair of the Meeting as your Proxy
The Chair of the Meeting is willing to act as proxy for any shareholder who may wish to appoint her for that purpose. Where a direction is not given
to the Chair as to how to cast the vote on any Resolution, then the Chair intends to vote in favour of the Resolution, unless specifically disqualified
from voting on that resolution. Directors standing for re-election will abstain from voting discretionary proxies in respect of their own appointment.
Such proxies will also be ineligible to vote on motions from the floor as the discretionary proxies are not valid in this respect.
Postal Voting
A shareholder who is entitled to attend and vote at the meeting may cast a postal vote, instead of attending in person or appointing a proxy to attend.
You do not need to appoint a proxy if you cast a postal vote. If you wish to cast your postal vote, you should complete the voting paper overleaf.
Alternatively, you can cast your postal vote online by following the instructions set out above. Link Market Services Limited has been authorised by
the Board to receive and count postal votes at the meeting.
Voting Restrictions
Pursuant to the NZX Main Board Listing Rules, each of the Directors of the Company (including the Chair) and their respective Associated Persons
(as defined in the NZX Main Board Listing Rules) are disqualified from voting on Resolution 7 (Director Remuneration). A person appointed as a
proxy who is disqualified from voting on a Resolution may vote in accordance with the directions of the shareholder giving the proxy if they are not
disqualified from voting, but the proxy may not exercise a discretionary vote. Such proxies will also be ineligible to vote on motions from the floor as
the discretionary proxies are not valid in this respect.
Attending the meeting
If you wish to attend the meeting in person, please bring this proxy form/admission card to assist with your registration. If you will attend the
Meeting online, you will require your CSN/Holder Number for verification purposes. A body corporate shareholder may appoint a representative to
attend the meeting on its behalf. Shareholders can still attend the meeting online, even if they have appointed a proxy (although they will not be able
to vote if a proxy has been appointed).
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
At least one joint security holder should sign this form (on behalf of all joint security holders). If different joint security holders purport to appoint
different proxies, the vote of the proxy appointed by the first named joint security holder will prevail. If the shareholder is a company, this Proxy Form
must be signed on behalf of the company by a person acting under the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry) and
a signed certificate of non-revocation of the POA must be produced to the company with this form.
Corporate Shareholder
Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the
same manner as that in which it could appoint a proxy.

PROXY/POSTAL VOTING FORM
POSTAL VOTING
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.

APPOINT A PROXY
I/We being a shareholder/s of Tourism Holdings Limited hereby appoint:

____________________________________________________ of ______________________________________________________________
(Full Name) (Email Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday, 19 October 2023 at 12:30pm and
at any adjournment of that meeting. The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint her for that
purpose, subject to the voting restrictions set out above and abstention on her own re-election. If you wish to appoint the Chair, please insert “The
Chair of the Meeting” above.
RESOLUTIONS
Cast a Postal Vote, or instruct a proxy to vote, by placing a tick in the relevant box. Please note: For each resolution you must tick one box.

ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
1.
That Catherine Agnes Quinn, who retires by rotation and is eligible for re-election, be re-
elected as a Director of the Company.
   
2.
That Gráinne Patricia Troute, who retires by rotation and is eligible for re-election, be re-
elected as a Director of the Company.
   
3.
That Sophia Adelle Mitchell (appointed by the Board on 30 November 2022) be elected as a
Director of the Company.
   
4.
That Robert Baker (appointed by the Board on 30 November 2022) be elected as a Director
of the Company.
   
5.
That Luke Gustave Trouchet (appointed by the Board on 30 November 2022) be elected as
an Executive Director of the Company.
   
6.
That Grant Gareth Webster (appointed by the Board on 30 November 2022) be elected as an
Executive Director of the Company.
   
7.
That the maximum aggregate amount of remuneration payable to all Directors taken together
(in their capacity as Directors) be increased from $750,000 per annum to a maximum of
$850,000 (plus GST, if any) per annum with this sum available to be paid to the Directors of
the Company as the Board considers appropriate and which may be payable either in whole
or in part by way of an issue of ordinary shares in the Company, provided that any issue
occurs in compliance with the NZX Main Board Listing Rule 4.7.1.
   
8.
That the Directors are authorised to fix the remuneration of the auditors for the ensuing year.
   

The proxy is authorised to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution
proposed at the meeting (or any adjournment thereof), subject to the voting restrictions set out above. If you return this form without directing the
proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. The proxy is appointed only in respect of
the above meeting or any adjournment thereof.

SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting (in person or via the virtual meeting platform) will have the opportunity to ask questions during the
meeting. If you cannot attend the Annual Meeting but would like to ask a question you can submit a question online by going to
vote.linkmarketservices.com/THL after completing the online validation process or complete the question section below and return to Link Market
Services. Questions will need to be submitted by 12:30pm, Tuesday, 17 October 2023.
Question:

SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
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