Tourism Holdings Limited logo

FY25 Annual Results

Full Year Results24 August 2025THLConsumer Discretionary

Tourism Holdings Limited
470 Oruarangi Road, Māngere,

Auckland 2022

PO Box 4293, Shortland Street,

Auckland 1140, New Zealand

www.thlonline.com



25 August 2025



NZX | ASX | MEDIA RELEASE

TOURISM HOLDINGS LIMITED (thl)


FY25 ANNUAL RESULTS


• Statutory net loss after tax of -$25.8 million, compared to statutory net profit after tax of $39.4 million in

FY24. The result includes -$54.5M in one-off adjustments, primarily driven by non-cash impairments of

USA goodwill, and of USA and UK deferred tax assets

• Underlying net profit after tax of $28.7 million,

1

down 45% from $51.8 million in FY24, reflecting expected

bottom-of-the-cycle earnings

• Sale of services (primarily rentals) revenue grew 10% to $486.5 million, with closing fleet size up 8% to

8,564 vehicles

• Final dividend of 4 cents per share, representing a full-year dividend pay-out of approximately 50% of

underlying net profit after tax, at the mid-point of thl’s policy range

• Group ROFE of 6.9%, down from 10.0% in FY24

• Capital disciplines employed to reduce Australian retail RV inventory by over $35M, and reduce group net

fleet capital expenditure by $22M compared to FY24, supporting a return to positive operating cashflows

• Closing net debt of $492M, with expectations for net debt to decrease in the coming years

• Strategic initiatives underway in respect of underperforming divisions of North America, UK & Ireland,

Australian Retail Sales and Australian Manufacturing

• As announced on 4 August 2025, thl has a goal to exceed $100M in annualised NPAT over the next three

to four years

Tourism Holdings Limited (NZX:THL, ASX:THL, “thl” or “the Company”) today releases its results for the twelve

months ending 30 June 2025.


Cathy Quinn, thl Chair, said “FY25 was a challenging year, defined by uncertainty and instability in thl’s

trading environment globally, a tough macroeconomic environment and difficult market conditions

throughout, and the FY25 financial result reflects the reality that the retail RV market remained in bottom-

of-the-cycle market conditions across the year.


“The Board believes thl has responded to these challenges effectively and has now passed an inflection point,

with plans in place and initiatives under way to improve financial performance and deliver rental revenue

growth while continuing to reduce costs and manage debt levels effectively.”



1

Underlying performance excludes non-recurring items. Refer to the FY25 Annual Results Investor Presentation for a reconciliation of

statutory and underlying NPAT.




Grant Webster, thl CEO, said “we first saw a decline in market conditions in 2024 and took several responsive

capital management actions to address those challenges. We then saw market conditions deteriorate further

across the first half of 2025, meaning further action was needed. The global challenges in RV sales led to

surplus rental capacity and lower utilisation than desired across all markets in FY25. However, we are now

confident that we’ve made the changes needed to align our fleet management with market conditions and

we’re turning the corner. Our debt position at year-end, capital expenditure outlook and slower fleet rotation

give us confidence that we have effectively addressed the issues and are on the road to recovery.


“We continued to progress cost reduction initiatives this year in line with our previously announced targets.

As part of this, we have rationalised manufacturing locations in Australia, and adjusted manufacturing

capacity in both New Zealand and Australia. We are also starting to see many benefits from the major digital

transformation projects that we have been working on. It has been a huge undertaking to migrate several

new systems globally, and I thank our team for the relentless drive to make this happen.


“The engine of thl’s business model is the rentals business, and international travel remains the core driver

for thl’s rental revenue growth. There are positive tourism recovery expectations for most of thl’s markets,

with industry forecasts for international visitors to surpass 2019 levels by 2027 in New Zealand, 2026 in

Australia and 2025 in Canada.

2

The outlook for inbound tourism to the USA is more uncertain, with ongoing

tariff developments creating a volatile demand environment and a strong US dollar making travel more

expensive. Feedback from European wholesalers is that the USA remains an attractive destination with a

large active considerer set, although conversions are lower than prior years.”


Cathy Quinn, thl Chair, said “earlier this month, thl presented its growth roadmap, setting out thl’s growth

drivers and the strategic initiatives the company has been working towards. As part of this, thl reset its goal

to exceed $100M in annualised NPAT over the next three to four years.

3

The Board supports this goal and will

be sharply focused on tracking performance of plans to achieve clearly defined Return on Funds Employed

targets.


“I would like to thank all our shareholders for staying the course with thl during this difficult period, and I look

forward to updating our shareholders on progress in FY26.”



2

Tourism Export Council New Zealand; Tourism Research Australia; Destination Canada.

3

Refer to the FY25 Annual Results Investor Presentation for the key assumptions underpinning thl’s goal.




Dividend


The Board has maintained thl’s dividend policy, declaring a final FY25 dividend of 4.0 cents per share, 100%

imputed and 0% franked. This results in a full-year FY25 dividend of 6.5 cents per share.


Reflecting thl’s confidence in its balance sheet strength and outlook, the full-year FY25 dividend sees a lift in

the pay-out ratio from 40% of underlying NPAT in FY23 and FY24 to approximately 50% in FY25. With

confidence in the outlook, plans to moderate fleet growth and an expectation that net debt will reduce, thl

believes it is appropriate to increase the dividend to the mid-point of the policy range.


The Dividend Reinvestment Plan will not apply to the final FY25 dividend. The record date is Friday 19

September 2025 and the payment date is Friday 3 October 2025.


FY26 Outlook Commentary


A significant step-up in thl’s cost reduction programme is planned for FY26, where thl plans to achieve

significant additional cost-out and efficiency benefits, primarily through cash savings in fleet build and

procurement, efficiencies from the transition to single digital systems, and a reduction in group overheads. A

disciplined capital management approach is expected to result in substantially lower gross and net fleet

capital expenditure compared to FY25, with fleet growth focused on ANZ.


In the rentals division, thl expects continued strong growth in global rental revenue, driven by hire days. This

is supported by a forward rental book showing double-digit percentage revenue growth in all markets except

the USA. thl also expects utilisation improvements in all markets, while maintaining average yields.


In the sales division, thl remains cautious in its outlook, with expectations of modest volume growth and

broadly stable margins. Any material uplift is more likely to occur from calendar year 2026 onwards,

contingent on a recovery in consumer confidence.


The FY25 Integrated Annual Report and Annual Results Presentation are available on thl’s website and on the

NZX and ASX.



ENDS


Authorised by:


Cathy Quinn ONZM

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

General Manager – Investor Relations & Group Planning

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.

---

FY25 ANNUAL RESULTS PRESENTATION
25 AUGUST 2025

Disclaimer
This presentation contains

forward-looking statements and

projections. These reflect thl’s

current expectations, based on

what it thinks are reasonable

assumptions. The statements are

based on information available to

thl at the date of this

presentation and are not

guarantees or predictions of

future performance. For any

number of reasons, the future

could be different and the

assumptions on which the

forward-looking statements and

projections are based could be

wrong. thl gives no warranty or

representation as to its future

financial performance or any

future matter. Except as

required by law or NZX listing

rules, thl is not obliged to update

this presentation after its release,

even if things change materially.

This presentation has been

prepared for publication in New

Zealand and may not be released

or distributed in the United

States.

This presentation is for

information purposes only and

does not constitute financial

advice. It is not an offer of

securities, or a proposal or

invitation to make any such offer,

in the United States or any other

jurisdiction, and may not be

relied upon in connection with

any purchase of thl securities. thl

securities have not been, and will

not be, registered under the US

Securities Act of 1933 and may

not be offered or sold in the

United States, except in

transactions exempt from, or not

subject to, the registration of the

US Securities Act and applicable

US State securities laws. Past

performance information given

in this presentation is given for

illustrative purposes only and

should not be relied upon as an

indication of future performance.

This presentation may contain a

number of non-GAAP financial

measures. Because they are not

defined by Generally Accepted

Accounting Practice in New

Zealand (NZ GAAP) or

International Financial Reporting

Standards (IFRS), thl’s calculation

of these measures may differ

from similarly titled measures

presented by other companies

and they should not be

considered in isolation from, or

construed as an alternative to,

other financial measures

determined in accordance with

NZ GAAP.

This presentation does not take

into account any specific

investors objectives and does not

constitute financial or

investment advice. Investors are

encouraged to make an

independent assessment of thl.

The information contained in this

presentation should be read in

conjunction with thl’s latest

financial statements, which are

available at: www.thlonline.com.

thl FY25 ANNUAL RESULTS PRESENTATION
Executive Summary

3

•Statutory net loss after tax of -$25.8 million, compared to statutory net

profit after tax of $39.4 million in FY24. The result includes -$54.5M in one-

off adjustments, primarily driven by non-cash impairments of USA

goodwill, and of USA and UK deferred tax assets

•Underlying net profit after tax of $28.7 million, down 45% from $51.8

million in FY24, reflecting expected bottom-of-the-cycle earnings

•Sale of services (primarily rentals) revenue grew 10% to $486.5 million,

with closing fleet size up 8% to 8,564 vehicles

•Final dividend of 4 cents per share, representing a full-year dividend pay-

out of approximately 50% of underlying net profit after tax, at the mid-

point of thl’s policy range

•Group ROFE of 6.9%, down from 10.0% in FY24

•Capital disciplines employed to reduce Australian retail RV inventory by

over $35M and reduce group net fleet capital expenditure by $22M

compared to FY24, supporting a return to positive operating cashflows

•Closing net debt of $492M, with expectations for net debt to decrease in

the coming years

•Strategic initiatives underway in respect of underperforming divisions of

North America, UK & Ireland, Australian Retail Sales and Australian

Manufacturing

•As announced on 4 August 2025, thl has a goal to exceed $100M in

annualised NPAT over the next three to four years

Results Summary
COMPARED TO THE PRIOR CORRESPONDING PERIOD

STATUTORY NET LOSS AFTER TAX

-$25.8M

UNDERLYING NET PROFIT AFTER TAX

1

$28.7M

-45%

UNDERLYING EBIT

1

$86.8M

-22%

UNDERLYING EBITDA

1

$199.2M

-4%

SALE OF GOODS REVENUE

$451M

PER SHARE

FULL-YEAR DIVIDEND

2

6.5c

-32%

CLOSING RENTAL FLEET

3

8,564

+8%

1.Refer to page 31 for a reconciliation of

statutory/reported to underlying figures

2.100% imputed and 0% franked in both FY25 and

FY24

3.On 30 June 2025

thl FY25 ANNUAL RESULTS PRESENTATION

N/M

SALE OF SERVICES REVENUE

$487M

+10%

-6%

thl FY25 ANNUAL RESULTS PRESENTATION
thl Global Snapshot

5

Average

Rental

Fleet Size

8,112

FY24: 7,588

RevPARV

$54.5k

FY24: $52.4k

Ex-Fleet Sales

Volumes

1

1,709

FY24: 1,745

Ex-Fleet

Sales Margin

1

16.2%

FY24: 22.4%

Retail RV

Sales Volumes

2,044

FY24: 2,271

Retail RV

Sales Margin

8.4%

FY24: 9.9%

•Average Rental Fleet Size: Continued fleet

growth, a 7% increase in FY25, with

expansion focused primarily on ANZ

•RevPARV: Globally rose by 4%. In ANZ,

RevPARV remained stable alongside fleet

growth, while North America achieved

RevPARV growth through optimisation of

its fleet size and better capital utilisation

•Ex-Fleet Sales Volumes: Global volumes fell

by 2%. Increases in Australia and the

UK/Ireland were outweighed by declines in

North America and, to a lesser extent, New

Zealand

•Ex-Fleet Sales Margin: All markets

experienced lower margins due to market

conditions and a greater proportion of pre-

COVID-inflation vehicles sold in ANZ in the

pcp. Margins in North America are

particularly low, with a period of higher-cost

vehicles cycling through sales, and need for

greater wholesale volumes in current

conditions

•Retail RV Sales Volumes: Decreased by 10%,

primarily due to the challenging conditions

impacting Australian sales

•Retail RV Sales Margin: Margins have

marginally declined relative to H1 FY25. A

strategic initiative is being implemented to

rationalise products and brands in FY26,

focusing on those with higher margins

1

thl’s reporting of ex-fleet sales volumes in FY24 and prior has included intercompany sales between the UK and New Zealand divisions. In FY24, 155 such sales occurred, with none in FY25. To provide a clear comparison of

external sales volumes and margins, these intercompany sales have been excluded from the FY24 metrics above

AS AT 30 JUNE 2025
SOUTHERN

AFRICA

Franchise

JAPAN

Franchise

RENTAL FLEET

2,586

RENTAL FLEET

2,449

RENTAL FLEET

RENTAL FLEET

RV Rentals

New and Ex-Rental

RV Sales

RV and Commercial

Manufacturing

Tourism Attractions

& Activities

Digital Tourism App

RV Rentals

New and Ex-Rental RV Sales

RV Manufacturing

Digital Tourism App

2,876

LOCATIONS CREW

8,564

TOTAL RENTAL FLEET

653

LOCATIONS CREW

LOCATIONS

17

4 158

RV Rentals

Ex-Rental RV Sales

LOCATIONS CREW

18 619

CREW

1,125

21 606

RV Rentals

Ex-Rental RV Sales

Digital Tourism App

thl FY25 ANNUAL RESULTS PRESENTATION

thl FY25 ANNUAL RESULTS PRESENTATION
Return on Funds Employed

7

1

Adjusted EBIT (used to calculate ROFE) includes lease interest costs arising from IFRS 16. Average Funds and Period End Funds exclude IFRS 16 lease liabilities. Refer to the full definition of ROFE on page 28, and to a reconciliation of Adjusted

EBIT to Underlying EBIT on page 31

•Return on Funds Employed (ROFE) is thl’s primary metric to assess

divisional performance and to guide investment decisions, with a

target of 15% ROFE

•Group ROFE in FY25 was 6.9%, down from 10.0% in FY24

•All New Zealand divisions achieved above-target ROFE, while

overseas divisions were below target:

⎼The Australian division’s ROFE is impacted by the losses in the

Retail Sales division, which is a proportionally larger part of the

division compared to other regions. The division also carries the

large majority of the goodwill from the Apollo merger

⎼North America and UK are well below thl’s target, with clear

actions in progress to address this

•All divisions that are below thl’s ROFE target have strategic

initiatives and plans underway to either improve performance

(North America, Australian Retail Sales) or potentially release funds

employed (UK/Ireland)

•thl uses Adjusted EBIT to calculate ROFE. Refer to the Glossary of

Key Terms on page 28 for further detail on the calculation

methodology for ROFE

12 MONTHS TO 30 JUNE 2025

$M NZD

ADJUSTED

EBIT

1

AVERAGE

FUNDS

1

PERIOD END

FUNDS

1

RETURN ON

FUNDS

EMPLOYED

New Zealand Rentals & Sales46.6287.8341.916.2%

Australian Rentals, Sales & Manufacturing19.7384.0356.25.1%

North America Rentals & Sales(2.4)346.7283.5< 0%

UK/Ireland Rentals & Sales(3.1)63.062.7< 0%

Action Manufacturing11.742.728.527.5%

Tourism13.88.39.8165.7%

Group Support Services/Other(3.5)7.03.6N/A

Eliminations(5.6)(14.3)(16.9)N/A

Total77.31,125.11,069.36.9%

thl FY25 ANNUAL RESULTS PRESENTATION
Dividend

8

•thl continues dividend payments in line with its dividend policy,

reflecting confidence in its balance sheet strength and outlook

•thl has paid dividends at the low end of its policy range of 40% to 60% of

underlying NPAT in the past two financial years, balancing shareholder

returns with capital requirements for its significant fleet growth

programme

•With confidence in the outlook, plans to moderate fleet growth capex

and an expectation that net debt will reduce from a peak of $492M as of

30 June 2025, thl considers it appropriate to increase the FY25 dividend

to the mid-point of its policy range

•Accordingly, the Board has approved a final dividend of 4 cents per

share, 100% imputed and 0% franked, with the full-year dividend of 6.5

cents per share representing a pay-out ratio of approximately 50% of

underlying NPAT

•The Board has determined that the Dividend Reinvestment Plan will not

apply to the final FY25 dividend

•The full year FY25 dividend represents a 2.9% cash dividend yield and a

4.0% gross dividend yield for NZ-resident shareholders

1


KEY DIVIDEND DATES

•Ex-dividend date of Thursday 18 September 2025

•Record date of Friday 19 September 2025

•Payment date of Friday 3 October 2025

1

Based on the closing share price of $2.25 at the end of FY25

thl FY25 ANNUAL RESULTS PRESENTATION
Balance Sheet and Capital

Management

9

Closing Net Debt

1

$492M

FY24: $446M

Net Debt to Underlying

EBITDA

1,3

2.47x

FY24: 2.16x

Average Net Debt in

FY25

1

$493M

FY24: $406M

Ex-Fleet Sales Proceeds

4

$170M

FY24: $186M

Equity Ratio

1,2

36.1%

FY24: 37.1%

Gross Fleet Capital

Expenditure

$315M

FY24: $353M

•thl’s disciplined approach to capital management has seen:

⎼net fleet capital expenditure reduced by $22M, despite lower ex-fleet

sales

⎼Australian Retails Sales vehicle inventory reduced by $35M across

FY25

•Non-fleet capex in FY25 was unusually high, primarily due to

investments in the Waitomokia Auckland rental, sales and group

support site, as well as investments in manufacturing capital equipment.

Future non-fleet capex is expected to return to typical levels

•Fleet liquidity and purchasing flexibility continue to provide thl with

strong balance sheet flexibility. This enabled thl to avoid raising equity

during the pandemic, despite significant earnings pressure

•Following several years of significant fleet expansion, thl now intends to

moderate global fleet growth and to focus on better rental utilisation.

This is expected to result in lower net fleet capex in the coming years

•Growth fleet investment over the next two years will be focused

primarily in New Zealand and Australia

•Combined with an expected improvement in earnings, these measures

are expected to support a reduction in net debt, with 30 June 2025

marking the expected peak debt level

Non-Fleet Capital

Expenditure

$42M

FY24: $14M

Net Fleet Capital

Expenditure

$145M

FY24: $167M

1

Net debt excludes IFRS 16 lease liabilities

2

Equity ratio net of intangibles, right-of-use assets and liabilities, prepayments and deferred tax assets

3

EBITDA normalised to exclude one-off items

4

Includes proceeds relating to the sale of buyback vehicles, which are not included on page 34

thl FY25 ANNUAL RESULTS PRESENTATION
thl’s Value is Underpinned by its RV Fleet

•thl’s value is underpinned by its net tangible

assets per share of $1.96 as of 30 June 2025. This

primarily reflects the book value of thl’s global

RV fleet

•thl has a history of selling its ex-fleet vehicles

above their net book value. In FY25, ex-fleet sales

achieved an average GP margin of 16.2% and

Australian Retail (non-fleet) sales achieved an

average GP margin of 8.4%

•Importantly, this margin, along with the

corresponding equity, is not represented in thl’s

reported net tangible assets per share

•Although the North America and UK/Ireland

divisions are currently facing earnings

headwinds, their tangible assets, predominantly

their RV fleets, provide fundamental business

value that is independent of their current

performance or future earnings prospects

Division

Book Value of

Fleet on 30 June

2025 (NZ$)

1

Average GP

Margin on Sale in

FY25

New Zealand$262M28.4%

Australia$239M32.4%

Australia Retail$62M8.4%

North America$315M7.7%

UK & Ireland$66M19.1%

1

New Zealand, Australia, North America and UK & Ireland include vehicles on the rental fleet and ex-fleet vehicles in sales inventory. Australia Retail includes non-fleet vehicle inventory

thl FY25 ANNUAL RESULTS PRESENTATION
Positive Operating Cashflows

•In FY25, thl has had positive operating cashflows of $28.6

million, representing an increase of $124.2 million compared

to FY24

•thl’s operating cashflows include both the purchase of rental

fleet and the sale of ex-rental fleet assets

•In recent years, thl has reported negative operating cashflows,

largely attributable to:

⎼significant net capital expenditure associated with

increasing the rental fleet, which has grown by more than

30% over the last three years

⎼inventory increasing above typical levels due to the

underperformance in RV sales, however this has been

largely addressed in FY25

•The expected growth in earnings over the coming years,

combined with a moderation of net fleet capital expenditure,

are expected to support continued positive operating cash

flows in the years ahead

•There are also potential one-off benefits for operating

cashflows if capital is released from underperforming

divisions, such as the UK & Ireland

NZD$MFY25FY24VARVAR %

Statutory net (loss)/profit after tax(25.8)39.4(65.2)N/M

Non-cash adjustments

Depreciation & amortisation112.495.816.717%

Transfer of rental fleet from PPE to

inventory

130.0141.6(11.6)(8%)

Impairment of goodwill and other assets44.415.528.9186%

Other non-cash adjustments1.40.31.1357%

Movement in inventories54.4(32.9)87.3N/M

Movement in other working capital

balances

26.4(10.3)36.7N/M

Total non-cash adjustments369.1210.1159.076%

Purchase of rental fleet(314.8)(345.1)30.39%

Net operating cash flows28.6(95.6)124.2N/M

Net investing cashflows(41.7)(6.7)(35.0)(525%)

Net financing cashflows5.982.5(76.6)(93%)

Net investing & financing cashflows(35.8)75.8(111.6)N/M

thl FY25 ANNUAL RESULTS PRESENTATION
Real and Accounting Depreciation Rates

12

Real Depreciation Rates

•The Real Depreciation Rate (RDR) is a key metric in assessing whether thl is efficiently

purchasing and selling its rental fleet. RDRs in recent years have been below historical norms

and negative in most cases, given vehicle values appreciated during the pandemic

•RDRs in Australasia are typically higher as vehicles are held on the fleet longer, whereas

vehicles in the Northern Hemisphere are generally sold within one to two years of purchase

•RDRs in Australasia are expected to stay below historical norms due to merger manufacturing

synergies, more ex-fleet vehicles sold through thl’s own dealerships, and the fleet build cost

out initiatives currently underway

•The higher North American RDR reflects fleet purchased in 2023/24 at elevated pricing due to

the pandemic-related supply shortages, which are now being sold in a challenging market.

This impacts earnings through higher depreciation while on rentals and lower margin on sale

•The North American synergy project is expected to help RDRs return towards historical norms

through better procurement, sales strategies and fleet economics

Accounting Depreciation Rates

•thl annually reviews its accounting depreciation rates and makes adjustments, if required, so

that earnings are appropriately apportioned between the Rentals and Sales divisions

•The adjustments at the start of FY25 meant that higher depreciation rates applied in North

America and UK/Ireland and lower depreciation rates applied in New Zealand and Australia

•These adjustments do not affect overall earnings over the vehicle lifecycle, cashflows,

1

or the

RDR, however they do impact the reporting periods in which profit is recognised

1

Except the timing of tax payments

2

Historical norms represent thl only. Before 2022, the UK/Ireland business was a JV that sold most of its vehicles to thl New Zealand. Accordingly, it does not have a historical norm that reflects third party sales.

REAL DEPRECIATION RATES

FY25FY24

HISTORICAL

NORM

2

New Zealand~3%~2%~6 - 7%

Australia~2%~1%~7 - 9%

North America~3%~0%~0 - 1%

UK/Ireland<0%< 0%N/A

REAL DEPRECIATION RATE

•The difference between the original purchase price and

sale price for ex-fleet vehicles sold in a reporting period,

represented as an annual depreciation percentage

•It allows for no gain on sale or costs associated with the

sale or maintenance of the rental vehicle

•It is not impacted by the accounting depreciation rate

applied to the vehicle during its time on the rental fleet

•A low Real Depreciation Rate indicates that thl is

efficiently managing the purchasing and selling of fleet,

with a low differential between purchase and sale prices

thl FY25 ANNUAL RESULTS PRESENTATION

thl FY25 ANNUAL RESULTS PRESENTATION
New Zealand Rentals & Sales

14

•Return on Funds Employed of 16.2%

•RevPARV remained stable despite a 22% increase in average rental

fleet, underscoring strong RV rental demand. The fleet as at 30 June

2025 remains approximately 30% below pre-COVID peaks, providing

a runway for future growth

•The Auckland branch at Waitomokia (ex-Villa Maria) opened in March

2025, consolidating operations and group support functions. The site

significantly increases capacity for future growth across both rentals

and sales. Initial RVSC activity is building momentum as the site

establishes its market presence

•Ex-fleet margins are continuing to normalise in line with

expectations. While total H1 sales volumes were marginally down,

full-year volumes are now 5% up year-on-year

•European-made units underperforming in sales have been

strategically repurposed into the rental fleet under the Britz brand,

which is gaining strong booking traction. This initiative highlights the

flexibility inherent in thl’s business model in responding to market

dynamics

•The launch of a new KEA Elite range has helped to grow new retail

sales by 91%, albeit off a very low base in FY24

•Planning is underway for a new Queenstown site, currently the

smallest RV rental location with capacity constraints. The proposal

includes a larger RVSC, enabling a full showroom, greater sales

volume and a third-party service centre

NZD $MFY25FY24VARVAR %

Rental revenue134.4110.623.721%

Sale of goods revenue43.737.06.718%

Costs(129.9)(102.0)(27.9)(27%)

EBIT48.245.72.55%

Rentals division

Operating rental fleetFY25FY24VARVAR %

Average rental fleet size2,1671,77539222%

Revenue per average rental vehicleFY25FY24VARVAR %

RevPARV (NZD $k)62.062.3(0.3)(1%)

Vehicle sales division

Unit sales (#)FY25FY24VARVAR %

Ex-fleet sales241276(35)(13%)

Retail RV sales109575291%

Total RV sales350333175%

Gross profit margin %FY25FY24VAR

GP margin on ex-fleet sales28.4%37.1%(8.7%)

GP margin on retail RV sales8.8%13.7%(4.9%)

Total GP margin on RV sales20.0%31.2%(11.2%)

Real depreciation rate on ex-fleet salesFY25FY24

RDR~3%~2%

thl FY25 ANNUAL RESULTS PRESENTATION
Australia Rentals, Sales &

Manufacturing

15

•Return on Funds Employed of 5.1%

•EBIT decline of 46% primarily attributable to a significant loss in the

Retail division, and a year-on-year decline in the Manufacturing

division

•Rentals continued growth with 11% increase in rental revenue,

achieving growth in both RevPARV and average fleet size

•A strong focus on retail inventory management led to a reduction of

over $35M in inventory across FY25, with further significant

reductions targeted for FY26

•Positively for rentals, the Australian tourism market is showing strong

signs of growth with renewed interest from European travellers,

supported by the improved affordability of Australia as a travel

destination

•Rental operations in Perth were relocated to larger premises in H2,

with a Sydney relocation planned later this year. These moves will

increase rental capacity at two key gateway locations for

international customers

•Within Manufacturing, a number of changes were made to manage

capacity, including:

⎼closure of the Melbourne sub-assembly plant in December 2024,

with activity consolidated into the Brisbane factory

⎼discontinuation of production of caravans

NZD $MFY25FY24VARVAR %

Rental revenue143.7129.414.411%

Sale of goods revenue217.7246.8(29.1)(12%)

Costs(338.9)(334.3)(4.7)(1%)

Underlying EBIT

1

22.541.9(19.4)(46%)

Rentals division

Operating rental fleetFY25FY24VARVAR %

Average rental fleet size2,4432,2471969%

Revenue per average rental vehicleFY25FY24VARVAR %

RevPARV (AUD $k)53.753.10.61%

Vehicle sales division

Unit sales (#)FY25FY24VARVAR %

Ex-fleet sales39227911341%

Retail RV sales1,9352,214(279)(13%)

Total RV sales2,3272,493(166)(7%)

Gross profit margin %FY25FY24VAR

GP margin on ex-fleet sales32.4%48.9%-16.5%

GP margin on retail RV sales8.4%9.8%-1.4%

Total GP margin on RV sales12.0%13.4%-1.3%

Real depreciation rate on ex-fleet salesFY25FY24

RDR~2%~1%

1

Refer to page 30 for Reported EBIT.

thl FY25 ANNUAL RESULTS PRESENTATION
North America Rentals & Sales

16

•Return on Funds Employed of <0%

•Regional rental revenue increased by 3%, with revenue growth in

Canada offsetting a decline in the USA

•Capital management disciplines led to a 6% reduction in average

fleet size and a 9% improvement in RevPARV

•EBIT declined by NZ$11.6 million, primarily due to:

⎼soft macroeconomic conditions impacting vehicle sales volumes

and margins

⎼a ~25% increase in depreciation per vehicle, due to higher-cost

model years requiring elevated depreciation rates

⎼weaker international tourism during the USA rental high season

•In H2, a greater reliance on wholesale channels was required to

support sales volumes. Combined with industry-wide dealer

overstocking, this led to lower average sales margins compared to H1.

Positively, industry reports indicate that dealer inventories are now at

more balanced levels

•Operational synergies were successfully realised through the

integration of joint North America functions. These included

commercial and revenue management, marketing, vehicle sales,

HS&W, finance leadership and procurement

•As announced on 8 July 2025, tariff-free RV movements in North

America were confirmed. This positive step enables thl to accelerate

its North American synergy plans, which are underway for FY26

NZD $MFY25FY24VARVAR %

Rental revenue142.2138.53.73%

Sale of goods revenue104.8106.8(2.0)(2%)

Costs(245.5)(232.2)(13.3)(6%)

Underlying EBIT

1

1.513.1(11.6)(89%)

Rentals division

Operating rental fleetFY25FY24VARVAR %

Average rental fleet size2,9053,097(191)(6%)

Revenue per average rental vehicleFY25FY24VARVAR %

RevPARV (USD $k)29.527.12.49%

Vehicle sales division

Unit sales (#)FY25FY24VARVAR %

RV sales9111,054(143)(14%)

Gross profit margin %FY25FY24VAR

GP margin on RV sales7.7%13.8%(6.1%)

Real depreciation rate on ex-fleet salesFY25FY24

RDR~3%< 0%

1

Refer to page 30 for Reported EBIT.

thl FY25 ANNUAL RESULTS PRESENTATION
UK & Ireland Rentals & Sales

17

•Return on Funds Employed <0%

•EBIT declined by NZ$3M, reflecting challenges across both rentals

and RV sales

•In H1, rental performance and RevPARV were impacted by delays in

RV production and deliveries from manufacturers in 2024, with

approximately half of the new fleet arriving mid-way through the

high season

•No vehicles were sold to thl New Zealand during the period

(compared to 155 in FY24), resulting in lower sales volumes but at a

higher GP margin.

1

External ex-fleet sales volumes (excluding

intercompany sales) grew by 21%, a positive achievement in a down

market

•The decision to retain fleet in the UK over winter 2024, rather than

relocating it to New Zealand, led to an increase in winter fleet size

and depreciation costs, negatively impacted divisional performance

in FY25

•thl has been conducting a strategic review of its UK & Ireland

operations. Given the division’s relative scale within the broader thl

group, thl is exploring options including a capital release through a

divestment

•The division’s value is supported by its fleet of vehicles with a net

book value of $66 million as at 30 June 2025, with an average GP

margin of 19.1% on RV sales achieved in FY25

NZD $MFY25FY24VARVAR %

Rental revenue22.119.03.117%

Sale of goods revenue21.032.2(11.2)(35%)

Costs(46.1)(51.5)5.410%

Underlying EBIT

2

(3.0)(0.3)(2.7)(1,043%)

Rentals division

Operating rental fleetFY25FY24VARVAR %

Average rental fleet size59747012727%

Revenue per average rental vehicleFY25FY24VARVAR %

RevPARV (GBP

£

k)

17.019.6(2.6)(13%)

Vehicle sales division

Unit sales (#)FY25FY24VARVAR %

RV sales165291(126)(43%)

Gross profit margin %FY25FY24VAR

GP margin on RV sales19.1%15.2%3.9%

Real depreciation rate on ex-fleet salesFY25FY24

RDR< 0%< 0%

1

Refer to page 34 for sales volumes and margin on external sales only.

2

Refer to page 30 for Reported EBIT.

thl FY25 ANNUAL RESULTS PRESENTATION
Action Manufacturing

18

•Return on Funds Employed of 27.5% (including intercompany

activity)

•The improvement in EBIT margin on intercompany thl activity is

reflective of the fleet build cost-out initiatives that have been

implemented to date. This will result in a pricing reduction for thl

rentals purchases in FY26, at which time Action’s EBIT margin on

intercompany sales would return to typical levels

•The build cost-out initiatives being implemented include:

⎼direct-to-source channels for materials

⎼A reduction in unit labour requirements and improvement in

product quality through investment in better design

methodologies and capital equipment

•Action has experienced a softer pipeline for third-party work with

continued pressure on margins and volumes, although there has

been a modest improvement recently. However, the pipeline for

Government-related work (emergency vehicles) remains robust

•The Action Manufacturing reporting segment includes thl’s New

Zealand manufacturing division only. thl’s Australian manufacturing

operations are included in the Australian Manufacturing, Rentals &

Sales segment

NZD $MFY25FY24VARVAR %

Sale of goods - third party63.574.0(10.5)(14%)

Costs - third party(59.9)(66.4)6.510%

Underlying EBIT - third party3.67.6(4.0)(53%)

Sale of goods - intercompany102.2104.5(2.3)(2%)

Costs - intercompany(92.9)(98.3)5.35%

Underlying EBIT - incl. intercompany

transactions

1

12.813.9(1.0)(7%)

1

EBIT including intercompany transactions comprises intercompany revenue and costs from the manufacture of

RVs for thl’s rental operations, which are eliminated at a group level. EBIT – third party comprises only the

revenue and costs from the manufacture of specialist commercial vehicles for third parties. Refer to page 30 for

Reported EBIT.

thl FY25 ANNUAL RESULTS PRESENTATION
Tourism

19

•Return on Funds Employed of 166%, the highest in the group, with record EBIT

performance in FY25

Tourism

NZD $MFY25FY24VARVAR %

Revenue42.942.01.02%

Costs(29.1)(29.0)(0.1)(0%)

EBIT13.913.00.97%

Group Support Services / Other

1

•thl recharges most of its group support costs to its individual business units. However,

some costs are not recharged and are retained within the GSS & Other division. The

financial result for this division largely reflects the outcome of the applicable recharges in

a year

•The underlying EBIT of -$3.5M consists of -$3.9M in H1 and +$0.4M in H2, due to the

release of accruals, such as bonuses

•GSS & Other is significantly below FY24 as the prior year included costs related to the

merger integration project

Group Eliminations

•Any margin generated on intercompany vehicle transfers between Action

Manufacturing and New Zealand and Australia Rentals & Sales, or other operating

segments, is eliminated on group consolidation

•Typically, Manufacturing profit is released over the rental life of a vehicle to offset

depreciation. Once an ex-rental vehicle is ultimately sold to a third party, any remaining

profit previously eliminated on intercompany transfers are recognised

•The elimination and subsequent recognition of profits are shown in the Group

Eliminations division

Group Support Services & Other

NZD $MFY25FY24VARVAR %

Revenue1.51.00.442%

Costs(5.0)(12.5)7.560%

Underlying EBIT

2

(3.5)(11.4)8.070%

Group Eliminations

NZD $MFY25FY24VARVAR %

Intercompany revenue elimination(102.5)(120.1)17.615%

Intercompany costs elimination96.9115.3(18.4)(16%)

EBIT(5.6)(4.8)(0.8)(17%)

1

Includes triptech revenue and costs, and group support expenses net of recharges to other divisions.

2

Refer to page 30 for Reported EBIT.

thl FY25 ANNUAL RESULTS PRESENTATION

thl FY25 ANNUAL RESULTS PRESENTATION
Industry Trends

Rentals

•There are positive tourism recovery expectations for most of thl’s markets, with industry forecasts for

international visitor arrivals to surpass 2019 levels:

1

‒by 2027 in New Zealand

‒in 2026 in Australia

‒in 2025 in Canada, with an average annual growth rate on international tourism revenue of 9% through

to 2030

•The outlook for inbound tourism to the USA is more uncertain, with ongoing tariff developments creating a

volatile demand environment and a strong US dollar making travel more expensive. Feedback from European

wholesalers is that the USA remains an attractive destination with a large active considerer set, although

conversions are lower than prior years

Vehicle Sales

•RV industry data in the USA for June 2025 indicated 16% growth in wholesale RV motorhome shipments from

manufacturers to dealers, well above the 2025 YTD growth rate of 7%,

2

although it is too early to determine if

this will become a trend

•In the USA, the One Big Beautiful Bill Act included several tax and financing benefits targeting the RV industry,

to stimulate growth and encourage RV ownership

•Central banks in all thl operating markets have reduced rates from recent peaks, with further near-term cuts

expected in all markets. This should support a recovery by reducing financing costs on RV purchases, and

should be particularly effective in North America due to higher reliance on financing among buyers

1

Tourism Export Council New Zealand; Tourism Research Australia; Destination Canada.

2

RV Industry Association.

21

thl FY25 ANNUAL RESULTS PRESENTATION
Expectations for FY26

•A significant step-up in thl’s cost reduction programme is planned for

FY26, where thl plans to achieve significant additional cost-out and

efficiency benefits, primarily through cash savings in fleet build and

procurement, efficiencies from the transition to single digital

systems, and a reduction in group overheads

•A disciplined capital management approach is expected to result in

substantially lower gross and net fleet capital expenditure compared

to FY25, with fleet growth focused on ANZ

•In the rentals division, thl expects continued strong growth in global

rental revenue, driven by hire days. This is supported by a forward

rental book showing double-digit percentage revenue growth in all

markets except the USA. thl also expects utilisation improvements in

all markets, while maintaining average yields

•In the sales division, thl remains cautious in its outlook, with

expectations of modest volume growth and broadly stable margins.

Any material uplift is more likely to occur from calendar year 2026

onwards, contingent on a recovery in consumer confidence

22

thl FY25 ANNUAL RESULTS PRESENTATION
Strategic Initiatives (announced in thl’s growth roadmap)

23

UK & IRELAND

•thl has been conducting a

strategic review of its UK &

Ireland division

•Given the division’s relative

scale within the broader thl

group, thl is actively exploring

strategic options including the

potential for a capital release

through a divestment, to

reallocate funds to markets

where thl sees better returns

on effort and investment

AUSTRALASIAN

MANUFACTURING

•thl has been taking actions to

improve production efficiency

and quality in the Brisbane

factory, including system and

reporting improvements and

changes to organisation

structure, manufacturing

methodology and product

lines

•Despite recent improvements,

the reduction in capacity and

moderation in the fleet growth

outlook has widened a cost

gap between manufacturing

in New Zealand and Australia

•On certain models, thl’s

manufacturing cost is 20% less

in New Zealand, after allowing

for shipping costs to Australia

•thl is exploring actions to

address the cost gap between

the two markets as a matter of

priority

AUSTRALIAN RETAIL SALES

•The Australian Retail Sales

division has seen the largest

decline in FY25 of all thl’s

divisions given its greater

exposure to the cyclical RV

sales market

•thl continues to develop its

plan to reduce capital

employed and improve

profitability through overhead

and inventory reduction, and a

rationalisation of products and

brands

•There is a strong focus on

managing elevated inventory

levels, which have reduced

from a peak by over $35m. thl

expects further significant

reductions in FY26

NORTH AMERICA

•thl is focused on delivering to

its 15% ROFE target for North

America from the significant

funds employed in those

markets

•Now that tariff-free RV

movements between USA &

Canada are confirmed, thl

intends to accelerate its North

American synergy project

•The project has the potential

to operate North America as

one fleet from a procurement

and sales perspective,

improving the fleet economics

of the region

•thl has also implemented

regional labour synergies and

has a suite of demand

generation initiatives

underway

thl FY25 ANNUAL RESULTS PRESENTATION
Net Profit After Tax Goal (announced in thl’s growth roadmap)

24

•As announced on 4 August 2025, thl has a goal to exceed $100M in

annualised NPAT over the next three to four years

•thl believes that the combination of its growth factors and strategic

initiatives makes this an achievable goal

•This is primarily driven by growth in rental hire days, allowing thl to

capitalise on its operating leverage, the North American synergy project

and cost out and optimisation initiatives

•The following are thl’s key assumptions underpinning achievement of its

$100M NPAT goal, relative to FY25:

⎼Rental Days: ~25% growth; total days remain below FY19 levels

⎼Rental Yields: Adjusted for inflation only

⎼Vehicle Sales: Gross profit increases less than 10%

⎼Fleet: ~9,000 vehicles by 30 June 2028

1

⎼Net Debt: Over $100m reduction in net debt

1

⎼Total Costs and Depreciation: Single-digit percentage increase;

costs from activity growth to be partly offset by fleet and overhead

cost saving initiatives (which would exceed thl’s previously

announced target of at least a $12M NPAT benefit in FY27)

⎼NZ Tourism: ~50% EBIT reduction from FY28

2

•These assumptions represent total aggregate changes from FY25 and are

not annualised rates

1

Assumes release of funds related to ~650 vehicle fleet in UK & Ireland.

2

The Waitomo Glowworm Caves (WGC) lease expires in June 2027. For these projections, thl has assumed that new arrangements are not implemented, however thl has a desire to continue to operate the WGC attraction in

conjunction with the owners and negotiations are ongoing.

thl FY25 ANNUAL RESULTS PRESENTATION

thl FY25 ANNUAL RESULTS PRESENTATION
Important Notes

26

•All financials are in NZ dollars unless stated otherwise

(throughout presentation). All comparisons are against

prior corresponding period unless stated otherwise.

Totals and subtotals in tables may not add due to

rounding

•FY25 includes several non-recurring items (which have

been excluded from underlying figures) as detailed on

page 27

•FY24 includes the following non-recurring items (which

have been excluded from underlying figures):

⎼A $12.5M goodwill impairment relating to the

UK/Ireland division ($12.4M impact, net of tax)

•The depreciation expense and interest expense

recognised in FY25 in relation to IFRS 16 was $24.9M

(FY24: $22.9M) and $9.5M (FY24: $8.0M) respectively.

Actual lease payments for the period were $31.2M (FY24:

$34.2M)

•Profit & loss values are converted at the following average

cross-rates for the financial year ended 30 June 2025:

⎼NZD:AUD: 0.9144 (FY24: 0.9239)

⎼NZD:USD: 0.5914 (FY24: 0.6069)

⎼NZD:CAD: 0.8261 (FY24: 0.8209)

⎼NZD:GBP: 0.4544 (FY24: 0.4815)

•Balance sheet values are converted at the following

closing cross-rates as at 30 June 2025:

⎼NZD:AUD: 0.9286 (30 June 24: 0.9139)

⎼NZD:USD: 0.6068 (30 June 24: 0.6080)

⎼NZD:CAD 0.8310 (30 June 24: 0.8330)

⎼NZD:GBP 0.4423 (30 June 24: 0.4814)

thl FY25 ANNUAL RESULTS PRESENTATION
Mapping of FY25 Non-recurring Items to Income Statement

27

NON-RECURRING ITEMNPBT IMPACT (NZD)NPAT IMPACT (NZD)IMPACT ON INCOME STATEMENT

Impairment of USA intangible assets($36.6M)($26.7M)Impairment loss on goodwill and other intangible assets

Impairment of Australian intangible assets($3.4M)($2.4M)

Impairment loss on brands and other intangible assets

Impairment of USA deferred tax assetsN/A($17.9M)Income tax expense

Impairment of UK deferred tax assetsN/A($2.9M)Income tax expense

Gain on the sale of previously unrecognised US listed investment

equities

$0.8M$0.6MOther operating income

Gain on the early termination of the lease for the Melbourne sub-

assembly plant

$1.6M$1.1M

Other operating income

People restructuring costs($1.4M)($1.0M)

Operating and administration expenses

RV and non-RV asset write-downs relating to the Australasian Retail

Sales strategic initiative

($2.8M)($2.0M)

Cost of sales and operating expenses

Non-RV asset write-offs in the UK relating to the thl and Apollo merger($3.4M)($2.6M)Operating and finance expenses

Non-RV asset write-downs relating to the UK/Ireland strategic initiative($0.7M)($0.5M)Operating expenses

Transaction costs relating to the NBIO from BGH Capital & Trouchet

family consortium

($0.2M)($0.2M)Administration expenses

TOTAL($46.1M)($54.5M)

thl FY25 ANNUAL RESULTS PRESENTATION
Average Fleet Size or Average Fleetrefers to the average of the closing rental fleet balance at the end of each month in the reporting period

Average Net Debtrefers to the average of the net debt balance at the end of each month in the reporting period

Average Yieldrefers to the average daily rental van hire rate

EBITrefers to the operating profit or loss before financing costs and tax

EBITDArefers to the operating profit or loss before financing costs, tax, depreciation and amortisation

Ex-fleet Salesrefers to the sale of vehicles that previously operated on thl’s rental fleet. It excludes the sale of buyback fleet (relevant in Australia only)

Fleetrefers to the fleet of vehicles operating in the rentals division. It excludes sales inventory in the vehicle sales/dealership division

Gross Profit Margin or GP Marginrefers to vehicle sales margin as a percentage of total vehicle sales revenue (net of any wholesale dealer commissions)

Net Debtrefers to interest bearing loans and borrowings less cash and cash equivalents, and excludes IFRS 16 lease liabilities and deferred borrowing costs

NPATrefers to net profit after tax

PCPrefers to the prior corresponding period

Real Depreciation Rate or RDR

refers to the difference between the original purchase price and sale price for vehicles sold in the reporting period, represented as an annual

depreciation percentage. It allows for no gain on sale or costs associated with the sale or maintenance of the vehicle

Retail RV Salesrefers to the sale of new and trade-in vehicles. It excludes ex-fleet sales

RevPARVrefers to rental revenue per average rental vehicle (based on the average fleet size)

ROFE or Return on Funds Employed

refers to EBIT divided by the average monthly net funds employed. Net funds employed is measured as total equity plus net debt. Lease Interest costs

arising from IFRS 16 (not ordinarily reflected in EBIT) are deducted from EBIT for the calculation, on the basis that the associated lease liabilities are not

included in net funds employed. The calculation is done in NZ dollars

Underlying NPATrefers to NPAT after removing any non-recurring items in the reporting period

Utilisationrefers to total hired rental days as a percentage of total calendar days

Vehicle Sales Marginrefers to vehicle sales revenue (net of any wholesale dealer commissions) less the net book value of vehicles sold. It excludes other costs of sale

Glossary of Key Terms

28

thl FY25 ANNUAL RESULTS PRESENTATION

thl FY25 ANNUAL RESULTS PRESENTATION
Divisional Performance

30

Note: Divisional results exclude non-recurring items and include intercompany revenue and expenses. Non-recurring items are presented in “non-recurring items” and intercompany transactions are eliminated in “Group eliminations”.

YEAR ENDING 30 JUNE 2025YEAR ENDING 30 JUNE 2024

$M NZDREVENUE

DIVISIONAL

EBITDA

DIVISIONAL

EBIT

AVE FUNDS

EMPLOYED

REVENUE

DIVISIONAL

EBITDA

DIVISIONAL

EBIT

AVE FUNDS

EMPLOYED

New Zealand Rentals & Sales178.1 74.0 48.2 287.8 147.6 65.9 45.7 203.7

Australian Rentals, Sales & Manufacturing361.4 51.2 17.1 383.9 376.2 73.7 41.9 337.4

North America Rentals & Sales247.0 5.1 (34.3) 346.7 245.3 46.1 13.1 359.5

UK/Ireland Rentals & Sales43.2 0.6(6.0)63.1 51.2 (8.8) (12.8) 56.9

Action Manufacturing165.7 17.3 12.6 42.7 178.5 18.3 13.9 45.6

Tourism42.9 16.1 13.9 8.3 42.0 15.1 13.0 9.4

Group Support Services/Other1.5 (1.8) (4.1) 7.0 1.0 (9.4) (11.4) 34.5

Group eliminations(102.5) (8.2) (5.6) (14.3) (120.1) (6.4) (4.8) (11.5)

Reported Revenue, EBITDA, EBIT937.2 154.241.7 1,125.1 921.7 194.4 98.6 1,035.5

Adjustment for non-recurring items– 45.145.1– – 12.5 12.5 –

Underlying EBITDA/EBIT199.286.8206.9111.1

thl FY25 ANNUAL RESULTS PRESENTATION
Reconciliation of NPAT, EBIT and EBITDA

31

Reconciliation of Statutory and Underlying NPAT

NZD $MFY25FY24

Statutory net (loss)/profit after tax(25.8) 39.4

Impairment of intangible assets29.1 12.4

Impairment of USA/UK deferred tax assets20.8 –

Non-RV asset write-offs in the UK3.1 –

RV and non-RV asset write-downs in Australian Retail Sales2.0 –

Restructuring costs1.0 –

Transaction costs relating to BGH consortium non-binding offer0.2 –

Gain on sale of unrecognised US listed investment equities(0.6) –

Gain on termination of Melbourne lease(1.1) –

Underlying net profit after tax28.7 51.8

Reconciliation of Reported and Underlying EBIT

NZD $MFY25FY24

Reported EBIT41.7 98.6

Impairment of intangible assets40.0 12.5

Non-RV asset write-offs in the UK3.0 –

RV and non-RV asset write-downs in Australian Retail Sales2.8 –

Restructuring costs1.4 –

Transaction costs relating to BGH consortium non-binding offer0.2 –

Gain on sale of unrecognised US listed investment equities(0.8) –

Gain on termination of Melbourne lease(1.6) –

Underlying EBIT86.8111.1

Adjusted EBIT (used for ROFE calculation)

NZD $MFY25

IFRS 16 interest expense(9.5)

Adjusted EBIT77.3

Reconciliation of Reported and Underlying EBITDA

NZD $MFY25FY24

Reported EBITDA154.2 194.4

Impairment of intangible assets40.0 12.5

Non-RV asset write-offs in the UK3.0 –

RV and non-RV asset write-downs in Australian Retail Sales2.8 –

Restructuring costs1.4 –

Transaction costs relating to BGH consortium non-binding offer0.2 –

Gain on sale of unrecognised US listed investment equities(0.8) –

Gain on termination of Melbourne lease(1.6) –

Underlying EBITDA199.2206.9

thl FY25 ANNUAL RESULTS PRESENTATION
Income Statement

32

FULL YEAR6 MONTHS TO 30 JUNE6 MONTHS TO 31 DECEMBER

NZD $MFY25FY24VARVAR %FY25FY24VARVAR %FY25FY24VARVAR %

Revenue

Sale of services486.5440.645.910%234.6206.628.014%251.9234.017.98%

Sale of goods450.7481.2(30.4)(6%)244.3266.0(21.6)(8%)206.4215.2(8.8)(4%)

Total revenue937.2921.715.52%478.9472.56.41%458.3449.29.12%

Costs(783.1)(727.3)(55.7)(8%)(436.3)(397.8)(38.4)(10%)(346.8)(329.5)(17.3)(5%)

EBITDA154.2194.4(40.2)(21%)42.774.7(32.0)(43%)111.5119.7(8.2)(7%)

Depreciation & amortisation(112.4)(95.8)(16.7)(17%)(58.7)(50.1)(8.7)(17%)(53.7)(45.7)(8.0)(18%)

EBIT41.798.6(56.9)(58%)(16.1)24.6(40.7)N/M57.874.0(16.2)(22%)

Net finance costs(46.7)(40.2)(6.5)(16%)(24.1)(22.2)(1.9)(8%)(22.6)(18.0)(4.6)(26%)

Net (loss)/profit before tax(5.0)58.4(63.4)N/M(40.2)2.4(42.6)N/M35.256.0(20.8)(37%)

Taxation(20.8)(19.0)(1.8)(9%)(10.9)(2.7)(8.2)(300%)(9.9)(16.3)6.439%

Net (loss)/profit after tax(25.8)39.4(65.2)N/M(51.1)(0.3)(50.8)N/M25.339.7(14.4)(36%)

Basic EPS (in cents)

1

(11.7)18.2

Diluted EPS (in cents)

1

(11.7)18.1

1

Based on weighted average number of shares on issue across the reporting period

thl FY25 ANNUAL RESULTS PRESENTATION
Balance Sheet

33

AS ATAS AT

NZD $M30 JUN 202530 JUN 2024VAR31 DEC 202431 DEC 2023VAR

Equity577.9616.9(39.0)647.3618.428.9

Non-current liabilities (excluding lease liabilities)551.8431.3120.5531.2388.5142.7

Current liabilities (excluding lease liabilities)226.4301.8(75.4)194.2255.3(61.1)

Lease liabilities218.4147.570.9213.2148.165.1

Total source of funds1,574.51,497.577.11,586.01,410.3175.7

Intangible assets (including goodwill)145.5186.5(40.9)190.7190.70.0

Investments0.10.10.00.224.6(24.5)

Derivatives0.21.6(1.4)1.00.90.1

Property, plant and equipment965.0829.3135.7864.2746.5117.7

Right-of-use assets197.1130.167.1193.3132.361.0

Current assets266.4349.8(83.4)336.7315.321.4

Total use of funds1,574.51,497.577.81,586.01,410.3175.7

Net debt (excluding lease liabilities)492.3445.946.4477.3403.374.0

Net tangible assets432.3430.41.9456.6427.728.9

Net tangible assets per share

1

$1.96 $1.97 $2.07 $1.97

Book value of net assets per share

1

$2.61 $2.83 $2.94 $2.85

Debt / debt + equity ratio

2

53.2%50.9%51.1%48.5%

Equity ratio

2

36.1%37.1%38.9%35.1%

1

Based on shares on issue at the relevant balance date

2

Equity ratio net of intangibles, right-of-use assets and liabilities, prepayments and deferred tax assets. Disclosures in FY24 and prior presentations were net of intangibles only.

thl FY25 ANNUAL RESULTS PRESENTATION
Ex-Rental Fleet Sales

34

$MFY25FY24VARVAR %

Proceeds from ex-fleet sales

New Zealand

19.620.9(1.3)(6%)

Australia

1

33.621.911.754%

North America

96.8110.2(13.4)(12%)

UK/Ireland

2

15.111.04.238%

Total proceeds from ex-fleet sales

165.2164.01.11%

Net book value of ex-fleet sold

New Zealand

(14.1)(13.2)(0.9)(7%)

Australia

1

(22.7)(11.2)(11.5)(103%)

North America

(89.4)(95.0)5.66%

UK/Ireland

2

(12.2)(8.0)(4.2)(53%)

Total net book value of ex-fleet sold

(138.4)(127.3)(11.0)(9%)

Gross margin on ex-fleet sales

New Zealand

5.67.8(2.2)(28%)

Australia

1

10.910.70.22%

North America

7.415.2(7.8)(51%)

UK/Ireland

2

2.93.0(0.1)(2%)

Total gross margin on ex-fleet sales

26.836.7(9.9)(27%)

$KFY25FY24VARVAR %

Average gross margin on ex-fleet sales

New Zealand

23.128.2(5.0)(18%)

Australia

1

27.838.3(10.5)(28%)

North America

8.214.5(6.3)(44%)

UK/Ireland

2

17.621.8(4.2)(19%)

Group

15.721.0(5.3)(25%)

%FY25FY24VAR

Gross profit margin on ex-fleet sales

New Zealand

28.4%37.1%(8.7%)

Australia

1

32.4%48.9%(16.5%)

North America

7.7%13.8%(6.1%)

UK/Ireland

2

19.1%27.0%(7.9%)

Group

16.2%22.4%(6.1%)

#FY25FY24VARVAR %

Ex-fleet vehicles sold

New Zealand

241276(35)(13%)

Australia

1

39227911341%

North America

9111,054(143)(14%)

UK/Ireland

2

1651362921%

Total ex-fleet vehicles sold

1,7091,745(36)(2%)

1

Sales for the Australian division in the FY24 Annual Results presentation included the profit on sale recognised by the Australia Retail division only. To provide a clearer understanding of the total profit contribution to the group from each sale, these

figures now also include the Rentals division’s profit from the intercompany transfer to the Retail division, for vehicles sold in the period (previously recognised by Rentals and eliminated at the group level).

2

Sales for the UK/Ireland division in the FY24 Annual Results presentation included 155 intercompany sales to thl New Zealand in H1 FY24. These have been excluded from the above metrics to show changes in external sales. Intercompany sales are

included on page 17.

thl FY25 ANNUAL RESULTS PRESENTATION
Retail RV Sales (New Zealand and Australia)

35

$MFY25FY24VARVAR %

Proceeds from retail RV sales

New Zealand14.67.17.5106%

Australia189.0216.3(27.3)(13%)

Total proceeds from retail RV sales203.6223.4(19.8)(9%)

Book value of retail RVs sold

New Zealand(13.3)(6.1)(7.2)(117%)

Australia(173.1)(195.2)22.111%

Total book value of retail RVs sold(186.5)(201.4)14.97%

Gross margin on retail RV sales

New Zealand1.31.00.332%

Australia15.921.1(5.2)(25%)

Total gross margin on retail RV sales17.222.1(4.9)(22%)

$KFY25FY24VARVAR %

Average gross margin on retail RV sales

New Zealand11.817.1(5.3)(31%)

Australia8.29.5(1.3)(14%)

Group8.49.7(1.3)(14%)

%FY25FY24VAR

Gross profit margin (%) on retail RV sales

New Zealand8.8%13.7%(4.9%)

Australia8.4%9.8%(1.4%)

Group8.4%9.9%(1.5%)

#FY25FY24VARVAR %

Retail RV sales

New Zealand109575291%

Australia1,9352,214(279)(13%)

Total retail RV sales2,0442,271(227)(10%)

thl FY25 ANNUAL RESULTS PRESENTATION
Fleet Movements

36

UNITS:FY25FY24VARVAR %

New Zealand

Opening fleet1,9671,40056741%

On-fleets787852(65)(8%)

Off-fleets

1

305285207%

Closing fleet2,4491,96748225%

Australia

Opening fleet2,3612,08128013%

On-fleets714928(214)(23%)

Off-fleets

1

489648(159)(25%)

Closing fleet2,5862,36122510%

North America

Opening fleet3,0033,220(217)(7%)

On-fleets813844(31)(4%)

Off-fleets

1

9401,061(121)(11%)

Closing fleet2,8763,003(127)(4%)

UNITS:FY25FY24VARVAR %

UK/Ireland

Opening fleet5905325811%

On-fleets283350(67)(19%)

Off-fleets

1

220292(72)(25%)

Closing fleet6535906311%

Total Group

Opening fleet7,9217,23368810%

On-fleets2,5972,974(377)(13%)

Off-fleets

1

1,9542,286(332)(15%)

Closing fleet8,5647,9216438%

1

Off-fleets consist of vehicles transferred to inventory for sale, intercompany transfers to other jurisdictions (where applicable), and vehicles written-off.

T H L O N L I N E . C O M

---

INTEGRATED ANNUAL
REPORT 2025

OUR JOURNEY

AHEAD

Every great journey has twists, turns and moments
of choice. This year, we’ve explored many pathways,

guided by the flexibility our integrated model provides.

We’ve navigated challenges, weighed our options and,

with the strength of our unified systems, found the

route that we believe offers the strongest way forward.

Now, with our growth roadmap in hand, we’re

travelling with purpose – accelerating momentum,

seizing opportunities and building value for the

long road ahead. Wherever the journey takes us,

we’re ready.

CHOICES
TO

MANAGE

CHALLENGES


PERFORMANcEABOUT USthl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

1

Dear Shareholders
On behalf of the Board, we present

the 2025 Tourism Holdings Limited

(thl) Integrated Annual Report and

consolidated financial statements for

the year ended 30 June 2025 (FY25).

The Board acknowledges its responsibility

for the integrity of this Integrated

Annual Report. We have been delivering

an Integrated Annual Report for thl

stakeholders since FY19. We will be

publishing a separate but related Climate

Statements report of our climate-related

disclosures and greenhouse gas emissions

(GHG/carbon footprint) by 31 October 2025.

We believe the Integrated Reporting

<IR> Framework continues to provide a

holistic framework for our context and

business that is increasingly relevant

in today’s complex and dynamic

business environment.

The Board has applied its mind to the

Integrated Annual Report and believes that

it addresses the most material issues and

presents fairly the integrated performance

of the organisation and its impacts in

accordance with the principles set out in

the International Integrated Reporting

Council (IIRC) Framework. The Integrated

Annual Report has been prepared

according to the IIRC guidelines. The

Integrated Annual Report was approved

by the Board on 25 August 2025 and is

signed on its behalf by:

Cathy Quinn ONZM

Chair

Rob Hamilton

Chair of the

Audit & Risk

Committee

ACKNOWLEDGEMENT

thl acknowledges the Indigenous Peoples

of the lands on which we operate, and

recognises their enduring ancestral

connection to the lands, waters and

skies. We pay our respects to Elders,

past and present.

At a global level, thl is on a journey to build

our cultural capabilities, specifically the

skills, knowledge, behaviours and protocols

required to deliver products and services

in a culturally respectful, genuine and

appropriate manner.

ABOUT THIS REPORTCONTENTS

Financial highlights

4

Letter from the Chair

5

Letter from the CEO

7

PERFORMANCE

Our carbon footprint

31

Our FY25 Future-Fit Health Check

32

Diversity and inclusion reporting

35

Enterprise Risk Management

37

DISCLOSURES

Financial statements

43

Notes to the financial statements

48

FINANCIALS

GOVERNANCE

What we do

13

Global footprint

14

Creating value

15

Our brands

16

Future-fit sustainability

18

ABOUT US

It all starts with the RV

20

Waitomokia – a journey of

resilience and renewal

21

Digital transformation – delivers

across the business

24

Protect – elevating our health,

safety and wellbeing journey

26

Future-fit journey – embedding

and expanding impact

28

STRATEGY

Corporate Governance 96

Remuneration 107

Board of Directors 118

Corporate Information 120

Global Footprint 121


PERFORMANCEABOUT US2thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

CHOICES
In a world where conditions can shift quickly, a flexible business model is a powerful advantage. Our vertically

integrated structure gives us choices in how we respond. Over the past year, we’ve drawn on that flexibility,

exploring a range of potential pathways. Our growth roadmap outlines the key steps ahead. We have passed an

inflection point in earnings and are moving forward with purpose – confident in the path we’ve chosen, and in

our ability to navigate whatever lies ahead.

NORTH AMERICA NZ

AU

UK + IRE BUILD / BUY RENT SELL NZ TOURISM

MARKETS

SEGMENTS

AGILE CAPITAL ALLOCATION


PERFORMANCEABOUT US3thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

AS AT 30 JUNE 2025
1. Refer to the FY25 Annual Results Investor Presentation

for a reconciliation of statutory/reported to underlying figures.

2. On 30 June 2025.

UNDERLYING NET PROFIT AFTER TAX

1


$28.7M


-45%

SALE OF SERVICES REVENUE

$487M


+10%

STATUTORY NET LOSS AFTER TAX

-$25.8M


N/M

SALE OF GOODS REVENUE

$451M


-6%

UNDERLYING EBIT

1

$86.8M


-22%

FULL-YEAR DIVIDEND

2

6.5CPS


-32%

UNDERLYING EBITDA

1

$199.2M


-4%

CLOSING RENTAL FLEET

2

8,564


+8%

RESULT S

FiNANciAl highlighTS

FiNANciAl highlighTS

ABOUT US4thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

PERFORMANCE

FOCUS
On behalf of the Board of Directors, I am pleased to share

with you the 2025 Integrated Annual Report for thl.

FY25 was a challenging year, defined

by uncertainty and instability in thl’s

trading environment globally, a tough

macroeconomic environment and difficult

market conditions throughout. The Board

believes thl has responded to these

challenges effectively and has now passed

an inflection point, with plans in place and

strategic initiatives under way to improve

financial performance and deliver rental

revenue growth while continuing to reduce

costs and manage debt levels effectively.

In a complex and challenging market, thl

has achieved an underlying net profit after

tax (NPAT) of $28.7 million for the year.

1


The statutory net loss after tax of -$25.8

million includes a number of one-off items

as detailed in our FY25 Annual Results

Investor Presentation. The most significant

of these are non-cash impairments of USA

goodwill, and of USA and UK deferred

tax assets.

The FY25 financial result reflects the reality

that the retail RV market remained in

bottom-of-the-cycle market conditions

across the year. However, thl believes the

market cycle is beginning to turn around.

thl has managed its capital and resources

effectively during the year, taking a

measured approach to balance sheet and

debt management and adjusting fleet size

in response to market conditions. At the

same time, it has successfully achieved

cost out and optimisation savings targets

and continues to invest in strategic

projects and improvements.

The core of thl’s business model is the

rentals tourism business, which is showing

strong growth in our key markets of

New Zealand and Australia. Global sale

of services revenue (primarily rentals)

increased by 10% and the rental fleet

expanded 8%, making for over 30% growth

in fleet across the last three years.

The rental business remains the core

driver for growth, led by strong results in

New Zealand (5% EBIT growth on the prior

year). The New Zealand Tourism businesses

also performed very well, delivering a

record EBIT result. However, despite these

improvements, soft demand for RVs and

the resulting decline in thl’s RV sales

profitability across all markets, was the

main factor behind the earnings decline in

FY25. We have seen this market stabilise,

and expect a gradual recovery ahead.

The Board has declared a final FY25

dividend of 4 cents per share, 100%

imputed and 0% franked. The full-year

FY25 dividend of 6.5 cents per share

sees an increase in the pay-out ratio

from 40% of underlying NPAT in FY23

and FY24 to approximately 50% in FY25.

With confidence in the outlook, plans to

moderate fleet growth and an expectation

that net debt will reduce, thl believes it is

appropriate to increase the dividend to the

mid-point of the policy range.

CATHY QUINN ONZM

CHAIR

1 Refer to thl’s FY25 Annual Results Presentation for a

reconciliation of statutory to underlying NPAT.

lETTER FROM ThE chAiRlETTER FROM ThE chAiR

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PERFORMANCE

The growth roadmap is underpinned by the
ambition for thl as a company to deliver a

minimum 15% ROFE across all business areas..

CATHY QUINN ONZM — CHAIR

In June 2025, thl received an unsolicited,

conditional, non-binding indication of

interest from a consortium comprising

BGH Capital and the family interests

of Luke and Karl Trouchet to acquire

thl for $2.30 per share. Following a

comprehensive assessment, the Board

2


rejected this offer, as it was well below

the Board’s view of value of the company,

which was supported by external financial

advisors. As part of this process, CEO Grant

Webster and I met with many of thl’s

key institutional shareholders to receive

their feedback.

Earlier this month, thl also presented its

growth roadmap for the coming years,

setting out the strategic initiatives the

company has been working towards to

address current challenges and enhance

long-term value for investors. The Board

has reconfirmed thl’s business plan, the

strategic initiatives of the growth roadmap

and potential earnings capacity and

believes thl is now poised for a return to

growth. thl believes that the combination

of these factors positions it well to progress

towards its goal to exceed $100 million in

annualised NPAT over the next three to

four years. The Board supports this goal

and will be sharply focused on tracking

performance of plans to achieve clearly

defined growth and return on funds

employed (ROFE) targets.

The growth roadmap is underpinned

by the ambition for thl as a company to

deliver a minimum 15% ROFE across all

business areas. The growth roadmap

sets out strategic initiatives aimed at

improving underperforming areas to

improve towards a 15% ROFE target.

This work has been in progress for some

months – our CEO provides more details

on the roadmap actions.

thl continues to progress our future-

fit sustainability journey and share our

progress in this report. During FY25,

thl prepared its first transition plan –

Changing Gear. As a climate-reporting

entity, thl will release its annual Climate

Statements in October.

I would like to thank all our shareholders

for staying the course with thl during

this difficult period, and I look forward

to updating our shareholders on progress

on the roadmap targets in FY26.

Cathy Quinn ONZM

CHAIR

2 The Board determined that Luke Trouchet would not

participate in the thl Board processes in relation to the

BGH proposal. Accordingly, this reference to the Board

excludes Luke Trouchet.

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PERFORMANCE

thl has stayed proactive in what was a difficult year where we
faced bottom-of-the-market conditions and saw an ongoing

decline in global vehicle sales.

As mentioned by the Chair, the underlying

NPAT in FY25 was $28.7 million. While

this was well below recent years, thl has

still delivered a modest profit in what is

thought to be the most difficult conditions

for the RV industry in decades, where

many industry operators are making a loss.

We first saw a decline in market conditions

in 2024 and took several responsive capital

management actions to address those

challenges. We then saw market conditions

deteriorate further across the first half of

2025, meaning further action was needed.

However, we are now confident that we’ve

made the changes needed to align our

fleet management with market conditions

and we’re turning the corner. We expect

that FY25 reflected a low point and with

market conditions having stabilised, we

believe we have passed an inflection point

at the end of FY25, as we move into FY26.

Our debt position at year-end, capital

expenditure outlook and slower fleet

rotation give us confidence that we have

effectively addressed the issues and are on

the road to recovery.

Through these challenges, we showed

adaptability in the face of uncertainty

and complexity, particularly in our North

American operations. In response to the

introduction of North American tariffs and

the consequential impacts on inbound

tourism into the USA, we reinforced

our focus on ROFE through disciplined

fleet and capital management. Our

geographical spread across the USA and

Canada created choices and opportunities

to manage these challenges. Where

appropriate, we took some managed risks

to enable the Canadian business to have

sufficient fleet to meet high-season rental

expectations. The crew relocated almost

200 vehicles from the USA to Canada in a

matter of a few weeks, going above and

beyond to make it happen.

While the impairment of goodwill, brands

and deferred tax write-offs for the USA

may seem at odds with our stabilised

outlook for North America, we remain

confident about the long-term view

given the opportunities from our North

American synergy project. These synergies

disproportionately benefit our Canadian

cash-generating unit, and as required by

accounting standards, we must assess

our USA goodwill independently from

Canada. Given ongoing uncertainty in

inbound tourism into the USA, on a stand-

alone basis, we believe the impairment

of goodwill and brands for the USA

is appropriate.

Global macroeconomic conditions

have impacted consumer confidence,

which impacts high-value discretionary

spending decisions such as RV purchases.

Declining RV sales trends were evident

across the wider RV industry. The overall

group result was negatively impacted by

the decline in RV sales across all regions,

most significantly in the Australian retail

sales division, which saw a reduction of $5

million in gross profit. A plan is in place to

reduce capital employed and significantly

improve performance in the Australian

retail sales division in the year ahead.

DRIVE

GRANT WEBSTER

CEO

lETTER FROM ThE cEO

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STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

PERFORMANCE

lETTER FROM ThE cEO

Strategic growth roadmap
In August 2025, thl presented its growth

roadmap for the coming years. It is rental

centric, reflecting that rentals, Australasian

manufacturing and tourism are core to the

success of thl’s business model and growth

potential. Slow vehicle sales have been the

main driver for the earnings decline, but we

expect that rental profitability will be a big

driver of the earnings recovery.

The growth roadmap was developed

over several months in 2025 and sets out

the strategic initiatives the company has

been working towards to address current

challenges and enhance long-term value.

As part of the growth roadmap, thl believes

it can achieve its goal to exceed $100

million in annualised NPAT in the next

three to four years.

We recognise there may be scepticism

about this goal. We believe this is an

appropriate goal for thl, supported by our

growth drivers and strategic initiatives.

Industry outlook – tourism and

rentals growth

International travel continues to show

growth in all regions, except the USA,

but is yet to reach pre-COVID-19 levels.

Leisure tourism in particular has a positive

outlook, with government-backed growth

strategies in New Zealand, Australia and

Canada to return to and exceed pre-

pandemic visitor activity. This gives us

confidence for the outlook of our rental

businesses, where international travel

remains a core driver for revenue growth.

The travel industry is seeing some

interesting trends, including the rise in

AI use for booking and a desire for more

curated, individualised experiences.

Emerging markets such as China and

India are growing, and leisure travel,

nature trips and beaches remain popular.

Millennials and Gen Z are becoming the

most influential travellers globally. They

are planning more trips and are highly

engaged online, socially conscious and

mobile savvy. Multi-generational and

blended business and leisure (bleisure)

travel is also on the rise.

We see the direction of all these trends

as positive for the RV category. RV travel

naturally lends itself to off-the-grid, deeper

individualised experiences where travellers

are more closely connected to nature.

Industry outlook – the RV category

Interest in the RV lifestyle remains strong,

with recent RV Industry Association data

from North America showing increasing

appeal for RV travel. Trends to note include

changing demographics with younger and

more diverse owners and more first-time

owners. The median age of RV owners in

the USA is 49 in 2025, down from 53 in 2021,

and 46% of owners are within the 35–54

age range.

3


The growth roadmap was developed

over several months in 2025 and sets

out the strategic initiatives the

company has been working towards

to address current challenges and

enhance long-term value.

GRANT WEBSTER — CEO

GROWTH

3 2025 RV Owner Demographic Profile Overview.

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Rentals business is central
to revenue growth

The engine of thl’s business model is the

rentals business, which is seeing growth.

Global sale of services revenue (primarily

rentals) increased by 10% in FY25, and the

rental fleet grew by 8% to 8,564 vehicles.

We expect further rental revenue growth

in FY26 and beyond. Additionally, as part of

the benefits of merging thl and Apollo, we

expect to be able to service more hire days

with less fleet, supporting better overall

capital efficiency.

The thl rentals forward book shows year-

on-year double-digit percentage revenue

growth in all markets except the USA, and

forward rental revenue in New Zealand and

Australia is currently approximately 25%

higher than the same time last year.

Managing fleet size to the

market conditions

One of thl’s primary competitive

advantages is our expertise in managing

funds employed, tightening up where

required and investing where appropriate.

We expect to continue growing the fleet in

the coming years but at a measured pace.

Global challenges in RV sales led to surplus

rental capacity and lower utilisation than

desired across all markets in FY25. This

creates the opportunity to grow hire days

in future years without a proportional

increase in fleet size. Growing rental hire

days and improving utilisation and capital

efficiency is a priority. Our gross and net

fleet capital expenditure in FY25 has

been lower than in recent years, which

we believe is a prudent strategy in the

current conditions.

Growth roadmap strategic initiatives

to achieve ROFE targets

UK and Ireland: We are conducting a

strategic review of thl’s UK and Ireland

division, and actively exploring strategic

options, including the potential for a capital

release through a divestment to reallocate

funds to markets where thl sees better

returns on effort and investment.

Australasian manufacturing: We have

taken actions to improve production

efficiency and quality in the Brisbane

factory through system, process and

structure changes and reporting

improvements and are taking action to

address the cost gap between the two

markets – on some models, Australian

manufacturing costs are up to 20% higher

after shipping costs from New Zealand.

Australia retail sales: We intend to

reduce capital employed and improve

performance through overhead and

inventory reduction and the rationalisation

of products and brands. We have

reduced inventory levels from a peak by

over $35 million in FY25, and we expect

significant further reductions in FY26.

North America: The focus is on delivering

our 15% ROFE target. Now that tariff-free

RV movements between the USA and

Canada have been confirmed, we intend

to accelerate the North American synergy

project to maximise the potential from

operating as one North America fleet,

leveraging better procurement and sales

tactics to improve overall fleet economics.

This effort will be supported by regional

labour synergies and several demand

generation initiatives.

We intend to provide further updates on

developments on these initiatives over

time as appropriate.

The engine of thl’s business

model is the rentals business,

which is seeing growth.

Global sale of services

revenue (primarily rentals)

increased by 10% in FY25,

and the rental fleet grew

by 8% to 8,564 vehicles.

GRANT WEBSTER — CEO

RENT

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Innovation and improvements in FY25
Despite the challenging operating

environment, thl has continued to invest

in innovation so that we can continue to

evolve and build our capabilities for future

growth. We share more detail on these

initiatives and the impacts and efficiencies

for crew and business performance in the

stories in this Integrated Report.

The major digital transformation

projects announced last year have been

considerably advanced, and we are

starting to see many benefits in cost

savings, efficiency gains, operational

improvements, crew engagement and

customer support. Moving to single

platforms and upskilling our crew’s

digital capabilities through our Winning

Workways initiative have set up thl for

success. It has been a huge undertaking

to migrate to several new systems globally,

and I thank our team for the relentless

drive to make this happen.

We also moved in to our flagship Auckland

site at Waitomokia, an industry-leading

facility that brings our crew together across

head office and operations, enabling much

greater connection and collaboration. It is

exciting to see the energy and innovation

in our work, customer service, community

connection and sustainability performance

by coming together at our new site and

enhancing our role as an industry leader

in tourism in New Zealand.

Health, safety and wellbeing remain a

central pillar for thl. We have continued

to invest and improve through projects

such as our Protect crew engagement

programme and Project Uplift – a global

initiative focused on our most critical

risks and our safety culture.

We remain committed to our future-

fit journey and continue to develop

how we align and embed our global

sustainability programme into strategy,

planning and crew training. This year,

we developed thl’s first transition plan,

setting out our transition pathways and

priorities that will support thl to build its

climate resilience. We will share more

details on our transition plan in our FY25

Climate Statements to be released in

October 2025.

Prudent cost management

We continued to progress cost reduction

and optimisation initiatives this year in

line with the target we announced last

year to deliver at least a $12 million NPAT

improvement in FY27 (relative to an FY24

base) through cost out and optimisation

initiatives. As part of this, we have

rationalised manufacturing locations

in Australia by closing our Melbourne

sub-assembly plant and consolidating

that activity into the Brisbane factory.

We have also adjusted manufacturing

capacity in both New Zealand and

Australia and delivered other group

overhead labour cost savings through

greater efficiency.

Cost management will continue to be

a key focus going into FY26, which we

expect will represent another significant

step-up in implementing our cost

saving initiatives.

lETTER FROM ThE cEO

ABOUT US10thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

PERFORMANCE

We are fortunate to have a lot
of long-serving crew across

our businesses globally, who

push on delivering in their

role every day, regardless of

all that is going on around

the world. It is our crew who

bring our purpose of creating

unforgettable journeys to life.

GRANT WEBSTER — CEO

CREW

Looking ahead

thl believes the combination of growth

factors and strategic initiatives makes

exceeding $100 million in annualised

NPAT over the next three to four years

an achievable goal. This is expected to

be primarily driven by growth in rental

hire days, allowing thl to capitalise

on its operating leverage, the North

American synergy project and cost out

and optimisation initiatives.

Our crew

We are fortunate to have a lot of long-

serving crew across our businesses

globally, who push on delivering in their

role every day, regardless of all that is

going on around the world. It is our

crew who bring our purpose of creating

unforgettable journeys to life. I would

like to thank all our crew – those who are

here for just a season, those starting out

a long-term career with thl and the many

experienced crew members who have

been with thl season after season. I have

high expectations of what thl can deliver

for our crew, customers and shareholders

over the coming 12 months as we continue

our journey.

Grant Webster

CEO

lETTER FROM ThE cEO

ABOUT US11thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

PERFORMANCE

ABOUT US
PERFORMANCE12thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

ABOUT US

Today, thl is a leading interconnected global operator in the RV industry with
comprehensive integration across the build (manufacturing), rental and sales

segments. Our rentals business remains the cornerstone of thl, providing the

largest contribution to earnings. This vertically integrated model sets us apart

from our global competition, and in the Australasian markets where we are fully

integrated, this has historically enabled thl to deliver better ROFE.

We have decades of experience constructing durable vehicles specifically

designed for the rental market that maximise returns from the rental phase

and for the strategic optimisation of value on sale. Our business model generates

profit at each stage – during the build, through the rental phase and on the sale of

each RV – to extract the greatest value from each RV throughout its lifecycle.

WhAT WE dOWhAT WE dO

WhAT WE dO

PERFORMANCE13thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

ABOUT US

AS AT 30 JUNE 2025
GLOBAL FOOTPRINT

SOUTHERN

AFRICA

Franchise

JAPAN

Franchise

RENTAL FLEET

2,586

RENTAL FLEET

2,449

RENTAL FLEET

653

RENTAL FLEET

2,876

NZ

UK

+ IRE

AU

USA

+ CAN

RV rentals


New and ex-rental

RV sales


RV and commercial

manufacturing


Tourism attractions

and activities


Digital tourism app


RV rentals


New and ex-rental RV sales


RV manufacturing


Digital tourism app


RV rentals


Ex-rental RV sales


RV rentals


Ex-rental RV sales


Digital tourism app

TOTAL RENTAL FLEET

8,564

LOCATIONS

LOCATIONS

LOCATIONS

LOCATIONS

CREW

CREW

CREW

CREW

4

18

17

21

158

619

1,125

606

Rental fleet as at 30 June. Crew as at 31 May.

PERFORMANCE14thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

ABOUT US

OUR RESOURcESBUSiNESS MOdElOUR iMPAcTS ANd OUTcOMES
Letter from the Chair p.5

Letter from the CEO p.7

About us p.12

Financial statements p.43

Protect – elevating our 

health, safety and

wellbeing journey p.26

Diversity and inclusion

reporting p.35

Waitomokia – a journey

of resilience and renewal p.21

Future-fit journey p.29

Future-fit journey –

embedding and

expanding impact p.28

Our carbon footprint p.31

About us p.13

Enterprise Risk

Management p.37

Global footprint p.14

Digital transformation –

delivers across the business p.31

lEARN MORE

OUR PURPOSE

OUR VALUES

Creating

unforgettable

journeys

Do the right thing

Be curious

Be happy to

Enjoy the ride

INFRASTRUCTURE

Our multinational

operations, facilities

and equipment

Our global systems

and technology

KNOWLEDGE

Our knowledge,

skills and RV expertise

from our vertically

integrated build/

buy-rent-sell model

NATURE

The natural resources,

ecosystems and

destinations on

which we depend

RELATIONSHIPS

Our partners, industry

relationships and

community

connections

OUR CREW

Our talented crew and

commitment to our

core values

FINANCIAL

Our investors and

access to capital

RENT

BUILD/BUY

SELL

AcTiVE gOVERNANcE ANd RiSK MANAgEMENT

CREATING VALUE


Revenue, growth and financial returns.


Worldwide, world-class RV products and services.


Guest travel and tourism experiences.


Vertically integrated, multinational global RV business.


Climate impacts and carbon emissions from our fleet and operations.


Transition plan to address climate-related risks and opportunities.


Impacts of our products in communities and destinations guests visit.


Promoting regenerative travel that positively impacts destinations.


The sensitive ecosystems in which we operate in Waitomo, New Zealand.


Resources used by our fleet and operations – fuel, energy and water

– and the emissions and waste our activities generate.


New fleet, technology, product design and development innovation.


Action to address our greatest climate and carbon challenge – the

emissions from our vehicle fleet.


Strong, long-term supplier relationships in RV and tourism sectors.


Complex global supply chain has social, environmental and

economic impacts.


Global network of sites and infrastructure expanded manufacturing

facilities, equipment and operations.


Future-fit branch action plans to manage impacts of water, energy,

waste and emissions, and positive impacts on communities as well

as congestion and potential impacts from freedom camping.


Technologies and systems to manage complexity and growth.


Deep connections in tourism and RV industry.


Social licence to operate at our sites and where products are used.


Responsible travel partnerships and programmes in each region.


Working with suppliers to improve supply chain transparency, risks,

sustainability performance and circularity.


Crew engagement and wellbeing.


Healthy and safe workplaces.


People Promise to provide the tools, skills and identity to succeed.


Fostering a diverse and inclusive culture.


Building our cultural capability.

PERFORMANCE15thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

ABOUT US

We are a global leader in recreational vehicle brands, offering
enriching experiences for travellers worldwide. Our diverse range of

brands provide opportunities to embrace the RV lifestyle, with options

tailored to meet the needs and preferences of every demographic.

Signature range

Our premium brands

with the newest, most

sophisticated and

fully self-contained

motorhomes to travel

in style.

Flagship range

Our most extensive

and diverse fleets,

offering options to suit

roadtrippers’ unique

style and needs.

Adventure range

Unrivalled choice for

freedom and adventure

to find the road less

travelled.

Value range

The basics done

brilliantly, with value

around every turn.

BUILD/BUYRENT

Action Manufacturing and its subsidiaries deliver

innovative, durable and high-quality vehicle bodies

and trailers, catering to the RV, ambulance, refrigerated

transport, logistics and mobile health sectors.

OUR BRANdSOUR BRANdS

PERFORMANCE16thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

ABOUT US

Our retail dealerships
Our RV brands

* Sold under licensing arrangements

* Sold under licensing arrangements

Our network of sales dealerships offers a wide range of quality

new and used motorhomes, campervans and caravans, after-

sales and service options and extensive retail ranges – everything

the lifetime RV owner needs.

A range of award-winning adventure experiences and

flexible touring options – from Black Water Rafting to the

Kiwi Experience travel network to free independent travel

with our app-based travel platform CamperMate.

Discover Waitomo

Embark on a journey

to explore the natural

wonders, culture and

adventure experiences

of the world-famous

Waitomo region.

Discover more.

Discover Waitomo.

Kiwi Experience

Award-winning, flexible and

adventure-filled hop-on hop-

off and small-group bus tours

across New Zealand, catering

to travellers seeking a unique

and social way to explore.

Travel technology

We empower independent

travellers to explore and book

unique adventures throughout

Australia and New Zealand. This

leading experiential travel platform

offers a user-friendly app available

on the App Store and Google Play

Store, along with a comprehensive

website at www.campermate.com.

SELLTOURISM

OUR BRANdSOUR BRANdS

PERFORMANCE17thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

ABOUT US

OUR FUTURE-FIT SUSTAINABILITY JOURNEY
At thl, we take a science and systems-based approach to

addressing our sustainability impacts, guided by the 23

break-even goals of the Future-Fit Business Benchmark.

Our global sustainability programme is focused on our priority

future-fit goals, and we share an update on our future-fit

sustainability journey progress in FY25 on (see page 28) and

annual Future-Fit Health Check (see page 32).

In FY25, we developed our first transition plan – Changing

Gear, which responds to our material climate-related risks

and opportunities. Our transition plan actions are aligned

and integrated with our global sustainability programme.

The thl FY25 Climate Statements will be released by 31 October

2025 and available on thlonline.com and thlsustainability.com.

Our global future-fit sustainability programme

CLIMATE & CARBON STRATEGY

DECARBONISING OUR BUSINESS

FUTURE FLEET PROGRAMME

TRANSITIONING TO A LOW-CARBON FLEET

SUSTAINABLE PROCUREMENT

OUR GLOBAL FRAMEWORK AND

CIRCULAR ECONOMY PILOTS

THRIVE

SUPPORTING OUR CREW, CREATING

A HEALTHY CULTURE AND BUILDING

CULTURAL CAPABILITY

ACCELERATE

PARTNERSHIPS FOR POSITIVE IMPACTS

IGNITION

CREATING FUTURE-FIT BRANCHES

• Operational GHGs

• Product GHGs

• Renewable energy

• Product GHGs

• Products repurposed

• Sustainable procurement

• Products repurposed

• Employee health

• Living wage

• Fair employment terms

• Employee discrimination

• Employee concerns

• Community health

• Natural resources

• Operational encroachment

• Community health

• Product communications

• Product concerns

• Product harm

• Renewable energy

• Water use

• Operational emissions

• Operational GHGs

• Operational encroachment

• Operational waste

GOALS

GOALS

GOALS

GOALS

GOALS

GOALS





FUTURE-FIT SUSTAINABILITYFUTURE-FIT SUSTAINABILITY

PERFORMANCE18thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

ABOUT US

STRATEGY
PERFORMANCEABOUT US19thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY


1,633

3,753

8,564

1,096

RENTAL REVENUE

IT ALL STARTS WITH THE RV

VERTICAL INTEGRATION:

THREE POINTS OF MARGIN CAPTURE

RV SALES REVENUE

1

$254M

$442M

$387M

RV MANUFACTURING

REVENUE

1

RVs BUILT IN FY25

2

RVs BOUGHT IN FY25

3

VEHICLES SOLD

GLOBALLY IN FY25

RENTAL FLEET

AT YEAR-END

1. Includes intercompany revenue

that is eliminated at a group level.

2. New Zealand and Australia.

3. North America and UK/Ireland.

RENT

BUILD/BUY

SELL

20

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

ABOUT USPERFORMANCEthl INTEGRATED ANNUAL REPORT 2025


In May 2025, we opened our industry-leading site at Waitomokia in Auckland. This brings

together our highest-volume rental sites, a new world-class RV Super Centre and our

global support teams on one site – where our guests and customers are – creating a hub

for innovation to thrive and uniting our New Zealand teams under one roof for the first time

to foster collaboration at an unprecedented level. New Zealand is the last location globally

to combine operations and support and will serve as a global benchmark for health, safety,

innovation, sustainability and cultural responsibility.

WAITOMOKIA

a journey of

resilience and renewal

The design of the new site carefully

considered ways to maximise operational

efficiencies and achieve synergies across

our operations that will result in significant

cost savings. Site design and layout are

focused on flow and functionality for

end-to-end processes to vastly improve

productivity and performance. The new

site achieves streamlined operational

processes for rentals and retail operations,

removing the need for vehicle movements

between sites, resulting in significant

resource, cost and time savings.

Finding a new home after a fire destroyed

our Auckland branch in 2020 was more

than constructing a new space – it became

a defining moment in thl’s evolution.

When we first imagined our new home,

we thought the space we envisioned did

not exist and that we would need to build

something new, with all the challenges

and financial and environmental costs

associated with developing a new site.

We needed a place that reflected who

we were, who we aspired to be and the

deep connection we have with the land

and our people. We found this at the site

that was previously the location of Villa

Maria – a large and unique space that

just so happened to perfectly suit our

needs across rentals, sales, workshop and

head office. Rather than demolishing the

existing structures and rebuilding, we took

an environmentally responsible path by

revitalising and repurposing the existing

buildings. This minimised environmental

impact, reduced construction waste and

preserved the integrity of a space that had

already won multiple architectural awards

in the early 2000s.

A consultation process led by local iwi

guided environmental efforts, aligning

sustainability practices with traditional

conservation values. The integration of

land preservation strategies, rainwater

harvesting and repurposed materials

were all directly shaped by insights

gained through our partnership with iwi.

200,0002.4X

80

%

STRATEGIC CHOICE + IMPACT

LITRES OF

RAINWATER

HARVESTED

INCREASE IN

RETAIL AND

SHOWROOM SPACE

FINANCIAL

OUR CREW

RELATIONSHIPS

NATURE

KNOWLEDGE

INFRASTRUCTURE

FUTURE-FIT SUSTAINABILITY

● CLIMATE AND CARBON

● THRIVE

● ACCELERATE

● IGNITION

REDUCTION IN RESOURCES

USED FOR VEHICLE WASHING

PERFORMANCEABOUT US21thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

Repurposing the site –
a future-fit approach

We partnered with renowned architectural

firm Jasmax to bring our vision to life.

The challenge was to enhance an award-

winning structure and preserve its integrity

by adapting existing buildings and

repurposing materials.

Steel beams removed during renovations

were carefully repurposed throughout

the site, reducing the demand for new

materials. Where additional resources

were needed, we sourced environmentally

responsible alternatives.

Waitomokia is built over ancient aquifers

of immense significance for local iwi.

Water conservation and protecting the

health of the catchment was a high priority.

We integrated advanced rainwater and

stormwater harvesting systems. Recycled

water is now used for laundry operations,

RV washing stations and irrigation to

conserve natural water reserves.

The building’s lighting system was entirely

upgraded to LED fittings, significantly

reducing electrical load and improving

long-term energy efficiency. Natural light

is optimised through strategic architectural

adaptations, minimising reliance on

artificial lighting during daylight hours

and further lowering our carbon footprint.

The Pūnai waterway near the site was

carefully studied during planning so that

all adaptations supported ecological

preservation. Native plantings were

introduced to enhance biodiversity

while integrating the site into its

natural surroundings.

Carbon emissions reductions were

achieved by revitalising an existing

building, avoiding emissions associated

with new construction, and taking an

adaptive reuse approach to minimise waste

and maximise function and longevity.

Honouring the land, its legacy and our

responsibility as kaitiaki

We recognised early on that the site

carries a legacy that demands respect

and our responsibility to honour the

cultural significance, history and future

of the whenua (land) we occupy.

We had the privilege of working alongside

Te Ahiwaru, Te Ākitai Waiohua and Ngāti

Te Ata Waiohua through partnership

and meaningful collaboration. Every

step of our transformation was guided

by history, tradition and a commitment

to kaitiakitanga.

The integration of te reo Māori into the

identity of our headquarters enabled the

stories and significance of this place to

be acknowledged. We commissioned

Māori artists whose mahi toi reflects

the narratives of the land, infusing the

space with visual reminders of our

responsibility to uphold kaitiakitanga.

This collaboration means our headquarters

is far more than a place of business – it

is a space of connection, respect and

cultural acknowledgement.

WAITOMOKIA

Coming together as one team

creating a global gateway

The move to Waitomokia achieved a key

milestone. For the first time, our entire

team in Auckland is united under one roof.

Auckland was our only location globally

where thl’s group support crew were not

based on an operational site. Teams from

across four separate Auckland locations are

now together at the new headquarters site.

One of the most transformative elements

of our new headquarters is the RV Super

Centre and showroom – a world-class

space designed to offer a premium

experience to customers purchasing

motorhomes and accessories. The

600-square-metre retail shop sets a new

standard for industry-leading customer

experience and is a significant opportunity

for us to expand this part of our business.

The RV Super Centre at Waitomokia is a

must-visit destination for anyone in the

Auckland region and beyond looking at

purchasing an RV.

As we step into this new era, we do so

with a deep commitment that reflects

our values, grounded in sustainability,

cultural respect and industry excellence.

Our new headquarters is not merely a

physical space – it is a representation of

who we are and where we are heading.

WATER

Waitomokia is built over

ancient aquifers of immense

significance for local iwi.

Water conservation and

protecting the health of the

catchment was a high priority.

PERFORMANCEABOUT US22thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

CULTURE
CUSTOMERS

COUNTRY

For the first time, our entire team

in Auckland is united under one

roof. Teams from across four

separate Auckland locations

are now together at the new

headquarters site.

The 600-square-metre retail shop

sets a new standard for industry-

leading customer experience and

is a significant opportunity for us to

expand this part of our business.

Our partnership with local iwi

enabled the stories of this place

to be represented through design

elements in artworks created by

local Māori artists that reflect the

significance and cultural narratives

of the land, infusing the space with

visual reminders of kaitiakitanga,

our responsibility to care for

this place.

PERFORMANCEABOUT US23thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

FINANCIAL
OUR CREW

RELATIONSHIPS

NATURE

KNOWLEDGE

INFRASTRUCTURE

This year, we reached significant milestones in our global digital transformation journey,

implementing major global platform changes across critical operational, financial and people

systems. We now have the global platforms and technical infrastructure in place to grow,

and we are sharply focused on delivering benefits for increased revenue, efficiencies and

productivity gains, enhanced guest experience and end-to-end business process improvement.

This result is the culmination of several years of investment.

FA S T E R

REPORTING

AND INSIGHTS

5x

4x

STRATEGIC CHOICE + IMPACT

In last year’s report, we highlighted that

a core element of managing complexity

and achieving growth for thl globally is

having the right technologies and systems

in place. Successfully completing a major

programme of digital transformation

projects was a huge undertaking.

We now have effective cross-regional

benchmarking for the first time,

unlocking learning opportunities across

our global operations and providing a

solid foundation for future initiatives.

Our digital transformation enables us to

achieve global process enhancements,

with faster returns on investment that

add value for our guests and crew.

Major milestones achieved


Motek single global fleet management

system: The global rollout of Motek

concluded this year when Canada went

live in late 2024. This major achievement

brings all rental businesses onto one

platform. We are already leveraging

the business benefits of this change,

standardising processes, and workflows,

eliminating inconsistencies, reducing

complexity and generating cost savings.


Databricks – a global data lakehouse

platform: We successfully completed a

two-year data platform modernisation

across our global regions. The previous

platform was not able to scale for thl’s

growth. The new platform delivers

significant cost savings, faster and more

accurate insights and lower maintenance

costs. We also expanded our ERP

Microsoft Dynamics 365 finance system.


Global back-of-house enterprise asset

management: A great demonstration

of the benefits of these developments

is our pilot to standardise back-of-house

rental operations. This project leveraged

Motek and Microsoft Dynamics 365

systems to improve efficiency and

asset visibility and transition from

manual paper processes to automated

processes for preventive and corrective

maintenance tracking. Redesign

initiatives have streamlined workflows

and connected operations across the

rental lifecycle, delivering measurable

improvements in process consistency

and operational control. We will expand

this approach globally in FY26.

FASTER WITH

ONE EFFICIENT

SYSTEM BUILD.

DIGITAL TRANSFORMATION

delivers across the business

FUTURE-FIT SUSTAINABILITY

● THRIVE

● SUSTAINABLE PROCUREMENT

● IGNITION

digiTAl TRANSFORMATiON

PERFORMANCEABOUT US24thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY


New content management system

for our websites; We successfully

migrated multiple existing sites to a

single platform, providing more secure

cloud architecture and lower ongoing

maintenance. This enables us to

modernise quickly, reduce cyber threats,

implement user experience upgrades

and improve our content quality,

enhancing our brand presence to

increase conversion rates.


Human Resources Information System:

The final major transformation in FY25

was the implementation of a new

global HRIS platform, which is nearing

completion. This creates opportunities

for more streamlined processes, training,

information accessibility and improved

data and insights and enables us to

expand and enhance initiatives to

support our crew to be successful, using

role-based training, learning pathways

and global and local collaboration tools.

Empowering our crew

Digital transformation is a strategic enabler

of crew productivity and operational

efficiency. Our global crew enablement

programme Winning Workways launched

in FY25. This structured, digital-first

approach to collaboration and enablement

has doubled its reach from the initial pilot.

Around 10% of crew are now training as

Champions, supporting their teams to

build digital competency by embedding

collaborative tools and consistent digital

practices globally.

We have prioritised developing core digital

skills, including the adoption of Copilot and

other approved AI tools, and we are already

seeing benefits in improved efficiency of

business processes, automating routine

tasks and surfacing insights. We are

hearing from crew that AI is freeing up

time for higher-value work and improving

decision making at all levels.

We continue to expand our cyber security

protection with new, improved policies

around data categorisation and monitoring

and high-profile cyber security awareness

campaigns to help our crew stay safe

online. We are building a new crew-centric

digital ecosystem for seamless access to

information and tools to support our digital

enablement. These efforts are improving

crew experience and ensuring compliance

and scalability as we grow so our crew are

equipped and inspired to thrive in a digital-

first environment.

Embracing the power of AI

At thl, we believe exploring the potential

of AI is for everybody. Winning Workways

has enabled crew to learn, test and identify

opportunities to automate processes

and implement efficiencies. It is exciting

to see crew exploring and innovating to

help find and test new uses. We have

established an AI clearinghouse to govern

and ethically manage our opportunities

with AI tools. We believe taking a proactive

leadership approach – rather than sitting

back and waiting – is the best way to

build our maturity in this space. Taking a

crew-centric approach supports building a

culture of innovation and digital capability

to understand and embrace new AI tools in

an appropriate and beneficial way.

Where next for thl’s digital

transformation journey?

Our digital transformation has built

consistency, collaboration and confidence

in our digital capabilities, tools and

information flows for thl globally. We are

taking advantage of the single platforms

to leverage value and build our capabilities.

We have global visibility to identify the

best of what we have across the business

and can scale global implementation.

Our ability to pilot in one region, test,

learn and implement changes quickly

and effectively, learning and adapting as

we go, is now a core strength. Change

processes are mature, disciplined and

efficient, so transformation is part of how

we do business, not a disruption.

STRENGTH

Our ability to pilot in

one region, test, learn

and implement changes

quickly and effectively,

learning and adapting

as we go, is now a core

strength.

PERFORMANCEABOUT US25thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

PROTECT
At thl, we are dedicated to the health, safety and wellbeing of all our crew, guests,

customers, contractors and stakeholders. Our first priority is to prevent harm, and our

primary goal is that, at every site, crew leave work as well as they came, if not better.

Protect is thl’s high-impact crew safety

engagement programme launched last

year. It aims to bring health, safety and

wellbeing to life every day for all our crew.

The underlying principle of Protect is to

connect why health and safety is important

to our business and to all of us in the way

that we do our work.

The core elements of the Protect

programme are a consistent clear brand,

highly visible and targeted resources

and messaging, and frequent proactive

crew engagement activities to drive

conversations and a positive, proactive

approach. FY25 was the second full year

of the Protect programme, and we have

effectively embedded Protect across the

business globally using a regular ‘rinse

and repeat’ methodology.

We are confident Protect has shifted the

dial for our crew engagement. This was

reflected in our global crew survey in FY25,

which showed a significant increase in

engagement and positive survey responses

that all injuries are preventable and that thl

cares about the health and safety of its crew.

Protect has now been rolled out in each

of our regions, with good momentum

and energy as teams have regular

conversations about the fundamentals of

Protect. This has driven greater awareness

and increased reporting of hazards, near

misses and incidents – a sign of a strong

safety culture.

Power Ups

A core Protect crew engagement activity

is our regular Power Ups – structured

bite-sized conversations that our branch

or location managers have with their crew

around a specific topic fundamental to

health and safety. Some Power Up topic

examples: Why do I want to go home

safely from work? What is a hazard and an

incident? How do we better understand

our critical risks? Power Ups are delivered

consistently to all crew globally. Every

team leader facilitates the Power Up

conversation topic with their team, and the

information and feedback flows through

the organisation. This gives all crew an

opportunity to report anything or raise any

issues and opportunities they have seen at

their locations. This can be shared across

the globe to inform other branches that

might be dealing with similar hazards.

Project Uplift

A strategic priority for our global health,

safety and wellbeing (HSW) programme

in FY25 was completing Project Uplift, a

global initiative to review the controls in

place to manage our critical risks. It has

brought a new level of maturity to our

health and safety processes with Protect

and Project Uplift working together

effectively – Protect focuses on the why

and Project Uplift focuses on the how.

The work to complete Project Uplift was

a substantial effort for crew globally over

the last year. Teams reviewed mandatory

control requirements and audited all

controls required to manage our critical

risks at every location. Action plans to

address control improvements were

identified and implemented.

Through Project Uplift, we have assessed

and audited the controls for our critical

risks at all locations globally, and seen

that action plans are in place to address

control improvements. This approach has

strengthened the capability of leaders

and teams to understand the mandatory

controls in place and manage critical risks

for each location.

elevating our health, safety

and wellbeing journey

500

43

%

STRATEGIC CHOICE + IMPACT

PROTECT POWERUPS

RUN THROUGHOUT

thl NETWORK

FUTURE-FIT SUSTAINABILITY

● THRIVE

● IGNITION

REDUCTION IN LOST TIME INJURY

FREQUENCY RATE (LTIFR)

OVER

FINANCIAL

OUR CREW

RELATIONSHIPS

NATURE

KNOWLEDGE

INFRASTRUCTURE

PERFORMANCEABOUT US26thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

Project Uplift has created clarity and
transparency of our controls and how

these are operating across our sites

globally. Documenting and auditing

our controls in this way has created a

comprehensive library of controls for all

our sites with consistent documentation,

providing greater visibility and assurance

that the mandated controls are in place

and operating effectively.

Health, safety and wellbeing

reporting

We have identified six critical health and

safety risks for our business: working at

height, traffic management, dangerous

materials, dangerous plant, dangerous

machinery and our public interface. Our

business leaders and teams are actively

managing these risks, supported by a

global network of HSW Leads providing

specialist advice and guidance.

We continue to drive continuous

improvement in our health, safety

and wellbeing practices and to build

a culture of active safety leadership at

all levels, with active engagement from

all our crew.

Your Workmates

18.20

LTIFR – FY25

SIGNIFICANT REDUCTION

FROM 31.96 IN FY24

UNITED

We continue to drive

continuous improvement

in our health, safety and

wellbeing practices and

to build a culture of active

safety leadership at all levels,

with active engagement

from all our crew.

As we continue to take meaningful steps

on our HSW journey, we have seen a

marked increase in crew engagement,

hazard reporting and safety culture, with a

110% increase in hazard reporting and crew

observations. Our LTIFR was 18.20 in FY25 –

a significant reduction from 31.96 in FY24.

PERFORMANCEABOUT US27thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

FUTURE-FIT JOURNEY
Elevating our approach to working with a

future-fit mindset and methodology across

all business operations has been a focus

in FY25. We identified the key integration

points for future-fit impact and have put in

place mechanisms to support consistently

applying future-fit decision making in our

planning, projects, processes and training.

A highlight this year was the development

of new online future-fit training modules

and learning pathways to support all

crew to better understand our future-

fit journey and the actions required to

support progress. This is currently being

implemented through the new global

HR platform.

We highlight our progress on each

workstream of our global sustainability

programme below. The annual Future-Fit

Health Check for FY25 shares our progress

across all 23 Future-Fit Break-Even Goals

of the Future-Fit Business Benchmark

on page 32.

Climate and carbon strategy –

Changing Gear

In FY25, we prepared our first transition

plan – Changing Gear. Developing

our transition plan reflects the core

assumptions of our business model

and strategy and builds on existing

work, including Future Fleet. We have

identified four key workstreams and the

actions we intend to take now and in the

future to enable thl to respond to our

material climate-related physical and

transitional risks.

Our Changing Gear transition plan work

programme is intended to become our

climate and carbon strategy future-fit

workstream to align and leverage progress

embedding sustainability action in our

business globally.

We will provide more information in

our FY25 Climate Statements to be

released in October 2025. Our FY24

Climate Statements are available at

www.thlsustainability.com.

Future Fleet

Our greatest sustainability challenge

remains addressing the emissions from

our motorhomes. We continue to actively

scan for transition tipping points to low-

emissions vehicles globally. Our annual

Future Fleet scans in each region have

highlighted that progress remains slow for

vehicles suitable for RV use. We are seeing

a slower pace on zero-emissions vehicle

regulations in some regions, particularly

in North America. As a result, original

equipment manufacturers and other

manufacturers are taking a more measured

approach and considering a wider range of

transition technologies.

We continue to explore electric vehicle pilot

opportunities and engage with industry

on progress, including as a member of

the RV Industry Association Sustainability

Committee. Action Manufacturing

subsidiary Transcold NZ is now the

official channel for Addvolt, providing

New Zealand commercial operators with

direct access to industry-leading plug-

in electric systems for refrigerated vans,

trucks, trailers and containers. In FY25, we

piloted using AI data analytics platform to

compare the lifecycle impacts of different

RV types.

We remain committed to our future-fit journey and to addressing our priority future-fit goals, including

the emissions from our motorhome products and operations. Our global future-fit sustainability

programme is well established and integrated across our business strategy, plans and operational

activities. Future-fit progress and goals are considered at all levels – from our site-based actions to

business strategy and capital investment decisions – and are an integral part of business plans.

embedding and

expanding impact

STRATEGIC CHOICE + IMPACT

FUTURE-FIT SUSTAINABILITY

Ignition

FUTURE-FIT ACTION PLANS

TRACKED WITH CARBON

IMPACT REPORT

ALL BRANCHES HAVE

FUTURE FLEET

SCANS

IN EACH REGION

AI PILOT OF

OUR RVS

TO BETTER

COMPARE

LIFECYCLE IMPACTS

● CLIMATE

AND CARBON

● FUTURE FLEET

● SUSTAINABLE

● THRIVE

● ACCELERATE

● IGNITION

FINANCIAL

OUR CREW

RELATIONSHIPS

NATURE

KNOWLEDGE

INFRASTRUCTURE

FUTURE-FIT JOURNEY

PERFORMANCEABOUT US28thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

Sustainable procurement
In FY25, we continued to mature our

sustainable procurement approach and

capability. We progressed Level 4 Enhance

within our sustainable procurement

framework and expect to complete the

final Level 5 Lead of the framework in

FY26. In October 2024, we released our

second global modern slavery statement

with an analysis of global supply chain

risks by region. We are following our anti-

modern slavery roadmap and intend to

report on our progress in our next global

modern slavery statement to be released

in October 2025.

Thrive – our people goals and

cultural capability

At thl, we are committed to being a

business that values diversity and is open,

inclusive, respectful and culturally aware.

We prepared our first Diversity, Equity and

Inclusion (DEI) Strategy and Roadmap last

year, and in FY25, we focused on moving

from programme development to a leader-

led approach embedding this work as a

core part of living our values at thl – see

page 35.

We are proud to have reaffirmed

our commitment to reconciliation in

Australia with the launch of our second

Reconciliation Action Plan (RAP). There

are four RAP levels in the Reconciliation

Australia framework. We successfully

achieved our first Reflect level RAP and

advanced to the next Innovate level RAP.

We are privileged to have partnered with

Indigenous Design Labs to bring our

Innovate RAP into creation, designed

by a team of aspiring First Nations

designers aged 13–19 under the mentorship

of the teams from ingeous studios and

Red Ochre Republic. Learn more about

the inspiring design work story here.

Accelerate – partnerships for impact

We believe that travel brings people

together and builds understanding and

connections across diverse cultures,

communities and experiences. Reflecting

our global commitment, we continue

to build our cultural capability and

respectful relationships with First Nations

Peoples and promote Indigenous tourism

experiences to our guests. In Australia and

Canada, we launched an initiative enabling

our crew to participate in Indigenous

tourism experiences for cultural learning

and relationship building with Indigenous

tourism operators.

As a founding partner in the Tiaki

Promise in New Zealand, we embrace

our responsibility to elevate Tiaki Promise

awareness and engagement for all

our guests. We bring this to life as an

integral part of our activities in Waitomo.

At Kiwi Experience, our drivers receive

training to support engaging guests

on our bus tours, and in New Zealand

Rentals, we have aligned future-fit action

plans with the Tiaki Promise actions to

increase engagement.

We are delighted to have received the

new Sustainable Tourism Certification

from Ecotourism Australia for all our

rentals brands and branches across

Australia. This certification is based on a

comprehensive review and reflects our

sustainability programme progress and

our commitment to responsible travel,

as communicated to our guests through

our RV with Respect initiative.

Ignition – future-fit branches

We continue to expand and embed

our future-fit branches programme

at all sites globally. We have a future-

fit assessment for branch relocations,

which present significant opportunities

for positive improvement and impact.

The redevelopment of Waitomokia is

an example of what is possible.

All our branches globally continue to work

on actions to improve energy efficiency

and use of renewables, reduce waste,

conserve water and contribute to the

community. We have improved our carbon

impact reports, used to track our progress.

New future-fit action plan training modules

were implemented in FY25 to build crew

awareness and engagement in these areas.

We are currently refining our future-fit

action plans for the retail site network to

identify and prioritise initiatives with the

highest impact.

THL584 RAP Design for Waitomokia-2000x1420.indd 1THL584 RAP Design for Waitomokia-2000x1420.indd 106/11/2024 4:44 PM06/11/2024 4:44 PM

PARTNERSHIP

We are privileged to have

partnered with Indigenous

Design Labs to bring our

Innovate RAP into creation,

designed by a team of

aspiring First Nations

designers aged 13–19 under

the mentorship of the teams

from ingeous studios and

Red Ochre Republic.

VidEO

PERFORMANCEABOUT US29thl INTEGRATED ANNUAL REPORT 2025

DISCLOSURESGOVERNANCEFINANCIALSSTRATEGY

DISCLOSURES
DISCLOSURES

PERFORMANCEABOUT US30thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALS

OUR CARBON FOOTPRINT
This year, we will again be

publishing our greenhouse

gas (GHG) emissions data in

our Climate Statements

report, which shares our

climate-related disclosures in

compliance with New Zealand

Climate Standards (NZ CS) 1, 2

and 3. We continue to monitor,

manage and report our GHG

emissions (Scopes 1, 2 and 3)

across our operations and

value chain. We are currently

undergoing assurance of

our FY25 GHG emissions

inventory and will report the

assured results in our FY25

Climate Statements by

31st October 2025.

As disclosed in last year’s report, thl reset

its GHG emissions baseline year as FY24.

This change was a result of a shift from an

‘equity share’ approach to an ‘operational

control’ approach, which moved all of

our customers’ journey emissions from

Scope 1 to Scope 3. This baseline provides

a more relevant, accurate basis for

future comparisons.

We are accordingly currently revising

our existing science-aligned Scope 1 and

2 targets to account for the changes to

thl’s GHG emissions baseline year and

will update on progress in our FY25

Climate Statements.

thl’s emissions inventory is influenced by

changes in business activity, for example

the reduction in the number of units sold

across both Manufacturing and the Retail

businesses from FY24 has reduced thl’s

FY25 Scope 3 emissions. Our operational

emissions (including Scope 1, Scope 2,

and specific Scope 3 emissions activities)

are impacted by changes including site

relocations and higher rental activity

levels. We have continued to make

ongoing improvements this year to data

quality and consistency to reduce the

number of required assumptions in our

emissions inventory.

We believe that our sustainability

initiatives, including energy efficiency

improvements, renewable energy

adoption, and supply chain engagement

are making an impact. However, the

emissions from our customers’ journeys

and the use of motorhomes and other

vehicles that we sell (use of sold products),

remain our largest challenge. We aim

to be a leader and to transition our fleet

to lower emissions technologies, but as

a technology taker, thl is significantly

constrained by the limited availability

of suitable zero or low-emission chassis

and charging network infrastructure.

We continue to proactively explore

transition pathways through our Future

Fleet scans and intend to revisit developing

a Scope 3 target at the time when more

viable options are available to reduce

vehicle emissions. We continue to focus

on optimising existing technologies and

improving operational efficiencies to

achieve emissions reductions elsewhere

in our inventory.

thl is a climate-reporting entity under

the New Zealand Financial Markets

Conduct Act 2013. Further information

about our GHG emissions, our targets,

our climate risks and opportunities

and how these are being managed

will be disclosed in a separate Climate

Statements report to be published on our

website at www.thlsustainability.com by

31st October 2025.

PERFORMANCEABOUT US31thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

We are on track and can
continue our journey

We have minor gaps but

know how to close them

We have major gaps and

need to rethink

We are off track and need

to redesign our course

OUR FY25 FUTURE-FIT HEALTH CHECK

KEY: Health Check assessments, done in accordance

with the internationally recognised Future-Fit Business

Benchmark, show how thl is performing against the

Future-Fit Break-Even Goals.

FY20FY21FY22FY23FY24FY25FY 25 Health Check Commentary 

BE01: Renewable

Energy

Renewable energy is a priority future-fit goal. We regularly review renewable energy progress and options to purchase or

produce renewable energy for our sites. This year, the Adelaide branch co-located on the Camperagent site, which has solar

power installed. Assessing regional renewable energy pathways is an action as part of our transition plan Changing Gear.

All action plans for Ignition future-fit branches have energy efficiency goals, and actions target high-impact areas such as

heating, cooling, lighting, processes and equipment.

BE02:

Water Use

Water conservation is a priority for all sites globally. At Waitomokia, we have installed new rainwater capture, recycling

and management systems to protect important aquifers. We reviewed water-stressed regions for our global site network

in FY25, and this is part of our future-fit assessment for new locations. We are identifying opportunities to install rainwater

tanks in Australia, and the wash bay water recycling system pilot in Los Angeles was completed. Crew awareness of water-

saving leak detection and water-efficient process improvements is ongoing. In Waitomo, we continue to protect the health

of the waterway and catchment and invest in the wastewater management system.

BE03:

Natural

Resources

Waitomo is our only location where we directly manage natural resources as part of our operations. Our environmental

management practices at Discover Waitomo meet a high standard, guided by the Environmental Management Plan,

intensive monitoring and oversight by the Environmental Management Advisory Group.

BE04:

Procurement

PRIORITY GOAL

Sustainable procurement is a high-priority goal, and we continue to make good progress. We achieved Level 4 Enhance

of our sustainable procurement framework. We continue engaging current and new suppliers with our Supplier Code of

Conduct and improving our supplier data. In Australia, we expanded engagement with First Nations suppliers as part of

our Reconciliation Action Plan (RAP). Our second global modern slavery statement, released in October 2024, included

an external risk analysis of our supplier risks by region. We continue to progress anti-modern slavery roadmap actions,

developing training for key procurement roles and promoting awareness of the SpeakUp concerns mechanism internally

and externally. While we are making progress, there is more to do to understand risks in our complex global supply chains.

BE05:

Operational

Emissions


Our branch and retail activities do not directly generate measurable liquid, gas or solid emissions released directly into

nature. However, use of chemical products creates the potential for spills, and this risk is actively managed. We track,

measure and report emissions that may occur from spills at our locations. Project Uplift, a global health and safety

programme launched in FY25, included a review of containment procedures for locations globally. We continue to build

our understanding of potential impacts for this goal from our expanded manufacturing operations.

BE06:

Operational GHGs

PRIORITY GOAL

Reducing operational emissions is a high priority future-fit goal, progressed through our Ignition branch action

plans. We continue to implement future-fit action plans to reduce operational emissions for our branches globally and

track progress through our carbon impact reports and apply this approach to all new locations. Our Kiwi Experience buses

are a significant Scope 1 operational emissions source. We work to reduce this through fuel-efficient driving and routes

and offering smaller group tours. We extended our Scope 3 emissions inventory to provide more comprehensive data for

upstream and downstream emissions, resulting in a significant increase in our overall verified carbon footprint in FY24.

OUR FY25 FUTURE-FIT HEALTH CHECK

PERFORMANCEABOUT US32thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES


FY20FY21FY22FY23FY24FY25FY 25 Health Check Commentary 

BE07:

Operational

Waste

Tackling waste to landfill remains a challenge, with significant location moves in Australia and New Zealand and branch

upgrade projects in the USA contributing to increased waste volumes in FY25. Action plans promote refuse, reduce, reuse/

repurpose and then recycle, with new crew recycling training modules piloted this year. Waste reduction initiatives in

FY25 included expanded donations of surplus items across many sites, working with suppliers to reduce packaging waste,

investigating product stewardship options in each region and improving systems for recycling items, including e-waste

and uniforms. Action Manufacturing is recycling and repurposing materials such as plywood, cardboard, omnipanel offcuts,

pallets and soft plastics.

BE08:

Operational

Encroachment

Our branch and manufacturing operations are generally located in developed industrial areas with low risk of impact on

sensitive areas, ecosystems and community health. Future-fit sustainability goals were integrated through the design and

redevelopment of Waitomokia, working in partnership with local iwi to respect and protect cultural and environmental

values. We have a future-fit framework to assess potential impacts at new locations. In Waitomo, we manage operational

impacts on communities, cultural sites and the cave and karst ecosystem.

BE09:

Community

health

Through our Accelerate partnerships workstream, we aim to have a positive impact for communities and destinations and

deliver our global commitment to build our cultural capability and respectful relationships with First Nations Peoples. The

launch of our new Innovate level RAP design story was a highlight. We continue to roll out training, resources and initiatives

for our crew to learn and build local relationships. In New Zealand, as a founding partner of the Tiaki Promise, we expanded

efforts to increase awareness for guests, training for crew and aligning future-fit action plans with Tiaki Promise actions. We

are proud to have achieved the new Sustainable Tourism Certification from Ecotourism Australia. All branch action plans

globally have actions to contribute to local communities where we are based.

BE10:

Employee Health

Protecting the health, safety and wellbeing of our crew, guests and customers is of primary importance. We continue

to elevate our training, systems, processes, reporting and assurance practices and our crew safety programme Protect.

We have robust practices to manage our critical risks, focused on practical, site-based systems. In FY25, we implemented

Project Uplift, a global initiative to expand our assurance processes and test the effectiveness of our control measures.

BE11:

Living Wage

We conduct a future-fit wage review annually, considering minimum wage and living wage reference points alongside the

consumer price index and any other external or internal factors. We will continue to review developments and living wage

models available in the jurisdictions we operate in and regularly assess our future-fit wage approach.

BE12:

Fair Employment

Terms

We continue to have good fitness for the criteria for this goal in each region and regularly review our terms and conditions

to reflect new developments. In FY25, we implemented a new global Human Resources Information System, providing

a consistent platform for managing our people processes, systems, training and data.

BE13: Employee

Discrimination

We have the policies, procedures, systems and training in place to achieve this goal. We are committed to being a business

that values diversity and is open, inclusive, respectful and culturally aware. In FY25, we embedded actions from our Diversity,

Equity and Inclusion Strategy and Roadmap as part of living our thl values through programme development, leader

training and data monitoring.

BE14: Employee

Concerns

We continue to provide and promote a range of crew feedback mechanisms, including regular crew pulse surveys and

follow-up action plans, team huddles and CEO teams talks, and our concerns mechanism SpeakUp is available internally

and externally. Our People Leads support managers and crew to raise and address concerns appropriately. In FY25, we

refreshed our global initiative to raise awareness for all crew on the importance of raising concerns, the processes available

and how to access SpeakUp, and we actively encourage all crew to raise any concerns.

BE15:

Product

Communications

Providing all our guests and customers with the information and support they need for the safe use of our products and

services is critical for our business. We meet this goal by providing extensive materials through multiple channels and

formats, and guests have access to call centre support. These materials are reviewed and refreshed regularly, responding

to feedback from guests.

PERFORMANCEABOUT US33thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

FY20FY21FY22FY23FY24FY25FY 25 Health Check Commentary 
BE16:

Product Concerns

Robust mechanisms are readily available for all guests, customers, crew and stakeholders to raise concerns at

any stage. When travelling with us, guests have access to assistance and support through our call centre and are provided

with support and information before, during and after their journey. We actively seek feedback from guests. We have

channels available in multiple languages for guests to raise concerns and get support and advice, and we proactively

manage any issues identified. Our SpeakUp mechanism is available online for anyone to raise concerns at 

www.thlsustainability.com/suppliers.

BE17:

Product Harm

As a responsible travel company, thl is focused on making a positive impact for communities and destinations and seeing

that our operations and products do not cause harm to people or the environment. Promoting safe driving for guests,

reducing accidents, addressing issues related to freedom camping and on-site traffic management are priorities. We actively

support industry initiatives such as Tiaki Promise in New Zealand, and have achieved Ecotourism Australia certification

and promote responsible travel ideas and information to our guests through our RV with Respect initiatives in Canada

and Australia and Travel with Heart in the USA.

BE18:

Product GHGs

PRIORITY GOAL

High-priority future-fit goal – Scope 3 emissions from our fleet are our greatest emissions impact and sustainability

challenge. We track transition progress in each region where we operate with annual Future Fleet scans for tipping points

for technology, regulation, infrastructure and funding. Progress remains slow as we are a technology taker, but we continue

engaging suppliers and OEMs globally on progress for low-emissions vehicles suitable for RV use. Future Fleet is a core

workstream in our Changing Gear transition plan. Action Manufacturing continues pilot opportunities, including our second

2-RV pilot and working with Hato Hone St John on electric ambulance pilots. Action Manufacturing subsidiary Transcold

NZ is now the official channel for Addvolt – industry-leading plug-in electric systems for refrigerated vans, trucks, trailers

and containers. We have extended our Scope 3 emissions inventory to include comprehensive upstream to downstream

emissions, using AI platform Planet Price to capture emissions associated with our value chain.

BE19:

Products can be

Repurposed

PRIORITY GOAL

This is a high-priority goal reflecting our expanded manufacturing and vehicle sales activity. Progress on product

stewardship, extended producer responsibility and ‘right to repair’ regulations by region is regularly reviewed by our

Global Sustainable Procurement Group to identify opportunities for circular economy opportunities related to priority

products. The variety of components and materials in a motorhome creates challenges for assessing recycling rates

compared to regular vehicles. Action Manufacturing continues to explore the use of more circular and recyclable materials

as part of the design and build process. FY25 we piloted using the AI data analytics platform Planet Price to provide an

analysis of lifecycle Impacts for ICE, electric and hybrid RV models for emissions and across the nine planetary boundaries.

BE20:

Business Ethics

We continue to meet this goal through our Code of Ethics and Governance and Ethics Committee, ethics training and

regular reviews.

BE21:

Right Tax

As a publicly listed company, we are confident we meet the standards required for this goal and are disclosing the

relevant information.

BE22:

Lobbying &

Advocacy

We do not undertake lobbying activities directly but continue to engage with tourism and RV industry groups. Through

engagement in these forums, we promote the importance of addressing future-fit sustainability issues and impacts as

an industry.

BE23:

Financial Assets

As a company, we do not directly manage financial investment assets beyond standard financing activities. We have

reviewed this goal and many of the risk areas identified do not apply directly to our activities or are managed in other goals.

PERFORMANCEABOUT US34thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

We aim to mature our understanding
of dimensions of diversity as we move

forward with our Diversity, Equity,

and Inclusion Strategy and Roadmap,

leveraging our global HR platform

to improve data collection over time.

We will continue to seek to nurture and

develop a diverse leadership pipeline,

understand dimensions of diversity at

thl and address barriers to inclusion such

as pay equity and flexible working.

The Board endorses and supports the

thl Diversity, Equity and Inclusion Policy,

Strategy and Roadmap. The Board has

reviewed and approved the diversity data

categorisation approach and recognises

that there is more work to be done.

DIVERSITY AND INCLUSION REPORTING

In FY25, we embedded our Diversity,

Equity, and Inclusion Strategy and

Roadmap actions to move from

programme development to a leader-

led approach. To support our leaders,

we developed and rolled out training,

practical tools and activities to support

our leaders focused on bias awareness,

respectful language and made progress

on our three global workstreams:


Fair Access to Opportunities – how we

create equitable pathways and build our

understanding of diversity at thl.


Respecting Each Other – how we

celebrate diversity and foster a culture

of community and belonging.


Respecting Local Culture – how we

build our cultural capability and

respectful relationships with First

Nations Peoples to deliver

our global commitment.

The new global HR system will enable more

effective data collection and reporting,

improving how we gather, analyse and

monitor data to track progress. This will be

a key enabler of real-time measurement,

learning and development pathways.

It will enable us to monitor diversity in

uptake of career training and leadership

development and for leadership roles.

We currently measure and report metrics

for gender diversity in leadership and

all roles globally. We also report on and

review progress in Australia through the

Gender Equality Programme. Reports

are available on the Workplace Gender

Equality Agency portal under Tourism

Holdings Rentals Limited.

Female representation summary by business units

Female %Board

Key Management

Personnel

Senior executives

and management

Middle managers

and supervisory

positionsNon-managers

Overall

combined female

representation

across all categories

NZ34.8%55.2%49.3%49.6%

AU33.3%42.4%36.4%36.7%

US25.0%34.0%37.5%36.6%

CA38.5%50.0%50.0%49.4%

UK28.6%52.9%35.5%37.6%

ANZ Manufacturing25.0%16.4%13.5%14.0%

Combined representative42.9%41.7%32.6%41.6%37.1%37.5%

Out of balance

(male dominant) (if <40%)

Not applicableOut of balance

(female dominant) (if >60%)

Balance achieved (40–60% or more)

(i.e. female representation is achieved)

DIVERSITY AND INCLUSION REPORTING

PERFORMANCEABOUT US35thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

Region/Business
GroupComparison to FY24

New ZealandFemale representation across the entire workforce decreased to 49.6% from 52.5%. However,

representation in senior executive and management positions increased by 4.8%

Australia Female representation across the entire workforce decreased from 40.1% to 36.7%. There was a 10%

increase in female representation in KMP, and representation in middle manager and supervisory

positions increased by 7.9%.

USAFemale representation across the entire workforce decreased slightly to 36.6% from 37.5%. There

was a 6.1% increase in representation within middle managers and supervisory roles.

Canada Female representation across the entire workforce increased significantly, up to 49.9% from 40.8%.

Representation increased by 8.2% in the non-manager category, however representation decreased

by 1.5% and 2% in the senior executive and management and middle manager and supervisory

position categories, respectively.

UK and IrelandFemale representation across the entire workforce decreased to 37.6% from 40.8%. Representation

in senior executives and management decreased by 4.8%, and representation in middle managers

and supervisory positions decreased by 9.6%.

Action

Manufacturing

ANZ

Female representation across the entire workforce increased to 14.0% from 12.9%. There was a

1.9% increase in the senior executive and management category, and a 1.5% increase in the non-

manager category.

Analysis

Diversity and inclusion reporting

is currently focused on female

representation across the business in

four main categories: key management

personnel (KMP) representing C-Suite

executives, senior management, middle

and supervisory level management and

non-management roles. The table above

reflects the outcome of the analysis

undertaken to date.

The female representation across the thl

group was 37.5%, a slight increase from

36.6% in FY24. This sits slightly below our

targeted balanced range of 40 to 60%,

however the overall percentage is heavily

skewed by the female representation

rates in Action Manufacturing, which

is 14%. Excluding manufacturing, thl’s

overall female representation rate is

approximately 44% and would be within

the balanced range.

Female representation has increased

in all categories:


KMP has increased from 35.3% to 41.7%


Senior executive and management

increased from 31.3% to 32.6%


Middle manager and supervisory

increased from 40.5% to 41.6%


Non-managers increased from 36.1%

to 37.1%

However only two of the six of the business

groups we assess from a gender diversity

perspective saw an increase in the female

participation rate. The table on the right

provides a summary of changes by

business area.

PERFORMANCEABOUT US36thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

thl takes an integrated
approach to Enterprise Risk

Management (ERM) to manage

risks across the business. We

have established governance

structures, policies, tools and

processes to identify, monitor

and manage our strategic,

operational and regulatory

risks. These include our ERM

policies, reporting structures and

online risk register that we use

to monitor our risks, including

current material risks from and

contributing to climate change.

Our Executive lead team regularly

review and update the risks they are

responsible for as assigned Risk Owners.

The key strategic and operational risks

that are front and centre for thl are

reviewed regularly by the Executive and

reported to each meeting of the Audit

and Risk Committee (ARC). The critical

strategic risks for thl are detailed in the

following table.

thl prepares our annual climate-

related disclosures in accordance with

the Aotearoa New Zealand Climate

Standards. We have identified our material

climate-related risks and opportunities

(CR&Os), which include transition and

physical risks. Our climate-related risks

are considered in our strategic risks,

which are regularly monitored and

reported to the ARC. The Health, Safety

and Sustainability Committee reviews

progress on thl’s climate and carbon

strategy actions as part of the global

sustainability programme. The thl Board

reviews the CR&Os at least annually. The

thl CR&Os will be reported in the FY25

Climate Statements.

In FY25, we completed a review of our risk

management functions and established

a new risk, quality and assurance (RQA)

function to bring together enterprise risk,

internal audit, HSW and policy. We believe

this development will support improved

integration and assurance by embedding

standards and controls consistently over

the dispersed network of locations globally.

Our initial focus has been to review, align

and define our risk and quality priorities

and the practical controls and assurance

measures to put into action, and we

have streamlined the number of risks

in our online risk register to improve

monitoring of issues. We focus on the

four core overarching control types we

implement to effectively manage risks

across thl. These include policies and

standards, training and communications,

management routines and rhythms, and

monitoring and reporting.

In FY26, we will continue to develop

our RQA work to build momentum by

embedding the right standards and

controls in the business and monitor this

consistently through the implementation

of the new global assurance programme.

Core elements of the assurance

programme will include ongoing reporting,

location audits, functional stocktakes and

issues retrospectives.

ENTERPRISE RISK MANAGEMENT

PERFORMANCEABOUT US37thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

Risk Risk description Impacts Risk controls Capitals
Cyber security


We face numerous cyber threats

globally that can severely impact

operations, reputation and

customer trust. One of the most

significant risks is the potential risk

of a data breach and unauthorised

access to sensitive information.

Financial losses due to

regulatory fines, legal

settlements and recovery

costs. Loss of customer

trust may result in reduced

revenue. Business disruption:

for business-critical systems,

productivity loss impacts

customer service and overall

business continuity.


Implement appropriate cyber and data policies, standards, software and

processes globally.


Address cyber security risks and protect our assets.


Prioritise cyber risks, undertake regular risk assessments across our global

operations.


Implement strategies to mitigate cyber risks.


Employee training and awareness campaigns on cyber threats.


Crew training in best practices for data handling procedures and

phishing prevention.


Emphasis on data security, utilising Microsoft products.

KNOWLEDGE

FINANCIAL

CREW

Supply chain

disruption


Supply chain disruption and issues

related to product shortages,

manufacturing disruptions,

shipping delays, tariff impacts

contributing to delays and/or a

shortage of vehicles for rentals

and sales. Increased costs for

manufacturing.

Potential revenue and

reputation impact if delays

and disruption impact

availability of vehicles for rental

fleet and sales. Supply chain

challenges impact on costs for

manufacturing, transporting

and maintaining vehicles,

impacting profitability.



Maintain ongoing relationships with existing suppliers.


Build relationships with potential new suppliers.


Regular monitoring, review of fleet production plans .


Strategic fleet and revenue planning.


Manage parts and materials stock to reduce risk .


Regular revenue reforecasting to reflect supply and

manufacturing assumptions.


Fleet flexibility to reschedule vehicle sale plans .


Explore alternative rental/sales product types.

NATURE

FINANCIAL

RELATIONSHIPS

Major market

shocks or cyclical/

abnormal

macroeconomic

factors

Global or local macroeconomic

factors or market shocks that

impact supply or demand in all or

some of the markets we operate

in, including pandemic, war,

terrorism, economic recession and

geopolitical tensions. Technological

advancements such as the rapid

expansion in the use of AI create

short-term market disruption.

Some markets in which thl

operates remain in recession with

the potential for other markets to

revert back into recession.

Market shocks or abnormal

macroeconomic factors can

lead to a material reduction

and/or increased volatility in

rental demand, positive or

negative vehicle sales margin

and overall tourism visitor

numbers. This in turn would

have a significant impact

on profitability, liquidity and

potentially capital structure.


Actively monitor global trends and the economic environment.


Agility and diversification in business models, product offerings and

across geographies.


Development of domestic tourism and non-tourism markets and

non-RV manufacturing.


Long-term fixed costs and commitments minimised where appropriate

to maintain cost flexibility.


Monitor forward-booking trends to detect changes and adapt pricing

or fleet as required.


Strong fiscal management of balance sheet, including having a liquid fleet

asset base.


Maintain favourable banking facilities and capability to respond quickly

to changes.

KNOWLEDGE

FINANCIAL

INFRASTRUCTURE

PERFORMANCEABOUT US38thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

Risk Risk description Impacts Risk controls Capitals
Long-term

global inflation

Long-term global inflation could

cause detrimental impact to

vehicle sales margins and overall

business model, as seen with OEM

pricing, shipping and other supply

chain increases.

A significant reduction in

profitability could occur

if long-term inflation

becomes embedded in the

manufacturing supply chain

and these cost rises are not

able to be passed on to vehicle

purchasers, causing a loss of

sales margin and threatening

the overall business model.


Fleet planning consideration given to impact on ROFE.


Regular supplier engagement and planning.


Actively monitor supply chain availability, and review and adjust fleet

purchase and sales scheduling.

FINANCIAL

Competitor

behaviour

disrupts market

New or existing competitors

entering or expanding in the

market (including manufacturers

entering the rentals space). Peer-

to-peer market continues to grow.

Rapid adoption and use of A.I

technologies by competitors.

Additional fleet supply and

new entrant behaviours alter

market dynamics, putting

business model, revenue and

profitability at risk.


Regular fleet and pricing review, price checks, mystery shoppers and

competitor assessments.


Multi-channel distribution presence and explore alternative rental/sales

product types.


Continued product development based on current customer needs.


Focus on quality service and product provision to maintain market share.


Proactively exploring AI applications.


Building our digital capabilities.

KNOWLEDGE

FINANCIAL

RELATIONSHIPS

Megatrends

in tourism

Market shifts, technology

advancements and changing

preference/attitudes can cause

shifts in tourism patterns and

demands both in the short and

long term.

Reduction in inbound tourism

reduces demand, impacting

profitability and ROFE.

External factors increase

the cost of travel. Potential

reputational impact.


Maintain presence in core markets through geographic spread of

thl businesses.


Develop new markets and continue to source non-tourism revenue

opportunities and engage with tourism bodies.


Monitor economic/external environment.


Manage balance sheet ratios, flex fleet.


Drive and communicate sustainability progress to meet/anticipate

customer expectations.


Monitor climate-related trends that impact booking patterns, travel

and tourism.

OUR CREW

NATURE

RELATIONSHIPS

Regulatory and

legal compliance

Changing governments or political

contexts can result in sudden

changes in regulatory and legal

standards. With thl operating in

several countries and industries

(including tourism, automotive

manufacturing and transportation),

the legislative context is complex.

Potential legal, financial and

reputational impacts such

as exposure to litigation,

revenue loss and operational

disruption.


Monitor upcoming legal policy and compliance changes through

engagement with industry bodies and legal advisers in each region.


Regularly monitor regulations relating to the phase-out of internal

combustion engine vehicles and emissions reduction where we operate.


Future Fleet scans updated annually to consider tipping points for

transition to low-emissions vehicles in each region.

FINANCIAL

INFRASTRUCTURE

OUR CREW

NATURE

PERFORMANCEABOUT US39thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

Risk Risk description Impacts Risk controls Capitals
Vehicle

technological

and obsolescence

risks

Our business currently relies on

motorhome manufacturing, rentals

and sales. There are potential risks

associated with the selection of

future fleet and investment in new,

low-emissions vehicle technology

alongside the expected rapid pace

of technological change. Evolving

technology and regulatory changes

such as internal combustion

engine sales and import cut-off

dates may cause parts for repair to

no longer be available and/or entire

vehicles to become obsolete.

Early adoption of the wrong

product (in volume) leads

to having a fleet profile

that is misaligned with

demand, a lack of reduction

in emissions contributing

to climate change and

financial consequences.

The obsolescence of existing

vehicles has a risk that it could

lead to impairment of all or

some of the fleet, operational

impacts and disruption to

daily activity.


Continued delivery of the Future Fleet programme, including Future Fleet

eRV trials. ‘Small bets often’ is the mitigation mantra.


Regular Future Fleet scans provide an overview of regulation, low-emissions

technology tipping points and renewable energy infrastructure.


Transition plan Future Fleet workstream focused on pathways for transition

to low-emissions vehicles.

NATURE

FINANCIAL

INFRASTRUCTURE

RELATIONSHIPS

Labour supply

risk: recruitment

and retention

Globally, recruitment challenges

are easing with some locational

hotspots and some roles still

tight on supply. The challenge

continues in preparing to have

the right number of crew with the

right skills to deliver operationally.

This is a particular risk in the lead-

up to peak periods.

Lack of skilled labour and

sustainable labour force/high

churn impacting operations

and customer offering. Loss

or lack of key crew members

(such as from increased cost

of working holiday visas)

resulting in loss of knowledge,

skills or reputation that could

impair the execution of the

business strategic plan.


Clear strategies to retain our crew through personal development plans.


Focus on crew engagement and wellbeing.


Appropriate remuneration for each role where possible aligned with our

future-fit wage.


Talent acquisition, focus on brand values and thl visibility as an employer

of choice to support effective recruitment.


Continue to keep watching brief on the availability of visitor working visas

and permits in the different regions in which we operate.


Implement new global HRIS system.


Focus on supporting crew through onboarding and learning pathways.

OUR CREW

FINANCIAL

RELATIONSHIPS

Health, safety

and wellbeing

(HSW)

The safety of our crew and

customers remains a critical priority

for thl. The key operational health

and safety risks to our business

to proactively manage are onsite

traffic management, working at

heights, manufacturing services

and adventure tourism.

Potential for serious injury

or loss of life, financial and

reputational consequences,

operational disruption and

impact on mental health of

those directly and indirectly

impacted by an HSW event.


Protect crew safety programme embedded throughout rental and

retail business.


Connect the purpose of managing HSW to all crew, especially those in high-

risk environments.


Undertake regular internal and external site audits and assessments, with

outcomes captured and actions addressed.


Project Uplift to confirm standards and provide assurance on the

management of critical risks.


HSW team work within operational business units to implement best

practices at a site level.


Process, procedure and training remains a core growth area in the business.


Ongoing assessment of high-risk tasks, equipment and products, including

assessing the latest technology that may enable risk elimination.


HSW recording system with clear connection of risks to incidents and near

misses, allowing us to continue to monitor and improve our control.

OUR CREW

FINANCIAL

RELATIONSHIPS

PERFORMANCEABOUT US40thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

Risk Risk description Impacts Risk controls Capitals
Extreme weather

events, including

from climate

change

Globally, extreme weather events

continue to cause disruption

and ongoing impacts for the

communities we operate in and the

destinations our customers visit.

These weather events have the

potential to impact operations and

infrastructure, cause loss of fleet

and disrupt our customers’ travel

plans to tourism destinations and

pose a potential safety risk.

Disruption to travel

infrastructure impacting

customers, crew or suppliers

and/or impacting operations.

Disruption to our tourism

businesses, including

the Discover Waitomo tours,

cave and karst ecosystem

and glowworm population.


Actively monitor potential significant events and changing

climate conditions.


Operational plans in place to respond to extreme weather events and

manage potential impacts on our customers, crew and assets if an

event occurs.


Regular training and crew awareness and engagement in responding

to events.


Telematics used where available to identify guests who may be in

impacted areas and provide advance warning.


Proactively communicate relevant agency information and sources.


Monitor the impacts of climate-related events on our guests and

booking trends.


Consider proactive improvements to locations to minimise impacts

from weather events.

NATURE

FINANCIAL

INFRASTRUCTURE

RELATIONSHIPS

Mass safety

recalls

Voluntary or required product

recalls on OEM-built products

occur from time to time and are

overseen by a regulatory body. All

factory recalls are controlled and

managed by the manufacturer.

Serious safety concerns could lead

to grounding fleets and could

relate to OEM-built products or

vehicle components.

Potential serious injury or

death as a result of defective

manufacturing practices,

processes or component

failure. Impacts also include

operational disruption and

impacts to reputation.


Preventive controls include targeting reputable manufacturers and

aiming to have a diverse range of products where possible.


Put in place service-level agreements with major suppliers and

extended warranties.


Procedures in place covering recall processes with regular Steering

Committee meetings and a reporting system to verify that all vehicles are

actioned or repaired.

OUR CREW

FINANCIAL

INFRASTRUCTURE

RELATIONSHIPS

PERFORMANCEABOUT US41thl INTEGRATED ANNUAL REPORT 2025

STRATEGYGOVERNANCEFINANCIALSDISCLOSURES

FINANCIALS
Directors’ Statement 43

Consolidated statement of comprehensive income 44

Consolidated statement of financial position 45

Consolidated statement of changes in equity 46

Consolidated statement of cash flows 47

Notes to the consolidated financial statements 48

Independent Auditor’s Report 92

PERFORMANCEABOUT US42thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Directors’ Statement
The Directors of Tourism Holdings Limited (thl) are pleased to present to shareholders,

the Annual Financial Statements for thl and its controlled entities (together the ‘Group’)

for the year ended 30 June 2025.

The Directors are responsible for presenting financial statements in accordance with

New Zealand law and generally accepted accounting practice, which present fairly,

in all material respects, the financial position of the Group as at 30 June 2025 and the

results of the Group’s operations and cash flows for the year ended on that date.

The Directors consider the financial statements of the Group have been prepared using

accounting policies which have been consistently applied and supported by reasonable

judgements and estimates and that all relevant financial reporting and accounting

standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with

reasonable accuracy, the determination of the financial position of the Group and facilitate

compliance of the financial statements with the Financial Markets Conduct Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets

of the Group, and to prevent and detect fraud and other irregularities. Internal control

procedures are also considered to be sufficient to provide a reasonable assurance as

to the integrity and reliability of the financial statements.

This document constitutes the 2025 Annual Report to shareholders of

Tourism Holdings Limited.

This Annual Report is signed on behalf of the Board by:

Cathy Quinn ONZM

Chair of the Board

25 August 2025

Rob Hamilton

Chair of the Audit and Risk Committee

PERFORMANCEABOUT US43thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Notes
2025

$000’s

2024

$000’s

Sales of services2.1486,500440,583

Sales of goods2.2450,732481,148

Total revenue937,232921,731

Cost of sales2.2(366,599)(374,179)

Gross profit570,633547,552

Administration expenses4(112,178)(110,288)

Operating expenses4(382,674)(328,542)

Other operating income35,9612,374

Impairment loss on goodwill and other intangible assets14(40,000)(12,481)

Operating profit before financing costs

(1)

41,74298,615

Finance income1,2541,710

Finance expenses6(47,946)(41,915)

Net finance costs(46,692)(40,205)

(Loss)/profit before income tax expense(4,950)58,410

Income tax expense7.1(20,824)(19,034)

(Loss)/profit for the financial year(25,774)39,376

Other comprehensive loss

Items that may be reclassified subsequently to profit or loss

Foreign currency translation reserve movement (net of tax)

19(2,357)(315)

Cash flow hedge reserve movement (net of tax)19(1,021)(855)

Items that will not be reclassified subsequently to profit or loss

Equity investment reserve movement (net of tax)

19–(2,281)

Other comprehensive loss for the financial year(3,378)(3,451)

Total comprehensive (loss)/income for the financial year(29,152)35,925

Earnings per shareCENTScENTS

Basic (loss)/earnings per share8 (11.72)18.17

Diluted (loss)/earnings per share8 (11.72)18.08

Consolidated statement of comprehensive income

For the financial year ended 30 June 2025

The accompanying notes form part of, and should be read in conjunction with these consolidated financial statements.

(1) The consolidated statement of comprehensive income includes one non-GAAP measure (that is, operating profit

before financing costs or ‘EBIT’) which is not a defined term in New Zealand equivalents to International Financial

Reporting Standards (‘NZ IFRS’). The Directors and management believe that this non-GAAP financial measure

provides useful information to assist readers in understanding the Group’s financial performance. This measure

should not be viewed in isolation and is intended to supplement the NZ GAAP measures. Therefore, it may not be

comparable to similarly titled amounts reported by other companies.

PERFORMANCEABOUT US44thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Notes
2025

$000’s

2024

$000’s

Assets

Non-current assets

Investments

17148148

Derivatives264801,269

Property, plant and equipment 10965,027829,284

Right-of-use assets11197,143130,089

Intangible assets14145,547186,462

Deferred tax assets7.3126683

Total non-current assets1,308,4711,147,935

Current assets

Cash at bank

49,73856,785

Investments1714482

Derivatives2688357

Inventories13165,944221,216

Trade and other receivables2150,49371,083

Total current assets266,407349,523

Total assets1,574,8781,497,458

Notes

2025

$000’s

2024

$000’s

Liabilities

Non-current liabilities

Derivatives

26344–

Employee benefits27323300

Interest-bearing loans and borrowings20500,117385,515

Lease liabilities197,306126,909

Deferred tax liabilities7.351,37845,495

Total non-current liabilities749,468558,219

Current liabilities

Derivatives

26–105

Trade and other payables2277,21782,633

Current tax payables5,0269,968

Employee benefits2719,51719,914

Revenue in advance2381,53869,243

Interest-bearing loans and borrowings2041,053117,157

Lease liabilities21,11920,579

Provisions2,0652,752

Total current liabilities247,535322,351

Total liabilities997,003880,570

Net assets577,875616,888

Equity

Share capital

18521,518516,402

Cash flow hedge reserve191421,163

Other reserves1913,85715,134

Retained earnings42,35884,189

Total equity577,875616,888

Consolidated statement of financial position

As at 30 June 2025

The accompanying notes form part of, and should be read in conjunction with these consolidated financial statements.

PERFORMANCEABOUT US45thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Notes
Share

capital

$000’s

Cash flow

hedge

reserve

$000’s

Other

reserves

$000’s

Retained

earnings

$000’s

Total

Equity

$000’s

Balance as at 1 July 2024516,4021,16315,13484,189616,888

Loss for the financial year–––(25,774)(25,774)

Other comprehensive loss

for the financial year

–(1,021)(2,357)–(3,378)

Total comprehensive loss

for the financial year

–(1,021)(2,357)(25,774)(29,152)

Transactions with owners,

recorded directly in equity

Dividends paid9–––(16,413)(16,413)

Ordinary shares issued185,116–––5,116

Transfers from employee

share scheme reserve

19––(356)356–

Share-based payments

(net of tax)

19––1,436–1,436

Balance as at 30 June 2025521,51814213,85742,358577,875

Notes

Share

capital

$000’s

Cash flow

hedge

reserve

$000’s

Other

reserves

$000’s

Retained

earnings

$000’s

Total

equity

$000’s

Balance as at 1 July 2023503,0072,01818,08187,849610,955

Profit for the financial year––– 39,37639,376

Other comprehensive loss

for the financial year

– (855)(2,596)– (3,451)

Total comprehensive

(loss)/income for the

financial year

– (855)(2,596)39,37635,925

Transactions with owners,

recorded directly in equity

Dividends paid9––– (42,031)(42,031)

Ordinary shares issued18 12,233––– 12,233

Transfers from employee

share scheme reserve

191,162– (1,754)592–

Share-based payments

(net of tax)

19–– (194)– (194)

Transfer from equity

investment reserve

19–– 1,597(1,597)–

Balance as at 30 June 2024516,4021,16315,13484,189616,888

Consolidated statement of changes in equity

For the financial year ended 30 June 2025

The accompanying notes form part of, and should be read in conjunction with these consolidated financial statements.

PERFORMANCEABOUT US46thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Consolidated statement of cash flows
For the financial year ended 30 June 2025

Notes

2025

$000’s

2024

$000’s

Cash flows from operating activities

Proceeds from sale of services

509,778446,001

Proceeds from sale of goods458,093471,742

Interest received1,2541,710

Payments to suppliers and employees(562,005)(619,716)

Purchase of rental assets(314,795)(345,121)

Interest paid(46,323)(40,201)

Net income tax paid(17,444)(10,057)

Net cash flows from/(used in) operating activities3028,558(95,642)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

641430

Purchase of property, plant and equipment(38,401)(12,078)

Purchase of intangibles(3,964)(4,010)

Proceeds from sale of investments17–20,821

Purchase consideration for the Camperagent acquisition15–(11,839)

Net cash flows used in investing activities(41,724)(6,676)

Cash flows from financing activities

Proceeds from exercise of share options

18–1,780

Proceeds from interest-bearing loans and borrowings30.3487,266733,317

Repayments of interest-bearing loans and borrowings30.3(449,087)(593,934)

Repayments of lease liability principal 30.3(20,857)(25,304)

Dividends paid(11,384)(33,354)

Net cash flows from financing activities5,93882,505

Net decrease in cash at bank(7,228)(19,813)

Opening cash at bank 56,78576,794

Effect of exchange rate fluctuations on cash at bank181(196)

Closing cash at bank 49,73856,785

The accompanying notes form part of, and should be read in conjunction with these consolidated financial statements.

PERFORMANCEABOUT US47thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Notes to the consolidated financial statements
Index

Section A – Financial performance 51

1. Segment reporting 51

2. Revenue 55

3. Other operating income 56

4. Administration and operating expenses 56

5. Employee benefits expense 57

6. Finance expenses 57

7. Income tax 57

8. Earnings per share 60

9. Dividends 60

Section B – Assets used to generate profit 61

10. Property, plant and equipment 61

11. Right-of-use assets 63

12. Capital commitments 65

13. Inventories 65

14. Intangible assets 66

Section C – Investments 70

15. Business combinations 70

16. Material subsidiaries of Tourism Holdings Limited 71

17. Investments 71

Section D – Managing funding 72

18. Share capital 72

19. Reserves 72

20. Interest-bearing loans and borrowings 73

21. Trade and other receivables 75

22. Trade and other payables 76

23. Revenue in advance 76

24. Financial instruments 77

Section E – Managing risk 80

25. Financial risk management 80

26. Derivatives 83

Section F – Other 85

27. Employee benefits 85

28. Key management personnel and related party disclosures 85

29. Share-based payments 86

30. Notes to the consolidated statement of cash flows 90

31. Auditor’s remuneration 91

32. Contingencies 91

33. Subsequent events 91

PERFORMANCEABOUT US48thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
About this report

Basis of preparation

The primary operations of Tourism Holdings Limited (the ‘Company’ or ‘thl’) and its

subsidiaries (together the ‘Group’) are the manufacture, rental and sale of recreational

vehicles (RVs) including motorhomes, campervans and caravans and other tourism

related activities. The Company is domiciled in New Zealand.

Tourism Holdings Limited is a company registered under the Companies Act 1993 and

is an FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013.

The Company’s shares are dual listed on the New Zealand Stock Exchange and the

Australian Securities Exchange (ticker code: THL).

The registered office is:

470 Oruarangi Road,

Mangere, Auckland 2022

New Zealand

The consolidated financial statements of the Group have been prepared:

• in accordance with Generally Accepted Accounting Practice in New Zealand

(NZ GAAP) and comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS),

as applicable for a ‘for profit’ entity;

• in accordance with the requirements of Part 7 of the Financial Markets Conduct

Act 2013 and the NZX Main Board Listing Rules;

• under the historical cost convention, as modified by the revaluation of certain

assets and liabilities as identified in specific accounting policies; and

• in New Zealand dollars with values rounded to thousands ($000’s) unless

otherwise stated.

These consolidated financial statements have been prepared on a going concern basis

and were approved for issue on 25 August 2025.

Throughout this document, critical accounting estimates are identified using the

following key:

Material accounting policies

Critical accounting estimates

Summary of significant accounting policies

(a) Consolidation

The Group consolidates its subsidiaries, as these are the entities over which the Group has

control. The Group controls an entity when the Group is exposed to, or has rights to,

variable returns from its involvement with the entity and has the ability to affect those

returns through its power over the entity. Subsidiaries are fully consolidated from the date

on which control is transferred to the Group. They are deconsolidated from the date that

control ceases.

Inter-company transactions, balances and unrealised gains on transactions between

Group companies are eliminated. Unrealised losses are also eliminated but considered

an impairment indicator of the asset transferred. Accounting policies of subsidiaries have

been changed where necessary to ensure consistency with the policies adopted by the

Group. Information on the Group’s subsidiaries can be found in note 16.

(b) Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured

using the currency of the primary economic environment in which the entity operates

(‘the functional currency’). The consolidated financial statements are presented in

New Zealand dollars, rounded to the nearest thousand, which is the Company’s

functional and presentation currency.

Translation into presentation currency

The results and financial position of all the Group entities with foreign operations (none

of which has the currency of a hyperinflationary economy) that have a functional currency

different from the presentation currency are translated into the presentation currency

as follows:

(i) assets and liabilities for each statement of financial position (‘balance sheet’)

presented are translated at the closing rate at the date of that balance sheet;

(ii) income and expenses are translated at the average monthly exchange rates; and

(iii) all resulting exchange differences are recognised as a separate component of equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are

treated as assets and liabilities of the foreign entity and translated at the closing rate.

PERFORMANCEABOUT US49thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Transactions and balances in the functional currency

Foreign currency transactions are translated into the functional currency using the

exchange rates prevailing at the dates of the transactions. Foreign exchange gains

and losses resulting from the settlement of such transactions and from the translation

at year-end exchange rates of monetary assets and liabilities denominated in foreign

currencies are recognised in profit or loss, except when deferred in equity as qualifying

cash flow hedges.

At the end of each reporting period:

(i) Foreign currency monetary items are translated using the closing rate;

(ii) Non-monetary items that are measured in terms of historical cost in a foreign

currency are translated using the exchange rate at the date of the transaction; and

(iii) Non-monetary items that are measured at fair value in a foreign currency are

translated using the exchange rates at the date when the fair value was measured.

PERFORMANCEABOUT US50thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
In this section

This section explains the financial operations of thl, providing additional information

about individual items in the consolidated statement of comprehensive income,

including segmental information, certain expenses and dividend distribution information.

1. Segment reporting

thl is organised into geographic and service type operating segments. They are made up

of the following business operations:

New Zealand Rentals & Sales – Rental of motorhomes and the sale ex-rental fleet and

new and used RVs direct to the public and through a dealer network in New Zealand;

Action Manufacturing – Manufacturing and the sale of motorhomes and other speciality

vehicles in New Zealand and Australia;

Tourism – Kiwi Experience bus tours and the Discover Waitomo Caves Group experiences

in New Zealand;

Australia Rentals, Sales & Manufacturing – Rental of motorhomes and 4WD vehicles,

manufacture of RVs, the sale of ex-rental fleet and new and used RVs direct to the public

and through a dealer network in Australia;

North America Rentals & Sales – Rental of motorhomes and the sale of ex-rental fleet and

new and used RVs directly to the public and through a dealer network in the United States

of America and Canada;

United Kingdom & Ireland Rentals & Sales – Rental of motorhomes and the sale of

ex-rental fleet and new and used RVs directly to the public and through a dealer network

in the United Kingdom and Ireland; and

Corporate – New Zealand Group Support Services and thl digital.

Section A – Financial performance

Operating segments are reported in a manner consistent with the internal reporting

provided to the chief operating decision-maker (CODM). The CODM, who is responsible

for allocating resources and assessing performance of the operating segments, has been

identified as the executive management team together with the Board of Directors

(the Board), who make strategic decisions.

Operating profit/(loss) before interest and tax or ‘EBIT’ is the main financial measure used

by the CODM to review the Group’s performance.

All revenue is reported to the executive team on a basis consistent with that used in

the consolidated statement of comprehensive income. The Group is not reliant on

any one external individual customer for 10 per cent or more of the Group’s revenue.

Operating expenses incurred by one segment on behalf of another and recharged on

a cost-recovery basis are presented on a net basis. Intra-group dividends are presented

net of eliminations. Segment assets and liabilities are measured in the same way as in

the consolidated statement of financial position. These assets and liabilities are allocated

based on the operations of the segment, and the physical location for assets.

Segment assets consist primarily of property, plant and equipment, intangible assets,

right-of-use assets, inventories, trade and other receivables and cash at bank used in the

operations of the segments. The investments and derivatives designated as hedges of

borrowings are allocated to the ‘Corporate’ operating segment as these are managed

and monitored on a group basis.

PERFORMANCEABOUT US51thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
1. Segment reporting (continued)

2025

New Zealand

Rentals & Sales

$000’s

Action

Manufacturing

$000’s

Tourism

$000’s

Australia

Rentals, Sales &

Manufacturing

$000’s

North America

Rentals & Sales

$000’s

United Kingdom

& Ireland

Rentals & Sales

$000’s

Corporate

$000’s

Total

$000’s

Sales of services – external134,373–42,922143,719142,19222,1351,159486,500

Sales of goods – external43,68463,544–217,693104,79221,019–450,732

Sales of goods and services – inter-segment–102,160––––318102,478

Total segment revenue178,057165,70442,922361,412246,98443,1541,4771,039,710

Depreciation(25,775)(4,657) (1,607)(33,382)(39,241) (6,537)(512)(111,711)

Amortisation(9)(13)(623)(762)(131)–(1,773)(3,311)

Impairment loss on goodwill and other intangible

assets (refer note 14)

–––(3,441)(36,559)––(40,000)

Impairment loss on property, plant and equipment

(refer note 10)

(464)––(3,278)(187)(512)–(4,441)

Other costs – external(103,634)(55,518)(26,839)(303,478)(205,172)(42,080)(2,968)(739,689)

Other costs – inter-segment–(92,910)––––(318)(93,228)

Segment operating profit/(loss) before finance costs48,17512,60613,85317,071(34,306)(5,975)(4,094)47,330

Interest income81174–339623–8,95710,804

Interest expense(4,919)(1,119)(990)(13,555)(19,369)(6,141)(11,403)(57,496)

Segment profit/(loss) before income tax44,06711,56112,8633,855(53,052)(12,116)(6,540)638

Segment income tax (expense)/benefit(12,766)(3,237)(3,979)(1,666)(3,365)4261,949(22,638)

Segment profit/(loss) for the financial year31,3018,3248,8842,189(56,417)(11,690)(4,591)(22,000)

Other segment disclosures

Capital expenditure

127,8955,7771,56576,980120,52728,452155361,351

Non-current assets397,83627,36013,388398,702397,15767,09123,2381,324,772

Total assets432,64671,25215,575508,500452,30980,57832,0751,592,935

PERFORMANCEABOUT US52thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2024

New Zealand

Rentals & Sales

Reported

$000’s

Action

Manufacturing

Reported

$000’s

Tourism

Reported

$000’s

Australia

Rentals, Sales &

Manufacturing

Reported

$000’s

North America

Rentals & Sales

(1)

Restated

$000’s

United Kingdom

& Ireland

Rentals & Sales

Reported

$000’s

Corporate

Reported

$000’s

Total

Restated

$000’s

Sales of services – external110,628 60 41,952 129,370 138,541 18,997 1,035 440,583

Sales of goods – external37,015 73,939 – 246,822 106,760 16,612 – 481,148

Sales of goods and services – inter-segment – 104,503 –  – –15,621 – 120,124

Total segment revenue147,643 178,502 41,952 376,192 245,301 51,230 1,035 1,041,855

Depreciation(20,151)(4,364)(1,464)(32,289)(33,151)(3,960)(563)(95,942)

Amortisation(19)(16)(623)544 187 – (1,493)(1,420)

Impairment loss on goodwill and other intangible

assets (refer note 14)

– – – – –(12,481) – (12,481)

Impairment loss on property, plant and equipment

(refer note 10)

(445)––(1,266)(573)––(2,284)

Other costs – external(81,352)(61,980)(26,889)(301,252)(198,630)(32,060)(10,419)(712,582)

Other costs – inter-segment – (98,253) –  –  –(15,484) –  (113,737)

Segment operating profit/(loss) before finance costs45,676 13,889 12,976 41,929 13,134 (12,755)(11,440)103,409

Interest income 427  131 – 319 1,248 10 5,122 7,257

Interest expense(4,266)(1,194)(999)(12,872)(21,149)(3,308)(3,674)(47,462)

Segment profit/(loss) before income tax41,837 12,826 11,977 29,376 (6,767)(16,053)(9,992)63,204

Segment income tax (expense)/benefit(11,169)(3,591)(4,357)(7,500)2,289 373 1,889 (22,066)

Segment profit/(loss) for the financial year30,668 9,235 7,620 21,876 (4,478)(15,680)(8,103)41,138

Other segment disclosures

Capital expenditure

129,183 2,554 385 82,884 109,813 37,910 3,153 365,882

Non-current assets245,293 24,174 13,865 358,319 432,680 56,131 25,882 1,156,344

Total assets285,973 73,877 16,134 525,848 496,538 67,059 40,440 1,505,869

(1) During the 2025 financial year, the previously reported ‘Canada Rentals & Sales’ and ‘United States Rentals & Sales’ operating segments were combined into one operating segment named ‘North America Rentals & Sales’. This change reflects

the recent appointment of a Chief Operating Officer North America to oversee the United States and Canada rentals and sales operations, the Group’s focus to realise synergy opportunities in the North American operations, and the regional

management of the Group’s fleet and ex-fleet vehicles across the United States and Canada based on seasonal and commercial factors. This change has also resulted in the restatement of the reconciliation of reportable segment revenue

and profit before income tax and the reconciliation of reportable segment assets tables in the segment reporting note.

1. Segment reporting (continued)

PERFORMANCEABOUT US53thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Reconciliation of reportable segment revenue and profit before income tax

RevenueProfit before tax

2025

$000’s

2024

Restated

$000’s

2025

$000’s

2024

Restated

$000’s

Segment total1,039,7101,041,85563863,204

Consolidation adjustments relating to intra-group sale of goods and services

(1)

(102,478)(120,124)(5,588)(4,794)

Consolidated total937,232921,731(4,950)58,410

Reconciliation of reportable segment assets

Non-current assetsTotal assets

2025

$000’s

2024

$000’s

2025

$000’s

2024

Restated

$000’s

Segment total1,324,7721,156,3441,592,9351,505,869

Consolidation adjustments relating to intra-group sale of goods and services

(1)

(16,301)(8,409)(17,264)(8,411)

Other consolidation adjustments––(793)–

Consolidated total1,308,4711,147,9351,574,8781,497,458

(1) This consolidation adjustment primarily relates to the elimination of internal sales and purchases of rental fleet vehicles between the Group’s operating segments. Sales and purchases of rental fleet vehicles and inventory between

(1) the Australian rental, sales and manufacturing businesses; and (2) United States and Canadian rental and sales businesses, are eliminated within the ‘Australia Rentals, Sales & Manufacturing’ and ‘North America Rentals & Sales’

operating segments respectively.

1. Segment reporting (continued)

PERFORMANCEABOUT US54thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2. Revenue

The revenue earned by the Group is derived from the satisfaction of one or more

performance obligations, which are satisfied at a point in time or over a period

of time.

(i) Sales of services

Sales of services comprises rental income and service revenue.

Rental income

Leases in which the Group does not transfer substantially all the risks and rewards

of ownership of an asset are classified as operating leases as a lessor. Rental

income is recognised in the accounting period in which the services are rendered,

by reference to completion of the specific transaction. Where the rental covers a

period of more than one day, revenue is recognised on a straight-line basis based

on the number of days of the booking that have occurred by year-end as a

proportion of the total number of days in the booking. The portion of the revenue

that occurs after year-end is shown as revenue in advance on the consolidated

statement of financial position.

Service revenue

Service revenue comprises various performance obligations (rental add-ons such

as accessories and customer liability reduction) in which satisfaction in most cases

occurs evenly over the rental period and is recognised accordingly. The Group

recognises this revenue over time, as the customer simultaneously receives and

consumes the benefits provided by the Group’s performance.

Sales from tourism services are recognised when the service is rendered to the

customer and are recognised in the accounting period in which the performance

obligation is satisfied, being when the customer obtains the benefit from the

service. It relates to the satisfaction of a number of performance obligations at

a point in time; the contract price that is determined for any single performance

obligation is based with reference to the stand-alone price and no significant

financing components exist, as the transaction is settled within 12 months from

the transaction date. There are no costs to obtain or fulfil the contract.

The Group prices its services on a fixed basis and the pricing is fixed and

determinable when the duly executed arrangement is finalised. It has also been

determined that there are no significant financing components as part of the

Group’s sale of services arrangements.

Revenue from these sales is recognised net of the estimated discounts or other

promotions. Accumulated experience is used to estimate and provide for the

discounts, using the expected value method, and revenue is only recognised

to the extent that it is highly probable that a significant reversal will not occur.

(ii) Sales of goods

The Group sells a range of RVs including motorhomes, campervans, caravans,

accessories and other merchandise. Sales are recognised when control of the

goods has transferred, being when the goods are delivered to the customer

and the customer has the ability to direct the use of the goods. It relates to the

satisfaction of a single performance obligation at a point in time; the contract price

is determined and no significant financing components exist as the transaction is

settled within 12 months from the transaction date and there are no costs to obtain

or fulfil the contract.

PERFORMANCEABOUT US55thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2.1 Sales of services

Sales of services includes revenue from rental of motorhomes, Wi-Fi, accessories,

additional services relating to the rental of motorhomes, revenue from RV repairs

and servicing and the sale of tourism experiences (for Kiwi Experience and Waitomo)

and app subscriptions income (thl digital).

2025

$000’s

2024

$000’s

Rental revenue341,943315,596

Service revenue144,557124,987

Total sales of services486,500440,583

The expected minimum lease payments to be received on lease of motorhomes, based on

the booked rentals as of balance date, are as follows:

2025

$000’s

2024

$000’s

Within one year37,37827,654

Within one to two years144

Total minimum lease payments37,39227,658

2.2 Sales of goods

Sales of goods includes revenue from the sale of motorhomes, caravans, other specialty

vehicles and other merchandise. Cost of sales includes the net book value of ex-rental fleet

sold and the purchase price of new vehicles, trade-ins and retail goods sold.

2025

$000’s

2024

$000’s

Sales of goods450,732481,148

Cost of sales(366,599)(374,179)

Gross profit84,133106,969

2. Revenue (continued)3. Other operating income

2025

$000’s

2024

$000’s

Insurance recoveries1,855826

Net gains on the termination of the Melbourne sub-assembly

plant lease

(1)

1,617–

Fair value gains on financial assets recognised at fair value

through profit or loss

6218

Other income2,4661,769

Loss on disposals of non-fleet assets(39)(239)

Other operating income5,9612,374

(1) In response to a reduction in demand and adjustments in production planning, the Group closed the Melbourne

sub-assembly plant during the 2025 financial year. The net gain on the termination of the Melbourne sub-assembly

plant lease (including lease rectification and surrender costs) was recognised in ‘other operating income’, however

excludes employment-related restructuring costs of $0.2 million (2024: nil) which was recognised in ‘operating

expenses’ in profit or loss in the consolidated statement of comprehensive income.

4. Administration and operating expenses

Administration and operating expenses include:

Notes

2025

$000’s

2024

$000’s

Depreciation10,11109,11694,354

Amortisation143,3111,420

Repairs and maintenance including damage repairs48,67740,375

Marketing costs16,74613,263

Information technology costs10,57111,325

Raw materials and consumables5,5505,648

Rental and lease costs3,8265,435

Net foreign exchange loss/(gain)92 (612)

PERFORMANCEABOUT US56thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
5. Employee benefits expense

Employee entitlements to salaries and wages and annual leave to be settled

within 12 months of the reporting date represent present obligations resulting

from employees’ services provided up to the reporting date. These are calculated at

undiscounted amounts based on remuneration rates that the Group expects to pay.

2025

$000’s

2024

$000’s

Wages and salaries183,267167,975

Share-based payments1,394693

Other employee benefits5,8255,798

Total employee remuneration190,486174,466

6. Finance expenses

2025

$000’s

2024

$000’s

Interest on interest-bearing loans and borrowings38,47633,881

Interest on lease liabilities9,4708,034

Total finance expenses47,94641,915

7. Income tax

The Group is subject to income taxes in multiple jurisdictions. Significant judgement

is required in determining the worldwide provision for income taxes. There are many

transactions and calculations for which the ultimate tax determination is subject of a

thorough review. In the event of uncertain tax positions, the Group recognises a tax

liability when there is an expected future outflow of funds to a taxation authority. In

such cases, a provision is made for the most likely amount or expected value to be

settled. Where the final tax outcome of these matters is different from the amounts

that were initially recorded, such differences will impact the income tax and deferred

tax provisions in the period in which such determination is made.

Current and deferred income tax

Income tax expenses comprises current tax and deferred tax.

Current tax is the amount of income tax payable based on the taxable profit for the

current year, plus any adjustments to income tax payable in respect of prior years.

Current tax is calculated using rates that have been enacted or substantially

enacted by balance date.

Deferred tax is the amount of income tax payable or recoverable in future periods

in respect of temporary differences and unused tax losses. Temporary differences

are differences between the carrying amount of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of

taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary

differences. Deferred tax assets are recognised to the extent that it is probable that

taxable profits will be available, against which the deductible temporary

differences or tax losses can be utilised.

Deferred tax is not recognised if the temporary difference arises from the initial

recognition of goodwill or from the initial recognition of an asset and liability in a

transaction that is not a business combination and, at the time of the transaction,

affects neither accounting profit nor taxable profit.

Deferred tax is recognised on taxable temporary differences arising on

investments in subsidiaries and associates, except where the company can control

the reversal of the temporary difference and it is probable that the temporary

difference will not be reversed in the foreseeable future.

PERFORMANCEABOUT US57thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Deferred tax is calculated at the tax rates that are expected to apply in the period

when the liability is settled or the asset is realised, using tax rates that have been

enacted or substantially enacted by balance date.

Current tax and deferred tax are charged or credited to profit or loss, except when

it relates to items charged or credited directly to equity, in which case the tax is

classified within equity.

7.1 Income tax expense

2025

$000’s

2024

$000’s

Income tax expense/(benefit)

Current tax expense for the financial year

14,05714,163

Adjustments for prior financial years(273)(2,048)

Total current tax expense13,78412,115

Deferred tax expense/(benefit)

Decrease/(increase) in deferred tax assets

18,781(5,106)

(Decrease)/increase in deferred tax liabilities (11,741)12,025

Total deferred tax expense7,0406,919


Total income tax expense20,82419,034

7.2 Reconciliation of income tax expense

The tax on profit or loss before tax differs from the theoretical amount that would arise

using the weighted average tax rate applicable to profits or losses of the consolidated

companies. For the 2025 financial year, the weighted average effective tax rate was not

representative of the statutory tax rates in the jurisdictions the Group operates in due to

the derecognition of unused tax losses of $20.8 million (2024: nil) relating to the Group’s

rentals and sales operations in the United States of America and the United Kingdom

(refer note 7.3). For the 2024 financial year, the weighted average effective tax rate of 32.6%

was not representative of the statutory tax rates in the jurisdictions the Group operates in

due to the impairment of goodwill allocated to the United Kingdom & Ireland Rentals &

Sales operating segment which resulted in a higher amount of expenses not deductible

for tax purposes.

2025

$000’s

2024

$000’s

(Loss)/profit before income tax expense(4,950)58,410

Prima facie tax calculated at domestic rates applicable to the profits/

(losses) in the respective countries

(554)16,403

Tax effect of:

Prior year adjustments

(562)(3,345)

Derecognition of deductible unused tax losses in the

United States of America and United Kingdom

20,804–

Non-assessable income(137)(155)

Expenses not deductible for tax purposes1,2595,021

Recognised deferred tax on share-based payments(40)602

Other adjustments54(80)

Adjustment from removal of depreciation on New Zealand

commercial buildings

–588

Total income tax expense20,82419,034

7. Income tax (continued)

PERFORMANCEABOUT US58thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
7.3 Deferred income tax

Deferred income tax assets are recognised for tax loss carry-forward to the

extent that the realisation of the related tax benefit through future taxable

profits is probable.

Deferred income tax assets and liabilities are offset when there is a legally

enforceable right to offset current tax assets against current liabilities and

when the deferred income tax relates to the same fiscal authority.

Deferred tax assets and liabilities are offset in the consolidated statement of financial

position and presented as a net deferred tax liability where the Group has a legally

enforceable right to set off the recognised amounts and when the Group either intends

to settle on a net basis, or to realise the asset and settle the liability simultaneously.

2025

$000’s

2024

$000’s

Deferred tax assets126683

Deferred tax liabilities(51,378)(45,495)

Net deferred tax liabilities(51,252)(44,812)

The movement in the deferred tax assets and liabilities is provided below:

2025

Opening

balance as at

1 July 2024

$000’s

Recognised

in profit or loss

$000’s

Recognised

in other

comprehensive

loss

$000’s

Recognised

directly in

equity

$000’s

Closing

balance as at

30 June 2025

$000’s

Unused tax losses

(1)

43,680(23,380)––20,300

Provisions20,5654,069––24,634

Derivatives2,50471397–2,972

Lease liabilities3,639342––3,981

Reserves–11716142320

Deferred tax assets70,388(18,781)5584252,207

Property, plant and

equipment

(103,551)10,269––(93,282)

Intangible assets(7,687)1,134––(6,553)

Derivatives(3,439)–––(3,439)

Trade and other

receivables

(399)214––(185)

Reserves(124)124–––

Deferred tax liabilities(115,200)11,741––(103,459)

Net deferred tax

liabilities

(44,812)(7,040)55842(51,252)

(1) Due to recent unfavourable trading results, the Group derecognised deductible unused tax losses totalling

$20.8 million (2024: nil) during the 2025 financial year of which $17.9 million and $2.9 million related to the

United States and United Kingdom rentals and sales businesses respectively. These derecognised unused tax

losses have no expiry date, however, can only be utilised to reduce tax payments in the future subject to taxable

profits arising in the relevant jurisdiction.

7. Income tax (continued)

PERFORMANCEABOUT US59thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2024

Opening

balance as at

1 July 2023

$000’s

Recognised

in profit or loss

$000’s

Recognised

in other

comprehensive

loss

$000’s

Recognised

directly

in equity

$000’s

Closing

balance as at

30 June 2024

$000’s

Unused tax losses45,843(2,163)––43,680

Provisions13,0467,519––20,565

Derivatives2,43272––2,504

Lease liabilities4,006(367)––3,639

Reserves1,12145(279)(887)–

Deferred tax assets66,4485,106(279)(887)70,388

Property, plant and

equipment

(92,536)(11,015)–– (103,551)

Intangible assets(5,967)(1,720)––(7,687)

Derivatives(3,823)–384–(3,439)

Trade and other

receivables

(1,109)710––(399)

Reserves––(124)–(124)

Deferred tax liabilities(103,435)(12,025)260– (115,200)

Net deferred tax

liabilities

(36,987)(6,919)(19)(887)(44,812)

8. Earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of

ordinary shares to assume conversion of all dilutive shares arising from the employee

share scheme (refer to note 29).

Basic and diluted loss attributable to ordinary equity holders of the Company is

$25,774,000 (2024: profit of $39,376,000).

20252024

Weighted average number of ordinary shares (basic)219,826,870216,763,433

Effect of conversion of redeemable shares and options

if exercised

–1,040,263

Weighted average number of ordinary shares (diluted)219,826,870217,803,696

9. Dividends

Dividend distributions to the Company’s shareholders are recognised as a liability

in the Group’s financial statements in the period in which the dividends are

approved by the Board.

20252024

Cents

per share$000’s

Cents

per share$000’s

2024 final dividend (2024: 2023 final dividend)5.0 10,91115.032,247

2025 interim dividend (2024: 2024 interim

dividend)

2.55,5024.59,784

Total dividends on ordinary shares16,41342,031

Dividends not recognised in the consolidated

statement of financial position

Dividends determined since balance date

2025 final dividend

(1)

(2024: 2024 final dividend)4.08.8445.0 10,911

(1) The 2025 final dividend on ordinary shares determined but not recognised in the consolidated statement of financial

position is estimated based on the total number of ordinary shares on issue as at 30 June 2025. The imputed portions

of the 2025 final dividend determined after 30 June 2025 will be imputed out of existing imputation credits, or out of

imputation credits arising from the payment of income tax in the financial year ending 30 June 2026.

2025

$000’s

2024

$000’s

Imputation credits available for use in subsequent

reporting periods

New Zealand imputation credit account (NZD)

17,70711,673

Australia franking credit account (AUD)439439

The above amounts represent the balance of the imputation and franking account as at

the end of the financial year, adjusted for:

• Imputation/franking credits that will arise from the payment of the amount of the

provision for income tax;

• Imputation/franking debits that will arise from the payment of dividends recognised as

a liability at the reporting date; and

• Imputation/franking credits that will arise from the receipt of dividends recognised as

receivables at the reporting date.

7. Income tax (continued)

PERFORMANCEABOUT US60thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
10. Property, plant and equipment

The Group estimates the residual values of the fleet in order to depreciate

motorhome assets using the straight-line method. This estimate of the useful life

and the residual value of the vehicle is based on when it is expected to be taken out

of the rental fleet. The residual value is influenced by its condition, the mileage on

the motorhome and the consumer demand within the relevant resale market. The

Group also considers the market conditions and the impact any changes could have

on the estimates as part of the overall fleet management programme. The Group

completes an annual review of the appropriateness of the residual values and useful

lives that have been used by reviewing the gains/losses made on recent sales and

forecasts of similar motorhomes. The estimated useful lives of motorhomes on the

rental fleet are 1 – 8 years. The annual depreciation rates for motorhomes, ranging

from 1% to 15% of the original costs, are influenced by the residual value at the time

of sale. If the depreciation rate increases/(decreases) by 1% for motorhomes, the

depreciation expense will increase/(decrease) by approximately $8.4 million for the

financial year (2024: $7.5 million).

Depreciation on other assets is calculated using the straight-line method to allocate

their cost amounts to their residual values over their estimated useful lives.

Land and buildings are shown at historical cost, less subsequent accumulated

depreciation for buildings. Land is not depreciated. All other property, plant and

equipment are stated at historical cost less accumulated depreciation. Historical

cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a

separate asset, as appropriate, only when it is probable that future economic

benefits associated with the item will flow to the Group and the cost of the item can

be measured reliably. Repairs and maintenance are charged to profit or loss during

the period in which they are incurred.

Depreciation on other assets is calculated using the straight-line method to allocate

their cost amounts to their residual values over their estimated useful lives as

follows:

Buildings 8 – 50 years

Leasehold improvements Term of the lease

Motor vehicles (non-fleet) 3 – 14 years

Other plant & equipment 2 – 40 years

Section B – Assets used to generate profit

In this section

This section describes the assets thl uses in the business to generate profit, including:

• Property, plant and equipment

The most significant component is the motorhome fleet. Premises in general are

leased, however significant owned properties are the Waitomo Caves Visitor Centre

and the Waitomo Caves Homestead in New Zealand as well as the property in

Edinburgh, Scotland which is used in the United Kingdom rentals and sale business.

The Group has also capitalised building fit out and improvement works in land and

buildings relating to the Waitomokia site in Mangere, New Zealand which is used

primarily by the New Zealand rentals and sale business.

• Right-of-use assets

The most significant leased assets relate to the premises in New Zealand, Australia,

Canada and the United States.

• Inventories

The most significant inventory items are vehicles available for sale including ex-rental

motorhome fleet assets and new or trade-in motorhomes, campervans, and caravans.

Other inventory items include spare parts, living equipment used inside rental

motorhomes, and retail shop stock.

• Intangible assets

Intangible assets include:

– goodwill arising from business acquisitions;

– the cost of the Waitomo Caves leases;

– software;

– supplier relationships;

– brands; and

– trademarks and licenses

PERFORMANCEABOUT US61thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
The assets’ useful lives are reviewed, and adjusted if appropriate, at each balance

date. An asset’s carrying amount is written down immediately to its recoverable

amount if the asset’s carrying amount is greater than its estimated recoverable

amount.

Gains and losses on disposals are determined by comparing proceeds with the

carrying amount. These are included in profit or loss.

Property, plant and equipment is made up of the following assets:

• Motorhomes – this comprises the rental fleet of the New Zealand, Australian, Canadian,

United States and United Kingdom & Ireland rentals businesses. Motorhomes that are

ready for sale are reclassified from property, plant and equipment to inventory when

vehicle refurbishment has been completed and the vehicle is available for sale;

• Motor vehicles – this comprises vehicles owned by the business, including shuttles

and company cars;

• Land and buildings – this comprises owned land and buildings in Waitomo,

New Zealand, Edinburgh, Scotland, and capitalised building fit out costs;

• Other plant and equipment – this comprises office equipment, furniture, and

other plant used to operate the business; and

• Capital work in progress – this represents capital purchases and projects that are not

yet in service. The most significant work in progress relates to the motorhome fleet

built for the next season.

2025

Motor-

homes

$000’s

Motor

vehicles

$000’s

Land

and

buildings

$000’s

Other plant

and

equipment

$000’s

Capital

work in

progress

$000’s

Total

$000’s

Net book value as at

1 July 2024

721,0191,58913,32720,30673,043829,284

Additions and

transfers from work

in progress (net)

303,6661,50231,6906,8509,488353,196

Disposals –(125)(129)(387)–(641)

Reclassification of

motorhomes to

inventories

(130,033)––––(130,033)

Foreign exchange rate

movements

1,5442241(20)621,829

Impairment loss

recognised in profit

or loss

(2,697)–(180)(1,564)–(4,441)

Depreciation(75,530)(507)(2,489)(5,641)–(84,167)

Net book value as at

30 June 2025

817,9692,46142,46019,54482,593965,027

Cost961,3544,32166,61057,40182,5931,172,279

Accumulated

depreciation and

impairment losses

(143,385)(1,860)(24,150)(37,857)–(207,252)

Net book value as at

30 June 2025

817,9692,46142,46019,54482,593965,027

For the 2025 financial year, the impairment loss on property, plant and equipment of

$4.4 million (2024: $2.3 million) is recognised within ‘operating expenses’ in profit or loss

in the consolidated statement of comprehensive income. There were no reversals of

impairment losses recognised in profit or loss (2024: $nil).

10. Property, plant and equipment (continued)

PERFORMANCEABOUT US62thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2024

Motor-

homes

$000’s

Motor

vehicles

$000’s

Land

and

buildings

$000’s

Other plant

and

equipment

$000’s

Capital

work in

progress

$000’s

Total

$000’s

Net book value as at

1 July 2023

590,2521,12213,30917,33737,271659,291

Additions and

transfers from work

in progress (net)

311,4839402,0436,96135,772357,199

Additions through

business combinations

(refer note 15)

–––435–435

Disposals– (115)–(552)–(667)

Reclassification of

motorhomes to

inventories

(109,922)–––– (109,922)

Foreign exchange

rate movements

(3,976)–38575– (3,363)

Impairment loss

recognised in profit

or loss

(2,284)–––– (2,284)

Depreciation(64,534)(358)(2,063)(4,450)– (71,405)

Net book value as at

30 June 2024

721,0191,58913,32720,30673,043829,284

Cost833,5953,30036,11258,09673,0431,004,146

Accumulated

depreciation and

impairment losses

(112,576)(1,711)(22,785)(37,790)– (174,862)

Net book value as at

30 June 2024

721,0191,58913,32720,30673,043829,284

11. Right-of-use assets

Right-of-use assets

The Group predominantly leases its premises in New Zealand, Australia, Canada,

United Kingdom and the United States. Lease agreements may contain both lease

and non-lease components. The Group allocates the consideration in the

agreement to the lease and non-lease components based on their relative

standalone prices. However, for leases of real estate for which the Group is a lessee,

the Group has elected not to separate lease and non-lease components and

instead accounts for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of

different terms, escalation clauses and renewal rights. The lease agreements do

not impose any covenants other than the security interests in the leased assets

that are held by the lessor. Leased assets may not be used as security for

borrowing purposes.

Right-of-use assets are measured at value comprising the following:

• the amount of the initial measurement of lease liability;

• any lease payments made at or before the commencement date less any lease

incentives received;

• any initial direct costs; and

• restoration costs.

The right-of-use asset is depreciated over the shorter of the asset’s useful life and

the expected lease term on a straight-line basis.

Lease liabilities

Lease liabilities have been measured at the present value of the lease payments,

discounted using a discount rate derived from the incremental borrowing rate for

each relevant jurisdiction when the interest rate implicit in the lease was not

readily available. Incremental borrowing rates applied to lease liabilities range

between 2.5% – 8.2% (2024: 2.5% – 9.1%). The Group is exposed to potential future

increases in variable lease payments based on the change of an index or rate,

which are not included in the lease liability until they take effect. When

adjustments to lease payments based on an index or rate take effect, the lease

liability is reassessed and adjusted against the right-of-use asset.

10. Property, plant and equipment (continued)

PERFORMANCEABOUT US63thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Short-term and low-value leases

Payments associated with short-term leases and leases of low-value assets are

recognised on a straight-line basis as an expense in the consolidated statement

of comprehensive income. Short-term leases are leases with a lease term of

12 months or less and predominantly relate to property leases and computer

equipment. Extension and termination options are included in a number of

property leases across the Group. In determining the lease term, management

considers all facts and circumstances that create an economic incentive to

exercise an extension option, or not exercise a termination option.

Extension options (or periods after termination options) are only included in the

lease term if the lease is reasonably certain to be extended (or not terminated).

The assessment of the lease term is reviewed if a significant event or a significant

change in circumstances occurs which affects this assessment and that is within

the control of the Group. The extension options are only exercisable by the Group

and not by the lessor. Where an extension is reasonably certain of being exercised,

that extension period and related costs are recognised on the consolidated

statement of financial position.

To determine the incremental borrowing rate, the Group uses a build-up approach

that starts with a risk-free interest rate adjusted for credit risk for leases held by the

Group and makes adjustments specific to the lease, e.g. term, country, currency

and security.

2025

Buildings

$000’s

Vehicles

and

equipment

$000’s

Total

$000’s

Net book value as at 1 July 2024130,02564 130,089

Additions83,2136 83,219

Modifications11,3411 11,342

Terminations(2,507)–(2,507)

Foreign exchange rate movements(51)–(51)

Depreciation(24,921)(28) (24,949)

Net book value as at 30 June 2025197,10043 197,143

Cost274,881120 275,001

Accumulated depreciation(77,781)(77) (77,858)

Net book value as at 30 June 2025197,10043 197,143

The additions in the 2025 financial year primarily relate to the commencement of the lease

for the new Waitomokia site in Mangere, New Zealand and two new rental sites in Sydney

and Perth, Australia.

2024

Buildings

$000’s

Vehicles

and

equipment

$000’s

Total

$000’s

Net book value as at 1 July 2023144,92783 145,010

Additions3,2268 3,234

Additions through business combinations (refer note 15)3,337– 3,337

Modifications2,668– 2,668

Terminations(312)–(312)

Foreign exchange rate movements(897)(2)(899)

Depreciation(22,924)(25) (22,949)

Net book value as at 30 June 2024130,02564 130,089

Cost192,560126 192,686

Accumulated depreciation(62,535)(62) (62,597)

Net book value as at 30 June 2024130,02564 130,089

11. Right-of-use assets (continued)

PERFORMANCEABOUT US64thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2025

$000’s

2024

$000’s

Cash outflows from lease liabilities

Interest paid on leases (operating activities)

10,3188,848

Payments for lease liability principal (financing activities)20,85725,304

Total cash outflows from lease liabilities31,17534,152

12. Capital commitments

Capital commitments relate to the build of the Group’s motorhome fleet. Purchase orders

placed for capital expenditure at balance date but not yet incurred are as follows:

2025

$000’s

2024

$000’s

Property, plant and equipment77,157106,372

13. Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is

determined using the first-in, first-out (FIFO) method. The cost of finished goods

and work in progress comprises design costs, raw materials, direct labour, other

direct costs and related production overheads (based on normal operating

capacity). It excludes borrowing costs. Net realisable value is the estimated selling

price in the ordinary course of business, less all costs necessary to sell inventories.

Ex-rental motorhomes held for sale at balance date have been reclassified

as inventory.

Inventories are made up of the following categories:

• Raw materials and work in progress – this comprises parts, factory, direct labour and

workshop stock;

• Vehicles held for sale – this mainly comprises new and ex–rental motorhome fleet, which

are now on the sale yard and goods in transit;

• Finished goods – this comprises living equipment to be used in motorhomes and retail

shop stock; and

• Inventory provision – this reflects a decrease in the value of inventory for factors which

include obsolescence, damage, or slow moving stock and/or to recognise the net

realisable value when it is lower than cost.

2025

$000’s

2024

$000’s

Raw materials and work in progress38,65851,334

Vehicles held for sale102,935148,472

Finished goods29,02822,802

Inventory provision(4,677)(1,392)

Total inventories165,944221,216

11. Right-of-use assets (continued)

PERFORMANCEABOUT US65thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
14. Intangible assets

Brands

The Road Bear RV brand acquired in the United States rentals business

combination was valued using the relief from royalty method and recognised at

fair value at the acquisition date.

A number of rental and retail brands were acquired as part of the Apollo business

combination and were valued using the relief from royalty method and recognised

at fair value at the acquisition date. The rental brand is Apollo. Retail brands include

Windsor, Coromal, and Talvor, which are produced by the Australian manufacturing

facility and sold through the dealership network across Australia.

Brand values are included in the net assets of the cash-generating unit (CGU).

Brands are deemed to have an indefinite life where the Group has determined

that there is no foreseeable limit to the period over which the brand is expected to

generate net cash inflows for the entity. Brands are tested annually for impairment

and are carried at cost less any accumulated impairment losses. Brands are

reviewed periodically to assess whether events and circumstances still justify

the assessment of an indefinite useful life.

Supplier relationships

These relate to Winnebago and Adria with exclusive arrangements to manufacture

and distribute Winnebago RVs and import and distribute Adria RVs in Australia.

Provisional supplier agreement values are included in the net assets of the CGU

and determined using the “with and without” valuation approach which estimates

the fair value of an asset by comparing cash flows of the business ‘with’ the asset

to the hypothetical cash flows of the business ‘without’ the asset.

Supplier relationships are deemed to have an indefinite life where the Group has

determined that there is no foreseeable limit to the period over which the supplier

relationship is expected to generate net cash inflows for the entity. Supplier

relationships are tested annually for impairment and are carried at cost less

any accumulated impairment losses.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of

the Group’s share of the net identifiable assets of the acquired subsidiary at the

date of acquisition. Separately recognised goodwill is tested annually for

impairment and carried at cost less accumulated impairment losses. Impairment

losses on goodwill are not reversed. Gains and losses on the disposal of an entity

include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment

testing. The allocation is made to those cash-generating units or groups of cash-

generating units that are expected to benefit from the business combination in

which the goodwill arose. The units or groups of units are identified at the lowest

level at which goodwill is monitored for internal management purposes.

Trademarks, leases and licences

Trademarks, leases and licences are shown at historical cost of acquisition by the

Group less amortisation.

Amortisation of trademarks, leases and licences are calculated using the straight

line method over the life of the underlying assets. These costs are amortised over

their estimated useful lives (15-43 years).

Other intangibles

Acquired computer software licences are capitalised on the basis of the costs

incurred to acquire and bring to use the specific software. These costs are

amortised over their estimated useful lives (3-15 years).

Costs associated with maintaining computer software programmes are

recognised as an expense, as incurred. Costs that are directly associated with the

production of identifiable and unique software products controlled by the Group,

and that will probably generate economic benefits exceeding costs beyond one

year, are recognised as intangible assets. Direct costs include the software

development employee costs and an appropriate portion of relevant overheads.

Computer software development and application costs are recognised as assets

and are amortised over their estimated useful lives, only if such costs create an

intangible asset that the Group controls and the intangible asset meets the

recognition criteria. Costs that are not capitalised as computer software are

expensed as incurred.

PERFORMANCEABOUT US66thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Intangible assets of the Group at balance date comprise:

• Brands - Apollo and Windsor retail brands (Road Bear RV brands allocated to the United

States Rentals and Sales CGU and Coromal and Talvor brands allocated to the Australia

Rental, Sales & Manufacturing CGU was fully impaired during the 2025 financial year);

• Supplier relationships – relates to the exclusive Apollo arrangements to manufacture

and distribute Winnebago RVs (Adria supplier relationships allocated to the Australia

Rental, Sales & Manufacturing CGU was fully impaired during the 2025 financial year);

• Goodwill – primarily relates to the Apollo business combination (Road Bear and El Monte

goodwill allocated to the United States Rentals & Sales CGU was fully impaired during

the 2025 financial year);

• Trademarks, leases and licences – includes intellectual property rights on the Fleet

technology platform and a licence to operate the Waitomo Glowworm Caves until 2027,

and licences to operate other caves in the Waitomo region, with licence terms expiring

in 2032, 2033 and 2039; and

• Other intangibles – relates to acquired software licences and software development costs.

2025

Goodwill

$000’s

Brands

$000’s

Supplier

relationships

$000’s

Trademarks,

leases and

licenses

$000’s

Other

intangibles

$000’s

Total

$000’s

Net book value

as at 1 July 2024

144,7017,6007,3399,11017,712186,462

Additions––––3,9643,964

Impairment loss

recognised in profit or

loss (refer note 14.1)

(35,342)(2,776)(1,602)–(280)(40,000)

Foreign exchange rate

movements

(1,353)(97)(116)–(2) (1,568)

Amortisation–––(1,042)(2,269)(3,311)

Net book value

as at 30 June 2025

108,0064,7275,6218,06819,125145,547

Cost202,4727,9527,22329,17238,518285,337

Accumulated

amortisation and

impairment losses(94,466)(3,225)(1,602)(21,104)(19,393)(139,790)

Net book value

as at 30 June 2025

108,0064,7275,6218,06819,125145,547

2024

Goodwill

$000’s

Brands

$000’s

Supplier

relationships

$000’s

Trademarks,

leases and

licenses

$000’s

Other

intangibles

$000’s

Total

$000’s

Net book value

as at 1 July 2023

151,6547,5337,12410,15713,847190,315

Additions–––– 4,0104,010

Additions through

business combinations

(refer note 15)

3,758–––– 3,758

Impairment loss

recognised in profit or

loss (refer note 14.1)

(12,061)(420)––– (12,481)

Foreign exchange rate

movements

1,350487215–2282,280

Amortisation––– (1,047)(373)(1,420)

Net book value

as at 30 June 2024

144,7017,6007,3399,11017,712186,462

Cost203,0588,0207,33929,13834,942282,497

Accumulated

amortisation and

impairment losses

(58,357)(420)– (20,028)(17,230)(96,035)

Net book value

as at 30 June 2024

144,7017,6007,3399,11017,712186,462


14. Intangible assets (continued)

PERFORMANCEABOUT US67thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
14.1 Impairment of goodwill and other intangible assets

The table below details the cash-generating units (CGU) that goodwill, brands and

supplier relationships are attributable to:

2025

Goodwill

$000’s

Brands

$000’s

Supplier

relationships

$000’s

Total

$000’s

Australia Rental, Sales & Manufacturing98,6254,7275,621108,973

New Zealand Rentals & Sales 6,906––6,906

Action Manufacturing2,475––2,475

United States Rentals & Sales

(1)

––––

Total intangible assets with an indefinite

useful life

108,0064,7275,621118,354

2024

Goodwill

$000’s

Brands

$000’s

Supplier

relationships

$000’s

Total

$000’s

Australia Rental, Sales & Manufacturing100,2336,6747,339114,246

United States Rentals & Sales

(1)

34,976926– 35,902

New Zealand Rentals & Sales 7,017–– 7,017

Action Manufacturing2,475–– 2,475

United Kingdom & Ireland Rentals & Sales

(2)

––––

Total intangible assets with an indefinite

useful life

144,7017,6007,339159,640

(1) The carrying value of goodwill and brands within the North American Rental & Sales operating segment was fully

attributed to the United States Rentals & Sales CGU which is monitored separately for internal management purposes.

(2) During 2024, the Group impaired the carrying value of goodwill and brands allocated to UK/Ireland Rentals &

Sales and recognised an impairment loss of $12.5 million in profit or loss in the consolidated statement of

comprehensive income.

For the purpose of the annual impairment test, goodwill is allocated to the CGUs

or a group of CGUs that are expected to benefit from the synergies of the business

combination, which represent the Group’s operating segments (refer to note 1). The value

of goodwill allocated to the New Zealand Rentals & Sales and Action Manufacturing

operating segments is not significant in comparison to the Group’s total carrying amount

of goodwill, brands, and supplier relationships. The recoverable value for New Zealand

Rentals & Sales and Action Manufacturing are determined based on its value in use and

are not sensitive to reasonably foreseeable changes in key assumptions.

United States Rentals & Sales

The United States Rentals & Sales business has experienced challenging trading

conditions from reduced international travel to the United States of America, coupled

with a further deterioration in vehicle sales demand, adversely impacting both volumes

and margins. In light of these macro-economic conditions, management updated its key

assumptions in the value in use calculation and subsequently recognised an impairment

loss on goodwill, brands and other intangible assets of $36.6 million (2024: nil) in profit or

loss in the consolidated statement of comprehensive income.

As at 30 June 2025, the carrying value of the United States Rentals & Sales CGU post-

impairment net operating assets of $165.2 million is reflective of the recoverable value.

The recoverable value being value in use was determined by discounting the future

cash flows generated from the continued use of the CGU, based on the 2026 financial

year business plans and are projected for years two to five using key assumptions to

cover a five-year period. A terminal growth rate of 2.5% (2024: 2.5%) is applied to

extrapolate cash flows beyond the five-year projections.

In determining the value in use, a weighted average cost of capital is used as the post-tax

discount rate. The discount rates reflect an equity beta and a market risk premium

sourced from observable market inputs.

20252024

Discount rates (%)Post-tax

Pre-tax

equivalentPost-tax

Pre-tax

equivalent

United States Rentals & Sales11.314.311.317.0

The following table shows the sensitivity of the value in use calculation of the United

States Rental & Sales CGU (pre-impairment) based on changes in the key assumptions,

albeit all other assumptions held constant.

Key assumptions

Change in Key

assumption

Reduction in

recoverable

amount

$000’s

Increase in

recoverable

amount

$000’s

Where headroom is

reduced, would the

indicated sensitivity

result in impairment

Discount rate +/- 1.0%(18,774)23,786Yes

Terminal growth rate +/- 0.5%(8,296)9,286Yes

Rental yield+/- 5.0%(47,912)47,912Yes

Rental utilisation+/- 5.0%(40,900)40,900Yes

Vehicle sales margin+/- 5.0%(10,650)10,650Yes

14. Intangible assets (continued)

PERFORMANCEABOUT US68thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Australia Rentals, Sales & Manufacturing

During the 2025 financial year, the Group undertook an Australian retail brand portfolio

review and consolidation to enhance consumer clarity and achieve better operational

efficiencies. As part of this review, the Coromal and Talvor brands acquired from the

Apollo acquisition on 30 November 2022 are to be retired. Following this review, the future

cash flows from the Coromal and Talvor brands are negligible and an impairment loss of

$1.8 million (2024: $nil) was recognised in profit or loss in the consolidated statement of

comprehensive income. Furthermore, following continued low margin performance and

weak market traction in Australia, the Adria supplier relationships acquired from the

Apollo acquisition were considered impaired and an impairment loss of $1.6 million

(2024: $nil) was recognised in profit or loss in the consolidated statement of

comprehensive income.

The recoverable amount of the Australia Rentals, Sales & Manufacturing is its value in use

and is determined by discounting the future cash flows generated from the continued use

of the CGU and are based on the 2026 financial year business plans and are projected for

years two to five using key assumptions to cover a five-year period. A terminal growth rate

of 2.5% (2024: 2.5%) is applied to extrapolate cash flows beyond the five-year projections.

The key assumptions include rental fleet yield, utilisation and fleet size, vehicle sales

margin, and operating costs. Capital expenditure and disposal proceeds are projected

forward based on current build or purchase costs, realisable sale values and expected

fleet rotation by vehicle type. The cash flow projections and values assigned to the key

assumptions represent management’s assessment of future trends and the expected

growth rates in the markets the businesses operate in and are based on both external

and internal sources of data.

The weighted average cost of capital is used as the post-tax discount rate. The discount

rates reflect an equity beta and a market risk premium sourced from observable market

inputs. The annual free cash flows are then discounted by a country specific post-tax

discount rate to arrive at a recoverable amount of the CGU which is compared to the

carrying amount.

20252024

Discount rates (%)Post-tax

Pre-tax

equivalentPost-tax

Pre-tax

equivalent

Australia Rentals, Sales & Manufacturing10.313.69.212.2

14. Intangible assets (continued)

The following table shows the sensitivity of the recoverable value of Australia Rental, Sales

& Manufacturing based on changes in the key assumptions, albeit all other assumptions

held constant.

Key assumptions

Change in

Key assumption

Reduction in

recoverable

amount

$000’s

Increase in

recoverable

amount

$000’s

Where headroom is

reduced, would the

indicated sensitivity

result in impairment

Discount rate +/- 1.0%(66,377)86,469No

Terminal growth rate +/- 0.5%(29,685)33,751No

Rental yield+/- 5.0%(99,159)99,159No

Rental utilisation+/- 5.0%(62,284)62,284No

Vehicle sales margin+/- 5.0%(18,187)18,187No

A change in any of the key management assumptions of Australia Rental, Sales &

Manufacturing as noted below would result in a breakeven position with no remaining

headroom.

Key assumptionSensitivity to breakeven

Discount rate An increase of 1.6%

Terminal growth rate A decrease of 2.0%

Rental yield A decrease of 5.0%

Rental utilisationA decrease of 8.0%

Vehicle sales margin A decrease of 10.1%

PERFORMANCEABOUT US69thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Acquisition of Camperagent

On 22 January 2024, the Group entered into a sales and purchase agreement to acquire the

trading assets and liabilities (including the property lease and business intellectual property)

of Camperagent RV Service Pty Ltd and Camperagent RV Sales Pty Ltd (collectively referred

to as Camperagent). Following the completion of contractual conditions, on 31 January 2024,

the acquired assets and liabilities were transferred and recognised through a newly formed

100%-owned Australian subsidiary THL RV Sales Adelaide Pty Ltd.

The parties agreed to a cash consideration of AUD 11.0 million (NZD 11.8 million) on 31 January

2024. The following table summarises the amounts determined for the purchase

consideration and the fair value of assets acquired and liabilities recognised:

As at 31 January 2024

Fair value

$000’s

Acquisition date fair value of assets acquired and liabilities recognised

Inventories

7,981

Property, plant and equipment435

Right-of-use assets3,337

Total assets11,753

Trade and other payables335

Lease liabilities3,337

Total liabilities3,672

Net identifiable net assets acquired8,081

Goodwill on acquisition3,758

Net assets acquired11,839

Purchase consideration – paid in cash11,839

Total fair value of the consideration11,839

The goodwill balance of $3.8 million on acquisition is attributed to expected synergies in

Australia and has been allocated to the Australia Rental, Sales & Manufacturing operating

segment (refer to note 14).

The contribution of Camperagent for the five months to the Group results for the financial

year ended 30 June 2024 was revenue of $16.7 million and operating loss before interest

and tax of $0.3 million. If the acquisition had occurred at the beginning of the 2024

financial year, the contribution to revenue and operating profit before interest and tax for

the 2024 financial year is estimated at $38.6 million and $1.1 million respectively.

Section C – Investments

In this section

This section explains the investments held by thl and the acquisitions made during the

financial year.

15. Business combinations

The acquisition method of accounting is used to account for all business

combinations, regardless of whether equity instruments or other assets are

acquired. The consideration transferred for the acquisition of a subsidiary

comprises the:

• fair values of the assets transferred;

• liabilities incurred to the former owners of the acquired business;

• equity interests issued by the Group;

• fair value of any asset or liability resulting from a contingent consideration

arrangement; and

• fair value of any pre-existing equity interest in the acquiree.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at the acquisition

date. The Group recognises any non-controlling interest in the acquired entity on

an acquisition-by-acquisition basis either at fair value or at the non-controlling

interest’s proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred, amount of any non-controlling interest

in the acquired entity, and acquisition-date fair value of any previous equity

interest in the acquired entity over the fair value of the net identifiable assets

acquired is recorded as goodwill. If those amounts are less than the fair value of

the net identifiable assets of the business acquired, the difference is recognised

directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts

payable in the future are discounted to their present value as at the date of

exchange. The discount rate used is the entity’s incremental borrowing rate,

being the rate at which a similar borrowing could be obtained from an

independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability.

Amounts classified as a financial liability are subsequently remeasured to fair

value with changes in fair value recognised in profit or loss.

PERFORMANCEABOUT US70thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
16. Material subsidiaries of Tourism Holdings Limited

Material subsidiariesPrincipal activity

Country of

incorporation

or registration

Equity holding

2025

%

2024

%

Action Manufacturing Group

GP Limited

ManufacturingNew Zealand

100 100

TH2Connect GP Limitedthl digitalNew Zealand

100 100

THL Properties NZ Limited

(1)

Rentals & salesNew Zealand

100100

Waitomo Caves LimitedTourismNew Zealand

100 100

Apollo Investments Pty LtdRetail salesAustralia

100 100

Apollo Motorhome Holidays Pty LtdRetail salesAustralia

100 100

Apollo Motorhome Industries Pty LtdManufacturingAustralia

100 100

Apollo RV Service & Repair Centre

Pty Ltd

Retail salesAustralia

100 100

Apollo RV West Pty LtdRetail salesAustralia

100 100

GRL Enterprises Pty LtdManufacturingAustralia

100 100

Outdoria Pty Ltdthl digitalAustralia

100 100

Sydney RV Group Pty LtdRetail salesAustralia

100 100

THL RV Sales Adelaide Pty LtdRetail salesAustralia

100 100

Tourism Holdings Australia Pty LtdRentals & salesAustralia

100 100

CanaDream IncRentals & salesCanada

100 100

THL UK and Ireland LimitedRentals & salesUnited

Kingdom

100 100

El Monte Rents IncRentals & salesUnited States

of America

100 100

(1) THL Properties NZ Limited is the lessee for the new Waitomokia leased site in Mangere, New Zealand.

All subsidiaries have 30 June balance date.

17. Investments

2025

$000’s

2024

$000’s

Caravans Away Limited148148

Other equities14482

Total investments292230

PERFORMANCEABOUT US71thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
19. Reserves

Cash flow hedge reserve

The cash flow hedge reserve is used to record gains or losses on hedging instruments that

are recognised directly in equity. The hedging instruments are used to manage interest

rate risk. Amounts are recognised in profit or loss when the associated hedged transaction

affects profit or loss.

Foreign currency translation reserve

Exchange differences arising on the translation of foreign operations are taken to

the foreign currency translation reserve. When any net investment is disposed of, the

related component of the reserve is recognised in profit or loss as part of the gain or

loss on disposal.

The closing exchange rates used to translate the statement of financial position are

as follows:

20252023

NZD/AUD0.92860.9139

NZD/USD0.60680.6080

NZD/CAD0.83100.8330

NZD/GBP0.44230.4814

Employee share scheme reserve

The employee share scheme reserve is used to recognise the accumulated value of share

options and rights granted which have been recognised in profit or loss. In accordance

with the Group’s accounting policy, amounts accumulated in the executive share scheme

reserve have been transferred to share capital on the exercise of the options or to retained

earnings when they have been forfeited.

Equity investment reserve

The equity investment reserve is used to recognise increments and decrements in the fair

value of financial assets at fair value through other comprehensive income.

Section D – Managing funding

In this section

This section summarises thl’s funding sources and financial risks.

18. Share capital

Number of

ordinary shares

Share capital

$000’s

Balance as at 1 July 2023214,077,123503,007

Ordinary share issued during the 2024 financial year:

Dividend reinvestment plan

2,665,8749,156

Global NZD 1,000 share bonus to employees383,0241,295

Exercise of share options granted to employees784,4682,145

Exercise of share rights granted to employees313,920799

Balance as at 30 June 2024218,224,409516,402

Ordinary share issued during the 2025 financial year:

Dividend reinvestment plan

2,873,6595,116

Balance as at 30 June 2025221,098,068521,518

All issued shares are fully paid and have no par value. Holders of ordinary shares are

entitled to receive dividends when declared and are entitled to one vote per share at

shareholders’ meetings.

On 4 October 2024, 1,840,055 ordinary shares were issued and allotted at the issue price

of $1.7817 per share (inclusive of a 2% discount) under the Dividend Reinvestment Plan in

respect of the 2024 final dividend. On 4 April 2025, 1,033,604 ordinary shares were issued

and allotted at the issue price of $1.7749 per share (inclusive of a 2% discount) under the

Dividend Reinvestment Plan in respect of the 2025 interim dividend.

No share options or rights were exercised during the 2025 financial year. In the 2024

financial year, the Group received $1.8 million in cash proceeds from employees for the

exercise of 784,468 share options.

PERFORMANCEABOUT US72thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Movement in reserves during the financial year

Cash flow

hedge

reserve

$000’s

Foreign

currency

reserve

$000’s

Employee

share

scheme

reserve

$000’s

Equity

investment

reserve

$000’s

Total

$000’s

Balance as at 1 July 20232,01813,1814,21668420,099

Change in fair value during the

financial year

(1,187)–– (2,281)(3,468)

Deferred tax movements332–(887)–(555)

Foreign currency translation

(net of tax)

–(315)––(315)

Value of employee services

charged to profit or loss

––693–693

Transfers to retained earnings––(592)1,5971,005

Transfers to share capital–– (1,162)– (1,162)

Balance as at 30 June 20241,16312,8662,268– 16,297

Change in fair value during the

financial year

(1,418)–––(1,418)

Deferred tax movements397–42–439

Foreign currency translation

(net of tax)

–(2,357)––(2,357)

Value of employee services

charged to profit or loss

––1,394–1,394

Transfers to retained earnings––(356)–(356)

Balance as at 30 June 202514210,5093,348–13,999

20. Interest-bearing loans and borrowings

Interest-bearing loans and borrowing (borrowings) are recognised initially at fair

value, net of transaction costs incurred. Borrowings are subsequently stated at

amortised cost; any difference between the proceeds (net of transaction costs)

and the redemption value is recognised in profit or loss over the period of the

borrowings using the effective interest method.

Borrowings are classified as current liabilities, unless the Group has an

unconditional right to defer settlement of the liability for at least 12 months after

the balance date.

Borrowing costs are recognised as an expense in the period in which they are

incurred, except for borrowing costs directly attributable to the acquisition,

construction or production of a qualifying asset, which are capitalised.

Qualifying assets are those assets that necessarily take an extended period of time

(six months or more) to get ready for their intended use.

The Group’s borrowing structure includes a syndicated corporate debt facility, asset

financiers and floor plan finance. In aggregate, the total funding available exceeds the

current requirements of the Group. The Group has sufficient working capital and undrawn

financing facilities to service its operating activities and ongoing fleet investment.

The Group has the following borrowing facilities:

2025

$000’s

2024

$000’s

Non-current

Syndicated bank borrowings

389,467180,627

Asset finance111,508205,069

500,975385,696

Current

Asset finance

30,68163,867

Floor plan finance10,37253,290

41,053117,157

Total interest-bearing loans and borrowings – gross542,028502,853

Deferred borrowing costs

(1)

(858)(181)

Total interest-bearing loans and borrowings541,170502,672

(1) Deferred borrowing costs relate to the Group’s syndicated bank borrowings.

19. Reserves (continued)

PERFORMANCEABOUT US73thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2025

Total

facility

$000’s

Used at

reporting

date

$000’s

Unused at

reporting

date

$000’s

Syndicated bank borrowings477,805389,46788,338

Asset finance279,954142,189137,765

Floor plan finance91,21310,37280,841

Total interest-bearing loans and borrowings – gross848,972542,028306,944

2024

Total

facility

$000’s

Used at

reporting

date

$000’s

Unused at

reporting

date

$000’s

Syndicated bank borrowings250,544 180,627 69,917

Asset finance420,726 268,936 151,790

Floor plan finance92,685 53,290 39,395

Other loans1,801 – 1,801

Total interest-bearing loans and borrowings – gross765,756 502,853 262,903

The carrying amount of the Group’s borrowings (NZD equivalent) are denominated in the

following currencies:

2025

$000’s

2024

$000’s

New Zealand dollar163,964139,733

Australian dollar124,037132,677

United States dollar106,757110,375

Pounds sterling56,53641,545

Canadian dollar90,73478,523

Total interest-bearing loans and borrowings – gross542,028502,853

Syndicated bank borrowings

As at 30 June 2025, the Group has a multi-currency committed revolving credit facilities of

approximately NZD 478 million and encompass various multi-currency tranches in place

with Westpac New Zealand Limited, ANZ Bank New Zealand Limited, Australia and

New Zealand Banking Group Limited (London Branch), ASB Bank Limited and Royal Bank

of Canada. The Guaranteeing Group consists of Tourism Holdings Limited and all material

New Zealand, Australian, United States, United Kingdom and Canadian subsidiaries. The

Guaranteeing Group has provided first ranking security over its assets and undertakings.

The facilities include NZD 195 million maturing in August 2026, NZD 151 million equivalent

maturing in August 2027 and NZD 132 million maturing in August 2028.

The Group’s covenants include leverage ratio, interest cover ratio, Guaranteeing Group

coverage ratio, equity ratio and prior ranking debt ratio. Interest rates applicable at

30 June 2025 range from 4.9% to 6.1% p.a (2024: 6.1% to 7.4% p.a).

Asset finance

Loans from asset financiers are fully secured debt in relation to motor vehicle assets and

may only be used for the purchase of fleet assets. Interest rates applicable at 30 June 2025

range from 3.5% to 9.0% p.a (2024: 3.5% to 9.0% p.a).

Floor plan finance

Floor plan facilities are maintained to fund the inventory of new motorhomes and

caravans held for sale at retail sales outlets in Australia. Terms are interest only for the first

six months and then interest plus principal at a range from 8.4% to 8.9% (2024: interest

between 8.8% to 9.3% p.a plus principal). For some lenders, balances are secured through

retention of title until point of sale.

Covenants

The consolidated Group is subject to lending covenants across several of its borrowing

facilities. As at the date of these consolidated financial statements the Group is within the

banking covenant requirements.

20. Interest-bearing loans and borrowings (continued)

PERFORMANCEABOUT US74thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
21. Trade and other receivables

Trade and other receivables are recognised initially at fair value plus transaction

costs and subsequently measured at amortised cost using the effective interest

method, less provision for impairment. The Group assesses on a forward-looking

basis the expected credit losses associated with its trade and other receivables

which are carried at amortised cost. The impairment methodology applied depends

on whether there has been a significant increase in credit risk.

The Group applies the simplified approach permitted by NZ IFRS 9 Financial

Instruments, which requires expected lifetime losses to be recognised from initial

recognition of the receivables. To measure the expected credit losses, trade and

other receivables have been grouped based on shared credit risk characteristics and

the days past due. The expected loss rates are based on the historical credit losses

experienced. Where appropriate, the historical loss rates are adjusted to reflect

current and forward-looking information.

2025

$000’s

2024

$000’s

Trade receivables22,00829,148

Allowance for expected credit losses(432)(502)

Trade receivables – net21,57628,646

Prepayments14,31515,521

Receivable under buy-back arrangement2,1694,514

Other receivables12,43322,402

Total trade and other receivables50,49371,083

As at 30 June 2025, trade and other receivables includes $2.2 million (2024: $4.5 million)

relating to vehicles purchased under a short-term buy-back arrangement. This agreement

involves purchasing vehicles to be used in the fleet for a period less than 12 months and

then sold back to the supplier. On initial recognition, thl recognised the cash paid for the

vehicles, the price expected to be received upon resale, and the balancing amount of the

two is considered the lease expense. The transaction is accounted for as a short-term lease

on the basis that:

• thl have an economic incentive to exercise their put option (sell the vehicles back to

the supplier); and

• thl have the right to use the vehicles for a fixed period at a predetermined price.

Due to low risk of the counterparties for these arrangements, the assessed expected

credit losses are immaterial.

There is no concentration of credit risk with respect to trade receivables, as the Group

has a large number of customers, internationally dispersed.

The Group has recognised a decrease of $70,000 (2024: increase of $127,000) in the

provision for the impairment of its trade receivables as at 30 June 2025, which is

included in ‘operating expenses’ in profit or loss in the consolidated statement of

comprehensive income.

PERFORMANCEABOUT US75thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
22. Trade and other payables

Trade payables are obligations to pay for goods or services that have been

acquired in the ordinary course of business from suppliers. Trade payables are

classified as current liabilities if payment is due within one year or less (or in the

normal operating cycle of the business if longer). If not, they are presented as

non-current liabilities.

Trade payables are recognised initially at fair value net of transaction costs and

subsequently measured at amortised cost using the effective interest method.

2025

$000’s

2024

$000’s

Trade payables46,70749,676

Accrued expenses 19,84122,713

Other payables10,66910,244

Total trade and other payables77,21782,633

23. Revenue in advance

Revenue in advance

Revenue in advance relates to payments received for rental and tourism services

for future reservations in advance of service delivery and the portion of rental

income for rental bookings on hire at year-end, that relates to the period after

year-end.

The Group recognises the contract liability which represents the Group’s obligation

to transfer services to a customer for which the Group has received consideration

from the customer. The average timing of satisfaction of performance obligations

in relation to the payment of the revenue in advance is between 1-6 months.

Vehicle deposits

Vehicle deposits are received in advance for pending vehicle sales for which the

customer has not yet taken delivery.

The Group recognises the contract liability which represents the Group’s obligation

to transfer goods to a customer for which the Group has received consideration

from the customer. The vehicle deposit is recognised as revenue when the Group

performs under the contract by delivering the vehicle. The full balance of contract

liabilities in relation to vehicle deposits is expected to be recognised in revenue

between 1-12 months.

2025

$000’s

2024

$000’s

Revenue in advance73,68058,830

Vehicle deposits7,85810,413

Total revenue in advance81,53869,243

PERFORMANCEABOUT US76thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
24. Financial instruments

Classification of financial assets

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other

comprehensive income (OCI) or through profit or loss); and

• those to be measured at amortised cost.

The classification depends on the business model for managing the financial

assets and the contractual terms of the cash flows.

The Group reclassifies debt investments when and only when its business model

for managing those assets changes.

Measurement of financial assets

At initial recognition, the Group measures a financial asset at its fair value plus,

in the case of a financial asset not at fair value through profit or loss (FVPL),

transaction costs that are directly attributable to the acquisition of the financial

asset. Transaction costs of financial assets carried at FVPL are expensed in profit

or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business

model for managing the asset and the cash flow characteristics of the asset.

There are three measurement categories into which the Group classifies its

debt instruments:

Amortised cost

Assets that are held for collection of contractual cash flows where those cash flows

represent solely payments of principal and interest are measured at amortised

cost. Interest income from these financial assets is included in finance income

using the effective interest rate method. Any gain or loss arising on derecognition

is recognised directly in profit or loss and presented in other gains/(losses)

together with foreign exchange gains and losses. Impairment losses are

presented as a separate line item in profit or loss.

Fair value through other comprehensive income (FVOCI)

Assets that are held for collection of contractual cash flows and for selling the

financial assets, where the assets’ cash flows represent solely payments of

principal and interest, are measured at FVOCI. Movements in the carrying amount

are taken through OCI, except for the recognition of impairment gains or losses,

interest income and foreign exchange gains and losses which are recognised in

profit or loss. When the financial asset is derecognised, the cumulative gain or loss

previously recognised in OCI is reclassified from equity to profit or loss and

recognised in other gains/(losses). Interest income from these financial assets is

included in finance income using the effective interest rate method. Foreign

exchange gains and losses are presented in other gains/(losses) and impairment

expenses are presented as a separate line item in profit or loss.

Fair value through profit or loss (FVPL)

Assets that do not meet the criteria for amortised cost or FVOCI are measured at

FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL

is recognised in profit or loss and presented net within other gains/(losses) in the

period in which it arises.

The interest rate swaps in place as at 30 June 2025 and 30 June 2024 qualified as

cash flow hedges. The Group’s risk management strategies and hedge

documentation are aligned with the requirements of NZ IFRS 9 Financial

Instruments and these relationships are therefore treated as hedges.

Financial instruments of the Group that are measured in the consolidated statement of

financial position at fair value are classified by level under the following fair value

measurement hierarchy:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted prices included within Level 1 that are observable for

the asset or liability, either directly (that is, as prices) or indirectly (that is, derived

from prices).

Level 3 Inputs for the asset or liability that are not based on observable market data

(that is, unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is

categorised, is determined based on the lowest input to the fair value measurement. If a

fair value measurement uses observable inputs that require significant adjustment based

on unobservable inputs, the measurement is a Level 3 measurement. The Group’s policy is

to recognise transfers into and transfers out of fair value hierarchy levels as of the date of

the event or change in circumstances that caused the transfer.

PERFORMANCEABOUT US77thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
24.1 Financial assets and liabilities measured at fair value

The following table presents the financial assets and liabilities that are measured at fair value categorised by fair value hierarchy.

20252024

Level 1

$000

Level 2

$000

Level 3

$000

Total

$000

Level 1

$000’s

Level 2

$000’s

Level 3

$000’s

Total

$000’s

Financial assets

Investments

144–14829282–148230

Derivatives–568–568– 1,626– 1,626

Total financial assets144568148860821,6261481,856

Financial liabilities

Derivatives

–344–344–105–105

The fair value of investments and derivatives is calculated using quoted prices. Where such prices are not available, valuation techniques include the use of discounted cash

flow analysis using the applicable yield curve or available forward price data for the duration of the instruments.

The following inputs are used for fair value calculations of derivatives:

Interest rate forward price curvePublished market swap rates

Foreign exchange forward pricesPublished spot foreign exchange rates and interest rate differentials

Discount rate for valuing interest rate derivatives

The discount rates used to value interest rate derivatives are published market interest rates as applicable to the

remaining life of the instrument

Discount rate for valuing forward foreign exchange contracts

The discount rates used to value interest rate derivatives are published market interest rates as applicable to the

remaining life of the instrument

24. Financial instruments (continued)

PERFORMANCEABOUT US78thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
24.3 Measurement categories of financial assets and liabilities

The tables below represent the measurement categories of the financial instruments.

2025

Amortised

cost

$000’s

Fair value

through

profit

or loss

$000’s

Derivatives

used for

hedging

$000’s

Total

$000’s

Financial assets

Cash at bank

49,738––49,738

Investments–292–292

Derivatives––568568

Trade and other receivables

(1)

33,985––33,985

Financial liabilities

Derivatives

––344344

Trade and other payables

(2)

71,217––71,217

Interest-bearing loans and borrowings541,170––541,170

2024

Amortised

cost

$000’s

Fair value

through

profit

or loss

$000’s

Derivatives

used for

hedging

$000’s

Total

$000’s

Financial assets

Cash at bank

56,785–– 56,785

Investments–230–230

Derivatives–– 1,6261,626

Trade and other receivables

(1)

46,370–– 46,370

Financial liabilities

Derivatives

––105105

Trade and other payables

(2)

74,842–– 74,842

Interest-bearing loans and borrowings502,672–– 502,672

(1) Excludes prepayments and GST/VAT receivables included in ‘Trade and other receivables’.

(2) Excludes GST/VAT payables and other payroll-related liabilities included in ‘Trade and other payables’.

24. Financial instruments (continued)

24.2 Financial assets and liabilities not measured at fair value

The following table discloses a comparison of the carrying value and fair value of interest-

bearing loans and liabilities which are not measured at fair value after initial recognition.

Interest-bearing loans and liabilities are designated as Level 2 in the fair value hierarchy.

20252024

Carrying

value

$000’s

Fair value

$000’s

Carrying

value

$000’s

Fair value

$000’s

Financial liabilities

Interest-bearing loans and borrowings

541,170542,698502,672503,366

The carrying amount of trade and other receivables and trade and other payables are

short term in nature and therefore approximate fair value.


PERFORMANCEABOUT US79thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Section E – Managing risk

In this section

This section explains the financial risks thl faces, how these risks affect thl’s financial

position and performance, and how thl manages these risks. In this section of the notes

there is information:

(a) outlining thl’s approach to financial risk management; and

(b) analysing financial (hedging) instruments used to manage risk.

In the normal course of business, the Group is exposed to a variety of financial risks

including foreign currency, interest rate, credit and liquidity risks. To manage this risk the

Group’s treasury activities are performed by a central treasury function and are governed

by Group policies approved by the Board of Directors.

The Group’s overall risk management programme focuses on the unpredictability

of financial markets and seeks to minimise potential adverse effects on the Group’s

financial performance. The Group does not enter into derivatives for trading or

speculative purposes.

25. Financial risk management

25.1 Currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from

various currency exposures, primarily with respect to the Australian dollar, the United

States dollar, the Canadian dollar and the British Pound sterling. Foreign exchange risk

arises when future commercial transactions are in currencies other than functional

currency.

Foreign exchange exposures on future commercial transactions incurred by operations in

currencies other than their functional currency are managed by using forward currency

contracts in accordance with the Group’s treasury policy.

The Parent makes purchases in foreign currency and is exposed to foreign currency risk.

This is managed by utilisation of forward currency contracts from time to time in

accordance with the Group’s treasury policy.

Exchange rate sensitivity

The following table shows the impact on profit before tax and equity increase/(decrease)

in relation to currency risk. A 5 percent change is considered a reasonable possible change

based on prior year movements.

Impact on a 5 percent change in the New Zealand dollar

20252024

Increase

$000’s

Decrease

$000’s

Increase

$000’s

Decrease

$000’s

Assumed impact on profit before tax

Australian dollar

(118)130(387) 428

United States dollar2,331(2,577)547 (605)

Canadian dollar114(126)(198) 219

British pound sterling580(641)(124) 137

Assumed impact on equity

Australian dollar

(10,334)11,422(10,379)11,471

United States dollar(2,514)2,779(4,957)5,479

Canadian dollar(1,865)2,062(1,953)2,158

British pound sterling537(593)(17)19

25.2 Interest rate risk

The Group’s interest rate risk primarily arises from long-term borrowings and cash at bank.

Borrowings issued at variable rates expose the Group to cash flow interest rate risk.

Borrowings issued at fixed rates expose the Group to fair value interest rate risk.

The Group manages its cash flow interest rate risk by using floating to fixed interest rate

derivative contracts. Such interest rate derivative contracts have the economic effect of

converting borrowings from floating rates to fixed rates. Generally, the Group raises

long-term borrowings at floating rates that are lower than those available if the Group

borrowed at fixed rates directly.

Under the interest rate derivative contracts, the Group agrees with other parties to

exchange, at specified intervals (mainly quarterly), the difference between fixed contract

rates and floating rate interest amounts calculated by reference to the agreed notional

principal amounts.

The Group’s borrowings are carried at amortised cost. The borrowings are periodically

contractually repriced and to that extent are also exposed to the risk of future changes

in market interest rates.

The Group maintains cash on overnight deposit in interest-bearing bank accounts.

PERFORMANCEABOUT US80thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
The following tables set out the interest rate repricing profile and current interest rate of

the interest-bearing financial assets and liabilities.

Fixed interest rate

2025

Effective

interest

rate

%

Floating

interest

rate

$000’s

Up to

1 year

$000’s

1-2 years

$000’s

2-5 years

$000’s

Greater

than

5 years

$000’s

Total

$000’s

Assets

Cash at bank

2.1 49,738––––49,738

Liabilities

Derivatives (interest

rate contracts)

(1)

3.2–8,24013,18453,184–74,608

Interest-bearing loans

and borrowings

7.0 473,40118,03125,10324,635–541,170

Fixed interest rate

2024

Effective

interest

rate

%

Floating

interest

rate

$000’s

Up to

1 year

$000’s

1–2 years

$000’s

2–5 years

$000’s

greater

than

5 years

$000’s

Total

$000’s

Assets

Cash at bank

2.2 56,785–––– 56,785

Liabilities

Derivatives (interest

rate contracts)

(1)

3.0– 35,1058,22426,318– 69,647

Interest bearing loans

and borrowings

7.0 435,08716,72036,35314,512– 502,672

(1) Notional contract amounts and include forward starting interest rate swaps.

The effective interest rate of Group borrowings is 7.0% (2024: 7.0%) including the impact of

the interest rate swaps and the fees on facilities.

Interest rate sensitivity

The Group’s floating bank borrowings and cash deposits are subject to interest rate

sensitivity risk. The remaining borrowings are fixed using interest rate derivative contracts.

If the Group’s floating borrowings and deposits year end balances remained the same

throughout the year and interest rates moved by 1.0% then the impact on profitability

and equity is as follows:

2025

$000’s

2024

$000’s

Pre-tax impact of:

An increase in interest rates of 1%

(4,168)(3,762)

A decrease in interest rates of 1%4,1683,762

At year-end the value of interest rate derivative contracts used as cash flow hedges were

subject to interest rate risk in relation to the value recognised in equity. If interest rates

moved by 1% across the yield curve, then the impact on the fair value of the swaps on

equity is shown in the following table. A movement of 1%, or 100bps, is considered by

management as a reasonable estimate of a possible shift in interest rates for the financial

year based on historical movements. There is nil ineffective interest rate swaps recognised

in profit or loss in relation to the valuation of the interest rate swaps (2024: nil). The

remaining interest rate swaps were effective as at 30 June 2025.

Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for

hedges of foreign currency purchase. It may occur due to:

• the credit value/debit value adjustment on the interest rate swaps which is not matched

by the loan; and

• differences in critical terms between the interest rate swaps and loans.

2025

$000’s

2024

$000’s

Post-tax impact on equity of:

An increase in interest rates of 1% across the yield curve

1,022607

A decrease in interest rates of 1% across the yield curve(1,032)(253)

25. Financial risk management (continued)

PERFORMANCEABOUT US81thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
25.3 Credit risk

The Group has no significant concentrations of credit risk. Policies are in place to ensure

that wholesale sales of products and other receivables arising are made to customers with

an appropriate credit history. Sales to retail customers are made in cash or via major credit

cards. Derivative contract counterparties and cash on deposit are limited to quality

financial institutions in accordance with the Board’s approved treasury policy.

The Group considers its maximum exposure to credit risk as follows:

2025

$000’s

2024

$000’s

Credit risk exposure

Cash at bank

49,73856,785

Trade receivables (net of allowance for expected credit losses)21,57628,646

Other receivables12,43322,402

Receivables under buy-back arrangement2,1694,514

Derivatives5681,626

Total credit risk exposure86,484113,973

The Group has numerous credit terms for various customers. The terms vary from cash,

monthly and greater depending on the service and goods provided and the customer

relationship. Collateral is not normally required. All trade receivables are individually

reviewed regularly for impairment as part of normal operating procedures and, where

appropriate, a provision is made. Trade receivables less than three months overdue are

not considered impaired. Overdue amounts that have not been provided for, relate to

customers that have a reliable trading credit history and no recent history of default.

2025

$000’s

2024

$000’s

Trade receivable analysis

Debtors past due

9,19213,751

Allowance for expected credit losses(432)(502)

Debtors past due but not impaired8,76013,249

Debtors current12,81615,397

Total trade debtors21,57628,646

2025

$000’s

2024

$000’s

Ageing of debtors past due

1-30 days

3,9837,286

31-60 days3,1134,194

61-90 days1,1041,109

91+ days9921,162

Total debtors past due9,19213,751

There is no overdue balance in ‘other receivables’ and ‘receivables under buy-back

arrangements’ as at 30 June 2025 (2024: nil).

25.4 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable

securities, the availability of funding through an adequate amount of credit facilities and

the ability to close out market positions. Due to the dynamic nature of the underlying

businesses, Group Treasury aims to maintain flexibility in funding by rolling the draw

downs on a short-term basis and keeping credit lines available.

The table below analyses the Group’s financial liabilities into relevant maturity groupings

based on the remaining period at the reporting date to the contractual maturity date.

The amounts disclosed are the contractual undiscounted cash flows.

2025

Up to

1 year

$000’s

Between

1-2 years

$000’s

Between

2-5 years

$000’s

Greater

than

5 years

$000’s

Total

$000’s

Carrying

value

$000’s

Derivatives (interest rate

and foreign currency

contracts)

176185––361344

Trade and other

payables

(1)

71,217–––71,21771,217

Interest-bearing loans

and borrowings

64,405245,733293,346–603,484541,170

Lease liabilities31,79530,13483,641204,144349,714218,425

Total undiscounted

contractual cash flows

167,593276,052376,987204,1441,024,415831,156

(1) Excludes GST/VAT payables and other payroll-related liabilities included in ‘Trade and other payables’.

25. Financial risk management (continued)

PERFORMANCEABOUT US82thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
2024

Up to

1 year

$000’s

Between

1-2 years

$000’s

Between

2-5 years

$000’s

greater

than

5 years

$000’s

Total

$000’s

Carrying

value

$000’s

Derivatives (interest

rate and foreign

currency contracts)

105–––105105

Trade and other

payables

(1)

74,842––– 74,84274,842

Interest-bearing loans

and borrowings

147,184277,70385,54057,161567,588502,672

Lease liabilities27,32423,62456,81481,253189,015147,488

Total undiscounted

contractual cash flows

249,455301,327142,354138,414831,550725,107

(1) Excludes GST/VAT payables and other payroll-related liabilities included in ‘Trade and other payables’.

25.5 Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to

continue as a going concern in order to provide returns for shareholders and benefits for

other stakeholders and maintain an optimal capital structure to reduce the cost of capital.

The Group considers capital to be share capital and interest-bearing debt. To maintain or

alter the capital structure, the Group has the ability to review the amount of dividends paid

to shareholders, return capital to shareholders, issue new shares, reduce or increase debt

or sell assets.

There are a number of externally imposed bank covenants required as part of seasonal

and term debt facilities. These covenants are calculated monthly and reported to banks

quarterly. The most significant covenants relating to capital management are Net Interest-

bearing Debt to EBITDA.

25.6 Seasonality

The tourism industry is subject to seasonal fluctuations with peak demand for tourism

attractions and transportation over the summer months. The operating revenue and

profits of the Group’s segments are disclosed in note 1. New Zealand and Australia’s profits

are typically generated over the southern hemisphere summer months and the United

States, Canada and the United Kingdom and Ireland’s profits are typically generated over

the northern hemisphere summer months. Due to the seasonal nature of the businesses,

the risk profile at year end is not representative of all risks faced during the year.

26. Derivatives

Derivatives and hedging activities

The Group enters into interest rate swaps and other derivatives to hedge interest rate risk.

Derivatives are initially recognised at fair value on the date a derivative contract is

entered into and are subsequently remeasured at their fair value at the end of each

reporting period. The method of recognising the resulting gain or loss depends on

whether the derivative is designated as a hedging instrument and, if so, the nature of

the item being hedged. The Group designates certain derivatives as hedges of a particular

risk associated with a recognised asset or liability or a highly probable forecast transaction

(cash flow hedge).

The Group documents, at the inception of the transaction, the relationship between

hedging instruments and hedged items, as well as its risk management objectives and

strategy for undertaking various hedge transactions. The Group also documents its

assessment, both at hedge inception and on an ongoing basis, of whether the derivatives

that are used in hedging transactions are highly effective in offsetting changes in fair

value or cash flows of hedged items.

Movements on the hedging reserve in shareholders’ equity are shown in note 19. The

full fair value of hedging derivatives is classified as a non-current asset or liability if the

remaining maturity of the hedged item is more than 12 months, and as a current asset

or liability if the remaining maturity of the hedged item is less than 12 months. Trading

derivatives are classified as a current asset or liability.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and

qualify as cash flow hedges are recognised in equity. The gain or loss relating to the

ineffective portion is recognised immediately in profit or loss in the consolidated

statement of comprehensive income. The gain or loss relating to the interest rate swaps

are recognised in interest expense.

Amounts accumulated in equity are recycled in profit or loss in the periods when the

hedged item affects profit or loss (for instance when the forecast sale that is hedged

takes place). The gain or loss relating to the effective portion of interest rate swaps

hedging variable rate borrowings is recognised in profit or loss within ‘finance expenses’.

The gain or loss relating to the effective portion of forward foreign exchange contracts

hedging export sales is recognised in profit or loss within ‘sales’. However, when the

forecast transaction that is hedged results in the recognition of a non-financial asset (for

example, inventory) or a non-financial liability, the gains and losses previously deferred in

equity are transferred from equity and included in the initial measurement of the cost of

the asset or liability.

25. Financial risk management (continued)

PERFORMANCEABOUT US83thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
When a hedging instrument expires or is sold, or when a hedge no longer meets the

criteria for hedge accounting, any cumulative gain or loss existing in equity at that time

remains in equity and is recognised when the forecast transaction is ultimately recognised

in the consolidated statement of comprehensive income. When a forecast transaction is

no longer expected to occur, the cumulative gain or loss that was reported in equity is

immediately transferred to the consolidated statement of comprehensive income.

20252024

Assets

$000’s

Liabilities

$000’s

Assets

$000’s

Liabilities

$000’s

Forward foreign exchange contracts27–– 105

Interest rate swap contracts61–357 –

Cash flow hedges – total current portion88–357 105

Interest rate swap contracts – non-current

portion

4803441,269 –

Total cash flow hedges5683441,626 105

The ineffective portion (net of tax) recognised in the profit or loss that arises from cash

flow hedges is $nil (2024: $nil) for the financial year.

Interest rate swap

The notional principal amounts of the outstanding interest rate swap contracts at

30 June 2025 were $74,608,000 (2024: $69,647,000).

At 30 June 2025, the fixed interest rates vary from 1.9% to 3.6% (2024: 1.9% to 4.6%).

The liquidity table in note 25 identifies the periods in which the cash flows are expected

to occur.

26. Derivatives (continued)

PERFORMANCEABOUT US84thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
28. Key management personnel and related party disclosures

28.1 Key management personnel

2025

$000’s

2024

$000’s

Salaries and other short-term employee benefits7,0818,666

Share-based payments benefits983795

Post-employment benefits213261

Termination benefits523282

Total compensation to key management personnel8,80010,004

Total positions included in key management compensation at 30 June 2025 are 12

(2024: 15). Executive management do not receive any directors’ fees as directors of

subsidiary companies.

2025

$000’s

2024

$000’s

Directors’ fees703758

Section F – Other

In this section

This section includes the remaining information relating to thl’s consolidated financial

statements which is required to comply with financial reporting standards.

27. Employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave

and long service leave expected to be settled wholly within 12 months of the

reporting date are measured at the amounts expected to be paid when the

liabilities are settled.

2025

$000’s

2024

$000’s

Annual leave10,70111,108

Long service leave2,5522,635

Employee benefits6,5876,471

Total employee benefits19,84020,214

PERFORMANCEABOUT US85thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
28.2 Related party disclosures

Trouchet Family

The Trouchet family hold an interest of 26,079,549 ordinary shares (2024: 26,070,109) via a

number of holding companies and intermediary trusts. Luke Trouchet is an Executive

Director of thl.

The following transactions occurred with the Trouchet family and their related entities

during the financial year:

20252024

Revenue

$000’s

Receivables

$000’s

Revenue

$000’s

Receivables

$000’s

Motorhomes sold (less rebates) to Caravans

Away Pty Ltd (Director related entity of

L Trouchet)

288–1,969341

Servicing and repairs sold to Caravans Away

Pty Ltd (Director related entity of L Trouchet)

4–195

Administration fees received from Caravans

Away Pty Ltd (Director related entity of

L Trouchet)

2122

Administration fees paid RV Boss Pty Ltd

(Director related entity of L Trouchet)

2122

20252024

Expenses

$000’s

Payables

$000’s

Expenses

$000’s

Payables

$000’s

Rebates on motorhomes sold to Caravans

Away Pty Ltd (Director related entity of

L Trouchet)

–17––

Rental expenses paid to KL One Trust

(Director related entity of L Trouchet)

1381413512

Rental expenses paid to Eastglo Pty Ltd

(Director related entity of L Trouchet)

284–241–

Advertising expenses paid to RV Boss Pty Ltd

(Director related entity of L Trouchet)

36178118

Annual salary paid to A Trouchet inclusive

of  superannuation (A related party of

L Trouchet)

564535

28. Key management personnel and related party disclosures

(continued)

29. Share-based payments

29.1 Long-term incentive share scheme 2017

In the 2017 financial year, the Group introduced an equity-settled, share-based long-term

incentive plan for the Chief Executive and other senior executives under which the Group

receives services from the executives as consideration for Options to purchase ordinary

shares of the Group.

The fair value of the employee services received in exchange for the grant of the Options is

recognised as an expense in profit or loss in the consolidated statement of comprehensive

income. The total amount expensed is determined by reference to the fair value of the

Options granted. Amounts accumulated in the employee share scheme reserve are

transferred to share capital on the exercise of the Options or to retained earnings where

they are forfeited.

At the end of each reporting period, the Group revises its estimates of the number

of Options that are expected to vest based on the non-market vesting conditions.

It recognises the impact of the revision to original estimates, if any, in profit or loss

in the consolidated statement of comprehensive income, with a corresponding

adjustment to the employee share scheme reserve.

The terms of the 2017 scheme are contained in a document entitled ‘The Rules of the

Tourism Holdings Long-term Incentive Scheme 2017’:

• Options to purchase ordinary shares are issued to executives by the Board.

• The option price is set based on the volume weighted average price of Tourism Holdings

Limited ordinary shares over the 20 days leading up to the grant date.

• The options can be exercised at the election of the employee after a minimum of two

years from the grant date. A maximum of one third of the options can be exercised after

two years, two thirds after three years and all options can be exercised after four years.

After six years, the options lapse and there is no further right to exercise. The exercise

price payable by the executive is the option price plus a cost of equity adjustment for

two years, less dividends paid for two years.

• The participants holding options have no interest in the ordinary shares that are the

subject of the options, until the options are exercised and ordinary shares issued.

• Valuation of the options for accounting purposes is done by KPMG using the Binomial

Option Pricing Model. The assessed value is charged to profit or loss in the consolidated

statement of comprehensive income over the life of the scheme/option with a

corresponding credit to the employee share scheme reserve.

PERFORMANCEABOUT US86thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Inputs into the model include expected volatility which is based on the historic volatility of the Company’s share price, dividend yield and a risk-free interest rate based on

New Zealand Government bonds. The inputs for measurement of grant date fair value and the number of unvested share options at the financial year end are as follows:

Grant date

Fair value at

grant date

Inputs for measurement of fair value at grant date2025

No. of share

options

unvested

2024

No. of share

options

unvestedIssue price

Expected

volatility

Risk free

interest rate

Exercise price at

balance dateExpiry date

3 April 2019$0.35$4.8121.0%2.33%n/a3 April 2025– 675,000

1 April 2020$0.35$1.2932.3%1.17%$1.571 April 2026 465,001 465,001

6 April 2021$0.36$2.3135.0%0.58%$2.796 April 2027 1,230,000 1,300,000

7 April 2022$0.46$2.8332.5%2.48%$3.327 April 2028 1,102,000 1,157,000

10 May 2023$0.84$4.0332.5%4.73%$4.6810 May 2029 1,303,000 1,395,000

20 March 2024$0.67$3.3632.0%5.10%$4.0320 March 2030 2,350,000 2,619,000

17 June 2024$0.42$1.8137.6%5.15%n/a17 June 2030 – 440,000

27 March 2025$0.43$1.7937.0%5.11%$2.1927 March 20314,350,000 –

10,800,001 8,051,001

n/a = not applicable

The weighted average remaining contractual life of share options at 30 June 2025 was 4.3 years (2024: 4.2 years).

No share options were exercised during the 2025 financial year. The weighted average share price at the date of exercise of the share options exercised during the 2024 financial

year ended was $3.59.

The final exercise price payable for the share options granted in 2024 and 2025 will be calculated as the issue price multiplied by a cost of equity adjustment, less dividends paid

in cash since the second anniversary of the grant date.

29. Share-based payments (continued)

PERFORMANCEABOUT US87thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
29.2 Short-term incentive share scheme 2020

In the 2021 financial year, the Group introduced an equity-settled, share-based short-term

retention plan in lieu of the cash based short-term incentive scheme for employees that

are eligible per the terms of their employment.

Under the 2020 Scheme, the Group receives services from employees as consideration for:

(a) Share Options to purchase ordinary shares of Tourism Holdings Limited at a pre-

determined exercise price, and/or

(b) Share Rights that can be exercised for the issue of ordinary shares of Tourism Holdings

Limited, with no exercise price.

The fair value of the employee services received in exchange for the grant of the Share

Options and Share Rights is recognised as an expense in the statement of comprehensive

income, with a corresponding adjustment to the employee share scheme reserve. The

total amount to be expensed is determined by reference to the fair value of the Share

Options and Share Rights granted. Amounts accumulated in the employee share scheme

reserve are transferred to share capital on the exercise of the Share Options and Share

Rights, or to retained earnings where they are forfeited or not exercised after the

vesting date.

At the end of each reporting period, the Group revises its estimate of the number of Share

Options and Share Rights that are expected to vest based on the non-market vesting

conditions. It recognises the impact of the revision to original estimates, if any, in profit or

loss in the statement of comprehensive income, with a corresponding adjustment to the

employee share scheme reserve.

The terms of the 2020 Scheme are contained in a document entitled the ‘Tourism

Holdings Short-term Incentive Scheme 2020’ (Scheme 2020):

• Share Options to purchase ordinary shares, and Share Rights that can be exercised

for the issue of ordinary shares, are issued to eligible employees by the Board.

• The Share Option price is equal to the volume weighted average price of Tourism

Holdings Limited ordinary shares over the 20 trading days leading up to the date on

which the offer is provided.

• 50% of the Share Options and Share Rights vest 12 months after the grant date, and

the remaining 50% vest 24 months after the grant date. After the Share Options and

Share Rights have vested, they can be exercised by the employee by giving notice to

the Group.

• The Share Rights lapse if not exercised by the employee by the latter of:

(a) sixty (60) days after the applicable vesting date; and

(b) the end of the calendar year in which the vesting date occurred.

The Share Options lapse if not exercised by the employee within six years of the grant date.

• The exercise price payable by the employee for the Share Rights is nil. The exercise price

payable by the employee for the Share Options is the option price.

• The participants holding Share Rights and Share Options have no interest in the

ordinary shares that are the subject of the Share Options or Share Rights, until the

Share Options or Share Rights are exercised and ordinary shares issued.

• A valuation of the Share Options for accounting purposes is done by KPMG using the

Binomial Option Pricing Model. The assessed value is charged to profit or loss in the

statement of comprehensive income over the life of the option with a corresponding

credit to the employee share scheme reserve.

During the 2025 financial year, no share rights were granted. In the prior financial year,

the remaining share rights of 350,763 vested and were converted to ordinary shares on

5 July 2023.

29. Share-based payments (continued)

PERFORMANCEABOUT US88thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
Share options

Inputs into the model include expected volatility which is based on the historic volatility of the Company’s share price, dividend yield and a risk-free interest rate based on

New Zealand Government bonds. The inputs for measurement of grant date fair value and the number of unvested share options at the financial year end are as follows:

Grant date

Fair value at

grant date

Inputs for measurement of fair value at grant date2025

No. of share

options

unvested

2024

No. of share

options

unvestedIssue price

Expected

volatility

Risk free

interest rate

Exercise price at

balance dateExpiry date

5 July 2020$0.59$2.0030.0%0.42%$2.005 July 2026297,466 297,466

5 July 2021$0.57$2.5240.0%4.73%$2.555 July 2027448,767 479,603

746,233777,069

The weighted average remaining contractual life of share options at 30 June 2025 was 1.6 years (2024: 2.6 years).

No share options were exercised during the 2025 financial year. The weighted average share price at the date of exercise of the share options exercised during the 2024 financial

year ended was $3.83.

29.3 Reconciliation of outstanding share scheme plans

The following table summarises the movement and weighted average exercise prices of the share scheme plans during the financial year.


Share scheme 2017Share scheme 2020

Total share

options

No. of share

options

Weighted

average

exercise

price

No. of share

options

Weighted

average

exercise

price

No. of share

rights

Outstanding and exercisable as at 1 July 2023 7,331,334 $ 3.28 1,101,634 $2.37 350,763 8,432,968

Granted during the financial year 3,059,000 $ 3.83 – n/a – 3,059,000

Vested and converted during the financial year(491,667) $ 2.18 (292,801) $2.42 (350,763) (784,468)

Forfeited or cancelled during the financial year(1,847,666) $ 4.59 (31,764) $2.55 – (1,879,430)

Outstanding and exercisable as at 30 June 2024 8,051,001 $ 3.15 777,069 $2.34 – 8,828,070

Granted during the financial year4,350,000$2.19–n/a– 4,350,000

Forfeited or cancelled during the financial year(1,601,000)$4.18(30,836)$2.55– (1,631,836)

Outstanding and exercisable as at 30 June 202510,800,001$3.05746,233$2.33– 11,546,234

During the 2025 financial year 4,350,000 share options (2024: 3,059,000) were granted at a total fair value of $1,871,000 (2024: $1,945,000).

The share-based payment expense for all share schemes for the 2025 financial year was $1,394,000 (2024: $693,000) which is included in ‘Operating expenses’ in the

consolidated statement of comprehensive income.

29. Share-based payments (continued)

PERFORMANCEABOUT US89thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
30. Notes to the consolidated statement of cash flows

30.1 Reconciliation of cash flows from operating activities

In accordance with NZ IAS 7 the Group classifies cash flows from the sale and

purchase of rental assets as operating cash flows. Where the timing of receipts and

payments is of a short-term nature, the cash flows are presented on a net basis.

2025

$000’s

2024

$000’s

Loss/profit for the financial year(25,774)39,376

Non-cash items

Depreciation and amortisation

112,42795,774

Impairment expense on goodwill and other intangibles40,00012,481

Impairment expense on rental assets2,6972,284

Impairment expense on financial assets1,726760

Net loss on disposal of property, plant and equipment39239

Net fair value gain on other financial assets and liabilities(62)(630)

Share-based payments expense1,394693

Total non-cash items158,221111,601

Reclassification of cashflows associated with rental assets

Net book value of rental assets sold

130,032141,627

Purchase of rental assets(314,795)(345,121)

Total cash flows associated with rental assets(184,763)(203,494)

Change in operating assets and liabilities:

Decrease/(increase) in trade and other receivables

18,759(6,814)

Decrease/(increase) in inventories54,434(32,859)

(Decrease)/increase in trade and other payables(5,657)15,002

Increase/(decrease) in revenue in advance12,400(6,831)

Decrease in current tax(4,936)(2,918)

Movement in deferred taxation6,810(9,006)

(Decrease)/increase in provisions(936)301

Total movement in operating assets and liabilities80,874(43,125)

Net cash flows from/(used in) operating activities28,558(95,642)

30.2 Net debt reconciliation

This section sets out an analysis of net debt and the movements in the net debt.

2025

$000’s

2024

$000’s

Interest-bearing loans and borrowings, short-term(41,053)(117,157)

Interest-bearing loans and borrowings, long-term(500,117)(385,515)

Lease liabilities, short-term(21,119)(20,579)

Lease liabilities, long-term(197,306)(126,909)

Gross debt(759,595)(650,160)

Cash at bank49,73856,785

Net debt(709,857)(593,375)

30.3 Changes in liabilities arising from financing activities

Interest-

bearing

loans and

borrowings

$000’s

Lease

liabilities

$000’s

Gross debt

$000’s

Balance as at 1 July 2023361,940159,929521,869

Cash flows

Proceeds

733,317– 733,317

Repayments(593,934)(25,304)(619,238)

Non-cash movements

Foreign exchange movements

1,349– 1,349

Camperagent acquisition– 3,3373,337

Issues and modifications of lease liabilities– 9,5269,526

Balance as at 30 June 2024502,672147,488650,160

Cash flows

Proceeds

487,266–487,266

Repayments(449,087)(20,857)(469,944)

Deferred borrowing costs(1,356)–(1,356)

Non-cash movements

Amortisation of deferred borrowing costs

679–679

Foreign exchange movements996(391)605

Issues and modifications of lease liabilities–92,18592,185

Balance as at 30 June 2025541,170218,425759,595

PERFORMANCEABOUT US90thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Notes to the consolidated financial statements (continued)
32. Contingencies

As at 30 June 2025 the Group has bank guarantees of $7.7 million in place (2024: $3.6 million).

Predominantly these are in lieu of bonds paid relating to leased assets.

33. Subsequent events

On 24 August 2025, the Directors approved a fully imputed, unfranked final dividend of

4 cents per share payable on 3 October 2025.

There are no other events after the reporting period which materially affect the

information within the Group’s consolidated financial statements.

31. Auditor’s remuneration

The auditor of thl is Ernst & Young New Zealand (EY).

2025

$000’s

2024

$000’s

Audit or review of financial statements

Audit of financial statements

1,1621,196

Review of interim financial statements150105

Total audit or review of financial statements provided by EY1,3121,301

Other assurance services

Review over thl’s greenhouse gas emission inventory

(reasonable assurance)

6363

Review over the sales extraction for reporting under the Hobart

branch lease agreement (limited assurance)

6

Other services

Provision of remuneration market survey data

–7

Total fees for services other than the audit or review of

financial statements provided by EY

6970

Total fees for services provided by EY1,3811,371

Fees for audit or review services incurred from non-EY firms

Audit of subsidiary THL UK and Ireland Limited financial statements

11077

Other fees paid to non-EY audit firms

Tax services (tax compliance)

6423

Other agreed upon services 1110

Total fees paid to non-EY firms for services other than the

audit or review of financial statements

7533

Total fees for services provided by non-EY firms 185110

Audit or review of financial statements

Audit of the financial statements provided by EY

1,1621,196

Review of the financial statements provided by EY150105

Review of the financial report provided by non-EY firm 11077

Total fees for the audit or review of financial statements 1,4221,378

Services other than the audit or review of financial statements

Total fees for services provided by EY

6970

Total fees for services provided by non-EY firm7533

Total fees for services other than the audit or review of

financial statements

144103

PERFORMANCEABOUT US91thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

For the financial year ended 30 June 2025

Independent Auditor’s Report
Independent auditor’s report to the shareholders of

Tourism Holdings Limited

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Tourism Holdings Limited (the “Company”)

and its subsidiaries (together the “Group”) on pages 44 to 91, which comprise the

consolidated statement of financial position of the Group as at 30 June 2025, and the

consolidated statement of comprehensive income, consolidated statement of changes

in equity and consolidated statement of cash flows for the year then ended of the Group,

and the notes to the consolidated financial statements including material accounting

policy information.

In our opinion, the consolidated financial statements on pages 44 to 91 present fairly, in

all material respects, the consolidated financial position of the Group as at 30 June 2025

and its consolidated financial performance and cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards

and International Financial Reporting Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility to anyone other than

the Company and the Company’s shareholders, as a body, for our audit work, for this

report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing

(New Zealand). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand) issued by the New Zealand Auditing and

Assurance Standards Board, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Ernst & Young provides other assurance services to the Group. Partners and employees

of our firm may deal with the Group on normal terms within the ordinary course of trading

activities of the business of the Group. We have no other relationship with, or interest in,

the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the consolidated financial statements of the current year.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, but we do not provide a

separate opinion on these matters. For each matter below, our description of how our

audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the

audit of the financial statements section of the audit report, including in relation to

these matters. Accordingly, our audit included the performance of procedures designed

to respond to our assessment of the risks of material misstatement of the financial

statements. The results of our audit procedures, including the procedures performed to

address the matters below, provide the basis for our audit opinion on the accompanying

consolidated financial statements.

PERFORMANCEABOUT US92thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Independent Auditor’s Report (continued)
Goodwill impairment assessments

Why significantHow our audit addressed the key audit matter

The Group holds goodwill of $108 million at 30 June 2025. An impairment loss of

$35 million has been recognised during the year ended 30 June 2025.

The recoverable amount of the Group’s Cash Generating Units (“CGUs”) is determined

each reporting period as either their value in use or fair value less costs of disposal

estimated using discounted cash flow models (“DCF models”). DCF models contain

significant judgement and estimation in respect of future cash flow forecasts, discount

rate and terminal growth rate assumptions. Changes in certain assumptions can lead

to significant changes in the assessment of the recoverable amount.

Disclosures regarding the Group’s recorded impairment loss, key assumptions adopted

in its impairment modelling and the sensitivity to reasonably possible changes in key

assumptions which could result in impairment are included in note 14 and 14.1 of the

financial statements.

In obtaining sufficient appropriate audit evidence, we:

• understood the Group’s goodwill impairment assessment process and identified

relevant controls;

• assessed the Group’s determination of CGUs based on our understanding of the nature

of the Group’s businesses;

• obtained the Group’s DCF models and agreed earnings forecasts to the Board

approved FY26 budget;

• assessed key inputs to the DCF models including future cash flow forecasts, discount

rates and terminal growth rates;

• involved our internal valuation specialists to assess the Group’s discount and terminal

growth rates. Our valuation specialists were also involved in benchmarking the Group’s

assessed recoverable amounts with relevant market multiples and assessing the

logical integrity of the DCF models;

• performed sensitivity analysis in relation to the discount rate, terminal growth rate and

forecast cash flows to consider the potential impact of changes in these assumptions

to the recoverable amounts;

• for the CGU where goodwill was determined to be impaired and an impairment

recognised, we assessed the output of the DCF models against the carrying value of

the CGU to assess the calculation of the impairment recognised; and

• considered the adequacy of the associated disclosures in the financial statements,

including those related to the CGUs where the impairment assessment was sensitive

to reasonably possible changes in assumptions and related to the CGU where an

impairment has been recognised.

PERFORMANCEABOUT US93thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

Independent Auditor’s Report (continued)
Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the other information. The other

information comprises the annual report, which includes the Climate Statement but does

not include the financial statements and our auditor’s report thereon. We obtained the

annual report other than the Climate Statement prior to the date of this auditor’s report.

The Climate Statement is expected to be made available to us after the date of this report.

Our opinion on the consolidated financial statements does not cover the other information

and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility

is to read the other information and, in doing so, consider whether the other information

is materially inconsistent with the consolidated financial statements or our knowledge

obtained during the audit, or otherwise appears to be materially misstated.

If, based upon the work we have performed on the other information that we obtained

prior to the date of this auditor’s report, we conclude that there is a material misstatement

of this other information, we are required to report that fact. We have nothing to report in

this regard. When we read the Climate Statement, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to those charged with

governance and, if uncorrected, to take appropriate action to bring the matter to the

attention of users for whom our auditor’s report was prepared.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair

presentation of the consolidated financial statements in accordance with New Zealand

Equivalents to International Financial Reporting Standards and International Financial

Reporting Standards, and for such internal control as the directors determine is necessary

to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for

assessing on behalf of the entity the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate the Group or cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with International Standards on Auditing (New Zealand) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements

is located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards/

assurance-standards/auditors-responsibilities/audit-report-1-1/. This description forms

part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is

Simon O’Connor.

Chartered Accountants

Auckland

25 August 2025

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STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

GOVERNANCE
Corporate Governance 96

Remuneration 107

Board of Directors 118

Corporate Information 120

Global Footprint 121

DIVERSITY AND INCLUSION REPORTING

PERFORMANCEABOUT US95thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

CORPORATE GOVERNANCE
Tourism Holdings Limited operates under a set of corporate

governance principles designed to see that thl is effectively

managed. The Board is committed to the continued development

of thl’s corporate governance practices by reviewing and developing

its corporate governance policies and monitoring developments to

keep abreast of corporate governance best practice.

thl’s corporate governance framework includes:


The constitution of thl, which describes the ‘rules’ under which the Company operates,

including issue and other share transactions, distributions, shareholder meetings,

Director appointment, remuneration and powers, and the conduct of Board and

shareholder meetings.


The Board Charter and sub-committee charters, which set out the roles and

responsibilities of the Directors.


The Code of Ethics, which outlines the standards of ethical behaviour expected of

Directors, staff and contractors.


The Market Disclosure Policy, which outlines the policy around disclosure of company

information, including the commitment to compliance with continuous disclosure

requirements.


The Securities Trading Policy, which outlines policy and guidelines around trading in

thl securities by Directors, officers and staff.


The Diversity Policy, which outlines the commitment to diversity in Board, Executive

and staff appointments.


The Delegated Authority Policy, which outlines the delegation of authority by the Board

to management, and the authorisation levels at which Board approval is required.

thl’s governance practices have been reviewed against the recommendations of the

NZX Corporate Governance Code, dated 1 April 2023 (‘Code’). The Board considers that the

thl governance framework and practices for the year ended 30 June 2025 are in

compliance with the recommendations of the Code. The information in this Governance

Report is current as at 25 August 2025 and has been approved by the thl Board.

thl’s corporate governance policies and charters are available on its website at

www.thlonline.com.

Principle 1 – Ethical standards

“Directors should set high standards of ethical behaviour, model this behaviour and hold

management accountable for these standards being followed throughout

the organisation.”

thl is committed to being a good corporate citizen. The Company expects Directors,

employees and contractors to practise high ethical standards in the performance of their

duties, to comply with all applicable laws and regulations, cooperate with all regulatory

bodies and Government agencies, and use Company assets and resources only for the

legitimate and ethical achievement of its objectives.

thl has adopted a Code of Ethics which applies to all Directors, employees and contractors

of thl to see that it maintains high ethical standards and reinforces thl’s commitment to

the community. The Code of Ethics addresses the areas of ethical business practices,

insider trading, conflicts of interest and use of Company property, amongst other matters.

The thl Code of Ethics is available at www.thlonline.com. thl undertakes frequent ethics

training for leaders in the business.

Securities Trading Policy

thl has in place a formal Securities Trading Policy and guidelines which applies to all

Directors, officers and employees of thl and its subsidiaries who intend to trade in thl

listed securities.

All individuals defined as “restricted persons” under that policy must notify thl of their

intention to trade and obtain approval from the Board before trading in thl’s shares. No

trading in shares is permitted in ‘blackout periods’ from 1 June each year until 48 hours

after the release of the full year results and from 1 December each year until 48 hours after

the release of the half year results, except in exceptional circumstances.

Trading is permitted outside the blackout periods, provided the restricted person confirms

that they do not hold any material information and that they are not aware of any reason

that would prohibit them from trading. Any trading must be completed within 10 trading

days of approval being given. Restricted persons are defined in the policy as:


all Directors;


the Chief Executive Officer (CEO); all members of the senior management team (being

the C-suite executives, General Managers and equivalent roles) and their direct reports;


the administrative staff of the senior management team;


all employees in the finance department;


trusts and companies controlled by such persons;


anyone notified by the CFO from time to time; and


anyone participating in the Long-Term Incentive Scheme.

The thl Securities Trading Policy is available at www.thlonline.com.

PERFORMANCEABOUT US96thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

Principle 2 – Board composition and performance
“To ensure an effective Board, there should be a balance of independence, skills,

knowledge, experience and perspectives.”

Board skills and expertise

thl’s Board is comprised of Directors who have a mix of skills, knowledge, experience

and diversity to adequately meet and discharge its responsibilities and to add value to

the Company through efficient and effective governance and leadership. The current

Directors have a varied and balanced mix of skills, including extensive operational

experience, knowledge of the tourism industry, as well as extensive experience in

capital markets, growth and global transactions.

The Board skills matrix table outlines the key skills that are considered most relevant

to effectively fulfilling the Board’s current objectives.

Capability

Number of Directors

Highly

CompetentCompetentAware

Public company corporate governance experience520

Financial and audit oversight including expertise in

treasury, funding & debt management

340

Legal and regulatory expertise142

Tourism industry experience430

Manufacturing industry experience223

Rental automotive industry experience250

Retail automotive industry experience223

Risk management experience340

HR/People leadership including executive remuneration340

Experience in development, innovation and execution of

growth and change strategies

430

Investment banking, capital markets and M&A transaction

experience

421

Experience in managing/governing operations across

multiple countries

520

Business leadership experience in international markets

where thl operates

214

C-suite executive level experience421

Health and safety governance/management experience250

Experience in managing/governing ESG/sustainability

frameworks

061

Digital transformation experience043

Customer service experience250

Highly competent = extensive experience, including serving as a key resource and

advising others.

Competent = a complete understanding and experience in practical application.

Aware = a fundamental understanding and knowledge of an area.

Individual Director profiles are set out in the Board of Directors section.

Roles and Responsibilities of the Board

The Board is committed to managing thl in an ethical and professional manner, and in

the best interests of the Company and its shareholders. thl has a Board Charter, available

on its website, which amongst other matters sets out the specific responsibilities of the

Board, including the following:


Oversight of thl, including its control and accountability procedures and systems;


Appointment, performance and removal of the Chief Executive Officer;


Confirmation of the appointment and removal of the senior executives (being the

C-Suite executives, General Managers and equivalent roles);


Setting the remuneration of the Chief Executive Officer and Chief Financial Officer,

approval of the remuneration of the senior executives, and the adoption of thl’s

remuneration policy;


Overseeing the development, adoption and communication of the corporate strategy

and objectives and oversight of the adequacy of thl’s resources required to achieve the

strategic objectives;


Approval of and monitoring of actual results against the annual business plan and

budget (including the capital expenditure plan);


Approval and monitoring of the progress of capital expenditures, capital management

initiatives, and acquisitions and divestments;


Overseeing accounting and reporting systems and thl’s compliance with its continuous

disclosure obligations;


Approval of the annual and half-year financial statements;


Setting measurable objectives for achieving diversity with the organisation; and


Seeing that thl has in place the appropriate protocols to be followed in the case of

a takeover.

Management is responsible for implementing the strategic objectives set by the Board.

The Board maintains a formal set of delegated authorities (including a Delegated

Authorities Policy) clearly defining responsibilities delegated to management and those

retained by the Board. The Delegated Authorities Policy is approved by the Board and is

subject to annual review by the Board.

Board performance evaluation and training

On an annual basis the Chair conducts a review of Board performance. A review using

an independent external facilitator is conducted every second year. Board Committees

periodically review performance against their Charters. The Remuneration and

Nomination Committee is responsible for seeing that Directors remain up to date

with relevant training.

cORPORATE gOVERNANcE cONTiNUEd

cORPORATE gOVERNANcE cONTiNUEd

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STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

Director appointment and nomination
The policy for appointment and retirement of Directors is contained within thl’s

constitution and Board Charter. In accordance with the NZX Listing Rules, Directors

must not hold office (without re-election) past the third Annual Meeting following

their appointment or three years, whichever is longer. In accordance with these rules,

Rob Hamilton will be retiring and seeking reappointment at the 2025 Annual Meeting.

The process for the nomination of Directors is set out in the Remuneration and

Nomination Committee Charter. The Remuneration and Nomination Committee is

responsible for identifying and assessing the necessary and desirable competencies

and characteristics for Board membership and maintaining a skills matrix setting out

the mix of skills and diversity that the Board currently has or is looking to achieve in

its membership.

thl has entered into a written agreement with each of its Directors setting out the terms

of their appointment. thl’s terms of appointment for Directors is set out at Schedule 1

of the thl Board Charter.

The thl Board Charter is available at www.thlonline.com.

Director independence

The criteria to determine whether Directors are independent is set out in the Board

Charter which includes the factors set out in the NZX Corporate Governance Code

(as required under the NZX Listing Rules). All the Directors holding office on 30 June

2025, with the exception of Executive Directors Grant Webster and Luke Trouchet,

are considered to be independent. Directors are required to inform the Board of

any relevant information that may impact independence. The Remuneration and

Nomination Committee reviews the independence of Directors on behalf of the Board.

In June 2025 the Board determined that Luke Trouchet would not participate in the thl

Board or subcommittee meetings and processes assessing the merits of, or matters

associated with or relevant to, the non-binding indication of interest from the consortium

comprising BGH Capital and the family interests of Luke and Karl Trouchet, nor in respect

of other strategic initiatives being considered by thl. As an Executive Director, Luke was

already considered a Non-Independent Director.

Board Diversity Policy

The thl Diversity Policy endorses and supports diversity in Board, Executive and staff

appointments, encompassing differences including but not limited to gender, ethnicity,

race, marital status, sexual orientation, age, employment status, religious belief, ethical

belief or political opinion. When making appointments, the Board and management are

committed to considering diversity as well as the mix of skills and experience needed

to expand the perspective and capability of the Board and the management team as

a whole.

The thl Diversity Policy is available at www.thlonline.com. It requires the Board to consider

the diversity position of thl annually and whether to set any measurable objectives,

which may be numerical and non-numerical. Information regarding thl’s current female

representation and Board approved gender objectives, and Board commentary on

progress against those objectives, can be found on page 35. Diversity is considered in

several thl future-fit goals within our Thrive sustainability programme which aims to

support our crew, building a healthy culture and cultural capability across thl globally.

The Board considers that it currently has the appropriate mix of skills, experience

and diversity to fulfil its responsibilities under the NZX Listing Rules and the thl

Diversity Policy.

Principle 3 – Board Committees

“The Board should use Committees where this will enhance its effectiveness in key

areas, while still retaining Board responsibility.”

There are four standing Committees described below, each of which operates under a

written charter. The performance of the standing Committees is reviewed annually

against the Charters.

Each Committee is authorised to deal with matters as set out in its Charter or falling

within its mandate. Where the Board has delegated decision-making authority to a

Committee, that Committee is entitled to make decisions on such matters, otherwise the

Committee is to submit recommendations to the Board for consideration. From time to

time, the Board delegates specific matters to the appropriate Committee in order to

ensure that a detailed review and analysis is undertaken. The Committee then reports

back to the Board regarding their findings and recommendations.

The Audit and Risk Committee

The Audit and Risk Committee is comprised solely of Non-Executive Directors of the

Board, a majority of whom must be independent Directors. The Chair of the Audit and

Risk Committee must not be the Chair of the Board and must be an independent Director.

The Committee meets a minimum of three times each year. The Audit and Risk

Committee has oversight of and assists the Board to fulfil its responsibilities in the areas

of financial and climate reporting, financial risk management and controls, audit functions

and enterprise risk management. thl employees are able to attend Audit and Risk

Committee meetings from time to time by invitation from the Committee.

The Audit and Risk Committee oversees thl’s internal audit work programme based on

thl’s risk management framework. An internal audit work plan is developed each year,

with internal audit assignments completed by the internal finance function, with external

support as required.

The current composition of the Audit and Risk Committee is Rob Hamilton (Chair),

Cathy Quinn, Robert Baker and Sophie Mitchell.

The thl Audit and Risk Committee Charter is available at www.thlonline.com.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is comprised of at least three Non-

Executive Directors of the Board, a majority of whom must be independent Directors.

The Committee meets a minimum of two times each year. The Remuneration and

Nomination Committee supports the Board on matters relating to people and

remuneration. It assesses the role and responsibilities, composition, training and

membership requirements and remuneration for the Board, including recommendations

for the appointment and removal of Directors.

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The current composition of the Remuneration and Nomination Committee is Sophie
Mitchell (Chair), Cathy Quinn, Gráinne Troute and Rob Hamilton. Management may

attend meetings of the Remuneration and Nomination Committee by invitation only.

The thl Remuneration and Nomination Committee Charter is available at

www.thlonline.com.

Health, Safety and Sustainability Committee

The Health, Safety and Sustainability Committee must be comprised of at least two

Non-Executive Directors of the Board. The current composition of the Health, Safety

and Sustainability Committee is Robert Baker (Chair), Gráinne Troute and Cathy Quinn.

The Committee supports the Board and management on sustainability policies and

practices and employee health, safety and wellbeing matters. The Committee meets

a minimum of three times each year and as required.

The thl Health, Safety and Sustainability Committee Charter is available at

www.thlonline.com.

Market Disclosure Committee

The Market Disclosure Committee is comprised of Cathy Quinn, Rob Hamilton and Sophie

Mitchell. Also in attendance are Grant Webster (Chief Executive Officer), Ollie Farnsworth

(Chief Financial Officer) and Amir Ansari (GM – Investor Relations / Company Secretary).

The Committee monitors compliance with the Group’s Market Disclosure Policy which

covers compliance with NZX Listing Rules, ASX Listing Rules (to the extent applicable),

the Companies Act 1993, the Financial Markets Conduct Act 2013 and other guidelines

issued by the Financial Markets Authority and the NZX.

The Committee meets if required outside of normal Board meetings to approve

market disclosures.

The thl Market Disclosure Policy, which also sets out the roles and responsibilities

of the Market Disclosure Committee, is available at www.thlonline.com.

Other Committees

The thl Board establishes other temporary Committees from time to time when required

for a specific purpose. This includes Committees for the governance of capital raising

processes or for the progression of acquisition opportunities. Membership of these

Committees is assessed on a case-by-case basis.

Takeover protocols

thl has a written protocol that describes the process to be followed in the event of

a takeover offer. The protocol includes the appointment of a sub-Committee of

independent Directors.

In June 2025, the thl Board established a Takeover Committee comprising of Cathy

Quinn (Chair), Rob Hamilton and Sophie Mitchell, to oversee the process relating to

the non-binding indicative offer from the consortium of BGH Capital and the Trouchet

family interests.

Principle 4 – Reporting and disclosure

“The Board should demand integrity in financial and non-financial reporting, and in the

timeliness and balance of corporate disclosures.”

The Board is committed to seeing that shareholders and the market are provided with

complete and timely information about the activities of the business to allow proper

accountability between thl and shareholders, employees and other stakeholders.

The Board has overall responsibility for the integrity of thl’s reporting and disclosure.

Continuous disclosure

thl’s obligations under the NZX Listing Rules require it to advise the market about any

material events promptly and without delay once the Company becomes aware of such

information. As an entity with a foreign exempt listing on ASX, such information is also

required to be released to ASX when released to NZX. The Board has in place a Market

Disclosure Policy to see that the Company is able to comply with its continuous

disclosure obligations.

The Market Disclosure Policy contains a procedure for the escalation of potential

material information to the Market Disclosure Committee, in order to allow the

Committee to determine whether the information is material and whether an

announcement is required. The Market Disclosure Policy is provided to all thl staff and

is also available on www.thlonline.com. Additionally, thl periodically provides training

regarding its continuous disclosure obligations to all staff, sends reminders of thl’s

Market Disclosure Policy and information escalation procedures, and monitors

compliance on an ongoing basis.

Financial reporting

The Audit and Risk Committee is responsible to the thl Board in relation to financial

reporting. It reviews the interim and annual financial statements and reports to the

Board regarding compliance with relevant laws and recognised accounting policies.

It is also responsible for seeing that thl retains accurate financial and accounting records,

and that all financial reporting is done in an accurate and timely manner.

Non-financial reporting

thl has adopted the internationally recognised International Integrated Reporting <IR>

Framework so that its disclosure of non-financial reporting is balanced, transparent,

connected to the financial, social and environmental performance, and easily comparable

to other companies.

thl is a climate-reporting entity for the purposes of the Companies Act 1993. The thl Board

has ultimate responsibility for thl’s Climate-Related Disclosures. The Audit and Risk

Committee, on behalf of the Board, oversees the preparation process including the

engagement of assurance providers, and is responsible for seeing that the disclosures

comply with the relevant regulations and standards. The thl Board approves the final set

of disclosures.

thl’s FY25 reporting of its carbon footprint and Climate-Related Disclosures will be shared

in a separate Climate Statements report, to be published on www.thlonline.com and

www.thlsustainability.com by 31 October 2025.

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Principle 5 – Remuneration
“The remuneration of Directors and Executives should be transparent,

fair and reasonable.”

thl is committed to a fair approach to remuneration which seeks alignment between

remuneration levels and business needs. A clear set of boundaries and process to guide

thl’s philosophy for remuneration has been set by the Remuneration and Nomination

Committee in the thl Remuneration Policy.

thl remuneration disclosures can be found in the Remuneration Report, which is available

on page 107.

thl also has a Remuneration Policy which is available on thl’s website at

www.thlonline.com.

Principle 6 – Risk management

“Directors should have a sound understanding of the material risks faced by the issuer

and how to manage them. The Board should regularly verify that the issuer has

appropriate processes that identify and manage potential and material risks.”

thl maintains an Enterprise Risk Management (ERM) framework for the identification,

assessment, monitoring and management of material risks to thl’s business. The thl

Board has ultimate responsibility for reviewing thl’s risk management framework,

however the ongoing oversight is delegated to the Audit and Risk Committee, who

reports to the Board in respect of potential issues or risks that require further

consideration and response.

Enterprise risk management

A responsibility of the Audit and Risk Committee is to consider, assess and respond to

enterprise risks to thl’s business. This includes oversight and management of thl’s risk

register and risk contingency plans. thl management maintains the material risk register

and reports to the Audit and Risk Committee regularly on such risks. The Audit and Risk

Committee conducts a detailed review of all thl risks on a twice-yearly basis.

Management monitors risks on an ongoing basis to identify any new risks as well as any

potential changes to the threat posed to thl’s business from previously identified risks.

Further information regarding the key material risks to thl can be found on page 37.

Financial risk management

The Audit and Risk Committee is also responsible for seeing that thl has appropriate

control and systems in place to manage any financial risks and to protect thl’s assets.

This involves reviewing thl’s risk management system, business policies and

practices and internal control framework. The Committee is also responsible for

seeing that thl maintains insurance coverage that protects earnings from potential

adverse circumstances.

Health and safety

The Health, Safety and Sustainability Committee is responsible for monitoring matters

relating to occupational health and safety, and physical and mental wellbeing of thl staff,

and reports to the Board on such matters.

The Committee works with Management to identify and maintain a register of workplace

hazards, and to see that thl has in place and appropriately documents its health and safety

policies and procedures.

thl Management report to the Board on any health and safety incidents, including

implementation of responses to prevent further incidents, on a regular basis.

thl Management report to the Health, Safety and Sustainability Committee on progress

on its global ‘future-fit’ sustainability programme including Climate and Carbon and on

the 23 goals of the Future-Fit Business Benchmark.

Principle 7 – Auditors

“The Board should ensure the quality and independence of the external audit process.”

The Audit and Risk Committee is responsible for recommending the appointment and

removal of external auditors, ensuring their independence and regularly monitoring and

reviewing both internal and external audit practices. The Committee closely monitors

thl’s relationship with the external auditor, including:


The rotation of the external auditor or lead partner and peer review partner at least

every five years;


Obtaining confirmation of the auditor’s independence in writing;


Monitoring and approving any other services provided by the external auditor to thl

other than in its audit role; and


monitoring total non-audit fees.

The Audit and Risk Committee Charter sets out the types of services which the external

auditor is prohibited from providing to thl in order to ensure that their ability to provide

audit services is not impaired and that they remain independent.

thl’s current external auditor is EY New Zealand, appointed in October 2023. In accordance

with thl’s Board Charter, EY New Zealand will attend the 2025 Annual Meeting and be

available to answer questions about the conduct of its audit and the preparation and

content of its audit report.

Throughout the year, there is ongoing dialogue between the Audit and Risk Committee,

management and EY in their role as external auditors. Additionally, EY regularly attend

meetings of the Audit and Risk Committee at the invitation of that Committee and have

direct engagement with that Committee without management presence, as appropriate.

thl has an internal audit function which is based on an annual plan prepared by

management, reflecting thl’s risk management framework. The Audit and Risk

Committee receives and reviews reports from the internal audit team, and is responsible

for ensuring that recommendations, actions and timelines for internal audits are agreed

and undertaken with management.

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Principle 8 – Shareholder rights and relations
“The Board should respect the rights of shareholders and foster constructive

relationships with shareholders that encourage them to engage with the issuer.”

Access to information

The Board aims to ensure that shareholders are able to access up-to-date information

regarding thl’s business and ongoing developments in an easy-to-access format.

thl makes available on its website a description of each of its businesses, historical

interim and annual reports and other shareholder communications, and key corporate

governance documents as required by the Code.

Shareholders have the option to receive communications from thl electronically

by electing to do so with thl’s share registrar, MUFG Market Services (formerly Link

Market Services). thl encourages all shareholders to opt in to receiving electronic

communications where practical to reduce waste.

A brief biography of each of thl’s Directors and key members of the Executive team

is available on thl’s website.

Annual Meetings

The Board encourages all shareholders and stakeholders to attend its Annual Meetings.

It aims for all Annual Meetings to be attended by all Directors as well as the CEO, the

CFO and the Company Secretary, and to ensure that they are available for questions from

shareholders. Notice of the Annual Meeting is communicated to shareholders (including

by being posted on thl’s website) as soon as possible, with at least 20 working days prior

notice being given in accordance with the NZX Corporate Governance Code.

The 2024 Annual Meeting was held as a hybrid meeting, with all shareholders being

able to either attend physically or via live-stream and submit questions online. Where

an Annual Meeting is held physically, thl also provides the option to live-stream the

Annual Meeting for those shareholders that are unable to attend in person. Shareholders

attending via the live-stream have the ability to submit questions online. A recording of

each Annual Meeting is subsequently made available on the thl website.

Board composition

thl’s constitution allows no less than three and up to 10 Directors. As at 30 June 2025, the

Board of Directors comprised seven Directors, being five Non-Executive Directors, and

two Executive Directors.

DirectorRolesDirector SinceIndependence

Cathy QuinnBoard Chair, Member Health,

Safety and Sustainability Committee,

Member Audit and Risk Committee,

Chair Market Disclosure Committee,

Member Remuneration and

Nomination Committee

September 2017Independent

Director

Rob BakerChair Health, Safety and Sustainability

Committee, Member Audit and

Risk Committee

November 2022Independent

Director

Rob HamiltonChair Audit and Risk Committee,

Member Remuneration and

Nomination Committee, Member

Market Disclosure Committee

February 2019Independent

Director

Sophie MitchellChair Remuneration and Nomination

Committee, Member Audit and

Risk Committee, Member Market

Disclosure Committee

November 2022Independent

Director

Luke TrouchetExecutive DirectorNovember 2022Executive

Director

Gráinne TrouteMember Remuneration and Nomination

Committee, Member Health, Safety and

Sustainability Committee

February 2015Independent

Director

Grant WebsterChief Executive Officer and

Managing Director

November 2022Executive

Director

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Table of Board attendance
DirectorBoard

Audit and

Risk

Remuneration

and

Nomination

Health,

Safety and

Sustainability

Market

Disclosure

Cathy Quinn148462

Rob Baker148160

Debbie Birch

1

10010

Rob Hamilton148502

Sophie Mitchell138502

Luke Trouchet

2

81000

Gráinne Troute142460

Grant Webster148562

Total meetings held148562

1 Resigned 30 September 2024.

2 Luke Trouchet was formally excused from participating in four Board meetings held in June 2025 due to his involvement

with the non-binding offer received from BGH Capital.

Note: Orange-coloured cells indicate that the Director is a member of that Committee.

Director and Officer gender composition

As at 30 June 2025, being the balance date, thl’s Director and Officer gender composition

was as follows:

20252024

MaleFemale

Gender

DiverseMaleFemale

Gender

Diverse

Directors4 (57%)3 (43%)0 (0%)4 (50%)4 (50%)0 (0%)

Officers

1

6 (66%)3 (33%)0 (0%)9 (75%)3 (25%)0 (0%)

Executive team

2

7 (58%)5 (42%)0 (0%)10 (67%)5 (33%)0 (0%)

1 As per the definition for “Officers” in the NZX Listing Rules.

2 The thl Executive team are thl’s C-suite leaders, as detailed on www.thlonline.com/about/executiveteam.

Use of company information

No disclosures were made of information disclosures under s145(2) and s145(3) of the

Companies Act 1993.

Directors’ shareholdings

As at 30 June 2025, Directors had relevant interests in ordinary shares in thl as set out

below. There is no requirement for thl Directors to own shares in thl.

DirectorInterestShares

Cathy QuinnBeneficial57,167

Rob BakerLegal and beneficial43,405

Rob HamiltonLegal and beneficial60,796

Sophie MitchellBeneficial73,032

Luke Trouchet

1

Beneficial27,079,549

Gráinne TrouteLegal and beneficial102,998

Grant Webster

1

Legal and beneficial2,638,106

1 Refer to the Remuneration Report for details of various convertible securities owned by each of Grant Webster and

Luke Trouchet.

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Directors’ share dealings
Details of the Directors’ acquisitions and disposals of relevant interests during the financial

year ending 30 June 2025 in the ordinary equity securities issued by the Company are

as follows:

Director

Nature of relevant

interest

Date of

transaction

Number of

securities

acquired/

(disposed)Consideration

Cathy QuinnBeneficial owner4 October 20241,538Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7817 per share.

Beneficial owner4 April 2025794Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7749 per share.

Debbie BirchNo acquisitions or disposals during the financial year

Rob BakerLegal and

beneficial owner

4 October 20241,168Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7817 per share.

Legal and

beneficial owner

4 April 2025602Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7749 per share.

Rob HamiltonLegal and

beneficial owner

4 October 20241,527Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7817 per share.

Legal and

beneficial owner

4 April 2025786Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7749 per share.

Sophie

Mitchell

No acquisitions or disposals during the financial year

Luke TrouchetBeneficial owner4 October 20246,227Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7817 per share.

Beneficial owner4 April 20253,213Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7749 per share.

Director

Nature of relevant

interest

Date of

transaction

Number of

securities

acquired/

(disposed)Consideration

Gráinne TrouteLegal and

beneficial owner

4 October 20242,587Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7817 per share.

Legal and

beneficial owner

4 April 20251,331Acquired Ordinary Shares

pursuant to thl’s Dividend

Reinvestment Plan at

$1.7749 per share.

Grant WebsterNo acquisitions or disposals during the financial year

Additionally, in respect of Luke Trouchet, On 14 June 2025, BGH Capital and family

interests associated with Luke and Karl Trouchet (Trouchet Shareholders) entered into

a Co-Operation and Exclusivity 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 BGH Capital of all or a substantial part of the

ordinary shares in thl or thl’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 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 BGH Capital (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 thl unanimously recommend to thl shareholders that they

accept a takeover offer under the Takeovers Code, or earlier by agreement in writing

between BGH Capital and the Trouchet Shareholders.

A change in the nature of the Trouchet Shareholders’ (and therefore Luke Trouchet’s)

relevant interest has arisen as there is a qualification on the Trouchet Shareholders’

power to control the disposal of any of the shares held by the Trouchet Shareholders

pursuant to the terms of the Co-operation Agreement.”

The relevant interests in the above shares are as disclosed in the Directors’

shareholdings section.

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Substantial product holders
The following information is provided in compliance with section 293 of the Financial

Markets Conduct Act 2013 and records Substantial Product Holder notices received

as at 30 June 2025. As at 30 June 2025, the total number of voting securities on issue

was 221,098,068.

Shareholder

Number of

Ordinary Shares

in which a

relevant interest

was heldPercentage %

Date of

Release

5382917 Limited (BGH Capital)44,197,50319.990%15 June 2025

Trouchet Shareholders26,079,54911.795%14 June 2025

ANZ New Zealand Investments Limited,

ANZ Bank New Zealand and ANZ Custodial

Services New Zealand Limited

18,535,1498.383%17 June 2025

Accident Compensation Corporation17,533,0947.930%16 June 2025

Spread of shareholders

The ordinary shares of Tourism Holdings Limited are listed on the NZX Main Board and the

Official List of the ASX under a foreign exempt listing.

As at 30 June 2025 the total number of voting securities on issue was 221,098,068.

Size of Holdings

Number of

Holders

Number of Shares

Held

% of Total Issued

Shares

1 – 1,000 2,144 1,027,924 0.46%

1,001 – 5,000 3,022 7,947,450 3.59%

5,001 – 10,000 975 7,114,304 3.22%

10,001 – 50,000 856 16,686,661 7.55%

50,001 – 100,000 101 7,043,580 3.19%

100,001 and over 80 181,278,149 81.99%

Total 7,178 221,098,068 100%

The above shows the spread of shareholders as at 30 June 2025. The shareholding of

New Zealand Central Securities Depository Limited (NZCSD) has been reallocated to

the applicable members of NZCSD.

Twenty largest shareholders

As at 30 June 2025

Number of

Ordinary

Shares

% of

Total Issued

Shares

1 Barmil Enterprises Pty Ltd

1

25,653,53911.60%

2HSBC Nominees (New Zealand) Limited21,746,9169.84%

3 Accident Compensation Corporation18,237,2438.25%

4Custodial Services Limited18,225,7538.24%

5Premier Nominees Limited12,957,4775.86%

6 BNP Paribas Nominees NZ Limited8,063,0473.65%

7 New Zealand Depository Nominee7,029,5173.18%

8 New Zealand Superannuation Fund Nominees Limited5,677,9992.57%

9 Hantec Securities Company Limited5,145,5832.33%

10 Tea Custodians Limited4,765,2482.16%

11 Forsyth Barr Custodians Limited3,952,7821.79%

12 Private Nominees Limited3,426,5881.55%

13 J P Morgan Nominees Australia Pty Limited3,352,2091.52%

14 FNZ Custodians Limited3,323,5641.50%

15 Alpine Bird Manufacturing Limited3,260,8701.47%

16 Custodial Services Limited3,112,9221.41%

17 Grant Gareth Webster & Stephen David Webster

2

2,246,5181.02%

18 Mirrabooka Investments Limited2,111,0880.95%

19 Premier Nominees Limited2,044,5010.92%

20Pt Booster Investments Nominees Limited1,921,7280.87%

Total156,255,09270.68%

1 Holding beneficially owned by Luke Trouchet. Refer to Directors’ shareholdings section.

2 Holding beneficially owned by Grant Webster. Refer to Directors’ shareholdings section.

The shareholding of New Zealand Central Securities Depository Limited (NZCSD) has been

reallocated to the applicable members of NZCSD.

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General notice of Directors’ interest
Directors have made general disclosures of interests in accordance with s140(2) of the

Companies Act. Current interests as at 30 June 2025, and those which ceased during

the year, are tabulated below. New disclosures advised during FY25 are italicised.

Cathy QuinnFertility Associates Holdings LimitedChair

Fletcher Building Industries LimitedDirector

Fletcher Building LimitedDirector

Fonterra Co-operative Group LimitedDirector

MinterEllisonRuddWattsConsultant

Rangatira LimitedDirector

University of AucklandPro-Chancellor

Robert BakerFlight Centre Travel Group LimitedDirector

Gathid LimitedChair

Goodman Private Wealth LtdDirector

Robert is a retired partner of PwC Australia and receives an annual post-

retirement payment in accordance with the Partnership Agreement he was

party to. PwC Australia is a separate entity to PwC New Zealand, who were

previously engaged as thl’s external auditor. Robert has no past or present

relationship with PwC New Zealand

Rob HamiltonAuckland Grammar School Foundation TrustChair

Cyprus Enterprises LimitedDirector – appointed

December 2024

Mercury NZ LimitedDirector – appointed April

2025

Oceania Healthcare LimitedDirector

Kamari Consulting LimitedDirector and Shareholder

Meadow Mushrooms LimitedDirector – appointed

December 2024

Stelvio Consulting LimitedDirector and Shareholder

Westpac New Zealand LimitedDirector

Sophie MitchellCorporate Travel Management LimitedDirector

Firstmac LimitedDirector

Morgans Foundation LimitedDirector

Morgans Holdings (Australia) LimitedDirector

Myer Family Investments LimitedDirector

Luke TrouchetBarmil Enterprises Pty LtdDirector

Eastglo Pty LtdDirector

LGT Holdings Pty LtdDirector

Salamanda Travel Pty LtdDirector

Camp Stay Holding Pty LtdDirector

Camp Stay Pty LtdDirector

Jamonji Pty LtdDirector

Jamonji Corp Pty LtdDirector

KRLG Pty LtdDirector

RV Boss Pty LtdDirector

Caravans Away Pty LtdDirector

Orange Ninja Pty LtdDirector – appointed

December 2024

Luke is a Director of thl subsidiaries as listed on page 106.

Gráinne TrouteInvestore Property LimitedDirector

Summerset Group Holdings LimitedDirector

Duncan CotterillBoard Member

Montana Group LimitedChair – resignation advised

September 2024

Grant WebsterLes Mills Holdings LimitedChair

Grant is a Director of thl subsidiaries as listed on page 106.

NZX Waivers

On 27 February 2017 thl obtained a waiver from NZXR from Rule 8.1.7 (which ensures that

options may not be subsequently amended by an issuer in a manner that is detrimental to

the interests of the holders of the underlying Equity Securities). The waiver was granted to

the extent that the Rule would otherwise prevent the issue of options under thl’s long-

term incentive scheme for senior executives, introduced in 2017. The ruling allows for a

formula to be used for the exercise price of the options that will result in a fluctuating

exercise price.

On 22 May 2019 thl obtained a waiver from NZXR from Listing Rule 6.5.2 under the revised

NZX Listing Rules. This waiver re-documented the existing waiver received on 27 February

2017 in respect of Rule 8.1.7 under the former NZX Listing Rules. In April 2024, thl relied on

this waiver in the issuance of new options under its long-term incentive scheme.

Directors’ loans

There were no loans by the Group to Directors.

Donations

In accordance with section 211(1)(h) of the Companies Act 1993, thl records that it

donated $1,958 during the year ended 30 June 2025. No donations were made to

any political parties.

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Directors’ insurance
The Group has arranged insurance cover and provided deeds of indemnity for Directors’

and Officers’ liability.

Auditor

In accordance with section 207T of the Companies Act 1993, EY New Zealand are

appointed as the Group’s auditors. Auditors’ remuneration is detailed in note 31 to

the financial statements.

Subsidiary companies

During the financial year ending 30 June 2025, the Directors of thl’s subsidiary companies

were as follows. No Director of any subsidiary received beneficially any Director’s fees or

other benefits except as an employee. The remuneration and other benefits of such

employees, received as employees, are included in the relevant bandings for remuneration

disclosed under Employee Remuneration on page 107.

1thl Motorhomes LimitedGrant Webster

2Waitomo Caves LimitedGrant Webster

3 Waitomo Caves Holdings LimitedGrant Webster

4TH2connect GP LimitedGrant Webster

5thl Properties NZ LimitedGrant Webster

6 Action Manufacturing Group GP LimitedGrant Webster

7 Road Bear NZ LimitedGrant Webster

8 Apollo Motorhome Holidays LimitedGrant Webster

9 Talvor Motorhomes LimitedGrant Webster

10 Maui Rentals Pty LimitedGrant Webster, Luke Trouchet

11 Outdoria Pty LimitedGrant Webster, Luke Trouchet

12 The Green Bus Company Pty LimitedGrant Webster, Luke Trouchet

13thl Oz Pty LimitedGrant Webster, Luke Trouchet

14thl Group (Australia) Pty LimitedGrant Webster, Luke Trouchet

15 Tourism Holdings Australia Pty LimitedGrant Webster, Luke Trouchet

16 World Travel Headquarters Pty LimitedGrant Webster, Luke Trouchet

17 Tourism Holdings Rental Vehicles Pty LimitedGrant Webster, Luke Trouchet

18 Apollo Tourism & Leisure LtdGrant Webster, Luke Trouchet

19 Apollo Motorhome Ultimate Holdings Pty LtdGrant Webster, Luke Trouchet

20Apollo Motorhome Holdings (Aus) Pty LtdGrant Webster, Luke Trouchet

21 Cheapa Campa Pty LtdGrant Webster, Luke Trouchet

22G R L Enterprises Pty LtdGrant Webster, Luke Trouchet

23 Talvor Motorhomes Pty LtdGrant Webster, Luke Trouchet

24Apollo Motorhome Holidays Pty LtdGrant Webster, Luke Trouchet

25Apollo Motorhome Industries Pty LtdGrant Webster, Luke Trouchet

26 Hippie Camper Pty LtdGrant Webster, Luke Trouchet

27 Sydney RV Group Pty LtdGrant Webster, Luke Trouchet

28 Apollo Investments Pty LtdGrant Webster, Luke Trouchet

29 Apollo RV West Pty LtdGrant Webster, Luke Trouchet

30 AMH Products Pty LtdGrant Webster, Luke Trouchet

31 Apollo RV Service & Repair Centre Pty LtdGrant Webster, Luke Trouchet

32 Apollo Finance Pty LtdGrant Webster, Luke Trouchet

33 Winnebago RV Pty LtdGrant Webster, Luke Trouchet

34 Apollo Motorhome Holdings (NZ) Pty LtdGrant Webster, Luke Trouchet

35thl RV Sales Adelaide Pty LtdGrant Webster, Luke Trouchet

36 Tourism Holdings USA IncGrant Webster

37 El Monte Rents IncGrant Webster

38 Apollo Motorhome Holidays LLCGrant Webster, Luke Trouchet

39 CanaDream CorporationGrant Webster, Luke Trouchet, Kristen Evans

40CanaDream IncGrant Webster, Luke Trouchet, Kristen Evans

41 ATL Canada LtdGrant Webster, Kristen Evans

42thl Motorhomes UK LimitedGrant Webster, Nick Roach

43thl UK and Ireland LimitedGrant Webster, Nick Roach

44Apollo Tourism & Leisure UK LimitedLuke Trouchet, Chris Stewart

45Apollo Tourism & Leisure (EU) LtdNick Roach

46 Apollo Motorhome Holidays GmbHGrant Webster, Nick Roach

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REMUNERATION
Report from the Chair

Dear Shareholders,

On behalf of the Remuneration and Nomination Committee I’m pleased to present

you with the thl Remuneration Report for FY25. As with last year, we adopt the NZX

recommended Remuneration Reporting Template for Listed Issuers.

Remuneration Objectives

The philosophy for remuneration within thl is to align remunerating Executives interests

and efforts with the long-term interests of thl Shareholders. This is achieved through a

combination of long-term incentive schemes and short-term incentives. The long-term

incentives are linked to share price movements, providing the Executives with a similar

experience as that of thl shareholders, and the short-term incentives include specific

targets of a financial and non-financial nature.

The thl Board recognises that in order to achieve its objectives thl must have committed

and capable staff. thl’s remuneration approach aims to set a framework around total

remuneration that serves several purposes. Firstly, a fixed base salary for thl for all

employees in salaried roles, to attract, retain and sustain the desire to remain working

for thl. Secondly a short-term incentive (STI) to encourage and reward employees for

achieving key performance indicators or other objectives, and thirdly, long-term incentives

(LTI) for appointed senior executives and managers, to align them with the long-term

interests of thl and its shareholders.

In developing a policy for the whole of thl there was recognition that the varied businesses

within the thl model and different operating jurisdictions limit the ability to implement

a true “one size fits all approach” to all aspects of remuneration and reward. In the same

manner as ethics and risk cannot be managed by a definitive set of rules for all situations,

the ever-changing landscape of thl and the legal requirements of the jurisdictions we

operate in require some interpretation of the policy intent in a variety of ways. thl sees that

all leaders are aware of the principles and values of remuneration by which we operate.

This approach alongside a clear set of boundaries and processes form the basis of the thl

Remuneration Policy.

Board Fees

The current Director fee pool, approved at the 2023 Annual Meeting, is up to $850,000

(plus GST, if any) per annum. In FY25, $703,125 of this fee pool was utilised.

The Board opted not to implement a fee increase in 2025. This decision acknowledges the

impact of the share price on thl shareholders, and the challenges faced by thl in FY25.

Other Activity in FY25

During FY25, the Board engaged PwC to undertake a review of thl’s long-term incentive

scheme and general market practice for NZX50 companies in relation to long-term

incentives. This work has been put on hold until such time as the process with BGH Capital

and the Trouchet family interests is concluded, at which point we expect to revisit it.

On behalf of the Remuneration & Nomination Committee, I thank you all for your ongoing

support of thl and look forward to welcoming you at the 2025 Annual Meeting.

Sophie Mitchell

Chair Remuneration and Nomination Committee

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Remuneration Governance
The Remuneration and Nomination Committee is comprised of at least three Non-

Executive Directors of the Board, a majority of whom must be Independent Directors.

The Committee meets a minimum of two times each year. The Remuneration and

Nomination Committee supports the Board on matters relating to human resources

and remuneration. It assesses the role and responsibilities, composition, training and

membership requirements and remuneration for the Board, including recommendations

for the appointment and removal of Directors. Management may attend meetings of the

Remuneration and Nomination Committee by invitation only.

The current composition of the Remuneration and Nomination Committee comprises

of Sophie Mitchell (Chair), Cathy Quinn, Rob Hamilton and Gráinne Troute. Profiles for

each of these Directors can be found on pages 118 and 119. All members are

Independent Directors.

The Committee’s responsibilities focus on seeing that effective remuneration

management systems are in place and align with thl’s broader objectives and strategies

as outlined in the Remuneration Policy.

The Committee sets and reviews the remuneration packages for the CEO, Executives

(including C-suite executives, General Managers, and equivalent roles), and Executive

Directors. Remuneration for Executives reporting to the CEO are determined based on the

CEO’s recommendations. Employment contract terms for the aforementioned are set and

reviewed by the Committee, as well as the terms of thl’s short- and long-term incentive

plans, including share and option schemes for employees.

The Committee also reviews and approves thl’s Remuneration Policy, reviews directors’

fees, and seeks external advice when required.

Supporting policies and guidelines that facilitate management performance assessment,

development, and encourage their self-development are also responsibilities of

the Committee.

In addition, the Committee handles diversity objectives, the Whistleblower Policy, board

vacancies, succession planning, and CEO appointment processes.

The Committee operates under a written charter titled the Remuneration & Nomination

Committee Charter. The charter is available to view at thlonline.com. The internal

governance policy that sets out the context for thl’s remuneration outcomes is the

Remuneration Policy, which is also available to view at thlonline.com.

Executive Remuneration Policy

thl is committed to seeing that its Executives are fairly and equitably remunerated, and

appropriately rewarded for excellent performance and achievement. In addition, thl seeks

to implement a remuneration structure where the interests of the CEO and Executive

team are aligned with the interests of Shareholders.

The Committee periodically seeks external advice about where thl’s Board fees and senior

executive contracts and remuneration packages sit relative to market. This ensures

leaders are fairly and competitively remunerated, and maintains the Committee’s

awareness of remuneration trends and changing market expectations.

Decisions concerning the remuneration of the CEO require approval from the Board,

usually on the recommendation of the Remuneration and Nomination Committee, unless

specifically delegated to the Committee. Decisions concerning the remuneration of any

other C-level positions, General Managers or similar require approval from the Chair of the

Remuneration and Nomination Committee and are subject to the oversight of the

Committee at least annually.

thl’s approach to remunerating Executives is set out in section 9 of thl’s Remuneration

Policy, which is available to view at thlonline.com. The number of Executives to whom this

policy applies in FY25 is 14.

The CEO and Executive remuneration generally consist of any or all of:


fixed remuneration, being a fixed base salary and allowances;


short-term performance-based cash incentives (STI); and


long-term incentives (LTI).

Fixed Remuneration

Fixed remuneration consists of base salary and benefits. It aims to be reasonable and fair,

taking into account thl’s legal and industrial obligations and labour market conditions.

Fixed Remuneration is relative to the scale of thl’s business and the complexity of the role,

and reflects the core performance requirements and expectations for the role. The fixed

base salary of the CEO and Executive team is reviewed annually.

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Short-Term Incentives (STI)
Annual performance-based cash incentives consider corporate performance and links to

clearly specified performance targets (KPIs), aligned with thl’s strategy and appropriate to

the circumstances, goals, and risk appetite. On an annual basis these are normally linked

to financial and non-financial targets at both a group and individual level. The target value

of an STI payment is set annually, as a percentage of the Executive’s fixed remuneration.

For FY25, the relevant percentages ranged from 12.5% – 30% (FY24: 12.5% – 30%).

FY25 STI

At the start of FY25, thl engaged PwC to conduct an external benchmarking analysis of its

STI scheme, to support the determination of the STIs for the year. The analysis found that

for Executive roles for which comparative ratios could be drawn, STI entitlements at thl

lagged the respective market median.

In recognition of the review’s findings and the need to see that thl can attract, motivate

and retain key personnel, for FY25 thl introduced a stretch opportunity for Executive

participants (excluding the CEO) for the FY25 STI programme.

Executives whose contractual STI entitlement was below 30% of fixed remuneration were

eligible for an STI modifier, allowing them to potentially earn above their usual STI

entitlement if thl performed exceptionally well. Based on thl’s NPAT outcome for FY25,

measured against a pre-determined performance range, eligible Executives could receive

an STI payment of up to 30% of fixed remuneration, regardless of their contractual STI

entitlement (the STI Modifier).

The relevant percentages and targets for the FY25 STI targets were group financial

performance (40%), business performance goals (15 – 40%), and other individualised goals

(20 – 35%). The business performance goals for Executives included goals for enhancing

health, safety and wellbeing (5 – 15%).

FY26 STI

In recognition of the findings from PwC’s review that STI entitlements at thl lagged the

respective market median, thl has made the STI Modifier available in respect of the FY26

STI under the same terms. The relevant percentages and targets for the FY26 STI targets

are the same as in FY25.

Long-term Incentives (LTI)

The thl LTI scheme is designed to align the interests of the Executives with those of the

Shareholders. Executives are rewarded for long-term increases in Shareholder value.

Executives are invited to participate in the long-term incentive plan by the Board on an

annual basis.

Participating Executives based in New Zealand and Australia

These Executives are awarded options at the discretion of the Board on an annual basis.

The awarding of options is based on a percentage of fixed remuneration, based on a

valuation of the options carried out each year by KPMG.

Each option may be converted into one ordinary share in thl on its exercise. The options

vest from the second anniversary of the award, with one third vesting after the second

year, one third after the third year, and the final third after the fourth year. Vesting is also

subject to the individual remaining employed by thl. The exercise price for each option is

calculated by reference to the volume weighted average price of thl Shares during the

20-trading day period prior to the awarding of the option, plus an uplift to reflect thl’s

average cost of capital for the first two years from the award, less dividends paid during

that two-year period.

Participating Executives in North America and United Kingdom

These Executives are awarded a future bonus payment opportunity at the discretion of

the Board on an annual basis, based on a percentage of fixed remuneration. The bonus is

payable if the thl share price meets a prescribed target after a two-year period. The target

is calculated by reference to the volume weighted average price of thl shares during the

20-trading day period prior to the awarding of the bonus, plus an uplift to reflect thl’s

average cost of capital for the first two years from the award date, less dividends paid

during that two-year period. If the target is achieved at the end of the two-year period,

50% of the bonus is payable immediately while the remaining 50% is payable in 12 months

and subject to continued employment with thl.

Other Equity-Based Remuneration

thl may use equity-based remuneration (including options or performance shares/share

rights) from time to time. It is designed to support a long-term approach so that it does

not lead to ‘short-termism’ on the part of the Executive or the taking of undue risks. From

time to time, performance shares/share rights may be used in conjunction with or in lieu

of other equity-based remuneration.

External and Independent Advice

During FY25, the Board engaged PwC to undertake a review of thl’s long-term incentive

scheme and general market practice for NZX50 companies in relation to long-term

incentives. This work has been put on hold until such time as the process with BGH Capital

and the Trouchet family interests is concluded.

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Chief Executive Officer remuneration arrangements and outcomes
CEO FY25 remuneration outcomes

We have adopted the NZX reporting guidelines issued in December 2023.

Under these guidelines, the table below refers to the cash-based STI earned in the

reporting year, i.e. the FY25 STI reported in the table will be paid in FY26, and the

FY24 STI reported in the table was paid in FY25.

The equity-based STI and the LTI values in the table reflect the market value of thl shares,

less the exercise price of the relevant securities vested within the reporting period, at the

time of vesting.

Total CEO remuneration

The total remuneration of the CEO was as follows:

YearFixed RemunerationCash-Based Short-Term IncentiveEquity-Based Short-Term Incentive (STI)Equity-Based Long-Term incentive (LTI)Total

1

Base

Salary

2

Other

Benefits

3

Earned

4

Amount

Earned

5

Total

Cash-Based

Remuneration

EarnedSecurity

Number

Vested

Security

Value

6

Total

Vested STI

Value

6

Tranche

Vesting

Number

of

Options

Vested

Option

Value

7

Total

Vested LTI

value

7

FY25$1,032,150$28,000$131,27333%$1,191,423Share Rights00$0 T1 2023131,000$0$0$1,191,423

Share Options00$0 T2 2022143,333$0$0

T3 2021200,000$0$0

FY24$997,246$28,000$00%$1,025,246Share Rights26,588$3.57$94,919T1 2022143,333$0$0 $1,649,880

Share Options101,346$1.20$121,615T2 2021200,000$0.35$70,000

T3 2020210,000$1.61 $338,100

1 Includes fixed remuneration paid, cash-based STI earned, equity-based STI vested, and equity based LTI vested.

2 Includes a 3% KiwiSaver (Super) contribution.

3 Reflects car allowance.

4 Earned in relation to the bonus and performance for the financial year, but which may have been paid in the following financial year. E.g. an FY25 STI would be paid in FY26.

5 As a % of the maximum STI payment available.

6 At Vesting Date. For Share Rights, this reflects the closing market price of thl shares on the date the Share Rights converted to shares. For Share Options, this reflects the difference between the exercise price and the closing price for thl shares on

the Vesting Date. Where multiple tranches of Share Rights or Share Options Vested during the period, a blended value is shown.

7 At Vesting Date. Reflects the difference between the exercise price and the closing price for thl shares on the Vesting Date.

The thl Board considers that the CEO’s remuneration arrangements and significant

personal shareholding in thl appropriately align the interests of the CEO with the long-

term interests of thl and its shareholders.

The CEO’s employment arrangements include a six-month notice period. In the event of

termination, the CEO is entitled to a termination payment equal to six months of fixed

remuneration, in addition to the notice period.

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Fixed remuneration
In FY25 the CEO, Grant Webster, was paid fixed remuneration of $1,060,150 (FY24:

$1,025,246) consisting of a base salary, a 3% KiwiSaver entitlement and car allowance.

The standard annual review of the CEO’s base salary for FY25 (undertaken in July 2024)

resulted in a 3.5% increase in base salary to $1,002,087, effective from 1 July 2024.

KiwiSaver/Superannuation

The CEO is a participant in KiwiSaver and is eligible to receive an employer contribution of

3% of gross taxable earnings. In FY25 this contribution was $30,063 (FY24: $29,046).

Short-term incentive – cash

The annual STI entitlement of the CEO for FY25 is a payment at 40% of fixed remuneration

if all performance targets are achieved (FY24: 30%).

In addition to the normal annual STI entitlement, a special merger CEO STI (Merger STI)

was set in relation to performance in FY24 against KPIs relating to the implementation of

the merger with Apollo. Achievement of the KPIs at target would result in a payment at

50% of fixed remuneration in FY24. The Merger STI was discontinued in FY25.

The increase to the annual STI entitlement for FY25 was made in the broader context of

the discontinuation of the Merger STI.

The total STI earned by the CEO, being the combination of the annual STI entitlement and

the Merger STI, are set out in the table below.

Financial Year

Maximum

STI Available

1

STI Earned

STI Earned

as % of

Maximum

FY25$400,834$131,27333%

FY24$774,560$00%

1 Includes the CEO’s contracted annual STI entitlement and the Merger STI.

Annual STI entitlement

Financial Year

Maximum

Annual

STI AvailableSTI Earned

STI Earned

as % of

Maximum

FY25$400,834$131,27333%

FY24$290,460$00%

The CEO’s STI includes a retention component where 20% of any earned STI is held back

by thl and paid 12 months after it is earned.

In FY24, the Board, on the recommendation of the CEO, exercised its discretion to cancel

all STI payments.

The CEO’s KPI’s for the FY25 STI, including remuneration outcomes, are set out below.

KPI ComponentWeighting

Percentage

AchievedRemunerated

Group NPAT target 50%0%$0

Continuous improvement to thl’s approach to

health, safety & wellbeing15%65%$39,081

Achievement of fleet build cost synergies10%100%$40,083

Delivery of several digital transformation

projects on thl’s path towards single platform

consolidation

15%20%$12,025

People & culture10%100%$40,083

Total100%33%$131,273

Merger STI

Financial Year

Maximum

Merger STI

AvailableSTI Earned

STI Earned

as % of

Maximum

FY25N/AN/AN/A

FY24$484,100$00%

The Merger STI discontinued in FY25. For the FY24 Merger STI, the Board, on the

recommendation of the CEO, exercised its discretion to cancel all STI payments.

The KPIs for the Merger STI related to:


the achievement of merger synergies;


achievement of thl’s Return on Funds Employment target;


fleet optimisation and capital management;


people & culture; and


other merger-related factors.

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Long-term incentive – equity
Awarding of options

The annual LTI entitlement of the CEO is for the award of options to the value of 50%

(FY24: 35%) of fixed remuneration. The increase to the annual LTI entitlement for FY25 was

made in the broader context of the discontinuation of the Merger STI (which previously

provided an opportunity for an additional STI of up to 50% of fixed remuneration).

New options awarded during the reporting period are set out below.

Reporting Period

Number

Awarded

Fair Value on

Awarding

Total Fair

Value on

Awarding

Value on

Vesting

FY251,010,000$0.431 per option$435,310$0

FY24452,000$0.672 per option$303,744$408,100

The awarded options are subject to retention criteria. Importantly, even if the retention

criteria are met and the options vest, they will hold no value at vesting unless the thl share

price at that time exceeds the thl share price at the time of awarding, plus a cost of capital

uplift, less dividends paid on ordinary shares, applied over a two-year period. As the

remuneration is not yet earned and remains at risk, it has not been included in the CEO

remuneration summary table.

The fair value of options for accounting purposes is completed in reliance upon a

valuation undertaken by KPMG using the Binominal Option Pricing Model. The fair value

is expensed on the income statement over the life of the option, with a corresponding

credit to the employee share scheme reserve.

The actual remuneration cost borne by thl for the LTI in the reporting period relates to the

fair value of the options awarded in the reporting period.

Vesting of options

The table below includes the number of options that vested during the reporting period.

The values expressed reflect the difference between the thl share price on the applicable

vesting date and the exercise price of the vested option.

Reporting Period

Number

Vested

Value on

Vesting

FY25474,333

1

$0

FY24553,333

2

$408,100

1 Various tranches awarded in FY21, FY22 and FY23.

2 Various tranches awarded in FY20, FY21 and FY22.

Short-term incentive – equity

During the COVID-19 period (FY21 and FY22), the normal cash-based STI was replaced with

an equity-based retention scheme. No cash payments were made to the CEO under the

STI scheme in those financial years. Instead, the CEO was awarded certain share options

and share rights that were subject to retention criteria. The last remaining share options

vested in FY24. There are no remaining share rights.

Share rights

Reporting Period

Number

Vested

Value on

Vesting

FY25N/AN/A

FY2426,588$94,919

Vested share rights were automatically converted into an equivalent number of ordinary

shares issued upon vesting.

Share options

Reporting Period

Number

Vested

Value on

Vesting

FY25N/AN/A

FY24101,346$121,615

The values expressed above reflect the difference between the thl share price on the

applicable vesting date and the exercise price of the vested share option.

Refer to the table below for further detail on all the CEO’s remaining vested share options,

including their value when compared to the thl share price on 30 June 2025:

TrancheAward DateVesting Date

Number

UnexercisedExercise Price

Value of

Unexercised

Share

Options

1

T1 FY21July 2020July 2021114,527$2.00 $28,631.75

T2 FY21July 2020July 2022114,527$2.00$28,631.75

T1 FY22July 2021July 2022101,345$2.55$0

T2 FY22July 2021July 2023101,346$2.55$0

Total 431,745 $0

1 Reflects the difference between the thl share price on 30 June 2025 and the share option exercise price, multiplied by

the number of unexercised options in the tranche.

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Refer to the table below for further detail on the CEO’s remaining vested and unvested
options, including their value relative to the thl share price on 30 June 2025.

Unvested

TrancheAward DateVesting Date

Number

AwardedExercise Price

T1 2025Mar-25Mar-29336,666Not confirmed

T2 2025Mar-25Mar-28336,666Not confirmed

T3 2025Mar-25Mar-27336,667Not confirmed

T1 2024Mar-24Mar-26150,666Not confirmed

T2 2024Mar-24Mar-27150,666Not confirmed

T3 2024Mar-24Mar-28150,667Not confirmed

T2 2023May-23May-26131,000$4.68

T3 2023May-23May-27131,000$4.68

T3 2022Apr-22Apr-26143,334$3.32

Vested

TrancheAward DateVesting Date

Number

Awarded

Number

Remaining

Exercise

Price

Current

Value of

Unexercised

Options

1

T1 2023May-23May-25131,000131,000$4.68$0

T1 2022Apr-22Apr-24143,333143,333$3.32$0

T2 2022Apr-22Apr-25143,333143,333$3.32$0

T1 2021Apr-21Apr-23200,000200,000$2.79$0

T2 2021Apr-21Apr-24200,000200,000$2.79$0

T3 2021Apr-21Apr-25200,000200,000$2.79$0

T1 2020Apr-20Apr-22210,000 – $1.57$0

T2 2020Apr-20Apr-23210,00055,000$1.57$37,400

T3 2020Apr-20Apr-24210,000210,000$1.57$142,800

T1 2019Apr-19Apr-21141,666141,666$5.68$0

T2 2019Apr-19Apr-22141,666141,666$5.68$0

T3 2019Apr-19Apr-23141,667141,667$5.68$0

1 Reflects the difference between the thl share price on 30 June 2025 and the option exercise price, multiplied by the

number of remaining options in the tranche.

Note: Orange rows indicate tranches that vested in FY25. Grey rows indicate tranches that expired in FY25, not having

been exercised within six years of the award date.

CEO FY26 Remuneration

The CEO has elected not to take a base salary increase for FY26, which otherwise would

have resulted in an increase from 1 July 2025.

The CEO’s STI for FY26 will be measured against the followings KPIs:

KPI ComponentWeighting

Group NPAT target 50%

Continuous improvement to thl’s approach to health, safety & wellbeing15%

Achievement of group cost synergy targets10%

Successful execution of certain strategic initiatives25%

Total100%

Executive Director remuneration

Executive Directors receive performance-based remuneration packages in their roles as

Executives in the Company. Executive Directors do not receive Director remuneration

benefits in addition to the Executive Remuneration they receive as Employees of the

Company. The remuneration of the CEO as an Executive Director is addressed in the

previous section.

Luke Trouchet is currently in the role of Executive Director – M&A and Global Transitions.

Luke oversees the global exploration of thl’s M&A opportunities and has oversight over

several special projects.

During the year, Luke’s employment changed from 1.0 x FTE to 0.5 x FTE effective from

1 April 2025. Accordingly, the information below reflects a corresponding reduction in

FY25 remuneration.

Total Executive Director Remuneration

The table below refers to the cash-based STI earned and LTI vested in the reporting year.

Further information is set out below on STI and LTI awarded in the year. Luke Trouchet is

resident in Australia and paid in AUD. Figures for FY25 have been converted from AUD to

NZD at 0.9122, and FY24 has been converted at 0.9239.

REMUNERATiON cONTiNUEd

PERFORMANCEABOUT US113thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

The total remuneration of Luke Trouchet was as follows:
Year

Fixed

RemunerationCash-Based Short-Term Incentive

Long-Term

incentive (LTI)Total

1

Base

Salary

2

Other

BenefitsEarned

3

Amount

Earned

4

Total

Cash-Based

Remuneration

Earned

Vested/

Earned

Total

Amount

Earned

FY25$704,754$0 $44,01033%$748,7640%$0$748,764

FY24$762,182$0$00%$762,1820%$0$762,182

1 Includes fixed remuneration paid, cash-based STI earned, equity-based STI vested, and equity based LTI vested.

2 Includes Superannuation contribution.

3 Earned in relation to the bonus and performance for the financial year, but which may have been paid in the following

financial year. E.g. the FY23 STI was paid in the FY24 period.

4 As a % of the maximum STI payment available.

5 Includes remuneration received prior to merger of thl and Apollo.

On 16 June 2025 thl received a non-binding indicative proposal from a consortium of

BGH Capital and the family interests of Luke and Karl Trouchet to acquire all of the shares

in thl for $2.30 per share. Given Luke Trouchet’s involvement in the consortium, Luke took

a leave of absence from his Executive duties with thl, during which time Luke continues

to be remunerated.

Luke Trouchet has continued his involvement as a Director but has not participated in

thl Board or subcommittee meetings and processes assessing the merits of, and matters

associated with or relevant to, the non-binding indicative offer, nor in respect of other

strategic initiatives being considered by thl.

Fixed remuneration

In FY25, Luke Trouchet, received fixed remuneration including superannuation and

allowances of $704,754 (FY24: $762,182). This fixed remuneration reflects a reduction

to 0.5 FTE from 1 April 2025.

The standard annual review of Luke Trouchet’s base salary for FY25 (undertaken in

July 2024) resulted in a 3.5% increase in base salary to $766,886 (on a 1.0x FTE basis),

effective from 1 July 2024.

Superannuation

Luke Trouchet is an Australian employee and entitled to receive an employer

superannuation contribution as per the Australian Government Superannuation

Guarantee legislation. In FY25 this contribution was $32,815 (FY24: $29,566).

Short-term incentive

The annual STI entitlement of Luke Trouchet is a cash payment of up to 20% of fixed

remuneration if all performance targets are achieved.

The total STI earned by Luke Trouchet is set out in the table below. No payments

were made for performance in FY24 as the Board exercised its discretion to cancel

all STI payments.

Financial Year

Maximum STI

AvailableSTI Earned

STI Earned

as % of

Maximum

FY25$134,380$44,01033%

FY24$146,505$00%

Long-term incentive

The annual LTI entitlement of Luke Trouchet is for an award of options to the value of 35%

of fixed remuneration. As Luke Trouchet joined thl as part of the merger with Apollo on

30 December 2022, there were no LTIs from previous years vesting in FY24 or FY25.

Between FY23 and FY24, the LTI entitlement for all Australia-based Executives (including

Luke Trouchet) changed from a cash bonus opportunity, to thl’s long-term incentive

options scheme. Further detail on the operation of each of these schemes is set out

on page 109.

Accordingly, in FY23 Luke Trouchet’s LTI consisted of a cash bonus opportunity of up

to $248,915 (being 35% of fixed remuneration). The LTI is payable if the thl share price

achieved a prescribed target after a two-year period, as detailed on page 109. This

target was not achieved, and no amount was earned or paid in FY25 in relation to

this STI opportunity.

Awarding of options

New options awarded during the reporting period are set out below.

Reporting Period

Number

Awarded

Fair Value on

Awarding

Total Fair

Value on

Awarding

FY25464,000$0.431 per option$199,984

FY24283,000$0.672 per option$190,176

The awarded options are subject to retention criteria. Importantly, even if the retention

criteria are met and the options vest, they will hold no value at vesting unless the thl share

price at that time exceeds the thl share price at the time of awarding, plus a cost of capital

uplift, less dividends paid on ordinary shares, applied over a two-year period. As the

remuneration is not yet earned and remains at risk, it has not been included in the

Executive Director remuneration summary table.

REMUNERATiON cONTiNUEd

PERFORMANCEABOUT US114thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

The fair value of options for accounting purposes is completed in reliance upon a valuation
undertaken by KPMG using the Binominal Option Pricing Model. The fair value is

expensed on the income statement over the life of the option, with a corresponding

credit to the employee share scheme reserve.

The actual remuneration cost borne by thl for the LTI in the reporting period relates to the

fair value of the options awarded in the reporting period.

ESG Disclosures

thl is in progress of setting guidelines, systems and processes for greater/deeper ESG

disclosure including the implementation of a single-platform HR system which allows

such data to be extrapolated. thl is nearing the full global implementation of a single HR

and payroll system, with the system now in place in most regions. The intention for FY26

will be to be in a position where global data is available and assess that data in preparation

for disclosures on diversity, including information on gender remuneration and CEO/

worker pay ratio.

Staff remuneration bands

The following table notes the number of employees or former employees of thl, not being

directors of thl, who, in the year ending 30 June 2025, received remuneration and any

other benefits in their capacity as employees, the value of which was or exceeded

$100,000 per annum, in brackets of $10,000. This table does not contain the remuneration

for Grant Webster and Luke Trouchet, as they also hold positions as Directors of thl.

1


220 – 2295

230 – 2396

240 – 2498

250 – 2594

260 – 2694

270 – 2791

280 – 2891

290 – 2991

300 – 3093

310 – 3191

320 – 3292

330 – 3391

350 – 3591

360 – 3692

390 – 3991

400 – 4092

470 – 4791

480 – 4891

490 – 4991

500 – 5091

520 – 5292

650 – 6591

720 – 7291

Total391

Remuneration in $000’sNumber of Employees

100 – 10985

110 – 11962

120 – 12949

130 – 13936

140 – 14936

150 – 15920

160 – 16912

170 – 1799

180 – 1899

190 – 19911

200 – 2096

210 – 2195

1 Grant Webster and Luke Trouchet’s remuneration was erroneously included in the table in the FY24 Remuneration

Report, despite the report stating otherwise.

REMUNERATiON cONTiNUEd

PERFORMANCEABOUT US115thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

Non-Executive Director remuneration
Approach to Director fees

When determining the fees for Non-Executive Directors, the Board considers the thl

Remuneration Policy which states in relation to Director remuneration:


Directors should not receive performance-based remuneration, nor should they be

provided with retirement benefits;


Remuneration packages will be appropriate to the market and will reflect the time

commitment and responsibilities of the role; and


As permitted by the fixed share plan approved by Shareholders, Directors can receive

fully-paid ordinary securities in lieu of Director fees (in whole or part) approved and

issued in compliance with the NZX Listing Rules.

thl also has in place a fixed share plan under which Directors may elect to receive ordinary

shares in thl in lieu of their Director fees (either in whole or in part). This share plan was

previously approved by thl shareholders.

Executive Directors do not receive Director remuneration in addition to the executive

remuneration they receive as employees of the Company.

The last increase to the Directors’ fee pool was in 2023, where shareholders approved an

increase from NZ$750,000 to NZ$850,000 (plus GST, if any). This reflected a total increase

of just under 14%.

The purpose of the increase was to provide headroom to allow payments for Directors’

assuming additional responsibilities above and beyond their normal duties (the previous

headroom was NZ$15,000, the resolution increased this to $115,000). It was also to allow for

annual inflationary adjustments to the fee schedule as required.

Adjustments to Director fees

The last increase in Director fees was on 1 January 2024 and comprised an inflationary

increase of 4.5% to Chair and base Director. Board Subcommittee Chair fees were also

reviewed with an increase of $5,000 per annum made to the fees for the Chairs of the

Audit and Risk Committee, Remuneration & Nomination Committee and the Health,

Safety and Sustainability Committee.

The Board decided not to implement a fee increase at the start of FY25. The Board has

also decided not to implement a fee increase at the start of FY26, after taking into

consideration the circumstances affecting thl during the financial year.

As at 30 June 2025, the schedule of Directors fee per annum are as follows:

Governance BodyPositionFee

BoardChair$209,000

Director$104,500

Audit and Risk CommitteeChair$20,000

Member$0

Remuneration and Nomination CommitteeChair$15,000

Member$0

Health, Safety and Sustainability CommitteeChair$15,000

Member$0

No additional fees are paid to standing Committee members, only Committee Chairs.

Actual fees paid in FY25

A breakdown of the Board and Committee fees paid in the period is set out in the

table below:

DirectorBoardAudit & Risk CommitteeRemuneration & Nomination CommitteeHealth, Safety and Sustainability CommitteeOther CommitteesTotal

Cathy Quinn209,000–––– 209,000

Rob Baker104,500–– 13,750– 118,250

Debbie Birch

1

26,125––1,250– 27,375

Rob Hamilton104,50020,000––– 124,500

Sophie Mitchell104,500– 15,000–– 119,500

Grainne Troute104,500–––– 104,500

Total653,12520,00015,00015,000–703,125

1 Resigned 30 September 2024.

REMUNERATiON cONTiNUEd

PERFORMANCEABOUT US116thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

All fees were paid in cash. As at 30 June 2025, no thl Directors are opted in to the fixed
share plan under which they may receive ordinary shares in thl in lieu of their Director fees

(either in whole or in part).

Directors’ fees exclude GST, where applicable. Directors are entitled to be reimbursed for

costs directly associated with carrying out their duties, including travel costs.

Takeover Committee

In June 2025 the thl Board established a Board subcommittee comprising of Cathy Quinn

(Chair), Rob Hamilton and Sophie Mitchell to consider and assess the merits of the non-

binding indicative proposal from a consortium of BGH Capital and the family interests of

Luke and Karl Trouchet to acquire all of the shares in thl for $2.30 per share.

As part of the Takeover Committee, Cathy Quinn receives $10,000 per month, and each of

Rob Hamilton and Sophie Mitchell receive $5,000 per month. These fees are not included

in the table above as the payments only commenced at the start of FY26.

REMUNERATiON cONTiNUEd

PERFORMANCEABOUT US117thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

Cathy Quinn (Auckland)
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.

Rob Hamilton (Auckland)

Independent Director appointed in

February 2019. Rob Chairs the Audit and

Risk Committee (appointed November

2019) and serves on the Remuneration

and Nomination Committee and Market

Disclosure Committee. Rob is a respected

member of the finance community, with

more than 30 years’ experience in senior

roles. Rob is currently a Director of Westpac

New Zealand Limited, Oceania Healthcare

Limited, Cyprus Enterprises Limited and

Mercury NZ Limited. He was previously

Chief Financial Officer at SkyCity

Entertainment Group Limited and a

Managing Director and Head of Investment

Banking at Jarden (formerly First NZ

Capital). Rob has previously been a

Board member on the New Zealand

Olympic Committee and Auckland

Grammar School.

BOARD OF DIRECTORS

Robert Baker (Brisbane)

Independent Director appointed in

November 2022. Rob Chairs the Health,

Safety and Sustainability Committee and

serves on the Audit and Risk 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 Gathid

Limited (ASX: GTH). 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.

Sophie Mitchell (Brisbane)

Independent Director appointed in

November 2022. Sophie Chairs the

Remuneration and Nomination Committee

(appointed October 2023) and serves on

the Audit and Risk 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.

PERFORMANCEABOUT US118thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

Luke Trouchet (Brisbane)
Non-Independent Executive Director.

Luke moved into the Executive Director

role as part of the merger between thl

and Apollo Tourism & Leisure in December

2022. In 2001, Luke was appointed as CEO

and Managing Director of Apollo Tourism

& Leisure Ltd, 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 into

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.

Gráinne Troute (Auckland)

Independent Director appointed in

February 2015. Gráinne serves on the

Remuneration and Nomination Committee

and 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. 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.

Grant Webster (Auckland)

Non-Independent Managing Director.

Grant was appointed Managing Director

in December 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 was awarded the CEO of the

Year award at the New Zealand Deloitte

Top 200 awards in 2023.

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.

PERFORMANCEABOUT US119thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

CORPORATE INFORMATION
Directors

Cathy Quinn – Chair

Robert Baker

Rob Hamilton

Sophie Mitchell

Luke Trouchet

Gráinne Troute

Grant Webster

Executive Team

Grant Webster – Chief Executive Officer and Managing Director

Luke Trouchet – Executive Director

Ollie Farnsworth – Chief Financial Officer

Stacey Davis – Chief Operating Officer (Australia)

Chris Devoy – Chief Executive Officer – Action Manufacturing

Kate Meldrum – Chief Operating Officer (North America)

Kristen Evans – Chief Operating Officer (Canada)

Kathryn Munro – Chief Commercial Officer

Matthew Harvey – Chief Operating Officer (New Zealand)

Jo Hilson – Chief Technology Officer

Nick Roach – Chief Operating Officer (United Kingdom)

Steven Hall – Deputy Chief Financial Officer

Registered office

470 Oruarangi Road

Mangere

Auckland 2022

New Zealand

Securities exchange

Tourism Holdings Limited shares are primary listed on the

New Zealand Stock Exchange (NZX), with a foreign-exempt

listing on the Australian Stock Exchange (ASX).

Share registrar

MUFG Pension & Market Services (formerly Link Market Services)

PO Box 91976

Auckland

Tel: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Primary Solicitors

MinterEllisonRuddWatts

Primary Bankers

ANZ Bank New Zealand Limited

Australia and New Zealand Banking Group Limited

Westpac New Zealand Limited

Westpac Banking Corporation

Royal Bank of Canada

Auditors

EY

PERFORMANCEABOUT US120thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESFINANCIALSGOVERNANCE

AS AT 30 JUNE 2025
GLOBAL FOOTPRINT

SOUTHERN

AFRICA

Franchise

JAPAN

Franchise

CANADA

Calgary

Edmonton

Halifax

Montreal

Toronto

Vancouver

Whitehorse

UK & IRELAND

Belfast

Dublin

Edinburgh

London

USA

Denver

Dallas Fort Worth

Agoura Hills

Las Vegas

Santa Fe Springs

Orlando

San Bernardino

Seattle

San Leandro

Dublin

Van Nuys

NEW ZEALAND

Auckland

Hamilton

Waitomo

Palmerston North

Christchurch

Queenstown

AUSTRALIA

Adelaide

Alice Springs

Broome

Brisbane

Cairns

Darwin

Hobart

Melbourne

Perth

Sydney

PERFORMANCEABOUT US121thl INTEGRATED ANNUAL REPORT 2025

STRATEGYDISCLOSURESGOVERNANCEFINANCIALS

THLONLINE.COM
JOURNEY ON

---

Results announcement
Tourism Holdings Limited





Results for announcement to the market

Name of issuer Tourism Holdings Limited

Reporting Period 12 months to 30 June 2025

Previous Reporting Period 12 months to 30 June 2024

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$937,232 +2%

Total Revenue $937,232 +2%

Net profit/(loss) from

continuing operations

($25,774) -165%

Total net profit/(loss) ($25,774) -165%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.04000000

Imputed amount per Quoted

Equity Security

$0.01555556

Record Date 19 September 2025

Dividend Payment Date 3 October 2025

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.96

$1.97

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to attached audited financial statements and investor

presentation.

Authority for this announcement

Name of person


authorised

to make this announcement

Cathy Quinn

Contact person for this

announcement

Grant Webster

Contact phone number +64 9 336 4255

Contact email address grant.webster@thlonline.com

Date of release through MAP


25 August 2025


Audited financial statements accompany this announcement.

---

Distribution Notice





Section 1: Issuer information

Name of issuer Tourism Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code THL

ISIN (If unknown, check on NZX

website)

NZ HELE 0001S9

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 19 September 2025

Ex-Date (one business day before the

Record Date)

18 September 2025

Payment date (and allotment date for

DRP)

3 October 2025

Total monies associated with the

distribution

$8,843,923

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.05555556

Gross taxable amount $0.05555556

Total cash distribution $0.04000000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $ 0.00705882

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

If fully or partially imputed, please

state imputation rate as % applied

100%

Imputation tax credits per financial

product

$0.01555556

Resident Withholding Tax per

financial product

$0.00277778

Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP

N/A



Date strike price to be announced (if

not available at this time)

N/A

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A

DRP strike price per financial product

N/A

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Grant Webster, CEO

Contact person for this

announcement

Amir Ansari, General Manager - Investor Relations &

Group Planning

Contact phone number +64 21 1638053

Contact email address

a

mir.ansari@thlonline.com

Date of release through MAP


25 August 2025

=== IR PAGE TRANSCRIPT: FY25 Annual Results - Webcast Transcript ===

Tourism Holdings Limited
470 Ōruarangi Road, Māngere,

Auckland 2022

PO Box 4293, Shortland Street,

Auckland 1140, New Zealand

www.thlonline.com



25 August 2025


Tourism Holdings Limited

FY25 Annual Results Investor Call Transcript



[START OF TRANSCRIPT]


Operator: Thank you for standing by, and welcome to the Tourism Holdings Limited

2025 Annual Results. All participants are in a listen-only mode, there will be a

presentation, followed by a question-and-answer session. If you wish to ask a

question, you will need to press the star key followed by the number one on

your telephone keypad.


At this time, I'd like to hand the conference call over to Mr. Grant Webster,

Chief Executive. Please go ahead.


Grant Webster: Brilliant. Thank you, Jamie. Welcome, everybody. I appreciate everybody

taking the time today. With me here in the room, I've got Ollie Farnsworth,

our CFO; Steven Hall, our Deputy CFO; and Amir Ansari, Investor Relations

and GM of a number of other things in the business.


Look, today should be very little new information that we are sharing given

the updates that we've provided over recent weeks. And I'd just note one of

the key questions that we probably get is around BGH Capital. We have had

no news or contact with BGH Capital since the start of August, as you would

expect.


So, let's dive into it. We'll go through the presentation at a reasonable pace

and get into those questions that you're all keen to ask. So just looking at the

executive summary, we continue to expect that we're at an inflection point

in terms of earnings.


We recognise that the results to date are not where we want them to be. We

also recognise that the underlying performance in our industry segment

globally has not been where the industry wants to be. We stay positive in

what was considered a difficult year where we think we've faced bottom of

the market conditions, and we saw an ongoing decline in global vehicle sales.


Our balance sheet is in a very good position. We think we're past debt peak

and pleasingly had that year-end debt number under 500 million. The

dividend position, we'll talk about a little bit more, but we see that as a

positive reflection of confidence that we have in the future as well as the

understanding of the lower capex profile that we see in the coming years.




Our strategic initiatives are well underway. I'll talk about them very briefly

later, and we continue to develop the business more broadly.


So just looking at our results summary, again, obvious numbers, but of note

from our perspective, still close to 200 million of EBITDA, only marginally

down on the prior year. Sale of services or rentals in essence, now at just

over 50% of the business. It's obviously been under that in recent years for

all the reasons that we know, and it's now likely to grow from here as well.


This is a key point because it reinforces the growth trajectory for thl and that

it is rental-centric in its growth, and we're very positive about that outlook.

Fleet at over 8,500 at year-end provides us an opportunity to still maximise

that growth moving forward.


If you look at the global snapshot, there is room to move from a RevPARV

perspective, and we are expecting higher growth in RevPARV in FY26. Whilst

ex-fleet sales remain key to the business, our expectations remain low for

the rest of this calendar year, and we are seeing some signs in the market,

but we're not banking on any immediate recovery in vehicle sales.


Margins that have adjusted are reflective of those adjustments we expected

in the business. We're happy with where they're sitting in general, and we

expect them to remain around these levels, although retail margins do need

to improve over time, and we have seen a good clearance of the older stock,

in particular, in the Australian business, which has been particularly positive.


Moving forward to the return on funds employed page. It's always been a

key metric for thl, one that both management and the Board remain closely

focused on. FY25 was impacted by slower-than-expected vehicle sales and

excess inventory that we held for most of the year.


As you can see, New Zealand remains in a positive position as does

manufacturing and tourism, where our Australian business, which does

include all segments; manufacturing, retail sales and rentals

underperforming at 5% and our Northern Hemisphere businesses with

essentially a loss in the way the EBIT is calculated on this page being

substantially below expectations. The strategic initiatives are all about

addressing those underperforming areas and addressing them at pace. So,

Retail Australia, North America and U.K. and Ireland.


From a dividend perspective, there may be some commentary around the

dividend. And from a company perspective, maintaining a dividend, I don't

think was ever really in question. The question is, where do you sit within the

payout ratio? A reminder that our policy sits at 40% to 60%.




If you look at that compared to pre-COVID, pre-COVID thl was 75% to 90%.

The difference between hitting 40% and 50% this year is around $0.01 per

share. The banks have been happy with our approach.


And the key for us is this should send a very clear message about our

confidence in the balance sheet that we have, our confidence in debt

reduction and that we have passed the largest elements of the growth in

fleet capex that has been required and that we have passed the point of the

large one-off non-fleet capex, in particular, the Waitomokia investment.


The DRP, there's really obvious reasons around the BGH situation, which

make it very, very challenging to have a DRP at this point in time. So, we've

passed on that at this point.


I'll move over to Ollie to talk us through the balance sheet and capital

management.


Ollie Farnsworth: Great. Thank you, Grant. Net debt closed at 492 million, which has had

favourable momentum over the past few months. We expect this to be peak

debt and for our leverage to come down accordingly.


Some of the key drivers for this were a moderation of fleet capex and

improved inventory management, somewhat offset by a higher-than-normal

non-fleet capex, which is not expected to reoccur at these levels. Of note,

the first tranche of our syndicated bank facility comes up for renewal next

August and refinancing is underway and going well with our banking

partners.


I'll move us along to the operating cash flow slide. There are three key areas

of influence on this, both in FY25 and key themes moving forward. So firstly,

we have a lower fleet capex requirement. We feel like we can lift RevPARV

without significant investment.


Secondly, inventory built up more than we would have liked with slower-

than-expected vehicle sales. This is close to writing itself, and you would

have seen that correction occur in FY25. And then we have an expectation of

improved earnings over the coming years. So, this all results in a better

operating cash flow position for the business moving forward.


This slide is just a reminder that we think about real depreciation rate as a

key metric for longer-term performance of the business. It considers both

the impact of purchase price and the impact of vehicle sales value. We've got

a really high focus on our build and buy cost in all regions, which are a

significant part of the strategic initiatives that Grant will talk through shortly.




These initiatives create a cash saving that's realised through lower

depreciation rates over the life of the vehicles. Of note within the table is the

North American segment is where we have higher cost of vehicles from the

COVID period, and that's required a higher depreciation rate to be applied.

With regional synergy plans and those vehicles phasing out, we expect it to

return back towards historical levels.


I'll pass back to Grant for some commentary on the divisions.


Grant Webster: Thanks, Ollie. Brilliant. So, let's quickly go through the New Zealand Rentals

and Sales. So, look, the rentals growth continues. We've got currently a very

strong positive outlook, which we've covered off in the last few releases. But

we also still have plenty of room to move.


We're still at the end of FY25 around 30% down on pre-COVID levels, and we

expect our operating leverage to be better in FY26 period as well. In this

market, sales are still not where we want them to be, but we are certainly

happy with our overall view of market share from a vehicle sales perspective,

and we're confident that we've got the product range that's required in this

environment.


In Australia, a similar situation from a rentals perspective, getting better and

actually a more positive outlook than New Zealand at the moment, but also

around that 30% sort of down on pre-COVID levels, so some room to move.

A reminder that this segment includes rentals, sales and the Australian

Manufacturing business as well.


So, the RevPARV opportunity also exists in Australia, and we see that

utilisation gain already, and we've got good plans for that to continue to

improve throughout the year ahead. Some good site changes over the last 12

months and moving into this year as well with a new site in Perth, a new site

in Sydney, not too far from opening and some smaller changes in other areas

as well.


So, Australia does have the ability in this business to be our leading rentals

and sales business, and we hope that the current momentum continues and

expect that we can deliver on that.


Moving through to North America, we know well and truly that this is a

market that's had a challenging operating environment in the last 12 months.

The tariff impacts plagued the year and the rental revenue, whilst positive in

Canada was down as indicated previously in our commentary in the U.S.A.,

which should be a timing issue.




As we see right at the moment, we have seen some improvement in some

weeks, other weeks, we've seen some issues. People at the moment are still

talking about price, talking about the Trump factor more clearly, and they're

also starting to talk a little about immigration. We don't see any direct

correlation to the immigration impacts to our core markets.


However, it is interesting to note that it's gaining more media attention.

U.S.A. also is still well down on pre-COVID. Canada is in a better position,

nearly flat with pre-COVID sort of levels.


The U.K. and Ireland, we've talked about, and it was all really the FY25 story

was one about the start of the year, where we still had significant issues

from a supply perspective, and we underperformed from a rental sales

market. Operating costs have been reduced over time with some significant

changes.


For us, the size of this business and the road to a recovery is the one that is

of the largest concern. That's why it has its own strategic initiative, and we

have that business under review.


From an Action Manufacturing perspective, yes, it's been a tough market in

that third-party revenue and the profitability that goes with that as well. We

have started to see some signs of recovery in that part of the market. But

again, like you're seeing in a lot of New Zealand commentary, it's certainly

nothing that you can bank at this point in time.


The business itself from an operating perspective is still performing really

well, and we still see some margin opportunities within the business.

Tourism businesses, again, positive momentum, good operating leverage and

pushing us in the right direction that we want to be heading.


From an industry trend perspective, if we move to that within the outlook

slides, we continue to remain very positive about the broader tourism space

on a global basis, noting that the U.S.A. sits slightly to one side in that

conversation. We do see, again, some green shoots from a vehicle sales

perspective, but we remain subdued about the expectations in the coming

12 months.


Anything that really starts to turn in that market, we'll see as upside from our

broad expectations. When we look at FY26 on the next Slide, no, we have

not provided any guidance at this point in time for FY26. We think it's just

too early to do so. Broadly speaking, as you know, in our growth road map,

we have expectations that we will achieve the 100 million goal within three

to four years.




This year, in FY26, we'll see a step-up in the cost-out plan. It will see the

capital discipline come to fruition with lower debt and us really looking to

leverage that rentals growth that exists whilst we remain cautious on sales.

From a strategic initiatives perspective, there's nothing significantly new to

note at this point in time.


But a reminder that the U.K. and Ireland is under a strategic review, and we

are concerned about the amount of capital that we have tied up in that

business, delivering no return on funds employed. Australasian

manufacturing needs to be able to find the right way for us to leverage the

lower cost operating model that we have in New Zealand.


Now some of that is location, some of that is process, some of that is

materials and some of that is equipment. So, across all of that, we're in the

process of determining the right way for us to be able to deliver those

savings through into the Australian business.


The Australian retail sales has had a significant reduction in inventory. We've

adjusted some of our brands and rationalise what we have from a product

perspective. That's making that business a lot leaner. There is further steps

to go to make sure that we substantially reduce that inventory in that

business.


And of course, North America, we remain heavily focused on delivering a

15% return on funds employed for that business. And now that we're in a

tariff-free situation, we believe there's real potential for us to move forward

at pace with the synergy goals and targets.


In terms of the net profit after tax goal that was announced as part of the

growth roadmap, no change in our expectations here, no change in the core

assumptions. What we have had in terms of feedback is really strong

alignment between those assumptions. It's been well received. The

information that we've provided is well received, and we look forward to

delivering to these targets.


So, in summary, I guess, when we look at our industry, we see rental

companies in Europe, in particular, that have gone into liquidation. We see

manufacturers that have consolidated and dealerships that have been losing

money or indeed even up to last weekend going into liquidation in Australia.

We haven't excelled at all. However, we have responded. We've reduced

debt.


We've adjusted our fleet lever, and we've grown market share where

appropriate as well and set this business up for a better future, one where




we have revenue up in our core rentals business and costs starting to come

down. We're an operational business that's been through big waves of

impacts, COVID, the merger and the tariff and economic situation, all which

have impacted the business over consecutive years.


But now we sit at our new global support services site in Waitomokia, where

we've delivered an outstanding new environment for sales, for service and

for customer delivery alongside significant productivity improvements.

We've delivered the single digital platform on a global basis with seven

system changes across the organisation.


We have new fleet designs. We've lowered our customer fleet. We've got

new channels to market, whether that be better use of AI and non-tourism.

And we've got a business that remains responsive and looks forward to a

better future. Thank you very much. Jamie, I will hand back over to you to

open up for questions.


Operator: Thank you. If you wish to ask a question, please press star and one on your

telephone and wait for your name to be announced. If you wish to cancel

your request, please press star and two. If you are on a speakerphone, we do

ask that you please pick up the handset to ask your questions.


Your first question today comes from Andy Bowley from Forsyth Barr. Please

go ahead with your question.


Andrew Bowley: Thanks, operator. Good afternoon, guys. I feel a little bit out of breath just

listening to you go through that preso so quickly, but I appreciate the

commentary. A couple of questions from me. First of all, around the cost

base. And I'm mindful of the comments you make around expectations for

FY26 where you talk about a significant step-up in the cost reduction

program.


But the question is really around FY25 costs and really ex depreciation

operating costs. I'm keen for you to talk to the -- what I'd consider a sizable

increase during the year. Where is that most acute or evident across the

group? And what kind of cost increases are we talking about within that

operating cost bucket?


Grant Webster: Yes. So, when you look at the increase in hire days right across the business,

and that increased activity, one of the impacts that you had from an

operating cost perspective in the last 12 months is that, we did have slight

reductions in yield. We've talked about the fact that yield has stabilised and

we see small increases in yield moving forward. So, you do have that step-up

in operating costs in the last 12 months.




So, it's activity related, obviously, labour, repairs and maintenance,

insurance-related repairs. Those are the primary areas where you've seen

those operating costs. We do have a strong focus on making sure that there

is really good operating leverage in those areas moving forward as we

continue to get the hire day increases. So, we feel that it's under control. But

yes, we did have that activity increase costs in the last 12 months.


Andrew Bowley: And then maybe just talk to the cost reduction program, if you could please

at least Grant, where will we see the biggest efficiency benefits across the

group?


Grant Webster: Yes. So, the core areas that are focused on, one is depreciation through

lower build cost, and that's something that's already coming through in both

the North American markets and Australia and New Zealand markets. So,

we've got real confidence about what's been delivered in that space. The

second is pure savings from a digital perspective and other group support

costs.


And that's as we've completed and exit a number of large projects across the

business, not just on the digital front, but also the likes of the property

improvements that we've had as well. And then you've got some broader

efficiencies that are coming through on a global basis.


Andrew Bowley: Okay. Great. Now secondly, I'm interested in the forward bookings for FY26,

where the commentary has been pretty good in recent times and some

strong increases in Australasia and less so in North America. Can you give us

a sense of what the percentage increases, you've given that previously, for

those respective markets? And then in terms of where we stand today, how

much of FY26 anticipated rental sales are now booked?


Grant Webster: So, on the first one, the numbers are pretty much where we've said. There's

been no substantial change. So, the Australasian business is still sitting

around the 25% mark. The U.S.A. and Canada sort of balance out. They're

past the sort of high season. So, it's not as relevant a number now. But U.S.A.

is still in decline. Canada is still in growth. So that's positive. U.K. has actually

had a very positive forward booking outlook.


From a percentage perspective, I haven't updated that in very recent times,

but we're ahead of our intakes last year as a percentage of our overall

expectations. But obviously, if I give you the detail of that, I'm pretty much

giving a rental number for the year.


Andy Bowley: What was that on last year then without giving us what proportion of last

years have we got to?




Grant Webster: Well, I don't work it out as a proportion of last year. You can -- basically, if

we're ahead and we're obviously 25-odd percent up across Australia and

New Zealand, that gives you sort of -- obviously, we've got a larger

proportion than we did the same time last year.


Andy Bowley: But I guess what I'm trying to get to is how much certainty can we place on

what you're telling us around the forward book in terms of how much of next

year's P&L is now effectively bagged?


Grant Webster: Yes. So, look, my answer to the question framed in that matter is that, we

have said before the 25% growth rate we don't expect to hold for the year.

So basically, we have got an earlier booking trend is our view, but still

substantive double-digit growth is where we expect to be sitting.


Andy Bowley: And forgive me in terms of not catching it entirely, but earlier on in the

presentation, I think to that first or second slide, you -- was it strong

RevPARV growth you alluded to in FY26?


Grant Webster: Yes. Yes.


Andy Bowley: Okay. Great. Thanks, Grant.


Grant Webster: No, thank you, Andy.


Operator: And your next question comes from John O'Shea from Ord Minnett. Please

go ahead with your question.


John O'Shea: Good morning, Grant. Can you hear me okay?


Grant Webster: Yes, can hear you fine. Thanks, John.


John O'Shea: Thanks. Thanks for taking my question. Look, I guess I just wondered if you

could outline perhaps how we should think about the evolution of the

business just in -- if you stand back strategically and just think about how

things have evolved from -- obviously, we've had the post-COVID sort of

unwind, if you like.


And now we're evolving to perhaps a -- my question is, now we're evolving

to a more normalised environment in terms of moving forward, how we

should think about -- I know you've given some numbers around fleet

numbers.


Can you just articulate the Board's thinking around the rental business and

how important that's going to be moving forward as opposed to the vehicle




sales part of the business and how you will then approach the capital

expenditure environment in those circumstances? Do you understand what

I'm asking?


Grant Webster: Yes. Yes, I think I do. That's a great question. Thank you, John. So, look, the

reinforcement that I said at the start around the growth in rentals and

rentals being the core of the business is exactly what you're talking about.

Vehicle sales ultimately in this business should make good money as part of

our business model, but fuels the core rentals business model.


I really don't like the idea when people call it disposals because there is real

value to be had in that sales side of the business, and we continue to extract

value. However, the reality is rentals is where it's at.


From a fleet growth perspective, I mean, we obviously had right from the

start of the merger, a very clear view that we could achieve the same or

greater revenue on less fleet and that there's that broad utilisation

opportunity and synergy in fleet that existed. So, we're happy, again, with

that slower profile for fleet growth over the coming couple of years.


But again, as we said before, there's big utilisation gains still to have in the

business. So, bringing that back up strategically, yes, the Board is really

focused on the fact that rentals, rental growth is what it's about. Vehicle

sales, we still need to be moving to keep our market position to keep the

business model working, but let's win in rentals.


John O'Shea: Thanks, Grant.


Operator: And your next question comes from Vignesh Nair from UBS. Please go ahead

with your question.


Vignesh Nair: Hi, team. Can you hear me?


Grant Webster: Yes. Great. Thanks, Vignesh.


Vignesh Nair: Okay. Awesome. Just a couple of questions sort of following on from Andy

earlier. Like just on costs. Firstly, on probably capex, you're sort of talking to

flattening out, I suppose, fleet growth capex from here on, sort of sitting at

about 8,100 vehicles and targeting 9,000 in FY28.


Just wondering how sort of investors and analysts should think about

bridging the sort of current number into the 9,000. You're talking to sort of

pretty good RevPARV growth of 4% and sort of it feels like that's continuing




into FY26. Just wondering on a steer on into next year, what we should think

about overall fleet size and how to bridge that into 9,000, please?


Grant Webster: Yes. So, the average rental fleet size was 8,100. The closing rental fleet was

8,500. So, you're starting off of that higher base. So, there's some room

there. From a broad gross capex perspective, I'll get Ollie to talk through the

gross and net capex expectations broadly because we haven't given those

numbers, and we're not giving those numbers.


But the RevPARV opportunity is probably a little bit greater than what you're

thinking within there. So, we just don't need to grow the fleet substantially.

The 8.5% to 9%, again, that's much, much smaller growth rate than what

we've had over the last few years.


We've averaged over 30% growth in our fleet number for three years in a

row. The other thing that we have got within those broader expectations of

9,000 vehicles is that, there is some or all of a reduction of the U.K. and

Ireland fleet within that as part of that review. Ollie, do you want to make a

comment on gross-net capex?


Ollie Farnsworth: Yes. So, we haven't given specific guidance on that, but gross capex will be

substantially down. So, you see over the last three years, we've done 300

million plus in gross capex.


We're not talking those sort of levels going forward as you'll be able to see

just from that fleet growth profile and also projecting kind of incremental

growth on the sales front. So, no kind of major assumptions there. But if you

take those two elements together, you get a better net capex position than

we've had in recent times.


Vignesh Nair: Right. Do you have any idea of when you'll sort of get back to a balance sheet

of below 2x net debt-to-EBITDA? Is that kind of a guide that you guys use?

And just wondering when the business thinks will sort of cross that barrier?


Grant Webster: So, it's not necessarily a guide that we use. I know that some parts of the

market do, but we're quite comfortable above 2x. So, it doesn't necessarily

have to be there. But if you put all the numbers together and obviously head

towards that 100 million, you're well under 2x at that point. So, over the next

three to four years, you move pretty heavily under 2x with nothing else

changing.


Ollie Farnsworth: And we said in the strategic roadmap, $50 million coming out across FY26,

FY27, and that excludes any capital reallocation.




Vignesh Nair: Okay. That's helpful. And just finally, digging into the North American

business. I think you alluded to the fact that more recent RVIA data sees

pretty robust growth year-on-year in both May and June.


Just wondering what we should make of that and what your read is? Does it

feel like a catch-up from the weakness at the start of the calendar year or do

you genuinely see this as sort of green shoots from upstream manufacturers

in the North American market?


Grant Webster: I'll be honest, Vignesh, it's hard to say. That market has -- the Camping

World, for example, are doing particularly well in the market. There are

other dealers that are doing not so well at all, and it's still very, very patchy.


So, whilst that's two months of growth and a decent growth rate over the

prior year, it's still no consistent metric that we can see that says there's a

real turn in customer sentiment at this point in time. Obviously, the

announcements on Friday and what could come through from further OCR

cuts, we'll see. But we're not jumping up and down about it yet.


Vignesh Nair: Okay, that's very helpful. Thanks, team.


Operator: Once again, if you wish to ask a question, please press star and one on your

telephone and wait for your name to be announced. Our next question

comes from Kieran Carling from Craigs Investment Partners. Please go ahead

with your question.


Kieran Carling: Hi, guys. Thanks for the presentation. Just a question going back to your

growth road map. You talked about growing rental days by 25% from FY25

levels over the next three to four years. Can you just tell us what level of

utilisation that would imply relative to your historical peaks?


Grant Webster: So, it is some growth in utilisation relative to historical peaks, which is, again,

relative to the merger benefits that we see and some system changes that

we've had, but it's not substantive. It's not like there's a massive reliance on

this new imagined utilisation rate. So, it's slightly above historical peaks.


Kieran Carling: Okay. Thank you. And then you've signalled that you're looking to potentially

divest the U.K. and Ireland business. I guess, it's been a challenging few years

there, but how has your view of that market changed since you acquired the

remaining 50% in 2022?


Grant Webster: Yes. Look, I think there's a couple of things. One is that, it's not operating at

the scale opportunity that we thought that it could. I think we have been

lumbered in that market by a number of core operating costs, changes in the




market more broadly that are legislative in nature, both out of Europe and

the U.K. that just make it more challenging, and thus the review, right?


Do I think that with the right focus and energy that we could get it right? Yes.

Do I think that there are a bigger fish for us to fry in other parts of the world?

Yes. So, we'll just need to see where that review concludes.


Kieran Carling: Okay. And I guess just following on from that question, you were reasonably

confident in that market a few years ago. And again, in the growth road map,

you've talked about trying to get the U.S.A. and North America more broadly

to the 15% ROFE target despite the fact the U.S.A. hasn't hit that target since

FY17. I guess, what does give you that confidence that you're going to hit

those synergy targets?


Grant Webster: So, you got two -- well, one, you focused on the key point in your last couple

of words there around the synergy targets. So, the synergies are by their very

nature, far more controllable. So that's one key point. And we've done the

hard work on that over the last two years with really sort of establishing

what fleet we want, where we want to hiccup this year majorly from a tariff

situation, which threw everything out of whack.


But nevertheless, we're back on track after that. And then you're talking

about a completely and utterly different scale in North America. So, it is the

heart of RVs from a vehicle sales perspective. It's a completely different

market from a number of competitive manufacturers, it's a completely

different market. So, I think if there's a market to try and be able to get those

things right, it's the North American market.


Kieran Carling: Okay, great. Thank you.


Operator: And our next question comes from Belinda Moore from Morgans. Please go

ahead with your question.


Belinda Moore: Good morning, team. Can I just ask a few questions, please? One, what

should we think of just the underlying capex just for the base business ex all

the fleet? Should we also just be removing sort of the U.K., Ireland from our

forecast? I mean, come the first half results, is it going to be gone? And then

just double checking your 100 million plus net profit target, does that include

any sort of further acquisitions? Thanks.


Grant Webster: Brilliant. Thanks, Belinda. So just quickly, the 100 million doesn't include any

further acquisitions. You probably make your own call around the U.K. It

certainly won't be out by the end of the first half. But just timing of these




sorts of things and everything that sits behind it. So, I think those two are

keys.


And then from an underlying non-fleet capex perspective, I mean, in FY24,

we were 14 million. We've averaged around the 10 million to 20 million mark

in general over time. So, somewhere in between there, so call it that 15-odd

million. Jamie, back to you.


Operator: All right. And we do have one additional question. This comes from Ben

Wilson from Wilsons Advisory. Please go ahead with your question.


Ben Wilson: Thank you. Just a couple of incremental questions, guys. Firstly, on the

forward rental outlook, pleasing to see still sort of up about 25% for ANZ.

Just wondering how much pickup -- I think you've mentioned you are seeing

a pickup in inbound holidaymaker volumes.


The official figures to date sort of for both Australia and New Zealand have

shown a sort of stagnation in those volumes. But are you sort of definitely

seeing a pickup in those in terms of your forward book? Sorry, Grant, just

confirming you can hear me there with that question?


Grant Webster: Sorry, Ben, we had a malfunction at this end. So, we're on a secondary

device. So, can you just repeat your question quickly, please? Sorry about

that.


Ben Wilson: Yes, no problem. I just wanted to just drill into the, I guess, inbound holiday

maker volumes as part of your forward rental book. I think you've sort of

confirmed that for ANZ, it's sort of up 25% versus PCP still as you stand.

Obviously, inbound holiday makers are pretty critical for your rentals

business. And I guess the official volumes have really stagnated year-to-date

this year across Australia and New Zealand. So just wanted to sort of confirm

that you are seeing a definite increase from your side of things?


Grant Webster: Yes. So, obviously, we're talking forwards, not actuals in the recent time. I

think if you look at New Zealand market over winter and the broader tourism

stats, you'll see that in tourism businesses, you'll see they've had a pretty

hard winter. In Australia, the Northern Territory sort of period was positive.

But again, you've got to be in those markets, which we are to benefit from

those.


So that's the sort of the current performance and the look back as opposed

to the look forward. The other thing when you look forward from a New

Zealand perspective, air capacity still isn't growing at a massive rate, but we

have customers that book early.




So, we don't really see that air capacity having a significant impact from our

perspective. So, we're getting the natural underlying growth. In Australia,

similarly is starting to get more air capacity, but it's not quite there yet. So

from a government perspective, New Zealand, while the broad industry and

if you look at tourism research -- sorry, TEC, Tourism Export Council, their

research is indicating 2027 for a recovery in total visitor arrival numbers,

Australia is talking sort of 2026, but the New Zealand government wants

2026 for New Zealand as well. So, we'll see.


So, we're happy that what we're seeing isn't an anomaly at this point in time.

As I said earlier in the call, don't expect that 25% will hold for the year. But

nevertheless, we're expecting a very good growth rate.


Ben Wilson: Thanks, Grant. And just final question. Can you just comment on, I guess, the

cost trends you're seeing with regard to new vehicle capex, especially those

items that are less in your control, so cost of engines and chassis in

particular?


Grant Webster: Yes. Look, there is the odd thing that is quite anomalous in its increases,

things like windscreen pricing. You've got a few manufacturers on a few

items that are really seeing prices come up. But broadly speaking, we're

actually seeing things pretty flat to small inflationary increases. And

obviously, that's what we've allowed for and taking into account when we're

looking at our build cost reductions.


Ben Wilson: Excellent. Thank you.


Operator: And there are no further questions at this time. I would like to hand the floor

back over to Mr. Webster for closing remarks.


Grant Webster: Great. Well, I really, again, as always, appreciate everybody's time. We'll

catch up with people throughout the week ahead as well look forward to any

other further detailed questions. Jamie, thank you very much for hosting us.

We'll catch up with people during the week. Thanks, again.


[END OF TRANSCRIPT]

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