SPH Notice - Barmil Enterprises Pty Ltd

Disclosure of movement of 1% or more in substantial holding or
change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited
and
To Tourism Holdings Limited (THL)

Relevant event being disclosed: Change in nature of relevant interest (further extension of
term under co-operation and exclusivity agreement)

Date of relevant event: 11 June 2026
Date this disclosure made: 11 June 2026
Date last disclosure made: 13 December 2025

Substantial product holder(s) giving disclosure
Full name(s): Barmil Enterprises Pty Ltd as trustee for Lurk Investment Trust, Eastglo Pty Ltd
as trustee for the Trouchet Super Fund, KRLG Pty Ltd as trustee for the KL Trust (together, the
Trouchet Shareholders), Luke Trouchet and Karl Trouchet

Summary of substantial holding
Class of quoted voting products: Ordinary shares in THL (ISIN: NZHELE0001S9, NZX Code:
THL) (Shares)

Summary for Trouchet Shareholders, Luke Trouchet and Karl Trouchet
For this disclosure,—
(a) total number held in class: 26,079,549

(b) total in class: 221,198,069

(c) total percentage held in class: 11.790%
For last disclosure,—
(a) total number held in class: 26,079,549

(b) total in class: 221,098,068

(c) total percentage held in class: 11.795%

Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:

Co-operation Agreement

On 14 June 2025, the Trouchet Shareholders entered into a co-operation and exclusivity
agreement (the Co-operation Agreement) with 5382917 Limited (SPV). Under the Co-
operation Agreement the parties have agreed to work together to consider and, if applicable,
negotiate and implement the potential acquisition by SPV of all or a substantial part of the
Shares or THL’s assets and business by way of a takeover offer under the Takeovers Code, a
scheme of arrangement under Part 15 of the Companies Act 1993, or other transaction structure.

On 13 December 2025, SPV and the Trouchet Shareholders signed a variation letter (the First
Variation Letter) to extend the exclusivity period under the Co-operation Agreement.

Under the Co-operation Agreement, as amended by the First Variation Letter, the Trouchet
Shareholders have agreed not to sell their Shares during the term of the Co-operation
Agreement, as amended by the First Variation Letter, without the prior written consent of SPV
(and in certain other limited circumstances). The Co-operation Agreement, as amended by the
First Variation Letter, terminates on the earlier to occur of: (i) 14 June 2026; (ii) the date on
which a scheme implementation agreement is entered into; (iii) the date the independent
directors of THL unanimously recommend to THL shareholders that they accept a takeover offer
under the Takeovers Code; or (iv) earlier by agreement in writing between SPV and the Trouchet
Shareholders.

A copy of the Co-operation Agreement was attached to the substantial product holder notice that
the Trouchet Shareholders filed with NZX on 14 June 2025, and a copy of the First Variation
Letter was attached to the substantial product holder notice that the Trouchet Shareholders filed
with NZX on 13 December 2025.


On 11 June 2026, SPV and the Trouchet Shareholders signed a second variation letter (the
Second Variation Letter) to extend the exclusivity period under the Co-operation Agreement,
as amended by the First Variation Letter. The effect of this variation is to change limb (i)
referred to in the paragraph above to 14 September 2026.

A copy of the Second Variation Letter is attached to this disclosure (2 pages).

Details after relevant event

Details for Barmil Enterprises Pty Ltd as trustee for the Lurk Investment Trust

Nature of relevant interest(s): Barmil Enterprises Pty Ltd as trustee for Lurk Investment Trust
is the registered holder of 25,653,539 Shares. There is a qualification on the relevant interest,
specifically 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, as
amended by the First Variation Letter and the Second Variation Letter.

For that relevant interest,—

(a) number held in class: 25,653,539

(b) percentage held in class: 11.598%

(c) current registered holder(s): No change

(d) registered holder(s) once transfers are registered: Not applicable


Details for Eastglo Pty Ltd as trustee for the Trouchet Super Fund

Nature of relevant interest(s): Eastglo Pty Ltd as trustee for the Trouchet Super Fund is the
registered holder of 231,366 Shares. There is a qualification on the relevant interest,
specifically 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, as
amended by the First Variation Letter and the Second Variation Letter.

For that relevant interest,—

(a) number held in class: 231,366

(b) percentage held in class: 0. 105%

(c) current registered holder(s): No change

(d) registered holder(s) once transfers are registered: Not applicable

Details for KRLG Pty Ltd as trustee for the KL Trust

Nature of relevant interest(s): KRLG Pty Ltd as trustee for the KL Trust is the registered holder
of 194,644 Shares. There is a qualification on the relevant interest, specifically 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, as amended by the First
Variation Letter and the Second Variation Letter.

For that relevant interest,—

(a) number held in class: 194,644

(b) percentage held in class: under 0.088%

(c) current registered holder(s): No change

(d) registered holder(s) once transfers are registered: Not applicable

Details for Luke Trouchet

Nature of relevant interest(s): Deemed relevant interest in the Shares from his beneficial
interest in the Trouchet Shareholders, which is now subject to 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, as amended by the First
Variation Letter and the Second Variation Letter.

For that relevant interest,—

(a) number held in class: 26,079,549

(b) percentage held in class: 11.790% (when aggregated with the beneficial interests of Karl
Trouchet and other non-substantial beneficial interest holders)

(c) current registered holder(s): Not applicable

(d) registered holder(s) once transfers are registered: Not applicable

Details for Karl Trouchet

Nature of relevant interest(s): Deemed relevant interest in the Shares from his beneficial
interest in the Trouchet Shareholders, which is now subject to 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, as amended by the First
Variation Letter and the Second Variation Letter.

For that relevant interest,—

(a) number held in class: 26,079,549

(b) percentage held in class: 11.790% (when aggregated with the beneficial interests of
Luke Trouchet and other non-substantial beneficial interest holders)

(c) current registered holder(s): Not applicable

(d) registered holder(s) once transfers are registered: Not applicable

Additional information

Holder Address(es) of
substantial product
holder(s)
Contact details
Barmil Enterprises Pty Ltd as
trustee for Lurk Investment
Trust
c/- Hamilton Locke Level 35,
One Eagle, 1 Eagle Street
Brisbane QLD 4000, Australia
Phone: +61 409 608 966
Email:
brett.heading@hamiltonlocke.com.au
Eastglo Pty Ltd as trustee for
the Trouchet Super
Fund
c/- Hamilton Locke Level 35,
One Eagle, 1 Eagle Street
Brisbane QLD 4000, Australia
Phone: +61 409 608 966
Email:
brett.heading@hamiltonlocke.com.au
KRLG Pty Ltd as trustee for
the KL Trust
c/- Hamilton Locke Level 35,
One Eagle, 1 Eagle Street
Brisbane QLD 4000, Australia
Phone: +61 409 608 966
Email:
brett.heading@hamiltonlocke.com.au
Luke Trouchet c/- Hamilton Locke Level 35,
One Eagle, 1 Eagle Street
Brisbane QLD 4000, Australia
Phone: +61 409 608 966
Email:
brett.heading@hamiltonlocke.com.au
Karl Trouchet
c/- Hamilton Locke Level 35,
One Eagle, 1 Eagle Street
Brisbane QLD 4000, Australia
Phone: +61 409 608 966
Email:
brett.heading@hamiltonlocke.com.au

Nature of connection between substantial product holders: Luke Trouchet and Karl
Trouchet are directors of Eastglo Pty Ltd, Barmil Enterprises Pty Ltd and KRLG Pty Ltd and
hold a beneficial interest in the Trouchet Shareholders.

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: 5382917 Limited, BGH Capital IIA Pty Ltd in its
capacity as trustee for BGH Capital Trust IIA, BGH Capital IIB Pty Ltd in its capacity as
trustee for BGH Capital Trust IIB, BGH Capital Offshore GP II Limited as general partner of
BGH Capital Offshore II, LP (together the BGH Fund) and BGH Capital Pty Ltd (ACN 617
386 982) in its capacity as manager or adviser to the constituent entities of the BGH
Fund.

Certification
I, Luke Trouchet, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

50184902
Dated 2026
Letter of variation between –
5382917 Limited;
Barmil Enterprises Pty Ltd (as trustee for Lurk Investment Trust);
Eastglo Pty Ltd (as trustee for the Trouchet Super Fund); and
KRLG Pty Ltd (as trustee for the KL Trust),
(together, the Parties).
Background
1.The Parties are party to a co-operation and exclusivity agreement dated 14 June 2025, as
amended on 13 December 2026 (the Agreement).
2.The Parties propose to amend the Agreement on the terms set out in this variation letter.
3.Capitalised terms used but not otherwise defined in this variation letter have the meanings given
to them in the Agreement.
Amendments
4.The Parties agree the Agreement is amended with immediate effect as follows:
(a)paragraph (a) of the definition of Exclusivity Period is deleted and replaced with:
“(a) 5.00pm on 14 September 2026 (or such other date that the parties may agree in
writing);”
General
5.Other than as amended by this variation letter, the Agreement continues in full force and effect.
6.The parties shall sign, execute and do all deeds, acts, documents and things as may be
reasonable to carry out and give effect to the terms and intentions of this variation letter.
7.This variation letter may be signed in any number of counterparts (including by pdf copy) all of
which, when taken together, will constitute one and the same instrument. A party may enter into
this letter by executing any counterpart.
8.This letter is governed by and construed in accordance with New Zealand law.

50184902
SIGNED by:
5382917 Limited by:
Director / Authorised signatory
Sir Ralph Norris
Print Name
Barmil Enterprises Pty Ltd as
trustee for Lurk Investment Trust by:
Director
Print Name
Eastglo Pty Ltd as trustee for the
Trouchet Super Fund by:
Director
Print Name
KRLG Pty Ltd as trustee for the KL
Trust by:
Director
Print Name