Capital Change Notices

Capital Change Notice




Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product
Unlisted LTI Options
ISIN (If unknown, check on NZX website)
N/A
Currency
NZD
Section 2: Capital change details
Number issued/acquired/redeemed 4,350,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
57.15%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example, the
exercise price and exercise date)
The Options are issued pursuant
to the Tourism Holdings Limited
Long Term Incentive Scheme
2017. The key terms of that
scheme are as follows:

• Each Option may be
converted into one ordinary
share in thl on their exercise.
• 1/3 of the Options will vest 2
years after the grant date, 1/3
will vest 3 years after the
grant date, and 1/3 will vest 4
years after the grant date.

The exercise price for each
Option will be calculated by
reference to the volume weighted
average price of each thl share
during the 20 working day period
prior to the relevant grant date,
plus an uplift to reflect thl’s
average cost of capital for the first
two years from the grant date,
less dividends paid during that
two-year period.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Options to Senior
Executives of thl under the
Tourism Holdings Limited Long
Term Incentive Scheme 2017.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
11,961,001 Unlisted Options

In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Directors’ resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As set out above.
Date of issue/acquisition/redemption 27 March 2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement Amir Ansari
Contact phone number +64 21 163 8053
Contact email address amir.ansari@thlonline.com
Date of release

31 March 2025

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Capital Change Notice




Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product
Unlisted LTI Options
ISIN (If unknown, check on NZX website)
N/A
Currency
NZD
Section 2: Capital change details
Number issued/acquired/redeemed 486,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
4.06%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example, the
exercise price and exercise date)
The Options originally issued
pursuant to the Tourism Holdings
Limited Long Term Incentive
Scheme 2017 were not exercised
and/or the terms of vesting were
not met. They have therefore
expired pursuant to the rules of
the Scheme.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Expiry of Options under the
Tourism Holdings Limited Long
Term Incentive Scheme 2017.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
11,475,001 Unlisted Options
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Directors’ resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As set out above.
Date of issue/acquisition/redemption 27 March 2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement Amir Ansari
Contact phone number +64 21 163 8053
Contact email address amir.ansari@thlonline.com

Date of release

31 March 2025