thl agrees merger terms with Apollo Tourism & Leisure

Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Fax: +64 9 309 9269
Level 1, 83 Beach Road
www.thlonline.com
Auckland City

PO Box 4293, Shortland Street

Auckland 1140, New Zealand


* thl currently holds 898,150 ordinary shares in ATL, representing 0.5% of Apollo
ordinary shares on issue. Whilst the share of the merged entity attributable to all ATL
shareholders (including thl) is 25.0%, the share of the merged entity attributable to
ATL shareholders (excluding thl) is 24.9% and the share of the merged entity
attributable to thl shareholders is 75.1%.

Self drive
Experiences
New Zealand
Australia
USA
UK


Design &
Manufacturing
New Zealand
Australia




Guided
Experiences
New Zealand





10 December 2021

MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)

THL AGREES MERGER TERMS WITH APOLLO TOURISM & LEISURE
Merger will create a global leader in the commercial RV rental market

Summary:
 thl and Apollo Tourism & Leisure Limited (ASX:ATL) (ATL) have entered into a conditional Scheme
Implementation Deed to merge through an Australian Scheme of Arrangement whereby thl acquires
all shares in ATL
 The merger will result in ATL shareholders owning approximately 25% and thl shareholders owning
approximately 75% of thl*
 Significant anticipated cost out synergies are expected to deliver a steady-state EBIT benefit of $17M
to $19M per annum, and fleet rationalisation is expected to generate in excess of $40M of net debt
benefit
 The transaction is subject to approval of Apollo shareholders, as well as funding, court and regulatory
approvals in Australia and New Zealand and other conditions specified in the Scheme Implementation
Deed
 thl will apply to be dual listed on the Australian Securities Exchange (ASX) through a foreign-exempt
listing
 As consideration, thl will issue 1 new ordinary thl share for every ~3.68 ordinary ATL shares held by
ATL shareholders (excluding thl)*
thl has entered into a conditional agreement to merge with Apollo by acquiring all outstanding shares of
Apollo Tourism & Leisure Ltd (ASX:ATL). The proposal contemplates that the merger be effected by way
of an Australian Scheme of Arrangement and the parties have entered into a Scheme Implementation
Deed (SID). The consideration is payable by thl issuing 1 new fully paid thl ordinary share for every ~3.68
ordinary shares held by Apollo shareholders, resulting in a post-merger ownership ratio of approximately
25% to Apollo shareholders and approximately 75% to thl shareholders.*

thl Chair, Rob Campbell, said that “thl is proactively moving to build a more resilient business and expand
its international reach, rather than seeking to wait out market uncertainty from the pandemic.”
“We’re able to make this move thanks to our prudent balance sheet management through the pandemic
period”, he said.
“Importantly, this merger assists both entities to better manage market uncertainty over the next phase,
due to compelling cost synergies now and greater fleet efficiency in future years. By realising significant
cost synergies, the merged business will be better positioned to face a longer than expected recovery
period, should that eventuate”, said Mr Campbell.

thl Chief Executive, Grant Webster, said “the strategic logic of merging thl and Apollo’s networks is clear
and the dynamics of the current market mean that the synergies available from merging are compelling.”
“Being able to deliver value uplift for shareholders of both companies, while creating a more resilient
business in terms of navigating our next phase and competing more effectively on the world stage is a
very significant step for us.”
“This takes thl into more markets, as a global commercial RV rental leader with businesses in Canada and
the US, Europe and the UK as well as our Australasian operations, supported by strong manufacturing
capability and retail vehicle sales in Australia and New Zealand.” said Mr Webster.
The proposed merger remains subject to approval by Apollo shareholders and finalisation of appropriate
funding arrangements for the merged entity. In addition, there are various court and regulatory approvals
in Australia and New Zealand, including Australian and New Zealand competition regulatory clearance.
Mr Webster said these shareholder and regulatory approvals would likely take until at least the start of
the second quarter of 2022.
“We welcome Luke and Karl Trouchet as a major shareholder. Together they have a wealth of experience
in the RV industry and have a long-term commitment to thl.”
Apollo Managing Director, Luke Trouchet, said “the two businesses have similar operations and like-
minded cultures, and we both strongly believe in the potential of the global RV market. I am very much
looking forward to joining the Board and executive of thl and am excited by the prospects of what the
two companies can achieve together.”
Mr Webster said “a merger also aligns with thl’s Future Fit commitment to improve the sustainability of
the business. Apollo shares our commitment to being a business that focusses on multiple stakeholder
impacts and benefits. The fleet synergies alone demonstrate the strong linkage between the
environmental and commercial benefits of such a transaction, creating an opportunity to do more with
fewer resources and less environmental impact.”
“The merger would also pave the way for thl to dual list on the ASX, enabling Apollo shareholders to be
unaffected by the transition as well as paving the way for Australian investors who may not have had a
mandate for NZX stocks to invest in thl.”
An investor presentation has been released today with further detail on the transaction, including the
strategic rationale, expected synergies and the proposed process timetable.
Jarden acted as Financial Adviser, MinterEllisonRuddWatts as New Zealand Legal Adviser, MinterEllison
as Australian Legal Adviser, Baker Mckenzie as North American Legal Adviser, KPMG as Accounting
Adviser and Synergy Due Diligence, Deloitte as Tax Adviser and Richard Wallace as Banking Adviser.

END

Authorised by:

Rob Campbell
Chair, Tourism Holdings Limited

For further information contact:
Grant Webster
thl Chief Executive Officer
Direct Dial: +64 9 336 4255
Mobile: +64 21 449 210

About thl (www.thlonline.com)

thl is a global tourism operator. We are listed on the NZX and are the largest provider of RVs for rent and
sale in Australia and New Zealand, and the second largest in North America. In the USA, we own and
operate the Road Bear RV Rentals & Sales brand and El Monte RV Rentals & Sales. In the UK, thl owns
49% of Just go Motorhomes. Within New Zealand, we operate Kiwi Experience and the Discover Waitomo
group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black
Water Rafting Co. thl also owns and operates Action Manufacturing, New Zealand’s largest motorhome
and specialist vehicle manufacturer.

---

FY19
FULL YEAR RESULTS
PRESENTATION
Proposed
merger of thl
and Apollo
10 December 2021

Disclaimer
2
IMPORTANT NOTICES
This presentation has been prepared by Tourism Holdings Limited (thl) in connection with the proposed merger between thland Apollo Tourism & Leisure Ltd ACN 614 714 742 (ATL) by way of scheme of arrangement (Scheme) under Part 5.1 of the Corporations Act 2001(Cth) (Corporations Act). A copy of
the Scheme Implementation Deed dated 10 December 2021 relating to the Scheme is available on the NZX website at
www.nzx.com.
SUMMARY INFORMATION
This presentation contains summary information and statements about thl, ATL and their respective related bodies corporate, businesses and activities as at the date of this presentation.
The information in this presentation is general in nature and does not purport to be exhaustive.
No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of thl, ATL nor their respective directors, employees, agents or
advisers, or any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this presentation or its contents orotherwise arising in connection with it.
This presentation should be read in conjunction with thl’s other periodic and continuous disclosure announcements lodged with the NZX, which are available on the NZX website (at www.nzx.com), the thl’swebsite at
https://www.thlonline.com.
thlnotes that further information about the Scheme (including key risks for ATL shareholders) will be provided by ATL to its shareholders (other than thland its related entities) (Independent Shareholders) and released to ASX in due course, in the form of an explanatory statement (as that term is defined in
section 412 of the Corporations Act) and notice of meeting (Scheme Booklet). The Scheme Booklet will be released by thlto NZX at the same time it is released by ATL to ASX. The Scheme Booklet will also include or be accompanied by an independent expert's report that will opine on whether the Scheme
is in the best interests of Independent Shareholders.
FORWARD LOOKING STATEMENTS
This presentation contains forward-looking statements concerning thl, ATLand the merger group following implementation of the Scheme (Combined Group) which are made as at the date of this presentation unless otherwise specified, including statements aboutintentions, beliefs and expectations, plans,
strategies and objectives of thl, ATLand the Combined Group, the anticipated timing for and outcome and effects of the Scheme (including expected benefits to shareholders of thland ATL), indications of and guidance on synergies, future earnings or financial position or performance, expectations for the
ongoing development and growth potential of the Combined Group and the future operation of thl, ATLand the Combined Group.
Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the forward-looking statements as a result of a variety of risks, uncertainties and other factors, many of whichare outside the control of thl, ATLand the
Combined Group. Such factors may include, among other things, risks relating to funding requirements, COVID-19 impacts includingborder closures and travel restrictions, competition and market risks, regulatory restrictions and risks associated with general economic conditions. Any forward-looking
statements, as well as any other opinions and estimates and statements regarding synergies, market and industry trends, providedin this presentation are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect. Synergy
estimates are based on fixed foreign exchange rates across its operating geographies at the time of calculation. Variations in foreign exchange rates will impact the degree to which synergies are able to be realised or how they are reflected in the Combined Group’s reporting currency.
There can be no assurance that the Scheme will be implemented or that the plans for the Combined Group will proceed as currentlyexpected or will ultimately be successful. You are cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating
outlook for thl, ATLor the Combined Group (including the realisation of any expected synergies), particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the ongoing COVID-19 pandemic.
Except as required by law or the NZX or ASX listing rules, ATL and thlassume no obligation to provide any additional or updated information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this presentation will, under
any circumstances (including by reason of this presentation remaining available and not being superseded or replaced by any other presentation or publication with respect to thl, ATLor the Combined Group, or the subject matter of this presentation), create an implication that there has been no change in
the affairs of thl, ATL since the date of this presentation.
PAST PERFORMANCE
You should note that past performance metrics and figures (including any data about past share price performance of thland ATL) in this presentation are given for illustrative purposes only and cannot be relied upon as an indicator of (and provideno guidance as to) future performance, including future
share price performance of the Combined Group.
NOT AN OFFER, AND NOT INVESTMENT OR FINANCIAL PRODUCT ADVICE
This presentation is not a prospectus, product disclosure statement or other disclosure document under the Financial Markets Conduct Act 2013, or other offering document under New Zealand law or any other law. This presentation has not been lodged with anyregulatory authority in any jurisdiction. This
presentation, and the information contained in it, is provided for information purposes only and is not an offer or solicitationor an invitation or recommendation to subscribe for, acquire or buy securities of thl, or any other financial products or securities, in any place or jurisdiction, or a solicitation of any
vote or approval in connection with the Scheme.
This presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial productor investment advice (nor tax, accounting or legal advice) or a recommendation to acquire any securities of thl, or a solicitation of any vote or approval in connection with the
Scheme. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual. Before making any investment decision or decision to vote on the Scheme, you should consider the appropriateness of all the information available (including the risks set
out in this presentation and information to be provided in the Scheme Booklet once released) having regard to your own objectives, financial and tax situation and needs and seek professional advice from their legal, financial, taxation or other independentadvisers.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This presentation has been prepared for publication in Australia and may not be released to U.S. wire services or distributedinthe United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction, and neither this
presentation or anything attached to this presentation shall form the basis of any contract or commitment. Any securities described in this presentation have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offeredor sold in the United States except in transactions
registered under the U.S. Securities Act of 1933 or exempt from, or not subject to, the registration of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.

3
EFFECT OF ROUNDING
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject tothe effect of rounding. The actual calculation
of these figures may differ from the figures set out in this presentation.
FINANCIAL DATA
All dollar values are in New Zealand dollars (NZ$) unless stated otherwise. To the extent an exchange rate is used to convert foreign currency to New Zealand dollars, the
assumed exchange rate has been shown in this presentation.
This presentation may contain a number of non-GAAP financial measures, including Earnings Before Interest and Tax (EBIT). Because they are not defined by NZ GAAP or
IFRS, thl’scalculation 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. You are cautioned, therefore, not to place undue reliance on any such
financial information included in this presentation
REGULATORY BODIES REFERRED TO IN MATERIALS
Australian Competition and Consumer Commission (ACCC)
Australian Foreign Investment Review Board (FIRB)
New Zealand Commerce Commission (NZCC)
Other Notes to Materials

Transaction Summary (1 / 2)
4
Transaction
overview
•Tourism Holdings Limited (NZX:THL) (thl) and Apollo Tourism & Leisure (ASX:ATL) (Apollo) have today entered into a
conditional Scheme Implementation Deed to merge through an Australian Scheme of Arrangement whereby thl
acquires
all shares in Apollo
•Apollo and thlare two highly complementary businesses which together will create a diversified, leading RV travel
company across the key markets of Australia, New Zealand, North America, Europe and the United Kingdom. The rental
operations of the Combined Group will be complemented by thl’s existing New Zealand tourism and manufacturing
businesses
•Significant anticipated cost out synergies are expected to deliver a steady-state
1
EBIT benefit of $17m to $19m per
annum, with expected one-off implementation costs to realisesynergies in the order of $4m to $7m, and fleet
rationalisationis expected to generate in excess of $40m of net debt benefit
•Apollo will become a wholly-owned subsidiary of thl, and thlwill apply to be listed on the Australian Securities Exchange
(ASX) as a foreign-exempt listing
•As consideration, thlwill issue 1 new ordinary thlshare for every 3.680818 ordinary Apollo shares held by Apollo
shareholders (excluding thl)
2
•The merger will result in Apollo shareholders owning approximately 25% of the Combined Group and thlshareholders
owning approximately 75% of the Combined Group
3,4
. The Trouchet Family (who currently hold 53.4% of Apollo) will
become 13.4% shareholders of the Combined Group
Overview of
Apollo
•Established in 1985, Apollo is a leading Australian RV company with operations in Australia, New Zealand, North
America, Germany, the United Kingdom and Ireland
•The company is highly focused on its core functions of manufacturing, rental, sales and distribution of a range of RVs
including motorhomes, campervans and caravans
1)Steady-state refers to post COVID recovery period
2)The consideration shares of shareholders with an address other than in Australia, New Zealand, the United Kingdom or other jurisdictions agreed by ATL and thlwill be issued to a nominee and sold with the
proceeds paid to the shareholder
3)thlcurrently holds 898,150 ordinary shares in Apollo, representing 0.5% of Apollo ordinary shares on issue as at the date of theScheme Implementation Deed. As such whilst the share of the Combined Group
attributable to all Apollo shareholders including thlis 25.0%, the share of the Combined Group attributable to Apollo shareholders excluding thlis 24.9% and the share of the Combined Group attributable to thl
shareholders is 75.1% -see page 34 for further details
4)Based on the respective ordinary shares on issue for thland Apollo as at the date of the Scheme Implementation Deed. The total number of thlordinary shares on issue may change prior to completion of the
Scheme in the event that any shares vest under existing LTI schemes

Transaction Summary (2 / 2)
5
Merger ratio
•The merger ratio of 1 new ordinary thlshare for every 3.680818 ordinary Apollo sharestakes into account:
−The relative market capitalisationsof the two businesses
−The expected synergy realisationavailable to the Combined Group and how this is generated
−The relative NTA contribution to the Combined Group and the different funding structures
−The relative historical earnings contribution to the Combined Group
−The level at which the Trouchet Family as 53.4% shareholders of Apollo would be supportive of the transaction
•The merger ratio implies an equity value per Apollo share of A$0.7358 (equivalent to a total equity value for Apollo of
A$137m) based on the last close price for thlof NZ$2.85 and an exchange rate of 0.9503NZD/AUD
1
on 9 December 2021.
This represents:
−A 32.6% premium based on the last close price of Apollo of A$0.555 per share on 9 December 2021
−A 12.1% premium based on the 2-month VWAP between 10 October 2021 and 9 December 2021 of A$0.6566
per share for Apollo
Process
update
•The Scheme is subject to a number of conditions (as set out in more detail on page 33), including:
−Regulatory approvals including ACCC, NZCC and FIRB
−Shareholder approval from Apollo shareholders
−Approval of the Supreme Court of Queensland
−The receipt of an independent expert report which concludes the Scheme is in the best interests of Apollo
shareholders
−Refinancing the debt facilities of thland/or the Combined Group with new or existing financiers with effect from
the implementation of the Scheme (including obtaining all necessary approvals for the refinancing), and all
consents and waivers being obtained from any continuing financiers of Apollo
•The current indicative timetable expects the First Court date occurring in Q3 FY22 and the Scheme taking effect from Q4
FY22
2
•There is no intention to raise equity for this transaction
1)Source: RBNZ
2)This timetable is indicative only subject to change. It assumes there are no delays or complications with respect to any of the court and regulatory approvals

HighlightDescriptionRefer page
Synergy
opportunity
•Significant anticipated cost-out synergies are expected to deliver a steady-state EBIT benefit
of $17m to $19m per annum, with expected one-off implementation costs to realise
synergies in the order of $4m to $7m
•Fleet rationalisationexpected to generate in excess of $40m of net debt benefit
22, 23
Enhanced ability
to navigate COVID
recovery
•Large portion of anticipated synergies are fixed in nature providing significant downside
protection against a slower than expected COVID recovery phase –synergies become
proportionally larger relative to the standalone earnings levels if the operating environment
becomes more challenged
22, 23
Asset acquisition
•The merger represents an opportunity for thlto significantly increase its fleet base at a
lower cost than through purchasing new RVs directly –made even more compelling against
a constrained RV supply chain through the COVID recovery phase
•This also allows a continuation of greater vehicle sales volumes in the current environment
at higher than historical margins (in part driven by current RV supply constraints)
16 – 19
Geographic
diversification
•Combined Group will benefit from greater business resilience through geographic
diversification and additional locations in the Northern Hemisphere
16 – 19
Canada
•Apollo’s Canadian business is expected to perform strongly as a standalone business (as it
does currently) – Canada is a market that has interested thlfor some time
•Highly complementary to thl’s existing US business and creates a broader North American
presence
18
Strategic Rationale
6

JAPAN
FRANCHISEE OPERATIONS
Global RV Leader – Snapshot of Combined Group
7
1.Rental fleet sizes represent fleet sizes as at30 June 2021
2.Europe & UK fleet excludes thlfleet from its 49% joint venture Just go
3.Combined Group Market Cap calculated as total thlshares outstanding of 151,963,759 plus thlshares issued to Apollo shareholders as consideration of 50,329,236 multiplied by thl’s last close price of NZ$2.85 as at9 December 2021. Combined Group Enterprise Value calculated as the Combined
Group Market Cap, plus Combined Group net debt of NZ$211m as at31 October 2021 (shown on page 26) and excludes non-fleet IFRS 16 lease liabilities
4.FY21 Combined Group figures refer to pro forma consolidated balance sheet, as shown on page 27
EUROPE & UK
RENTAL FLEET
1,2
~300
RV RENTALS
EX-RENTAL RV SALES
AUSTRALIA
RENTAL FLEET
1
~2,400
RV RENTALS
NEW AND EX-RENTAL RV SALES
RV MANUFACTURING
NEW ZEALAND
RENTAL FLEET
1
~2,200
RV RENTALS
NEW AND EX-RENTAL RV SALES
RV AND COMMERCIAL MANUFACTURING
TOURISM ATTRACTIONS & ACTIVITIES
USA & CANADA
RENTAL FLEET
1
~2,100
RV RENTALS
EX-RENTAL RV SALES
SOUTH AFRICA
FRANCHISEE OPERATIONS
NZ$577m
NZ$788m
NZ$1.0bn
NZ$445m
Market Cap
3
Enterprise Value
3
FY21 Total Assets
4
FY21 Net Assets
4

Overview of
Apollo

9
History of Apollo
Founded
in 1985 by
Trouchet
family
1988: Brisbane
head office
established
2001:
Luke Trouchet and
Karl Trouchet
appointed as CEO
and CFO respectively
2006: Hippie
Camper brand
launches
2003: First
New Zealand
branches open
2005: Brisbane
factory opens,
manufacturing
Apollo-owned
TA LV O R RVs
2008: First
United States
branch opens
2009: Shareholding
in CanaDreamin
Canada purchased
2013: Exclusive
importer &
distributor license
of Adria RVs in
Australia
2014: Exclusive domestic license
to manufacture or import &
distribute Winnebago RVs in
Australia
2015: Brisbane
Retail
Dealership
opens
2016: Sydney and
Melbourne Retail
Dealerships open
2016: Lists
on the ASX
2017:
Acquisition of
remaining
interests in
CanaDream
2017: Acquisition
of Kratzmann
Caravans and
Sydney RV in
Australia
2018:
Acquisition of
CamperCoin the
United Kingdom
2018: Acquisition
of George Day
Caravans in
Australia
2019: Acquisition
of Coromaland
Windsor brands
and other assets
from Fleetwood
in Australia
2020: Hibernation of
United States
operations in
response to COVID-19
2017 – 2018:
Strong acquisition growth phase
2021: Brisbane RV
Service & Repair
Centre opens

c”
Trouchet Family
Brothers Luke and Karl Trouchet, whose parents founded Apollo in
1985 and who are currently the respective CEO & Managing Director
and Executive Director (Strategy & Special Projects) of Apollo, will
remain actively engaged in the Combined Group with a 13.4%
shareholding
•Gus and Carolyn Trouchet established Apollo in Brisbane in 1985, having
developed a love for campervans during a family holiday in New Zealand.
Both Luke and Karl Trouchet grew up in the family business and since taking
over from their parents in 2001, have led Apollo on its next phase of growth
as it evolved into a multi-national RV rental and sales company
•In the Combined Group, Luke Trouchet will move into the role of Executive
Director – M&A and Global Transitions. As the majority shareholder of
Apollo, the Trouchet family will continue to be actively engaged with a 13.4%
stake in the Combined Group
•The Trouchet family have proposed to enter into voluntary escrow terms, the
terms are outlined on page 24
•thlhas a proud history of ongoing engagement with owner operators.
Continuing with the business today are:
‒Former owner of Road Bear
‒Former owner of El Monte
‒Joint venture partner with Just go
‒Former joint venture partner with Action Manufacturing
10
Brothers Karl (left) and Luke Trouchet (right) on a family holiday with an early Apollo RV
The two businesses have similar operations and like-minded cultures, and
we both strongly believe in the potential of the global RV market. I am very
much looking forward to joining the Board and executive of thland am
excited by the prospects of what the two companies can achieve together.
Luke Trouchet, Apollo Managing Director
“

Australia
~1,100
New Zealand
~700
Canada
~600
Europe & UK
~300
AustraliaNew ZealandCanadaEurope & UK
RV Sales
•New and ex-rental RVs
distributed via eight
owned retail sales
centres
•New and ex-rental RVs
distributed via two
operated sites
1
and
third party dealers
•Ex-rental RVs
distributed via five
operated sites
1
and
third party dealers
•Ex-rental RVs
distributed via five
operated sites
1
and
third party dealers
Apollo RV rental
brands
•StarRV, Apollo, Cheapa
Campa, Hippie
•StarRV, Apollo, Cheapa
Campa, Hippie
•CanaDream•Bunk, Apollo
Manufacturing
/ Fleet sourcing
•RVs manufactured by Apollo in its Brisbane
manufacturing facility (some shipped to New Zealand
for rental fleet), or acquired direct from
manufacturers
•Brisbane manufacturing facility has an estimated
current capacity of ~2,000
2
•Exclusive right to import and distribute Adria in
Australia and New Zealand; exclusive right to
manufacture Winnebago in Australia and New
Zealand; owns TALVOR, Windsor and Coromalbrands
3
•RVs acquired direct from manufacturer or wholesale
via intermediaries or dealers
Apollo Business Overview
11
RV Rental fleet geographical split
4
1.Apollo owned sites service both its rental and sales operations in New Zealand, Canada, Europe & UK
2.With current plant and equipment on hand and assuming current product mix and no supply or staffing constraints. ~490 RVs produced for Apollo’s Rental and Sales operations in FY21, a depressed figure in response to the COVID-19 pandemic
3.Winnebago, TALVOR and Windsor currently exclusively manufactured in Apollo’s Brisbane manufacturing facility, Coromalcurrently contract manufactured by third party
4.As at 30 June 2021

•Apollo utilisesfleet financing (i.e. hire purchase) to fund a significant portion
of its rental fleet across all jurisdictions. As this finance is repaid with rental
revenue over the lifecycle of the vehicle, the increasing differential between
Net Book Value and the remaining fleet financing balance represents equity
value creation
•Graphic illustrates the relationship between fleet finance balance and the
corresponding Net Book Value (NBV) from acquisition date to disposal at the
end of the vehicle’s rental lifecycle (figures shown are illustrative only)
•Each vehicle acquired has an intrinsic unrealisedvalue at acquisition date,
with the wholesale purchase price being lower than market retail price
•Value continues to increase as the vehicle ages, with debt being repaid at a
faster rate than depreciation
•Actual fleet lifecycles, depreciation rates and market sale prices can vary
depending on prevailing market conditions in any given year
12
Illustrating the Relationship Between Rental Fleet Debt and NBV
Assumptions (figures for illustrative purposes only)
Assumed wholesale purchase price
$110,000
Finance value
$110,000
Finance term
5 years
Finance interest rate
5.50% p.a.
Depreciation rate
11.00% p.a.
Rental lifecycle
5 years
Sale price at disposal
Assumed to equal Net Book Value
110,000
49,500
-
AcquisitionYear 1Year 2Year 3Year 4Year 5
Value ($)
EquityNet Book ValueFleet Finance Balance

Overview of
Combined
Group

14
•Both thland Apollo operate a
Build/Buy, Rental and Sell
model
•RVs are built at each
company’s own manufacturing
facilities or purchased directly
from third-party
manufacturers or dealers
•Both operate multiple RV
rental brands across each of its
operational jurisdictions,
targeting specific segments of
the rental market
•Both own retail sales centres
and also sells vehicles through
a network of dealers
Build/Buy
New RVs for rental
operations and
retail sale
Rental
RVs in multiple countries
available for rent
Sell
Ex-rental and new
RVs through RV
retail centres and
dealers
Shared RV Business Model

37%
25%
36%
2%
37%
28%
33%
2%
Combined Group
2
Revenue
composition by
business unit
Revenue
composition by
geography
EBIT
composition by
geography
(FY19 only)
3,4,5
22%
49%
28%
1%
59%
31%
10%
RV Rentals
RV Sales
Other revenue
43%
57%
57%
9%
31%
3%
51%
44%
5%
Illustrative Financial Impact of the Transaction
15
Note: the above metrics are based on combined, unadjusted, as reported financial metrics (i.e.thl+ Apollo = Combined Group)
1.thlrevenue and EBIT excludes earnings of joint ventures Just go and Togo Group (exited in 2020)
2.Combined Group metrics have been currency converted at an average exchange rate of 0.9383 and 0.9327 NZD / AUD in FY19 and FY21 respectively
34%
62%
4%
FY19
FY21
18%
81%
1%
27%
71%
2%
58%
8%
30%
4%
FY19
FY21
FY19
5
FY21
FY19
5
FY21
FY19
FY21
FY19
FY21
20%
45%
35%
Australia
New Zealand
North America
Europe & UK
18%
41%
41%
17%
64%
19%
Australia
New Zealand
North America
Europe & UK
31%
23%
44%
2%
FY19 revenue and earnings contribution reflects a pre-COVID operating environment, whilst FY21 includes actions taken specifically as a result of
the COVID environment
3.thlFY19 reported EBIT composition by geography excludes Group Support Services & Other of NZ$(6.0)m, Apollo FY19 underlying EBIT
composition by geography excludes elimination of inter-entity charges, interest charged on loans between segments and amortisationof
internally generated intangibles on acquisitions totallingNZ$(1.9)m
4.FY21 not shown as both businesses generated EBIT losses in FY21 as a result of the COVID impacted operating environment
5.Apollo FY19 financials include its US business. US fleet were sold in FY20and the business put in hibernation
1

~2,600
~2,300
~2,700
~2,500
~2,000
~1,500
~900
~900
~900
~900
~800
~700
~3,500
~3,300
~3,600
~3,400
~2,800
~2,200
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21
New Zealand Business
16
Current conditions and strategy
Closing rental fleet size
1.In additionthlowns the Mighwayand SHAREaCAMPERbrands, which have been conditionally sold to ASX listed CamplifyHoldings
2.Apollo has the exclusive right to import and distribute Adria in Australia and New Zealand; and the exclusive right to manufacture
Winnebago in Australia and New Zealand
Key:
thlRV Rental
thl RV Sales
thl Manufacturing
thl Tourism
Apollo RV Rental
Apollo RV Sales
Auckland
Hamilton
Christchurch
Queenstown
•New Zealand has been the most challenging jurisdiction with international borders
closed for both businesses due to a historical reliance on international tourism and a
small domestic population
•Excess fleet arising from the merger (see page 23) allows continued strength in sales
volumes in the current high margin market, while retaining an appropriate fleet size to
service international tourism as demand is expected to return from 30 April 2022 once
borders open
•Continued focus on domestic-targeted aspects of the business including RV accessory
sales, servicing and workshop facilities
Waitomo
2
2
RV
Non-RV
1

~1,700
~1,600
~1,700
~1,400
~1,300
~1,200
~1,900
~1,900
~1,900
~1,600
~1,400
~1,100
~3,500
~3,600
~3,600
~3,100
~2,700
~2,400
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21
Australia RV Business
17
Current conditions and strategy
1.Apollo has the exclusive right to import and distribute Adria in Australia and New Zealand; and the exclusive right to manufacture
Winnebago in Australia and New Zealand
Darwin
Perth
Adelaide
Hobart
Melbourne
Cairns
Brisbane
Newcastle
Sydney
Broome
Alice Springs
Geelong
Key:
thlRV Rental
thl RV Sales
thl Manufacturing
Apollo RV Rental
Apollo RV Sales
Apollo Manufacturing
•We believe the Australian business is capable of generatingprofitable returns in a
domestic-only environment with no inter-state travel restrictions
•Larger fleet provides enhanced fleet optimization, resulting in fewer relocations across
branches
•Material property synergies expected with the current overlap of rental branches
•Apollo is a material beneficiary of the current strength in the Australian vehicle sales
market due to its distributed retail dealership network. The network offers significant
scale benefit, while sales of third-party brands lends an element of downside protection
Closing rental fleet size
Kratzmann
1
1
RV
Non-RV

Orlando
North America RV Business
18
Current conditions and strategy
Note: Whitehorse (in Canada) currently in hibernation. thlalso has licensees in Reno, Corona, Sacramento, San Diego, Santa Cruz, Ventura /
Oxnard, Victorville, Miami, Chicago and Salt Lake City
Vancouver
Edmonton
Calgary
Toronto
Halifax
Los Angeles
San Francisco
Seattle & Ferndale
Montreal
Las Vegas
Dallas
Denver
New Jersey
•The North American businesses operate on a more decentralisedmodel than New
Zealand and Australia. There are expected to be limited operational changes in the near
to medium term
•Over time, there are expected to be opportunities to leverage the expertise and
procurement capabilities of each business to realisesynergies
•The merger enables maximisationof fleet opportunities as international tourism flows
return to both countries
Key:
thlRV Rental
thlRV Sales
Apollo RV Rental
Apollo RV Sales
Closing rental fleet size
~1,700
~2,400
~2,100
~1,800
~1,000
~1,500
~1,100
~1,500
~1,400
~1,300
~800
~600
~2,800
~3,900
~3,500
~3,200
~1,800
~2,100
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21

Europe and UK RV Business
19
Current conditions and strategy
United Kingdom & Ireland
Germany
Edinburgh
London
Belfast
Dublin
Hamburg
•There may be opportunities to align the business over time
•Apollo has direct ownership of its UK business, thloperates Just go through a joint
venture with a 49% shareholding
•There has been no review of the Just go joint venture as part of this merger
Key:
thlRV Rental
thlRV Sales
Apollo RV Rental
Apollo RV Sales
thl owns 49%
Closing rental fleet size
~100
~300
~100 ~100 ~100
~200
~200
~300
~400
~300 ~300
~300
~300
~700
~500
~400 ~400
~500
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21

A Future Fit Merger
The proposed merger is aligned with thl’s Future Fit programmeto improve the sustainability of the business.
Apollo shares our commitment to becoming a business that focuses on multiple stakeholder impacts and
benefits. Through site and fleet rationalisation,
thlwill be able to service our customers using fewer
resources and less environmental impact
20
•The Future-Fit Business Benchmark
used by thlwas developed and is
managed by the Future-Fit
Foundation, a UK-registered charity
•A Future-Fit Society is one which is
environmentally restorative, socially
just and economically inclusive
•This can only be realisedthrough a
rapid and radical shift in the way
our economy works
Climate & Carbon Strategy
Future Fleet Programme
Pooling of financial resources and improved scale accelerates progress on the
electrification of our fleet
Sustainable Procurement
Circular Economy Pilots
Aligned procurement practices and procedures that recognisesocial, economic and
environmental factors
Accelerate
Partnership for Positive Impacts
Bringing together expertise in operational excellence, industry health & safety and local
community engagement in New Zealand and Australia
Ignition
Creating Future-Fit branches
Consolidating and establishing large scale joint branches, incorporating Future Fit needs
around water use, waste and emissions

Financial
Overview

Expected cost-out recurring synergies
1
Indicative phasing of fixedsynergies
-
25%
50%
75%
100%
3Q221Q233Q231Q243Q241Q253Q25
% of fixed synergies realised
Significant Value Creation through Synergy Realisation(1 / 2)
Largely fixed nature of synergies (1) enhances both businesses’ ability to best navigate the recovery and (2) means that signifi cant value is expected to
be created regardless of the COVID recovery profile as the value of synergies comprises a relatively larger proportion of theearnings base of the
combined standalone businesses
22
1.Percentages based on mid point of synergy range
2.Steady-state refers to post COVID recovery period
•Material synergies are expected to arise in the
Combined Group due to recurring cost reduction
•These primarily relate to duplication of corporate
costs and procurement benefits
•Such synergies are expected to deliver a steady-state
2
EBIT uplift of $17m –$19m per annum
•The majority of the fixed cost synergies are expected
to be fully implemented by the end of FY23
•The phasing of variable cost synergies will depend on
the pace of COVID recovery
•Total one-off implementation costs are expected to
be $4m – $7m, with the majority of these to be
incurred by the end of FY23
1
$17m – $19m p.a.$18m – $20m p.a.
51%
49%
18%
20%
31%
30%
EBITCash
VariablePropertyDuplication of corporate costs
Fixed
69%
Fixed
70%

Current and steady statePotential upside
Significant Value Creation through Synergy Realisation(2 / 2)
Largely fixed nature of synergies (1) enhances both businesses’ ability to best navigate the recovery and (2) means that signifi cant value is expected to
be created regardless of the COVID recovery profile as the value of synergies comprises a relatively larger proportion of theearnings base of the
combined standalone businesses
23
Current fleet reduction:
Vehicles which can be extracted
from the Combined Group
immediately
One-off debt reduction:
Total cash flow impact of the
current and steady state fleet
reduction
Recurring savings including
net capex reduction:
Ongoing cashflow benefits of lower
net replacement capex resulting
from a smaller fleet base
Additional upside fleet
reduction:
Additional vehicles which can
potentially be extracted subject to
operational efficiency
improvements
2
Current + steady state
Potential upside
~300
vehicles
Steady state fleet reduction:
Additional vehicles which can be
extracted from the Combined Group
in a steady state environment
~600
vehicles
~$40m
1
Up to
~350
Vehicles,
or
~$30m
1
one-off debt
reduction
Not
quantified
•A significant fleet rationalisationopportunity of up to
~1,250 vehicles is expected due to the ability of the
Combined Group to service rental operations on a
smaller, more optimisedfleet base (i.e. enhanced
utilisation)
•This synergy comprises both:
‒A one-off reduction in net debt as fleet are
permanently removed; and
‒An ongoing reduction in annual replacement
fleet capex required due to smaller fleet size.
•The current state fleet reduction is expected to be
achieved by the start of FY23, with the steady state
fleet reduction dependent on COVID recovery
2
1.Debt reduction per vehicle differs between current and steady state and potential upside due to differences in age of vehicles, mix of vehicles and differences in changes to both purchases and sales
2.Total fleet size is expected to continue to grow over time as the post-COVID operating environment recovers. Additional upside fleet reduction is relative to steady state fleet size

Combined Group indicative shareholdingsTrouchet family
•Luke Trouchet will continue to provide his global expertise to the business with
ongoing involvement in the Combined Group(see page 31)
•Post-merger, the Trouchet family will hold a 13.4% shareholding in the Combined
Group
•Subject to regulatory and other requirements, it is proposed that the Trouchet
family will escrow:
a)90% of their thlconsideration shares for 12 months after the
Implementation Date; and
b)50% of their thlconsideration shares for 24 months after the
Implementation Date.
•The Trouchet family are strongly aligned with the continued growth of the
Combined Group and intend to be a long-term, supportive shareholder
evidenced by:
‒Entry into voluntary escrow
‒Luke Trouchet’s role in the Combined Group as Executive Director –
M&A and Global Transitions
‒High degree of cultural alignment between thl and Apollo
Existing thl
shareholders
75.1%
Trouchet family
13.4%
Other Apollo
shareholders
11.5%
Combined Group Shareholdings and the Trouchet Family
24
thl

25
Dividend Policy
•Prior to being suspended due to the impact of the COVID-19 pandemic, thl's dividend policy was a payout ratio of
75%to90% of NPAT
•Thecurrentintentionof thethlBoardis that dividends willrecommence, most likely at a lowerpayout ratiothanwas paid
prior to theCOVID-19pandemic,oncethe Combined Groupreturns to a sustainable level of profitability
•Thereview of thedividend policywill, among other matters, consider:
1)the equity ratio of theCombinedGroup;
2)theavailability of tax imputation and franking credits;and
3)the Combined Group’s future growth capital requirements, includingas it focuses on re-fleeting in the near-medium
term to take advantage of expected recovery and other opportunities.

Summary of Key Borrowing Facilities
26
Note: exchange rates used for conversion as at 31 October 2021 are 1.048 NZD / AUD, 1.097 NZD / CAD, 1.656 NZD / EUR, 1.954 NZD / GBP, and 1.467 NZD / GBP
1.After the impost of transaction related expenses
2.Excludes non-fleet IFRS 16 lease liabilities
As at 31 October 2021 (NZ$m)
thl Apollothl + Apollo
Fleet financing-123 123
Floor plan-37 37
Bank borrowings, loans & overdrafts5427 80
COVID-19 Support Loans-32 32
Total 54218 272
Cash and equivalents(24)(37)(61)
Total Net Debt
2
29 182 211
•The transaction is subject to refinancing the debt facilities of thland/or the Combined Group with new or
existing financiers with effect from the implementation of the Scheme, and all consents and waivers being
obtained from any continuing financiers of Apollo
•The Combined Group has a significantly enhanced earnings profile, in particular given the anticipated material
synergies available, and as such intends to undertake a refinance in order to optimise its borrowing mix for
future growth
•No additional debt is created because of the merger given the equity consideration
1
– debt reduction can be
achieved through fleet rationalisation
Intentions for the Combined Group
Overview of Current Facilities
•As at 1 December 2021,
thl’scorporate debt facility
limit was $251m
•Apollo uses predominately
fleet and floor plan
financing and Apollo
continues to be able to
draw down on these
facilities for liquidity as
required

Combined Group FY21 Pro Forma Balance Sheet
27
Note: Pro forma statements have been consolidated for brevity. Refer to notes 1 to 6 on page 28 which detail the basis of preparation of the Combined Group pro forma financial information
1)NTA per share has been calculated using the shares outstanding as at 30 June 2021 for each of thland Apollo. For the Combined Group, the Combined Group total shares on issue post-Scheme of 202,292,995 shown on page 34 has been used for the calculation
NZ$m, as at 30 June 2021 thl
Apollo adjusted,
translated and
reclassifiedScheme adjustments
Acquisition adjustment
AMLP
Combined Group pro
forma consolidated BS
Assets
Cash and cash equivalents38.1 48.9 (9.1)-77.8
Trade and receivables and other assets28.7 12.5 (0.4)-40.8
Inventories57.5 57.1 --114.6
Property, plant and equipment273.1 115.2 -(0.9)387.4
Right-of-use assets - Fleet-82.3 --82.3
Right-of-use assets - Property62.3 27.4 --89.7
Intangible assets (including goodwill)51.1 25.0 115.6 -191.7
Investments in/advances to associates and JVs4.9 --0.0 5.0
Investments accounted for using equity method-3.5 --3.5
Other assets22.4 11.2 (10.5)-23.1
Total assets538.1 383.2 95.6 (0.8)1,016.0
Liabilities
Interest bearing loans and borrowings86.8 149.3 --236.1
Trade and other payables25.3 24.0 --49.2
Revenue in advance13.1 17.0 --30.1
Lease liabilities73.3 116.8 --190.1
Other liabilities27.1 34.8 3.3 -65.1
Total liabilities225.5 341.9 3.3 -570.6
Equity
Share capital277.8 89.9 52.8 -420.5
Retained earnings42.3 (35.8)26.7 (0.8)32.3
Other equity(7.5)(12.8)12.8 -(7.5)
Total equity312.6 41.3 92.4(0.8)445.4
Total equity and liabilities538.1 383.2 95.6 (0.8)1016.0
Key balance sheet metrics
Equity ratio (net of intangibles)53.7% 4.5% 30.8%
NTA per share
1
$1.73 $0.09 $1.25

Combined Group FY21 Pro Forma P&L
28
Note 1: Combined Group pro forma financial information is non GAAP financial information. The Combined Group pro forma financial information is presented for informational purposes only and is not intended to present, or be indicative of, what results from operations or financial position would
have been had the events actually occurred on the dates indicated, nor is it meant to be indicative of future results from operations or financial position for any future period or as of any future date. The Combined Group pro forma financial information does not give effect to the potential impact of
current financial conditions, or any anticipated synergies that may result from the implementation of the Scheme and subsequent integration of the two businesses
Note 2: Pro forma statements have been consolidated for brevity. It does not include all the disclosures, statements or comparative information that are required by New Zealand GAAP applicable to full financial statements or to financial statements prepared in accordance with the applicable rules
and regulations of the New Zealand Stock Exchange (“NZX”) and the New Zealand Companies Act 1993
Note 3: Apollo’s financial information has been translated to NZ dollars and reclassified to align the presentation of certain financial statement captions with thl
Note 4: Scheme adjustments relate to impacts on the financial statements arising from the implementation of the Scheme. For the purpose of the Combined Group pro forma financial information, the fair value of Apollo’s identifiable assets acquired, and liabilities assumed, have been presented on a
provisional basis at book value. Scheme adjustments for Administration expenses relate to advisor costs which are expected to be incurred as part of the Scheme implementation. The purchase price consideration is based on the closing share price for thlon the 3rd December 2021. Any material
changes in the share price between this date and the date of acquisition for accounting purposes will impact the purchase price consideration recognised for financial reporting purposes
Note 5: During the 2021 financial year, thl acquired the remaining 50% interest in AMLP, an RV manufacturer, that it did not already own. This transaction occurred on 28 February 2021. A pro forma adjustment has been included to reflect the impact of this acquisition as if it occurred from 1 July
2020. The pro forma adjustment includes eight months of trading for the period 1 July 2020 to 28 February 2021. These adjustments include the elimination of the impact of intercompany trading between thland AMLP
Note 6: Apollo financial information has been currency adjusted at 0.9310 NZD / AUD for the purposes of the Balance Sheet, and currency adjusted at 0.9327 NZD / AUD for the purposes of the P&L and Cash Flow
Pro forma financial information notes (relating to pages 27 – 29)
NZ$m, twelve months ending 30 June 2021thl
Apollo adjusted,
translated and
reclassifiedScheme adjustments
Acquisition adjustment
AMLP
1
Combined Group pro
forma consolidated P&L
Sales of services
130.057.00.00.0187.1
Sales of goods
229.1256.10.014.7499.9
Total revenue
359.2313.10.014.7687.0
Cost of sales
(186.0)(228.0)0.0(10.3)(424.3)
Gross profit
173.185.10.04.4262.6
Administration expense
(37.9)(16.6)(9.1)(1.9)(65.4)
Operating expenses
(150.0)(85.8)0.0(3.6)(239.4)
Other income
6.51.40.00.68.4
Operating (loss) / profit before financing costs
(8.3)(15.8)(9.1)(0.5)(33.7)
Net finance costs
(10.8)(11.0)0.0(0.3)(22.2)
Share of profit / (loss) from associates and joint ventures
0.70.00.0(0.0)0.7
(Loss) / profit before tax
(18.4)(26.8)(9.1)(0.8)(55.2)
Income tax benefit
3.97.70.00.011.5
(Loss) / profit for the year
(14.5)(19.1)(9.1)(0.8)(43.6)

Combined Group FY21 Pro Forma Cash Flow
29
NZ$m, twelve months ending 30 June 2021thl
Apollo adjusted,
translated and
reclassifiedScheme adjustments
Acquisition adjustment
AMLP
Combined Group pro
forma consolidated CF
Cash flows from operating activities
Receipts from customers150.5 242.2 --392.7
Proceeds from sale of goods222.3 122.6 -42.4 387.3
Payments to suppliers and employees(159.8)(242.6)(9.1)(26.1)(437.6)
Purchase of rental assets(119.9)(23.4)--(143.3)
Net interest paid / (recevied)(10.8)(11.5)-(0.2)(22.5)
Taxation received / (paid)2.0 0.9 -0.0 3.0
Other operating cash flows2.7 ---2.7
Net cash flows from operating activities87.0 88.4 (9.1)16.1 182.3
Cash flows from investing activities
Net sale / (purchase) on property, plant & equipment(1.1)(1.1)-(0.4)(2.6)
Other investing cash flows 0.5 (0.6)--(0.1)
Net cash flows used in investing activities(0.6)(1.8)-(0.4)(2.8)
Cash flows from financing activities
Payment for lease liability principal(7.7)(45.0)--(52.8)
Net proceeds / (repayments) from borrowings(74.6)(18.6)-(15.8)(108.9)
Other financing cash flows 0.3 ---0.3
Net cash flows used in financing activities(82.0)(63.6)-(15.8)(161.4)
Net increase in cash and cash equivalents4.4 22.9 (9.1)(0.1)18.1
Opening cash and cash equivalents35.5 25.2 n.a 0.1 60.8
Exchange (losses)/gains on cash and cash equivalents(1.8)0.7 n.a n.a (1.1)
Closing cash and cash equivalents38.1 48.9 (9.1)-77.8
Note: Pro forma statements have been consolidated for brevity. Refer to notes 1 to 6 on page 28 which detail the basis of preparation of the Combined Group pro forma financial information

Governance
and
Management

Sophie Mitchell
Independent
Director
Board and Executive Management
The Combined Group will be governed by a transitional Board of 10 directors, comprising the existing thlboard as well as2 Independent
Directors from the Apollo Board, Grant Webster and Luke Trouchet as Executive Directors. This transitional Board is expected to be in
place until the 2022 Annual Meeting at which point a new Board consisting of no more than 8 directors will be appointed
31
Grant was appointed to the position of Chief Executive Officer of thlin December 2008. Grant is currently the
Deputy Chair of the TIA (Tourism Industry Aotearoa) Board, on the Government working group on responsible
camping, and was a co-Chair for the New Zealand Government’s Tourism Futures Taskforce in 2020. Grant joins
the Board as Managing Director
Grant Webster
CEO and Managing
Director
New additions to the thlBoard
Continuing Board members
Executive management
•The Combined Group’s Executive team
will include Grant Webster remaining in
the role of Chief Executive Officer, in
addition to joining the Board as
Managing Director
•Luke Trouchet will also be appointed to
the new role of Executive Director –
M&A and Global Transitions. In this
role, Luke will oversee a number of
business projects that are
contemplated over the coming years,
including transitional projects in
relation to chassis procurement,
manufacturing, dealerships and
technology solutions, as well as
exploration of global M&A
opportunities
•Nick Judd will be remaining in the role
of Chief Financial Officer of the
Combined Group
•The specific Executive structure of the
Combined Group, including how
duplicate Executive roles between ATL
and thlare to be addressed, are
currently under review. Once
determined, the remaining Executive
structure will be implemented following
a transitional period after completion
of the Scheme
Luke Trouchet has been a non-independent director of Apollo since September 2016. Luke was appointed as the
Chief Executive Officer and Managing Director of Apollo’s predecessor entities in 2001, and of Apollo in
September 2016 (when Apollo was incorporated). Since that time he has led the organisationthrough a strong
growth period, expanding internationally into NZ, USA, Canada, United Kingdom and Europe
Luke Trouchet
Non-Independent,
Executive Director
Sophie has been an independent director of Apollo since September 2016. She is a non-executive director of
Corporate Travel Management Limited, MorgansHoldings (Australia) Limited and is also a member of the
Queensland Advisory Board for AustralianSuper, a board member of the Australia Council for the Arts, and a
board member of Myer Family Investments Pty Ltd. Sophie is a former member of the Australian Takeovers Panel
Robert joined the Apollo Board as an independent director in January 2020. Rob is an experienced director with
current ASX roles including independent director and Chair of the Audit & Risk committee of Flight Centre Travel
Group Ltd and independent chairman of RightCrowdLimited. He is also Chairman of Goodman Private Wealth Ltd
and has several pro bono Board or Advisory Board roles with not-for-profit organisations
Robert Baker
Independent
Director
Rob Campbell
Chairman
Guorong Qian
Non-Independent Director
Rob Hamilton
Independent Director
Cathy Quinn
Independent Director
Debbie Birch
Independent Director
GráinneTroute
Independent Director

Transaction
Process

33
Transaction Overview and Conditions
•The merger will be implemented
by way of an Australian Scheme
of Arrangement whereby thl
acquires all shares in Apollo
(excluding thl), this is expected
to take effect in Q4 FY22
•Apollo will become a wholly-
owned subsidiary of thl
•thlwill be listed on the
Australian Securities Exchange
(ASX) as a foreign exempt listing
The Scheme is subject to a number of conditions. Full details of these conditions are set out in the Scheme
Implementation Deed.
These conditions include:
•Each party obtaining all necessary regulatory approvals or waivers (including Australian competition and foreign
investment (ACCC and FIRB) and New Zealand competition (NZCC) approvals)
•Approval of 75% of votes cast and more than 50% of members voting at a meeting of Apollo shareholders
•Approval of the Supreme Court of Queensland
•The receipt of an independent expert report which concludes the Scheme is in the best interests of Apollo shareholders
•thl obtaining ASX foreign exempt listing approval
•No prescribed occurrences in relation to thl or Apollo
•No material adverse change or certain specific company events in relation to thl or Apollo
•Each party’s warranties remaining true and correct in all material respects
•The Trouchet family entering into escrow arrangements, as set out on page 24
•Prior to the Second Court Date, thlobtaining confirmation from its insurers that its existing Directors and Officers
insurance policy is extended to include the Scheme
•No restraining orders that prohibit, materially restrict, make illegal or restrain the completion of the Scheme
•Refinancing the debt facilities of thland/or the Combined Group with new or existing financiers with effect from the
implementation of the Scheme on terms acceptable to thland Apollo and all conditions to drawdown being satisfied or
waived by the Second Court Date (including obtaining all necessary approvals for the refinancing)
•All consents and waivers being obtained from any continuing financiers of Apollo that are necessary in the opinion of thl
or Apollo the Scheme and the ongoing funding of the Combined Group in an acceptable form
•All necessary consents in connection with the Scheme are obtained in connection with a list of material Apollo contracts
No thl shareholder approval is required for the Scheme

34
Key Merger Metrics
•As consideration, thlwill issue 1 new ordinary thlshare for every
3.680818 ordinary Apollo shares held by Apollo shareholders
(excluding thl) as at the date of Scheme Implementation Deed
1
•thlcurrently holds 898,150 ordinary shares in Apollo being 0.5% of
Apollo ordinary shares on issue at the date of the Scheme
Implementation Deed. No new shares will be issued to thlin relation
to its shareholding in Apollo
•The merger will result in Apollo shareholders (excluding thl) owning
24.9% of the Combined Group and thlshareholders owning 75.1% of
the Combined Group
3
. The Trouchet Family (who are currently 53.4%
of Apollo) will become 13.4% shareholders of the Combined Group
Apollo shareholders receive 25% of
Combined Group
Apollo shareholders (ex. thl) receive
24.9% of Combined Group
thlshareholders therefore receive
75.1% of Combined Group
1)The consideration shares of shareholders with an address other than in Australia, New Zealand , the United Kingdom or other jurisdictions agreed by Apollo and thlwill be issued to a nominee and sold with the
proceeds paid to the shareholder
2)Any entitlements to a fraction of a new thlshare arising under the calculation of scheme consideration will be rounded to the nearest new thlshare (and if the fractional entitlement would include one-half of a thl
consideration shares, the entitlement will be rounded up)
3)Based on the respective ordinary shares on issue for thl(and Apollo) as at the date of the Scheme Implementation Deed. The total number of thlordinary shares on issue may change prior to completion of the
Scheme in the event that any shares vest under existing LTI schemes
Combined Group share composition
Apollo current shares on issue186,150,908
Apollo shares held by thl898,150
Apollo current shares on issue (excl. thl held)185,252,758
Conversion ratio3.680818
thl shares issued to Apollo shareholders (excl. thl)50,329,236
2
thl current shares on issue
3
151,963,759
Combined Group shares on issue202,292,995
2
Merger consideration
Resulting ownership of Combined Group
Reflects Apollo shares
currently owned by thl

Indicative Timetable
35
Key eventIndicative date
Enter in Scheme Implementation Deed
10 December 2021
Lodge Explanatory Booklet with ASIC and ASX for review and comment
Q3 FY22
First Court Date
Q3 FY22
Explanatory Booklet registered by ASIC
Q3 FY22
Dispatch Explanatory Booklet to Independent Shareholders
Q3 FY22
Scheme Meeting
Q3 FY22
Second Court Date
Q4 FY22
Effective Date – lodge office copy of Court order approving the Scheme with ASIC
Q4 FY22
Scheme Record Date
Q4 FY22
Implementation Date
Q4 FY22
Note: All dates are indicative only and subject to change. The dates assume there are no delays or complications with respecttoany of the court and regulatory approvals and are dependent on the timing of satisfaction
of the conditions precedent referred to on page 33

Transaction Advisors
36
AdvisorRole
Jarden
Financial advisor
MinterEllisonRuddWatts
Legal advisor (New Zealand)
MinterEllison
Legal advisor (Australia)
Baker McKenzie
Legal advisor (North America)
KPMG
Synergy Due Diligence;
Accounting advisor
Deloitte
Tax advisor
Richard Wallace
Banking advisor
Transaction costs
•thlcosts associated with the transaction to date will be included within the half year
results and are expected to be approximately $2m
•thlexpects to continue to incur further transaction costs in H2 FY22, including costs
which are conditional on the transaction settling

Key Risks (1 / 3)
37
RiskDescription
Completion of the Scheme is subject
to various Scheme Conditions
The implementation of the Scheme is subject to the satisfaction or waiver of the conditions precedent to the Scheme(which are included at clause 3 of the Scheme
Implementation Deed and summarised on page 33 of this Investor Presentation) (Scheme Conditions).
The Scheme will not proceed if the relevant Scheme Conditions are not satisfied or waived (as applicable) before the End Date(which is currently 29 April 2022 unless at that
time the only Scheme Conditions that need to be satisfied are the approval by the Australian Competition and Consumer Commission, Commerce Commission and Foreign
Investment Review Board, in which the End Date will be 30 June 2022).
There can be no certainty, nor can thlprovide any assurance, that these conditions will be satisfied or waived (where applicable), or if satisfied or waived (whereapplicable),
when that will occur. There are also a number of conditions which are outside the control of thl, including, but not limited to, approval of the Scheme by the requisite
majorities of ATL Shareholders, approval by the Court and receipt of an independent expert report which concludes the Scheme is in the best interest of Apollo shareholders.
In addition, one of the Scheme Conditions relates to thl entering into an agreement with its financiers to refinance its existing debt facilities or the debt facilities of all or part of
the Combined Group, and obtaining all necessary approvals in respect of the entry into any such refinancing. There can be noassurance that that refinancing will be able to be
achieved or the terms on which that financing may be able to be obtained.
Scheme Implementation Deed may
be terminated
Each of ATL and thlhas the right to terminate the Scheme Implementation Deed in certain circumstances as set out in the Scheme Implementation Deed. Accordingly, there is
no certainty that the Scheme Implementation Deed will not be terminated by either ATL or thlbefore the implementation of the Scheme if any of those circumstances occur.
Court approvalThere is a risk that the Court may not approve the Scheme, either at all or in the form proposed, or the Court’s approval of theScheme may be delayed. In particular, if there is
a material change in circumstances between the meeting and the second court date, the Court will take the change into accountindeciding whether it should approve the
Scheme. If there is a material change of sufficient importance so as to materially alter the Scheme, there is a risk that the Court may not approve the Scheme on the second
court date.
Superior proposal may emergeThere is a risk that a superior proposal for ATL, which is more attractive for ATL Shareholders than the Scheme, may materialisein the future. ATL has the ability to respond to
any bona fide competing proposal made by or on behalf of a person that the ATL Board considers is of sufficient commercial standing, is reasonably expected to lead to a
superior proposal and (subject to receiving legal advice from ATL's external legal advisors) failure to respond to the competingproposal will constitute a breach of fiduciary or
statutory duties of the ATL board).If ATL receives such a competing proposal then thl may be unwilling to increase its offer under the Scheme which may mean that the
Scheme does not proceed.
Integration risk and realisation of
synergies
There is a risk that thl's business and assets are not integrated effectively with ATL’s business and assets, that the expected synergies are unable to berealised or
implementation costs are greater than anticipated. Any failure to achieve expected synergies (including the consolidation of systems and processes) or an increase in
implementation costs may impact on the financial performance and position of the Combined Group. The integration of thland ATL into a Combined Group may encounter
unexpected challenges or issues. There is a risk that integration could take longer or cost more than anticipated, including as a result of the COVID-19 pandemic, travel
restrictions and social distancing requirements, or that the expected benefits and synergies of the Scheme may be less than estimated. There is further risk of disruption to the
ongoing operation of both businesses, reduced employee productivity or unintended loss of key personnel or expert knowledge arising as a result of the Scheme, particularly
through the period between announcement and implementation of the Scheme (which has the potential to be significant given thele ngthy court and regulatory processes).

Key Risks (2 / 3)
38
RiskDescription
COVID-19
The global impact of the COVID-19 pandemic, and the advice and responses from health and regulatory authorities, is continuouslydeveloping. The COVID-19 pandemic has
had and continues to have a significant adverse impact on the tourism industry globally. It has also had and may continue to have unpredictable and significant impact on
capital markets and share prices and may adversely impact the Combined Group's business and financial performance for the foreseeable future.
The Combined Group may be impacted both by deterioration in macroeconomic conditions generally and specifically in relation to its operations. To date, the COVID-19
pandemic has affected, amongst other things, economic conditions, employment markets, equity markets, regulatory policy and caused governmental action including,
mandatory quarantine, self-isolations, border closures and other travel related restrictions. Both thland ATL’s businesses have been impacted by various domestic and
international travel restrictions in New Zealand and Australia. In the United States and Canada, there is yet to be a meaningfulreturn of international tourism activity.
Over the medium to longer term, the extent to which the COVID-19 pandemic will continue to impact the Combined Group will be primarily based on how long it takes for
international tourism to return and whether international tourism returns to pre-COVID-19 levels. However, given the ongoing anddynamic nature of the COVID-19 pandemic,
the measures implemented to try to control it and the resulting volatility in financial, commodity and other markets, it is not possible to predict the impact that the COVID-19
pandemic and related measures taken to try to control the COVID-19 pandemic will have on the Combined Group’s business (or on the operations of the Combined Group’s
customers, suppliers and other businesses upon which the Combined Group relies), and the length of time of such impact. Giventhe nature of the Combined Group’s business,
it is likely to continue to be affected by, among others, the geographic spread of the virus; changes in the severity of the disease; mutations in the COVID-19 virus (including
Omicron); the duration of the pandemic; the availability and effectiveness of vaccines; actions that may be taken by Australian and New Zealand governmental authorities and
governmental authorities in the other jurisdictions outside Australia and New Zealand in which the Combined Group operates inre sponse to the pandemic, including actions to
relax or further tighten existing travel, social distancing and other restrictions. The COVID-19 pandemic and such responsive measures could also impact the Combined Group’s
ability to effectively implement its strategy, risk management framework and internal controls and procedures.
To the extent that the COVID-19 pandemic outbreak adversely affects the Combined Group’s business and financial performance, it may also have the effect of exacerbating
many of the other risks identified in this Investor Presentation.
Decline in vehicle sales demand
Globally, recent demand for motorhomes has been high. If, for whatever reason, there was a decline in vehicle sales demand, in conjunction with a potential extended border
closure environment as a result of the COVID-19 pandemic, the Combined Group may be unable to adjust fleet size downwards, resulting in excess fleet being carried globally.
A reduction in vehicle sales demand may also lead to a reduction in pricing, impacting the quantum of ‘embedded equity’ (the difference between market value and book value
of vehicles in the Combined Group’s fleet).

Key Risks (3 / 3)
39
RiskDescription
Supply chain / market conditions
The COVID-19 pandemic has had a significant impact on global supply chains, which in turn has had and continues to have an adverse impact on ATL and thl.
Both ATL and thlare facing supply chain difficulties. thlis reliant on a delivery of vehicles that have been ordered for its USA, New Zealand and Australian businesses, in order to
replenish a proportion of vehicles that have been recently sold. If for whatever reason, the delivery of vehicles does not eventuate, or is delayed, then this will have an impact
on the Combined Group’s performance as (a) the Combined Group may need to reduce vehicle sales to ensure it maintains an appropriate fleet size, and (b) the Combined
Group would have a smaller fleet if vehicle sales were continued at the expected pace. Future supply shortages may have an adverse effect on the financial performance of the
Combined Group.
In addition, there are several expected synergies resulting from thland ATL leveraging each other’s suppliers to procure inputs at lower costs (e.g. chassis, tyres, brakes, etc.).
There is a potential risk that the Combined Group will be unable to realise these cost savings in the shorter term, due to supply chain difficulties.
Competitive industry
The market for products and services targeting the RV lifestyle or enthusiast market is highly fragmented and competitive. New competitors may enter the market or existing
competitors could join together to consolidate their positions. It is also possible for competitors to create new opportunities through digital market disruption and potentially
change the manner in which consumers use RV rental services. Increased or improved competition may adversely affect the CombinedGroup’s financial performance and key
business. Factors that may impact Combined Group’s performance include: new or improved products made available by its competitors; the Combined Group’s pricing and
competitiveness; technological and regulatory change; and ability to respond to changing preferences of the Combined Group’s cli ents.
Other risks
Additional risks and uncertainties not currently known to thlmay also have a material adverse effect on the business thl, ATLor the Combined Group and the information set
out above does not purport to be, nor should it be construed as representing, an exhaustive list of the risks of ATL, thlor the Combined Group. These additional risks could
include general economic and geo-political risks, climate-related risks, regulatory risks, personnel risks, key supplier risks, litigation risks and reputation risks.

Appendix:
thl Trading
Update

thl Trading Update (1 / 2)
41
H1 FY22 net profit after tax
•As advised at the 2021 Annual Meeting, H1 FY22 will be below the prior corresponding period (pcp) result due to:
‒ongoing domestic travel restrictions in New Zealand and Australia; and
‒the earlier 2021 USA summer season having performed below expectations.
•The USA autumn shoulder season has performed in line with the pcp, and has experienced stronger than expected
bookings for winter.
•The vehicle sales market remains strong, with average sales margin growth exceeding the pcpin all jurisdictions. As
previously indicated, the current sales margins being achieved are transitory in nature as we sell vehicles purchased prior
to the COVID-19 pandemic in today’s market conditions. We expect higher than historical margins to remain throughout
FY22 and potentially into H1 FY23, and then return to historical norms.
•Action Manufacturing and Just go have performed well. In particular, Action Manufacturing is currently on track for $1m+
EBIT growth on the pcp.
•Variable costs have been closely managed in all jurisdictions.
•Inclusive of transaction costs incurred to date for the Apollo merger (~$2m for the half year), we expect that the result for
H1 will be a net loss after tax of between $4m -$7m.

thl Trading Update (2 / 2)
42
H2 FY22
•The outlook for H2 FY22 in New Zealand and Australia remains uncertain, as both markets currently have some form of
domestic travel restrictions in place.
•While the respective Governments have provided an indicative timetable for the relaxation of international borders, it
remains too early to understand what potential international demand could return in H2 FY22.
•Based on the New Zealand Government’s announcement on border settings, it is unlikely that there will be any meaningful
Trans-Tasman travel in H2.
•International booking intake for the April – May shoulder season in the USA has been positive, although it is too early to
get a clear indication of the potential demand for the 2022 summer season.
•As previously stated, thl’s H2 result is expected to be above the pcpas domestic (and to a lesser extent international)
travel restrictions ease and thlcontinues to capitaliseon strong vehicle sales demand.
•thlis closely monitoring development of the Omicron variant to assess the potential impact on travel sentiment and
international and domestic travel restrictions in its operating jurisdictions, and at this point there have not been any clearly
identifiable trends.
Net debt and capital expenditure
•Net debt as at 30 November was approximately $20m, as thlcontinues to capitaliseon the strong vehicle sales
market.Consequently, thlexpects that net capital expenditure for FY22 will be at the lower end of previously stated
guidance (between $25m to $60m).
•There is some uncertainty regarding the timing of new vehicle deliveries and as a result thlis limiting sales in New Zealand
and the United States. Vehicle supply challenges are ongoing but considered manageable for 2022.

2021 ANNUAL MEETING
END

---

Level 22 Waterfront Place 1 Eagle Street
Brisbane Qld 4000 Australia DX 102 Brisbane
T +61 7 3119 6000 F +61 7 3119 1000
minterellison.com








Execution Version


Scheme
Implementation Deed
⎯
Apollo Tourism & Leisure Ltd (ATL)
Tourism Holdings Rentals Limited ARBN 655 142
028, a foreign company registered in its original
jurisdiction of New Zealand as Tourism Holdings
Limited (thl)
THL Group (Australia) Pty. Ltd. (thl Acquirer)
⎯

Scheme Implementation Deed
MinterEllison
| Ref: SJK GIG 1264941 Page2

Scheme Implementation Deed

Details 5
Agreed terms 6
1. Defined terms & interpretation 6
1.1 Defined terms 6
1.2 Interpretation 17
1.3 Headings 18
1.4 Business Day 18
1.5 Consents or approvals 18
1.6 Listing requirements included as law 18
1.7 Reasonable endeavours 18
2. Agreement to propose and implement Scheme 18
2.1 ATL to propose Scheme 18
2.2 thl Acquirer to acquire Scheme Shares 18
2.3 Agreement to implement Scheme 19
2.4 Delivery of information 19
3. Conditions precedent and pre-implementation steps 19
3.1 Conditions to Scheme 19
3.2 Benefit and waiver of conditions precedent 22
3.3 Reasonable endeavours 22
3.4 Notifications 23
3.5 Certificate 23
3.6 Court approval 24
3.7 Scheme voted down because of Headcount Test 24
3.8 Conditions not capable of being fulfilled 24
3.9 Interpretation 25
4. Scheme Structure 25
4.1 Scheme 25
4.2 Scheme Consideration 25
4.3 Allotment and issue of thl Consideration Shares 25
4.4 ASX Admission 26
4.5 Deed Poll 27
5. Recommendation, intentions and announcements 27
5.1 ATL Board Recommendation and Voting Intention 27
5.2 Exclusion from Recommendation 27
5.3 Confirmation 28
5.4 Promotion of Scheme 28
6. Proposed Transaction – parties' respective implementation obligations 28
6.1 ATL's obligations 28
6.2 thl's obligations 31
6.3 Explanatory Booklet – preparation principles 32
7. Conduct of business before the Implementation Date 34
7.1 Conduct of ATL business 34
7.2 Permitted activities by ATL 36
7.3 Conduct of thl business 37
7.4 Permitted activities by thl 39
7.5 Access 39

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| Ref: SJK GIG 1264941 Page3

7.6
Change of control rights 40
8. Actions on and following Implementation Date 41
8.1 Reconstitution of the board of thl and each member of the ATL Group 41
8.2 Sequence of actions on the Implementation Date 42
9. Representations and warranties 42
9.1 thl representations regarding thl and thl Acquirer 42
9.2 thl's indemnity 45
9.3 Qualifications on thl's representations, warranties and indemnities 45
9.4 ATL representations 45
9.5 ATL's indemnity 48
9.6 Qualifications on ATL's representations, warranties and indemnities 48
9.7 Notifications 48
9.8 Survival of representations 48
9.9 Survival of indemnities 49
10. Releases 49
10.1 ATL Parties 49
10.2 thl Parties 49
10.3 Deeds of indemnity 49
10.4 Directors' and officers' insurance 50
10.5 Obligations in relation to directors' and officers' insurance 50
11. Confidentiality and announcements 51
11.1 Confidentiality 51
11.2 Announcements 51
11.3 Statements on termination 51
12. Termination 51
12.1 Termination by notice 51
12.2 Termination for breach of representations and warranties 52
12.3 Effect of termination 52
13. Break Fees 52
13.1 Background 52
13.2 Costs incurred by the parties 53
13.3 Payment by ATL to thl 53
13.4 Payment by thl to ATL 54
13.5 Limits on Claims 54
14. Exclusivity 55
14.1 No existing discussions 55
14.2 No shop restriction 55
14.3 No talk restriction 55
14.4 No due diligence 56
14.5 Exceptions 56
14.6 ATL exclusivity warranty and undertakings 56
14.7 Notice of Competing Proposal 57
14.8 ATL's response to Competing Proposal and thl's right to respond 57
14.9 Normal provision of information 58
15. Modification of ATL Break Fee,
thl Break Fee or exclusivity arrangements 59
15.1 Modifications following regulatory intervention 59
15.2 No requirement to act unless decision final 59
15.3 Appeals and review of regulatory decisions 59
15.4 Determination by Governmental Agency 59
16. Notices 60

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17. General 60
17.1 Further acts 60
17.2 Timetable 60
17.3 Payments 60
17.4 Interest 60
17.5 GST 61
17.6 Stamp duty 61
17.7 Expenses 61
17.8 Amendments 61
17.9 Assignment 61
17.10 Waiver 62
17.11 Counterparts and electronic execution 62
17.12 Entire agreement 62
17.13 No representation or reliance 62
17.14 No merger 62
17.15 Governing law and jurisdiction 63
Schedule 1 – Indicative timetable 64
Schedule 2 – Scheme 65
Schedule 3 – Deed Poll 66
Signing page 67

Scheme Implementation Deed
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| Ref: SJK GIG 1264941 Page5

Details
Date

Parties
Name Apollo Tourism & Leisure Ltd ACN 614 714 742
Country of incorporation Australia
ABN 67 614 714 742
Short form name ATL
Notice details 698 Nudgee Road, Northgate QLD 4013, Australia
Email: luke@apollocamper.com.au
Attention: Luke Trouchet

Name Tourism Holdings Rentals Limited ARBN 655 142 028, a foreign company
registered in its original jurisdiction of New Zealand as Tourism
Holdings Limited
Country of incorporation New Zealand
Co. No. 248179
NZBN 9429039926081
Short form name
thl
Notice details Level 1, 83 Beach Street, Auckland City, Auckland 1140, New Zealand
Email: grant.webster@thlonline.com
Attention: Grant Webster

Name THL Group (Australia) Pty. Ltd. ACN 055 966 222
Country of incorporation Australia
ABN 68 055 966 222
Short form name
thl Acquirer
Notice details Level 1, 83 Beach Street, Auckland City, Auckland 1140, New Zealand
Email: grant.webster@thlonline.com
Attention: Grant Webster



Background
A ATL, thl and thl Acquirer have agreed to implement the Proposed Transaction on and subject to
the terms and conditions of this deed.
B ATL,
thl and thl Acquirer have agreed certain other matters in connection with the Proposed
Transaction as set out in this deed.

10 December 2021

Scheme Implementation Deed
MinterEllison
| Ref: SJK GIG 1264941 Page6

Agreed terms
1. Defined terms & interpretation
1.1 Defined terms
In this deed, unless the context otherwise requires, the following words and expressions have
meanings as follows:
ACCC means the Australian Competition and Consumer Commission.
Acceptable Confidentiality Deed means a confidentiality deed which contains obligations on the
recipient of confidential information which are no less onerous in any material respect than the
obligations of
thl under the Confidentiality Deed.
Adviser means in relation to an entity:
(a) a financier to the entity in connection with the Proposed Transaction; or
(b) a financial, corporate, legal, technical or other expert adviser or consultant, who provides
advisory or consultancy services in a professional capacity in the ordinary course of its
business and has been engaged in that capacity in connection with the Proposed
Transaction by the entity.
Announcement means:
(a) an announcement by ATL in relation to the Proposed Transaction; or
(b) an announcement by
thl in relation to the Proposed Transaction,
as the context requires and, in each case, in the form agreed by ATL and
thl (both acting
reasonably), prior to the execution of this deed.
ASIC means the Australian Securities and Investments Commission.
Associate has the meaning given in Division 2 of Part 1.2 of the Corporations Act as if
section 12(1) of that Act included a reference to this deed and ATL was the designated body.
ASX means ASX Limited (ABN 98 008 624 691) or, if the context requires, the financial market
known as the Australian Securities Exchange operated by it.
ASX Admission means the admission of thl to the official list (as defined in the ASX Listing
Rules) of ASX as an ASX foreign exempt listing and the quotation of thl Shares on ASX.
ASX Listing Rules means the official listing rules of ASX as amended from time to time.
ATL Board means the board of directors of ATL (or any committee of the board of directors of
ATL constituted to consider the Proposed Transaction on behalf of ATL).
ATL Break Fee has the meaning given to that term in clause 13.3(a).
ATL Data Room means the Project Artemis – ATL data room hosted by Ansarada at the URL
address https://dataroom.ansarada.com/_mvc/Dr.Project.Artemis%7C83273/.
ATL Director means a director of ATL.
ATL Group means ATL and its Subsidiaries. A reference to a member of the ATL Group or an
ATL Group Member is a reference to ATL or any of its Subsidiaries.
ATL Information means information to be included by ATL in the Explanatory Booklet that
explains the effect of the Scheme and sets out the information prescribed by the Corporations Act
and the Corporations Regulations 2001 (Cth), and any other information that is material to the
making of a decision by the Independent Shareholders as to whether or not to vote in favour of
the Scheme (including any supplementary disclosure in respect of the Scheme), being information
that is within the knowledge of the ATL Board and has not previously been disclosed to
Independent Shareholders but does not include the
thl Information, the Independent Expert's
Report, the Investigating Accountant’s Report and any report or opinion prepared by an

Scheme Implementation Deed
MinterEllison
| Ref: SJK GIG 1264941 Page7

accounting firm in relation to the potential taxation consequences of the Scheme on Scheme
Shareholders to be included in, or to accompany, the Explanatory Booklet.
ATL Material Adverse Change
means a change, event, circumstance or occurrence (singularly
or in combination) which results in or has the effect of (or which with the lapse of time is
reasonably likely to result in or have the effect of):

(a) resulting in the average price for ex-rental vehicles sold by the ATL Group during any two
calendar month period ending on the last day of a calendar month between the date of
this deed and the Second Court Date in any of:
(i) Australia;
(ii) New Zealand; or
(iii) Canada,
being:
(iv) 15% or more below the average price for ex-rental vehicles sold by the ATL Group
in any relevant region (referred to in paragraphs (i) to (iii) above) over the six
calendar month period ending on 30 November 2021; or

(v)
10% or more below the average price for ex-rental vehicles sold by the ATL Group
in all regions (referred to in paragraphs (i) to (iii) above) over the six calendar
month period ending on 30 November 2021;

(b) materially impacting in an adverse manner on the Financial Indebtedness or debt
arrangements of the ATL Group, including where a demand is made for repayment of any
Financial Indebtedness or the Financial Indebtedness becomes repayable in advance of
its maturity;
(c) the business of the ATL Group being unable to be carried on in substantially the same
manner as it is carried on at the date of this deed, including as a result of an adverse
effect on the status or terms of any licences, permits or authorisations from any
Governmental Agency applicable to ATL; or
(d) materially impacting the reputation of the ATL Group, including in relation to its good
standing with any Governmental Agency having jurisdiction over the conduct of business
of the ATL Group (including any regulatory investigation, legal proceeding or class action),
other than an event, circumstance or occurrence:
(a) required to be done or procured by ATL under this deed or the Scheme or the transactions
contemplated by either;
(b) to the extent that:
(i) it was Fairly Disclosed in the Due Diligence Material (or which ought reasonable to
have been expected to arise from a matter, event or circumstance which was so
disclosed);
(ii) it was consented to in writing by thl (in its absolute discretion);
(iii) it was Fairly Disclosed in documents that were publicly available prior to the date
which is 2 Business Days prior to the date of this deed from public filings of ATL
with ASX or ASIC;
(iv) it results from a change in generally applicable accounting standards or principles;
(v) it results from a change in any applicable law or policy required by law or general
economic, political or regulatory conditions in Australia, New Zealand, Canada or
the United Kingdom or that otherwise affects or otherwise has an impact on
Australia, New Zealand, Canada or the United Kingdom; or
(vi) it results from any acts of war or terrorism, natural disaster or pandemic (including
COVID-19), or any escalation of the same, affecting businesses like those
operated by ATL generally.
ATL Parties means each member of the ATL Group and their respective Authorised Persons.

Scheme Implementation Deed
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| Ref: SJK GIG 1264941 Page8

ATL Prescribed Occurrence means the occurrence of any of the following on or after the date of
this deed:
(a) ATL converts all or any of its shares into a larger or smaller number of shares (see
section 254H of the Corporations Act);
(b) any member of the ATL Group resolves to reduce its share capital in any way;
(c) any member of the ATL Group:
(i) enters into a buy-back agreement; or
(ii) resolves to approve the terms of a buy-back agreement under subsection 257C(1)
or 257D(1) of the Corporations Act;
(d) any member of the ATL Group issues securities, or grants a performance right, or an
option over its securities, or agrees to make such an issue or grant such a right or an
option;
(e) any member of the ATL Group issues, or agrees to issue, convertible notes;
(f) other than in the ordinary course of business of the ATL Group (as determined by
reference to the course of business during the 12 months prior to the date of this deed),
any member of the ATL Group disposes, or agrees to dispose, of the whole, or a
substantial part, of its business or property where that business or property represents
more than 10% of the equity value of the ATL Group;
(g) any member of the ATL Group creates or agrees to create, any security interest over the
whole, or a substantial part, of its business or property;
(h) an Insolvency Event occurs in relation to any member of the ATL Group;
(i) ATL pays, declares, distributes or incurs a liability to make or pay a dividend, bonus or
other share of its profits, income, capital or assets by way of dividend or other form of
distribution;
(j) any member of the ATL Group makes any change to its constitution or convenes a
meeting to consider a resolution to change a constitution of any member of the ATL
Group;
(k) any member of the ATL Group ceases, or threatens to cease to, carry on the business
conducted as at the date of this deed;
(l) any member of the ATL Group (other than a dormant, non-operating member of the ATL
Group) being deregistered as a company or being otherwise dissolved;
(m) any disposal of shares or securities by a member of the ATL Group in any member of the
ATL Group other than to a member of the ATL Group; or
(n) any member of the ATL Group directly or indirectly authorises, commits or agrees to take
or announces any of the actions referred to in paragraphs (a) to (m) inclusive above
insofar as it applies to the member of the ATL Group the subject of such direct or indirect
authorisation, commitment, agreement or announcement,
provided that an ATL Prescribed Occurrence will not include any matter:
(o) required to be done or procured by the ATL Group under this deed or the Scheme;
(p) required by law or by an order of a court or Governmental Agency;
(q) to the extent it is Fairly Disclosed in filings of ATL with the ASX in the 24 months prior to
the date of this deed;
(r) to the extent it is Fairly Disclosed in the Due Diligence Material; or
(s) the undertaking of which
thl has previously approved in writing.
ATL Register means the register of shareholders maintained by ATL under section 168(1) of the
Corporations Act.

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| Ref: SJK GIG 1264941 Page9

ATL Related Person means, in respect of ATL:
(a) a Related Body Corporate of ATL; and
(b) any director, officer, member or employee of ATL or of a Related Body Corporate of ATL.
ATL Share means an issued fully paid ordinary share in the capital of ATL.
ATL Shareholder means a person who is registered in ATL Register as a holder of one or more
ATL Shares.
ATL Significant Approval Matter means a decision, initiative or other matter relating to the ATL
Group that requires the prior approval of the ATL Board or the managing director of ATL under the
delegated authority framework for the ATL Group Fairly Disclosed as part of the Due Diligence
Material prior to the date of this deed.
ATL Warranties means the representations and warranties of ATL set out in clause 9.4.
AU Accounting Standards means:
(a) the accounting standards made by the Australian Accounting Standards Board in
accordance with the Corporations Act, and the requirements of that Act relating to the
preparation and content of accounts; and
(b) generally accepted accounting principles that are consistently applied in Australia, except
those inconsistent with the standards or requirements referred to in paragraph (a).
Australian Takeovers Panel means the Takeovers Panel constituted under the Australian
Securities and Investments Commission Act 2001 (Cth).
Authorised Person means, in respect of a person:
(c) a director, officer or employee of the person;
(d) an Adviser of the person; and
(e) a director, officer or employee of an Adviser of the person.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in
Brisbane, Queensland, Australia or Auckland, New Zealand.
CCA means the Competition and Consumer Act 2010 (Cth).
Claim means, in relation to a person, a demand, claim, action or proceeding made or brought by
or against the person, however arising and whether present, unascertained, immediate, future or
contingent.
Cleansing Notice Date means the date on which the Explanatory Booklet is despatched.
Commerce Commission means the New Zealand Commerce Commission.
Companies Act means Companies Act 1993 (NZ).
Competing Proposal means any offer, proposal or expression of interest, transaction or
arrangement (including, by way of takeover bid or scheme of arrangement) under which, if
ultimately completed substantially in accordance with its terms, a person or two or more persons
who are Associates (other than a member of the thl Group) would directly or indirectly:
(a) acquire a Relevant Interest in, or have a right to acquire, a legal, beneficial or economic
interest in, or control of, 20% or more of the ATL Shares or of the share capital of any
material ATL Group Member;
(b) acquire control of ATL, within the meaning of section 50AA of the Corporations Act;
(c) acquire, obtain a right to acquire, or otherwise obtain an economic interest in, 20% or
more by value of the business or property of ATL or any member of the ATL Group (based
on the value of the ATL Group’s total consolidated assets as at 30 June 2021);
(d) acquire or merge with ATL or amalgamate with any member of ATL Group, or acquire a
significant shareholding or economic interest in ATL or any member of ATL Group or 20%
or more by value of the total assets or business of any member of ATL Group;

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(e) result in ATL ceasing to be admitted to the official list of ASX or the ATL Shares ceasing to
be officially quoted on the market operated by ASX (except in circumstances where such
cessation is as a result of the implementation of the Scheme); or
(f) require ATL to abandon, or otherwise fail to proceed with, the Proposed Transaction,
whether by way of takeover bid, scheme of arrangement, shareholder approved acquisition,
capital reduction, share buy-back or repurchase, sale or purchase of assets, joint venture, reverse
takeover, dual-listed company structure, recapitalisation, establishment of a new holding entity for
ATL or other synthetic merger or any other transaction or arrangement. Each successive material
modification or variation of a Competing Proposal will constitute a new Competing Proposal.
Conditions means the conditions set out in clauses 3.1 and Condition means any one of them.
Confidentiality Deed means the Mutual Confidentiality Agreement between thl and ATL dated
11 June 2021.
Control means with respect to any person (other than an individual) the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such
person whether through the ownership of voting securities, by agreement or otherwise and
Controlled has a corresponding meaning.
Corporations Act means the Corporations Act 2001 (Cth).
Counter Proposal has the meaning given to that term in clause 14.8(b).
Court means the Supreme Court of Queensland or any other court of competent jurisdiction
under the Corporations Act as the parties may agree in writing.
Cut Off Date has the meaning given to that term in clause 14.8(b).
Deed Poll means the deed poll to be executed by
thl and thl Acquirer prior to the First Court Date
in relation to the Scheme, in the form set out in Schedule 3 or in such other form as is acceptable
to ATL acting reasonably.
Delivery Time means, in relation to the Second Court Date, two hours before the commencement
of the hearing or, if the commencement of the hearing is adjourned, two hours before the
commencement of the adjourned hearing, of the Court to approve the Scheme in accordance with
section 411(4)(b) of the Corporations Act.
Due Diligence Material means the written information disclosed by or on behalf of ATL and its
Subsidiaries (including any management presentations and all written responses provided in
response to written questions or requests for information) to
thl, or any of its Authorised Persons
prior to the date of this deed in the ATL Data Room, as evidenced by the documents in the ATL
Data Room as at 11.59pm, on the day immediately preceding the date of this deed.
Effective means, when used in relation to the Scheme, the coming into effect, under
section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of
the Corporations Act in relation to the Scheme.
Effective Date means the date on which the Scheme becomes Effective.
End Date means:
(a) 29 April 2022, unless the only Conditions that must still be satisfied or waived prior to the
Second Court Date on that date are one or more of the Conditions in clauses 3.1(a)(ii)
(ACCC), 3.1(a)(iii) (Commerce Commission) and 3.1(a)(iv) (FIRB) in which case it is 30
June 2022; or
(b) such other date and time agreed in writing between
thl and ATL.
Exclusivity Period means the period commencing on the date of this deed and ending on the
earliest of:
(a) the End Date;
(b) the Effective Date of the Scheme; and
(c) the date this deed is terminated in accordance with its terms.

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Explanatory Booklet means the explanatory booklet to be prepared by ATL in respect of the
Proposed Transaction in accordance with the terms of this deed and to be dispatched to
Independent Shareholders.
FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).
Financial Indebtedness means any debt or other monetary liability (whether actual or
contingent) in respect of monies borrowed or raised or any financial accommodation including
under or in respect of any:
(a) borrowing from any bank or other financial institution;
(b) bill, bond, debenture, note or similar instrument;
(c) acceptance, endorsement or discounting arrangement;
(d) guarantee;
(e) finance or capital lease;
(f) swap, hedge arrangement, option, futures contract, derivative or analogous transaction;
(g) agreement for the deferral of a purchase price or other payment in relation to the
acquisition of any asset or business;
(h) agreement for the deferral of a purchase price of other payment in relation to the provision
of services other than in the ordinary course of business of the ATL Group; or
(i) obligation to deliver goods or provide services paid for in advance by any financier.
Financial Reporting Act means the Financial Reporting Act 2013 (NZ).
FIRB means the Australian Foreign Investment Review Board.
First Court Date means the date the Court first hears the application to order the convening of
the Scheme Meeting under section 411(1) of the Corporations Act or, if the application is
adjourned or subject to appeal for any reason, the day on which the adjourned application is
heard.
FMCR means the Financial Markets Conduct Regulations 2014 (NZ).
Foreign Scheme Shareholder means a Scheme Shareholder whose address as shown in the
ATL Register (as at the Scheme Record Date) is located outside of:
(a) Australia and its external territories;
(b) New Zealand;
(c) United Kingdom; and
(d) any other jurisdictions as may be agreed in writing by ATL and
thl,
unless
thl determines (in its absolute discretion), that thl is permitted to allot and issue thl
Consideration Shares to that Scheme Shareholder by the laws of that place either unconditionally
or after compliance with conditions that
thl considers are not unduly onerous or impracticable.
Governmental Agency means any government or representative of a government or any
governmental, semi-governmental, administrative, fiscal, regulatory or judicial body, department,
commission, authority, tribunal, agency, competition authority or entity and includes any minister,
ASIC, ASX, FIRB, ACCC, Australian Takeovers Panel, Financial Markets Authority, NZX,
Commerce Commission, NZ Takeovers Panel and any regulatory organisation established under
statute or any stock exchange.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act
that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in
number of Independent Shareholders present and voting, either in person or by proxy.
Implementation Date means, with respect to the Scheme, the later of:
(a) the fifth Business Day following the Scheme Record Date (as relevant); and
(b) such other Business Day as the parties agree.

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Independent Expert means an expert, independent of the parties, engaged by ATL in good faith
to prepare the Independent Expert's Report.
Independent Expert's Report means the report from the Independent Expert commissioned by
ATL for inclusion in the Explanatory Booklet, which includes a statement or opinion from the
Independent Expert on whether the Scheme is in the best interests of ATL Shareholders and
includes any update of that report by the Independent Expert.
Independent Shareholders means all ATL Shareholder except for the thl Entities.
Insolvency Event means in relation to a person:
(a) insolvency official: the appointment of a liquidator, provisional liquidator, administrator,
statutory manager, controller, receiver, receiver and manager or other insolvency official
(whether under an Australian law or a foreign law) to the person or to the whole or a
substantial part of the property or assets of the person and the action is not stayed,
withdrawn or dismissed within 14 days;
(b) arrangements: the entry by the person into a scheme of arrangement (other than the
Scheme) or composition with its creditors or takes similar actions as a result of which the
entity’s assets are, or are proposed to be, submitted to the control of its creditors;
(c) winding up: the calling of a meeting to consider a resolution to wind up the person (other
than where the resolution is frivolous or cannot reasonably be considered to be likely to
lead to the actual winding up of the person) or the making of an application or order for the
winding up or deregistration of the person other than where the application or order (as
the case may be) is set aside or withdrawn within 14 days;
(d) suspends payments: the person suspends or threatens to suspend payment of its debts
as and when they become due on the basis that it is unable to pay its debts or being or
becoming otherwise insolvent;
(e) ceasing business: the person ceases or threatens to cease to carry on all or a
substantial part of its business;
(f) insolvency: the person is or becomes unable to pay its debts when they fall due within
the meaning of the Corporations Act or is otherwise presumed to be insolvent under the
Corporations Act;
(g) deregistration: the person being deregistered as a company or otherwise dissolved;
(h) deed of company arrangement: the person executing a deed of company arrangement;
(i) person as trustee or partner: the person incurs a liability while acting or purporting to act
as trustee (or co-trustee) or general partner of a trust or partnership (including a limited
partnership) and the person is not entitled to be fully indemnified against the liability out of
trust or partnership assets because of one or more of the following:
(i) a breach of trust or obligation as partner by the person;
(ii) the person acting outside the scope of its powers as trustee or partner;
(iii) a term of the trust or partnership denying, or limiting, the person's right to be
indemnified against the liability;
(iv) the assets of the trust or partnership being insufficient to discharge the liability; or
(j) analogous events: anything analogous to those set out in any of paragraphs (a) to (i)
inclusive occurs in relation to the person under the laws of a foreign jurisdiction,
and a person shall be Insolvent if any event specified in paragraphs (a) to (j) inclusive occurs in
respect of that person.
Interest Rate means the Bank Bill Swap Reference Rate as published as at the relevant due date
for payment by the Australian Financial Markets Association.
Investigating Accountant means the accounting firm appointed by ATL to prepare the
Investigating Accountant’s Report.

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Investigating Accountant’s Report means the report to be prepared by the Investigating
Accountant in relation to the pro forma financial information regarding the Merged Group from
information provided by ATL and thl for inclusion in the Explanatory Booklet.
Material Contracts means the contracts identified as material contracts as agreed in writing by
the parties on or before the date of this deed.
Merged Group means the thl Group including the ATL Group following implementation of the
Scheme.
NZ Accounting Standards means:
(a) accounting standards approved under the Companies Act and the Financial Reporting Act
and their requirements about the preparation and contents of accounts; and
(b) generally accepted accounting principles, policies, practices and procedures in New
Zealand.
NZ Takeovers Panel means the Takeovers Panel established by section 5(1) of the Takeovers
Act 1993 (NZ).
NZX means, where the context requires, NZX Limited (Co. No. 1266120) or NZX Regulation
Limited (Co. No. 8072017) and, where the context requires, the main board financial market that
these entities operate.
NZX Listing Rules means the NZX Listing Rules for the NZX Main Board.
Proposed Transaction means:
(a) the proposed acquisition by
thl in accordance with the terms and conditions of this deed,
of all of the ATL Shares from the Scheme Shareholders through the implementation of the
Scheme; and
(b) all associated transactions and steps contemplated by this deed.
Refinancing Agreement has the meaning given in clause 3.1(l).
Regulatory Approvals means the approvals set out in clause 3.1(a).
Related Body Corporate of a person, means a related body corporate of that person under
section 50 of the Corporations Act and includes any body corporate that would be a related body
corporate if section 48(2) of the Corporations Act was omitted.
Relevant Interest has the meaning given in the Corporations Act.
Relevant Notice has the meaning given to that term in clause 14.8(a)(iv)(A).
RG 60 means Regulatory Guide 60 issued by ASIC in September 2020.
Scheme means the proposed scheme of arrangement under Part 5.1 of the Corporations Act
between ATL and Scheme Shareholders in respect of all Scheme Shares, substantially in the
form set out in Schedule 2 or in such other form as the parties agree in writing, subject to any
alterations or conditions that are:
(a) agreed to in writing by ATL and
thl, and approved by the Court; or
(b) made or required by the Court under section 411(6) of the Corporations Act and agreed to
by each party.
Scheme Consideration means 1 thl Consideration Share per 3.680818 Scheme Shares.
Scheme Meeting means the meeting of the Independent Shareholders ordered by the Court to
be convened under section 411(1) of the Corporations Act to consider and vote on the Scheme
and includes any meeting convened following any adjournment or postponement of that meeting.
Scheme Record Date means, in respect of the Scheme, 7.00pm on the second Business Day (or
such other Business Day as thl and ATL in writing) following the Effective Date.
Scheme Share means an ATL Share on issue as at the Scheme Record Date, other than an ATL
Share held by a thl Entity.
Scheme Shareholder means a person who holds one or more Scheme Shares.

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Second Court Date means the first day on which an application made to the Court for an order
under section 411(4)(b) of the Corporations Act approving the Scheme is heard or scheduled to
be heard or, if the application is adjourned for any reason, the date on which the adjourned
application is heard or scheduled to be heard.
Senior Manager means the managing director and chief executive officer, the chief financial
officer and any executive director of ATL.
Share Splitting means the splitting by a holder of ATL Shares into two or more parcels of ATL
Shares whether or not it results in any change in beneficial ownership of the ATL Shares.
Subsidiary has the meaning given to that term in section 46 of the Corporations Act.
Superior Proposal means a bona fide Competing Proposal which in the determination of the ATL
Board acting in good faith in order to satisfy what the ATL Board considers to be its fiduciary or
statutory duties (after having taken advice from their legal and financial advisers):
(a) is reasonably capable of being completed in accordance with its terms, taking into account
all financial, regulatory and other aspects of such proposal, including the ability of the
proposing party to consummate the transactions contemplated by the Competing
Proposal; and
(b) would, if completed substantially in accordance with its terms, be reasonably likely to
result in a transaction more favourable to ATL Shareholders as a whole than the Proposed
Transaction, taking into account all of the terms and conditions of the Competing
Proposal, including consideration, conditionality, funding, certainty and timing.
Tax means any tax, levy, charge, impost, fee, deduction, offset (including research and
development tax offsets), goods and services tax, payroll tax, superannuation guarantee, fringe
benefits tax, compulsory loan, PAYG instalment and withholding, that is assessed, levied,
imposed or collected by any Governmental Agency and includes any interest, fine, penalty,
charge, fee or any other amount imposed on, or in respect of any of the above, but excludes
stamp duty or any duties of a similar nature.
Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act
1997 (Cth), or both as the context requires.
thl Board means the board of directors of thl (or any committee of the board of directors of thl
constituted to consider the Proposed Transaction on behalf of
thl).
thl Break Fee has the meaning given to that term in clause 13.4.
thl Consideration Share means a thl Share to be issued under the terms of the Scheme as
Scheme Consideration.
thl Data Room means the Project Artemis – THL data room hosted by Ansarada at the URL
address https://dataroom.ansarada.com/_mvc/de9rdyoagu9%7C78910/4353936/spa/documents.
thl Due Diligence Material means the written information disclosed by or on behalf of thl and its
Subsidiaries (including any management presentations and all written responses provided to
written questions or requests for information) to ATL, or any of its Authorised Persons prior to the
date of this deed in the
thl Data Room, as evidenced by the documents in the thl Data Room as
at 11.59pm, on the day immediately preceding the date of this deed.
thl Entities means:
(a) thl; and
(b) any other entity that is Controlled by thl that holds ATL Shares.
thl Group means thl and each of its Subsidiaries (excluding, at any time, ATL and its
Subsidiaries to the extent that ATL and its Subsidiaries are Subsidiaries of
thl at that time). A
reference to a member of the
thl Group or a thl Group Member is a reference to thl or any such
Subsidiary.

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thl Information means such information regarding the thl Group and the Merged Group that is
provided by or on behalf of
thl, or any of their Advisers, to ATL, the Investigating Accountant and
the Independent Expert:
(a) to enable the Explanatory Booklet (or any supplementary disclosure in respect of the
Scheme) to be prepared and completed in compliance with all applicable laws and
regulations;
(b) to enable applications for Regulatory Approvals to be made; and
(c) otherwise in compliance with
thl's obligations under clause 6.2(a),
but does not include the ATL Information (or any information provided by or on behalf of ATL
contained, or used, in the preparation of information on the Merged Group), the Independent
Expert's Report, the Investigating Accountant’s Report and any report or opinion prepared by an
accounting firm in relation to the potential taxation consequences of the Scheme on Scheme
Shareholders to be included in, or to accompany, the Explanatory Booklet.
thl Material Adverse Change
means a change, event, circumstance or occurrence (singularly or
in combination) which results in or has the effect of (or which with the lapse of time is reasonably
likely to result in or have the effect of):

(a) resulting in the average price for ex-rental vehicles sold by the thl Group during any two
calendar month period ending on the last day of a calendar month between the date of
this deed and the Second Court Date in any of:
(i) Australia;
(ii) New Zealand; or
(iii) United States of America,
being:
(iv) 15% or more below the average price for ex-rental vehicles sold by the thl Group
in any relevant region (referred to in paragraphs (i) to (iii) above) over the six
calendar month period ending on 30 November 2021; or

(v)
10% or more below the average price for ex-rental vehicles sold by the thl Group
in all regions (referred to in paragraphs (i) to (iii) above) over the six calendar
month period ending on 30 November 2021;

(b) materially impacting in an adverse manner on the Financial Indebtedness or debt
arrangements of the thl Group, including where a demand is made for repayment of any
Financial Indebtedness or the Financial Indebtedness becomes repayable in advance of
its maturity;
(c) the business of the thl Group being unable to be carried on in substantially the same
manner as it is carried on at the date of this deed, including as a result of an adverse
effect on the status or terms of any licences, permits or authorisations from any
Governmental Agency applicable to thl; or
(d) materially impacting the reputation of the thl Group, including in relation to its good
standing with any Governmental Agency having jurisdiction over the conduct of business
of the thl Group (including any regulatory investigation, legal proceeding or class action),
other than an event, circumstance or occurrence:
(a) required to be done or procured by
thl under this deed or the Scheme;
(b) to the extent that:
(i) it was Fairly Disclosed in the thl Due Diligence Material (or which ought
reasonable to have been expected to arise from a matter, event or circumstance
which was so disclosed);
(ii) it was consented to in writing by ATL (in its absolute discretion);

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(iii) it was Fairly Disclosed in documents that were publicly available prior to the date
which is 2 Business Days prior to the date of this deed from public filings of
thl
with the NZX;
(iv) it results from a change in generally applicable accounting standards or principles;
(v) it results from a change in any applicable law or policy required by law or general
economic, political or regulatory conditions in Australia, New Zealand, the United
Kingdom or the United States of America or that otherwise affects or otherwise
has an impact on Australia, New Zealand, the United Kingdom or the United
States of America; or
(vi) it results from any acts of war or terrorism, natural disaster or pandemic (including
COVID-19), or any escalation of the same, affecting businesses like those
operated by the
thl Group generally.
thl Parties means the members of the thl Group and their respective Authorised Persons.
thl Prescribed Occurrence means the occurrence of any of the following on or after the date of
this deed:
(a)
thl converts all or any of its shares into a larger or smaller number of shares;
(b)
thl resolves to reduce its share capital in any way;
(c)
thl:
(i) enters into a buy-back agreement in relation to its shares; or
(ii) resolves to approve the terms of a buy-back agreement in relation to its shares;
(d) any member of the
thl Group issues securities, or grants a performance right, or an option
over its securities, or agrees to make such an issue or grant such a right or an option
other than:
(i) under the valid exercise of an option or performance right on issue immediately
before the date of this deed; or
(ii) an issue or grant of a security or a performance right under an employee incentive
scheme in place as the date of this deed, where the occurrence of such issue or
grant has been Fairly Disclosed in the
thl Due Diligence Material;
(e) any member of the
thl Group issues, or agrees to issue, convertible notes;
(f) other than in the ordinary course of business of the thl Group (as determined by reference
to the course of business during the 12 months prior to the date of this deed), any member
of the
thl Group disposes, or agrees to dispose, of the whole, or a substantial part, of its
business or property where that business or property represents more than 10% of the
equity value of the
thl Group;
(g) any member of the
thl Group creates or agrees to create, any security interest over the
whole, or a substantial part, of its business or property;
(h) an Insolvency Event occurs in relation to any member of the
thl Group;
(i) thl pays, declares, distributes or incurs a liability to make or pay a dividend, bonus or
other share of its profits, income, capital or assets by way of dividend or other form of
distribution;
(j) any member of the
thl Group makes any change to its constitution or convenes a meeting
to consider a resolution to change a constitution of any member of the
thl Group;
(k) any member of the
thl Group ceases, or threatens to cease to, carry on the business
conducted as at the date of this deed;
(l) any member of the
thl Group (other than a dormant, non-operating member of the thl
Group) being deregistered as a company or being otherwise dissolved;
(m) any disposal of shares or securities by a member of the
thl Group in any member of the
thl Group other than to a member of the thl Group; or

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(n) any member of the
thl Group directly or indirectly authorises, commits or agrees to take or
announces any of the actions referred to in paragraphs (a) to (m) inclusive above insofar
as it applies to the member of the
thl Group the subject of such direct or indirect
authorisation, commitment, agreement or announcement,
provided that a
thl Prescribed Occurrence will not include any matter:
(o) required to be done or procured by the
thl Group under this deed or the Scheme;
(p) required by law or by an order of a court or Governmental Agency;
(q) to the extent it is Fairly Disclosed in filings of
thl with NZX in the 24 months prior to the
date of this deed;
(r) to the extent it is Fairly Disclosed in the
thl Due Diligence Material; or
(s) the undertaking of which ATL has previously approved in writing.
thl Share means an issued fully paid ordinary share in the capital of thl.
thl Significant Approval Matter means a decision, initiative or other matter relating to the thl
Group that requires the prior approval of the thl Board or the chief executive officer of thl under
the delegated authority framework for the thl Group Fairly Disclosed as part of the Due Diligence
Material prior to the date of this deed.
thl Warranties means the representations and warranties of thl set out in clause 9.1.
Timetable means the indicative timetable in relation to the Proposed Transaction set out in
Schedule 1 with such modifications as may be agreed in writing by the parties.
Trouchet Shareholders means Eastglo Pty Ltd as trustee for the Trouchet Super Fund, Barmil
Enterprises Pty Ltd as trustee for Lurk Investment Trust, KRLG Pty Ltd as trustee for the KL Trust
and any other person or entity holding Scheme Shares for or on behalf of Luke Trouchet or Karl
Trouchet.
1.2 Interpretation
In this deed, except where the context requires otherwise:
(a) the singular includes the plural, and the converse also applies;
(b) a gender includes other genders;
(c) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of,
or schedule or annexure to, this deed, and a reference to this deed includes any schedule
or annexure;
(e) a reference to a document or instrument includes the document or instrument as novated,
altered, supplemented or replaced from time to time;
(f) a reference to A$, $A, dollar or $ is to Australian currency;
(g) a reference to NZ$, $NZ, NZD$ or NZD is to New Zealand currency;
(h) a reference to time is to Brisbane, Queensland, Australia time;
(i) a reference to a party is to a party to this deed, and a reference to a party to a document
includes the party's executors, administrators, successors and permitted assigns and
substitutes;
(j) a reference to a person includes a natural person, partnership, body corporate,
association, governmental or local authority or agency or other entity;
(k) a reference to legislation or to a provision of legislation (including a listing rule or operating
rule of a financial market or of a clearing and settlement facility) includes a modification or
re-enactment of it, a legislative provision substituted for it and a regulation or statutory
instrument issued under it;
(l) a word or expression defined in the Corporations Act has the meaning given to it in the
Corporations Act unless it is otherwise defined in this deed;

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(m) a reference to conduct includes an omission, statement or undertaking, whether or not in
writing;
(n) the meaning of general words is not limited by specific examples introduced by including,
for example or similar expressions;
(o) a rule of construction does not apply to the disadvantage of a party because the party was
responsible for the preparation of this deed or any part of it;
(p) if a day on or by which an obligation must be performed or an event must occur is not a
Business Day, the obligation must be performed or the event must occur on or by the next
Business Day; and
(q) a reference to Fairly Disclosed means disclosed to a party or any of their respective
Authorised Persons to a sufficient extent and in sufficient detail so as to enable a
reasonable and sophisticated recipient of the relevant information who is experienced in
transactions similar to the Proposed Transaction to identify the nature and scope of the
relevant matter, event or circumstance.
1.3 Headings
Headings are for ease of reference only and do not affect interpretation.
1.4 Business Day
Where the day on or by which any thing is to be done is not a Business Day, that thing must be
done on or by the next Business Day.
1.5 Consents or approvals
If the doing of any act, matter or thing under this deed is dependent on the consent or approval of
a party or is within the discretion of a party, the consent or approval may be given or the discretion
may be exercised conditionally or unconditionally or withheld by the party in its absolute discretion
unless provided otherwise.
1.6 Listing requirements included as law
A listing rule or operating rule of a financial market or of a clearing and settlement facility will be
regarded as a law, and a reference to such a rule is to be taken to be subject to any waiver or
exemption granted to the compliance of those rules by a party.
1.7 Reasonable endeavours
Any provision of this deed which requires a party to use reasonable endeavours or best
endeavours to procure that something is performed or occurs or does not occur does not include
any obligation:
(a) to pay any money or provide any financial compensation, valuable consideration or any
other incentive to or for the benefit of any person except for payment of any applicable fee
for the lodgement or filing of any relevant application with any Governmental Agency; or
(b) to commence any legal action or proceeding against any person,
except where that provision specifies otherwise.
2. Agreement to propose and implement Scheme
2.1 ATL to propose Scheme
ATL agrees to propose the Scheme on and subject to the terms and conditions of this deed, and
substantially in accordance with the Timetable.
2.2 thl Acquirer to acquire Scheme Shares
The parties agree that thl Acquirer will acquire the Scheme Shares under the Scheme and that
thl Acquirer will procure the provision by thl of (and thl will provide at the request of thl Acquirer)
the Scheme Consideration in the manner and amount contemplated by this deed and the terms of

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the Scheme. The parties must procure that the Scheme Shares transferred under the Scheme are
transferred to
thl Acquirer.
2.3 Agreement to implement Scheme
The parties agree to implement the Scheme on and subject to the terms and conditions of this
deed, and substantially in accordance with the Timetable.
2.4 Delivery of information
(a) ATL must provide a USB evidencing the contents of the ATL Data Room, or a link from
which the contents of the ATL Data Room can be downloaded, to
thl as soon reasonably
practicable following the execution of this deed.
(b) thl must provide a USB evidencing the contents of the thl Data Room, or a link from which
the contents of the thl Data Room can be downloaded, to ATL as soon reasonably
practicable following the execution of this deed.
3. Conditions precedent and pre-implementation steps
3.1 Conditions to Scheme
Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of
the parties in relation to the implementation of the Scheme will not be binding, until each of the
following conditions precedent is satisfied or waived to the extent and in the manner set out in this
clause 3:
(a) (Regulatory Approvals):
(i) (ASIC, ASX, NZ Takeovers Panel and NZX) before the Delivery Time on the
Second Court Date, ASIC, ASX, NZ Takeovers Panel and NZX issue or provide
such consents, approvals or waivers as are necessary or which ATL and thl agree
are necessary or desirable to implement the Scheme and such consent, approval
or other act has not been withdrawn or revoked before the Delivery Time on the
Second Court Date;
(ii) (ACCC) before the Delivery Time on the Second Court Date:
(A)
thl has received notification from the ACCC that:
(I) based on the information before it, the ACCC does not propose to
intervene in the Proposed Transaction pursuant to section 50 of
the CCA (whether or not the notification also states that the ACCC
reserves its position if other material information emerges); or
(II) based on the information provided to the ACCC and the
acceptance by the ACCC of written undertakings (pursuant to
section 87B of the CCA) provided or agreed to be provided to the
ACCC, the ACCC does not propose to intervene in the Proposed
Transaction pursuant to section 50 of the CCA (whether or not the
notification also states that the ACCC reserves its position if other
material information emerges);
(B) the ACCC, or the Australian Competition Tribunal (Tribunal) on review of
an ACCC decision, has granted authorisation of the Proposed Transaction
under Part VII of the CCA either unconditionally or on terms and conditions
that are acceptable to
thl and ATL acting reasonably, and no application to
the Federal Court of Australia has been made for judicial review of the
decision of the ACCC or the Tribunal within the prescribed period; or
(C) the Federal Court of Australia declares or makes orders that the Proposed
Transaction will not contravene section 50 of the CCA or
thl successfully
defends proceedings in the Federal Court of Australia alleging that the
Proposed Transaction contravenes section 50 of the CCA (and, in either

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case, the declaration or decision of the Federal Court of Australia has
been finally determined);
(iii) (Commerce Commission) before the Delivery Time on the Second Court Date, thl
has received from the Commerce Commission, either unconditionally or on terms
and conditions that are acceptable to thl and ATL acting reasonably:
(A) a notice in writing under section 66 of the Commerce Act 1986 (NZ) giving
clearance for the Proposed Transaction; or
(B) in response to thl filing an informal notification to the Commerce
Commission, notice that the Commerce Commission has no objection to,
and does not intend to take any action to prevent or oppose, the Proposed
Transaction;
(iv) (FIRB) Before the Delivery Time on the Second Court Date, either:
(A)
thl has received a written notice under FATA from the Treasurer (or his
delegate) stating that, or to the effect that, the Commonwealth of Australia
does not object to the Proposed Transaction, either without conditions or
on terms that are acceptable to
thl and ATL (acting reasonably); or
(B) following notice of the Proposed Transaction having been given by
thl to
the Treasurer under FATA, the Treasurer ceases to be empowered to
make any order under Part 3 of FATA;
(v) (ASX Admission) Before the Delivery Time on the Second Court Date, thl has
received approval from ASX for ASX Admission, subject only to customary
conditions, the Scheme becoming Effective and any other conditions acceptable to
the parties (acting reasonably); and
(vi) (Other Governmental Authorities) before the Delivery Time on the Second Court
Date, each other relevant Governmental Agency other than ASIC, ASX, NZ
Takeovers Panel, NZX, ACCC, Commerce Commission and FIRB (if any) issue or
provide such consents, waivers or approvals which both
thl and ATL consider are
necessary or desirable to implement the Scheme (noting that if such consents,
waivers and/or approvals are subject to conditions those conditions must be
acceptable to the parties (each acting reasonably)) and such consent, approval or
other act has not been withdrawn or revoked before the Delivery Time on the
Second Court Date;
(b) (No ATL Prescribed Occurrence) no ATL Prescribed Occurrence occurs between the
date of this deed and the Delivery Time on the Second Court Date;
(c) (No
thl Prescribed Occurrence) no thl Prescribed Occurrence occurs between the date
of this deed and the Delivery Time on the Second Court Date;
(d) (ATL Warranties) the ATL Warranties being true and correct in all material respects on
the date of this deed and at the Delivery Time on the Second Court Date;
(e) (
thl Warranties) the thl Warranties being true and correct in all material respects on the
date of this deed and at the Delivery Time on the Second Court Date;
(f) (No ATL Material Adverse Change) no ATL Material Adverse Change occurs between
the date of this deed and the Delivery Time on the Second Court Date;
(g) (No thl Material Adverse Change) no thl Material Adverse Change occurs between the
date of this deed and the Delivery Time on the Second Court Date;
(h) (No restraining orders) no judgment, order, decree, statute, law, ordinance, rule of
regulation, or other temporary restraining order, preliminary or permanent injunction,
restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court or
other Governmental Agency of competent jurisdiction in Australia or New Zealand remains
in effect as at the Delivery Time on the Second Court Date that prohibits, materially
restricts, makes illegal or restrains the completion of the Scheme;
(i) (Third party consents – Material Contracts) all consents, approvals or waivers of rights
by parties other than ATL under any Material Contracts which are necessary or desirable

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in the reasonable opinion of thl are obtained in a form and subject to conditions
acceptable to
thl and ATL (acting reasonably), and such consents, approvals or waivers
have not been withdrawn, cancelled or revoked before the Delivery Time on the Second
Court Date;
(j) (Trouchet escrow arrangements) Unless it is indicated by the Court when hearing an
application for an order under section 411(1) of the Corporations Act directing ATL to
convene the Scheme Meeting that such arrangements would mean the Trouchet
Shareholders will be a separate class for the purposes of the Scheme, the entry by the
Trouchet Shareholders into arrangements with thl on terms and conditions acceptable to
thl and ATL (acting reasonably) documented in a deed under which:
(i) 90% of the thl Consideration Shares received by them will be escrowed for 12
months after the Implementation Date; and
(ii) 50% of the thl Consideration Shares received by them on implementation of the
Scheme will be escrowed for 24 months after the Implementation Date;
(k) (Independent Expert's Report) The Independent Expert issues the Independent Expert's
Report, which concludes that the Scheme is in the best interests of the Independent
Shareholders and the Independent Expert does not change, withdraw or qualify its
conclusion in any written update to its Independent Expert's Report or withdraw the
Independent Expert's Report prior to the Delivery Time on the Second Court Date;
(l) (Refinancing) the thl Group entering into an agreement with new or existing financiers,
and obtaining all necessary approvals in respect of the entry into that agreement, to
refinance either its existing debt facilities or the debt facilities of all or part of the Merged
Group on and with effect from the Implementation Date on terms and conditions that are
acceptable to thl and ATL (acting reasonably) (Refinancing Agreement), and all
conditions to drawdown under the Refinancing Agreement (other than the Scheme
becoming Effective) have either been satisfied or waived prior to the Delivery Time on the
Second Court Date or thl and ATL are satisfied (acting reasonably) that any remaining
conditions will be satisfied on or prior to the Implementation Date;
(m) (Consent from ATL financiers or refinancing) all consents, approvals, confirmations,
agreements or waivers of rights from any financier of the ATL Group (except as agreed in
writing between the parties or to the extent arrangements with those financiers are
addressed by the terms of the Refinancing Agreement) which are in the opinion of ATL or
thl necessary or desirable in connection with (i) the Proposed Transaction or (ii) the
ongoing funding of the Merged Group following the implementation of the Proposed
Transaction are obtained in a form and subject to conditions acceptable to thl and ATL,
and such consents, approvals, confirmations or waivers have not been withdrawn,
cancelled or revoked nor have any condition to such consents, approvals, confirmations or
waivers become incapable of being satisfied before the Delivery Time on the Second
Court Date;
(n) (Shareholder approval) the Scheme is approved by the Independent Shareholders at the
Scheme Meeting by the majorities required under section 411(4)(a)(ii) of the Corporations
Act;
(o) (Court approval) the Scheme is approved by the Court in accordance with
section 411(4)(b) of the Corporations Act either unconditionally or on conditions that do
not impose unduly onerous obligations upon either party (acting reasonably);
(p) (Order lodged with ASIC) An office copy of the Court order approving the Scheme under
section 411(4)(b) of the Corporations Act is lodged with ASIC; and
(q) (D&O insurance) thl obtaining, before the Delivery Time on the Second Court Date,
confirmation from its insurers that thl’s existing Directors and Officers insurance policy is
extended to include the Scheme. thl confirms that its existing insurers have confirmed
that, in principle, they can provide that confirmation subject to receiving updated
underwriting information with respect to the Scheme and approving final terms for that
insurance.

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3.2 Benefit and waiver of conditions precedent
(a) The Conditions in clauses 3.1(a) (Regulatory Approvals), 3.1(h) (No restraining orders),
3.1(k) (Independent Expert's Report), 3.1(l) (Refinancing) and 3.1(m) (Consent from ATL
financiers or refinancing) are for the benefit of each party and any breach or non-fulfilment
of it may only be waived (if capable of waiver) with the written consent of both parties,
which consent either party may give or withhold in its absolute discretion.
(b) The Conditions in clauses 3.1(b) (No ATL Prescribed Occurrences), 3.1(d) (ATL
Warranties), 3.1(f) (No ATL Material Adverse Change), 3.1(i) (Third party consents –
Material Contracts), 3.1(j) (Trouchet escrow arrangements) and 3.1(q) (D&O Insurance)
are for the sole benefit of
thl and any breach or non-fulfilment of them may only be waived
by
thl giving its written consent.
(c) The Conditions in clauses 3.1(c) (No
thl Prescribed Occurrences), 3.1(e) (thl Warranties),
and 3.1(g) (no thl Material Adverse Change) are for the sole benefit of ATL and any
breach or non-fulfilment of them may only be waived by ATL giving its written consent.
(d) A party entitled to waive a Condition under this clause 3.2 may do so in its absolute
discretion. Any waiver of a Condition by a party for whose benefit the Condition applies
must take place on or prior to the Delivery Time on the Second Court Date. The
Conditions in clauses 3.1(n) (Shareholder approval), 3.1(o) (Court approval) and 3.1(p)
(Order lodged with ASIC) are for the benefit of both thl and ATL but cannot be waived.
(e) If a party waives the breach or non-fulfilment of any of the Conditions in clause 3.1, that
waiver will not preclude it from suing the other parties for any breach of this deed including
a breach that resulted in the non-fulfilment of the Condition that was waived.
3.3 Reasonable endeavours
(a) ATL and thl will use their respective reasonable endeavours to procure that each of the
Conditions for which they are responsible is satisfied as soon as reasonably practicable
after the date of this deed or continues to be satisfied at all times until the last time they
are to be satisfied (as the case may require). The Conditions for which each of ATL and
thl are responsible for the purposes of this clause are:
(i) ATL – the Conditions in clauses 3.1(b) (No ATL Prescribed Occurrences), 3.1(d)
(ATL Warranties) and 3.1(f) (No ATL Material Adverse Change), 3.1(i) (Third party
consents – Material Contracts), 3.1(j) (Trouchet escrow arrangements), 3.1(k)
(Independent Expert's Report), 3.1(m) (Consent from ATL financiers or
refinancing), 3.1(n) (Shareholder Approval), 3.1(o) (Court approval) and 3.1(p)
(Order lodged with ASIC);
(ii) thl – the Conditions in clauses 3.1(a)(ii) (ACCC), 3.1(a)(iii) (Commerce
Commission), 3.1(a)(iv) (FIRB), 3.1(a)(v) (ASX Admission), 3.1(c) (No
thl
Prescribed Occurrences), 3.1(e) (
thl Warranties) and 3.1(g) (no thl Material
Adverse Change), 3.1(l) (Refinancing) and 3.1(q) (D&O Insurance); and
(iii) ATL and thl – the Conditions in clauses 3.1(a)(i) (ASIC, ASX, NZ Takeovers Panel
and NZX), 3.1(a)(vi) (Other Governmental Authorities) and 3.1(h) (No restraining
orders).
(b) Without limiting clauses 3.4 and 3.5 below, each of ATL and
thl must:
(i) consult and co-operate fully with the other party in relation to the satisfaction of the
Conditions, including in relation to all material communications with any
Governmental Agency in relation to Regulatory Approvals;
(ii) promptly apply for all relevant Regulatory Approvals and provide the other party
with a copy of all applications for Regulatory Approvals and all material
communications with any Governmental Agency in relation to Regulatory
Approvals;
(iii) take all the steps for which it is responsible as part of the Regulatory Approvals
process;

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(iv) respond to all requests for information in respect of the applications for Regulatory
Approvals as soon as reasonably practicable;
(v) provide the other party with all information and assistance reasonably requested in
connection with the applications for Regulatory Approvals; and
(vi) so far as it is reasonable to do so, allow the other party and its Authorised Persons
the opportunity to be present and make submissions at any meetings with any
regulatory body relating to the Regulatory Approvals in respect of the Scheme,
provided that:
(vii) the party applying for a Regulatory Approval may withhold or redact information or
documents from the other party if and to the extent that they are either confidential
to a third party or commercially sensitive and confidential to the applicant; and
(viii) neither party is required to consent to the disclosure by the other party of
materially commercially sensitive information of the first mentioned party to any
Governmental Agency.
3.4 Notifications
Each of thl and ATL must:
(a) keep the other party promptly and reasonably informed of the steps it has taken and of its
progress towards satisfaction of the Conditions;
(b) promptly notify the other party in writing if it becomes aware that any Condition has been
satisfied, in which case the notifying party must provide reasonably evidence to the other
party that the Condition has been satisfied if requested by the other party; and
(c) promptly notify the other party in writing if it becomes aware that any Condition is or has
become incapable of being satisfied in accordance with its terms (having regard to the
respective obligations of each party under clause 3.3).
3.5 Certificate
At or promptly after the Delivery Time on the Second Court Date, in respect of the Scheme:
(a)
thl and ATL will provide a joint certificate to the Court confirming whether or not the
Conditions set out in clauses 3.1(a)(i) (ASIC, ASX, NZ Takeovers Panel and NZX),
3.1(a)(vi) (Other Governmental Authorities), 3.1(h) (No restraining orders), 3.1(l)
(Refinancing) and 3.1(m) (Consent from ATL financiers or refinancing) have been satisfied
or waived in accordance with the terms of this deed;
(b) ATL will provide a certificate to the Court confirming whether or not the Conditions set out
in 3.1(b) (No ATL Prescribed Occurrence), 3.1(d) (ATL Warranties), 3.1(f) (No ATL
Material Adverse Change), 3.1(i) (Third party consents – Material Contracts), 3.1(k)
(Independent Expert's Report) and 3.1(n) (Shareholder Approval) have been satisfied or
waived in accordance with the terms of this deed;
(c)
thl will provide a certificate to the Court confirming whether or not the Conditions set out in
clauses 3.1(a)(ii) (ACCC), 3.1(a)(iii) (Commerce Commission), 3.1(a)(iv) (FIRB), 3.1(a)(v)
(ASX Admission), 3.1(c) (No
thl Prescribed Occurrence), 3.1(e) (thl Warranties), 3.1(g)
(no thl Material Adverse Change), 3.1(j) (Trouchet escrow arrangements) and 3.1(q)
(D&O Insurance) have been satisfied or waived in accordance with the terms of this deed;
(d) ATL will provide a certificate to
thl confirming whether or not ATL has breached any of its
obligations under this deed (including a breach of a representation or warranty), and if it
has, giving details of such breaches; and
(e)
thl will provide a certificate to ATL confirming whether or not thl has breached any of its
obligations under this deed (including a breach of a representation or warranty), and if it
has, giving details of such breaches.

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3.6 Court approval
If the Court's approval for the Scheme in accordance with section 411(4) of the Corporations Act
would impose any terms or conditions other than those set out in the Scheme then each such
term or condition must be approved in writing by thl and ATL (both acting reasonably) prior to the
Court granting the final orders and, if not so agreed, the Condition in clause 3.1(o) (Court
approval) will not be satisfied.
3.7 Scheme voted down because of Headcount Test
If the Scheme is not approved by the Independent Shareholders at the Scheme Meeting by
reason only of the non-satisfaction of the Headcount Test and
thl or ATL considers, acting
reasonably, that Share Splitting or some abusive or improper conduct may have caused or
contributed to the Headcount Test not having been satisfied then ATL must:
(a) apply for an order of the Court contemplated by section 411(4)(a)(ii)(A) of the
Corporations Act to disregard the Headcount Test and seek Court approval of the Scheme
under section 411(4)(b) of the Corporations Act, notwithstanding that the Headcount Test
has not been satisfied; and
(b) make such submissions to the Court and file such evidence as counsel engaged by ATL
to represent it in Court proceedings related to the Scheme, in consultation with
thl,
considers is reasonably required to seek to persuade the Court to exercise its discretion
under section 411(4)(a)(ii)(A) of the Corporations Act by making an order to disregard the
Headcount Test.
3.8 Conditions not capable of being fulfilled
(a) If:
(i) any Condition is not satisfied or (where capable of waiver) waived by the date
specified in this deed for its satisfaction (or an event occurs which would or is likely
to prevent a condition precedent being satisfied by the date specified in this deed);
(ii) a circumstance occurs with the result that a Condition is not capable of being
fulfilled and, if the Condition is able to be waived by a party under clause 3.2 the
party does not waive the Condition within 5 Business Days after the occurrence of
the circumstance; or
(iii) it becomes more likely than not that the Scheme will not become Effective by the
End Date,
then ATL and
thl must consult in good faith with a view to determining whether:
(iv) the Scheme may proceed by way of alternative means or methods;
(v) to extend the relevant time or date for satisfaction of the Condition;
(vi) to change the date of the application to be made to the Court for orders under
section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that
application (as applicable) to another date agreed by the parties;
(vii) to extend the End Date; or
(viii) do all, or any combination of, the matters listed in clauses 3.8(a)(iv) to 3.8(a)(vii)
(inclusive).
(b) Subject to clause 3.8(c), if a Condition becomes incapable of being satisfied before the
End Date and ATL and
thl are unable to reach agreement under clause 3.8(a) within
10 Business Days of the date on which they both become aware that the Condition has
become incapable of being satisfied (or, if earlier, by the Delivery Time on the Second
Court Date), then unless the relevant Condition (where capable of waiver) is waived:
(i) in relation to the Conditions in clauses 3.1(a) (Regulatory Approvals), 3.1(h) (No
restraining orders), 3.1(k) (Independent Expert's Report), 3.1(n) (Shareholder
Approval), 3.1(o) (Court approval), 3.1(l) (Refinancing) and 3.1(m) (Consent from
ATL financiers or refinancing), either
thl or ATL may terminate this deed by giving

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the other notice without any liability to any party by reason of that termination
alone;
(ii) in relation to the Conditions in clauses 3.1(b) (No ATL Prescribed Occurrence),
3.1(d) (ATL Warranties), 3.1(f) (No ATL Material Adverse Change), 3.1(i) (Third
party consents), 3.1(j) (Trouchet escrow arrangements) and 3.1(q) (D&O
Insurance),
thl may terminate this deed by giving ATL notice without any liability to
any party by reason of that termination alone; and
(iii) in relation to the Conditions in clauses 3.1(c) (No
thl Prescribed Occurrence),
3.1(e) (
thl Warranties) and 3.1(g) (No thl Material Adverse Change), ATL may
terminate this deed by giving
thl notice without any liability to any other party by
reason of that termination alone.
(c) A party will not be entitled to terminate this deed under clause 3.8(b) if the relevant
Condition has not been satisfied as a result of:
(i) a breach of this deed by that party; or
(ii) a deliberate act or omission of that party which either alone or together with other
circumstances prevents that Condition being satisfied.
3.9 Interpretation
For the purposes of this clause 3, a Condition will be incapable of satisfaction, or incapable of
being fulfilled if:
(a) in the case of a Condition relating to a Regulatory Approval – the relevant Governmental
Agency makes or has made a final adverse determination in writing to the effect that it will
not provide the Regulatory Approval; and
(b) in all other cases – there is an act, failure to act or occurrence that will prevent the
Condition being satisfied by the End Date (and the breach or non-fulfilment that would
otherwise have occurred has not already been waived in accordance with this deed).
4. Scheme Structure
4.1 Scheme
(a) ATL must, as soon as reasonably practicable after the date of this deed and substantially
in compliance with the Timetable, propose the Scheme under which, subject to the
Scheme becoming Effective, all of the Scheme Shares will be transferred to
thl Acquirer
and the Scheme Shareholders will be entitled to receive, for each Scheme Share held at
the Scheme Record Date, the Scheme Consideration.
(b) ATL must not consent to any modification of, or amendment to, or the making or
imposition by the Court of any condition in respect of the Scheme without the prior written
consent of
thl.
4.2 Scheme Consideration
Subject to this deed and the Scheme, each of thl and thl Acquirer covenants in favour of ATL (in
ATL's own right and separately as trustee for each Scheme Shareholder) that, in consideration of
the transfer to
thl Acquirer of the Scheme Shares under the terms of the Scheme, on the
Implementation Date,
thl Acquirer will:
(a) accept that transfer; and
(b) provide or procure as set forth in clause 4.3 the provision to each Scheme Shareholder of
the Scheme Consideration,
in accordance with the Scheme.
4.3 Allotment and issue of thl Consideration Shares
(a) Subject to clause 4.3(c) and the Scheme becoming Effective, thl Acquirer must procure
thl to, and thl must:

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(i) in accordance with the Deed Poll, issue the
thl Consideration Shares to the
Scheme Shareholders in accordance with the Scheme on terms that each
thl
Consideration Share will rank equally in all respects with each other
thl Share
then on issue;
(ii) ensure that on issue each
thl Consideration Share will be fully paid and free from
any mortgage, charge, lien, encumbrance or other security interest (except for any
lien arising under the constitution of
thl); and
(iii) use all reasonable endeavours to ensure that such
thl Consideration Shares are
listed for trading on NZX and ASX, and that trading in the
thl Consideration
Shares commences as soon as practicable after the Implementation Date.
(b) To facilitate the issue of the
thl Consideration Shares to Scheme Shareholders, ATL must
provide to
thl, or procure the provision to thl of, a complete copy of the ATL Register as at
the Scheme Record Date (which must include the name, address and registered holding
of each Scheme Shareholder as at the Scheme Record Date), within one Business Day
after the Scheme Record Date. The details and information to be provided under this
clause must be provided in such form as
thl, its Advisers or share registry may reasonably
require.
(c)
thl and thl Acquirer have no obligation to issue (or to procure the issue), and must not
issue, any
thl Consideration Shares to Foreign Scheme Shareholders, and instead:
(i)
thl will issue the thl Consideration Shares that would otherwise have been issued
to the Foreign Scheme Shareholders to a nominee appointed by
thl;
(ii)
thl will procure that, as soon as reasonably practicable after the Implementation
Date (and, in any event, not more than 15 Business Days after the Implementation
Date), the nominee:
(A) sells, or procures the sale, of those
thl Consideration Shares on-market
and in the ordinary course of trading on NZX in such manner, at such price
and on such other terms as the nominee determines in good faith; and
(B) remits the proceeds from that sale (after deducting any brokerage, duty
and other selling costs, taxes and charges) to
thl; and
(iii) as soon as practicable after the last sale of
thl Consideration Shares in
accordance with clause 4.3(c)(ii)(A) and remittance of the proceeds of that sale in
accordance with clause 4.3(c)(ii)(B),
thl will pay the proceeds it receives to the
Foreign Scheme Shareholders in accordance with their entitlement in full
satisfaction of the Foreign Scheme Shareholders’ entitlement to the relevant
thl
Consideration Shares. No assurances will be given to Foreign Scheme
Shareholders as to the price that will be achieved for the sale of thl Consideration
Shares in accordance with this clause and the sale of the thl Consideration
Shares will be at the risk of the Foreign Scheme Shareholder.
(d) Any fractional entitlement of the Scheme Shareholder to a part of a
thl Consideration
Share will be rounded as follows:
(i) if the fractional entitlement is less than 0.5, it will be rounded down to zero thl
Consideration Shares; and
(ii) if the fractional entitlement is equal to or more than 0.5, it will be rounded up to
one
thl Consideration Shares.
(e) In the case of Scheme Shares held in joint names, any certificates or uncertificated
holding statements for
thl Consideration Shares to be issued to Scheme Shareholders will
be issued in the names of the joint holders and will be forwarded to the holder whose
name appears first in the ATL Register on the Scheme Record Date.
4.4 ASX Admission
As soon as reasonably practicable after the date of this deed, thl must prepare all documents
required by ASX to apply for ASX Admission and use all reasonable endeavours to ensure that
the ASX grants approval for ASX Admission on or before the Delivery Time on the Second Court

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Date, subject only to customary conditions, the Scheme becoming Effective and any other
conditions acceptable to the parties (each acting reasonably), and
thl must use reasonable
endeavours to procure that trading in thl Consideration Shares commences on NZX and ASX on
a normal trading basis by the Implementation Date or as soon as practicable thereafter.
4.5 Deed Poll
thl and thl Acquirer covenant in favour of ATL (in ATL's own right and separately as trustee for
each of the Scheme Shareholders) to execute and deliver the Deed Poll no later than the
Business Day prior to the First Court Date.
5. Recommendation, intentions and announcements
5.1 ATL Board Recommendation and Voting Intention
(a) Subject to clause 5.2, ATL must ensure that the Announcement and the Explanatory
Booklet state that each ATL Director:
(i) considers the Scheme to be in the best interests of the Independent Shareholders
and recommends that the Independent Shareholders vote in favour of the Scheme
(Recommendation); and
(ii) intends to cause any ATL Shares in which they have a Relevant Interest to be
voted in favour of the Scheme (Voting Intention),
in each case qualified only by words to the effect of:
(iii) 'in the absence of a Superior Proposal'; and
(iv) other than in respect of the Explanatory Booklet, 'subject to the Independent
Expert concluding that the Scheme is in the best interests of the Independent
Shareholders' and in respect of the Explanatory Booklet and any public document
issued after the Explanatory Booklet, 'subject to the Independent Expert continuing
to conclude that the Scheme is in the best interests of the Independent
Shareholders'.
(b) Subject to clause 5.2, ATL must ensure that the ATL Board collectively, and the members
of the ATL Board individually, do not change, withdraw or modify any Recommendation or
Voting Intention unless:
(i) other than as a result of a breach of clause 14, a Superior Proposal is received by
ATL or announced by a third party and the ATL Board, acting in good faith and
after having taken advice from ATL’s legal advisers (who must be reputable
advisers experienced in transactions of this nature), determines that maintaining
the Recommendation and Voting Intention would constitute a breach of the
fiduciary duties or statutory obligations of any member of the ATL Board to ATL; or
(ii) the Independent Expert concludes in the Independent Expert's Report (either in its
initial report or any subsequent update of its report) that the Scheme is not in the
best interests of the Independent Shareholders,
and ATL has complied with its obligations under clause 14 (including ensuring that all of
thl's rights under clause 14.8 have been exhausted).
5.2 Exclusion from Recommendation
The obligation of ATL under clause 5.1 to ensure that each ATL Director provides and maintains
the Recommendation is qualified to the extent that any ATL Director considers, acting reasonably
(including after having taken legal advice from reputable and independent external legal advisors
experienced in transactions of this nature) and in good faith, that the ATL Director should not
provide or continue to maintain any recommendation (positive or adverse) because that ATL
Director has an interest in the Scheme that is so materially different from other Independent
Shareholders which would properly preclude or render it inappropriate for the ATL Director to
provide any such recommendation.

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5.3 Confirmation
ATL represents and warrants to thl that each ATL Director has confirmed the ATL Director's
agreement not to do anything inconsistent with their Recommendation and Voting Intention
(including withdrawing, changing or in any way qualifying the ATL Director's Recommendation or
Voting Intention) other than in the circumstances referred to in clause 5.1(b).
5.4 Promotion of Scheme
During the Exclusivity Period, ATL must procure that the Senior Managers, as reasonably
requested by
thl and as agreed by ATL, participate in efforts to promote the merits of the
Scheme, including:
(a) meeting with key Independent Shareholders;
(b) communicating with ATL's employees, customers and suppliers and the employees,
customers and suppliers of ATL's Related Bodies Corporate; and
(c) communicating with the public to promote the merits of the Scheme, subject only to:
(i) the Independent Expert not having concluded in the Independent Expert's Report
(or any subsequent update of the report) that the Scheme is not in the best
interests of the Independent Shareholders; and
(ii) there being no Superior Proposal.
6. Proposed Transaction – parties' respective implementation obligations
6.1 ATL's obligations
ATL must take all steps reasonably necessary to propose and (subject to all of the Conditions
being satisfied or waived in accordance with their terms) implement the Scheme as soon as
reasonably practicable and after the date of this deed and substantially in accordance with the
Timetable, including without limitation taking each of the following steps:
(a) (Explanatory Booklet) prepare the Explanatory Booklet in accordance with clause 6.3;
(b) (Independent Expert) promptly:
(i) if not already done prior to the date of this deed, appoint the Independent Expert to
prepare the Independent Expert’s Report; and
(ii) provide all assistance and information reasonably requested by the Independent
Expert in connection with the preparation of the Independent Expert's Report;
(c) (Investigating Accountant's Report) appoint the Investigating Accountant to prepare the
Investigating Accountant’s Report and promptly provide all assistance and information
reasonably requested by the Investigating Accountant in connection with the preparation
of the Investigating Accountant's Report;
(d) (review of draft Independent Expert’s Report) on receipt from the Independent Expert,
provide
thl with the draft report received from the Independent Expert for factual accuracy
review (noting in each case that any draft of the Independent Expert's Report provided to
thl for review will not include those sections containing the Independent Expert’s opinion),
and promptly give to the Independent Expert any comments that
thl provides ATL in
relation to factual matters regarding
thl in any draft of the Independent Expert's Report;
(e) (approval of draft for ASIC and ASX) as soon as reasonably practicable after the
preparation of an advanced draft of the Explanatory Booklet suitable for review by ASIC
and ASX, procure that a meeting of the ATL Board, or of a committee of the ATL Board
appointed for the purpose, is held to consider approving that draft as being in a form
appropriate for provision to ASIC for its review and approval for the purposes of
section 411(2) of the Corporations Act and to ASX for its review and approval for the
purposes of Appendix 7A to the ASX Listing Rules;

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(f) (liaison with ASIC and ASX) as soon as reasonably practicable after the date of this
deed and otherwise in accordance with the Timetable:
(i) provide an advanced draft of the Explanatory Booklet, in a form approved in
accordance with clauses 6.1(e) and 6.2(f), to ASIC for its review and approval for
the purposes of section 411(2) of the Corporations Act and to ASX for its review
and approval for the purposes of Appendix 7A to the ASX Listing Rules; and
(ii) liaise with ASIC and ASX during the period of their respective consideration of that
draft of the Explanatory Booklet and keep
thl reasonably informed of any matters
raised by ASIC or ASX in relation to the Explanatory Booklet and use reasonable
endeavours, in consultation with
thl, to resolve any such matters (provided that,
where any matters relate to
thl Information, ATL must not take any steps to
address them without the prior written consent of
thl, not to be unreasonably
withheld or delayed);
(g) (approval of Explanatory Booklet) as soon as reasonably practicable after the
conclusion of the reviews by ASIC and ASX of the Explanatory Booklet, procure that a
meeting of the ATL Board, or of a committee of the ATL Board appointed for the purpose,
is held to consider approving the Explanatory Booklet for dispatch to the Independent
Shareholders, subject to orders of the Court under section 411(1) of the Corporations Act;
(h) (section 411(17)(b) statements) apply to ASIC for the production of statements in writing
under section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the
Scheme;
(i) (confirmation of no objection from ASX) request ASX to confirm that it has no objection
to the draft Explanatory Booklet;
(j) (first Court hearing) lodge all documents with the Court and take all other reasonable
steps to ensure that promptly after, and provided that, the approvals in clauses 6.1(g) and
6.2(g) have been received, an application is heard by the Court for an order under
section 411(1) of the Corporations Act directing ATL to convene the Scheme Meeting;
(k) (registration of explanatory statement) request ASIC to register the explanatory
statement included in the Explanatory Booklet in relation to the Scheme in accordance
with section 412(6) of the Corporations Act;
(l) (information):
(i) provide reasonable information about the Scheme and the ATL Shareholders to
thl and its Related Bodies Corporate, which thl requests and reasonably requires
in order to:
(A) facilitate the provision by, or on behalf of,
thl of the Scheme Consideration;
or
(B) review the tally of proxy appointments and directions received by ATL
before the Scheme Meeting;
(ii) within 5 Business Days after the date of this deed, provide
thl with:
(A) a copy of the ATL Register as at the date of this deed to the extent doing
so does not breach applicable privacy laws; and
(B) the most recently available information in ATL's possession regarding the
beneficial ownership of ATL Shares including a copy of the most recent
beneficial ownership analysis report received by ATL (which may be as at
a date prior to the date of this deed); and
(iii) provide thl, as soon as practicable after receiving a request from thl:
(A) a copy of the latest ATL Register; and
(B) the most recently available information in ATL's possession regarding the
beneficial ownership of ATL Shares including a copy of the most recent
beneficial ownership analysis report received by ATL;

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(m) (convene Scheme Meeting) subject to the Court granting orders under section 411(1) of
the Corporations Act directing ATL to convene the Scheme Meeting, take all reasonable
steps necessary to comply with the orders of the Court including, as required, despatching
the Explanatory Booklet to the ATL Shareholders and convening and holding the Scheme
Meeting;
(n) (Court approval application if parties agree that conditions are capable of being
satisfied) if the resolution submitted to the Scheme Meeting is passed by the majorities
required under section 411(4)(a)(ii) of the Corporations Act (or, where clause 3.7 applies,
the majority required under section 411(4)(a)(ii)(B) of the Corporations Act) and, if
necessary, the parties agree on the Business Day immediately following the Scheme
Meeting that it can be reasonably expected that all of the Conditions will be satisfied or
waived prior to the proposed Second Court Date, apply to the Court for orders approving
the Scheme;
(o) (appeal process) if the Court refuses to make any orders directing ATL to convene the
Scheme Meeting or approving the Scheme, ATL and
thl must:
(i) consult with each other in good faith as to whether to appeal the Court's decision;
and
(ii) must appeal the Court's decision unless the parties agree otherwise or an
independent senior counsel from the Queensland bar gives written advise to a
party that, in senior counsel's opinion, an appeal would have no reasonable
prospects of success;
(p) (implementation of Scheme) if the Scheme is approved by the Court:
(i) subject to the ASX Listing Rules, promptly lodge with ASIC an office copy of the
orders approving the Scheme in accordance with section 411(10) of the
Corporations Act;
(ii) determine entitlements to the Scheme Consideration as at the Scheme Record
Date in accordance with the Scheme;
(iii) execute proper instruments of transfer of and effect and register the transfer of the
Scheme Shares to
thl on the Implementation Date; and
(iv) do all other things contemplated by or necessary to give effect to the Scheme and
the orders of the Court approving the Scheme;
(q) (Regulatory notifications) in relation to the Regulatory Approvals, lodge with any
Governmental Agency within the relevant periods all documentation and filings required by
law to be so lodged by ATL in relation to the Proposed Transaction;
(r) (
thl Information) without the prior written consent of thl, not use the thl Information for
any purposes other than those contemplated by this deed or the Scheme;
(s) (Documents) consult with
thl in relation to the content of the documents required for the
purpose of the Scheme including by sharing drafts of the originating process, affidavits,
submissions, minutes of Court orders and other documents required for the purposes of
the Court hearings held for the purposes of sections 411(1) and 411(4)(b) of the
Corporations Act in relation to the Scheme and consider in good faith, for the purpose of
amending those drafts, comments from
thl on those drafts prior to filling those documents
with the Court;
(t) (Shareholder support) in consultation with
thl, and subject to these arrangements being
appropriately disclosed to the Court, encourage the Independent Shareholders to vote on
the Scheme and, if requested to do so by
thl, engage a proxy solicitation firm to assist in
soliciting proxy votes (and ATL may independently decide to appoint a proxy solicitation
firm after consulting in good faith with
thl);
(u) (ASX Admission) promptly provide reasonable assistance to thl to enable thl to prepare
all documents required by ASX to apply for ASX Admission;
(v) (quotation of ATL Shares and ASX listing) apply to ASX:

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(i) to have trading in ATL Shares suspended from the close of trading on the
Effective Date;
(ii) to have ATL removed from the official list of ASX from:
(A) the close of trading on the Business Day immediately following the
Implementation Date; or
(B) subject to approval by ASX, such other later date after the Implementation
Date to be determined by
thl; and
(w) (Compliance with laws) do everything reasonably within its power to ensure that all
transactions contemplated by this deed are effected in accordance with all applicable laws
and regulations.
6.2 thl's obligations
thl must take all steps reasonably necessary to assist ATL to implement the Scheme as soon as
reasonably practicable and substantially in accordance with the Timetable including, without
limitation, taking each of the following steps:
(a) (
thl Information) promptly provide to ATL, in a form appropriate for inclusion in the
Explanatory Booklet, all
thl Information that is required by all applicable law, the ASX
Listing Rules, Australian Takeovers Panel policy and guidance notes and ASIC
Regulatory Guides for inclusion in the Explanatory Booklet, which information must
without limiting the above:
(i) contain all information necessary to enable ATL to ensure that the Explanatory
Booklet complies with the requirements of RG 60;
(ii) not be misleading or deceptive in any material respect (whether by omission or
otherwise) including in the form and context in which it appears in the Explanatory
Booklet; and
(iii) be updated by all such further or new material information which may arise after
the Explanatory Booklet has been dispatched until the date of the Scheme
Meeting which is necessary to ensure that it is not misleading or deceptive in any
material respect (whether by omission or otherwise);
(b) (Regulatory notifications) in relation to the Regulatory Approvals, lodge with any
regulatory authority within the relevant time periods all documentation and filings required
by law to be so lodged by
thl in relation to the Proposed Transaction;
(c) (Independent Expert) promptly provide all assistance and information reasonably
requested by the Independent Expert to enable it to prepare the Independent Expert's
Report;
(d) (Investigating Accountant’s Report) provide all assistance and information reasonably
requested by the Investigating Accountant in connection with the preparation of the
Investigating Accountant's Report;
(e) (review of Explanatory Booklet) as soon as reasonably practicable after delivery, review
the drafts of the Explanatory Booklet prepared by ATL and provide comments on those
drafts in good faith;
(f) (approval of draft for ASIC and ASX) as soon as reasonably practicable after the
preparation of an advanced draft of the Explanatory Booklet suitable for review by ASIC
and ASX, procure that a meeting of the appropriate representatives of
thl is held to
consider approving those sections of that draft that relate to
thl, including the thl
Information, as being in a form appropriate for provision to ASIC and ASX for review;
(g) (approval of Explanatory Booklet) as soon as reasonably practicable after the
conclusion of the review by ASIC and ASX of the Explanatory Booklet, procure that a
meeting of the appropriate representatives of
thl is held to consider approving those
sections of the Explanatory Booklet that relate to
thl as being in a form appropriate for
dispatch to Independent Shareholders, subject to approval of the Court;

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(h) (Deed Poll) deliver the Deed Poll executed by thl and thl Acquirer to ATL in accordance
with clause 4.5;
(i) (ASX Admission) apply to ASX for ASX Admission in accordance with clause 4.4;
(j) (consent) provide a consent and use all reasonable endeavours to obtain consents from
third parties in such form as ATL reasonably requires to the form and content in which the
thl Information appears in the Explanatory Booklet;
(k) (Representation) procure that thl is represented by counsel at the Court hearings
convened for the purposes of section 411(4)(b) of the Corporations Act;
(l) (Cleansing notice) lodging with NZX on the Cleansing Notice Date, the notice
contemplated by, and complying with the content and lodgement requirements set out in,
clause 20 of Schedule 8 of the FMCR;
(m) (promote the Proposed Transaction) if requested by ATL, participate in reasonable
efforts to promote the merits of the Proposed Transaction and the Scheme Consideration;
(n) (ATL Information) without the prior written consent of ATL, not use ATL Information for
any purposes other than those contemplated by this deed and the Scheme; and
(o) (Compliance with laws) do everything reasonably within its power to ensure that all
transactions contemplated by this deed are effected in accordance with all applicable laws
and regulations.
6.3 Explanatory Booklet – preparation principles
(a) As soon as reasonably practicable after the date of this deed and substantially in
accordance with the Timetable, ATL must prepare the Explanatory Booklet in compliance
with:
(i) all applicable laws, in particular with the Corporations Act, RG 60, Australian
Takeovers Panel policy and guidance notes and the ASX Listing Rules; and
(ii) this clause 6.3.
(b) The Explanatory Booklet will include:
(i) letter from the ATL chairman;
(ii) letter from the thl chairman;
(iii) the terms of the Scheme;
(iv) the notice of Scheme Meeting and any other notice of meeting in respect of any
resolution that is necessary, expedient or incidental to give effect to the Scheme,
together with proxy forms for the Scheme Meeting and for any ancillary meeting;
(v) the ATL Information;
(vi) the
thl Information;
(vii) a copy of this deed;
(viii) a copy of the executed Deed Poll;
(ix) a copy of the Investigating Accountant’s Report;
(x) a report or opinion prepared by an accounting firm in relation to the potential
taxation consequences of the Scheme on Scheme Shareholders; and
(xi) a copy of the Independent's Expert Report.
(c) The Explanatory Booklet must include a statement, in a form to be agreed by the parties,
to the effect that:
(i) other than the
thl Information, the Investigating Accountant’s Report, the report or
opinion prepared by an accounting firm in relation to the potential taxation
consequences of the Scheme on Scheme Shareholders and the Independent
Expert's Report, the Explanatory Booklet has been prepared by ATL and is the

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responsibility of ATL, and that
thl assumes no responsibility for the accuracy or
completeness of the Explanatory Booklet (other than
thl Information); and
(ii) the
thl Information in the Explanatory Booklet has been provided by thl and is the
responsibility of
thl (other than any information provided by ATL to thl or obtained
from ATL's public filings on ASX regarding the ATL Group contained in, or used in,
the preparation of the information regarding the combined group following the
implementation of the Scheme), and ATL assumes no responsibility for the
accuracy or completeness of the
thl Information.
(d) ATL must make available to
thl drafts of the Explanatory Booklet (excluding any part of
the draft of the Independent Expert's Report which contains the Independent Expert's
opinion), consult with
thl in relation to the content of those drafts (other than the thl
Information), and consider in good faith, for the purpose of amending those drafts,
comments from
thl on those drafts. thl acknowledges and agrees that ATL has ultimate
discretion with respect to the preparation, form and content of the Explanatory Booklet,
other than as provided in this deed with respect to the
thl Information.
(e) ATL must seek approval from
thl for the form and context in which the thl Information
appears in the Explanatory Booklet, which approval
thl must not unreasonably withhold or
delay, and ATL must not lodge the Explanatory Booklet with ASIC until such approval is
obtained from
thl.
(f) If thl determines (acting reasonably), having regard to advice from a qualified tax advisor,
that thl is either:
(i) required by law to withhold an issue of
thl Consideration Shares (or a
combination) to a Scheme Shareholder; or
(ii) liable to pay an amount to the Commissioner of Taxation under Subdivision 14-D
of Schedule 1 to the Taxation Administration Act 1953 (Cth) in respect of the
acquisition of Scheme Shares from a Scheme Shareholder,
(either of the above being the Relevant Amount),
then:
(iii) thl must provide written notice, and any reasonable information request by ATL in
connection to the advice received by thl, to ATL as soon as reasonably practicable
following receipt of the advice; and
(iv) thl and ATL will use best endeavours to ensure that:
(A) the Explanatory Booklet includes information on thl’s withholding
obligations of the Relevant Amount; and
(B) relevant Independent Shareholders are provided with an opportunity to
provide a declaration form to ATL regarding either their tax residency
status or interest in ATL Shares.
(g) If ATL and
thl disagree on the form or content of the Explanatory Booklet, they must
consult in good faith to try to settle an agreed form of the Explanatory Booklet. If complete
agreement is not reached after reasonable consultation, then:
(i) if the disagreement relates to the form or content of any information appearing in
the Explanatory Booklet other than the
thl Information, the ATL Board will, acting
in good faith, decide the final form or content of the disputed part of the
Explanatory Booklet; and
(ii) if the disagreement relates to the form or content of the
thl Information, ATL will
make such amendments to the form or content of the disputed part of the
thl
Information as
thl reasonably requires.
(h) ATL must take all reasonable steps, including by undertaking appropriate verification
processes, to ensure that the Explanatory Booklet (other than the
thl Information) is not
misleading or deceptive in any material respect (whether by omission or otherwise) as at
the date it is dispatched to the Independent Shareholders.

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(i)
thl must take all reasonable steps, including by undertaking appropriate verification
processes, to ensure that the
thl Information is not misleading or deceptive in any material
respect (whether by omission or otherwise) as at the date on which the Explanatory
Booklet is dispatched to the Independent Shareholders.
(j) ATL must provide to
thl all such further or new information of which ATL becomes aware
that arises after the Explanatory Booklet has been dispatched until the date of the Scheme
Meeting where this is or may be necessary to ensure that the Explanatory Booklet
continues to comply with the Corporations Act, RG 60, Australian Takeovers Panel policy
and guidance notes and the ASX Listing Rules.
(k)
thl must provide to ATL all such further or new information of which thl becomes aware
that arises after the Explanatory Booklet has been dispatched until the date of the Scheme
Meeting where this is or may be necessary to ensure that the
thl Information continues to
comply with the Corporations Act, RG 60, Australian Takeovers Panel policy and guidance
notes and the ASX Listing Rules.
(l) ATL and
thl each agree that the efficient preparation of the Explanatory Booklet and the
implementation of the Scheme are in the interests of the Independent Shareholders and
thl and that they will use all reasonable endeavours and utilise all reasonably necessary
resources (including management resources and the resources of external advisers) to
comply with their respective obligations under this clause 6.3 and to implement the
Scheme as soon as reasonably practicable and substantially in accordance with the
Timetable.
7. Conduct of business before the Implementation Date
7.1 Conduct of ATL business
(a) Subject to clause 7.2(a), from the date of this deed up to and including the Implementation
Date, ATL must conduct and must cause each of its Subsidiaries to conduct their
businesses in the ordinary and usual course of business and:
(i) use reasonable endeavours to preserve their relationships with customers,
suppliers, landlords, licensors, licensees and others having material business
dealings with them, and to retain the services of all key employees;
(ii) use reasonable endeavours to ensure that all assets are maintained in the normal
course consistent with past practice;
(iii) use reasonable endeavours to comply in all material respects with all material
contracts to which a member of the ATL Group is a party, and with laws,
authorisations and licences applicable to each member of the ATL Group; and
(iv) not take or fail to take any action that constitutes an ATL Prescribed Occurrence or
that could reasonably be expected to result in an ATL Prescribed Occurrence.
(b) Without limiting clause 7.1(a) but subject to clause 7.2(a), ATL must not, and must procure
that its Subsidiaries do not, from the date of this deed up to and including the
Implementation Date, do any of the following (or agree or offer to do any of the following):
(i) incur any additional Financial Indebtedness (except for draw-downs on existing
banking facilities or utilisation of existing securitisation programs) or guarantee or
indemnify the obligations of any person other than a member of the ATL Group,
other than in the usual and ordinary course of business and consistent with past
practice;
(ii) other than as approved in writing by
thl (not to be unreasonably withheld or
delayed), amend or take any action that:
(A) seeks or causes a financier (or person acting on its behalf) to consent to or
waive (whether or not such consent or waiver is conditioned) any provision
under; or

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(B) would be reasonably likely to give rise to a financier (or person acting on
its behalf) being capable of exercising a right that would pose a risk to the
continuity of,
any Financial Indebtedness to which one or more members of the ATL Group are
a party;
(iii) make any change to its constitution;
(iv) (except as required by law or as provided in an existing contract in place as at the
date of this deed) enter into or make any material change to the terms of
employment of (including increasing the remuneration or compensation of), any
person, including an officer, director, executive or other employee, where the
relevant action is an ATL Significant Approval Matter (Key Person);
(v) increase the remuneration or compensation of any person, including an officer,
director, executive or other employee of the ATL Group where the relevant action
is an ATL Significant Approval Matter, other than pursuant to contractual
arrangements in effect on the date of this deed and which are Fairly Disclosed in
the Due Diligence Material;
(vi) amend the terms of any option, performance right, incentive or share plan or
accelerate the rights of any of their employees to compensation or benefits of any
kind (including under any option, performance right, incentive or share plan);
(vii) rescind the suspension of ATL’s STI Plan (or adopt any alternative short term
incentive plan);
(viii) offer to any employee the right to participate in the STI Plan (or any other
alternative short term incentive plan);
(ix) implement the LTI Plan or offer to any employee the right to participate in the LTI
Plan;
(x) terminate or encourage the resignation of a Key Person, except for cause (acting
reasonably) in accordance with contractual arrangements in effect on the date of
this deed or otherwise in accordance with current personnel practices;
(xi) pay any of its officers, directors, executives or other employees a bonus payment,
a severance, termination or retention payment where the relevant action is an ATL
Significant Approval Matter, other than pursuant to contractual arrangements in
effect on the date of this deed and which are Fairly Disclosed in the Due Diligence
Material;
(xii) make any concession or acknowledgment in respect of, or vary any pattern of
work of, any employee or group of employees that is reasonably expected to give
rise to a future potential claim, dispute or liability for the ATL Group where the
relevant action is an ATL Significant Approval Matter;
(xiii) settle or compromise any dispute, audit on inquiry in relation to tax or duty or
amends any tax return, other than in the ordinary course of its business;
(xiv) commence, threaten in writing, settle or offer to settle any legal proceedings,
claim, dispute, investigation, arbitration or other like proceeding where the relevant
action is an ATL Significant Approval Matter;
(xv) (except under contractual arrangements in effect on the date of this deed and
which are Fairly Disclosed in the Due Diligence Material) enter into any enterprise
bargaining agreement or similar collective employment agreement;
(xvi) in respect of any single transaction or series of related or similar transactions,
acquire or dispose of any interest in a business, real property, entity or
undertaking, where the relevant action is an ATL Significant Approval Matter;
(xvii) incur or enter into commitments involving capital expenditure where the relevant
action is an ATL Significant Approval Matter;

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(xviii) enter into, vary or terminate any contract, joint venture, partnership or commitment
where the relevant action is an ATL Significant Approval Matter;
(xix) enter into any new financing arrangement, agreement or otherwise provide
financial accommodation other than with members of the ATL Group (irrespective
of what form that accommodation takes), or amend the terms of any existing
financing arrangement, agreement or instrument;
(xx) write-down any of its material assets other than in accordance with the AU
Accounting Standards;
(xxi) enter into any agreement, arrangement or transaction with respect to derivative
instruments (including, but not limited to, swaps, futures contracts, forward
commitments, commodity derivatives or options) or similar instruments, except
foreign currency hedges or interest rate hedges (including basis swaps on interest
rates, such that the net period for the floating interest on the swaps is the same
period as the net floating interest period on the relevant loan) made in the ordinary
course of business consistent with past practice and in accordance with existing
policy as at the date of this deed;
(xxii) pay, incur or agree to pay or incur transaction costs (being any investment
banking, financial adviser, legal, accounting, share registry and other costs
payable to other advisers or third party service provides, and any payments to
employees that relate directly to the Proposed Transaction such as deal or
retention bonuses) other than in accordance with arrangements Fairly Disclosed in
the Due Diligence Material prior to the date of this deed;
(xxiii) issue, or agree to issue, or grant an option to subscribe for, debentures (as
defined in section 9 of the Corporations Act) other than under an existing financing
arrangement which has been Fairly Disclosed in the Due Diligence Material;
(xxiv) alter in any material respect any accounting policy of any member of the ATL
Group other than any change required by the AU Accounting Standards; or
(xxv) amend in a material respect or terminate any existing shareholders agreement,
joint venture agreement or other similar investor agreements or arrangements, or
enter into any shareholders agreement, joint venture agreement or other similar
investor agreement or arrangement.
7.2 Permitted activities by ATL
(a) The obligations of ATL under clause 7.1 do not apply in respect of any matter:
(i) undertaken by a member of the ATL Group in conducting its businesses in the
usual and ordinary course and consistent with past practice as Fairly Disclosed in
the Due Diligence Materials;
(ii) required to be done or procured by ATL or its Subsidiaries under, or which is
otherwise contemplated by, this deed or the Scheme;
(iii) required by law or by an order of a court or Governmental Agency;
(iv) subject to clause 7.2(b), Fairly Disclosed in the Due Diligence Material or in
documents that were publicly available in the 24 months prior to the date of this
deed from public filings of ATL with ASX, ASIC or public registers as being actions
that the ATL Group may carry out between the date of this deed and the
Implementation Date;
(v) the undertaking of which
thl has approved in writing (which approval must not be
unreasonably withheld or delayed);
(vi) required in order to comply with any law relating to Tax, including to pay any Tax
when due; or
(vii) which, in the reasonable opinion of ATL, is a reasonable and prudent response to
an emergency or disaster (including, but not limited to an epidemic or pandemic
(including COVID-19) or the impact arising from such an event or a situation giving

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rise to a risk of personal injury or damage to property), or any escalation of the
same, and it is impractical to seek the approval of
thl prior to giving effect to the
response.
(b) ATL must, in respect of any matter referred to in clause 7.2(a)(iv) above that it proposes to
undertake, promptly provide
thl with any information regarding the matter reasonably
requested by
thl.
(c) Clause 7.2(b) does not operate to provide
thl with a veto right in respect of any matter
referred to in clause 7.2(a)(iv).
7.3 Conduct of thl business
(a) Subject to clause 7.4(a), from the date of this deed up to and including the Implementation
Date,
thl must conduct and must cause each of its Subsidiaries to conduct their
businesses in the ordinary and usual course of business and:
(i) use reasonable endeavours to preserve their relationships with customers,
suppliers, landlords, licensors, licensees and others having material business
dealings with them, and to retain the services of all key employees;
(ii) use reasonable endeavours to ensure that all assets are maintained in the normal
course consistent with past practice;
(iii) use reasonable endeavours to comply in all material respects with all material
contracts to which a member of the
thl Group is a party, and with laws,
authorisations and licences applicable to each member of the
thl Group; and
(iv) not take or fail to take any action that constitutes a
thl Prescribed Occurrence or
that could reasonably be expected to result in a
thl Prescribed Occurrence.
(b) Without limiting clause 7.3(a) but subject to clause 7.4(a),
thl must not, and must procure
that its Subsidiaries do not, from the date of this deed up to and including the
Implementation Date, do any of the following (or agree or offer to do any of the following):
(i) incur any additional Financial Indebtedness (except for draw-downs on existing
banking facilities or utilisation of existing securitisation programs) or guarantee or
indemnify the obligations of any person other than a member of the
thl Group,
other than in the usual and ordinary course of business and consistent with past
practice;
(ii) other than as approved in writing by ATL (not to be unreasonably withheld or
delayed), amend or take any action that:
(A) seeks or causes a financier (or person acting on its behalf) to consent to or
waive (whether or not such consent or waiver is conditioned) any provision
under; or
(B) would be reasonably likely to give rise to a financier (or person acting on
its behalf) being capable of exercising a right that would pose a risk to the
continuity of,
any Financial Indebtedness to which one or more members of the
thl Group are a
party;
(iii) make any change to its constitution;
(iv) (except as required by law or as provided in an existing contract in place as at the
date of this deed) enter into or make any material change to the terms of
employment of (including increasing the remuneration or compensation of), any
person, including an officer, director, executive or other employee where the
relevant action is a thl Significant Approval Matter (Key Person);
(v) increase the remuneration or compensation of any person, including an officer,
director, executive or other employee of the
thl Group where the relevant action is
a thl Significant Approval Matter, other than pursuant to contractual arrangements
in effect on the date of this deed and which are Fairly Disclosed in the thl Due
Diligence Material,

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(vi) amend the terms of any option, performance right, incentive or share plan;
(vii) accelerate the rights of any of their employees to compensation or benefits of any
kind (including under any option, performance right, incentive or share plan);
(viii) terminate or encourage the resignation of a Key Person, except for cause (acting
reasonably) in accordance with contractual arrangements in effect on the date of
this deed or otherwise in accordance with current personnel practices;
(ix) pay any of its officers, directors, executives or other employees a bonus payment,
a severance, termination or retention payment where the relevant action is a thl
Significant Approval Matter, other than pursuant to contractual arrangements in
effect on the date of this deed and which are Fairly Disclosed in the thl Due
Diligence Material;
(x) make any concession or acknowledgment in respect of, or vary any pattern of
work of, any employee or group of employees that is reasonably expected to give
rise to a future potential claim, dispute or liability for the
thl Group where the
relevant action is a thl Significant Approval Matter;
(xi) settle or compromise any dispute, audit on inquiry in relation to tax or duty or
amends any tax return, other than in the ordinary course of its business;
(xii) commence, threaten in writing, settle or offer to settle any legal proceedings,
claim, dispute, investigation, arbitration or other like proceeding where the relevant
action is a thl Significant Approval Matter;
(xiii) (except under contractual arrangements in effect on the date of this deed and
which are Fairly Disclosed in the thl Due Diligence Material) enter into any
enterprise bargaining agreement or similar collective employment agreement;
(xiv) in respect of any single transaction or series of related or similar transactions,
acquire or dispose of any interest in a business, real property, entity or
undertaking where the relevant action is a thl Significant Approval Matter;
(xv) incur or enter into commitments involving capital expenditure where the relevant
action is a thl Significant Approval Matter;
(xvi) enter into, vary or terminate any contract, joint venture, partnership or commitment
where the relevant action is a thl Significant Approval Matter;
(xvii) enter into any new financing arrangement, agreement or otherwise provide
financial accommodation other than with members of the
thl Group (irrespective of
what form that accommodation takes);
(xviii) write-down any of its material assets other than in accordance with the NZ
Accounting Standards;
(xix) enter into any agreement, arrangement or transaction with respect to derivative
instruments (including, but not limited to, swaps, futures contracts, forward
commitments, commodity derivatives or options) or similar instruments, except
foreign currency hedges or interest rate hedges (including basis swaps on interest
rates, such that the net period for the floating interest on the swaps is the same
period as the net floating interest period on the relevant loan) made in the ordinary
course of business consistent with past practice and in accordance with existing
policy as at the date of this deed;
(xx) pay, incur or agree to pay or incur transaction costs (being any investment
banking, financial adviser, legal, accounting, share registry and other costs
payable to other advisers or third party service provides, and any payments to
employees that relate directly to the Proposed Transaction such as deal or
retention bonuses) other than in accordance with arrangements Fairly Disclosed in
the thl Due Diligence Material prior to the date of this deed;
(xxi) issue, or agree to issue, or grant an option to subscribe for, debentures other than
under an existing financing arrangement which has been Fairly Disclosed in the
thl Due Diligence Material;

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(xxii) alter in any material respect any accounting policy of any member of the
thl Group
other than any change required by the NZ Accounting Standards; or
(xxiii) amend in a material respect or terminate any existing shareholders agreement,
joint venture agreement or other similar investor agreements or arrangements, or
enter into any shareholders agreement, joint venture agreement or other similar
investor agreement or arrangement.
7.4 Permitted activities by thl
(a) The obligations of thl under clause 7.3 do not apply in respect of any matter:
(i) undertaken by a member of the
thl Group in conducting its businesses in the
usual and ordinary course and consistent with past practice;
(ii) required to be done or procured by
thl or its Subsidiaries under, or which is
otherwise contemplated by, this deed or the Scheme;
(iii) required by law or by an order of a court or Governmental Agency;
(iv) subject to clause 7.4(b), Fairly Disclosed in the thl Due Diligence Material or in
documents that were publicly available in the 24 months prior to the date of this
deed from public filings of
thl with NZX or public registers as being actions that the
thl Group may carry out between the date of this deed and the Implementation
Date;
(v) the undertaking of which ATL has approved in writing (which approval must not be
unreasonably withheld or delayed);
(vi) required in order to comply with any law relating to Tax, including to pay any Tax
when due; or
(vii) which, in the reasonable opinion of
thl, is a reasonable and prudent response to
an emergency or disaster (including, but not limited to an epidemic or pandemic
(including COVID-19) or the impact arising from such an event or a situation giving
rise to a risk of personal injury or damage to property), or any escalation of the
same, and it is impractical to seek the approval of
thl prior to giving effect to the
response.
(b)
thl must, in respect of any matter referred to in clause 7.4(a)(iv) above that it proposes to
undertake, promptly provide ATL with any information regarding the matter reasonably
requested by ATL.
(c) Clause 7.4(b) does not operate to provide ATL with a veto right in respect of any matter
referred to in clause 7.4(a)(iv).
7.5 Access
(a) In the period from the date of this deed to the Implementation Date, ATL and thl must:
(i) procure that at least two members of ATL's and thl’s executive management team
meet regularly on at least a weekly basis (unless otherwise agreed by the parties)
to assist with, among other things:
(A) considering matters relevant to the integration of ATL Group into thl
Group, including in relation to identifying key ATL employees who will be
provided with protective contracts (with the understanding that this will be
at least three employees);
(B) discussing and planning the implementation of the Scheme;
(C) considering any other matters as agreed between ATL and thl from time to
time;
(D) keeping each other fully informed of the matters contemplated by
clause 7.5(a)(ii) below; and
(E) providing each other with access to information and people it has
requested under clause 7.5(a)(iii) below;

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(ii) keep each other fully informed of all material developments relating to each of
them and provide to each other monthly management, financial and operational
reports provided to their respective boards;
(iii) promptly following a reasonable request by ATL or
thl, provide access to:
(A) documents and information relating to it; and
(B) directors, executives (including in the case of ATL, the Senior Managers),
for the purpose of or in connection with:
(C) planning the transition of the ATL Group and other matters relating to the
conduct of the ATL Group following the Implementation Date;
(D) the financing arrangements in respect of the Proposed Transaction,
including any refinancing of existing Financial Indebtedness of the ATL
Group;
(E) understanding the financial position, businesses and operations of it and
its Subsidiaries including the cashflow and working capital position of each
of them;
(F) holding discussions with third parties, with the consent of ATL (such
consent not to be unreasonably withheld or delayed) that
thl and its
Authorised Persons reasonably wish to enter into with respect to the
Proposed Transaction prior to the Implementation Date, including
procuring that Senior Managers participate in such discussions; and
(G) otherwise facilitating the Proposed Transaction;
(iv) provide each other with complete copies of monthly accounts prepared by
management to the extent such accounts are prepared (which must be prepared
in accordance with IFRS, AIFRS or GAAP (as applicable) applied to the entities on
a basis consistent with past practice) as soon as reasonably practicable after
those materials have been provided to their respective boards.
(b) Nothing in this clause 7.5 obliges ATL or thl to do anything, or to provide any information:
(i) which would cause undue or unreasonable disruption to the operation of its
business in the ordinary course;
(ii) concerning the ATL Directors’ consideration of the Scheme or any Competing
Proposal (without limiting ATL’s obligations under clause 14); or
(iii) which would breach its constituent documents, any applicable law (including
privacy and competition laws), or any obligation of confidentiality to any person or
result in the loss of legal professional privilege.
(c) ATL and thl will provide reasonable assistance to each other for the purpose of satisfying
their respective obligations under this clause 7.5 but nothing in this clause 7.5 requires
ATL or thl to provide access to its people or documentation or to take any other action
which would involve refreshing or updating the Due Diligence Material or thl Due
Diligence Material, as applicable, or which would disrupt the usual and ordinary course of
ATL's or thl’s businesses and operations, as applicable.
7.6 Change of control rights
In respect of Material Contracts:
(a) the parties will seek to identify any change of control or similar provisions, or any consent,
approval or notification requirements in any Material Contract which would be triggered by
the implementation of the Proposed Transaction;
(b) the parties will use their reasonable endeavours to agree a proposed strategy to obtain
any approvals or consents required pursuant to clause 7.6(a) and, if agreed, ATL will then
contact the relevant counterparties to these contracts to request that they provide any
consent required in relation to the Proposed Transaction (including confirmation that they

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will not terminate those contracts due to a change in control of ATL as a result of the
implementation of the Proposed Transaction);
(c) ATL must use reasonable endeavours to obtain the consents referred to in clause 7.6(a)
in accordance with the agreed strategy as expeditiously as possible and, in any event,
prior to the Second Court Date and to ensure that once obtained, the consents are not
withdrawn, cancelled or revoked, including by:
(i) cooperating with, and doing all things reasonably requested by
thl or the
counterparty to a Material Contract;
(ii) promptly provide any information reasonably required by a counterparty to a
Material Contract, including providing any information requested by thl or those
counterparties from ATL or in relation to an ATL Related Person; and
(iii) make representatives of ATL available, where necessary, to meet with
counterparties to Material Contracts to deal with issues arising in relation to the
change of control of ATL;
(d)
thl must cooperate with, and provide any assistance (including providing factual
information regarding
thl and attending relevant meetings), reasonably requested by ATL
for the purposes of ATL complying with its obligations under this clause 7.6, except that
thl is not responsible for any costs incurred in connection with any application for or
granting of consent from the counterparties to the Material Contracts; and
(e) ATL must not, without the prior written consent of
thl which must not be unreasonably
withheld or delayed, incur any costs other than reasonable travel and legal expenses in
connection with performing its obligations under this clause.
8. Actions on and following Implementation Date
8.1 Reconstitution of the board of thl and each member of the ATL Group
(a) On the Implementation Date, but subject to the Scheme Consideration having been paid
in full to ATL or provided by
thl and receipt by thl or ATL (as applicable) of signed
consents to act:
(i) ATL must take all actions necessary (and in accordance with the constitution of the
ATL Group member, the Corporations Act and the ASX Listing Rules) to appoint
the persons nominated by
thl as new ATL Directors and new directors of each
Subsidiary; and
(ii)
thl must take all actions necessary (and in accordance with the constitution of thl,
the Companies Act and the NZX Listing Rules) to appoint:
(A) Luke Trouchet (as an executive director); and
(B) two other independent directors of ATL as at the Scheme Record Date and
nominated in writing by ATL to
thl before the Implementation Date,
as directors of
thl.
(b) Without limiting clause 8.1(a), on the Implementation Date, but subject to receipt by ATL
of written notices of resignation to the effect that the outgoing directors have no claim
outstanding against any member of the ATL Group (without prejudice to any rights they
may have under any deed of indemnity, access and insurance or policy of directors’ and
officers’ insurance), ATL must procure that:
(i) all outgoing ATL Directors resign from the ATL Board; and
(ii) all outgoing directors of each Subsidiary of ATL resign from their office.
(c) The parties acknowledge that the board of thl is currently expected to remain as
constituted in accordance with clause 8.1(a)(ii) until the date of thl's 2022 annual general
meeting after which point thl intends to have a board consisting of a maximum of eight
directors.