Tourism Holdings Limited, Annual Meeting 2025

October 14^th 2025

Tourism Holdings Limited (THL)

The company will hold its Annual Shareholders Meeting at 10.00am Friday 24 October 2025.

The location is Tourism Holdings Limited, 470 Oruarangi Road, Mangere, Auckland.

You can also attend the meeting online at this link.

Company Overview

thl is a global tourism operator listed on the NZX and ASX, 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.

In June 2025, the company received an offer for 100% of the shares at $2.30 per share from a consortium of BGH Capital and interests associated with the Trouchet family. NZSA notes that Luke Trouchet is an executive director on the company’s Board.

The shares were trading at $1.45 immediately prior to the offer. In August 2025, the company announced it had rejected the offer, but was open to engagement with the Consortium or other potential bidders if a significantly improved offer is provided. They also offered transparency as to the value above which they would engage further.

The shares are currently trading at approximately $2.60.

In September 2025, the company announced it was exiting its retail RV dealerships in Sydney and Brisbane as part of its strategic review.

Current Strategy

In August 2025, the company set out its strategy in a presentation entitled thl Growth Roadmap. The presentation is available at this link.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. The trading update indicated that in the UK, US and Australia, market conditions had not yet improved.
2. Most of the asset finance facility had been retired through the refinancing of the syndicated facility.
3. There were further financial queries relating to the goodwill write-down for the UK business purchased through the Apollo acquisition.

The meeting report is available at this link.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Excellent disclosure.

Director Share Ownership:  The company offers clear disclosure that “There is no requirement for thl Directors to own shares in thl.” – but we are also pleased to note that all Directors own shares.

While NZSA encourages share ownership by independent Directors, it does not support compulsion as this reduces the pool of available Directors, may compromise independence, and removes the ‘market signal’ associated with share purchases.

CEO Remuneration:  The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. The Remuneration and Nomination Committee are responsible for implementing the policy.

Incentives: The CEO is paid a short-term incentive (STI) in cash and a long-term incentive (LTI) by way of share options.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the new NZX Remuneration Reporting Template.

We are pleased to note the company has adopted the NZX Template as regards its reporting.

The STI is awarded at a target of 40% of base salary. The measures, weightings, and level of achievement against each component are well-disclosed, with the overall STI award being made at 33% of target.

Share options are awarded under the LTI at a target of 50% of base salary. Vesting then occurs after a three-year performance assessment period. The LTI award for FY25 was 86% of target.

The company does not disclose the gender pay gap and CEO/employee remuneration ratio.

Golden Parachutes In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

We note the Annual Report “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.”

Director Independence:  A majority of Directors are independent.

Board Composition:  The Annual Report includes a composite skills matrix. NZSA prefers to see skill sets attributed to individual Directors to demonstrate how they contribute to the governance of the company. We are pleased to note following our comments last year, the skill set elements have been expanded to include more industry-based segments.

The company does not participate in the IoD’s Future Director programme designed to develop and mentor the next generation of Directors. NZSA expect NZX50 companies to participate as part of a responsibility to develop and mentor the next generation of Directors.

NZSA believes that the board composition indicates a commitment to thought, experiential and social diversity, with relevant experience for thl.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

Director appointment dates range from 2015 to 2022. We note five of the seven Directors were appointed in 2022, so there will need to be careful consideration to ensure rotation does not reduce institutional knowledge.

ASM Format: Tourism Holdings Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

Independent Advice for the Board & Risk Management: NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look for evidence that Boards are across their risk management responsibilities. 

The Board Charter states that Directors are entitled to seek independent external advice at thl’s expense, with the prior approval of the Chair. Board members are also able to access internal staff as required. While the Audit & Risk Committee oversees the internal audit programme, it is unclear as to the extent to which other internal assurance staff have access to the Board.

thl offers comprehensive disclosure of the key strategic, business, climate, operational and financial risks that impact the business, as well as mitigations. There is also thorough disclosure of risk management and governance processes. 

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  Whilst the company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules, it does not disclose if the Audit Firm is rotated at 10 years.

NZSA also expects disclosure of the appointment dates of the Lead Audit Partner and Audit Firm to improve transparency for investors. We note that EY replaced the previous auditor, PwC, last year with the company stating that “EY was appointed as thl’s new external auditor in October 2023.”

Environmental Sustainability

Overall approach: Tourism Holdings Limited (thl) presents comprehensive climate disclosures in FY25, marking its second year of mandatory reporting under the New Zealand Climate Standards. While three adoption provisions are still applied (covering anticipated financial impacts, comparatives, and trend analysis), thl shows progress toward full compliance. The FY25 Climate Statements are structured around the four pillars of governance, strategy, risk management, and metrics/targets. Beyond climate mitigation, Tourism Holdings demonstrates credible attention to waste reduction, resource efficiency, and circular-economy practices, primarily through its Future-Fit sustainability programme and operational initiatives.

Sustainability Governance: The board retains overall oversight of climate-related risks and opportunities, with responsibilities delegated through the Audit and Risk Committee (ARC) and the Health, Safety and Sustainability Committee (HSSC). A dedicated Climate Working Group (CWG), established in FY25, coordinates climate initiatives and reports to the executive team and both subcommittees. The board’s skills matrix explicitly includes ESG/sustainability governance, confirming sustainability capability at the board level.

Strategy and Impact: thl’s strategy is closely tied to its “Changing Gear” transition plan, which maps the company’s pathway to a low-emissions future. Scenario analysis is applied annually and integrated into enterprise risk management and strategic planning. The company discloses its key transition risks (e.g. low-emission fleet availability, regulation, and demand shifts) and one climate-related opportunity (mobile housing and emergency response). Strategic investment priorities such as pilot programmes for low-emission vehicles demonstrate that climate factors are now influencing operational and capital planning decisions.

Risk and Opportunity: Tourism Holdings discloses six material climate-related risks and opportunities (four transition, one physical, one opportunity) and explains the governance process for identifying and managing them within its Enterprise Risk Management (ERM) framework. All risks and opportunities are mapped to strategic timeframes and reviewed annually, providing a transparent and structured approach.

Metrics and Targets: thl discloses greenhouse gas emissions for Scopes 1, 2 and 3, with year-on-year comparatives. A new absolute reduction target commits to a 50.4 % reduction in Scope 1 and 2 emissions by FY2032 (from an FY24 baseline). Scope 3 emissions (which comprise roughly 99 % of the total footprint) are measured and reported, though no reduction target has yet been set given current technological constraints. Emissions intensity metrics and vulnerability measures (to transition and physical risk) are also reported. While progress against milestones is disclosed, such as a 2 % year-on-year fall in Scope 1 and 2 emissions, trend analysis remains limited under current adoption provisions.

Assurance: Independent external assurance was provided by Ernst & Young (EY), delivering reasonable assurance over Scope 1 and 2 emissions and limited assurance over Scope 3. NZSA considers this strong practice at this stage of the reporting regime and encourages thl to continue expanding assurance coverage as methodologies mature.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  There is explicit disclosure in the Annual Report that no donations were made to political parties.

Financial & Performance

As noted earlier in this document, the company received a non-binding offer from interests associated with Luke Trouchet and BGP. In rejecting the offer, the company took the unusual (but positive) step of offereingtransparency to shareholders as to the expected value at which they would begin negotiating. NZSA believes that a key role of any Board is to understand the underlying intrinsic value of the company they are governing.

Tourism Holding’s share price rose from $1.79 to $2.72 (as of 8^th October 2025) over the last 12 months – a 52% increase. This compares favourably with the NZX 50 which rose 7% in the same period. The capitalisation of THL is $601m placing it 45^th out of 115 companies on the NZX by size and makes it a large company.

¹ per share figures based off actual shares at balance date (not weighted average)

2025 was a year of consolidation after a good 2024. Revenues were up 2% to $937m and the Gross Profit margin rose somewhat to 61%, meaning gross profit was up 4% to $571m.

During the year the company declared a non-cash impairment loss (note 14, p66) of $40m on goodwill and other intangible assets. As this non-cash impairment does impact the bottom line, THL declared a NPAT of -$25.8m, giving EPS of -$0.117.

Finance costs also impacted this result adversely and these were up another 16% to $46.7m. Borrowings continue to increase, and total debt now stands at $541m. We commented on the rising debt burden over the last few years. The debt equity ratio rose further to 1.73, whilst the current ratio remains stable at 1.08

Reduced dividends which are fully imputed but not franked, of $0.065 were declared. Dividends were paid from retained earnings and we note that dividends were greater than EPS which was negative.

NTA per share was stable at $1.96 and THL shares trade at a 39% premium to NTA, which is a reflection of an increased positive sentiment towards the market and tourism in the near term.

Operating Cashflows were positive at $28.6m (-$95.6m) but one of the line items listed in operating cashflow is “Purchase of rental assets”. As the company grows this will impact operating cashflows and this line item will give rise to lumpy operating cashflow metrics and often impact negatively.

The company provided a brief, mainly non-quantitative outlook statement on pages 21-24 of an investor presentation and re-iterated their goal to exceed $100m in annualised NPAT over the next three to four years.

On the 8^th September the company announced a non-price sensitive strategic initiative update.

Luke Trouchet, via an interest in Barmil Enterprises Pty Ltd, is the largest shareholder with a 11.60% stake in THL. Luke is also a director of THL.

Resolutions

Rob Hamilton was appointed to the Board in February 2019. He 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.

We will vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

                            We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://vote.cm.mpms.mufg.com/THL/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.00am Wednesday 22 October 2025.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA