Notice of 2024 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




17 September 2024

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

NOTICE OF 2024 ANNUAL MEETING

Please find attached the following documents relating to thl’s upcoming 2024 Annual Meeting of
shareholders, which are being sent to shareholders today:

1. Notice of 2024 Annual Meeting; and
2. Proxy/Voting Form.
The 2024 Annual Meeting will be held at the offices of MUFG Pension and Market Services (formerly Link
Market Services), Level 30, PwC Tower, 15 Customs Street West, Auckland, at 1:00pm (NZT) on Thursday
17 October 2024.

Shareholders will also be able to attend and participate in the 2024 Annual Meeting online via a virtual
meeting platform at www.virtualmeeting.co.nz/thl24. 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:

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

Investors and Analysts:
Amir Ansari
Manager – Strategy & Development; Company Secretary
Direct Dial: +64 9 336 4203
Mobile: +64 21 163 8053

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 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, Camperagent), 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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As seen, worldwide
NOTICE OF MEETING
2024
44°15’ S —
170°6’ E

Agenda
A. Chair’s address
B. Chief Executive’s review
C. Ordinary business and resolution
To consider and, if thought fit, to pass the following ordinary resolution:
Resolution 1: Auditor 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
17 September 2024
Explanatory Notes
1. Auditor remuneration (Resolution 1)
EY New Zealand is automatically re-appointed as auditor under section 207T of the
Companies Act 1993. The proposed resolution authorises the Board of Directors to fix
the remuneration of the auditor.
Notice is given that the 2024 Annual Meeting of shareholders of
Tourism Holdings Limited (Company) will be held at:
The offices of MUFG Pension and Market Services (formerly Link
Market Services), Level 30, PwC Tower, 15 Customs Street West,
Auckland, at 1:00pm (NZT) on Thursday 17 October 2024.
Shareholders will also be able to attend and participate in the 2024 Annual Meeting
online via a virtual meeting platform at www.virtualmeeting.co.nz/thl24. 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.
1:00pm (NZT)
Thursday 17 October 2024
01thl NOTICE OF MEETING 2024

Procedural Matters
Ordinary resolution
Resolution 1 must be passed as an ordinary resolution 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
MUFG Pension and Market Services (formerly Link Market Services), Level 30,
PwC Tower, 15 Customs Street West, Auckland or via an online platform at
www.virtualmeeting.co.nz/thl24. 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 Guide available at
https://bcast.linkinvestorservices.co.nz/MUFG/MUFG_VirtualMeetingGuide.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 (NZT) on Tuesday, 15 October 2024, being a day not more
than 48 hours before the meeting, shall be entitled to exercise the right to vote at the
meeting, subject to the rest noted below.
Voting Restrictions
There are no voting restrictions.
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 the Resolution, then the Chair intends to vote in
favour of the Resolution.
No proxy shall be entitled to vote at the meeting unless a proxy form is received
by the Company’s Share Registrar, MUFG Corporate Markets (formerly 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 MUFG Corporate Markets,
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 1:00pm (NZT) on Tuesday, 15 October 2024
(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.
MUFG Corporate Markets 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, MUFG Corporate Markets, either by post to PO Box 91976,
Victoria Street West, Auckland 1142, by email to meetings@linkmarketservices.com, or
deliver in person to MUFG Corporate Markets, Level 30, PwC Tower, 15 Customs Street
West, Auckland 1010, no later than 1:00pm (NZT) on Tuesday, 15 October 2024 (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.
02thl NOTICE OF MEETING 2024

THLONLINE.COM
See you out there.
36°27’ N — 116°52’ W

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LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/THL
Scan & email:
meetings@linkmarketservices.com
Deliver:
MUFG Corporate Markets
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
MUFG Corporate Markets
PO Box 91976
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
2024 ANNUAL MEETING
The Annual Meeting of Shareholders of Tourism Holdings Limited (Company) will be held
at the offices of MUFG Pension and Market Services (formerly Link Market Services),
Level 30, PwC Tower, 15 Customs Street West, Auckland and online via the virtual meeting
platform at www.virtualmeeting.co.nz/thl24 on Thursday, 17 October 2024 at 1:00pm.
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, MUFG Corporate Markets (formerly Link Market
Services), by no later than 1:00pm, Tuesday, 15 October 2024.
You can also appoint your proxy or cast your postal vote on
the resolution 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 the
item of business (resolution 1). 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 the Resolution, then the Chair intends to vote in
favour of the Resolution.
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. MUFG Corporate Markets
(formerly Link Market Services Limited) has been authorised
by the Board to receive and count postal votes at the meeting.
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, 17 October 2024 at
1:00pm 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. If you wish to appoint the Chair, please insert “The Chair of the Meeting” above.
RESOLUTION
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 resolution:
Tick (

) in box to vote
For AgainstAbstainDiscretion
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). 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 MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 1:00pm, Tuesday,
15 October 2024.
Question:
SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2Shareholder 3
Individual/duly authorised officer
or attorney
Individual/duly authorised officer
or attorney
Individual/duly authorised officer
or attorney

Contact Name
Contact Daytime Telephone Date
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email please provide your email address below.