Notice of 2025 Annual Meeting

Tourism Holdings Limited
470 Oruarangi Road, Māngere,
Auckland 2022
PO Box 4293, Shortland Street,
Auckland 1140, New Zealand
www.thlonline.com


25 September 2025

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

NOTICE OF 2025 ANNUAL MEETING

Please find attached the following documents relating to thl’s upcoming 2025 Annual Meeting of
shareholders, which are being sent to shareholders today:

1. Notice of 2025 Annual Meeting; and
2. Proxy/Voting Form.
The 2025 Annual Meeting will be held at Tourism Holdings Limited, 470 Oruarangi Road, Māngere, Auckland,
at 10:00am (NZT) on Friday 24 October 2025.

Shareholders will also be able to attend and participate in the 2025 Annual Meeting online via a virtual
meeting platform at www.virtualmeeting.co.nz/thl25. By signing up for the Virtual Annual Meeting, you will
be able to watch the Annual Meeting, vote and ask questions by logging on using your computer from
anywhere an internet connection is available. Further information, including how to register for the Virtual
Annual Meeting, can be found in the Procedural Matters section at the back of the Notice of Annual Meeting.

thl is pleased to invite shareholders attending the 2025 Annual Meeting in person to join a site tour of its new
flagship Auckland location, Waitomokia. Details on how to take part in this opportunity can be found in the
Notice of Meeting.

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, George Day, Camperagent), travel technology (Triptech) and tourism
attractions (Kiwi Experience and the Discover Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave,
Aranui Cave and The Legendary Black Water Rafting Co.). In North America, thl operates the Road Bear RV, El Monte RV,
CanaDream, Britz and Mighty rental brands. In UK and Europe, thl operates the Just go, Apollo and Bunk Campers rental
brands.

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NOTICE OF MEETING
2025
OUR JOURNEY
AHEAD

A. Chair’s address
B. Chief Executive’s review
C. Ordinary business and resolution
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Re-election of Rob Hamilton
That Robert David Hamilton, who retires by rotation and is eligible for re-election, be
re-elected as a Director of the Company.
Resolution 2: Auditor remuneration
That the Directors are authorised to fix the remuneration of the auditors for the
ensuing year.
D. Other Business
To consider such other business as may be properly submitted to the meeting.
By order of the Board
Cathy Quinn ONZM
Chair
25 September 2025
10:00am (NZT)
Friday 24 October 2025
Notice is given that the 2025 Annual Meeting of shareholders
of Tourism Holdings Limited (Company) will be held at:
Tourism Holdings Limited, 470 Oruarangi Road, Mangere,
Auckland, at 10:00am (NZT) on Friday 24 October 2025.
Shareholders will also be able to attend and participate in the 2025 Annual
Meeting online via a virtual meeting platform at www.virtualmeeting.co.nz/thl25.
By signing up for the Virtual Annual Meeting, you will be able to watch the Annual
Meeting, vote and ask questions by logging on using your computer from
anywhere an internet connection is available. Further information, including how
to register for the Virtual Annual Meeting, can be found in the Procedural Matters
section at the back of this Notice of Annual Meeting.
thl is pleased to invite shareholders attending the 2025 Annual Meeting in person
to join a site tour of its new flagship Auckland location, Waitomokia. Details on
how to take part in this opportunity can be found later in this Notice of Meeting.
AGENDA
24
01thl NOTICE OF MEETING 2025

EXPLANATORY NOTESPROCEDURAL MATTERS
1. Re-election of Rob Hamilton (Resolution 1)
NZX Listing Rule 2.7.1 requires that:
•
a director of the Company must not hold office (without re-election) past the third
annual meeting following their appointment, or 3 years, whichever is longer; and
•
a director of the Company appointed by the Board must not hold office (without
re-election) past the annual meeting following the director’s appointment.
Rob Hamilton is retiring by rotation and, being eligible, offers himself for re-election.
The Board has determined that Rob is an Independent Director as defined in the
NZX Listing Rules.
Rob is an Independent Director and was 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 (a subsidiary of NZX, ASX:WBC), Oceania Healthcare Limited (NZX, ASX:
OCA), Cyprus Enterprises Limited and Mercury NZ Limited (NZX, ASX:MCY). 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.
Rob has confirmed to the Company that he has sufficient time to fulfil his
responsibilities as a Director and does not expect his other governance roles to
interfere with his ability to act as a Non-Executive Director of thl.
The Board endorses Rob Hamilton standing for re-election as an Independent
Director and notes the significant expertise and value he provides thl from his
finance and capital markets background, in particular in his role as Chair of the
Audit and Risk Committee. The Board recommends that shareholders vote in
favour of his reappointment.
2. Auditor remuneration (Resolution 2)
EY New Zealand is automatically re-appointed as auditor under section 207T of the
Companies Act 1993. The proposed resolution authorises the Board of Directors to
fix the remuneration of the auditor.
Ordinary resolution
Each of Resolutions 1 and 2 must be passed as ordinary resolutions of the Company.
Pursuant to Part A of the NZX Listing Rules, an ordinary resolution means a resolution
passed by a simple majority of votes of financial product holders of the Company entitled
to vote and voting.
Hybrid Annual Meeting
Shareholders will be able to attend the meeting in person at 470 Oruarangi Road, Mangere,
Auckland or via an online platform at www.virtualmeeting.co.nz/thl25. Via the online
platform, shareholders will be able to vote and ask questions during the Annual Meeting.
To attend online, you will require your Holder Number for verification purposes. More
information regarding virtual attendance at the Annual Meeting (including how to vote
and ask questions virtually during the Meeting) is available in the Virtual Meeting Guide
available at https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf
Shareholders entitled to attend and vote
Pursuant to section 125 of the Companies Act 1993, the Board has determined that for
the purposes of voting at the Annual Meeting, only those registered shareholders of the
Company as at 5.30pm (NZT) on Wednesday, 22 October 2025, being a day not more than
48 hours before the meeting, shall be entitled to exercise the right to vote at the meeting,
subject to the rest noted below.
Voting Restrictions
There are no voting restrictions.
Proxy
A shareholder who is entitled to attend and vote at the meeting may appoint a proxy
to attend and vote instead of that shareholder. A company which is a shareholder may
appoint a representative to attend the meeting on its behalf in the same manner as it
could appoint a proxy.
If you wish to appoint a proxy you should complete the enclosed proxy form. Alternatively,
you can lodge your proxy appointment online by following the instructions set out in the
enclosed proxy form. A proxy need not be a holder of shares.
The Chair of the meeting, Cathy Quinn, is willing to act as proxy for any shareholder who
may wish to appoint her for that purpose. Where a direction is not given to the Chair as to
how to cast the vote a Resolution, then the Chair intends to vote in favour of that Resolution.
02thl NOTICE OF MEETING 2025

BUILDING ONE
GROUP SUPPORT OFFICE
& NZ RENTALS
BUILDING THREE
WORKSHOP
BUILDING TWO
RV SUPER CENTRE
VISITOR
PARKING
RVSC
CUSTOMER
PARKING
ENTRY
EXIT
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A
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A
V
E
L
S
PLEASE
PARK
HERE
ANNUAL
MEETING
HELD
HERE
Part of the thl global RV family
You will come down a driveway through a boom gate. Drive straight ahead and continue down to the parking area
indicated on the map above. Once parked, please cross the road at the crossing and follow the path to the thl Crew Hub
2 Entrance. Proceed through to the exit door of Crew Hub 2, into the entrance foyer of the Group Support Office. Exit via
this door and continue to follow the pathway via the route indicated by the dashed line on the map to the RV Super
Centre where the Annual Meeting will take place.
Welcome to thl
Waitomokia, 470 Oruarangi Road,
Māngere, Auckland 2022, New Zealand
No proxy shall be entitled to vote at the meeting unless a proxy form is received by
the Company’s Share Registrar, MUFG Pension & Market Services, either by post to
PO Box 91976, Victoria Street West, Auckland 1142, by email to meetings.nz@cm.mpms.
mufg.com, or deliver in person to MUFG Pension & Market Services, Level 30, PwC
Tower, 15 Customs Street West, Auckland 1010, so as to be received no later than 48
hours before the time set for the meeting. Alternatively, if you elect to appoint your
proxy online, this must be completed by 10:00am (NZT) on Wednesday, 22 October
2025 (no later than 48 hours before the time set for the meeting).
Postal & Online voting
A shareholder who is entitled to attend and vote at the meeting may cast a postal vote,
instead of attending in person or appointing a proxy to attend. You do not need to
appoint a proxy if you cast a postal vote.
If you wish to cast your postal vote, you should complete the enclosed voting paper.
Alternatively, you can cast your postal vote online by following the instructions set out
in the enclosed voting paper.
MUFG Pension & Market Services has been authorised by the Board to receive and
count postal votes at the meeting.
No postal vote will be counted at the meeting unless a voting paper is received
by the Company’s Share Registrar, MUFG Pension & Market Services, either
by post to PO Box 91976, Victoria Street West, Auckland 1142, by email to
meetings.nz@cm.mpms.mufg.com, or deliver in person to MUFG Pension
& Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland
1010, no later than 10:00am (NZT) on Wednesday, 22 October 2025 (48 hours
before the time set for the meeting). Alternatively, if you elect to cast your
postal vote online at https://vote.cm.mpms.mufg.com/THL, this must be
completed no later than 48 hours before the time set for the meeting.
THLONLINE.COM
Location Details and Site Tours
thl is excited to hold the 2025 Annual Meeting at its new flagship Auckland location,
Waitomokia, at 470 Oruarangi Road, Māngere, Auckland.
Parking is available onsite, in the areas indicated on the site map below. We encourage
shareholders attending in person to arrive at least 30 minutes prior to the meeting to
allow time for parking and registration.
Following the meeting, shareholders will have the opportunity to participate in a
guided site tour of Waitomokia. To assist with planning, we kindly ask shareholders
intending to attend in person and / or participate in a site tour to advise thl by emailing
investor.relations@thlonline.com no later than Friday, 10 October 2025.
You will come down a driveway through a boom gate. Drive straight ahead and continue
down to the parking area indicated on the map above. Once parked, please cross the road
at the crossing and follow the path to the thl Crew Hub 2 Entrance. Proceed through to
the exit door of Crew Hub 2, into the entrance foyer of the Group Support Office. Exit via
this door and continue to follow the pathway via the route indicated by the dashed line on
the map to the RV Super Centre where the Annual Meeting will take place.
thl crew will be onsite on
the day to guide you to the
venue.
03thl NOTICE OF MEETING 2025

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LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/THL
Scan & email:
meetings.nz@cm.mpms.mufg.com
Deliver:
MUFG Pension &
Market Services
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
MUFG Pension &
Market Services
PO Box 91976
Auckland 1142
Scan this QR code with
your smartphone and
vote online
General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com
PROXY FORM/VOTING PAPER/ADMISSION CARD FOR TOURISM HOLDINGS LIMITED’S
2025 ANNUAL MEETING
The Annual Meeting of Shareholders of Tourism Holdings Limited (Company) will be held at Tourism
Holdings Limited, 470 Oruarangi Road, Mangere, Auckland and online via the virtual meeting
platform at www.virtualmeeting.co.nz/thl25 on Friday, 24 October 2025 at 10:00am. If you will be
attending online, you will require your Holder Number for verification purposes.
If you will not attend the Meeting but wish to be represented by
proxy or cast a postal vote, please complete and return this form
(in accordance with the lodgement instructions above) to thl’s
share registry, MUFG Pension & Market Services, by no later than
10:00am, Wednesday, 22 October 2025.
You can also appoint your proxy or cast your postal vote on
the resolution on the reverse of this form online by going to
vote.cm.mpms.mufg.com/THL or by scanning the QR code
above with your smartphone.
Appointment of proxy
A shareholder who is entitled to attend and vote at the
meeting may appoint a proxy to attend and vote instead of that
shareholder. A corporation which is a shareholder may appoint
a representative to attend the meeting on its behalf in the same
manner as it could appoint a proxy. A proxy need not be a holder
of shares.
Voting of your holding
Direct your proxy how to vote by making the appropriate
election, either online or on this Proxy Form, in respect of the
item of business (resolutions 1 and 2). If you return this form
without directing the proxy how to vote on any particular matter,
the proxy may vote as he/she thinks fit or abstain from voting.
Appointing the Chair of Meeting as your Proxy
The Chair of the Meeting is willing to act as proxy for any
shareholder who may wish to appoint her for that purpose.
Where a direction is not given to the Chair as to how to cast
the vote on the Resolution, then the Chair intends to vote in
favour of the Resolution, unless specifically disqualified from
voting on that resolution.
Postal Voting
A shareholder who is entitled to attend and vote at the
meeting may cast a postal vote, instead of attending in person
or appointing a proxy to attend. You do not need to appoint a
proxy if you cast a postal vote. If you wish to cast your postal vote,
you should complete the voting paper overleaf. Alternatively, you
can cast your postal vote online by following the instructions set
out above. MUFG Pension & Market Services has been authorised
by the Board to receive and count postal votes at the meeting.
Attending the meeting
If you wish to attend the meeting in person, please bring this
proxy form/admission card to assist with your registration. If you
will attend the Meeting online, you will require your CSN/Holder
Number for verification purposes. A body corporate shareholder
may appoint a representative to attend the meeting on its behalf.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign
the Proxy Form.
Joint Holding
At least one joint security holder should sign this form (on
behalf of all joint security holders). If different joint security
holders purport to appoint different proxies, the vote of the
proxy appointed by the first named joint security holder will
prevail. If the shareholder is a company, this Proxy Form must
be signed on behalf of the company by a person acting under
the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed under a power of attorney
(“POA”), a copy of the POA (unless already noted by the company
or its registry) and a signed certificate of non-revocation of the
POA must be produced to the company with this form.
Corporate Shareholder
Any corporation that is a shareholder of the Company may
appoint a person as its representative to attend the meeting and
vote on its behalf, in the same manner as that in which it could
appoint a proxy.

PROXY/POSTAL VOTING FORM
POSTAL VOTING
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
APPOINT A PROXY
I/We being a shareholder/s of Tourism Holdings Limited hereby appoint:
of
(Full Name)(Email Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Friday, 24 October 2025 at
10:00am and at any adjournment of that meeting. The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes
to appoint her for that purpose. If you wish to appoint the Chair, please insert “The Chair of the Meeting” above.
RESOLUTION
Cast a Postal Vote, or instruct a proxy to vote, by placing a tick in the relevant box. Please note: For each resolution you must tick
one box.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolution:
Tick (

) in box to vote
For AgainstAbstainDiscretion
1. That Robert David Hamilton, who retires by rotation and is eligible for
re-election, be re-elected as a Director of the Company.
2. That the Directors are authorised to fix the remuneration of the
auditors for the ensuing year.
The proxy is authorised to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other
resolution proposed at the meeting (or any adjournment thereof). If you return this form without directing the proxy how to vote on
any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. The proxy is appointed only in respect of the
above meeting or any adjournment thereof.
SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting (in person or via the virtual meeting platform) will have the opportunity to ask questions
during the meeting. If you cannot attend the Annual Meeting but would like to ask a question you can submit a question online by
going to vote.cm.mpms.mufg.com/THL after completing the online validation process or complete the question section below and
return to MUFG Pension & Market Services. Questions will need to be submitted by 10:00am, Wednesday, 22 October 2025.
Question:
SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2Shareholder 3
Individual/duly authorised officer
or attorney
Individual/duly authorised officer
or attorney
Individual/duly authorised officer
or attorney

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