SPH Notice - SPV/BGH

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Disclosure of beginning to have substantial holding
Sections 276, Financial Markets Conduct Act 2013
To NZX Limited

and

To Tourism Holdings Limited
Date this disclosure made: 14 June 2025
Date on which substantial holding began: 14 June 2025
Substantial product holder(s) giving disclosure
Full name(s):
5382917 Limited (SPV)
BGH Capital IIA Pty Ltd in its capacity as trustee for BGH Capital Trust IIA, BGH Capital IIB Pty Ltd
in its capacity as trustee for BGH Capital Trust IIB, BGH Capital Offshore GP II Limited as general
partner of BGH Capital Offshore II, LP (together the BGH Fund) and BGH Capital Pty Ltd (ACN
617 386 982) (the Manager) in its capacity as manager or adviser to the constituent entities of the
BGH Fund (the BGH Fund and the Manager together BGH).

Summary of substantial holding

Class of quoted voting products: ordinary shares (Shares) in Tourism Holdings Limited (NZX Code:
THL) (THL)
Summary for SPV
For this disclosure,—
(a) total number held in class: 39,345,432
(b) total in class: 221,098,068
(c) total percentage held in class: 17.795%
Summary for BGH
For this disclosure,—
(a) total number held in class: 39,345,432
(b) total in class: 221,098,068
(c) total percentage held in class: 17.795%

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Details of relevant interests
Details for SPV
Nature of relevant interest: Conditional power to control the disposal of Shares pursuant to the Co-
operation Agreement (as defined below). A copy of the Co-operation Agreement is attached in
Schedule 1 (15 pages).
For that relevant interest,—
(a) total number held in class: 26,079,549
(b) percentage held in class: 11.795%
(c) current registered holder(s): Barmil Enterprises Pty Ltd as trustee for Lurk Investment Trust,
Eastglo Pty Ltd as trustee for the Trouchet Super Fund and KRLG Pty Ltd as trustee for the
KL Trust (together, the Trouchet Shareholders)
(d) registered holder(s) once transfers are registered: N/A
Nature of relevant interest(s): the power to control the acquisition or disposal of Shares and, once
the relevant on-market trades have been settled (expected to be Wednesday, 18 June 2025),
registered holder and beneficial owner of those Shares. A copy of each Agreement is attached in
Schedule 2 (23 pages in total).
For that relevant interest,—
(a) total number held in class: 13,265,883
(b) percentage held in class: 6.000%
(c) current registered holder(s): ANZ Custodial Services New Zealand Limited for 8,843,922
Shares and Central Securities Depository Limited for 4,421,961 Shares
(d) registered holder(s) once transfers are registered: SPV
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Details for BGH
By virtue of the deeming provision under section 237 of the Financial Markets Conduct Act, BGH is
deemed to have the same relevant interests as SPV set out above.
Co-operation agreement
On 14 June 2025, SPV and the Trouchet Shareholders entered into a co-operation and exclusivity
agreement (the Co-operation Agreement). Under the Co-operation Agreement, the parties have
agreed to work together to consider and, if applicable, negotiate and implement the potential
acquisition by SPV of all or a substantial part of the Shares or THL’s assets and business by way of

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a takeover offer under the Takeovers Code, a scheme of arrangement under Part 15 of the
Companies Act 1993 or other transaction structure.
Under the Co-operation Agreement, the Trouchet Shareholders have agreed not to sell their
Shares during the term of the Co-operation Agreement without the prior written consent of SPV
(and in certain other limited circumstances). The Co-operation Agreement terminates on the earlier
to occur of: (i) 14 December 2025; (ii) the date on which a scheme implementation agreement is
entered into; and (iii) the date the independent directors of Target unanimously recommend to
Target shareholders that they accept a takeover offer under the Takeovers Code, (iv) or earlier by
agreement in writing between SPV and the Trouchet Shareholders. Accordingly, SPV has the
power to procure that the Trouchet Shareholders (who in aggregate own 26,079,549 Shares) do
not dispose of those Shares during the term of the Co-operation Agreement.
A copy of the Co-operation Agreement is attached as Schedule 1 (15 pages).
Acquisition of shares
On 14 June 2025, SPV entered into:
• an agreement with ANZ New Zealand Investments Limited and ANZ Bank New Zealand
Limited (together ANZ) under which ANZ irrevocably committed to sell, and SPV irrevocably
agreed to purchase, 8,843,922 Shares on-market for an aggregate consideration of
NZ$20,341,020.60;
• an agreement with Accident Compensation Corporation (ACC) under which ACC irrevocably
committed to sell, and SPV irrevocably agreed to purchase, 4,421,961 Shares on-market for
an aggregate consideration of NZ$9,949,412.25; and
together the Agreements. A copy of each Agreement is attached in Schedule 2 (23 pages in
total).
The on-market trades contemplated in the Agreements are expected to take place on Monday, 16
June 2025, with settlement to occur on Wednesday, 18 June 2025.
Under each Agreement SPV has also agreed to top up the amount paid to the relevant
counterparty for the on-market acquisition of Shares by the difference (if any, and assuming the
difference is a positive number) between:
(a) the price per Share paid by SPV for the on-market acquisition (plus any brokerage fees or
any other transaction fees paid by SPV in respect of the on-market acquisition) (the Sale
Price); and
(b) the price per Share payable by SPV under any scheme of arrangement under Part 15 of the
Companies Act proposed by SPV or one of its related companies or associates in relation to
all of the Shares which is implemented, or full or partial takeover offer under the Takeovers
Code which is made by SPV or one of its related companies or associates and which is
declared unconditional, within 12 months after the date of the relevant Agreement,
multiplied by the number of Shares which are the subject of the relevant Agreement.

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Under each Agreement SPV has also agreed to top up the amount paid to the relevant
counterparty for the on-market acquisition of Shares by the difference (if any, and assuming the
difference is a positive number) between:
(a) the Sale Price; and
(b) the price per Share received by SPV (net of brokerage or transaction fees) under sale to a
third party occurring within 12 months of the date of the relevant Agreement under a
competing scheme of arrangement, a competing takeover offer, the compulsory acquisition
process under the Takeovers Code, an on-market sale or off-market sale,
multiplied by the number of Shares which are the subject of the relevant Agreement (or pro-rated in
respect of a sale of only some of SPV’s Shares).
Under the Agreement with ANZ, SPV has agreed that where it undertakes any on-market
acquisition of Shares from a third party that occurs within 20 business days after the date of the
ANZ Agreement, and the price per Share paid by SPV under any such acquisition (net of
brokerage and transaction fees) is more than 5 cents greater than the Sale Price, SPV will pay
ANZ the equivalent of the increment above the amount which is 5 cents greater than the Sale Price
in respect of half the number of Shares which are the subject of the Agreement between SPV and
ANZ.
SPV is wholly beneficially owned by the BGH Fund. The Manager is the manager or adviser to the
constituent entities of the BGH Fund. Accordingly, for the purposes of the relevant legislation, the
BGH Fund, the Manager and SPV are associates in respect of Shares held by SPV.
Additional information
Address(es) of substantial product holder(s): Level 26, 101 Collins Street, Melbourne VIC 3000,
Australia
Contact details: James Cooney, +64 9 916 8800, james.cooney@bellgully.com
Nature of connection between substantial product holders: As noted above, SPV is wholly
beneficially owned by the BGH Fund. The Manager is the manager or adviser to the constituent
entities of the BGH Fund.
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 products to which this
disclosure relates: Barmil Enterprises Pty Ltd as trustee for Lurk Investment Trust, Eastglo Pty Ltd
as trustee for the Trouchet Super Fund, KRLG Pty Ltd as trustee for the KL Trust, ACC and ANZ.
Certification
I, Hari Morfis, 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.

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Schedule 1
Co-operation and Exclusivity Agreement

Co-o p e r a t i o n a n d
E x c l u s i v i t y A g r e e m e n t

5382917 Limited
SPV
and
The entities listed in the Schedule
Trouchet Entities
Date 14 June 2025

DOC REF 34277091
Co-operation and Exclusivity Agreement
Contents
1. Definitions and interpretation .................................................................................... 1
2. Proposed transaction ................................................................................................. 4
3. Conduct of the Proposal ............................................................................................ 4
4. Exclusivity ................................................................................................................... 5
5. Standstill and other dealings ..................................................................................... 5
6. Withdrawal and termination ....................................................................................... 6
7. Confidentiality ............................................................................................................. 6
8. Warranties ................................................................................................................... 7
9. Relationship between the parties .............................................................................. 7
10. General ........................................................................................................................ 7

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This Co-operation and Exclusivity Agreement is made on 14 June 2025
between (1) 5382917 Limited (company number 9337729) (SPV); and
and (2) The entities listed in the Schedule (the Trouchet Entities).
Introduction
A. The Trouchet Entities own shares in Target.
B. The parties agree to work together to pursue and, if applicable, implement the Proposal.
C. This Agreement governs the relationship between the parties for the purposes of considering
and, if applicable, negotiating and implementing the Proposal.
It is agreed
1. Definitions and interpretation
1.1 Definitions
In this Agreement, unless the context otherwise requires:
Business Day is a day (other than a Saturday, Sunday or public holiday) that banks are
open for general banking business in Auckland, New Zealand, Brisbane, Australia and
Melbourne, Australia;
Companies Act means the Companies Act 1993;
Competing Proposal means an offer, proposal, expression of interest, transaction or
arrangement which is proposed by a Third Party pursuant to which a Third Party will, if the
offer, proposal, expression of interest, proposed transaction or arrangement is implemented:
(a) have a Relevant Interest in 10% or more of the Target Shares;
(b) acquire Control of Target or the Target Group; or
(c) directly or indirectly acquire, merge with, or acquire (or have the right to so merge with
or acquire) a significant economic interest in Target or all or a significant part of the
business of the Target Group, whether by way of takeover offer, scheme of
arrangement, shareholder approved acquisition or allotment, capital reduction, share
buy-back, sale or purchase of a significant or material part of the assets, joint venture,
reverse takeover, dual-listed company structure, recapitalisation, establishment of a
new holding company for the Target Group or other synthetic merger or any other
transaction or arrangement,
or would otherwise cause the Proposal to not proceed;
Confidential Information has the meaning given to that term in clause 7;
Control means, in relation to a person (the “relevant person”) and one or more other
persons, where those one or more persons, directly or indirectly, whether by the legal or
beneficial ownership of shares, securities or other equity, the possession of voting power, by
contract, trust, or otherwise:

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(a) has the power to appoint or remove the majority of the members of the governing
body of the relevant person;
(b) controls, or has the power to control, the affairs or policies of the relevant person; or
(c) is in a position to derive more than 50% of the economic benefit of the existence or
activities of the relevant person,
and Controlled has a corresponding meaning;
Derivative means any agreement or arrangement which has an economic effect which is
equivalent or substantially similar to the acquisition, holding or disposition of financial
products (including, physically-settled derivatives, cash-settled derivatives, swaps and
contracts for difference);
Exclusivity Period means the period commencing on the date of this Agreement and
ending on the earlier of:
(a) 5.00pm on 14 December 2025 (or such other date that the parties may agree in
writing);
(b) the date on which the Scheme Implementation Agreement is entered into; and
(c) the date on which the independent directors of Target unanimously recommend to
Target shareholders that they accept an Offer made in relation to the Proposal
(provided that such recommendation may be subject to (A) the independent adviser’s
report concluding, and continuing to conclude, that the Offer price is within or above
the independent adviser’s valuation range for the Target shares; and (B) there being
no superior proposal);
FMCA means the Financial Markets Conduct Act 2013;
Offer has the meaning given to that term in the Takeovers Code;
Proposal means the potential acquisition by SPV of all or a substantial part of the Target
Shares or Target’s assets and business by way of a takeover offer under the Takeovers
Code, a scheme of arrangement under Part 15 of the Companies Act or other transaction
structure;
Related Company has the meaning given to it in section 2(3) of the Companies Act
provided that, for the purposes of this Agreement a reference to “company” in that section
refers to any body corporate notwithstanding its jurisdiction of incorporation;
Related Party means, in relation to a company or body corporate:
(a) a Related Company of that company or body corporate;
(b) any person which Controls that company or body corporate, is Controlled by that
company or body corporate, or is Controlled by the same person which Controls that
company or body corporate;
(c) in relation to the Trouchet Entities only, includes Luke Trouchet and Karl Trouchet;
and
(d) in relation to SPV only, includes the constituent entities comprising BGH Capital Fund
II;

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Relevant Interest has the meaning given to that term in the FMCA;
Representatives means, in relation to a party:
(a) the directors, officers, members and employees of that party and its Related Parties;
and
(b) the agents and advisers of that party (or its Related Parties), but only to the extent
acting in that capacity and on the instruction of that party (or its Related Parties) in
accordance with its engagement terms, in connection with the Proposal (other than
common consortium advisers or agents engaged by the parties in connection with the
Proposal);
Scheme Implementation Agreement means the agreement or deed (as the case may be)
between Target and SPV pursuant to which Target will be acquired via a scheme of
arrangement under Part 15 of the Companies Act;
Takeovers Code means the takeovers code approved in the Takeovers Code Approval
Order 2000 (SR 2000/210) as amended, including by any applicable exemption granted by
the Takeovers Panel under the Takeovers Act 1993;
Takeovers Panel means the Takeovers Panel established by the Takeovers Act 1993;
Target means Tourism Holdings Limited;
Target Group means Target and each of its subsidiaries;
Target Shares means fully paid ordinary shares in the capital of Target;
Third Party means a person other than a party or any of its Related Parties;
Transaction Documents means all material documentation in relation to implementation of
the Proposal, including any Scheme Implementation Agreement, any offer document (as that
term is defined in the Takeovers Code), any voting or lock-up agreement, any shareholders’
agreement among the parties in relation to Target, SPV or a Related Company of SPV and
any financing agreements; and
Trouchet Shares means the Target Shares held by Trouchet Entities as set out in the
Schedule.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) headings are inserted for convenience only and are to be ignored in construing this
Agreement;
(b) a reference to a statute includes all regulations under and amendments to that statute
and any enactment passed in substitution for that statute or incorporating any of its
provisions to the extent that they are incorporated;
(c) the singular includes the plural and vice versa, and a gender includes each other
gender;
(d) if a word or phrase is defined, other grammatical forms of that word have a
corresponding meaning;

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(e) voting rights has the meaning given to it in the Takeovers Code;
(f) the expression person includes an individual, the estate of an individual, a
corporation, an authority, an association or a joint venture (whether incorporated or
unincorporated), a partnership and a trust;
(g) subsidiary means a subsidiary as defined in sections 5 to 8 of the Companies Act;
(h) holding company means a holding company as defined in section 5 of the
Companies Act;
(i) wherever the words includes or including are used in this Agreement, they are
deemed to be followed by the words “without limitation”;
(j) references to a party include that party’s successors and permitted assigns;
(k) a reference to any document or instrument includes any variation or replacement of it;
and
(l) nothing is to be construed adversely to a party just because that party put forward this
Agreement or the relevant part of this Agreement.
2. Proposed transaction
2.1 Proposed transaction
(a) The parties agree to work together on the terms set out in this Agreement to consider,
negotiate and implement the Proposal.
(b) This Agreement governs the relationship between parties for the purposes of
considering and progressing the Proposal.
3. Conduct of the Proposal
3.1 Conduct of the Proposal
Except to the extent otherwise agreed:
(a) SPV will lead discussions and negotiations with Target in relation to the Proposal
(which, for the avoidance of doubt, includes discussions and negotiations in relation to
any Scheme Implementation Agreement or any Offer);
(b) SPV will consult with the Trouchet Entities in respect of all fundamental matters and
material decisions relating to the Proposal and the Transaction Documents (including
consideration, any non-standard conditions, overall timetable, the waiver of any
conditions, any response to any competing proposal under any Scheme
Implementation Agreement and the exercise of any termination right);
(c) SPV will make all material decisions in relation to the Proposal (before and after any
Scheme Implementation Agreement is entered into or any Offer is made); and
(d) each party will keep the other parties promptly informed of any information received
from Target that is material to its consideration or negotiations in relation to the
Proposal.

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5
3.2 No ability to bind
No party may legally bind any other party.
4. Exclusivity
4.1 Exclusivity
During the Exclusivity Period, each of the Trouchet Entities undertakes to SPV that it will not,
and must ensure that its Related Parties and Representatives (alone or acting in concert with
any Third Party) do not, directly or indirectly, except with the prior written consent of SPV:
(a) enter into any agreement, arrangement or understanding (including participating in
any consortium, joint bidding structure and other structure) in relation to an actual,
proposed or potential Competing Proposal;
(b) be involved in a Competing Proposal (including agreeing to roll an existing interest in
Target Shares into a Competing Proposal);
(c) accept in respect of, sell or agree to sell any of, its Target Shares to a Third Party
proposing or making a Competing Proposal;
(d) make any public statement that it will accept or propose to accept a Competing
Proposal; or
(e) take any step, or do any act, matter or thing, directly or indirectly which is intentionally
designed to frustrate the Proposal (provided that, to avoid doubt, the giving of notice
under clause 6.1(a) shall be deemed not to be an act intentionally designed to
frustrate the Proposal).
5. Standstill and other dealings
5.1 Standstill
(a) Subject to clause 5.1(b), during the Exclusivity Period, each of the Trouchet Entities
undertakes to SPV that it will not, and must ensure that its Related Parties and
Representatives (alone or acting in concert with any Third Party) do not:
(i) directly or indirectly sell, assign, transfer or otherwise dispose of a Relevant
Interest in any Target Shares;
(ii) increase its Relevant Interest in any Target Shares;
(iii) enter into any Derivative in respect of Target Shares; or
(iv) aid, abet, counsel, assist, facilitate or induce any other person in doing, or publicly
announce that it will do, any of the things mentioned in this clause 5.1(a).
(b) For the avoidance of doubt, nothing in clause 5.1(a) prevents:
(i) any of the Trouchet Entities (or any of their Related Parties or Representatives)
from taking any steps to implement the Proposal;
(ii) any of the Trouchet Entities (or any of their Related Parties or Representatives)
acquiring or disposing of a Relevant Interest in Target Shares as a result of:

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(A) acceptances of the Proposal or implementation of the Proposal; or
(B) the terms of this Agreement; or
(iii) any action taken with the prior written consent of SPV.
6. Withdrawal and termination
6.1 Termination and withdrawal
(a) This Agreement terminates automatically at the end of the Exclusivity Period (or
earlier by agreement in writing between SPV and the Trouchet Entities).
(b) On and from termination of this Agreement, other than as set out in clause 6.2:
(i) this Agreement will become void and of no further effect; and
(ii) the parties will cease to have any rights or obligations under this Agreement.
6.2 Rights and obligations surviving termination and withdrawal
Any claim that a party has against another party at the time of termination in respect of a
breach of obligations under this Agreement prior to the time of termination, survives the
termination of this Agreement under clause 6.1(a).
7. Confidentiality
(a) In this Agreement, Confidential Information means this Agreement, the Transaction
Documents, the status of negotiations (and any other agreements) with Target and
between the parties and any confidential information provided by one party to another
or to any person but excludes any information that:
(i) at the time it was provided to the party, was lawfully in the possession of the
party and without breach of any duty or obligation; or
(ii) has been provided to the party but subsequently, through no act or omission of
the party (or any person to whom it discloses that information) becomes
available from another source and is not subject to any duty or obligation as to
confidence.
(b) Each party must keep confidential and must not disclose, and must procure that its
Related Parties and its Representatives keep confidential and do not disclose the
Confidential Information except:
(i) with the prior written consent of the other parties;
(ii) where the information is in or has come into the public domain other than due to
a breach of any obligation of confidentiality owed by that party;
(iii) to the extent required by any applicable law, order or rule of any court or
government agency or the rules of a recognised stock exchange provided that
before a party makes any disclosure under this clause 7.1(b)(iii), it must, to the
extent practicable having regard to the required timing of the disclosure, consult
in good faith with the other parties as to the need for and form of that disclosure;
or

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(iv) to a Representative of that party and of its Related Parties and related trusts
and to a prospective debt or equity financing provider in connection with the
Proposal, in each case on a need to know basis and where those persons
undertake to keep information disclosed confidential or are otherwise bound by
or subject to a similar confidentiality obligation.
8. Warranties
8.1 Mutual warranties
Each party represents and warrants to the others that, as at the date of this Agreement:
(a) it is duly incorporated under the laws of the place of its incorporation;
(b) it has the power and authority to sign this Agreement and perform and observe all its
terms;
(c) this Agreement has been duly executed and is a legal valid and binding agreement
enforceable against it in accordance with its terms; and
(d) it is not bound by any contract which may restrict its right or ability to enter into or
perform this Agreement.
9. Relationship between the parties
9.1 No partnership or joint venture
(a) Nothing in this Agreement will be construed as giving rise to a partnership, joint
venture, fiduciary relationship or agency relationship between the parties.
(b) No party may act as the agent of, assume any obligation or responsibility on behalf of
any other party or in any way bind or pledge the credit of any other party.
9.2 No control over voting rights
Notwithstanding any other provision of this Agreement, nothing in this Agreement or any
other document contemplated by or entered into to give effect to this Agreement, confers on
SPV the ability or right to hold or control (as defined in the Takeovers Code) the voting rights
or any other rights attaching to the Trouchet Shares.
10. General
10.1 Notices
How notice to be given
Each communication (including each notice, consent, approval, request and demand) under
or in connection with this Agreement:
(a) must be in writing;
(b) must be addressed as follows (or as otherwise notified by that party to each other
party from time to time):

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(i) if to SPV:
Address: Level 26, 101 Collins Street, Melbourne VIC 3000
Email: hmorfis@bghcapital.com
For the attention of: Hari Morfis
(ii) if to the Trouchet Entities:
Address: 24 Balmoral Terrace, East Brisbane, QLD 4169
Email: luketrouchet@icloud.com
For the attention of: Luke Trouchet
(c) must be signed by the party making it or (on that party's behalf) by the solicitor for, or
any attorney, director, secretary or authorised agent of, that party; and
(d) must be delivered by hand or sent by email to the address, in accordance with clause
10.1(b).
When notice take to be received
Each communication (including each notice, consent, approval, request and demand) under
or in connection with this Agreement is taken to be received by the addressee:
(a) (in the case of email):
(i) when the sender receives an automated message confirming delivery; or
(ii) if later, two hours after the time sent (as recorded on the device from which the
sender sent the email) unless the sender receives an automated message that
the email has not been delivered; and
(b) (in the case of delivery by hand) on delivery,
but if the communication is taken to be received (in the place of receipt) on a day that is not
a Business Day or after 5.00 pm, it is taken to be received at 9.00 am on the next Business
Day.
Notice by SPV to the Trouchet Entities
A notice by SPV to the Trouchet Entities in accordance with this clause 10.1 shall be
deemed to be notice to all Trouchet Entities, and shall be deemed to be received by all such
persons at the same time as provided for in this clause 10.1.
10.2 Entire agreement
This Agreement contains the entire agreement and understanding of the parties and
supersedes all prior oral or written agreements, understandings or arrangements relating to
its subject matter.

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10.3 Amendment
This Agreement cannot be amended, modified, varied or supplemented except in writing
signed by the parties.
10.4 Assignment
This Agreement is binding on, and continues for the benefit of, the parties and their
respective successors and permitted assignees or transferees. No party can assign or
otherwise transfer the benefit of this Agreement without the prior written consent of the other
parties.
10.5 Specific performance
Each party acknowledges that, in the event of any breach or threatened breach of this
Agreement by a party (the “first party”), damages may not be an adequate remedy and any
other party (each a “non-breaching party”) may seek specific performance of the terms of
this Agreement or injunctive relief or any other similar remedy, in addition to any other
remedies available at law or in equity under or independently of this Agreement. In any
proceeding brought by the non-breaching party seeking such equitable relief for a breach or
threatened breach of this Agreement, the first party must not claim that the breach or
threatened breach is one which may not, or ought not to be, the subject of equitable relief.
10.6 Severability
If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any
reason, the relevant provision is to be deemed to be modified to the extent necessary to
remedy such unenforceability, illegality or invalidity or, if this is not possible, then such
provision must be severed from this Agreement, without affecting the enforceability, legality
or validity of any other provision of this Agreement.
10.7 Further assurances
Each party must promptly do all further acts and execute and deliver all further documents
(in form and content reasonably satisfactory to that party) required by law or reasonably
requested by another party to give effect to this Agreement.
10.8 Future obligations
For the avoidance of doubt, nothing in this Agreement requires any of the parties to enter
into (or agree to enter into) the Scheme Implementation Agreement or to give a takeover
notice (or agree to give a takeover notice) in respect of the Target Shares.
10.9 No waiver
No failure or delay on the part of any party to exercise any right or remedy under this
Agreement is a waiver of such right or remedy nor does any single or partial exercise of any
right or remedy under this Agreement preclude the exercise of any other right or remedy or
preclude the further exercise of such right or remedy as the case may be. The rights and
remedies provided in this Agreement are cumulative and are not exclusive of any rights or
remedies provided by law.
10.10 Compliance with law
Nothing in this Agreement will require any party to do any act or thing in contravention of the
Takeovers Code, the Companies Act or the FMCA.

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10.11 Counterparts
This Agreement may be signed in any number of counterparts (included by scanned PDF) all
of which, when taken together, constitute one and the same instrument.
10.12 Governing law
This Agreement is governed by, and must be construed in accordance with, the laws of
New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of
New Zealand.

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Execution
Executed as an agreement.

5382917 Limited by:


Director / Authorised signatory

Sir Ralph Norris

Print Name

Barmil Enterprises Pty Ltd as
trustee for Lurk Investment Trust by:

Director
Print Name

Eastglo Pty Ltd as trustee for the
Trouchet Super Fund by:

Director
Print Name

KRLG Pty Ltd as trustee for the KL
Trust by:

Director
Print Name

DOC REF 29661712_2
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Execution
Executed as an agreement.

5382917 Limited by:
Director / Authorised signatory
Print Name

Barmil Enterprises Pty Ltd as
trustee for Lurk Investment Trust by:

Director
Print Name

Eastglo Pty Ltd as trustee for the
Trouchet Super Fund by:

Director
Print Name

KRLG Pty Ltd as trustee for the KL
Trust by:

Director
Print Name

DOC REF 29661712_2
Co-operation and Exclusivity Agreement
2
Schedule – Trouchet Entities
Entity
Number of Target Shares
Barmil Enterprises Pty Ltd as trustee for Lurk
Investment Trust
25,653,539
Eastglo Pty Ltd as trustee for the Trouchet Super
Fund
231,366
KRLG Pty Ltd as trustee for the KL Trust 194,644

34380288
6
Schedule 2
Escalator Agreements

www.bellgully.com




E s c a l a t o r A g r e e m e n t
relating to
shares in Tourism Holdings Limited
The shareholder named in the Schedule to this Agreement
Shareholder
and
5382917 Limited
SPV
Date 14 June 2025

34162430_2
This Agreement is made on 14 June 2025
between (1) The shareholder named in the Schedule to this Agreement
(Shareholder)
and (2) 5382917 Limited (SPV)
Introduction
A. The Shareholder has agreed to sell, and SPV has agreed to purchase, the Sale Shares
through an on-market transfer on NZX between the parties on 16 June 2025 (the Sale).
B. As part of the consideration for the Sale, SPV has agreed to pay a Top Up Amount and/or a
Matching Amount to the Shareholder in certain circumstances.
C. This Agreement sets out the terms and conditions on which SPV has agreed to pay the Top
Up Amount and a Matching Amount to the Shareholder.
It is agreed
1. Definitions and interpretation
1.1 Definitions
In this Agreement, unless the context otherwise requires:
Associate has the meaning given to it in the Takeovers Code;
Bidder means:
(a) in the case of a Scheme, the promoter of the Scheme; or
(b) in the case of a Takeover Offer, the offeror of the Takeover Offer,
in each case being either SPV or a Related Company or Associate of SPV;
Business Day means a day (other than a Saturday, Sunday or public holiday) on which
banks are open for general banking business in Auckland, New Zealand;
Companies Act means the Companies Act 1993;
Company means Tourism Holdings Limited;
Consideration means, in relation to each Sale Share, the aggregate of:
(a) the Sale Price;
(b) any Top Up Amounts divided by the number of the Sale Shares; and
(c) any Matching Amounts divided by the number of the Sale Shares;

34162430_2
Matching Amount has the meaning given to it in clause 5(b);
Matching Amount Acquisition has the meaning given to it in clause 5(a);
On-Market means an acquisition of Shares that is traded on, or reported through, the trading
system operated by NZX Limited or ASX Limited;
Other Shares means all of the Shares from time to time held or controlled by the
Shareholder other than the Sale Shares, including any Shares acquired by the Shareholder
after the date of this Agreement;
Premium Sale has the meaning given to it in clause 3.2(b);
Premium Sale Price means the price per Share, in cash in New Zealand dollars, received
by SPV (net of any brokerage fees or any other transaction fees (on a per Share basis))
under a Premium Sale;
Qualifying Sale has the meaning given to it in clause 3.2(a);
Related Company has the meaning given to it in section 2(3) of the Companies Act
provided that for the purposes of this Agreement a reference to “company” in that section
refers to any body corporate notwithstanding its jurisdiction of incorporation;
Relevant Transaction Price means the SPV Control Transaction Price or the relevant
Premium Sale Price (as applicable);
Sale has the meaning given to it in paragraph A of the Introduction;
Sale Price means the price per Share set out in the second column of the third row of the
Schedule to this Agreement, plus any brokerage fees or any other transaction fees (on a per
Sale Share basis) paid by SPV in respect of the acquisition of the Sale Shares;
Sale Shares means the number of Shares set out in the second column of the second row
of the Schedule to this Agreement;
Scheme has the meaning given to it in clause 3.1(a)(i);
Share means an ordinary share in the Company;
SIA has the meaning given to it in clause 3.1(a)(i);
SPV Control Transaction Price means the price per Share, in cash in New Zealand dollars,
payable by the Bidder under the Scheme or the Takeover Offer, as the case may be;
Takeover Offer has the meaning given to it in clause 3.1(b)(i);
Takeovers Code means the takeovers code set out in the schedule to the Takeovers
Regulations 2000 (SR2000/210), as amended by any applicable exemption granted by the
Takeovers Panel under the Takeovers Act 1993;
Third Party means a person other than SPV or any of SPV’s Related Companies,
shareholders, affiliates or Associates; and
Top Up Amount has the meaning given to it in clause 4.

34162430_2
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) references to dates and times are to dates and times in New Zealand;
(b) references to currency are to New Zealand currency;
(c) headings are for convenience only and do not affect interpretation;
(d) a reference to a statute or other law is a reference to a New Zealand statute or other
law and includes regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them;
(e) a reference to any document or agreement (including this Agreement) is to that
document or agreement as amended, varied, supplemented, novated or replaced from
time to time;
(f) no term of this Agreement will be construed adversely to a party solely on the ground
that the party was responsible for the preparation of this Agreement or a provision of
it; and
(g) a reference to “including” means “including but not limited to” and “include” and
“includes” have corresponding meanings.
2. Commitment to execute Sale
2.1 Irrevocable undertaking
The Shareholder irrevocably undertakes to sell, and SPV irrevocably undertakes to
purchase, the Sale Shares through an on-market transfer on NZX between the parties on 16
June 2025.
2.2 Further actions
Each party agrees to take any steps necessary to give effect to its undertaking under clause
2.1.
3. Payment of Top Up Amount
3.1 SPV control transaction
(a) If within 12 months of the date of this Agreement:
(i) SPV or one of its Related Companies or Associates enters into a scheme
implementation agreement (SIA) with the Company to implement a scheme of
arrangement under Part 15 of the Companies Act in relation to the acquisition
by that party (or its nominee) of all of the Shares (Scheme);
(ii) the SPV Control Transaction Price for the Scheme is greater than the Sale
Price; and
(iii) the Scheme is implemented in accordance with the SIA,

34162430_2
then SPV will pay (or procure the payment of) the Top Up Amount to the Shareholder
within five Business Days after the date on which the Scheme is implemented in
accordance with its terms.
(b) If within 12 months of the date of this Agreement:
(i) SPV or one of its Related Companies or Associates gives a notice under rule
41 of the Takeovers Code of its intention to make a takeover offer for all or part
of the equity securities in the Company (Takeover Offer);
(ii) the SPV Control Transaction Price for the Takeover Offer is greater than the
Sale Price; and
(iii) the Takeover Offer is declared unconditional in all respects in accordance with
rule 49C(3) of the Takeovers Code,
then SPV will pay (or procure the payment of) the Top Up Amount to the Shareholder
within five Business Days after the date on which the Takeover Offer is declared
unconditional in all respects.
3.2 Premium Sale
If within 12 months of the date of this Agreement:
(a) SPV sells any Shares to a Third Party under a competing scheme of arrangement
under Part 15 of the Companies Act, a competing takeover offer under the Takeovers
Code, the compulsory acquisition process under the Takeovers Code, an on-market
sale or an off-market sale (a Qualifying Sale); and
(b) the Premium Sale Price under the Qualifying Sale is greater than the Sale Price (a
Premium Sale),
then SPV will pay (or procure the payment of) the Top Up Amount to the Shareholder within
five Business Days after the date SPV receives the consideration for that Premium Sale.
3.3 General
(a) Any Top Up Amount and any Matching Amount payable to the Shareholder by SPV
(or by the Bidder or any other party following procurement by SPV) is agreed by the
parties to be additional consideration paid by SPV for the Sale Shares.
(b) Notwithstanding any other provision of this Agreement:
(i) if a Top Up Amount is paid by SPV under clause 3.2 and a Top Up Amount
subsequently becomes payable by SPV under clause 3.1, then the Top Up
Amount payable by SPV under clause 3.1 will be reduced by an amount equal
to the aggregate of any such Top Up Amounts the Shareholder has been paid
by SPV under clause 3.2; and
(ii) except to the extent that clause 4(c) applies, a Top Up Amount is not payable in
any circumstances where it would result in a Top Up Amount being payable in
respect of more than the number of the Sale Shares (including where the
aggregate proportion for Premium Sales where clause 4(d) applies has reached
100%).
(c) If within 12 months of the date of this Agreement SPV transfers the Sale Shares to
one or more of its Related Companies, shareholders, affiliates or Associates, then

34162430_2
references in clauses 3.2 and 4 to SPV are to be read as a reference to such
transferee or transferees in order to give effect to the intention of this Agreement.
(d) For the purposes of the financial arrangements rules in the Income Tax Act 2007, if a
Top Up Amount or a Matching Amount is payable under this Agreement, the parties
agree that:
(i) the Consideration is the lowest price (within the meaning of section EW 32 of
the Income Tax Act 2007) that would have been agreed for the transfer of each
Sale Share, on the date this Agreement was entered into, if payment had been
required in full at the time the first right in each of the Sale Shares was
transferred;
(ii) the Consideration is the value of each Sale Share; and
(iii) they will compute their taxable income for the relevant period on the basis that
the Consideration for each Sale Share includes no capitalised interest, and will
file their tax returns accordingly.
4. Calculating the Top Up Amount
(a) Subject to clauses 4(b), 4(c) and 4(d), the Top Up Amount is the amount calculated
in accordance with the following formula:
SS x (RTP – SP)
where:
SS is:
(i) where clause 3.1 applies, the number of Sale Shares;
(ii) where clause 3.2 applies, the number of Sale Shares held by SPV that are sold
under that Premium Sale;
RTP is the Relevant Transaction Price; and
SP is (A) the Sale Price plus (B) the aggregate of any Matching Amounts paid under
clause 5(a) divided by the number of Sale Shares.
(b) The parties agree that if the amount calculated under clause 4(a) is a negative
amount, then the Top Up Amount will be zero and no amount will be payable to the
Shareholder under clause 3.
(c) If the Shares are subdivided or consolidated (or there is any other similar
proportionate capital reconstruction) during the period commencing on the date of this
Agreement and ending on:
(i) in relation to a Scheme, the date on which the Scheme is implemented in
accordance with the SIA; or
(ii) in relation to a Takeover Offer, the date on which the Takeover Offer is
declared unconditional in all respects in accordance with rule 49C(3) of the
Takeovers Code; or
(iii) in relation to a Premium Sale, the date of completion of that sale,

34162430_2
then the Top Up Amount will be adjusted as appropriate to take account of that
subdivision or consolidation (or other similar proportionate capital reconstruction) of
the Shares in order to give effect to the intention of this clause 4.
(d) For the purposes of limb (ii) of the definition of “SS”, if the number of Shares that SPV
sells under that Premium Sale is less than the total number of Shares that SPV holds
on the date which is 15 Business Days after the date of this Agreement, then “SS” will
be (A) the number of Sale Shares multiplied by (B) the proportion that the number of
Shares that SPV sells under that Premium Sale reflects of the total number of Shares
that SPV holds on the date which is 15 Business Days after the date of this
Agreement.
5. Matching top-up
(a) If, within 20 Business Days after the date of this Agreement, SPV acquires from any
Third Party any Shares On-Market at a price per Share (net of any brokerage fees or
any other transaction fees) which is more than 5 cents above the Sale Price (a
Matching Amount Acquisition), then SPV will pay (or procure the payment of) the
Matching Amount to the Shareholder within five Business Days after the date on which
SPV acquires those Shares.
(b) Subject to clauses 5(c) and 5(d), the Matching Amount is the amount calculated in
accordance with the following formula:
N x (OMP – TP)
where:
N is the number of the Sale Shares divided by two;
OMP is the price per Share paid by SPV (net of any brokerage fees or any other
transaction fees) under the relevant Matching Amount Acquisition; and
TP is (A) Sale Price plus 5 cents, plus (B) the aggregate of any prior paid Matching
Amounts paid under clause 5(a) divided by half the number of Sale Shares.
(c) If the amount calculated in accordance with the formula set out in clause 5(b) is a
negative number, then the Matching Amount will be zero and no amount will be
payable under clause 5(a) in respect of that Matching Amount Acquisition.
(d) If the Shares are subdivided or consolidated (or there is any other similar
proportionate capital reconstruction) during the period commencing on the date of this
Agreement and ending on the date of completion of the relevant Matching Amount
Acquisition, then the Matching Amount will be adjusted as appropriate to take account
of that subdivision or consolidation (or other similar proportionate capital
reconstruction) of the Shares in order to give effect to the intention of this clause 5.
6. Acknowledgements
The parties acknowledge that:
(a) there is no agreement, arrangement or understanding between them (legal, moral or
otherwise) relating to any of the Other Shares;

34162430_2
(b) other than this Agreement, there is no on-going agreement, arrangement or
understanding between them (legal, moral or otherwise), whether relating to the
Company or otherwise;
(c) the Shareholder may exercise and/or control the exercise of all voting rights (as
defined in the Takeovers Code) attached to the Other Shares in whatever manner it
sees fit;
(d) nothing in this Agreement will confer on SPV (or any other party) the ability, or right, to
hold or control (as defined in the Takeovers Code) any voting rights attaching to any of
the Other Shares, and SPV has no control whatsoever over any of those voting rights;
(e) the Shareholder is free to sell or dispose of any of the Other Shares in whatever
manner, and at whatever time, it sees fit (subject to applicable insider trading law);
and
(f) SPV and the Shareholder are not acting jointly or in concert.
7. Termination
The obligations of SPV under this Agreement will automatically terminate, and the terms of
this Agreement will be of no force or effect, upon SPV paying a Top Up Amount to the
Shareholder under clause 3.1.
8. General
8.1 Variation
This Agreement may only be varied in writing signed by the parties.
8.2 No assignment
No party will, directly or indirectly, assign, transfer or otherwise dispose of any rights or
interests of that party in, or obligations or liabilities under, this Agreement without the written
consent of the other.
8.3 Costs
The parties will each bear their own costs and expenses incurred in connection with the
preparation, negotiation and implementation of this Agreement and any documentation
pertaining hereto.
8.4 Entire agreement
This Agreement, and the contract note dated on or about the date of this Agreement relating
to the Sale, constitute the entire agreement and understanding (express and implied)
between the parties relating to the Sale and supersedes and cancels all previous
agreements and understandings between the parties relating thereto, whether written or oral.
8.5 Counterparts
This Agreement may be signed in two or more counterparts (including scanned copies), all of
which when taken together shall constitute one and the same instrument and a binding and
enforceable agreement between the parties.

34162430_2
8.6 Governing law
This Agreement shall be governed by, and construed in accordance with, New Zealand law,
and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

34162430_2
Execution
Executed as an agreement.

SIGNED on behalf of 5382917
Limited by:


Director / Authorised signatory

Sir Ralph Norris

Print name

SIGNED on behalf of ANZ New
Zealand Investments Limited by:

Director / Authorised signatory
Print name

SIGNED on behalf of ANZ Bank New
Zealand Limited by:

Director / Authorised signatory
Print name

34162430_2
Execution
Executed as an agreement.

SIGNED on behalf of 5382917
Limited by:

Director / Authorised signatory
Print name

SIGNED on behalf of ANZ New
Zealand Investments Limited by:

Director / Authorised signatory
Print name

SIGNED on behalf of ANZ Bank New
Zealand Limited by:

Director / Authorised signatory
Print name
George Crosby, Chief Investment Officer
George Crosby, Chief Investment Officer

34162430_2
Schedule
Name of shareholder: ANZ New Zealand Investments
Limited and ANZ Bank New Zealand
Limited (together, the Shareholder)
Number of Shares: 8,843,922
Sale Price (before any
brokerage fees or any other
transaction fees paid by SPV in
respect of the acquisition of the
Sale Shares):
NZ$2.30

www.bellgully.com




E s c a l a t o r A g r e e m e n t
relating to
shares in Tourism Holdings Limited
The shareholder named in the Schedule to this Agreement
Shareholder
and
5382917 Limited
SPV
Date 14 June 2025

34162430_2
This Agreement is made on 14 June 2025
between (1) The shareholder named in the Schedule to this Agreement
(Shareholder)
and (2) 5382917 Limited (SPV)
Introduction
A. The Shareholder has agreed to sell, and SPV has agreed to purchase, the Sale Shares
through an on-market transfer on NZX between the parties on 16 June 2025 (the Sale).
B. As part of the consideration for the Sale, SPV has agreed to pay a Top Up Amount to the
Shareholder in certain circumstances.
C. This Agreement sets out the terms and conditions on which SPV has agreed to pay the Top
Up Amount to the Shareholder.
It is agreed
1. Definitions and interpretation
1.1 Definitions
In this Agreement, unless the context otherwise requires:
Associate has the meaning given to it in the Takeovers Code;
Bidder means:
(a) in the case of a Scheme, the promoter of the Scheme; or
(b) in the case of a Takeover Offer, the offeror of the Takeover Offer,
in each case being either SPV or a Related Company or Associate of SPV;
Business Day means a day (other than a Saturday, Sunday or public holiday) on which
banks are open for general banking business in Auckland, New Zealand;
Companies Act means the Companies Act 1993;
Company means Tourism Holdings Limited;
Consideration means, in relation to each Sale Share, the aggregate of:
(a) the Sale Price; and
(b) any Top Up Amounts divided by the number of the Sale Shares;

34162430_2
Other Shares means all of the Shares from time to time held or controlled by the
Shareholder other than the Sale Shares, including any Shares acquired by the Shareholder
after the date of this Agreement;
Premium Sale has the meaning given to it in clause 3.2(b);
Premium Sale Price means the price per Share, in cash in New Zealand dollars, received
by SPV (net of any brokerage fees or any other transaction fees (on a per Share basis))
under a Premium Sale;
Qualifying Sale has the meaning given to it in clause 3.2(a);
Related Company has the meaning given to it in section 2(3) of the Companies Act
provided that for the purposes of this Agreement a reference to “company” in that section
refers to any body corporate notwithstanding its jurisdiction of incorporation;
Relevant Transaction Price means the SPV Control Transaction Price or the relevant
Premium Sale Price (as applicable);
Sale has the meaning given to it in paragraph A of the Introduction;
Sale Price means the price per Share set out in the second column of the third row of the
Schedule to this Agreement, plus any brokerage fees or any other transaction fees (on a per
Sale Share basis) paid by SPV in respect of the acquisition of the Sale Shares;
Sale Shares means the number of Shares set out in the second column of the second row
of the Schedule to this Agreement;
Scheme has the meaning given to it in clause 3.1(a)(i);
Share means an ordinary share in the Company;
SIA has the meaning given to it in clause 3.1(a)(i);
SPV Control Transaction Price means the price per Share, in cash in New Zealand dollars,
payable by the Bidder under the Scheme or the Takeover Offer, as the case may be;
Takeover Offer has the meaning given to it in clause 3.1(b)(i);
Takeovers Code means the takeovers code set out in the schedule to the Takeovers
Regulations 2000 (SR2000/210), as amended by any applicable exemption granted by the
Takeovers Panel under the Takeovers Act 1993;
Third Party means a person other than SPV or any of SPV’s Related Companies,
shareholders, affiliates or Associates; and
Top Up Amount has the meaning given to it in clause 4.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) references to dates and times are to dates and times in New Zealand;
(b) references to currency are to New Zealand currency;

34162430_2
(c) headings are for convenience only and do not affect interpretation;
(d) a reference to a statute or other law is a reference to a New Zealand statute or other
law and includes regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them;
(e) a reference to any document or agreement (including this Agreement) is to that
document or agreement as amended, varied, supplemented, novated or replaced from
time to time;
(f) no term of this Agreement will be construed adversely to a party solely on the ground
that the party was responsible for the preparation of this Agreement or a provision of
it; and
(g) a reference to “including” means “including but not limited to” and “include” and
“includes” have corresponding meanings.
2. Commitment to execute Sale
2.1 Irrevocable undertaking
The Shareholder irrevocably undertakes to sell, and SPV irrevocably undertakes to
purchase, the Sale Shares through an on-market transfer on NZX between the parties on 16
June 2025.
2.2 Further actions
Each party agrees to take any steps necessary to give effect to its undertaking under clause
2.1.
3. Payment of Top Up Amount
3.1 SPV control transaction
(a) If within 12 months of the date of this Agreement:
(i) SPV or one of its Related Companies or Associates enters into a scheme
implementation agreement (SIA) with the Company to implement a scheme of
arrangement under Part 15 of the Companies Act in relation to the acquisition
by that party (or its nominee) of all of the Shares (Scheme);
(ii) the SPV Control Transaction Price for the Scheme is greater than the Sale
Price; and
(iii) the Scheme is implemented in accordance with the SIA,
then SPV will pay (or procure the payment of) the Top Up Amount to the Shareholder
within five Business Days after the date on which the Scheme is implemented in
accordance with its terms.
(b) If within 12 months of the date of this Agreement:
(i) SPV or one of its Related Companies or Associates gives a notice under rule
41 of the Takeovers Code of its intention to make a takeover offer for all or part
of the equity securities in the Company (Takeover Offer);

34162430_2
(ii) the SPV Control Transaction Price for the Takeover Offer is greater than the
Sale Price; and
(iii) the Takeover Offer is declared unconditional in all respects in accordance with
rule 49C(3) of the Takeovers Code,
then SPV will pay (or procure the payment of) the Top Up Amount to the Shareholder
within five Business Days after the date on which the Takeover Offer is declared
unconditional in all respects.
3.2 Premium Sale
If within 12 months of the date of this Agreement:
(a) SPV sells any Shares to a Third Party under a competing scheme of arrangement
under Part 15 of the Companies Act, a competing takeover offer under the Takeovers
Code, the compulsory acquisition process under the Takeovers Code, an on-market
sale or an off-market sale (a Qualifying Sale); and
(b) the Premium Sale Price under the Qualifying Sale is greater than the Sale Price (a
Premium Sale),
then SPV will pay (or procure the payment of) the Top Up Amount to the Shareholder within
five Business Days after the date SPV receives the consideration for that Premium Sale.
3.3 General
(a) Any Top Up Amount payable to the Shareholder by SPV (or by the Bidder or any other
party following procurement by SPV) is agreed by the parties to be additional
consideration paid by SPV for the Sale Shares.
(b) Notwithstanding any other provision of this Agreement:
(i) if a Top Up Amount is paid by SPV under clause 3.2 and a Top Up Amount
subsequently becomes payable by SPV under clause 3.1, then the Top Up
Amount payable by SPV under clause 3.1 will be reduced by an amount equal
to the aggregate of any such Top Up Amounts the Shareholder has been paid
by SPV under clause 3.2; and
(ii) except to the extent that clause 4(c) applies, a Top Up Amount is not payable in
any circumstances where it would result in a Top Up Amount being payable in
respect of more than the number of the Sale Shares (including where the
aggregate proportion for Premium Sales where clause 4(d) applies has reached
100%).
(c) If within 12 months of the date of this Agreement SPV transfers the Sale Shares to
one or more of its Related Companies, shareholders, affiliates or Associates, then
references in clauses 3.2 and 4 to SPV are to be read as a reference to such
transferee or transferees in order to give effect to the intention of this Agreement.
(d) For the purposes of the financial arrangements rules in the Income Tax Act 2007, if a
Top Up Amount is payable under this Agreement, the parties agree that:
(i) the Consideration is the lowest price (within the meaning of section EW 32 of
the Income Tax Act 2007) that would have been agreed for the transfer of each
Sale Share, on the date this Agreement was entered into, if payment had been
required in full at the time the first right in each of the Sale Shares was
transferred;

34162430_2
(ii) the Consideration is the value of each Sale Share; and
(iii) they will compute their taxable income for the relevant period on the basis that
the Consideration for each Sale Share includes no capitalised interest, and will
file their tax returns accordingly.
4. Calculating the Top Up Amount
(a) Subject to clauses 4(b), 4(c) and 4(d), the Top Up Amount is the amount calculated
in accordance with the following formula:
SS x (RTP – SP)
where:
SS is:
(i) where clause 3.1 applies, the number of Sale Shares;
(ii) where clause 3.2 applies, the number of Sale Shares held by SPV that are sold
under that Premium Sale;
RTP is the Relevant Transaction Price; and
SP is the Sale Price.
(b) The parties agree that if the amount calculated under clause 4(a) is a negative
amount, then the Top Up Amount will be zero and no amount will be payable to the
Shareholder under clause 3.
(c) If the Shares are subdivided or consolidated (or there is any other similar
proportionate capital reconstruction) during the period commencing on the date of this
Agreement and ending on:
(i) in relation to a Scheme, the date on which the Scheme is implemented in
accordance with the SIA; or
(ii) in relation to a Takeover Offer, the date on which the Takeover Offer is
declared unconditional in all respects in accordance with rule 49C(3) of the
Takeovers Code; or
(iii) in relation to a Premium Sale, the date of completion of that sale,
then the Top Up Amount will be adjusted as appropriate to take account of that
subdivision or consolidation (or other similar proportionate capital reconstruction) of
the Shares in order to give effect to the intention of this clause 4.
(d) For the purposes of limb (ii) of the definition of “SS”, if the number of Shares that SPV
sells under that Premium Sale is less than the total number of Shares that SPV holds
on the date which is 15 Business Days after the date of this Agreement, then “SS” will
be (A) the number of Sale Shares multiplied by (B) the proportion that the number of
Shares that SPV sells under that Premium Sale reflects of the total number of Shares
that SPV holds on the date which is 15 Business Days after the date of this
Agreement.

34162430_2
5. Acknowledgements
The parties acknowledge that:
(a) there is no agreement, arrangement or understanding between them (legal, moral or
otherwise) relating to any of the Other Shares;
(b) other than this Agreement, there is no on-going agreement, arrangement or
understanding between them (legal, moral or otherwise), whether relating to the
Company or otherwise;
(c) the Shareholder may exercise and/or control the exercise of all voting rights (as
defined in the Takeovers Code) attached to the Other Shares in whatever manner it
sees fit;
(d) nothing in this Agreement will confer on SPV (or any other party) the ability, or right, to
hold or control (as defined in the Takeovers Code) any voting rights attaching to any of
the Other Shares, and SPV has no control whatsoever over any of those voting rights;
(e) the Shareholder is free to sell or dispose of any of the Other Shares in whatever
manner, and at whatever time, it sees fit (subject to applicable insider trading law);
and
(f) SPV and the Shareholder are not acting jointly or in concert.
6. Termination
The obligations of SPV under this Agreement will automatically terminate, and the terms of
this Agreement will be of no force or effect, upon SPV paying a Top Up Amount to the
Shareholder under clause 3.1.
7. General
7.1 Variation
This Agreement may only be varied in writing signed by the parties.
7.2 No assignment
No party will, directly or indirectly, assign, transfer or otherwise dispose of any rights or
interests of that party in, or obligations or liabilities under, this Agreement without the written
consent of the other.
7.3 Costs
The parties will each bear their own costs and expenses incurred in connection with the
preparation, negotiation and implementation of this Agreement and any documentation
pertaining hereto.
7.4 Entire agreement
This Agreement, and the contract note dated on or about the date of this Agreement relating
to the Sale, constitute the entire agreement and understanding (express and implied)

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between the parties relating to the Sale and supersedes and cancels all previous
agreements and understandings between the parties relating thereto, whether written or oral.
7.5 Counterparts
This Agreement may be signed in two or more counterparts (including scanned copies), all of
which when taken together shall constitute one and the same instrument and a binding and
enforceable agreement between the parties.
7.6 Governing law
This Agreement shall be governed by, and construed in accordance with, New Zealand law,
and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

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Execution
Executed as an agreement.

SIGNED on behalf of 5382917
Limited by:

Director / Authorised signatory

Sir Ralph Norris

Print name


SIGNED on behalf of the
shareholder named in the
Schedule to this Agreement by:

Director / Authorised signatory
Print name

34162430_2
Execution
Executed as an agreement.

SIGNED on behalf of 5382917
Limited by:

Director / Authorised signatory
Print name


SIGNED on behalf of the
shareholder named in the
Schedule to this Agreement by:

Director / Authorised signatory
Print name
Blair Cooper - Head of Equities

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Schedule
Name of shareholder: Accident Compensation Corporation
Number of Shares: 4,421,961
Sale Price (before any
brokerage fees or any other
transaction fees paid by SPV in
respect of the acquisition of the
Sale Shares):
NZ$2.25