Tourism Holdings Limited logo

Record underlying profit, $0.15 dividend, positive outlook

Full Year Results28 August 2023THLConsumer Discretionary

INTEGRATED ANNUAL
REPORT 2023

UNITED

FOR GROWTH

INTERNATIONAL
BORDERS ARE OPEN

AND PEOPLE

ARE TRAVELLING AGAIN.

The road ahead to global

growth is straightening out and

we’re looking forward to making

real progress. The Apollo integration

is going smoothly and gathering

pace. And with it, a new thl is fast

emerging; a stronger global entity

than before with the most diverse

and complete offer for the

very best in Recreational

Vehicle (RV) living.

thl INTEGRATED ANNUAL REPORT 2023

Dear Shareholders
On behalf of the Board, we present the 2023 Integrated Report and consolidated financial

statements (financial statements) for the year ended 30 June 2023 (FY23).

The Board acknowledges its responsibility to ensure the integrity of the Integrated Report.

We have been delivering an Integrated Annual Report for thl stakeholders since FY19. We

believe the Integrated Reporting <IR> Framework enables us to provide a holistic view of our

context and business that is increasingly relevant in today’s complex and dynamic business

environment. The Board has applied its mind to the Integrated Report and believes that

it addresses the most material issues, presents fairly the integrated performance of the

organisation and its impacts in accordance with the principles set out in the International

Integrated Reporting Council (IIRC) Framework. The Integrated Report has been prepared

according to the IIRC guidelines. The Integrated Report was approved by the Board on

28 August 2023 and is signed on its behalf by:

Cathy Quinn ONZM

Chair

Rob Hamilton

Chair of the Audit

& Risk Committee

02A letter from the Chair

04A letter from the CEO

08Our Year in Review

09A Momentous Year of Achievements

10thl at a Glance

12Creating System Value

13Our Value Creation Model

15Our Business

16We Are One

17We Are RV

18We Are On Track

19Project Orange

20We are RV

21A Global RV Leader

22Our Build/Buy Model

24Our Rental Model

25Our Sales Model

28Our Tourism Experiences

29Our People and Responsibility

30Our Crew, Navigating Change

32Diversity and Inclusion Developments

34Our Global Sustainability Programme

37Our Responsible Management Disclosures

38Our FY23 Carbon Footprint

40Our Climate Disclosures

42Our FY23 Future-Fit Health Check

44Our Enterprise Risk Management Framework

47Our Financial Statements

48Directors’ Statement

99Independent auditor’s report

105Corporate Governance

122Board of Directors

124Corporate Information

CONTENTS

01

thl INTEGRATED ANNUAL REPORT 2023

A letter from
the Chair

Dear Shareholders

On behalf of the Board, I present the

financial statements for the full year

ended 30 June 2023 (FY23). In our first

year returning to profitability since the

start of the pandemic, I am pleased to

confirm that thl has delivered a statutory

net profit after tax (NPAT) of $49.9M,

representing an increase of $52.0M on the

prior year (FY22 statutory net loss after tax

of $2.1M). It is an excellent result and is

evidence that the new thl, following the

merger of thl and Apollo in FY23, is a

larger and stronger entity that is

positioned for future growth.

The Board would also like to take the

opportunity to thank thl and former Apollo

shareholders for their support of the

businesses through-out an unprecedented

challenging period. We are pleased that we

have been able to reward your support

with our strong return to profitability in

FY23, and to see that the thl share price

increased by 65% from the start to the

end of FY23.

thl has achieved many new milestones in

the last financial year, including a listing on

the Australian Stock Exchange as a foreign-

exempt entity. With the addition of our

Australian-based Directors, Sophie Mitchell,

Robert Baker and Luke Trouchet, the thl

Board has strong Australian governance

and capital markets experience befitting

an ASX-listed company. The Board is

strongly focused on supporting the

future growth of thl while appropriately

managing the risks to our business and

people. Embedding a strong health and

safety culture at all levels is an ongoing

priority. As an operational business it is

important that our crew have comfort

that they can expect to go home safely

at the end of each day.

The Board is strongly focused on

supporting the future growth of thl

while appropriately managing the

risks to our business and people.

CATHY QUINN ONZM – CHAIR

02

thl INTEGRATED ANNUAL REPORT 2023A LETTER FROM THE CHAIR

During the year we also saw Karl Trouchet’s
retirement from the business. Having

grown up in the family business, in more

recent years Karl held roles with Apollo

as Chief Financial Officer and Executive

Director. On behalf of the thl Board,

I would like to acknowledge Karl’s

significant contribution to the business

over that time. Both Luke and Karl have

shown a real commitment to thl being

the best it can be.

In 2022 we indicated an intent to

recommence dividends once the merged

group delivered a full year of profit similar

to pre-COVID-19 performance, and that a

review of the dividend policy could result

in a lower pay-out ratio than our pre-

COVID-19 policy (which was a pay-out

ratio of 75 to 90% of NPAT).

As thl has now delivered a financial year’s

profit that has exceeded pre-COVID-19

performance, we are pleased to

recommence dividends with an FY23

dividend of 15 cents per share. This

dividend represents an approximate 42%

NPAT pay-out ratio based on the pro forma

underlying NPAT of $77.1M1. The dividend

represents a full year dividend as no

interim dividend was paid. The timing

of dividend payments in September

complements the seasonal annual

cashflow cycle of the business and enables

more efficient capital management. As

such, we expect the value of any future

dividend payments to be more weighted

towards the final dividend.

The Board have now had the opportunity

to establish an appropriate new dividend

policy, factoring in matters including thl’s

equity position, anticipated fleet regrowth

capital requirements and tax efficiency

given the global nature of thl’s operations.

The Board have agreed that thl will target

a dividend pay-out ratio of 40 to 60% of

underlying net profit after tax.

The company today has multiple growth

levers available to it through the continued

expansion of the Build/Buy - Rent - Sell

model in New Zealand, Australia, North

America and the UK/Europe markets. We

also have a positive history of delivering on

value-adding acquisitions, which we will

continue to explore in future.

Lastly, I would like to acknowledge and

thank all our crew globally. Managing

the strong recovery of tourism volumes

globally alongside the integration of two

large businesses is no easy task, however

our crew have been able to do so while

delivering a record result. The degree of

positive change and results has been

unprecedented.

Grant will cover more details on outlook

in his report.

Cathy Quinn ONZM

Chair

STATUTORY F Y 2 3 NPAT

$49.9M

1 Pro forma underlying NPAT is a non-GAAP measure which includes the results of Apollo and Just go for the 12-months of

FY23 on an assumed 100% ownership basis, notwithstanding that those acquisitions took place part way through the year.

It is not a defined term in New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS). Refer to the

FY23 Investor Presentation for a reconciliation to statutory NPAT.

03

thl INTEGRATED ANNUAL REPORT 2023

A LETTER FROM THE CHAIR

As an organisation, thl is also in a positive position today
with an outlook that should create the opportunity for

several years of sustainable earnings growth.

GRANT WEBSTER – CEO

A letter from

the CEO

04

thl INTEGRATED ANNUAL REPORT 2023

A LETTER FROM THE CEO

Dear Shareholders

We believe it is one of those times to

reflect and celebrate. thl has delivered

a record underlying NPAT having

successfully merged with Apollo Tourism

& Leisure in November 2022 alongside a

long list of other achievements and

progress. The year saw two successful

businesses aligned to form the bigger,

stronger entity that we are today – the

world’s largest commercial Recreational

Vehicle (RV) rental operator, and so much

more. The reality is we aren’t stopping to

celebrate. We have much to do and more

opportunities to maximise.

We have been incredibly active as an

organisation, not only with the strong

momentum in integrating thl and Apollo,

but across all aspects of our business.

We’ve opened new locations, launched

new fleet and retail products and have

been driving forward our sustainability

initiatives. All while managing the return

of international tourism globally and

delivering a record result. It is a strong

testament to all our thl crew globally (old

and new), who come to work every day

with an immense passion for creating

unforgettable journeys.

The tourism industry today is in a positive

place globally. While it is not immune to

broader cost pressures and economic

deterioration, tourism has a unique

COVID-19 recovery demand profile and

competitive landscape that creates an

opportunity for growth for those that are

able to capitalise on it. On the contrary, the

automotive industry is facing challenges

after its COVID-19 pandemic boom, and we

have highlighted our expectation that sales

margins are normalising. Yet this is still a

market where, on balance, we see we are

gaining share.

As an organisation, thl is also in a positive

position today with an outlook that should

create the opportunity for several years of

sustainable earnings growth. The merger

was the first step in creating a platform

for future growth and now that we have

created that platform, we are assessing

the growth options ahead of us, including

through the continued expansion of the

Build – Rent – Sell model globally and

exploring acquisition opportunities as

they arise.

05
thl INTEGRATED ANNUAL REPORT 2023

A LETTER FROM THE CEO

The FY23 results

As with our interim results, we recognise

that the completion of the merger part

way through the financial year has created

a complex set of financial statements.

Looking to the actual

performance in the year, the

statutory NPAT of $49.9M and

pro forma underlying NPAT

of $77.1M is an excellent

achievement, representing a

significant return to profitability.

Given the complexity of the result, we

are committed to providing you, our

shareholders, with a view of our results

that we believe can assist you with a

comparison to our historical performance.

We have therefore presented a pro forma

of the results including both the thl and

Apollo businesses across the full 12 months

of FY23. It also includes the results of Just

go in Q1 FY23 assuming 100% ownership,

notwithstanding it being a 49% owned

joint venture until October 2022. We see

this as providing a view of how our

combined business can potentially

perform across a full 12-month period,

and therefore is a good starting point

to consider future performance.

One of the complexities of the financial

statements has been the impact from

the acquisition accounting adjustments

relating to the merger with Apollo. Under

the process, thl has been required to fair

value all of Apollo’s assets and liabilities.

While this work is not yet complete, the

provisional adjustments to values have

resulted in both a balance sheet and

earnings impact in FY23. There will be

some ongoing impact on reported

earnings, which we go into more detail

on in the Investor Presentation, which I

recommend that you read in conjunction

with this report.

FY23 saw the New Zealand and Australian

businesses return to strength, particularly

the rental businesses which achieved

significant average rental yield growth. The

Tourism division recovered to profitability

with international tourists returning to

New Zealand from August 2022 onwards.

International tourism volumes to these

markets are recovering positively with our

businesses in these markets positioned to

perform well in the coming period.

Our RV rental businesses in the Northern

Hemisphere have been having a positive

calendar 2023 high season. There has been

a recent softening of sales demand in

North America from constrained

household budgets due to the rising cost

of living, however as a supplier of used RVs

we are positioned better than most with

our products sitting at a lower price point.

We are seeing the industry manage the

broader impacts well and with the recent

category growth in RV travel, we have

confidence in the medium to long-term

growth opportunities in the market.

Action Manufacturing Group achieved a

record result on both a standalone basis

and post-elimination basis (eliminating thl

revenue). The business continues to grow

its commercial vehicle manufacturing

scale having embedded the acquisitions

of Freighter and Transcold in the year.

Integration and synergies on track

To date, eight months after completion,

we have realised the previously stated

synergies targets at a faster than expected

pace. Most notably, by June we had

completed the consolidation of 13 branches

across the New Zealand, Australian and

UK rental businesses.

Our work continues in uncovering and

leveraging further merger benefits

across properties, fleet, IT systems,

procurement and processes. Every day

I hear of conversations across the business

about how the old thl and Apollo

approached things, the reasons for any

differences and how best the collective

proceeds. These are often about nuanced

aspects of operating an RV business, in a

way that only happens when you bring

the two leaders in the RV rental industry

together. They demonstrate the value of

the intellectual property in our collective

and the unquantifiable opportunities for

improvements by taking the best parts of

1
Includes thl closing balance of 4,062 at 30 June 2022 and Apollo’s closing balance of 2,613 at 30 June 2022. thl closing balance includes Just go fleet.

06

thl INTEGRATED ANNUAL REPORT 2023

each business moving forward. It creates

an exciting challenge for the crew across

the business.

During the year we spent approximately

$3M in synergy implementation costs

(excluding merger transaction costs)

and estimate that approximately $5M in

cumulative synergies were realised. Based

on this, we believe there was a $2M net

cash saving contribution to our FY23

performance. We remain on track with our

original expectations for the expected fixed

synergies to be fully realised by the end

of FY25 or earlier.

Managing our fleet regrowth

and capital structure

During FY23, we invested approximately

$404M in gross capital expenditure

(mostly on new fleet), or $119M on net

capital expenditure after deducting sales

proceeds from vehicles sold during the

year, in each case on a pro forma basis. This

investment saw our combined fleet grow

by over 550 vehicles from 6,675 at the start

of the financial year

1

to a closing fleet of

7,233 as at 30 June 2023.

We are focused on smart fleet

growth and continue to manage

the right balance between

maximising utilisation, rental

yields and vehicles sales margins.

We expect to invest approximately the

same net capital expenditure as FY23

(~$160M) in net fleet capital expenditure

for FY24. The bulk of this net investment

is expected to be in New Zealand and

Australia. We also see an opportunity to

significantly grow our business in the UK

market and will be investing in growing

fleet in that region.

In North America, we saw that wholesale

demand slow to return in the early selling

season, expected partly due to dealers

having overstocked on towable vehicles,

extended winter weather conditions and

uncertainty around the rising interest rates.

As the season has progressed it has

become clearer that demand for retail RV

sales in North America is softening due to

the current macroconditions. Positively we

see thl as being in a stronger position than

most as we sell used motorised RVs

exclusively. Used RVs are available at a

lower price point, so has the benefit of

buyers substituting down from the more

expensive option of a new motorhome.

We are seeing the industry manage the

changes well, with new RV supply

responding quickly to the changes in

demand. Market expectations are that new

RV shipments in 2023 will be at ~50% of

2022 volumes, showing that manufacturers

are conscious of managing the conditions

in the overall market.

As we have shown, we are capable of

managing purchases to rental and sales

demand to keep fleet utilised. This will

likely mean a more conservative purchase

volume for CY24 in North America than

previously anticipated.

Most importantly, RV travel has

experienced category growth over recent

years with appeal to a new generation of

younger customers. We have confidence

that in the medium to long-term, the

industry will experience ongoing growth,

and that we are managing the near-term

impacts well.

Our medium-term expectations are

now that global fleet will be below 9,500

vehicles at the end of FY25. We will be

monitoring how the return of supply

impacts the market dynamics in each

operating jurisdiction and are maintaining

a focus on market share, indeed aiming to

grow share in some markets as demand

increases. A key message I would hope was

taken from our Investor Day materials is

that we are heavily focused on fleet

management, are proactive in responding

to changing market conditions and have

multiple levers that we can apply to

appropriately manage any situation.

We have confidence in funding our

fleet regrowth programme through our

available debt facilities and expected

future retained earnings. Our net debt

at 30 June of $285M is in a good position

representing a net debt to EBITDA ratio of

~1.3x based on our pro forma FY23 EBITDA.

We continue to have strong lender support

with the recent refinance of our syndicated

bank facilities seeing an increase in facility

size and lower borrowing fees reflecting

the strengthening outlook in the

tourism industry.

The return of dividends

As mentioned by the Chair, we are pleased

to confirm thl’s new dividend policy which

targets a pay-out ratio of 40 to 60% of

underlying NPAT and to declare a dividend

A LETTER FROM THE CEO

07
thl INTEGRATED ANNUAL REPORT 2023

The start of a new era

The tourism industry was certainly severely

impacted during the COVID-19 related

international border closures. It saw us

reduce the number of crew, sell fleet and

properties, cease dividends and seriously

change the way we look at the business.

Due solely to the great work of the crew

across the business and the leadership

of the Board and Executive team we are

today a better, bigger business, with

more to come in our story. If you are a

shareholder or crew member reading this

report, enjoy the next part of the ride, we

will remain curious, be happy to receive

feedback from any of you, and we will

always aim to do the right thing.

Grant Webster

CEO

of 15 cents per share. The final dividend will

be 100% imputed and 25% franked.

The Dividend Reinvestment Plan is

available to those eligible shareholders that

wish to participate and a 2% discount is

available. I recommend that you read our

Investor Presentation for more detail on

the dividend and read our Dividend

Reinvestment Plan Offer Document

available at the Dividends section of

www.thlonline.com for further information.

Leveraging retail opportunities

thl today, post-merger, has a much larger

footprint, experience set and capital

allocation within the retail RV sales market

globally. A significant proportion of our

global retail sales volumes are generated in

the Australian market, where we had over

1,300 retail RV sales (without including any

sales by Apollo before the merger). We

have been exploring the retail model as it

stands in each country to determine the

best approach and footprint to maximise

the future opportunity. Retail sales are a

critical component of thl’s business model

and an aspect that we have prided

ourselves on improving over consecutive

years. We will look to update the market

by the end of the calendar year about our

direction for retail sales within the group.

Other highlights from the year

FY23 has been a year of real achievement

across the business. We share some of

these stories in the Integrated Annual

Report, however some key highlights

outside of the merger include:

1. Global roll-out of Motek (formerly

Cosmos) – the implementation of our

bespoke global fleet management and

scheduling systems into the United

States and UK businesses, and

integration of the thl and Apollo fleets

in Australasia, is a major milestone that

will create opportunities for efficiency

and optimisation

2. Manufacturing acquisitions –

the continued diversification and

strengthening of our manufacturing

capabilities with Action’s acquisitions of

Freighter and Transcold in New Zealand

3. Acquisition of the remaining interest

in Just go – following the purchase of

the remaining 51% shareholding, thl

now has a meaningful combined RV

rentals presence in UK/Ireland between

Just go and Bunk Campers with

ambitions to grow the fleet in this

market to 1,000+ in future

4. Restart of Kiwi Experience – with the

return of international tourists to New

Zealand, Kiwi Experience restarted

operations for a hugely successful

2022/2023 season, after several years

of hibernation.

Outlook – FY24 and beyond

The merger of thl and Apollo has created a

platform for future growth, and while we

are focused on integration and synergy

realisation, we intend that the new

collective continues this growth in

the coming years.

For thl, we believe the pro forma underlying

NPAT in FY23 is a good starting point that

illustrates the merged group’s underlying

performance across a full 12 months.

Looking ahead to FY24, we must consider

several additional factors:

• our focus on synergy realisation is

expected to deliver a material benefit,

particularly given that the cost synergy

savings in FY23 were mostly offset by

implementation costs incurred in

the period;

• we intend to continue to grow our

global fleet size, bookings and volume in

line with returning airline capacity and

the ongoing recovery of international

tourism demand, on a considered

market-by-market basis; and

• we expect the performance to be

positively underpinned by the current

strong RV rental yields.

We expect that the growth from these

improvements would be partly offset by:

• the continuing normalisation of vehicle

sales margins and, in some cases,

volumes; and

• the ongoing increase in core operating

costs due to inflation, particularly in

vehicle costs (resulting in higher

ongoing holding costs), interest costs,

labour, general expenses and property

lease costs.

The Apollo acquisition accounting

adjustments will also have an impact on

the reported FY24 NPAT, estimated to be a

reduction of $4.4M. It is important to note

that this is an accounting impact and does

not change the cash or economic

performance of the business.

We are positive about thl’s opportunity for

growth in FY24 and beyond, and intend to

provide further guidance on our medium-

term growth aspirations at the 2023

Annual Meeting.

A LETTER FROM THE CEO

AS AT 30 JUNE 2023
Our Year in Review

+$52.0M

STATUTORY

NET PROFIT

AFTER TAX (NPAT)

$

49.9

M

(FY22: -$2.1M)

+$226.6M

NET DEBT

4

$

285.1

M

(FY22: $58.5M)

+$53.2M

UNDERLYING NPAT

1


$

47.8

M

(FY22: -$5.4M)

+3,172

FLEET AT YEAR END

7,233

(FY22: 4,061)

5

UNDERLYING PRO

FORMA NPAT

1,2


$

77.1

M

(FY22: N/A)

+$318.0M

TOTAL REVENUE

$

663.8

M

(FY22: $345.8M)

+$82.0M

EBIT

$

88.9

M

(FY22: $6.9M)

UNDERLYING

PRO FORMA NPAT

1,2,3


(REMOVING ACQUISITION

ACCOUNTING ADJUSTMENTS)

$

81.1

M

(FY22: N/A)

1

Excludes the following non-recurring items: A $4.1M gain on the revaluation of 49% shareholding in Just

Go and existing Apollo shares, a $1.0M gain on revaluation of shares held in Camplify Holdings Limited;

offset by $$3.0M (after tax) of transaction costs in relation to the Apollo merger.

2

Includes 12 months of Apollo and Just go results at assumed 100% ownership, notwithstanding that

those businesses became wholly-owned part way through the year. Refer to the Investor Presentation

for reconciliations to Statutory NPAT.

3

$81.1M result is after removing the $4.0M net reduction in NPAT impact of the Apollo acquisition

accounting adjustments.

4

Net debt refers to interest bearing loans and borrowings less cash and cash equivalents.

5

4,061 includes Just go fleet and therefore differs from thl’s reported fleet at FY22 year-end of 3,858.

08

thl INTEGRATED ANNUAL REPORT 2023

OUR YEAR IN REVIEW

The last 12 months have seen numerous achievements and new milestones.

We have merged thl and Apollo to create the world’s largest commercial RV

rental operator. We have delivered a record profit result. We have listed on

the Australian Stock Exchange and we have recommenced the payment

of dividends. It is a truly exciting time at thl as we have taken actions and

capitalised on opportunities over the last 12 months to create the potential

for years of future growth.

A Momentous Year
of Achievements

RELAUNCH OF

KIWI EXPERIENCE

FROM HIBERNATION

RETURN OF

INTERNATIONAL TOURISTS

TO DISCOVER WAITOMO

ROLL OUT OF MOTEK, OUR

GLOBAL BOOKING AND FLEET

MANAGEMENT PLATFORM

IMPLEMENTED NEW FINANCING

ARRANGEMENTS FOR

MERGED GROUP

RATIONALISATION OF

FINANCING STRUCTURE WITH

REDUCTION OF LENDERS

LAUNCH OF NEW

FUTURE FLEET EV

PROJECTS GLOBALLY

US OPERATIONS REDUCED

WATER USE BY 50% OVER

LAST FOUR YEARS

AUSTRALIA BRANCHES

REDUCED ELECTRICITY USE BY

22% OVER LAST THREE YEARS

MELBOURNE REDUCED

WASTE BY 35% OVER LAST

THREE YEARS

ROLLOUT OF NEW

FUTURE-FIT BRANCH ACTION

PLANS GLOBALLY

LAX REDUCED WASTE TO

LANDFILL BY ~30% OVER LAST

THREE YEARS

211 NOMINATIONS

FOR CREW

RECOGNITION AWARD

TRANSFORMATIONAL

MERGER WITH APOLLO

TOURISM & LEISURE LTD

ACHIEVED HIGHEST MARKET

CAPITALISATION IN

thl’s HISTORY IN FY23

DUAL-LISTED

ON AUSTRALIAN

STOCK EXCHANGE

DELIVERED A RECORD

UNDERLYING NET PROFIT

AFTER TAX RESULT

ACTION MANUFACTURING’S

ACQUISITIONS OF TRANSCOLD

AND FREIGHTER

ACQUIRED REMAINING

SHAREHOLDING IN

JUST GO MOTORHOMES

CONSOLIDATION OF 13 thl

AND APOLLO BRANCHES

ACROSS AUSTRALASIA

DIVESTMENT OF

MOTORHOMES AND BRANCHES

TO JUCY RENTALS

NEW PLATINUM

4-BERTH AND 6-BERTH

VEHICLE DESIGNS

EXPANSION OF TOWABLE AND

MOTORISED PRODUCT RANGE IN

AUSTRALIAN RV DEALERSHIPS

RELOCATION OF

ACTION MANUFACTURING

TO NEW HAMILTON FACTORY

SALE AND LEASEBACK

OF APOLLO’S PROPERTIES

IN CANADA

09

thl INTEGRATED ANNUAL REPORT 2023

A MOMENTOUS YEAR OF ACHIEVEMENTS

thl at a Glance
1,400

FLEET SIZE

909

EMPLOYEES

334,540

CUSTOMER EXPERIENCES

DELIVERED1

2,081

FLEET SIZE

703

EMPLOYEES

66,427

CUSTOMER EXPERIENCES

DELIVERED

Auckland – CBD and Mangere,

Christchurch, Hamilton,

Palmerston North,

Queenstown, Waitomo

Adelaide, Alice Springs, Brisbane,

Broome, Cairns, Darwin, Hobart,

Melbourne, Perth, Sydney

436

VEHICLE SALES COMPLETED

1,478

VEHICLE SALES COMPLETED

EmployeesTotal number of employees including casual staff, as of 30 June 2023.

Fleet SizeTotal rental fleet, as of 30 June 2023.

Customer

Experiences

Delivered

Approximate number of customer experiences delivered, excluding

retail but including experiences through vehicle rentals, Discover

Waitomo products and Kiwi Experience, as of 30 June 2023. Figures

include Apollo customer experiences from 1 July 2022.

Vehicle Sales

Completed

Total ex-fleet, retail and trade-in sales in FY23. Excludes sales by

Apollo prior to merger on 30 November 2022. Includes vehicle

write-offs.

1 New Zealand customer experiences higher than other markets due to inclusion of Discover Waitomo and Kiwi Experience.

10

thl INTEGRATED ANNUAL REPORT 2023

thl AT A GLANCE

1,818
FLEET SIZE

1,402

FLEET SIZE

337

EMPLOYEES

271

EMPLOYEES

76,346

CUSTOMER EXPERIENCES

DELIVERED

23,226

CUSTOMER EXPERIENCES

DELIVERED

532

FLEET SIZE

157

EMPLOYEES

17,503

CUSTOMER EXPERIENCES

DELIVERED

Calgary, Edmonton, Halifax, Montreal,

Toronto, Vancouver, Whitehorse

Belfast, Dublin, Edinburgh, Hamburg,

London: Heathrow, Toddington

Chicago; Dallas; Denver; Las Vegas; Los Angeles:

LAX/Santa Fe Springs, San Bernadino, Van Nuys,

Agoura Hills; Miami; New Jersey; New York City;

Orlando; Reno; Sacramento; Salt Lake City;

San Diego; San Francisco: Dublin, San Leandro;

Santa Cruz; Seattle; Victorville

789

VEHICLE SALES COMPLETED

179

VEHICLE SALES COMPLETED

113

VEHICLE SALES COMPLETED

11

thl INTEGRATED ANNUAL REPORT 2023

thl AT A GLANCE

Manufactured Capital
Manufactured objects used in the production of goods or

the provision of services, including vehicles, buildings,

equipment and infrastructure.

Intellectual Capital

thl’s knowledge-based intangibles, including intellectual

property such as patents, copyrights, software, rights and

licences; and our systems, procedures and protocols.

Human Capital

Our crew’s competencies, capabilities and experience,

and their motivation to innovate on, support, implement

and improve; our governance framework, risk

management approach, ethical values, corporate

strategy; processes; goods and services, including

our crew’s ability to lead, manage and collaborate.

Social & Relationship Capital

thl’s social licence to operate; our relationships,

with institutions and groups of stakeholders including

communities, governments, suppliers and customers;

the ability to transparently share information to enhance

collective wellbeing; our integrity, values and behaviours,

trustworthiness, brand value and reputation.

Natural Capital

Includes resources we use such as air, water, land,

minerals and forests, solar energy, crops and carbon

sinks; biodiversity and ecosystem health; and resources

which cannot be replaced such as fossil fuels.

Financial

Funds obtained through financing or generated by

means of productivity.

To see the six capitals in the context of our

business, see our Value Creation Model.

These six capitals represent stocks of value

that thl draws on and transforms into outputs,

to create system value through our Future-Fit

Sustainability Programme shown on the right.

Protecting the value we create through Enterprise Risk Management

Building long-term value through our Global Future-Fit Sustainability Programme

TRAINING & BUILDING CAPABILITY

TELLING OUR STORIES

CLIMATE & CARBON STRATEGY

DECARBONISING OUR BUSINESS

• Operational GHGS

• Product GHGS

GOALS

FUTURE FLEET PROGRAMME

TRANSITIONING TO A LOW-CARBON FLEET

• Product harm

• Product GHGS

• Products repurposed

GOALS

SUSTAINABLE PROCUREMENT

OUR GLOBAL FRAMEWORK AND

CIRCULAR ECONOMY PILOTS

• Procurement

• Products repurposed

GOALS

THRIVE

SUPPORTING OUR CREW, CREATING

A HEALTHY CULTURE AND BUILDING

CULTURAL CAPABILITY

• Employee health

• Living wage

• Fair employment terms

• Employee discrimination

• Employee concerns

GOALS

ACCELERATE

PARTNERSHIP FOR POSITIVE IMPACTS

• Natural resources

• Operational encroachment

• Community health

• Product communications

• Product concerns

• Product harm

GOALS

IGNITION

CREATING FUTURE-FIT BRANCHES

• Renewable energy

• Water use

• Operational emissions

• Operational GHGS

• Operational waste

GOALS

Creating

System Value

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thl INTEGRATED ANNUAL REPORT 2023

CREATING SYSTEM VALUE

W
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Our Value

Creation Model

At thl we recognise that we are part of wider, interconnected

systems and that all our value creation activities have positive or

negative impacts. We take a science-based, ‘future-fit’ approach

to address issues and create value for ourselves and the systems

in which we operate. We create value through all our business

activities, build long-term value through our sustainability

programme and protect the value we create through our

Enterprise Risk Management framework.

Natural Capital

• Global Sustainability Work Programme (page 34)

• Future-fit Goals and Health Check (page 42)

• Tourism Experiences - Discover Waitomo (page 28)

Manufactured Capital

• Future Fleet Programme (page 23)

• Design and Manufacturing (page 22)

Intellectual Capital

• We Are RV (page 20)

• Our People and Responsibility (page 29)

Human Capital

• Our Crew - Navigating Change (page 30)

• Health Safety and Wellbeing (page 30)

• Diversity and Inclusion Developments (page 32)

Social & Relationship Capital

• Accelerate – Responsible Travel Partnerships (page 33)

• Sustainable Procurement (page 36)

• Building our Cultural Capability (page 33)

Financial

• Our Business (page 15)

• Financial Statements (page 47)

Our Impacts & Outcomes

Our Inputs

Natural Capital

Manufactured Capital

Intellectual Capital

Human Capital

Social & Relationship Capital

Financial

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TOURISM

EXPERIENCES

DESIGN

BUILD

BUY

RENT

SELL

IMPACT & OUTCOMES INFORM CAPITAL INPUTS

OUR VALUES

Be curious

Do the right thing

Enjoy the ride

Be happy to

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thl INTEGRATED ANNUAL REPORT 2023

OUR VALUE CREATION MODEL

Our InputsOur Impacts & Outcomes
Natural Capital

The natural resources, energy, fuels and water used in our

vehicles and operations. The pristine karst and cave

environment that our Discover Waitomo business - and the

glowworms in the Waitomo caves - depend on. The high

quality environments, ecosystems and cultural values of the

destinations our customers visit.

• Natural resources and ecosystem health - aiming to limit harm and addressing impacts on

and from climate change; environmental, natural resource and destination impacts of our

vehicles, tourism experiences, products and operations.

• Contributing positively to communities and destinations where we operate or have

an impact.

• Restoring and regenerating the environment and sensitive ecosystems in Waitomo

New Zealand.

Manufactured Capital

Expertise and innovation as the largest global RV rental

operator, in manufacturing, in tourism operations and

customer services and in creating compelling experiences.

• True expertise and passion for improving our products, experiences and impacts.

• RV design build and rental expertise providing safe, comfortable, high quality vehicles.

• Future fleet development to reduce GHG emissions and impacts of our vehicles.

• Innovating with circular economy products, materials and business models.

Intellectual Capital

The RV fleet we design, build, rent and sell. Buildings and

infrastructure we lease and maintain for our operations. The

technology, process and systems to improve our customer

experiences and operations.

• Curiosity, creativity and commitment to continuously improve our operations, products,

guest experiences and services.

• Ignition programme reducing the impacts of our country and branch operations.

• Responsible innovation and improvement in technology, processes and systems.

Human Capital

Our crew’s skills, talent, energy and engagement. Leadership,

strong values and our future-fit pathway. Governance and

management systems for risk, health, safety and wellbeing,

and operational performance.

• Diverse, equitable and inclusive teams; engaged, skilled and committed crew; addressing

crew concerns and supporting health and wellbeing.

• Flexible working policies, fair employment terms, healthy and safe workplaces.

• Crew, training and development pathways and recognition awards.

• Promoting a healthy and safe work environment for our suppliers through our Supplier Code

of Conduct that supports human rights and has a strong stance against modern slavery.

Social & Relationship

Capital

Active engagement with: industry partners, tourism, travel

and transport groups/forums. Relationships with: local

communities, Iwi/hapū/Indigenous groups, Government

agencies, and local partners where we are based, and where

our products create impact. Our engagement with a global

network of suppliers.

• Accelerate partnerships for positive impact for communities, stakeholders and destinations.

• Promoting responsible travel, addressing community concerns and creating opportunities to

authentically connect with communities.

• Building our cultural capability and relationships with Indigenous and First Nations Peoples.

• Supplier relationships, embedding our sustainable procurement framework for positive

impact across our value chains.

Financial Capital

The revenue and value we generate and access to funds and

investment into our products, experiences, people and the

places where we operate.

• Creating value for our customers, crew and communities, shareholders and stakeholders.

• Products and experiences we provide creating unforgettable journeys and positive economic

impacts for communities.

• Protecting the value we create and managing obstacles to business objectives through our

Enterprise Risk Management framework.

Our Value Creation Model cont.

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thl INTEGRATED ANNUAL REPORT 2023

OUR VALUE CREATION MODEL

15
thl INTEGRATED ANNUAL REPORT 2023

thl was recognised with the
MinterEllisonRuddWatts M&A

Transaction of the Year Award at

the INFINZ Awards in May 2023.

This award is given to the corporate and

adviser to the best merger, acquisition or

divestment transaction as nominated by

the industry and determined by an expert

judging panel. The judges commented

that; “The winning transaction displayed

uniqueness, complexity and was well received

by investors. This was a rare example of an

NZX-listed company successfully completing

a scrip-for-scrip acquisition of an ASX-listed

company by way of Scheme of Arrangement”.

We Are One

The completion of the merger between thl

and Apollo in November 2022 was a major

milestone, creating a new thl that is

bigger and broader in scale, listed on the

ASX and NZX. The new global group is

diversified across five key regions, with

2,377 employees, a fleet of 7, 2 3 3, and we

delivered over half a million customer

experiences in FY23.

We have the strength, scale and levers for

growth, connected and enabled globally,

reflecting the unique heritage of our

diverse brands in each market. This reach

brings purchasing benefits built on

long-standing relationships with

We are thl, a global family, providing the most

enriching way to experience the world.

manufacturers and deep connections with

tourism bodies and industry associations in

each market.

As a merged group, thl will continue to

invest, grow and be future-fit, drawing

on decades of experience designing and

building durable Recreational Vehicles

(RVs) for rentals, and a diverse range of

brands and products.

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thl INTEGRATED ANNUAL REPORT 2023

OUR BUSINESS

The thl Build/Buy - Rent - Sell business model is vertically integrated and multi-
national, with a unique reach, scale and network globally, this means we hold a

global leadership position in the RV industry. We are a leader in RV rentals, with

a network of RV brands and aligned businesses (tourism and manufacturing).

This means thl is RV-centric, but not RV-exclusive.

Our products, services and connections enable us to provide all that our guests,

owners and customers need throughout their RV journey. Our manufacturing

expertise enables innovation, such as our Future Fleet electric (eRV) pilot, and

to respond to challenges including continuing supply chain issues.

We Are RV

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INTEGRATED GLOBAL RV LEADERS

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thl INTEGRATED ANNUAL REPORT 2023

OUR BUSINESS

At thl we are the global RV

network, ambitious for what

RVs can do and how we move

forward with true expertise in

our craft, and pure passion for

our product and experiences.

The merger created a unique opportunity to build on the best of both businesses, to
become better, and to deliver the synergies and opportunities identified through the

merger process. Over the first eight months we have been laser focused on rapidly

unlocking the merger synergies and benefits quantified at $27 to $31 million per annum

at a pre-tax cash level. We are progressing well, realising merger synergy opportunities,

leveraging the existing overheads of rentals businesses, integrating properties, fleet,

systems and processes as shown in the Project Orange update on the following page

and in the FY23 Investor Presentation.

We Are On Track

Over the first eight months we

have been laser focused on

rapidly unlocking the merger

synergies and benefits

quantified at $27 to $31 million

per annum at a pre-tax cash

level. Within FY23, we incurred

$3M in one-off synergy

implementation costs

and estimate that $5M in

cumulative synergies were

realised, resulting in a net

$2M cash saving contribution.

Combining the skills, resources and

knowledge of both businesses provided

rapid testing, learning and transformation

opportunities, based on real data and

experiences. This enabled us to identify

and implement improvements effectively.

The use of design-thinking, creative

collaboration, and our science- and

systems-based future-fit mindset to

bring opportunities to life around the

organisation has been very powerful.

At thl, we know our people make us who

we are. Our greatest strengths are the

skills, passion and commitment of our

crew. We recognise the merger impacts

have created both opportunities and

challenges for our crew, navigating change

and uncertainty. Through our People

Promise, we will provide the tools, skills

and brand identity our crew need to be

successful. In addition, we have revitalised

the thl brand system to represent our

identity as a collective, and the

interconnectedness of our

diverse business.

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thl INTEGRATED ANNUAL REPORT 2023

OUR BUSINESS

Our Future-Fit Mindset and Methodology

At thl over the past four years, we

have used the Future-Fit Business

Benchmark, a systems-thinking and

science-based holistic approach, as

both a mindset and methodology,

guiding our decision-making and

activities, recognising that business,

society and the environment are

systems which depend on one

another to thrive.

Our global approach focuses

on our priority future-fit

goals, reflects each country’s

context and is activated by

crew locally at each location.

Our future-fit commitment remains

core to our business strategy and is

implemented through our Global

Sustainability Programme (pages

34-36). Embedding our future-fit

framework across all businesses

globally has been a priority following

the merger. We continue to actively

collaborate with partners in each region,

sharing our experience on our future-

fit pathway, and our aspiration to

contribute towards an environmentally

restorative, socially just and

economically inclusive society.

Motek Global Fleet management system

A major milestone in FY23 was the successful implementation of Motek (previously

Cosmos), our global fleet management system across the US, UK, Ireland, and the

merged locations in Australia and New Zealand. Motek provides a unified global

platform that gives greater visibility over our global fleet, creating new opportunities

for growth, efficiency, productivity, sustainability and for enhancing our

customer experience.

Implementation was a complex and ambitious undertaking for our global

operations and will improve efficiency and customer experience. A huge

thanks to our talented team for doing a fantastic job making it happen.

Managing the transition, creating synergies
Project Orange, the integration

programme for thl, Apollo Tourism

& Leisure, and Just go, launched on

December 1st, 2022, and enabled

significant progress and strong

momentum in a short timeframe.

Our approach has been one of “Better

Together” knitting together the best of

both, for a new whole. Bringing together

people, property, and technology has

been a critical integration step, and we

prioritised transition to realise synergies

and stand together as quickly as possible.

Within six months of merger completion,

we successfully completed a global

organisation design, consolidated rental

and retail branch operations, unified

under Motek as a single booking and fleet

management platform, and consolidated

fleet plans in Australia, New Zealand, and

the UK and Europe. The realisation of

synergies is progressing well and we are

on track to deliver a steady-state EBIT

uplift of $23 - $24 million.

Property consolidation was completed

in mid-May, 13 properties have been

consolidated, duplicate fixed costs are

being removed, and repairs and

maintenance synergies are delivering,

while managing against inflation-based

cost increase. Synergy opportunities across

commercial, operational and marketing are

underway and the next phase of IT and

finance projects have been initiated. We

expect to complete most integration work

by the end of 2024.

Work aligning operational processes,

policies, and standards and pursuing

procurement opportunities that incorporate

our future-fit approach is ongoing. Looking

ahead, synergy benefits include

opportunities refining the manufacturing

model in Australia and New Zealand,

exploring procurement, fleet utilisation and

sales channels synergies for the United

States and Canada. In the United Kingdom

and Ireland consolidation opportunities for

marketing, product standardisation,

scheduling, servicing and repairs.

Bringing Branches

together ‘As One’

As an integral part of Project Orange, we

successfully consolidated 13 rental and

retail branch locations. In New Zealand, this

included Auckland and Christchurch. In

Australia, the locations were Adelaide, Alice

Springs, Brisbane, Broome, Cairns, Darwin,

Hobart, Melbourne, Perth, and Sydney. In

the UK and Europe, consolidation took

place in Edinburgh.

These property integrations have brought

numerous benefits, in fleet flexibility and

utilisation, rental synergies, team

productivity, and collaboration. Initially,

we operated side-by-side operations in

the consolidated branch as teams came

together and technology integrations were

still in progress. This created an immersive

opportunity to learn from one another’s

operational processes.

Project

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thl INTEGRATED ANNUAL REPORT 2023

OUR BUSINESS

Now, all overlapping properties are unified,

and function as one team, led by one

branch manager and operating on one

system: Motek. Our crew have done an

exceptional job coming together, being

positive, open and productive so that

customer service delivery and satisfaction

remained consistently high.

Looking ahead our teams will focus on

optimising performance, implementing

a unified approach to processes, policies,

and standards and progressing Future-Fit

Branch Action Plans as part of the Ignition

Programme. There are a few sites that will

be challenged for space in the coming

years, so we are actively exploring

appropriate options for the future.

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thl INTEGRATED ANNUAL REPORT 2023

UK & EUROPE
Rental Fleet

532 (7%)

.RV Rentals

.Ex-Rental RV Sales

GLOBAL

RENTAL FLEET

7, 2 3 3

NEW ZEALAND

Rental Fleet

1,400 (19%)

.RV Rentals

.New and Ex-Rental RV Sales

.RV and Commercial Manufacturing

.Tourism Attractions & Activities

.Digital Tourism App

CANADA

Rental Fleet

1,402 (19%)

.RV Rentals

.Ex-Rental RV Sales

.Digital Tourism App

US

Rental Fleet

1,818 (25%)

.RV Rentals

.Ex-Rental RV Sales

AUSTRALIA

Rental Fleet

2,081 (29%)

.RV Rentals

.New and Ex-Rental RV Sales

.RV Manufacturing

.Digital Tourism App

SOUTH AFRICA

Franchise

JAPAN

Franchise

FOOTPRINT AS AT 30 JUNE 2023

A Global RV Leader

thl is the largest commercial RV rental operator in the world, a multi-

national, vertically integrated RV manufacturing, rental, and retail

business for motorhomes, campervans and caravans. Our Build/Buy

- Rent - Sell model and global footprint reflects the strong expansion of

the business and positions thl positively for the future as a world-class

leader in the RV space. It’s an exciting time for the RV industry.

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thl INTEGRATED ANNUAL REPORT 2023

WE ARE RV

Manufacturing plays an important role
in our business and has contributed

considerably to our growth. The scale,

strength, and scope of our manufacturing

has expanded considerably, with five

manufacturing facilities in New Zealand,

one in Brisbane and a sub-assembly plant

in Melbourne.

To ensure we are making the most of

our expertise and scale across our

manufacturing operations, Brisbane

manufacturing has become part of the

Action Manufacturing family, led by Chris

Devoy, CEO of Action Manufacturing.

This change strengthens opportunities

to collaborate and leverage the strengths

of both businesses for the greater

advancement of manufacturing and the

wider organisation. Combining decades

of experience designing and building

durable RVs, strong relationships with key

suppliers, scale purchasing benefits and

creating new opportunities to innovate.

Action Manufacturing New Zealand:

innovation, integration and growth

A major milestone for Action this year was

bringing our motorhome production

together in Hamilton (from Albany) and

opening a second Hamilton factory. The

diverse experience of our teams combined

with our customer centric, design-led

approach coming together in one location

has created a large scale (~8000m2)

manufacturing center of excellence.

Action has continued to grow and

expand its non-motorhome commercial

manufacturing of heavy trucks and trailers,

through Fairfax and the acquisition of

MaxiTrans’ New Zealand assets, now

named Freighter NZ.

We are proud to have become a market

leader in temperature-controlled transport

in New Zealand. We also acquired

Transcold the New Zealand distributor for

Carrier refrigeration units and Dhollandia

tail lifts with service outlets available to

support our customers through the whole

of life of the vehicle. Bringing these market

leading businesses together delivers many

benefits, vertically integrating systems,

diversification, design of new products and

buildings designed for manufacturing.

Growth and success relies on our great

people and the team has grown to nearly

400 crew today, compared to under 240

crew before the pandemic.

Successful recruitment in a tight labour

market is a positive reflection of our culture

which is creative, innovative and safety

focused, underpinned by supportive

teamwork, training and development

pathways, including well-established

apprenticeships. Supply chain challenges

that were significant through last year are

easing and stabilising, with congestion

at ports the main remaining pressure.

Through strong relationships with

suppliers, creativity and lean

manufacturing to reduce waste, improve

efficiency and promote quality we have

managed the supply chain challenges well.

The team is working hard on our

sustainability progress, recognising the

critical role and impact design and

manufacturing has in achieving the

future-fit priority goals. The most

significant challenge being carbon

emissions from our fleet. We are working

on a new electric RV model as part of our

Future Fleet programme. In our operations

we are reviewing our sustainability at our

facilities, exploring circular materials and

product innovations and contributing in

our communities.

Our Build/Buy Model

Connecting the expertise, resources and skills of our diverse

businesses has been a huge highlight. We are focused on

maintaining the strengths of each business while building our

Action culture, capability and capacity to expand our impact as

manufacturing leaders. United for growth, we are leveraging the

benefits from a design, innovation and scale perspective in both

aspects of the business.

CHRIS DEVOY, CHIEF EXECUTIVE OFFICER - ACTION MANUFACTURING

In New Zealand, Action Manufacturing

designs and manufactures specialist

commercial vehicles, taking a design-led

approach, for a range of public and private

customers and manufacture truck and

trailer bodies. In Australia, Apollo RV

Manufacturing in Brisbane, now part of

Action Manufacturing, produces motorised

(motorhomes and campervans) and

towable (caravans and camper-trailers)

products for the Australian and

New Zealand markets.

In the United States, Canada, and the

United Kingdom we purchase assembled

motorhomes from manufacturers, and

have long-standing relationships with key

suppliers. Supply remained a challenge in

each market, however lead times are

continuing to normalise as the pandemic

backlog and labour shortages are

addressed. New vehicle pricing has

increased in each market, reflecting

inflation and other pressures, with the

greatest increases in North America.

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thl INTEGRATED ANNUAL REPORT 2023

WE ARE RV

Apollo RV Manufacturing (part of the Action
family) – Brisbane building for the future

It has been a positive and highly

productive year for the manufacturing

team in Brisbane, with continued growth

and expanded production. The team has

repeatedly set new production output

records, achieving a 20% increase in factory

output in FY23. Work on new product

designs and vehicle models is ongoing;

a highlight this year was the introduction

of the new Euro Mini (2-Berth van)

into production.

We are committed to creating new product

ranges to meet the needs of current and

future customers through quality design

and building a diverse range of products.

As a result of this strong growth, the team

in the Brisbane factory has increased from

200 to over 300 crew. Critical to the success

of our expanded team is building a strong

and supportive health, safety and

wellbeing culture.

We continue to uplift safety across the

business with a constant focus on

eliminating and controlling critical risk

areas in our manufacturing operations.

We have also launched new leadership

programmes focused on culture,

performance teamwork and development

opportunities. We have continued to

manage the impacts of major supply

chain disruptions for vehicles and key

components used in production. This

included making significant improvements

in our inventory management, reducing

inventory holdings and increasing

inventory turns, to maximise efficiency

in procurement and reduce costs.

Looking ahead, the team is excited for

what lies ahead. We have built the

foundations we need and are excited to

be working on a number of projects that

will continue our growth and improve

sustainability performance including

reducing waste, emissions and improving

energy efficiency to contribute to future-fit

priority goals.

The team have really stepped up to the challenges

of the last couple of years. Being able to continue

to grow despite these challenges has established

the foundation we need moving forward.

JOSH ANNELLS, GM – BRISBANE MANUFACTURING

Future Fleet - Preparing for the transition to eRV

The emissions from our motorhome fleet is our greatest sustainability challenge and

highest priority future-fit goal. This year we are developing six new EV campervans in

the New Zealand market, built by Action Manufacturing on a chassis manufactured by

a key OEM manufacturer. We plan to trial this new EV rental product for the 2023/24

New Zealand summer. Notably, the travel range is expected to be up to 250kms,

a meaningful increase from thl’s earlier 2018 EV trial which had an expected range of

up to 140kms. The Board has approved a level of ongoing annual capital expenditure to

trial EV and other sustainable new vehicle technologies. Our category of vehicles (light

commercial, long-range) remains a low priority for Original Equipment Manufactures

(OEMs) globally, but we continue to explore tipping points, technology developments

and partnership opportunities in each market.

FUTURE FLEET PROGRAMME

TRANSITIONING TO A LOW-CARBON FLEET

• Product harm

• Product GHGS

• Products repurposed

GOALS

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thl INTEGRATED ANNUAL REPORT 2023

WE ARE RV

Our Rental Model
We are the largest commercial RV rental

operator in the world and thl is now the

largest or second-largest commercial

RV rental operator in each operating

jurisdiction1 (#1 in New Zealand, Australia

and United Kingdom, #2 in North

America). We are in a strong growth

position as the travel and tourism industry

has remained resilient and is experiencing

strong growth despite broader

macroeconomic challenges.

In each rental market we operate in, we

are focused on the return of international

visitors and continuing to grow our

domestic customer base. We continue to

provide technology solutions that enhance

our guest experiences including triptech,

Roadtrippers App and CanaDream Club,

and play important roles in industry

responsible travel partnerships

and programmes.

In Australia and New Zealand, rental

vehicles range from small to large and

new to ~6 years of age, across a portfolio

of brands which targets all customer

segments. Nearly all the fleet is self-

manufactured supported by European

imports. The greater rental durability of

vehicles we manufacture means these

vehicles remain on the rental fleet for

longer than in other markets.

The New Zealand rental market is

strongly concentrated on the international

customer segment. In Australia, the market

is less seasonal, and has a greater domestic

market, with more consistent utilisation

being achieved across the year, noting the

four-wheel drive (4WD) fleet is seasonal

with a peak from April to November.

Australia had a stellar rental performance

driven by elevated yields over the summer.

International visitor arrivals are forecast to

return to, and exceed, pre-pandemic levels

by 2025 in Australia and New Zealand.

North America is the largest RV sales

market in the world, however it is also a

highly fragmented rental market, with few

operators of scale and significant private

equity investment in peer to peer (P2P) in

recent years. The US fleet has 4 to 8-Berth

Class A to Class C vehicles, with Road Bear

offering near-new fleet and El Monte

having vehicles with a longer average age.

The CanaDream fleet of 2 to 6-Berth

Class C, Class B and campers is mostly

under two years old. The Canadian market

has a greater weighting of international

bookings compared to the United States

with both a domestic and international

customer base.

In Canada, with the return of international

guests, volume and utilisation were up, and

high yields were maintained during the

summer season. In the US peak season,

fleet size was constrained as 200 vehicles

scheduled for delivery in Q4 FY22 were

delayed. Despite this the rentals business

delivered a strong result.

Just go and Bunk are collectively the

largest commercial RV rental operator in

the UK, where the rental market is highly

fragmented and predominantly domestic.

We offer a premium product and operate

a young fleet with a good opportunity to

increase the fleet, and growing interest

in motorhome and RV travel.

1 Market position based on management estimates.

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thl INTEGRATED ANNUAL REPORT 2023

WE ARE RV

Our Sales Model
Through our retail sales business, we offer

a wide range of caravan and motorhome

brands including our own brand suite and

products ranging from new to ex-rental,

towables and motorised. We are focused

on maximising the value achieved in sales,

leveraging existing overheads of rentals

businesses and ancillary opportunities in

the RV category.

In Australia and New Zealand (ANZ) we sell

new RVs and the majority of the ex-rental

fleet via our retail sites to maximise value.

Australia has eight dealerships, and New

Zealand has three dealerships and is

growing. We offer a wide range of RV

accessories in-store and online, we also

offer finance, insurance, protection

products, parts and servicing. Outside

of the ANZ markets, our vehicle sales are

focused on the ex-rental fleet. Vehicle sales

are via retail and wholesale and mix can

vary by year depending on supply and

demand constraints and opportunities.

Vehicle sales demand in all regions has

softened from recent peaks. While vehicle

sales margins have remained elevated

longer than earlier expectations, these are

now starting to normalise in most markets,

with the United States experiencing the

most rapid change.

FY23 vehicle sales Number of vehicles sold

1

New Zealand Rentals and Sales432

Australia Rentals and Sales1,478

United States Rentals and Sales789

Canada Rentals and Sales179

United Kingdom & Europe Rentals and Sales113

We encourage shareholders to refer to the Investor Presentation Pack for a more detailed

analysis of vehicle sales movements.

1

Includes fleet and non-fleet sales and vehicle write-offs.

RETAIL

EXPERIENCE

BUILD/

BUY

SERVICE/

SUPPORT

25

thl INTEGRATED ANNUAL REPORT 2023

WE ARE RV

Over the coming year we will focus on building a strong sales
network, enhancing our customer experience, improving our

retail experience, bringing new products to market and

enabling existing and new owners to fully enjoy the RV lifestyle.

STACEY DAVIS, COO AUSTRALIA

9%

PRO FORMA AUSTRALIAN SALE OF GOODS REVENUE

$228.9M

1

1 Pro forma Australia sales of goods revenue represents both thl and Apollo for the twelve months ending 30 June 2023. The prior year comparison also includes twelve months of both thl and Apollo, despite Apollo not being owned by thl in that period.

Australia Dealership Retail Network Strengthens

Our dealership and sales network in

Australia source brands to sell, either built

in our factory or from our manufacturer

partners. Offering a range of towable and

motorised brands and additional products

and services, including RV accessories

in-store and online, finance, insurance,

protection products, parts and servicing.

The team is committed to giving all our

customers an excellent experience

throughout their RV ownership journey.

Creating great connectivity across our

vehicle sales activities has been a priority

in FY23. Our expanded network includes

well-known dealerships purchased through

the Apollo merger: George Day, Kratzmann,

Sydney RV, and Apollo RV sales.

Building strong foundations for future

growth will be a key objective for FY24.

Through the delivery of consistency and

alignment of systems, skills, sustainability,

and strategy, we will not only be paving

the way for growth in sales, but raise the

bar in terms of standards, service, and

most importantly the support of our

valued owners. We will also look to

leverage our supplier network purchasing

power to provide great products, great

prices and great after-sales services.

Strong sales and marketing efforts to

drive leads in a softer market is a priority,

coupled with aligning sales teams to

market conditions through training and

development. Understanding how our

diverse brands and products are

positioned and aligned for changing

customer demands will also drive future

sales growth.

We are working to enhance our customer

experience across all our activities, from

shows, to in store and online sales, to

enable our dealerships and retail offering

to stand out and have an impact in market,

reflecting our scale, range and service

excellence. We were very proud of our

George Day team winning the ‘2023

Judges choice Award’ at the Perth

Caravan and Camping Show, for best

display, best range, best access and

best customer service.

26WE ARE RVthl INTEGRATED ANNUAL REPORT 2023

ACCELERATE
PARTNERSHIP FOR POSITIVE IMPACTS

• Natural resources

• Operational encroachment

• Community health

• Product communications

• Product concerns

• Product harm

GOALS

Accelerate Responsible and Regenerative travel - partnerships for positive impact

We have deep connections with tourism

bodies and industry associations in each

market and we continue to engage in

industry action towards this transition

and move from responsible to

regenerative travel. While broader

tourism trends towards regenerative,

lower-carbon and sustainable holidays

are apparent, they remain far from

tipping points. We are focused on having

a positive impact for communities and

destinations and continuing our cultural

capability journey as part of our future-

fit commitment.

Promoting Responsible Travel

We continue to actively engage in

responsible and regenerative travel

partnerships globally. In New Zealand we

were a founding member of Tiaki – Care

for New Zealand and this year have

reinvigorated our efforts to engage all

guests with the Tiaki Promise actions in

each branch and through our tourism

experiences with updated materials and

Tiaki training for our crew.

The US team continued to extend Travel

with Heart, sharing responsible travel

ideas, information and itineraries with

guests, new initiatives include developing

one-tank trip itineraries to encourage

customers to drive less, and spend more

time experiencing the places they visit.

In Australia we are progressing on the

new Sustainable Tourism certification

developed by Ecotourism Australia

building on the current certification and

green travel leader status. We were proud

to be featured in Tourism Australia’s

sustainability storyteller profiles sharing

our experiences working to tackle the

global challenge of measuring, managing

and minimising (or eliminating) carbon

and other greenhouse gas emissions.

Our Digital Tourism Apps

– creating meaningful

connections

Through our Digital Travel Apps we

connect travellers with everything they

need to plan their trip, explore and book

activities when on the road. This creates

exciting opportunities to showcase

businesses and operators providing

unique, authentic and immersive

experiences that create benefits for

communities and destinations across

Australia, New Zealand and Canada.

A great example from Australia is the

new partnership triptech developed

with non-profit Welcome to Country

enabling app users to discover over 150

unforgettable experiences guided by

Traditional Custodians of Country

showcased in the ‘Indigenous

Experiences’ category in the App.

Creating opportunities for travellers to

learn from the wisdom of the world’s

oldest living cultures, and for First Nations

tourism operators and business owners to

access to a new audience of travellers.

Industry Collaboration

for Impact

This year thl became a member of the

newly created RV Industry Association

(RVIA) Sustainability Committee in the

United States. The committee was created

to be the primary advisory body providing

ongoing guidance and best practices

on promoting sustainable RVs and a

sustainable RV lifestyle. It serves as the

convening body for sustainability experts

in the RV industry to share ideas and best

practices as well as an educational

resource for companies looking to

increase their sustainability practices.

In New Zealand thl is a partner in the

Aotearoa Circle inputting into their

Tourism Sector Adaptation Roadmap

which is helping to ensure the sector

is resilient and reducing the impact of

climate change. The aim is to create an

abundant, regenerative tourism sector

that ensures that people, planet and

prosperity are balanced.

thl’s Chief People & Capability Officer,

Kate Meldrum, was appointed to the

Board of the Caravan Industry Association

of Australia (CIAA) in 2021 and has been

Deputy Co-Chair since 2022. thl is now

a proud sponsor of the CCIA Future

Leaders Award that recognises young

professionals and allows this next

generation of leaders to influence the

future of their industry.

27

thl INTEGRATED ANNUAL REPORT 2023

WE ARE RVthl ANNUAL INTEGRATED REPORT 2023

Our Tourism
Experiences

I am really proud of how the

team has exceeded customer

expectations in every aspect

of their visit, from product

experience, hospitality, retail

and customer service, right

through to the presentation

of our sites, crew and vehicles.

For this to be validated by guest

and trade partner feedback –

really makes me confident

we are on the right track.

DAN THORNE, GM WAITOMO

Strong restart for Kiwi Experience

Kiwi Experience rebounded this year, with

a strong restart from hibernation during

the pandemic. Starting with small group

tours, followed by Hop-On, Hop-Off tours

relaunching in November 2022 and we

are currently the only touring company

operating Hop-On, Hop-Off experiences in

New Zealand. It was fantastic to open the

new office to provide customer support

and welcome guests once again. We were

delighted to have a large number of our

driver-guides return to Kiwi Experience

after being away so long.

There was exceptional and rapid demand

as we reopened and from January to

March 2023 we were fully booked. Driver-

guide recruitment, training and retention

is a priority in a competitive labour market,

retention payments and appropriate

reviews of base pay have helped attract

new driver-guides as required.

This summer was an extremely challenging

environment to operate in, with many

severe weather impacts across the country.

Limited accommodation options in some

locations also impacted routes and

utilisation. The team were extremely

resilient and did an incredible job caring

for customers and dealing with disruptions

impacting operations, including road

closures and impacts of flooding,

cyclones and ferry cancellations.

We are lucky to have strong brand

awareness and long-standing industry

relationships enabling us to connect guests

to a wide range of products and activities.

Hop-On, Hop-Off departures are set to

double and new small group tours will be

released in FY24, including our ‘Revive’

North Island tour with a focus on

sustainable travel, aligned to our future-fit

priority goals, crew cultural capability

training and embedding the Tiaki Promise.

Discover Waitomo – Exceeding guest expectations

International guests returned to Waitomo

in FY23 and the team responded superbly

to meet the rapid demand in visitor

numbers while maintaining the word class

visitor experiences. The continuation of the

small group tours provided an intimate

visitor experience in Waitomo Glowworm

enabling deeper storytelling and sharing

Tikanga (protocols) and environmental

outcomes with guests. This authentic,

more personal experience is increasingly

what guests are seeking, reflected in

increased guest feedback scores.

Recruitment and training has been major

focus points. Rebuilding and retraining our

teams and retaining excellence in health,

safety and environmental management,

underpinned by values of Kaitiakitanga

(guardianship), Manaakitanga (hospitality,

respect) and Whanaugatanga (connection,

kinship). It was great to see the Homestead

acting as a true gateway to Waitomo with

guests booking tours, checking in and

collecting general information over

the summer.

It is a privilege to operate in Waitomo

and we are committed to contributing

positively, from community conservation

projects and promoting Tiaki Promise

to local sourcing in our retail products.

Among other awards, the Waitomo team

was proud to be awarded the Waikato

Chamber of Commerce Community

Contribution Award in recognition of our

contribution to the Waitomo community

including the Kaimahi for Nature

restoration project.

Photo by Stephen Barker Photography

28

thl INTEGRATED ANNUAL REPORT 2023

WE ARE RV

29
thl INTEGRATED ANNUAL REPORT 2023

Our Crew,
Navigating Change

Health, Safety and Wellbeing is paramount

The health, safety and wellbeing (HS&W) of our crew, guests and visitors is an ongoing

journey of improvement, one on which the organisation is keenly focused. In FY22, we

reviewed and significantly developed our HS&W capability, employing a new global

Health, Safety and Wellbeing lead. This year we have further developed our internal

capability and support in each jurisdiction, with HS&W leads either appointed or

commenced in all jurisdictions.

We are implementing initiatives to

continuously improve our HS&W systems,

processes and culture, empowering our

crew to make decisions, speak up and

continuously improve in health, safety and

wellbeing. Since the merger we have been

capitalising on the best of both businesses’

systems. A key focus was to ensure that

HS&W was the top priority as we merged

operational sites.

This focus means we continue to challenge

ourselves to ensure that we are reporting

the right metrics to improve safety

outcomes and ultimately, to reduce the

number of injuries to our crew. A key metric

that we track at Executive and Board level

is our Lost Time Injury Frequency Rate

(LTIFR). In FY22 we reported an LTIFR of

21.51 for the combined AU and NZ rentals

businesses. The LTIFR for the same

business units is 12.24 at the end FY23,

a reduction of 54.8%. As the business has

changed substantially during this period,

we are implementing standardised

reporting for each business unit as a

goal for FY24 which includes LTIFR,

Total Recordable Incident Frequency

Rate (TRIFR) and key leading indicators.

We believe that all injuries at our sites are

preventable and recognise that we are still

firmly on a journey of reducing the number

of injuries that occur on our sites globally.

Our strong focus on mental health

continues to enable our crew to thrive.

On the back of mental health training

conducted last year, we have piloted

Mental Health First Aid courses and will

be broadening our base of Mental Health

First Aiders in FY24.

Looking ahead in FY24, we will continue

to empower our leaders and crew to

embed our focus on proactive reporting,

implement critical risk controls, broaden

mental health training and ensure our crew

have the right training, tools and support

to do their jobs safely.

Our crew have experienced

a significant degree of change

since the merger in December

2022 and our teams brought

their best selves to the

challenge and worked through

the necessary changes with

intelligence, resilience and

compassion for each other

and our customers. We were

committed to retaining and

growing the great talent in

our combined crew, providing

opportunities and optionality

for development and growth.

Overall, we came through the

first six months of change in

good shape and positive

about the future.

KATE MELDRUM, CHIEF PEOPLE

AND CAPABILITY OFFICER

THRIVE

SUPPORTING OUR CREW, CREATING

A HEALTHY CULTURE AND BUILDING

CULTURAL CAPABILITY

• Employee health

• Living wage

• Fair employment terms

• Employee discrimination

• Employee concerns

GOALS

30

thl INTEGRATED ANNUAL REPORT 2023

OUR PEOPLE AND RESPONSIBILITY

Creating development opportunities for our
crew globally has been a huge highlight this

year. The US Reservations teams did a fantastic

job supporting Australia and New Zealand to

provide 24-hour cover for customers during the

southern hemisphere summer. Our first global

branch manager secondment was a real

success with Kathryn Gerstel, a US-based

Branch Manager taking up a leadership role

with the Auckland Branch, sharing skills,

knowledge and capacity. The implementation

of Motek also enabled US team members to

step up, learn and lead important areas of

work as part of the project team.

GORDON HEWSTON, COO USA

Leadership Conference - moving forward together

In May, 170 leaders from around the

world arrived in Auckland for our global

Leadership Conference with the theme

moving forward together. It was exciting to

see our combined culture developing and

our shared values and language coming to

life as thl leaders from around the globe

connected, shared experiences and

learned from each other. Our Brand

and Culture journey was shared at this

sustainably-run event, and we will see

this evolve over the next few months.

The identity of each individual and each

regional team are important foundations

that make up thl’s DNA. We know our crew

are at the heart of our business success.

The development of our company culture

will be supported by meaningful elements

for our crew such as recognition awards,

benefits and training.

31

thl INTEGRATED ANNUAL REPORT 2023

OUR PEOPLE AND RESPONSIBILITYthl ANNUAL INTEGRATED REPORT 2023

In late 2021, thl re-commenced a programme of work around diversity and inclusion.
The initial focus was on collating data regarding the gender representation within main

role categories across New Zealand, Australia and the United States. This year, post-

merger, we include Canada and the United Kingdom and Ireland. Gender Diversity

Reporting Data and analysis is outlined below. Our intent in FY23 was to go beyond

the gender dimension to provide a fuller diversity and inclusion picture. With merger

activities this work is now scheduled for FY24.

being undertaken as part of cultural

capability building work shared below.

Diversity is considered in several thl

future-fit goals within our Thrive

sustainability programme which aims

to support our crew, building a healthy

culture and cultural capability across

thl globally.

Gender Diversity Reporting Data

The continued focus for FY23 diversity

and inclusion reporting has been on

female representation across the business

in terms of four main categories: Key

Management People (KMP) representing

C-Suite executives, senior management,

middle and supervisory level management,

and non-management roles. The table

below reflects the outcome of the

analysis undertaken to date.

The Board endorses and supports the thl

Diversity, Equality and Inclusion Policy.

It has reviewed and approved the 40:40:20

categorisation approach and recognises

that there is more work to be done.

Diversity and

Inclusion Developments

Analysis:

The initial information contained in the

table reflects an overall participation rate

of women within the thl workforce of

36.5% percent. The participation rate of

females in the thl workforce excluding

manufacturing is 46.0%. The Apollo RV

Manufacturing business now comes under

New Zealand’s Action Manufacturing

business and the figures are combined.

That combined manufacturing workforce

represents 29% of the total thl workforce

and is predominantly male at present.

However, Action Manufacturing has

increased representation of females in

senior executive management albeit from

a low base. Female participation in other

parts of the business in New Zealand,

Australia and the US largely remains

the same as FY22.

New Zealand and United States

representation of females in leadership

roles remains similar to last year, with

some re-assignment of Branch Managers

to ‘Middle Managers’ to align with other

jurisdictions. Australia sees an increase

in senior executive and management

compared to FY22 due to the merger

that has brought more women into the

business in senior group services roles as

well as COO Australia, taking over from

another female in this role. Canada has the

strongest representation of females in the

business at 53%. The United Kingdom is

also strong at 44%, with opportunities

in both countries to increase female

representation at senior executive

and management levels.

There continues to be some key areas

within thl, such as representation at

KMP (27%) and senior management level

positions (33%) which will need to be

considered when setting any measurable

objectives or targets and approaches to

succession planning for FY24.

Female %KMP

Senior Executive and

Management

Middle Managers and

Supervisory PositionsNon-Managers

Overall Combined

Female Representation

Across All Categories

NZ34.6%53.0%51.4%50.5%

AU46.2%2 7. 5%37.9%36.7%

US28.6%40.5%40.9%40.1%

CA30.0%60.0%52.5%52.6%

UK25.0%50.0%44.6%44.1%

NZ and AU Manufacturing28.6%13.9%12.5%13.0%

Combined Representative26.7%32.9%38.6%36.4%36.5%

FEMALE REPRESENTATION SUMMARY BY BUSINESS UNITS

Out of Balance (male dominant)

(if < 40%)

Balance Achieved (40-60% or more)

(i.e. female representation is achieved)

Please note: The analysis used in the table above has used a 40/40/20 categorisation as an interim review method, which has

been adopted by a number of organisations to identify balances and possible imbalances in terms of the participation of

women with the organisation. The analysis covers all employees within thl regions, including the merged entities and all

permanent/continuous, fixed term, seasonal and casual roles. The above information excludes female representation at the

thl Board level which currently is at 50 percent.

A broader understanding of diversity is

required within the company and the

approach will be considered in FY24 as

part of a review of our approach to diversity,

equity and inclusion. This programme of

work will be redefined, including a focus

on education and training around diversity

and inclusion for leadership groups and

hiring managers, plus the ongoing work

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thl INTEGRATED ANNUAL REPORT 2023

OUR PEOPLE AND RESPONSIBILITY

Our Cultural Capability Journey Continues
Last year, thl made a global commitment to building our cultural capabilities,

specifically: the skills, knowledge, behaviours and protocols required to plan, support,

improve and deliver products and services in a culturally respectful, genuine and

appropriate manner. This means taking a place-based approach to building our cultural

capability in each Country, guided by a set of global principles, actively recognising,

valuing and respecting First Nations Peoples and Cultures and their continuing

connection to lands, waters, air and communities.

At our global Leadership Conference we were very privileged to hear from inspirational

Indigenous and First Nations leaders from Aotearoa New Zealand, Australia and Canada

during a panel discussion on Building our Cultural Capability and Indigenous

Tourism Connections.

Aotearoa New Zealand

Kowhaiwhai Oranga, our programme in

Aotearoa, means ‘to intertwine all cultures,

ideas and aspirations, and ensure our

collective health and wellbeing by moving

forward together as one’. It reflects not only

our obligations under Te Tiriti o Waitangi

(the Treaty of Waitangi) in which our

leadership team have been trained, but

also the commitment of our crew in

Aotearoa to learn from our long

partnership with the Ruapuha Uekaha

Hapū (sub-tribe) in Waitomo to grow

cultural capability across our branches.

Discover Waitomo, in partnership with

Ruapuha Uekaha Hapū, have continued

to develop cultural experiences and

immersive education programmes,

including bilingual and full immersion Te

Reo Māori tours. Matariki events continue

to be an inspiring focal point for our crew

and guests to learn and connect, with a

diverse range of activities celebrating

Māori culture and Mātauranga Māori

(Indigenous wisdom). In FY24 we will be

implementing a Te Tiriti Action Plan and

providing Te Reo Māori language classes

for our crew in Aotearoa.

Australia

We have completed our first ‘Reflect’

Reconciliation Action Plan (RAP) in

partnership with Reconciliation Australia

and have delivered actions under each

RAP pillar of respect, relationships,

opportunities and governance. We are

growing our cultural awareness and

learning, building relationships, connecting

our guests with Aboriginal Experiences

and commencing our procurement

journey with First Nations Suppliers.

In FY24, we will continue to deliver our

Reflect RAP to bring the wider Australia-

based crew along the journey and we

will start work on exploring reciprocal

opportunities with communities locally.

We are members of the new Tourism

Reconciliation Industry Network Group

(RING) a partnership with Tourism

Australia, Reconciliation Australia

supported by 21 tourism businesses. The

RING provides members with a space to

share challenges and learnings with the

delivery of their RAP and provides a

platform to hear from a diverse range

of Aboriginal and Torres Strait Islander

Peoples involved in tourism or culture and

create opportunities for collaboration

and partnerships.

North America

In North America we are beginning our

cultural capability journey focusing on

learning and building relationships with

First Nations groups in Canada and the

United States. We are building our

cultural awareness and connecting

with Indigenous Tourism groups and

Indigenous Tourism Associations at a

Federal, Province and State level to

explore opportunities including

through the CanaDream club where

we partner with over 25 Indigenous

Tourism operators.

ACCELERATE

PARTNERSHIP FOR POSITIVE IMPACTS

• Natural resources

• Operational encroachment

• Community health

• Product communications

• Product concerns

• Product harm

GOALS

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thl INTEGRATED ANNUAL REPORT 2023

OUR PEOPLE AND RESPONSIBILITY

Our sustainability strategy implemented
through our Global Sustainability

Programme is underpinned by the 23

science-based goals of the Future-Fit

Business Benchmark. For more

information, see the Creating Systems

Value and the FY23 Health Check

sections of this report.

We are focused on addressing our most

significant sustainability impacts. These

include the emissions from our fleet of

Internal Combustion Engine (ICE) vehicles

and our operations, ensuring our products

do not cause harm to people or the

environment, and protecting the health

of communities and ecosystems where

we operate and where our products and

activities have an impact.

Our work on our Climate & Carbon Strategy,

building our cultural capability, embedding

a sustainable procurement framework, and

embedding Ignition future-fit branch

actions at each location is highlighted in

this report. We transparently share our

progress towards all 23 future-fit goals in

the updated FY23 Health Check and how

we protect the value we create through our

Enterprise Risk Management framework –

find both in Our Responsible Management

Disclosures section.

Our priority in FY23 has been to onboard,

embed and integrate the global

sustainability workstreams at a country

and branch level following the merger,

bringing in new locations, businesses

and teams. Future-fit progress is a core

component of thl country, business and

branch plans, supported with resources,

training and tools, this year 127 rental crew

completed new future-fit modules as

part of our TRX 25 customer experience

training. The year ahead holds exciting

opportunities to activate and expand the

impact of our future-fit progress across

all regions.

Ignition – branch sustainability impact

The Ignition Programme is delivered locally

in every branch and is the foundation of our

sustainability progress. All branches have

targets and actions underway for five priority

impact areas for our operations: energy

efficiency and renewables, water conservation,

waste, operational emissions and community

contribution. Country and Branch Impact

Reports track progress on actions, reduction

targets and emissions impacts annually.

We share some highlights from our Ignition

Programme 2023 review (based on FY22

verified data) and look forward to reporting

impact across our expanded operations,

including all Apollo sites, in 2024.

• Our San Francisco branches moved to 100%

renewable energy in FY23 through the

community energy purchase scheme.

• Overall, the US branches reduced energy

use by 15% and operational emissions by

38% from FY20.

• A major focus on water in response to severe

drought conditions has seen US operations

reduce water use by over 50% in the last

four years.

• Australia delivered a significant reduction

in overall operational emissions which

reduced by 22% from FY20. Energy

efficiency changes reduced energy

use by 20% in the same period.

• The Melbourne manufacturing site reduced

waste generation by 35% over the last three

years, through waste reduction initiatives

implemented by our factory team.

Our Global

Sustainability

Programme

IGNITION

CREATING FUTURE-FIT BRANCHES

• Renewable energy

• Water use

• Operational emissions

• Operational GHGS

• Operational waste

GOALS

Five Sustainability Focus Areas

for all branches globally

ENERGY

EFFICIENCY

LOWERING

EMISSIONS

COMMUNITY

CONTRIBUTION

CONSERVING

WATER

REDUCING WASTE

TO LANDFILL

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thl INTEGRATED ANNUAL REPORT 2023

OUR PEOPLE AND RESPONSIBILITY

Climate & Carbon Strategy
Our Climate & Carbon Strategy remains

front and centre for the business. At thl

we’re facing this challenge head-on

through our Future Fleet programme,

despite the frustratingly slow - but

improving - progress of low-emissions RV

technologies, read more on page 23. We

have also updated our Climate Risks and

Opportunities (CR&O) and the scenarios we

use, to reflect our global business and new

disclosure standards. See Our Responsible

Management Disclosures section for our

CR&O summary reporting aligned with the

Taskforce on Climate-related Financial

Disclosures (TCFD).

This year’s carbon footprint looks different

from prior years, being a ‘transitional’

footprint now including many Apollo sites.

Our FY23 full footprint with commentary

is in Our Responsible Management

Disclosures section. Reflecting our status

as a merged business, we will be restating

our baseline in FY24 to capture our full

global business activities and Scope 3

emissions. This will also require an update

to our science-aligned carbon reduction

target, currently an absolute reduction

in emissions of 50.4% from a FY20

baseline by 2032 to limit warming

within 1.5 degrees Celsius.

In our view, any target needs to be

accompanied by a realistic plan for

achievement. We have been frustrated by

the lack of progress across our supply chain

to transition to zero or low-emissions

chassis. We are therefore not comfortable

setting a reduction target for our Scope 3

emissions as was our intention in FY23,

but will be continue to stay abreast

of developments.

In the meantime we will in FY24 seek to

set interim and intensity targets to drive

change which will require the whole

business to get behind our climate and

carbon challenge. We’re in good shape to

make progress as we engaged a consultant

(WSP) to deliver our first Future Fleet

Global Scan of infrastructure readiness for

eRVs, ICE phase-out regulation deadlines,

technology tipping points, climate trends

and innovation grants.

OUR PRIORITY CLIMATE RISKS & OPPORTUNITIES (CR&O)

CLIMATE & CARBON STRATEGY

DECARBONISING OUR BUSINESS

• Operational GHGS

• Product GHGS

GOALS

SHORT-TERM

0-24 MONTHS

MEDIUM-TERM

2-10 YEARS

LONG-TERM

>10 YEARS

OPPORTUNITY: Increased demand for mobile housing and emergency service vehicles

TRANSITION RISK: Reduction in

customer demand due to a trend

away from carbon-intensive travel

TRANSITION RISK: Speed of

regulatory change and legal

compliance

PHYSICAL RISK: Changes in

booking patterns due to physical

climate impacts

PHYSICAL RISK: Inability to access

attractions and locations due to

infrastructure damage

OPPORTUNITY: Gain competitive

advantage by positioning thl as a

first mover where appropriate

TRANSITION RISK: Uncertainty in the supply of

cost-effective, long-range, low emissions technology

A high proportion of our business is

exposed to transition risks, in particular

the need to decarbonise our fleet. A low

to moderate portion of our business is

exposed to physical risks, including the

impacts of extreme weather events.

Quantitative metrics for our climate

disclosures will be developed in FY24

aligned with industry metrics. These will

be informed by qualitative metrics that

are already used within our Future-Fit

Business Benchmark.

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thl INTEGRATED ANNUAL REPORT 2023

OUR PEOPLE AND RESPONSIBILITY

Sustainable Procurement
Framework

Our Global Sustainable Procurement

Working Group, supported by country-

level groups, continues to make strong

progress against our five-year ‘Flexible

Framework’ plan. We have moved from

embedding sustainable procurement in

FY23 to improving practices in FY24 and

working towards circular economy

outcomes in FY25.

Achievements include the

continued on-boarding of

suppliers to our Supplier Code

of Conduct which has been

positively received; publication

of our Sustainable Procurement

Policy; ongoing future-fit

hotspot assessments of supplier

categories now linked to our

tender process; and sustainable

procurement as a key element

in our Global Uniform Project.

We’ve also taken positive steps in our

supplier diversity approach, with a

Supplier Diversity plan developed in

Australia as part of our Reconciliation

Action Plan (RAP). A pilot partnership

in New Zealand was not effective in

delivering value for local suppliers

given thl’s vehicle-focussed supplier

requirements - this is an area for further

development. A product stewardship

assessment has set us up well for a pilot

project with RVSC suppliers who are keen

to partner with us on sustainability.

SUSTAINABLE PROCUREMENT

OUR GLOBAL FRAMEWORK AND

CIRCULAR ECONOMY PILOTS

• Procurement

• Products repurposed

GOALS

STRATEGY

INTERNAL CAPACITY

SUSTAINABLE

PROCUREMENT

EXTERNAL

COLLABORATION

GOVERNANCE

GRIEVANCE &

REMEDIATION

Modern Slavery Statement

This year we worked with Edge Impact to complete a

global assessment of our modern slavery risks as a merged

business. We completed a gaps and opportunities analysis

and progressed work on our global Modern Slavery

Statement and Implementation Roadmap covering the

six key pillars shown below. The Statement will be made

available online on the thl sustainability website:

www.thlsustainability.com

36

thl INTEGRATED ANNUAL REPORT 2023

OUR PEOPLE AND RESPONSIBILITY

37
thl INTEGRATED ANNUAL REPORT 2023

Our

Responsible

Management Disclosures

Our FY23 carbon footprint is a ‘transitional’
footprint given the merger with Apollo

businesses. To capture as much data as

possible, we took a materiality approach

to include the larger sites in our footprint

which now covers approximately 85% of

our total combined sites. Excluded sites

include three sites in the UK / Ireland,

three newly acquired Action

Manufacturing sites and two Australian

dealership sites. Scope 1 and 2 emissions

for specific sites across Canada, Australia,

the UK and Ireland have been included as

partial years from date of acquisition.

Our transitional footprint continues to be

based on our previous approach (full Scope

1 and 2 and limited Scope 3), keeping to a

FY19 baseline for consistency with previous

years, with customer journeys included in

our Scope 1 emissions. Our total transitional

footprint as a much larger merged

business is 65,472 tCO2e, this includes data

for merged business units since date of

acquisition. This footprint includes an

increase in our operational emissions of

73% from FY22 (an increase of 4% from our

FY19 baseline year), and also an increase in

our customer journey emissions of 58%

from FY22 (a decrease of 22% from our FY19

baseline year).

Prior to the merger, our intention was to

extend our FY23 footprint to include our

full Scope 3 emissions. However, given the

additional data required from Apollo

businesses, we will instead be restating our

entire greenhouse gas inventory in FY24,

to include full Scope 1, 2 and 3 emissions.

FY24 will then become our new baseline

year, which will enable us to refine our

science-aligned target as discussed in

the Climate & Carbon Strategy section

in this report.

In the following graphs we have included

customer journey emissions in Scope 1

but have also reported them separately

for consistency with previous years. As

international visitors return to New

Zealand, Kiwi Experience has restarted

after a period of hibernation and we have

seen a corresponding increase in their

emissions and from our Discover

Waitomo tourism operations.

Note: thl uses the ISO 14064-1:2018

standard but also aligns with language

and framing from the GHG Protocol’s

standards. thl follows the equity

share approach.

Our full Scope 3 GHG inventory in FY24

will align with the GHG Protocol Value

Chain (Scope 3) Standard.

Country-specific emission factors have

been used if available. For further

information please visit

www.thlsustainability.com.

Our FY23

Carbon Footprint

2,773

New Zealand

1,724

US

911

Canada

219

UK & Ireland

1,958

Australia

0

Joint ventures

7,585

Total GHG

emissions

(tonnes CO

2

e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

New Zealand

Total GHG emissions (tonnes CO

2

e)

Australia

Joint

venturesUS

59,393

Total tonnes CO

2

e

GROUP-WIDE GHG EMISSIONS BY SCOPE FY23

– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1

(tonnes CO₂e)

Scope 1

1,953

Scope 2

4,126

Scope 3

91%

3%

6%

GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

7%

10%

52%

26%

5%

GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23

(tonnes CO₂e)

73% increase

on FY22

(includes data for

merged business

units since

acquisition date).

58% increase

on FY22

(includes data for

merged business

units since

acquisition date).

23,768

Australia

11,030

New Zealand

2,034

Canada

583

UK & Ireland

20,472

US

0

Joint ventures

57,887

Total GHG

emissions

(tonnes CO

2

e)

3,920

Transport & Stationary Fuels

1,953

Electricity

533

Air Travel

8

Taxi Use

424

Waste sent to Landfill

747

Materials

7,585

Total FY23 footprint

(tonnes CO

2

e)

25

62,695

211

1,619

559

57

Head Office

GHG EMISSIONS BY BUSINESS UNIT FY23

– INCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

96%

2%

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

65,472

Total GHG

emissions

(tonnes CO

2

e)

37%

40%

35%

4,696

6,600

7,924

26%

24%

25%

1%

0%

1%

36%

36%

39%

1,7101,1941,74943

2,3731,5722,63421

3,1081,9792,793

44

FY21

37%4,39430%1%32%

1,4221,2981,62945

FY22

FY20

FY19

NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of

customer journey emissions which we can influence but not control

(transitional year)(transitional year)

36%7,58526%0%23%

CanadaUK & Ireland

0%

0%

0%

0%

0%

0 %

0%0%

12%3%

1,7241,9582,773

FY23

(transitional

year)

911219

65,472Total FY23 footprint

(tonnes CO

2

e)

(transitional year)

(transitional year)

GHG EMISSIONS BY BUSINESS UNIT FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

63%

21%

25

4,808

211

1,619

559

57

Head Office

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

306

Discover Waitomo

7,585

Total GHG

emissions

(tonnes CO

2

e)

(transitional year)

4%

3%

(transitional year)

36%

26%

23%

12%

3%

41%

19%

35%

4%

1%

7%

1%

306

Discover Waitomo

1%

2,773

New Zealand

1,724

US

911

Canada

219

UK & Ireland

1,958

Australia

0

Joint ventures

7,585

Total GHG

emissions

(tonnes CO

2

e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

New Zealand

Total GHG emissions (tonnes CO

2

e)

Australia

Joint

venturesUS

59,393

Total tonnes CO

2

e

GROUP-WIDE GHG EMISSIONS BY SCOPE FY23

– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1

(tonnes CO₂e)

Scope 1

1,953

Scope 2

4,126

Scope 3

91%

3%

6%

GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

7%

10%

52%

26%

5%

GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23

(tonnes CO₂e)

73% increase

on FY22

(includes data for

merged business

units since

acquisition date).

58% increase

on FY22

(includes data for

merged business

units since

acquisition date).

23,768

Australia

11,030

New Zealand

2,034

Canada

583

UK & Ireland

20,472

US

0

Joint ventures

57,887

Total GHG

emissions

(tonnes CO

2

e)

3,920

Transport & Stationary Fuels

1,953

Electricity

533

Air Travel

8

Taxi Use

424

Waste sent to Landfill

747

Materials

7,585

Total FY23 footprint

(tonnes CO

2

e)

25

62,695

211

1,619

559

57

Head Office

GHG EMISSIONS BY BUSINESS UNIT FY23

– INCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

96%

2%

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

65,472

Total GHG

emissions

(tonnes CO

2

e)

37%

40%

35%

4,696

6,600

7,924

26%

24%

25%

1%

0%

1%

36%

36%

39%

1,7101,1941,74943

2,3731,5722,63421

3,1081,9792,793

44

FY21

37%4,39430%1%32%

1,4221,2981,62945

FY22

FY20

FY19

NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of

customer journey emissions which we can influence but not control

(transitional year)(transitional year)

36%7,58526%0%23%

CanadaUK & Ireland

0%

0%

0%

0%

0%

0 %

0%0%

12%3%

1,7241,9582,773

FY23

(transitional

year)

911219

65,472Total FY23 footprint

(tonnes CO

2

e)

(transitional year)

(transitional year)

GHG EMISSIONS BY BUSINESS UNIT FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

63%

21%

25

4,808

211

1,619

559

57

Head Office

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

306

Discover Waitomo

7,585

Total GHG

emissions

(tonnes CO

2

e)

(transitional year)

4%

3%

(transitional year)

36%

26%

23%

12%

3%

41%

19%

35%

4%

1%

7%

1%

306

Discover Waitomo

1%

Our FY23 greenhouse gas (carbon) footprint has been

independently assured by McHugh & Shaw Ltd. It is considered

consistent with the mandatory requirements of ISO 14064-1:2018,

with Reasonable Assurance (Scope 1/ISO Category 1 Emissions

and Scope 2/ISO Category 2 Emissions) and Limited Assurance

(Scope 3/ISO Category 3-6 Emissions).

38

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

2,773
New Zealand

1,724

US

911

Canada

219

UK & Ireland

1,958

Australia

0

Joint ventures

7,585

Total GHG

emissions

(tonnes CO

2

e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

New Zealand

Total GHG emissions (tonnes CO

2

e)

Australia

Joint

venturesUS

59,393

Total tonnes CO

2

e

GROUP-WIDE GHG EMISSIONS BY SCOPE FY23

– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1

(tonnes CO₂e)

Scope 1

1,953

Scope 2

4,126

Scope 3

91%

3%

6%

GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

7%

10%

52%

26%

5%

GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23

(tonnes CO₂e)

73% increase

on FY22

(includes data for

merged business

units since

acquisition date).

58% increase

on FY22

(includes data for

merged business

units since

acquisition date).

23,768

Australia

11,030

New Zealand

2,034

Canada

583

UK & Ireland

20,472

US

0

Joint ventures

57,887

Total GHG

emissions

(tonnes CO

2

e)

3,920

Transport & Stationary Fuels

1,953

Electricity

533

Air Travel

8

Taxi Use

424

Waste sent to Landfill

747

Materials

7,585

Total FY23 footprint

(tonnes CO

2

e)

25

62,695

211

1,619

559

57

Head Office

GHG EMISSIONS BY BUSINESS UNIT FY23

– INCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

96%

2%

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

65,472

Total GHG

emissions

(tonnes CO

2

e)

37%

40%

35%

4,696

6,600

7,924

26%

24%

25%

1%

0%

1%

36%

36%

39%

1,7101,1941,74943

2,3731,5722,63421

3,1081,9792,793

44

FY21

37%4,39430%1%32%

1,4221,2981,62945

FY22

FY20

FY19

NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of

customer journey emissions which we can influence but not control

(transitional year)(transitional year)

36%7,58526%0%23%

CanadaUK & Ireland

0%

0%

0%

0%

0%

0 %

0%0%

12%3%

1,7241,9582,773

FY23

(transitional

year)

911219

65,472Total FY23 footprint

(tonnes CO

2

e)

(transitional year)

(transitional year)

GHG EMISSIONS BY BUSINESS UNIT FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

63%

21%

25

4,808

211

1,619

559

57

Head Office

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

306

Discover Waitomo

7,585

Total GHG

emissions

(tonnes CO

2

e)

(transitional year)

4%

3%

(transitional year)

36%

26%

23%

12%

3%

41%

19%

35%

4%

1%

7%

1%

306

Discover Waitomo

1%

2,773

New Zealand

1,724

US

911

Canada

219

UK & Ireland

1,958

Australia

0

Joint ventures

7,585

Total GHG

emissions

(tonnes CO

2

e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

New Zealand

Total GHG emissions (tonnes CO

2

e)

Australia

Joint

venturesUS

59,393

Total tonnes CO

2

e

GROUP-WIDE GHG EMISSIONS BY SCOPE FY23

– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1

(tonnes CO₂e)

Scope 1

1,953

Scope 2

4,126

Scope 3

91%

3%

6%

GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

7%

10%

52%

26%

5%

GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23

(tonnes CO₂e)

73% increase

on FY22

(includes data for

merged business

units since

acquisition date).

58% increase

on FY22

(includes data for

merged business

units since

acquisition date).

23,768

Australia

11,030

New Zealand

2,034

Canada

583

UK & Ireland

20,472

US

0

Joint ventures

57,887

Total GHG

emissions

(tonnes CO

2

e)

3,920

Transport & Stationary Fuels

1,953

Electricity

533

Air Travel

8

Taxi Use

424

Waste sent to Landfill

747

Materials

7,585

Total FY23 footprint

(tonnes CO

2

e)

25

62,695

211

1,619

559

57

Head Office

GHG EMISSIONS BY BUSINESS UNIT FY23

– INCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

96%

2%

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

65,472

Total GHG

emissions

(tonnes CO

2

e)

37%

40%

35%

4,696

6,600

7,924

26%

24%

25%

1%

0%

1%

36%

36%

39%

1,7101,1941,74943

2,3731,5722,63421

3,1081,9792,793

44

FY21

37%4,39430%1%32%

1,4221,2981,62945

FY22

FY20

FY19

NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of

customer journey emissions which we can influence but not control

(transitional year)(transitional year)

36%7,58526%0%23%

CanadaUK & Ireland

0%

0%

0%

0%

0%

0 %

0%0%

12%3%

1,7241,9582,773

FY23

(transitional

year)

911219

65,472Total FY23 footprint

(tonnes CO

2

e)

(transitional year)

(transitional year)

GHG EMISSIONS BY BUSINESS UNIT FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

63%

21%

25

4,808

211

1,619

559

57

Head Office

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

306

Discover Waitomo

7,585

Total GHG

emissions

(tonnes CO

2

e)

(transitional year)

4%

3%

(transitional year)

36%

26%

23%

12%

3%

41%

19%

35%

4%

1%

7%

1%

306

Discover Waitomo

1%

2,773

New Zealand

1,724

US

911

Canada

219

UK & Ireland

1,958

Australia

0

Joint ventures

7,585

Total GHG

emissions

(tonnes CO

2

e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

New Zealand

Total GHG emissions (tonnes CO

2

e)

Australia

Joint

venturesUS

59,393

Total tonnes CO

2

e

GROUP-WIDE GHG EMISSIONS BY SCOPE FY23

– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1

(tonnes CO₂e)

Scope 1

1,953

Scope 2

4,126

Scope 3

91%

3%

6%

GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

7%

10%

52%

26%

5%

GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23

(tonnes CO₂e)

73% increase

on FY22

(includes data for

merged business

units since

acquisition date).

58% increase

on FY22

(includes data for

merged business

units since

acquisition date).

23,768

Australia

11,030

New Zealand

2,034

Canada

583

UK & Ireland

20,472

US

0

Joint ventures

57,887

Total GHG

emissions

(tonnes CO

2

e)

3,920

Transport & Stationary Fuels

1,953

Electricity

533

Air Travel

8

Taxi Use

424

Waste sent to Landfill

747

Materials

7,585

Total FY23 footprint

(tonnes CO

2

e)

25

62,695

211

1,619

559

57

Head Office

GHG EMISSIONS BY BUSINESS UNIT FY23

– INCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

96%

2%

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

65,472

Total GHG

emissions

(tonnes CO

2

e)

37%

40%

35%

4,696

6,600

7,924

26%

24%

25%

1%

0%

1%

36%

36%

39%

1,7101,1941,74943

2,3731,5722,63421

3,1081,9792,793

44

FY21

37%4,39430%1%32%

1,4221,2981,62945

FY22

FY20

FY19

NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of

customer journey emissions which we can influence but not control

(transitional year)(transitional year)

36%7,58526%0%23%

CanadaUK & Ireland

0%

0%

0%

0%

0%

0 %

0%0%

12%3%

1,7241,9582,773

FY23

(transitional

year)

911219

65,472Total FY23 footprint

(tonnes CO

2

e)

(transitional year)

(transitional year)

GHG EMISSIONS BY BUSINESS UNIT FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

63%

21%

25

4,808

211

1,619

559

57

Head Office

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

306

Discover Waitomo

7,585

Total GHG

emissions

(tonnes CO

2

e)

(transitional year)

4%

3%

(transitional year)

36%

26%

23%

12%

3%

41%

19%

35%

4%

1%

7%

1%

306

Discover Waitomo

1%

2,773

New Zealand

1,724

US

911

Canada

219

UK & Ireland

1,958

Australia

0

Joint ventures

7,585

Total GHG

emissions

(tonnes CO

2

e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

New Zealand

Total GHG emissions (tonnes CO

2

e)

Australia

Joint

venturesUS

59,393

Total tonnes CO

2

e

GROUP-WIDE GHG EMISSIONS BY SCOPE FY23

– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1

(tonnes CO₂e)

Scope 1

1,953

Scope 2

4,126

Scope 3

91%

3%

6%

GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

7%

10%

52%

26%

5%

GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23

(tonnes CO₂e)

73% increase

on FY22

(includes data for

merged business

units since

acquisition date).

58% increase

on FY22

(includes data for

merged business

units since

acquisition date).

23,768

Australia

11,030

New Zealand

2,034

Canada

583

UK & Ireland

20,472

US

0

Joint ventures

57,887

Total GHG

emissions

(tonnes CO

2

e)

3,920

Transport & Stationary Fuels

1,953

Electricity

533

Air Travel

8

Taxi Use

424

Waste sent to Landfill

747

Materials

7,585

Total FY23 footprint

(tonnes CO

2

e)

25

62,695

211

1,619

559

57

Head Office

GHG EMISSIONS BY BUSINESS UNIT FY23

– INCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

96%

2%

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

65,472

Total GHG

emissions

(tonnes CO

2

e)

37%

40%

35%

4,696

6,600

7,924

26%

24%

25%

1%

0%

1%

36%

36%

39%

1,7101,1941,74943

2,3731,5722,63421

3,1081,9792,793

44

FY21

37%4,39430%1%32%

1,4221,2981,62945

FY22

FY20

FY19

NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of

customer journey emissions which we can influence but not control

(transitional year)(transitional year)

36%7,58526%0%23%

CanadaUK & Ireland

0%

0%

0%

0%

0%

0 %

0%0%

12%3%

1,7241,9582,773

FY23

(transitional

year)

911219

65,472Total FY23 footprint

(tonnes CO

2

e)

(transitional year)

(transitional year)

GHG EMISSIONS BY BUSINESS UNIT FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

63%

21%

25

4,808

211

1,619

559

57

Head Office

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

306

Discover Waitomo

7,585

Total GHG

emissions

(tonnes CO

2

e)

(transitional year)

4%

3%

(transitional year)

36%

26%

23%

12%

3%

41%

19%

35%

4%

1%

7%

1%

306

Discover Waitomo

1%

2,773

New Zealand

1,724

US

911

Canada

219

UK & Ireland

1,958

Australia

0

Joint ventures

7,585

Total GHG

emissions

(tonnes CO

2

e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

New Zealand

Total GHG emissions (tonnes CO

2

e)

Australia

Joint

venturesUS

59,393

Total tonnes CO

2

e

GROUP-WIDE GHG EMISSIONS BY SCOPE FY23

– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1

(tonnes CO₂e)

Scope 1

1,953

Scope 2

4,126

Scope 3

91%

3%

6%

GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

7%

10%

52%

26%

5%

GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23

(tonnes CO₂e)

73% increase

on FY22

(includes data for

merged business

units since

acquisition date).

58% increase

on FY22

(includes data for

merged business

units since

acquisition date).

23,768

Australia

11,030

New Zealand

2,034

Canada

583

UK & Ireland

20,472

US

0

Joint ventures

57,887

Total GHG

emissions

(tonnes CO

2

e)

3,920

Transport & Stationary Fuels

1,953

Electricity

533

Air Travel

8

Taxi Use

424

Waste sent to Landfill

747

Materials

7,585

Total FY23 footprint

(tonnes CO

2

e)

25

62,695

211

1,619

559

57

Head Office

GHG EMISSIONS BY BUSINESS UNIT FY23

– INCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

96%

2%

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

65,472

Total GHG

emissions

(tonnes CO

2

e)

37%

40%

35%

4,696

6,600

7,924

26%

24%

25%

1%

0%

1%

36%

36%

39%

1,7101,1941,74943

2,3731,5722,63421

3,1081,9792,793

44

FY21

37%4,39430%1%32%

1,4221,2981,62945

FY22

FY20

FY19

NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of

customer journey emissions which we can influence but not control

(transitional year)(transitional year)

36%7,58526%0%23%

CanadaUK & Ireland

0%

0%

0%

0%

0%

0 %

0%0%

12%3%

1,7241,9582,773

FY23

(transitional

year)

911219

65,472Total FY23 footprint

(tonnes CO

2

e)

(transitional year)

(transitional year)

GHG EMISSIONS BY BUSINESS UNIT FY23

– EXCLUDING CUSTOMER JOURNEYS

(tonnes CO₂e)

63%

21%

25

4,808

211

1,619

559

57

Head Office

thl Digital

Self Drive Experiences (Global)

Dealerships Australia

Manufacturing

Kiwi Experience

306

Discover Waitomo

7,585

Total GHG

emissions

(tonnes CO

2

e)

(transitional year)

4%

3%

(transitional year)

36%

26%

23%

12%

3%

41%

19%

35%

4%

1%

7%

1%

306

Discover Waitomo

1%

Our ‘transitional’ operational carbon

footprint includes:

Scope 1Direct GHG emissions: transport

fuel used in our company cars,

fuel used at our sites (LPG,

natural gas, diesel) and

customer journeys included

in Scope 1 but also reported

separately

Scope 2Indirect GHG emissions from

energy: emissions associated

with purchased electricity

Scope 3Other indirect GHG emissions:

fuel used by staff commuting to

work; air and taxi travel; waste

sent to landfill; and motorhome

maintenance materials

(replacement tyres,

batteries and water)

39

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

Below please find a summary of thl’s climate-related disclosures, aligned with External
Reporting Board (XRB) / Te Kāwai Ārahi Pūrongo Mōwaho standard NZ CS 1. NZ CS 1 was

developed in response to the TCFD framework and adjusted to take account of the

International Sustainability Standards Board (ISSB) development of sustainability

reporting standards.

For our full disclosures, please visit the thl sustainability website: thlsustainability.com.

Governance: NZ CS 1 disclosures 7, 8, 9

Refer to Our Global Sustainability Work Programme and Future-Fit Health Check

sections of this report.

The thl Board oversees and is ultimately responsible for group-wide risks, including those

relating to climate change. The Audit & Risk Committee (ARC) and Health, Safety and

Sustainability Committee (HSSC) also have oversight of climate-related risks and

opportunities (CR&O).

The identification and management of CR&Os is integrated throughout all levels of our

business. Our operational-level Regional Risk Networks (RRN – previously Risk Champions

Networks) report up to the Executive-level Risk & Improvement Committee (RIC) reports

up to the ARC, which in turn makes recommendations to the Board. These committees

are responsible for implementing thl’s Enterprise Risk Management (ERM) framework

across our business and escalating key risks up to ARC as required.

Climate-related risks are standing strategic and operational agenda items that are

reported to the ARC and RIC on a bi-monthly / quarterly basis. Members of our Board

regularly consider the integration of climate and sustainability into strategic decision-

making through ARC meetings.

The ARC and HSSC consider CR&O when developing and overseeing the implementation

of business strategy. Each thl business unit develops business plans that must include

elements of our 23 science-based future-fit goals. Our priority goal is ’Products emit no

greenhouse gases’ (GHG), which presents the significant challenge to rapidly decarbonise

our fleet. Our subsidiary, Action Manufacturing, leads our Future Fleet strategy and is

developing new EV campervans for the New Zealand market. The thl Board has approved

ongoing capital expenditure to trial EV and other low carbon vehicle technologies.

The ARC selects and reviews metrics and targets at quarterly meetings. The ARC and

HSSC have oversight over the Future-Fit Business Benchmark qualitative metrics

including an annual health check and score across future-fit goals. ARC meetings focus

on priority goals for thl which include procurement, product harm and product

GHG emissions.

The methodology for identification and assessment of quantitative metrics will be

progressed in FY24 to prepare for mandatory FY24 reporting and full financial disclosures

in FY25. Key performance metrics are not yet incorporated into our remuneration policies

– the status of this will be reviewed in FY24.

Our Chief Responsibility Officer and Responsible Management (RM) Team undertake

climate and carbon reporting associated with thl’s CR&Os. Our RM team works with

stakeholders to undertake the measurement and verification of thl’s GHG emissions and,

through the ERM framework, sees that the CR&Os identified, assessed and mitigated.

CR&Os are managed by thl’s RIC and mitigation will be implemented via our new

regional-specific risk networks. The ARC reviews CR&Os on a quarterly basis.

A key project for FY24 is a review of strategic decision-making processes at the

governance and management level. This review will identify the triggers for influencing

sustainability, including climate resilience when making decisions with regard to supply

chains, business operations, and capital projects.

Strategy: NZ CS 1 disclosures 10 – 16

Refer to Our Climate & Carbon Strategy and Future Fleet sections of this report.

This year we have seen developments in extreme climate-related weather events globally.

thl has experienced the impact of these on our operations and revenue, including the

recent Canadian wildfires and Cyclone Gabrielle which caused damage to the roading

infrastructure. This led to the closure of Waitomo Caves for five days and interrupted

customer demand. thl’s fleet was utilised as emergency mobile housing to contribute to

relief efforts during the Auckland floods and Cyclone Gabrielle.

As with last year, this year’s climate scenario analysis has adopted the scenarios developed

by the Network for Greening the Financial System (NGFS). The global coverage and

integrated assessment of risks at the NGFS make their scenarios relevant and appropriate

Our Climate Disclosures

40

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

to thl’s multinational operations. Additionally, the NGFS scenarios have informed the core
assumptions of the recently released New Zealand Tourism Sector Climate Scenarios.

Further information on our scenarios will be made available at: thlsustainability.com.

Priority risks and opportunities for thl and management actions are described in the

Climate and Carbon Strategy section of this report. Further management actions are

described in the Future Fleet section.

thl is committed to addressing our CR&Os and have identified their anticipated impact

on key areas of our business, see below table.

AreaAnticipated climate-related impacts

RISKS

Business model

Extreme physical risks could close certain attractions or eliminate

tourism in whole regions, thus seasonally impacting thl’s revenue

f rom its tourism business.

Supply chain

The scarcity in low-emissions and cost-effective technology to

decarbonise the fleet could expose thl to higher operating costs

f rom increases in fuel price and loss of revenue f rom changing

customer preferences.

Products and

services

The pace of regulatory change in phasing out ICE vehicles could lead

to stranded assets. thl may find it difficult to on-sell ICE vehicles.

Access to capital

Accessing capital and loans may become more challenging due to

stringent sustainability criteria.

OPPORTUNITIES

Business model

Growth into non-tourism markets will support diversification and

resilience of thl’s business model, e.g., acquiring 100% ownership of

Action Manufacturing in 2022.

Supply chain

Development of new supplier options for electric, plug in hybrid, and

hydrogen fuel cell RVs in the European, UK and US markets.

Products and

services

Expansion into emergency management through partnerships that

support housing for people displaced by extreme weather events.

Access to capital

Enhanced market credentials and international financing options

resulting f rom verified science-based emissions reduction targets.

At thl, we are continuously working to manage, minimise and ultimately eliminate

our GHG. We acknowledge that we are a part of a wider system and aim to work in

partnership with other leading organisations in the industry to help drive the

transition towards a low emissions RV and tourism sector.

Our Future Fleet programme is a core strategic goal of thl, and it aims to address our

greatest sustainability challenge of decarbonising our motorhome fleet. The actions

we take to decarbonise our fleet will determine our resilience in a low-emissions

future economy.

To prepare for mandatory reporting in FY24 and full financial disclosures in FY25, we

have started the process of developing our methodology for identifying and assessing

the financial impact of our CR&Os.

thl used three NGFS climate scenarios: Orderly – Net Zero 2050; Disorderly – Delayed

Transition and Hothouse – Current Policies and assigned a materiality rating of high to

low to each CR&O to meet the XRB’s definition of materiality.

thl considers climate risks and opportunities across three-time horizons shown in the

Climate & Carbon section. These align with business planning, capital allocation and risk

management timeframes.

thl has categorised climate-related risks and opportunities as physical impacts from

climate change and transitional impacts that arise as the economy and people transition

to a lower carbon future.

thl has identified three transition risks, two physical risks and two opportunities

through the Future Fleet Scan report and scenario analysis with stakeholders. Together

these make up thl’s priority CR&Os which could impact thl’s business model. See

thlsustainability.com for more information on how these were rated under the three

NGFS climate scenarios.

We are continuously working to integrate our response to climate change into our

business model and strategy. Refer to ‘We are RV’ for an in-depth description of our Build/

Buy - Rent - Sell model (for RVs). Through our Future Fleet Programme, future-fit goals

and Future Fleet, we have the foundations to prepare a transition plan in FY24.

Risk Management: NZ CS 1 disclosures 17 – 19

Refer to Enterprise Risk Management section of this report.

Metrics, Targets & Assurance of Greenhouse Gas Emissions:

NZ CS 1 disclosures 20 – 26

Refer to Climate & Carbon and Greenhouse Gas inventory (our FY23 Carbon Footprint)

sections of this report.

41

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

Future-Fit
Break-Even

Goals

FY19

Health

Check

FY20

Health

Check

FY21

Health

Check

FY22

Health

Check

FY23

Health

Check FY23 Review Commentary

BE01:

Renewable energy

Renewable energy use has increased, San Francisco branches moved to 100% renewable energy community plan in FY22. Renewable energy

programmes are being investigated in each region. Branch Action Plans have an energy efficiency focus with progress on LED lighting

upgrades, installing timers, sensors and energy efficient equipment. Australia branches reduced energy use by 22%. A Future Fleet Global

Scan of renewables in the grid mix was completed in FY23.

BE02:

Water use

Branch actions underway focusing on water conservation awareness, leak detection, process efficiency in high water use activities, installing

low flow facilities, water tanks and investigating recycled water where appropriate. US branches achieved a >50% reduction in branches over

the last four years. We will reassess our water conservation impacts and practices and review new branch locations for water stress to prioritise

water conservation at these locations.

BE03:

Natural resources

This goal applies to businesses which directly manage natural resources. At thl, we manage natural resources in Waitomo, NZ. Our

environmental management practices at Discover Waitomo meet a high standard, guided by an Environmental Management Plan, with

intensive monitoring oversight provided by the Environmental Management Advisory Group. Through our Kaimahi for Nature community

conservation work we are making a positive impact through restoring our natural environment. We have undertaken an initial assessment of

nature-based risks and opportunities aligned with draft TNFD guidelines.

BE04:

Procurement

PRIORITY GOAL

We progressed Level 2 - Embed of our five-year sustainable procurement f ramework in FY23. A Supplier Code of Conduct was rolled out to

suppliers in each region we operate. Analysis of supplier hotspot assessments were completed for our main supplier categories and a Modern

Slavery assessment of global policies and processes has been completed. A Modern Slavery Roadmap and Statement is in development.

Training and continuous improvement is a focus of the Global Sustainable Procurement Working Group and lead managers.

BE05:

Operational

emissions

At a branch level we do not generate measurable liquid, gas or solid emissions released directly into nature. Emissions created by use of some

chemical products and by potential spills are difficult to measure and not considered material. With expanded manufacturing activities we will

review our operational emissions approach and impact again in FY24.

BE06:

Operational GHGs

Operational emissions had reduced by over 20% in each country prior to the merger and new country and branch carbon impact reports have

been rolled out to track improvements and impacts. Our FY23 footprint will again include emissions for Kiwi Experience coach operations. Post-

merger, our increased manufacturing operations impacts on our operational GHG emissions will be reviewed in FY24 (excludes emissions f rom

use of our products).

BE07:

Operational waste

Operational waste remains a challenge due to the complexity of our vehicles, and branch moves due to the merger have increased waste in FY23.

Branch Action Plans are in place to reduce, reuse, repurpose and recycle in each location, and Action Manufacturing has made significant progress

in repurposing reprocessing and recycling its waste. As activity levels return and manufacturing expands, reducing waste is an ongoing challenge.

Actions include working with suppliers on product stewardship and reducing packaging. Recycling and waste management at a national level will


be a particular focus area for our New Zealand branches in FY24.

BE08:

Operational

Encroachment

on Ecosystems or

Communities

Most branches are now located in areas of low risk of impact on sensitive areas, ecosystems and community health and we have a f ramework

to assess encroachment impacts for new locations. Our most significant location for operational impacts on communities and ecosystems is

Waitomo NZ where we are actively working to restore and enhance ecosystems and cultural sites. We have done an initial assessment of our

nature-based risks and opportunities (NR&O) using the draft TNFD f ramework and in FY24 will review our performance of this goal taking

these NR&O into account.

BE09:

Community health

We are working with partners to protect the health of communities where we operate and where our products impact through the Accelerate

programme. We actively engage in industry responsible travel programmes, are progressing on our Reconciliation Action Plan in Australia and

local community contribution activities f rom our branches.

We are off track and need

to redesign our course

We have gaps and need to

rethink how to address them

We have gaps but know

how to close them

We are on track and can

continue our journey

Our FY23

Future-Fit Health Check

KEY - Health Check assessments show how thl is

performing against the Future-Fit Break-Even Goals

42

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

Future-Fit
Break-Even

Goals

FY19

Health

Check

FY20

Health

Check

FY21

Health

Check

FY22

Health

Check

FY23

Health

Check FY23 Review Commentary

BE10:

Employee health

Health, safety and wellbeing remains a top priority, and we have the systems, resources, capability and culture in place to meet this goal. In

FY23 we have focused on critical health and safety risks and mental health with the trial of Mental Health First Aid training that will be rolled

out to leaders in all sites globally in FY24. We also made improvements to our hazards register.

BE11:

Living wage

We continue to make progress on this goal as a priority to close current gaps. In NZ & the US we continue movements towards a thl Future-

Fit wage. In Australia, Canada and the UK and Ireland we will continue to investigate living wage models that meet Future-Fit criteria in each

region in FY24.

BE12:

Fair employment

terms

As previously assessed, we perform well against the majority of the fitness criteria for this goal in NZ and AU. The US is the focus for this goal

to review and make progress, with key issues relating to variation in employment regulations, such as paid parental leave which impact

fitness progress.

BE13:

Employee

discrimination

As previously assessed, we have the policies, procedures and training in place to achieve this goal. We will continue to review our progress and

implement initiatives focused on diversity and inclusion, including building our cultural capability globally.

BE14:

Employee concerns

We have developed new mechanisms through the Report It Now platform. A Speak Up training and internal campaign was paused to bring

on the rest of the group post-merger. The Policy has been translated and posters are available in English and French for Canada and English

and Spanish for the US, ready to be launched June 2023.

BE15:

Product

communications

Safe and responsible use of our products is a critical priority. All customers receive instructions on safe driving and operating equipment in the

motorhome, along with online manuals and instruction videos. Responsible Travel programmes help customers travel responsibly and address

potential impacts f rom inappropriate use of vehicles.

BE16:

Product concerns

We recognise the significance of this goal due to the complexity of motorhomes and the potential impact for people and the environment

if issues arise. We have robust mechanisms in place for customers to raise concerns and roadside assistance to ensure guests have the

information they need. Our customers and owners have channels to raise concerns, get support and advice and we proactively manage any

issues identified.

BE17:

Product harm

PRIORITY GOAL

We are committed to ensuring our products do not cause harm to people or the environment. The highest potential impacts for communities

and destinations are issues connected to f reedom camping and accidents caused by poor driving / traffic management. We promote

responsible travel and safe driving and traffic management at our branches. Responsible travel programmes help our customers avoid

causing harm when using our products.

BE18:

Product GHGs

PRIORITY GOAL

Reducing the GHG emissions f rom our fleet remains our highest impact and greatest challenge. We are working on this through our Future

Fleet programme and developing a new eRV pilot fleet in NZ. Industry partnerships with OEMs will be key to moving forward. We account for

the customer journey emissions for our rental fleet as a Scope 1 emission and have set a science-aligned absolute reduction target to reduce

emission by 50.4% by FY32 based on FY20 data. Further work on restating our baseline and developing a Scope 3 emissions target for use of

sold products will be a focus in FY24.

BE19:

Products can be

repurposed

This goal is complex as our vehicles include many components and materials, and repurposing inf rastructure varies by region. We are

investigating more circular materials in our design and build work at Action and in Brisbane. The Global Sustainable Procurement Working

Group is scoping product stewardship and repurposing opportunities in each market/country including extended producer responsibility

changes. Data on the impact of our products at end of life is not currently collected but we are reviewing new AI tools to help understand our

whole-of-life impacts.

BE20:

Business ethics

A hotspot assessment of high-risk roles has been completed. We have a Code of Ethics and a Governance and Ethics Committee which

includes the CEO. The Exec team has undertaken Ethics training and a review of the Code of Ethics is under way. All staff complete ethics

training on an annual basis, and this is monitored.

BE21: Right tax

A hotspot assessment of high-risk roles has been completed. We have a Code of Ethics and a Governance and Ethics Committee which

includes the CEO. The Exec team has undertaken Ethics training and a review of the Code of Ethics is under way. All staff complete ethics

training on an annual basis, and this is monitored.

BE22:

Lobbying

& advocacy

We do not directly undertake lobbying activities, but we are active in a number of Tourism and RV Industry Groups. We proactively encourage

the groups we engage with to make sustainability progress to address the key impacts, risks and issues impacting future-fit progress.

BE23:

Financial assets

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

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

43

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

At thl we take an integrated approach to
Enterprise Risk Management (ERM),

managing risks at all levels of the

organisation. We identify and manage our

strategic, operational and regulatory risks

using our ERM Framework – a suite of

policies and tools including our ERM Policy

and our online Risk Register which allows

us to manage all our risks including risks

from, and contributing to, climate change.

Risks and opportunities identified by our

operational Risk Champions are reviewed

and reported up to Risk Owners in the

Risk & Improvement Committee (RIC). RIC

provides Executive-level governance and a

consistent approach to ERM across thl. In

turn, RIC reports key strategic and ‘front

and centre’ operational risks up to the

Audit & Risk Committee (ARC) who provide

Board-level oversight of our ERM. Our

critical risks are detailed below, noting that

climate-related risk is a standing critical

strategic risk reported to the ARC,

with further priority climate risks and

opportunities detailed in the Climate &

Carbon Strategy section of this report

and discussed in the text box below.

FY23 has seen the Responsible

Management team focus on integrating

risks from Apollo businesses which have

a very similar risk profile to risks already

captured under the ERM. We have been

working with the RIC and ARC to identify

risk appetite for critical risk areas and have

delivered control measure projects for

our higher-rated risks. Examples include

reviewing emergency preparedness across

our branches globally and assessing the

risk of modern slavery in our supply chain.

Our ERM framework was externally

assessed and a Risk Culture survey of key

stakeholders undertaken. Results indicated

that thl has a ‘reasonably mature approach

to risk with some variability across the

merged business; it is clear that the tone at

the top and culture is healthy with regard

to engagement around risk in general, with

risk well defined and understood, but there

is a big opportunity to engage front-line

staff more in general business risks and to

improve the ERM system’. A wider internal

Risk Culture survey of the business is to be

undertaken in FY24.

thl’s Climate-related Risks & Opportunities (CR&O)

To understand our CR&O we used two methods to identify and assess scope, size, and

impact: a Climate Scenario Analysis and our first Future Fleet Global Scan, discussed in

this report and on thlsustainability.com.

Our priority CR&O, shown in the Climate & Carbon Strategy section of this report, were

assessed and reviewed through our annual scenario analysis and materiality exercise.

In June 2023, our Executive-level RIC members and other internal stakeholders

attended climate scenario analysis workshops to re-assess and re-prioritise thl’s

priority CR&O and test these against three updated climate scenarios.

Our climate-related risks are managed through the ERM framework, with regular risks

reviews, quarterly RIC and Regional Risk Network meetings and quarterly ARC

meetings. This ensures our climate-related risks are properly managed at governance,

management and operational levels. Opportunities are managed through our

Transformation and Future Fleet workstreams.

In FY24 we will continue to focus on the

effectiveness of our controls and delivery

of control measure projects; development

of risk metrics and improvement of our

ERM system; refining our climate risk and

opportunity management and reporting;

and engaging our crew through themed

risk months focussed on critical risks.

Below are the key short, medium and

long-term strategic risks and ‘front and

centre’ operational risks as agreed and

owned by the RIC.

44

thl INTEGRATED ANNUAL REPORT 2023

Our Enterprise Risk

Management Framework

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

RiskDescriptionImpactRisk ControlsRelevant Capitals
See About this report for

more information

Cyber security

Within our global digital landscape we face numerous

cyber threats that can severely impact operations,

reputation and customer trust. One of the most significant

risks is the potential for a data breach and unauthorised

access to sensitive information.

Financial losses due to regulatory fines, legal settlements

and recovery costs. Loss of customer trust may also result

in reduced revenue.

Business disruption: for business-critical systems

productivity could be affected, along with customer


service and overall business continuity.

Implementation of comprehensive cyber and data policies,

standards, software, and processes outlining how we will

address cyber security risks and protecting our assets in line

with our Written Information Security Programme. Prioritising

cyber risks, undertaking regular risk assessments to identify

assets across our global landscape, and implementing

strategies to mitigate risks. Technology controls have

increased with implementation of firewalls to monitor and

control traffic, endpoint protection, vulnerability scanning

and monitoring and Multi Factor Authorisation deployment

across business-critical systems. Employee training and

awareness programmes tailored to specific business units

to share best practices for data handling procedures and

phishing prevention.


Supply chain

disruption

Supply chain issues (i.e. shipping delays, product shortages,

manufacturing disruptions) contributing to delays and/

or a shortage of vehicles, increased manufacture cost,

potentially causing rental booking cancellations and

delaying retail vehicle deliveries.

Impact on delivery for customers and/or increase in cost of

vehicle buy/build/maintenance impacting profitability.

Potential reputational and revenue impact.

Maintain ongoing relationships and communication with

existing suppliers and potential new suppliers; regular

monitoring, review and production meetings; fleet and

revenue planning; increased raw material stock. Reforecast

revenue quarterly in line with reforecasted manufacturing

assumptions; reschedule vehicle sale plans; and explore

alternative rental / sales product types.


Major market

shocks or

abnormal

macroeconomic

factors

Global or local macroeconomic factors or market

shocks that impact supply or demand in all or some

of the markets we operate in including: pandemic, war,

terrorism, economic recession and geopolitical tensions.

Some markets in which thl operates have already

entered recession with the potential for other markets

to enter recession.

Market shocks can lead to a material reduction and

increased volatility in rental demand, vehicle sales demand

and margins and overall tourism visitor numbers. This in

turn could have a significant impact on profitability and

potentially capital structure.

Active monitoring of global trends and the economic

environment; agility and diversification in business models,

product offerings and across geographies. Development

of domestic tourism and non-tourism markets and non-

RV related manufacturing. Long-term fixed costs and

commitments minimised where appropriate to maintain cost

flexibility; and internal and external monitoring of the forward-

booking trends to detect changes and adapt pricing or fleet

as required. Strong fiscal management of balance sheet

to quickly adjust debt levels. Competitive tension amongst

lenders to minimise borrowing rates.


Long-term

global inflation

Long-term global inflation causes significant detrimental

impact to vehicle sales margins and overall business model,

as seen with OEM pricing, shipping and other supply

chain increases.

A significant reduction in profitability could occur if long

term inflation becomes embedded in the manufacturing

supply chain and these cost rises are not able to be passed

on to vehicle purchasers causing a loss of sales margin and

threatening the overall business model.

Fleet planning consideration given to ROFE impact; regular

meetings and active monitoring of supply chain and

availability; reviewing and adjusting fleet sales scheduling.


Competitor

behaviour -

new or existing

competitors

disrupt market

New or existing competitors entering or expanding in

the market (including manufacturers entering the rentals

space). Peer-to-peer market continuing to grow.

Additional fleet supply and new entrant behaviours alter

market dynamics, putting business model, revenue and

profitability at risk.

Regular fleet and pricing review; price checks; mystery

shoppers; competitor assessments; multi-channel

distribution presence; explore alternative rental / sales

product types. Continued product development based

on current customer need.


Megatrends

in tourism

Market shifts, technology advancements and changing

preference/attitudes can cause shifts in tourism patterns

and demands both in the short and long-term.

Reduction in inbound tourism reduces demand, impacting

profitability and ROFE. External factors increase the cost of

air travel. Potential reputational impact.

Maintain presence in core markets through geographic

spread of thl businesses; develop new markets; continue

to source non-tourism revenue opportunities and to

engage with tourism bodies; monitor economic/external

environment; manage balance sheet ratios, flex fleet; drive

and communicate sustainability progress to meet/anticipate

customer expectations.


45

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

RiskDescriptionImpactRisk ControlsRelevant Capitals
See About this report for

more information

Regulatory

and legal

compliance

Changing governments or political contexts can cause

changes in regulatory and legal requirements in a short

period of time. With thl operating in numerous countries

and several areas of operations (including adventure

tourism/tourism, automotive manufacturing and

transportation), the legislative context is complex.

Potential reputational, legal and financial impacts

e.g., exposure to litigation; revenue loss; and

operational disruption.

Ongoing regular monitoring of upcoming legal policy

and compliance changes; proactive engagement with

legal advisers in each region. thl Future Fleet Global Scan

highlights changing regulation with regard to internal

combustion engine vehicle import cut-off dates and eRV

charging inf rastructure.


Vehicle

technological

and

obsolescence

risks

Our business relies on motorhome manufacturing, rentals

and sales. There are several potential risks associated with

the possible poor selection of future fleet and investment

in new, low-emission vehicle technology alongside the

expected rapid pace of technology change. Evolving

technology and regulatory changes such as internal

combustion engine sales / import cut-off dates may cause

parts for repair to no longer be available and/or entire

vehicles to become obsolescent.

Early adoption of the wrong product leads to lack of

reduction in emissions contributing to climate change;

financial consequences. Obsolescence of existing fleet leads

to impairment of all or some of fleet; operational impacts of

poor decisions, disruption to daily activity.

Continue delivery of the Future Fleet programme including

Future Fleet eRV trials and regular external Future Fleet Global

Scans providing an overview of regulation, low-emissions

technology tipping points, renewable energy inf rastructure

and climate trends.


Health, Safety

& Wellbeing

(HSW)

The safety of our crew and customers remains a critical

priority to thl. The key operational health and safety risks

to our business to proactively manage are on-site traffic

management, working at heights, manufacturing services

and adventure tourism.

Potential for serious injury or loss of life; financial and

reputational consequences; operational disruption; impact

on mental health of those directly and indirectly impacted

by a HSW event.

Regular internal and external site audits and assessments, with

outcomes being captured as part of ongoing risk assessments;

HSW team working within operational business units to

capitalise on global learnings and implement best practices

at a site level; process, procedure and training remains a core

area following the merger; ensuring that our crew have the

right training and equipment to do their roles safely; global

HSW Steering Committee with quarterly meetings. Ongoing

assessment of high risk practices, equipment and products

including assessing latest technology which may enable risk

elimination. Relaunch of H&S management and recording

platform enabling greater risk transparency and management

of incidents.


Labour supply

risk: recruitment

and retention

Globally, recruitment challenges are easing but we remain

in a low unemployment, high wage inflation environment

in all jurisdictions. The challenge continues to prepare

to have the right number of crew with the right skills to

deliver operationally. This is a particular risk in the lead-up

to peak periods.

Lack of skilled labour and sustainable labour force/high

churn impacting operations and customer offering.

Loss of key crew members resulting in loss of knowledge,

skills or reputation that could impair the execution of the

business strategic plan.

Clear strategies to retain our crew through personal

development plans, wellbeing and appropriate remuneration

for each role where possible aligned with our Future-Fit Living

Wage. Regarding talent acquisition, our brand as an employer

of choice has been redefined to reflect the significant

opportunities of our merged businesses; and development

of assets to support effective recruitment is underway.


Extreme

weather events

including from

climate change

Globally, extreme weather events continue to cause

disruption and ongoing impacts to the communities we

operate in and the destinations our customers visit. These

weather events have the potential to impact operations

and inf rastructure (including closing off areas), cause loss

of fleet, and disrupt our customers’ travel plans to tourism

destinations as well as posing a potential safety risk.

Disruption to travel inf rastructure impacting customers,

staff or suppliers, and/or impacting operations.

Disruption to our Discover Waitomo glowworm tours,

cave and karst ecosystem and glowworm population.

Continue to proactively monitor potential significant events

and climate conditions and their possible impact on our

customers, crew and assets; Emergency Response branch

scan completed and BCP updates underway; regular training

and crew awareness/engagement. Telematics enables us to

communicate with our customers, monitor who is in/near

impacted areas and provide advance warning. Initial Taskforce

on Nature-related Financial Disclosures (TNFD) assessment

undertaken with a particular focus on our Discover Waitomo

business. thl Climate Risks & Opportunities have been re-

priortised to reflect our merged, global business and disclosed

in alignment with the Taskforce for Climate-related Financial

Disclosures (TCFD) and XRB Climate Standard NZ CS 1. See

Climate & Carbon Strategy, Enterprise Risk Management and

Health Check sections of this report for more information.


46

thl INTEGRATED ANNUAL REPORT 2023

OUR RESPONSIBLE MANAGEMENT DISCLOSURES

CONTENTS
48Directors’ Statement

49Consolidated Income Statement

50Consolidated Statement of Comprehensive Income

51Consolidated Statement of Changes in Equity

52Consolidated Statement of Financial Position

53Consolidated Statement of Cash Flows

54Notes to the Consolidated Financial Statements

99Independent auditor’s report

105Corporate Governance

122Board of Directors

124Corporate Information

47

thl INTEGRATED ANNUAL REPORT 2023

Directors’
Statement

The Directors of Tourism Holdings Limited (thl) are pleased to

present to shareholders, the Annual Financial Statements for thl

and its controlled entities (together the ‘Group’) for the year ended

30 June 2023.

The Directors are responsible for presenting financial statements

in accordance with New Zealand law and generally accepted

accounting practice, which present fairly, in all material respects,

the financial position of the Group as at 30 June 2023 and the

results of the Group’s operations and cash flows for the year ended

on that date.

The Directors consider the financial statements of the Group have

been prepared using accounting policies which have been

consistently applied and supported by reasonable judgements

and estimates and that all relevant financial reporting and

accounting standards have been followed.

The Directors believe that proper accounting records have been

kept which enable, with reasonable accuracy, the determination of

the financial position of the Group and facilitate compliance of the

financial statements with the Financial Markets Conduct Act 2013.

The Directors consider that they have taken adequate steps to

safeguard the assets of the Group, and to prevent and detect fraud

and other irregularities.

Internal control procedures are also considered to be sufficient to

provide a reasonable assurance as to the integrity and reliability of

the financial statements.

This document constitutes the 2023 Annual Report to

Shareholders of Tourism Holdings Limited.

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

Cathy Quinn ONZM

Chair of the Board

28 August 2023

Rob Hamilton

Chair of the Audit and Risk Committee

OUR FINANCIAL STATEMENTS48

thl INTEGRATED ANNUAL REPORT 2023

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

For the year ended 30 June 2023

Notes

2023

$000’s

2022

$000’s

Sales of services2306,988118,886

Sales of goods

2356,853226,864

Total revenue663,841345,750

Cost of sales

2(257,654)(150,785)

Gross profit406,187194,965

Administration expenses

4, 5(86,926)(51,369)

Operating expenses

4, 5(238,894)(147,473)

Other income

38,48710,760

Operating profit/(loss) before financing costs*88,8546,883

Finance income62917

Finance expenses

6(23,298)(10,736)

Net finance costs(22,669)(10,719)

Share of profit f rom associates8121,105

Profit/(loss) before tax66,997(2,731)

Income tax (expense)/benefit

7(17,139)612

Profit/(loss) for the year49,858(2,119)

Profit/(loss) is attributable to:

Non-controlling interests-(637)

Equity holders of the parent 49,858(1,482)

Profit/(loss) for the year49,858(2,119)

Earnings/(loss) per share from profit/(loss) for the year

attributable to the equity holders of the Company

8

Basic earnings/(loss) per share (in cents)26.4(1.0)

Diluted earnings/(loss) per share (in cents)26.1(1.0)

* The consolidated income statement includes one non-GAAP measure (that is, operating profit/(loss) before financing costs

or “EBIT”) which is not a defined term in New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS).

The Directors and management believe that this non-GAAP financial measure provides useful information to assist readers

in understanding the Group’s financial performance. This measure should not be viewed in isolation and is intended to

supplement the NZ GAAP measures and therefore may not be comparable to similarly titled amounts reported by other

companies. This measure has not been subject to a separate audit or review.

OUR FINANCIAL STATEMENTS49

thl INTEGRATED ANNUAL REPORT 2023

Consolidated statement of comprehensive income
The accompanying notes form part of, and should be read in conjunction with, these financial statements.

For the year ended 30 June 2023

Notes

2023

$000’s

2022

$000’s

Profit/(loss) for the year49,858(2,119)

Other comprehensive income/(losses)

Items that may be reclassified subsequently to

profit or loss

Foreign currency translation reserve movement (net of tax)

222,23314,952

Equity investment reserve movement (net of tax)

221,638(954)

Cash flow hedge reserve movement (net of tax)

221,6973,938

Other comprehensive income for the year net of tax5,56817,936

Total comprehensive income for the year55,42615,817

Total comprehensive income for the year is

attributable to:

Equity holders of the Company55,42616,454

Non-controlling interests-(637)

Total comprehensive income for the year55,42615,817

OUR FINANCIAL STATEMENTS50

thl INTEGRATED ANNUAL REPORT 2023

Consolidated statement of changes in equity
For the year ended 30 June 2023For the year ended 30 June 2022

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

Notes

Share

capital

$000’s

Retained

earnings

$000’s

Cash flow

hedge

reserve

$000’s

Other

reserves

$000’s

Total

equity

$000’s

Opening balance as at

1 July 2022278,98337,70032114,664331,668

Profit for the year-49,858--49,858

Other comprehensive income

Cash flow hedge reserve

movement (net of tax)--1,697-1,697

Equity investment reserve

movement (net of tax)

22---1,6381,638

Foreign currency translation

reserve movement (net of tax)

22---2,2332,233

Total comprehensive income

for the year-49,8581,6973,87155,426

Transactions with owners

Ordinary shares issued as part

consideration for 51% acquisition

of Just go

178,031---8,031

Ordinary shares issued for the

acquisition of Apollo

18, 21212,889---212,889

Issue of ordinary shares

(net of issue costs)

21779---779

Shares issued to employees

21, 222,325291-(2,616)-

Cost during the period for

employee share scheme

22---2,1622,162

Total transactions with owners224,024291-(454)223,861

Closing balance as at

30 June 2023503,00787,8492,01818,081610,955

Notes

Share

capital

$000’s

Retained

earnings

$000’s

Cash flow

hedge

reserve

$000’s

Other

reserves

$000’s

Non-

controlling

interests

$000’s

Total

equity

$000’s

Opening balance as at

1 July 2021277,79242,313(3,617)(1,030)(2,859)312,599

Loss for the year-(1,482)--(637)(2,119)

Other comprehensive income

Cash flow hedge reserve

movement (net of tax)--3,938--3,938

Equity investment reserve

movement (net of tax)

22---(954)-(954)

Foreign currency translation

reserve movement (net of tax)

22---14,952-14,952

Total comprehensive income/

(loss) for the year-(1,482)3,93813,998(637)15,817

Transactions with owners

Issue of ordinary shares

(net of issue costs)

21197----197

Acquisition of non-

controlling interests-(3,496)--3,496-

Shares issued

to employees

21, 22994365-(1,207)-152

Cost during the period for

employee share scheme

22---2,903-2,903

Total transactions with owners1,191(3,131)-1,6963,4963,252

Closing balance as at

30 June 2022278,98337,70032114,664-331,668

OUR FINANCIAL STATEMENTS51

thl INTEGRATED ANNUAL REPORT 2023

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

As at 30 June 2023

Notes

2023

$000’s

2022

$000’s

Assets

Non-current assets

Property, plant and equipment

11659,291311,831

Intangible assets

16190,31555,407

Investment

2023,1935,630

Derivative financial instruments

292,422453

Investment in associates -5,966

Right-of-use assets

12145,01070,766

Total non-current assets1,020,231450,053

Current assets

Cash and cash equivalents76,79438,816

Trade and other receivables

2464,183 33,082

Inventories

15181,92867,290

Assets classified as held for sale-333

Current tax receivables136,254

Derivative financial instruments

29421-

Total current assets323,339145,775

Total assets1,343,570595,828

Equity

Share capital

21503,007278,983

Retained earnings87,84937,700

Cash flow hedge reserve

222,018321

Other reserves

2218,08114,664

Total equity610,955331,668

Notes

2023

$000’s

2022

$000’s

Liabilities

Non-current liabilities

Interest bearing loans and borrowings

23250,71597,298

Derivative financial instruments

29-45

Deferred income tax liability

3436,98716,077

Lease liabilities

12139,22672,721

Total non-current liabilities426,928186,141

Current liabilities

Interest bearing loans and borrowings

23111,225-

Trade and other payables

2562,03331,913

Revenue in advance

2675,98026,046

Employee benefits19,3489,041

Provisions3,495618

Derivative financial instruments

29-15

Current tax liabilities12,903-

Lease liabilities

1220,7039,898

Liabilities classified as held for sale-488

Total current liabilities305,68778,019

Total liabilities732,615264,160

Total equity and liabilities1,343,570595,828

For and on behalf of the Board who authorised the issue of the consolidated financial

statements on 28 August 2023.

C Quinn ONZM R D Hamilton

Chair of the Board Chair of the Audit and Risk Committee

28 August 2023 28 August 2023

OUR FINANCIAL STATEMENTS52

thl INTEGRATED ANNUAL REPORT 2023

Consolidated statement of cash flows
The accompanying notes form part of, and should be read in conjunction with, these financial statements.

For the year ended 30 June 2023

Notes

2023

$000’s

2022

$000’s

Cash flows from operating activities

Receipts f rom customers316,907128,337

Proceeds f rom sale of goods352,441227,289

Proceeds f rom insurance recoveries -133

Interest received53117

Dividend received-807

Payments to suppliers and employees (400,085)(199,077)

Purchase of rental assets(312,082)(164,465)

Interest paid(23,542)(10,471)

Taxation (paid)/received4,403(4,189)

Net cash flows used in operating activities

33(61,427)(21,619)

Cash flows from investing activities

Proceeds f rom sale of property, plant and equipment58,619175

Purchase of property, plant and equipment(7,014)(2,930)

Sale proceeds f rom Togo class B shares-23,145

Purchase of intangibles(5,107)(4,606)

Advance to joint venture(172)-

Net cash received as part of Apollo merger50,602-

Net cash received as part of the step acquisition

of Just go 4,374-

Net cash flows from investing activities101,30215,784

Cash flows from financing activities

Payment for lease liability principal

12(21,938)(9,611)

Proceeds f rom borrowings

23417,74189,057

Repayments of borrowings

23(400,873)(76,158)

Proceeds f rom share issue

21975193

Net cash flows (used in)/from financing activities(4,095)3,481

Net increase/(decrease) in cash and

cash equivalents35,780(2,354)

Opening cash and cash equivalents38,81638,087

Exchange gains/(losses) on cash and cash equivalents2,1983,083

Closing cash and cash equivalents76,79438,816

OUR FINANCIAL STATEMENTS53

thl INTEGRATED ANNUAL REPORT 2023

Index
About this report

Section A - Financial Performance56

1Segment note56

2Revenue59

3Other income, net 61

4Profit/(loss) before tax includes the following specific

expenses61

5Employee benefits expense62

6Finance expenses62

7Income tax62

8Earnings per share63

9Dividends64

10Imputation and f ranking credits 64

Section B - Assets used to generate profit64

11Property, plant and equipment65

12Leases67

13Capital commitments68

14Operating leases68

15Inventories69

16Intangible assets69

Section C - Investments73

17Acquisition of 51% of Just go Motorhomes 74

18Acquisition of Apollo Tourism & Leisure Ltd75

19Subsidiaries77

20Investment77

Section D - Managing funding78

21Share capital78

22Other reserves78

23Interest bearing loans and borrowings79

24Trade and other receivables82

25Trade and other payables82

26Revenue in advance83

27Financial instruments83

Section E - Managing risk85

28Financial risk management85

29Derivative financial instruments89

30Fair value measurement89

Section F - Other90

31Related party transactions90

32Share-based payments92

33Reconciliation of net profit/(loss) after tax with cash

flows f rom operating activities96

34Deferred income tax98

35Changes in accounting policies and disclosures98

36Contingencies98

37Events after the reporting period98

Notes to the consolidated

financial statements

OUR FINANCIAL STATEMENTS54

thl INTEGRATED ANNUAL REPORT 2023

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

Basis of preparation

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

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

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

tourism related activities. The Parent is domiciled in New Zealand. The registered office

is Level 1, 83 Beach Road, Auckland 1010, New Zealand. Tourism Holdings Limited is a

company registered under the Companies Act 1993 and is an FMC reporting entity under

Part 7 of the Financial Markets Conduct Act 2013.

The consolidated financial statements (financial statements) of the Group have

been prepared:

• in accordance with Generally Accepted Accounting Practice (GAAP), and comply with

New Zealand. Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS), as applicable for a “for profit” entity;

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

2013 and the NZX Main Board Listing Rules;

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

and liabilities as identified in specific accounting policies; and

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

otherwise stated.

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

Throughout this document, accounting policies and critical accounting estimates

are identified using the following key:

Key:

= Accounting policy

= Critical accounting estimate

Significant changes in the Group during the year

On 30 November 2022, the merger between thl and Apollo Tourism & Leisure Ltd (ATL/

Apollo) completed with the implementation of the scheme of arrangement. As a result of

the acquisition there are considerable balance sheet movements between 30 June 2023

and 30 June 2022 in particular, property, plant and equipment, intangible assets, right-of-

use assets, financial asset, inventories, lease liabilities, cash and borrowings. Refer to

note 18 for further details. The income statement for the current financial year includes

seven months of Apollo operating activity from December 2022 onwards, which does not

allow for comparability to the prior financial year.

In addition, thl commenced trading on the Australian Securities Exchange (ASX) on

2 December 2022 under the name Tourism Holdings Rentals Limited and ASX ticker

code “thl”.

Summary of significant accounting policies

a) Consolidation

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

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

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

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

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

control ceases.

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

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

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

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

Group. Information on the Group’s subsidiaries can be found in note 19.

b) Foreign currency translation

Functional and presentation currency

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

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

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

dollars, rounded to the nearest thousand, which is the Company’s functional and

presentation currency.

Translation into presentation currency

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

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

different from the presentation currency are translated into the presentation currency

as follows:

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

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

(ii) income and expenses for each income statement are translated at the average

monthly exchange rates; and

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

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

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

OUR FINANCIAL STATEMENTS55

thl INTEGRATED ANNUAL REPORT 2023

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

Foreign currency transactions are translated into the functional currency using the

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

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

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

currencies are recognised in the income statement, except when deferred in equity

as qualifying cash flow hedges.

At the end of each reporting period:

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

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

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

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

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


Section A – Financial performance

In this section

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

about individual items in the income statement, including segmental information,

certain expenses and dividend distribution information.

1. Segment note

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

of the following business operations:

• New Zealand Rentals - rental of motorhomes and the sale of new and ex-rental fleet

direct to the public and through a dealer network;

• Action Manufacturing - manufacturing and the sale of motorhomes and other

speciality vehicles;

• Tourism Group - Kiwi Experience and the Discover Waitomo Caves Group experiences;

• Australia - rental of motorhomes and 4WD vehicles, manufacture of RVs, the sale

of new and used RVs and ex-rental fleet direct to the public and through a dealer

network and Australian Group Support Services;

• United States Rentals - rental of motorhomes and the sale of new and ex-rental

fleet directly to the public and through a dealer network;

• Canadian Rentals - rental of motorhomes and the sale of new and ex-rental fleet

directly to the public and through a dealer network;

• UK/Europe Rentals - rental of motorhomes and the sale of new and ex-rental fleet

directly to the public and through a dealer network;

• Other - includes Group Support Services in New Zealand, Group elimination entries

and thl digital (the prior period included Just go, with the remaining 51% acquired in

October 2022 and is now included under the UK/Europe segment above).

OUR FINANCIAL STATEMENTS56

thl INTEGRATED ANNUAL REPORT 2023

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

2023

New Zealand

Rentals

$000’s

Action

Manu-

facturing

$000’s

Tourism

Group

$000’s

Australia

$000’s

United

States

Rentals

$000’s

Canadian

Rentals

$000’s

UK/Europe

Rentals

$000’s

Other

$000’s

Total

$000’s

Sales of services 77,029 - 25,069 106,414 78,656 12,066 6,614 1,140 306,988

Sales of goods - external 47,204 47,007 - 132,332 97,741 22,372 10,052 145 356,853

Sales of goods - inter-segment - 71,497 - - - - - (71,497) -

Total revenue 124,233 118,504 25,069 238,746 176,397 34,438 16,666 (70,212) 663,841

Depreciation (13,144) (3,394) (1,470) (22,251) (21,176)(2,959) (2,366) (371) (67,131)

Amortisation (155) (32) (621) (459) (117)(73) - (1,018) (2,475)

Other costs - external (78,806) (39,572) (16,686) (179,996) (141,635)(30,822) (16,157) (1,707) (505,381)

Other costs - inter-segment - (67,208) - - - - - 67,208 -

Operating profit/(loss) before interest and tax 32,128 8,298 6,292 36,040 13,469 584 (1,857) (6,100) 88,854

Interest income - 60 - 408 123 106 (45) (23) 629

Interest expense (682) (752) (61) (6,285) (5,758) (4,346) (1,222) (4,192) (23,298)

Share of profit f rom joint ventures and associates - - - - - - 812 - 812

Profit/(loss) before tax 31,446 7,606 6,231 30,163 7,834 (3,656) (2,312) (10,315) 66,997

Taxation (9,260) (2,130) (1,856) (4,682) (2,042) 1,810 345 676 (17,139)

Profit/(loss) after tax 22,186 5,476 4,375 25,481 5,792 (1,846) (1,967) (9,639) 49,858

Capital expenditure 67,043 4,038 454 62,725 125,315 49,438 17,587 742 327,342

Non-current assets 131,715 26,903 15,659 231,770 267,109 195,430 61,292 90,3531,020,231

Total assets 163,421 80,750 17,538 379,056 305,853 209,668 76,430 110,854 1,343,570

Net funds employed 116,077 43,427 10,300 230,282 217,012 126,647 51,932 100,424 896,101

‘Other’ total assets includes provisional goodwill of $102.1 million from the Apollo acquisition not yet allocated to cash generating units.

OUR FINANCIAL STATEMENTS57

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
2022

New

Zealand

Rentals

$000’s

Action

Manu-

facturing

$000’s

Tourism

Group

$000’s

Australia

$000’s

United

States

Rentals

$000’s

Other

$000’s

Total

$000’s

Sales of services18,356-3,17841,99753,6471,708118,886

Sales of goods -

external73,92526,045-35,91690,89682226,864

Sales of goods - inter-

segment-41,633---(41,633)-

Total revenue92,28167,6783,17877,913144,543(39,843)345,750

Depreciation(12,305)(2,445)(1,489)(13,307)(14,627)(533)(44,706)

Asset impairment-----(678)(678)

Amortisation(14)(4)(705)(27)(111)(989)(1,850)

Other costs - external(88,941)(21,589)(5,225)(58,016)(117,074)(788)(291,633)

Other costs - inter-

segment-(38,730)---38,730-

Operating profit/

(loss) before interest

and tax(8,979)4,910(4,241)6,56312,731(4,101)6,883

Interest income-2-221117

Interest expense(564)(283)(62)(1,683)(3,933)(4,211)(10,736)

Share of profit f rom

joint venture and

associate-----1,1051,105

Profit/(loss)

before tax(9,543)4,629(4,303)4,8828,800(7,196)(2,731)

Taxation2,622(2)352(1,378)(2,649)1,667612

Profit/(loss) after tax(6,921)4,627(3,951)3,5046,151(5,529)(2,119)

Capital expenditure12,4992,32229343,164112,818131171,227

Non-current assets69,51713,62917,198102,150224,23123,328450,053

Total assets96,88545,24818,095133,370279,03423,196595,828

Net funds employed70,99129,67714,80866,067174,02734,580390,150

1. Segment note (continued)

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

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

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

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

Board), who make strategic decisions.

Operating profit/(loss) before interest and tax is the main financial measure used by

the CODM to review the Group’s performance.

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

income statement. Segment assets and liabilities are measured in the same way as in

the financial statements. These assets and liabilities are allocated based on the operations

of the segment, and the physical location for assets.

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

right-of-use assets, inventories, receivables and operating cash. The investments and

derivatives designated as hedges of borrowings are allocated to “Other segment’. Net

funds employed is a non-GAAP measure that is not defined in NZ IFRS (this measure has

not been subject to a separate audit or review).

The Board and management believe that non-GAAP financial measures provide useful

information to assist readers in understanding the Group’s financial performance. These

measures should not be viewed in isolation and are intended to supplement the NZ GAAP

measures and therefore may not be comparable to similarly titled amounts reported

by other companies.

2023

$000’s

2022

$000’s

Reconciliation of the Group’s net funds employed

(non-GAAP measure)

Total assets1,343,570 595,828

Less: Cash and cash equivalents(76,794) (38,816)

Less: Total liabilities(732,615) (264,160)

Add: Interest bearing loans and borrowings361,940 97,298

Net funds employed896,101 390,150

OUR FINANCIAL STATEMENTS58

thl INTEGRATED ANNUAL REPORT 2023

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

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

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

of time.

(i) Sales of services

Sales of services comprises rental income and service revenue.

Rental income

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

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

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

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

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

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

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

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

financial position.

Service revenue

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

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

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

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

consumes the benefits provided by the Group’s performance.

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

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

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

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

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

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

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

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

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

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

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

Group’s sale of services arrangements.

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

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

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

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

(ii) Sales of goods

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

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

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

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

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

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

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

obtain or fulfil the contract.

OUR FINANCIAL STATEMENTS59

thl INTEGRATED ANNUAL REPORT 2023

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

Sales of services

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

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

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

app subscriptions income (thl digital).

2023

$000’s

2022

$000’s

Rental revenue232,85396,701

Service revenue74,13522,185

Total sales of services306,988118,886

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

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

2023

$000’s

2022

$000’s

Within one year27,1047,116

Within one to two years263

Total27,1307,119

Sales of goods

• Sales of goods includes revenue from the sale of RVs, other specialty vehicles and

other merchandise.

• Cost of goods includes the net book value of ex-rental fleet sold and the purchase

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

2023

$000’s

2022

$000’s

Sales of goods356,853226,864

Cost of sales(257,654)(150,785)

Gross profit99,19976,079

OUR FINANCIAL STATEMENTS60

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
3. Other income, net

2023

$000’s

2022

$000’s

Gain on previously held equity instrument *3,510-

Fair value movements on financial assets recognised at fair

value through profit or loss1,638282

Gain on sale of mighway and SHAREaCAMPER-5,381

Gain on loan forgiveness-2,267

Gain on sale of Togo Class B preference share-1,326

Other income3,3391,504

Other income8,48710,760

* $3.5 million relates to the Group’s revaluation of its previously held 49% shareholding in Just go (refer to note 17).

4. Profit/(loss) before tax includes the following specific expenses

Notes

2023

$000’s

2022

$000’s

Transaction costs

(1)

5,7605,108

Depreciation

11, 1267,13144,706

Goodwill impairment

16-678

Amortisation of intangible assets

162,4751,850

Rental and operating lease costs3,6141,558

Raw materials and consumables3,0991,178

Repairs and maintenance including damage repairs32,25921,333

Net foreign exchange (gain)/loss(812)(174)

(1) Transaction costs in relation to the Apollo merger of $5.8 million have been incurred to 30 June 2023 and expensed

through the income statement (2022: $5.1 million).

Fees paid to auditors

PricewaterhouseCoopers New Zealand

Audit and review of financial statements

i

1,093685

Other - audit related -16

Agreed upon procedures

ii

329

Fees paid 1,125710

BDO Audit Pty Ltd and network firms

iii

Audit and review of financial statements454-

Other – tax compliance 5-

Agreed upon procedures 44-

Fees paid 503-

Hillier Hopkins LLP

iv

Audit and review of financial statements38-

Total fees paid1,666710

Notes on fees paid to auditor:

i. The fee includes fees for the annual audit of the consolidated financial statements and review of the interim financial

statements of thl.

ii. Agreed upon procedures in 2023 are in relation to financial information of Tourism Holdings USA, Inc. for the purpose of

reporting to one of the Group’s financiers and the compliance with banking covenants. Agreed upon procedures in 2022

are in relation to the interim financial statements.

iii. The fees incurred for BDO Audit Pty Ltd and its network firms are for the audit and review of the Group’s Apollo

controlled entities in Australia, New Zealand and Canada. Agreed upon procedures in 2023 are in relation to the

acquisition opening balance review of the Apollo values at 30 November 2022.

iv. The fees incurred for Hillier Hopkins LLP are for the audit and review of the Group’s controlled entities in UK/Europe.

OUR FINANCIAL STATEMENTS61

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
5. Employee benefits expense

Employee entitlements to salaries and wages and annual leave to be settled within

12 months of the reporting date represent present obligations resulting from

employees’ services provided up to the reporting date. These are calculated at

undiscounted amounts based on remuneration rates that the Group expects to pay.

2023

$000’s

2022

$000’s

Wages and salaries*120,10966,361

Share-based payment costs1,2263,038

Other employee benefits4,1232,289

Total employee remuneration125,45871,688

* In the current year, training subsidies of $0.8 million was received from the Australian Government for engaging staff who

enrol and complete an apprenticeship. The prior year includes net benefits of $3.8 million received and passed onto

employees in relation to NZ COVID-19 Wage Subsidy, Resurgence Support and Leave Support Scheme. Subsidies received

are netted off against wages and salaries.

6. Finance expenses

2023

$000’s

2022

$000’s

Interest on bank borrowings16,9497,055

Interest on lease liabilities (finance leases)6,3493,681

Total finance expenses23,29810,736

7. Income tax

The Group is subject to income taxes in multiple jurisdictions. Significant

judgement is required in determining the worldwide provision for income taxes.

There are many transactions and calculations for which the ultimate tax

determination is uncertain during the ordinary course of business. The Group

recognises liabilities for anticipated tax audit issues based on estimates of whether

additional taxes will be due. Where the final tax outcome of these matters is

different from the amounts that were initially recorded, such differences will

impact the income tax and deferred tax provisions in the period in which such

determination is made.

Current and deferred income tax

Income tax expenses comprises current tax and deferred tax.

Current tax is the amount of income tax payable based on the taxable profit for the

current year, plus any adjustments to income tax payable in respect of prior years.

Current tax is calculated using rates that have been enacted or substantially

enacted by balance date.

Deferred tax is the amount of income tax payable or recoverable in future periods

in respect of temporary differences and unused tax losses. Temporary differences

are differences between the carrying amount of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of

taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary

differences. Deferred tax assets are recognised to the extent that it is probable

that taxable profits will be available, against which the deductible temporary

differences or tax losses can be utilised.

Deferred tax is not recognised if the temporary difference arises from the initial

recognition of goodwill or from the initial recognition of an asset and liability in a

transaction that is not a business combination and, at the time of the transaction,

affects neither accounting profit nor taxable profit.

Deferred tax is recognised on taxable temporary differences arising on

investments in subsidiaries and associates, except where the company can control

the reversal of the temporary difference and it is probable that the temporary

difference will not be reversed in the foreseeable future.

OUR FINANCIAL STATEMENTS62

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
8. Earnings per share

20232022

Profit/(loss) attributable to the equity holders of the Parent

($000’s)49,858(1,482)

Weighted average number of ordinary shares on issue (000’s)189,009151,989

Basic earnings/(loss) per share (in cents)26.4(1.0)

Diluted

Diluted earnings(loss) per share is calculated by adjusting the weighted average number

of ordinary shares outstanding to assume conversion of all dilutive potential ordinary

shares arising from the employee share scheme (refer to note 32).

20232022

Weighted average number of ordinary shares on issue (000’s)189,009151,989

Dilutive redeemable shares and options if exercised (000’s)1,808753

Total shares (000’s)190,817152,742

Diluted earnings/(loss) per share (in cents)26.1(1.0)

7. Income tax (continued)

Deferred tax is calculated at the tax rates that are expected to apply in the period

when the liability is settled or the asset is realised, using tax rates that have been

enacted or substantially enacted by balance date.

Current tax and deferred tax are charged or credited to the income statement,

except when it relates to items charged or credited directly to equity, in which case

the tax is classified within equity.

Notes

2023

$000’s

2022

$000’s

Current tax15,182(4,885)

Deferred tax

341,9574,273

Income tax expense/(benefit)17,139(612)

The Group shall offset current tax assets and current tax liabilities if, and only if, the Group

has a legal enforceable right to set off the recognised amounts, and intends either to

settle on a net basis, or to realise the asset and settle the liability simultaneously.

The tax on the profit/(loss) before tax differs from the theoretical amount that would arise

using the weighted average tax rate applicable to profits of the consolidated companies

as follows:

2023

$000’s

2022

$000’s

Profit/(loss) before tax66,997(2,731)

Tax calculated at domestic rates applicable to

(losses)/profits in the respective countries18,947(680)

Prior year adjustment(775)(876)

Non-assessable income

(1)

(2,454)(3,810)

Expenses not deductible for tax purposes1,6555,264

Recognised deferred tax - Employee share scheme(234)(396)

Adjustment for US tax losses carried back

(2)

-(114)

Income tax expense/(benefit)17,139(612)

1

The non-assessable income includes income from the Group’s equity investment in Just go to 30 September 2022 and fair

value gain from acquiring the remaining 51% shareholding in Just go (note 17).

2

The adjustments for US tax losses carried back has been fully utilised in the current and prior years.

The weighted average effective tax rate was 26% (2022: 22%).

OUR FINANCIAL STATEMENTS63

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
9. Dividends

There were no dividends paid for the years ended 30 June 2023 and 2022.

Dividend distributions to the Company’s shareholders are recognised as a liability

in the Group’s financial statements in the period in which the dividends are

approved by the Board (refer note 37 for further details).

10. Imputation and f ranking credits

2023

$000’s

2022

$000’s

Imputation credits available for use

in subsequent reporting periods

Imputation credit account (New Zealand)14,6824,463

Franking credit account (Australia) (A$)7,903-

The above amounts represent the balance of the imputation and franking credit account

as at the year-end adjusted for:

• Imputation credits that will arise from the payment of the amount of the provision for

income tax;

• Imputation debits that will arise from the payment of dividends recognised as a liability

at the reporting date; and

• Imputation credits that will arise from the receipt of dividends recognised as

receivables at the reporting date.

Section B - Assets used to generate profit

In this section

This section describes the assets thl uses in the business to generate profit, including:

• Property, plant and equipment

The most significant component is the motorhome fleet. Premises, in general, are

leased, however significant buildings are the Waitomo Caves Visitor Centre and the

Waitomo Caves Homestead.

• Leased assets

The most significant leased assets relate to premises in New Zealand, Australia,

Canada, United Kingdom and the United States.

• Inventory

The most significant inventory items are vehicles held for sale including ex-rental

motorhome fleet assets and new or trade-in motorhomes, campervans, and caravans.

Other inventory items include spare parts, living equipment used inside rental

motorhomes, and retail shop stock.

• Intangible assets

Intangible assets include:

– goodwill arising from the purchase of the Road Bear RV, El Monte RV, Just go

Motorhomes and Apollo businesses;

– the cost of the Waitomo Caves leases;

– software;

– supplier relationships;

– brands; and

– trademarks, leases and licenses.


OUR FINANCIAL STATEMENTS64

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
11. Property, plant and equipment

Property, plant and equipment is made up of the following assets:

• Motorhomes - this comprises the rental fleet of the New Zealand, Australian, Canadian,

United States and UK/Europe rentals businesses. Motorhomes that are held for sale

are reclassified from property, plant and equipment to inventory (as shown in the

table below);

• Motor vehicles - this comprises vehicles owned by the business, including shuttles

and company cars;

• Land and buildings - this comprises owned land and buildings in Waitomo;

• Other plant and equipment - this comprises office equipment, furniture, and other

plant used to operate the business; and

• Capital work in progress - this represents capital purchases and projects that are not

yet in service. The most significant work in progress relates to the motorhome fleet

built for the next season.

Land and buildings are shown at historical cost, less subsequent accumulated

depreciation for buildings. Land is not depreciated. All other property, plant and

equipment are stated at historical cost less accumulated depreciation. Historical

cost includes expenditure that is directly attributable to the acquisition of

the items.

Subsequent costs are included in the asset’s carrying amount or recognised as

a separate asset, as appropriate, only when it is probable that future economic

benefits associated with the item will flow to the Group and the cost of the item

can be measured reliably. All other repairs and maintenance are charged to the

income statement during the period in which they are incurred.

The Group estimates the residual values of the fleet in order to depreciate

motorhome assets using the straight-line method. This estimate of the useful life

and the residual value of the vehicle is based on when it is expected to be taken

out of the rental fleet. The residual value is influenced by its condition, the mileage

on the motorhome and the consumer demand within the relevant resale market.

The Group also considers the market conditions and the impact any changes could

have on the estimates as part of the overall fleet management programme. The

Group completes an annual review of the appropriateness of the residual values

and useful lives that have been used by reviewing the gains/losses made on

recent sales and forecasts of similar motorhomes. The estimated useful lives of

motorhomes on the rental fleet are 1 - 7 years. The annual depreciation rates as a

percentage of the original costs of between 2% and 15% for the life of motorhomes.

If the depreciation rate increases/(decreases) by 1% for motorhomes, the

depreciation expense will increase/(decrease) by approximately $5.0 million

for the year (2022: $3.0 million).

Depreciation on other assets is calculated using the straight-line method to

allocate their cost amounts to their residual values over their estimated useful lives

as follows:

Buildings 8 - 50 years

Leasehold improvements term of the lease

Motor vehicles (non-fleet) 3 - 14 years

Other plant & equipment 2 - 40 years

The assets’ useful lives are reviewed, and adjusted if appropriate, at each balance

date. An asset’s carrying amount is written down immediately to its recoverable

amount if the asset’s carrying amount is greater than its estimated

recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the

carrying amount. These are included in the income statement.

OUR FINANCIAL STATEMENTS65

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
Motorhomes

$000’s

Motor

vehicles

$000’s

Land and

buildings

$000’s

Other

plant and

equipment

$000’s

Capital

work in

progress

$000’s

Total

$000’s

Year ended 30 June 2023

At 1 July 2022301,52076411,1066,97120,848341,209

Additions and transfers f rom

work in progress (net)299,9196201,461 4,933 20,409 327,342

Disposals(3,391)(86)(58)(99)(3,986)(7,620)

Reclassification of

motorhomes to inventories(119,751)----(119,751)

Additions f rom business

combinations 165,460 652,2438,294- 176,062

Transfer f rom right-of-use

assets* 12,245 - - - - 12,245

Exchange differences12,5357408185-13,135

Depreciation charges(44,821)(248)(1,851)(2,947)-(49,867)

Closing net book amount623,7161,12213,30917,33737,271692,755

As at 30 June 2023

Cost727,9743,05633,89658,85237,271861,049

Accumulated depreciation(104,258)(1,934)(20,587)(41,515)-(168,294)

Net book amount623,7161,12213,30917,33737,271692,755

Less reclassification of

motorhomes to inventories

at balance date

Cost51,165----51,165

Accumulated depreciation(17,701)----(17,701)

Net book amount reclassified33,464----33,464

Closing net book amount

post reclassification590,2521,12213,30917,33737,271659,291

* This transfer relates to Apollo vehicles purchased under a hire purchase agreement, previously accounted for under NZ

IFRS 16 and recognised as a right-of-use asset.

Motorhomes

$000’s

Motor

vehicles

$000’s

Land and

buildings

$000’s

Other

plant and

equipment

$000’s

Capital

work in

progress

$000’s

Total

$000’s

Year ended 30 June 2022

At 1 July 2021274,05286512,3937,10314,619309,032

Additions and transfers f rom

work in progress (net)161,3801573531,9436,734170,567

Disposals(2,489)(49)(72)(274)(283)(3,167)

Reclassification of

motorhomes to inventories(118,374)----(118,374)

Additions f rom business

combinations (223)---(222)(445)

Exchange differences18,102914975-18,335

Depreciation charges(30,928)(218)(1,717)(1,876)-(34,739)

Closing net book amount301,52076411,1066,97120,848341,209

As at 30 June 2022

Cost369,5562,39728,98331,57120,848453,355

Accumulated depreciation(68,036)(1,633)(17,877)(24,600)-(112,146)

Net book amount301,52076411,1066,97120,848341,209

Less reclassification of

motorhomes to inventories at

balance date

Cost43,390----43,390

Accumulated depreciation(14,012)----(14,012)

Net book amount reclassified29,378----29,378

Closing net book amount

post reclassification272,14276411,1066,97120,848311,831

11. Property, plant and equipment (continued)

OUR FINANCIAL STATEMENTS66

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
12. Leases

The Group’s leasing activities

The Group predominantly leases its premises in New Zealand, Australia, Canada, United

Kingdom and the United States under operating lease agreements. Lease agreements

may contain both lease and non-lease components. The Group allocates the consideration

in the agreement to the lease and non-lease components based on their relative stand-

alone prices. However, for leases of real estate for which the Group is a lessee, the Group

has elected not to separate lease and non-lease components and instead accounts for

these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different

terms, escalation clauses and renewal rights. The lease agreements do not impose any

covenants other than the security interests in the leased assets that are held by the lessor.

Leased assets may not be used as security for borrowing purposes.

Lease liabilities have been measured at the present value of the lease payments,

discounted using a discount rate derived from the incremental borrowing rate for each

relevant jurisdiction when the interest rate implicit in the lease was not readily available.

Incremental borrowing rates applied to lease liabilities range between 2.5% - 9.1% (2022:

3.9% - 6.5%). The Group is exposed to potential future increases in variable lease payments

based on the change of an index or rate, which are not included in the lease liability until

they take effect. When adjustments to lease payments based on an index or rate take

effect, the lease liability is reassessed and adjusted against the right-of-use asset.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date less any lease

incentives received

• any initial direct costs, and

• restoration costs.

The right-of-use asset is depreciated over the shorter of the asset’s useful life and the

expected lease term on a straight-line basis. The Board considered whether there were

any indicators of impairment of the Group’s right-of-use assets by assessing any potential

impact of onerous leases to the recognised asset. The Board is of the view that there is no

impairment to the right-of-use assets.

Short-term and low-value leases

Payments associated with short-term leases and leases of low-value assets are recognised

on a straight-line basis as an expense in the income statement. Short-term leases are

leases with a lease term of 12 months or less and predominantly relate to property leases

and computer equipment.

Extension and termination options are included in a number of property leases across the

Group. In determining the lease term, management considers all facts and circumstances

that create an economic incentive to exercise an extension option, or not exercise a

termination option. Extension options (or periods after termination options) are only

included in the lease term if the lease is reasonably certain to be extended (or not

terminated). The assessment of the lease term is reviewed if a significant event or a

significant change in circumstances occurs which affects this assessment and that is

within the control of the Group. The extension options are only exercisable by the Group

and not by the lessor. Where an extension is reasonably certain of being exercised, that

extension period and related costs are recognised on the statement of financial position.

To determine the incremental borrowing rate, the Group uses a build-up approach that

starts with a risk-free interest rate adjusted for credit risk for leases held by the Group and

makes adjustments specific to the lease, e.g. term, country, currency and security.

OUR FINANCIAL STATEMENTS67

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
12. Leases (continued)

Right-of-use assets have the following additions and modifications:

30 June 2023

$000’s

Vehicles and

equipment

30 June 2023

$000’s

Buildings

30 June 2023

$000’s

Total

Opening net book value at 1 July - 70,766 70,766

Additions f rom business combination 12,325 34,377 46,702

Additions 12 48,72148,733

Transfer to motorhome property, plant

and equipment (12,245) - (12,245)

Modifications - 7,2017,201

Exchange differences 7 1,110 1,117

Depreciation charges (16) (17,248) (17,264)

Closing net book value at 30 June 83 144,927 145,010

Cost 136 190,429 190,565

Accumulated depreciation (53) (45,502) (45,555)

Closing net book value at 30 June 83 144,927 145,010

30 June 2022

$000’s

Vehicles and

equipment

30 June 2022

$000’s

Buildings

30 June 2022

$000’s

Total

Opening net book value at 1 July- 62,339 62,339

Additions- 10,823 10,823

Modifications- 3,362 3,362

Terminations- (384) (384)

Exchange differences- 4,593 4,593

Depreciation charges- (9,967) (9,967)

Closing net book value at 30 June- 70,766 70,766

Cost- 98,920 98,920

Accumulated depreciation- (28,154) (28,154)

Closing net book value at 30 June- 70,766 70,766

Consolidated income statement and cash flow

2023

$000’s

2022

$000’s

Interest paid on leases (operating activities)*6,6703,681

Payments for lease liability principal (financing activities)21,9389,611

Total cash outflows from lease liabilities28,60813,292

* Interest paid on leases in the statement of cash flows comprises interest charged to the profit or loss of $6.4 million

(2022: $3.7 million) and $0.3 million (2022: nil) capitalised to the cost of motor vehicle manufacture.

13. Capital commitments

Capital commitments relate to the build of the Group’s fleet for the following year.

Purchase orders placed for capital expenditure at balance date but not yet incurred

are as follows:

2023

$000’s

2022

$000’s

Property, plant and equipment153,436109,059

14. Operating leases

Where a significant portion of the risk and rewards of ownership are retained by

the lessor, leases have been classified as operating leases. Payments made under

operating leases (net of any incentives received from the lessor) are charged to the

income statement on a straight-line basis over the period of the lease. The Group

has recognised these leases as operating leases on the basis of short-term and

low-value leases.

The future aggregate minimum lease payments under non-cancellable operating leases

are as follows:

2023

$000’s

2022

$000’s

Within one year2,307631

OUR FINANCIAL STATEMENTS68

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
15. Inventories

Inventories are made up of the following categories:

• Raw materials and work in progress - this comprises parts, factory, labour and

workshop stock;

• Vehicles held for sale - this mainly comprises new and ex-rental motorhome fleet,

which are now on the sale yard and goods in transit;

• Finished goods - this comprises living equipment to be used in motorhomes and

retail shop stock; and

• Inventory provision - a provision is created to allow for the value of inventory which

is obsolete or to recognise the net realisable value when it is lower than cost.

Inventories are stated at the lower of cost and net realisable value. Cost is

determined using the first-in, first-out (FIFO) method. The cost of finished goods

and work in progress comprises design costs, raw materials, direct labour, other

direct costs and related production overheads (based on normal operating

capacity). It excludes borrowing costs. Net realisable value is the estimated selling

price in the ordinary course of business, less applicable variable selling expenses.

Ex-rental motorhomes held for sale at balance date have been reclassified

as inventory.

2023

$000’s

2022

$000’s

Raw materials and work in progress51,27022,921

Vehicles held for sale120,40838,851

Finished goods12,1776,181

Provision for obsolescence(1,927)(663)

181,92867,290

16. Intangible assets

Intangible assets of the Group comprise:

• Brands - the brand value acquired relates to the Road Bear RV brand of the United

States rentals business, the Just go Motorhome brand in the UK and a provisional value

for a number of rental and retail brands as part of the Apollo business combination.

• Supplier relationships - the provisional value acquired relates to the Apollo business

combination with exclusive arrangements to manufacture and distribute Winnebago

RVs and import and distribute Adria RVs in Australia; and

• Goodwill - this relates to the Road Bear and El Monte RV and Just go business

combinations and a provisional value for the Apollo business combination;

• Trademarks, leases and licences - thl has a licence to operate the Waitomo Glowworm

Caves until 2027, and licences to operate other caves in the Waitomo region, with

licence terms expiring in 2032, 2033 and 2039; and

• Other intangibles - this relates to acquired software licences and software

development costs.

Brands

The Road Bear RV brand acquired in the United States rentals business

combination was valued using the relief from royalty method and recognised at

fair value at the acquisition date.

The Just go Motorhomes brand acquired in the UK rentals business combination

was valued using the relief from royalty method and recognised at fair value at the

acquisition date (refer to note 17 for further detail).

A number of rental and retail brands were acquired as part of the Apollo

business combination and were valued using the relief from royalty method

and recognised at provisional fair value at the acquisition date (refer to note 18 for

further detail). The rental brand is Apollo. Retail brands include Windsor and

Coromal, which are produced by the Australian manufacturing facility and sold

through the dealership network across Australia. The dealership network includes

Apollo RV, Sydney RV Group, Kratzmann Caravans and Motorhomes and George

Day Caravans and Motorhomes.

Brand values are included in the net assets of the cash-generating unit (CGU).

Brands are deemed to have an indefinite life as the Group has determined that

there is no foreseeable limit to the period over which the brand is expected to

generate net cash inflows for the entity. Brands are tested annually for impairment

and are carried at cost less any accumulated impairment losses. Brands are

reviewed periodically to assess whether events and circumstances still justify the

assessment of an indefinite useful life.

OUR FINANCIAL STATEMENTS69

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
16. Intangible assets (continued)

Supplier relationships

These relate to Winnebago and Adria with exclusive arrangements to manufacture

and distribute Winnebago RVs and import and distribute Adria RVs in Australia.

Provisional supplier agreement values are included in the net assets of the CGU

and determined using the “with and without” valuation approach which estimates

the fair value of an asset by comparing cash flows of the business ‘with’ the asset

to the hypothetical cash flows of the business ‘without’ the asset.

Supplier relationships are included in the net assets of the cash-generating unit

(CGU). Supplier relationships are deemed to have an indefinite life as the Group

has determined that there is no foreseeable limit to the period over which the

supplier relationship is expected to generate net cash inflows for the entity.

Supplier relationships are tested annually for impairment and are carried at

cost less any accumulated impairment losses.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value

of the Group’s share of the net identifiable assets of the acquired subsidiary at

the date of acquisition. Separately recognised goodwill is tested annually for

impairment and carried at cost less accumulated impairment losses. Impairment

losses on goodwill are not reversed. Gains and losses on the disposal of an entity

include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment

testing. The allocation is made to those cash-generating units or groups of

cash-generating units that are expected to benefit from the business combination

in which the goodwill arose. The units or groups of units are identified at the

lowest level at which goodwill is monitored for internal management purposes.

Trademarks, leases and licences

Trademarks, leases and licences are shown at historical cost of acquisition by

the Group less amortisation.

Amortisation of trademarks, leases and licences are calculated using the straight-

line method over the life of the underlying assets. These costs are amortised over

their estimated useful lives (21-49 years).

Other intangibles

Acquired computer software licences are capitalised on the basis of the costs

incurred to acquire and bring to use the specific software. These costs are

amortised over their estimated useful lives (3-15 years).

Costs associated with maintaining computer software programmes are

recognised as an expense, as incurred. Costs that are directly associated with the

production of identifiable and unique software products controlled by the Group,

and that will probably generate economic benefits exceeding costs beyond one

year, are recognised as intangible assets. Direct costs include the software

development employee costs and an appropriate portion of relevant overheads.

Computer software development and application costs are recognised as assets

and are amortised over their estimated useful lives (three to five years), only if such

costs create an intangible asset that the Group controls and the intangible asset

meets the recognition criteria. Costs that are not capitalised as computer software

are expensed as incurred unless the costs meet the requirement to be recognised

as an asset controlled by the Group in accordance with IFRIC agenda decision on

Software-as-a-Service. In this case, the costs paid upfront are recorded as a

prepayment for services and amortised over the expected terms of the cloud

computing agreement.

Brand

$000’s

Goodwill

$000’s

Trademarks,

leases and

licences

$000’s

Supplier

relationships

$000’s

Other

intangibles

$000’s

Total

$000’s

Year ended 30 June 2023

At 1 July 202290834,23011,863-8,40655,407

Exchange differences(340)1,705-(104)641,325

Additions-2,475--5,1077,582

Additions f rom business

combinations6,965113,244-7,2281,039128,476

Amortisation charges--(616)-(1,859)(2,475)

Closing net book

amount7,533151,65411,2477,12412,757190,315

As at 30 June 2023

Cost7,533197,95229,2937,12429,955271,857

Accumulated

amortisation and

impairment-(46,298)(18,046)-(17,198)(81,542)

Net book amount7,533151,65411,2477,12412,757190,315

OUR FINANCIAL STATEMENTS70

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
16. Intangible assets (continued)

Brand

$000’s

Goodwill

$000’s

Trademarks,

leases and

licences

$000’s

Other

intangibles

$000’s

Total

$000’s

Year ended 30 June 2022

At 1 July 202180531,19613,8595,26151,121

Exchange differences1033,869-43,976

Additions---4,6064,606

Goodwill impairment-(678)--(678)

Disposals-(157)(1,341)(270)(1,768)

Amortisation charges--(655)(1,195)(1,850)

Closing net book amount90834,23011,8638,40655,407

As at 30 June 2022

Cost90880,52829,29323,741134,470

Accumulated amortisation and

impairment-(46,298)(17,430)(15,335)(79,063)

Net book amount90834,23011,8638,40655,407

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are

tested annually for impairment. The Group tests whether goodwill and brands

have suffered any impairment on an annual basis in accordance with the

accounting policy.

Assets that are subject to amortisation or depreciation are reviewed for

impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for

the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs of disposal

and value in use. For the purpose of assessing impairment, assets are grouped at

the lowest levels for which there are separately identifiable cash flows (cash-

generating units). The Group has estimated the recoverable amount of its CGUs

on a value in use basis and determined that there is no impairment.

The table below details the cash-generating units that goodwill, brands and

supplier relationships are attributable to, except where amounts are provisional

and yet to be allocated:

Group’s CGUs

2023

$000’s

2022

$000’s

Goodwill

United States Rentals35,00034,230

UK/Europe Rentals acquired through the Just go

business combination12,055-

Provisional goodwill acquired through the Apollo

business combination102,124-

Goodwill acquired through Transcold acquisition*2,475-

Brands

United States Rentals929908

UK/Europe Rentals acquired through the Just go

business combination419-

Provisional brand value acquired through the Apollo

business combination6,185-

Supplier relationships

Provisional value of supplier relationships acquired through

the Apollo business combination7,124-

Total intangible assets166,31135,138

* On the 1st June 2023, Action Manufacturing purchased Transcold Group Limited for $5.4 million and recognised associated

goodwill of $2.5 million. Transcold is a market leader in New Zealand’s transport refrigeration industry, providing quality

solutions for Trucks and Trailers and container parts. The business operates in Auckland and Christchurch and has an

extensive service network throughout New Zealand.

The results of impairment testing confirmed that no impairment of intangible assets with

indefinite useful lives (i.e. goodwill and brands) in the United States Rentals and UK/

Europe Rentals cash generating units (CGU) was required at 30 June 2023 for the Group.

As the goodwill and intangible asset allocation following the merger with Apollo is

provisional at 30 June 2023 and there were no indicators of impairment identified, no

further impairment testing was required.

The recoverable amount of the United States and UK/Europe Rentals CGUs have been

determined using value in use calculations. These calculations use cash flow projections

based on management prepared forecasts covering a five-year period plus a terminal

value calculation. These annual free cash flows are then discounted by a country specific

post-tax discount rate to arrive at a recoverable amount (or enterprise value) of the CGU

which is compared to the carrying book value. The Group has engaged an external party

to undertake the discount rate calculation during the year based on the current market

inputs. The Group has adopted these rates in the value in use calculations.

OUR FINANCIAL STATEMENTS71

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
A sensitivity test of a 1.00% increase in the discount rate, or a 5.00% decrease in yields

for the United States Rentals CGU on a standalone basis would result in impairment. The

United States business has over the long term provided some of the best returns within

the Group and operates in the largest RV market in the world. It continues to perform

profitably and is expected to do so in the future.

No impairment of the United States Rentals CGU was recognised during the financial year,

however, a change in any of the key assumptions noted below would result in a break-

even position with no remaining headroom.

Key AssumptionSensitivity to Breakeven

Discount rateAn increase of 0.66%

Terminal growth rateA decrease of 0.82%

YieldA decrease of 1.68%

Vehicle sales marginA decrease of 3.95%

16. Intangible assets (continued)

The CGU value in use models used by thl to generate the cash flow projections

incorporate the expected growth rates from markets the businesses operate in.

Capital expenditure and disposal proceeds are projected forward based on current

build or purchase costs, realisable sale values and expected fleet rotation by vehicle

type (for the rentals operations).

The following table shows the sensitivity analysis for the value in use calculations of the

Group’s United States and UK/Europe Rentals CGUs:

CGUKey assumptionsChange in key

assumption

Reduction in

recoverable

amount ($M)

Increase in

recoverable

amount ($M)

Would the

indicated

sensitivity result

in impairment

United States

Rentals

Discount rate: 11.30%

(2022: 8.53%)

Discount rate (+/-

1.00%)

1823Yes

Terminal growth rate:

2.50% (2022: 1.25%)

Terminal growth

rate (+/- 0.5%)

89No

Yield (+/- 5.00%)3434Yes

Vehicle sales

margin

(+/- 2.00%)

66No

UK/Europe

Rentals

Discount rate: 11.80%

(2022: N/A*)

Discount rate

(+/- 1.00%)

67No

Terminal growth rate:

2.50% (2022: N/A*)

Terminal growth

rate (+/- 0.5%)

23No

Yield (+/- 5.00%)99No

Vehicle sales

margin

(+/- 2.00%)

44No

* Comparative information is not relevant for UK/Europe Rentals CGU (which includes Just go) as this CGU only materialised

in FY23 as a result of the Group’s step acquisition of Just go (note 17).

OUR FINANCIAL STATEMENTS72

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
Section C – Investments

In this section

thl’s investments comprise subsidiaries, associates and other investments. This section

explains the investments held by thl, providing additional information, including:

a) Accounting policies, judgements and estimates that are relevant for measuring

the investments; and

b) Details of business combinations in the period.

During the year:

• thl acquired the remaining 51% interest in Just go, a motorhome rental operation in the

United Kingdom, previously an associate entity became a 100% owned subsidiary in

October 2022;

• thl acquired a 100% interest in Apollo Tourism & Leisure Ltd and its subsidiaries,

through an through an Australian Scheme of Arrangement from 30 November 2022;

• There was an increase to a 14.1% shareholding in Camplify Holdings Limited.

Business combination

The acquisition method of accounting is used to account for all business

combinations, regardless of whether equity instruments or other assets are

acquired. The consideration transferred for the acquisition of a subsidiary

comprises the:

• fair values of the assets transferred

• liabilities incurred to the former owners of the acquired business

• equity interests issued by the Group

• fair value of any asset or liability resulting from a contingent consideration

arrangement, and

• fair value of any pre-existing equity interest in the acquiree.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at the acquisition

date. The Group recognises any non-controlling interest in the acquired entity on

an acquisition-by-acquisition basis either at fair value or at the non-controlling

interest’s proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred, amount of any non-controlling interest

in the acquired entity, and acquisition-date fair value of any previous equity

interest in the acquired entity over the fair value of the net identifiable assets

acquired is recorded as goodwill. If those amounts are less than the fair value of

the net identifiable assets of the business acquired, the difference is recognised

directly in the income statement as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts

payable in the future are discounted to their present value as at the date of

exchange. The discount rate used is the entity’s incremental borrowing rate, being

the rate at which a similar borrowing could be obtained from an independent

financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability.

Amounts classified as a financial liability are subsequently remeasured to fair value

with changes in fair value recognised in the income statement.

OUR FINANCIAL STATEMENTS73

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
17. Acquisition of 51% of Just go Motorhomes

As at 30 June 2022, the Group had a 49% interest in THL UK and Ireland Limited (trading as

Just go), a motorhome rental operation in the United Kingdom, which the Group

accounted for under the equity method of accounting.

On 4 October 2022, thl purchased the remaining 51% shareholding in Just go from its joint

venture partners, resulting in Just go becoming a wholly owned subsidiary of the Group.

At this time thl ceased equity accounting and consolidated the subsidiary in the Group’s

financial statements from that date.

The following table summarises the equity accounted investments in Just go up to the

date of the acquisition, 4 October 2022:

4 Oct 2022

unaudited $000’s

30 Jun 2022

audited $000’s

Investment in Just go, beginning balance5,9664,936

Share of profits recognised against the investment balance

during the period8121,105

FX gain/(loss)2(75)

Investment in Just go closing balance6,7805,966

The assets acquired from Just go constitute a “business” under NZ IFRS 3 Business

Combinations (“NZ IFRS 3“).

The parties agreed to a purchase price of GBP 5,355,000 (NZD $10.7 million), which was

satisfied through a cash payment of GBP 1,350,000 (NZD $2.7 million) and the issue of

2,941,857 new ordinary shares in thl. thl’s closing share price on 3 October 2022 was $2.73

with the fair value of the shares issued being NZ $8.0 million.

The fair value of the consideration paid for the remaining 51% shareholding is as follows:

$000’s

Ordinary shares issued 8,031

Paid in cash 2,680

Total consideration10,711

Total consideration transferred for the remaining 51% equity interest in Just go:

$10.7 million.

The contribution of Just go for 9 months to the Group results for the period ended 30 June

2023 was revenue of $11.4 million and operating loss before interest and tax of $1.8 million.

If the acquisition had occurred at the beginning of the financial year, the contribution to

revenue and operating profit before interest and tax for the period is estimated at $18.8

million and $0.3 million respectively.

NZ IFRS 3 also requires the acquirer to re-measure its previously held equity interest in the

acquiree at its acquisition date fair value. Just go is not publicly traded so the fair value of

the previously held equity interest was derived by reference to the consideration

transferred for the remaining 51%, which is $10.7 million. As a result, a fair value gain of

$3.5 million has been recognised in the income statement in relation to the previously

held 49% equity interest.

The total consideration is $21.0 million being the implied fair value for 100% of Just go:

$000’s

Fair value of the 49%10,290

Fair value of the 51%10,711

Total fair value of the consideration21,001

OUR FINANCIAL STATEMENTS74

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
17. Acquisition of 51% of Just go Motorhomes (continued)

The following table summarises the amounts determined for the purchase consideration

and the fair value of assets acquired and liabilities assumed:

Fair value

$000’s

Acquisition date fair value of assets acquired and liabilities recognised

Cash and cash equivalents7,054

Trade and other receivables828

Inventories1,305

Property, plant and equipment17,961

Right-of-use assets2,085

Intangible assets - brand393

Total assets29,626

Trade and other payables1,457

Deferred income tax liability2,277

Revenue in advance516

Lease liabilities2,085

Interest bearing loans and borrowings13,697

Total liabilities20,032

Total identifiable net assets acquired9,594

Goodwill on acquisition11,407

Net assets acquired21,001

The goodwill of $11.4 million arising from the acquisition is attributable to expected

synergies within the wider global Group and its strategic position in the United Kingdom

and Europe.

18. Acquisition of Apollo Tourism & Leisure Ltd

On 10 December 2021, the Company announced that it had entered into a conditional

Scheme Implementation Deed with Apollo Tourism & Leisure Ltd (Apollo, ATL) to merge

through an Australian Scheme of Arrangement. Under the Scheme thl would acquire all

outstanding shares in ATL. The scheme was conditional upon thl receiving approval to list

on the Australian Securities Exchange (ASX) and subject to approval of ATL shareholders

and finalisation of appropriate funding arrangements for the merged entity. In addition,

there were various court and regulatory approvals in Australia and New Zealand, including

competition regulatory clearance and other conditions specified.

Following the satisfaction of all conditions, the Group acquired ATL on the 30 November

2022 with the implementation of the Scheme of Arrangement. ATL shareholders were

issued one thl share for every 3.210987 ATL shares held resulting in 57,693,364 shares

being issued.

thl’s closing share price on 30 November 2022 of $3.69 was used to calculate the

acquisition consideration of $213.9 million as per the requirements under NZ IFRS 3. The

consideration value is comprised of the fair value of the new shares issued and the fair

value of 898,150 ATL shares that were previously held by thl.

The contribution of Apollo for seven months to the Group results for the period ended 30

June 2023 was revenue of $187.6 million and operating profit before interest and tax of

$24.4 million. If the acquisition had occurred at the beginning of the financial year, the

contribution to revenue and operating profit before interest and tax for the period is

estimated at $392.6 million and $66.5 million respectively.

The fair value of assets and liabilities from the acquisition is shown in the table below.

The intangible assets, deferred tax and goodwill remains provisional. While considerable

progress has been made, further detailed analysis is required to finalise the fair value of

these assets, which will be completed within 12 months from acquisition as permitted

under NZ IFRS 3.

OUR FINANCIAL STATEMENTS75

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
18. Acquisition of Apollo Tourism & Leisure Ltd (continued)

The following table summarises the amounts determined for the purchase consideration

and the provisional fair value of assets acquired and liabilities assumed:

Fair value

$000’s

Acquisition date fair value of assets acquired and liabilities assumed

Cash and cash equivalents 50,602

Trade and other receivables**18,724

Assets classified as held for sale*59,052

Inventories 92,330

Current tax receivables 36

Property, plant and equipment158,101

Intangible assets14,839

Right-of-use assets 44,617

Investment14,934

Deferred income tax assets5,229

Total assets458,464

Interest bearing loans and borrowings224,433

Deferred income tax liability21,434

Lease liabilities38,271

Trade and other payables31,003

Revenue in advance22,666

Employee benefits6,615

Provisions508

Current tax liabilities1,450

Total liabilities346,380

Total identifiable net assets acquired112,084

Goodwill on acquisition101,837

Net assets acquired213,921

Fair value

$000’s

Purchase consideration – thl shares issued to Apollo shareholders212,889

Purchase consideration – value of Apollo shares previously held by thl1,032

Total fair value of the consideration 213,921

* The Canadian properties were held at fair value less cost to sell at 30 November 2022 with the fair value determined

by a signed sales and purchase agreement. On 5 January 2023, thl completed the sale and leaseback of its properties

in Canada for a total purchase price of CAD$51.0 million (NZ$59.4 million). The sale generated pre-tax net cash proceeds

(after the repayment of associated debt and closing costs) of approximately CAD$25.8 million (NZ$30.0 million) which

was used to repay borrowings. The lease terms provide thl with rights to the properties for up to 10 years (with two

further five-year rights of renewal) at a starting annual base rent of approximately CAD$3.0 million (NZ$3.5 million).

** The fair value of acquired trade receivables is NZ$9.1 million, which is equal to the gross contractual amount.

The goodwill balance of $101.8 million is provisionally allocated and attributable to

expected synergies across Australia and New Zealand.

The valuation of both the tangible and intangible assets are areas where estimates and

judgements have a significant risk of causing a material adjustment to the fair value of the

recognised amounts of identifiable assets acquired and liabilities assumed.

The valuation of vehicles within the inventory category was completed using a market

valuation approach in reference to the selling price in either retail or wholesale market.

The valuation of vehicles within the property, plant and equipment category was

completed using a cost approach. The cost approach considers the cost to replace

existing assets less the amount of depreciation in the asset.

OUR FINANCIAL STATEMENTS76

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
19. Subsidiaries

The principal activities of the Parent Company and trading subsidiaries are motorhome

rental (Tourism Holdings Australia Pty Limited, JJ Motorcars Inc, El Monte Rents Inc.,

CanaDream Inc. Apollo Motorhome Holidays Pty Ltd), retail sale of RVs (Sydney RV Group

Pty Ltd, Apollo RV West Pty Ltd, Apollo Investments Pty Ltd and Apollo Motorhome

Holidays Pty Ltd), manufacture of RVs (Action Manufacturing Group GP Limited and

Apollo Motorhome Industries Pty Ltd), and attractions (Waitomo Caves Limited). All other

subsidiaries are 100% owned. The Group has control over these subsidiaries and therefore

it has fully consolidated these subsidiaries from the date control was attained. All

subsidiaries have 30 June balance dates, except for THL UK and Ireland Limited which has

a 31 December balance date. Material subsidiary companies at 30 June 2023 and 2022 are:

% equity interest

Name

Place of business / country

of incorporation20232022

Waitomo Caves LimitedNew Zealand100100

Action Manufacturing Group GP

LimitedNew Zealand100100

TH2Connect GP Limited New Zealand100100

Apollo Motorhome Holidays

Limited New Zealand100-

thl Group (Australia) Pty LtdAustralia100100

Tourism Holdings Australia

Pty LtdAustralia100100

Outdoria Pty Ltd Australia100100

Apollo Motorhome Holidays

Pty LtdAustralia100-

Apollo Motorhome Industries

Pty LtdAustralia100-

Sydney RV Group Pty LtdAustralia100-

Apollo RV West Pty LtdAustralia100-

AMH Products Pty LtdAustralia100-

GRL Enterprises Pty LtdAustralia100-

Apollo Investments Pty LtdAustralia100-

Apollo RV Service & Repair

Centre Pty LtdAustralia100-

Tourism Holdings USA IncUnited States100100

JJ Motorcars IncUnited States100100

% equity interest

Name

Place of business / country

of incorporation20232022

El Monte Rents IncUnited States100100

CanaDream IncCanada100-

THL UK and Ireland Limited

(formerly Skewbald Limited)United Kingdom10049

Bunk Campers LimitedUnited Kingdom100-

For further information on the acquisition of Just go and Apollo, refer to note 17 and 18,

respectively.

20. Investment

Camplify Holdings Limited

On 26 October 2021, the Group entered into an agreement to sell its peer to peer business

mighway and SHAREaCAMPER to Camplify Holdings Limited (CHL, an ASX listed entity)

for a purchase price of $8.1 million. The transaction completed on 29 April 2022 with the

purchase price settled by CHL issuing 1,059,162 new fully paid ordinary shares to thl

under tranche 1 and in May 2023, a further 2,023,611 ordinary shares under tranche 2.

In addition, the Group acquired 6,895,620 shares through the acquisition of ATL.

The shares are classified as a financial asset and measured at fair value through other

comprehensive income which is determined by reference to the closing share price of CHL

at the balance date. The share price of CHL at 30 June 2023, was AUD$2.10 per share.

Changes in fair value are recorded in the equity investment reserve.

At 30 June 2023, the Group held 10,111,401 shares or 14.1% of CHL at a fair value of

$23.2 million.

OUR FINANCIAL STATEMENTS77thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
Section D – Managing funding

In this section

This section explains how thl manages its capital structure and working capital, the

various funding sources and distributions to shareholders. In this section of the notes

there is information about:

a) Equity;

b) Debt;

c) Receivables and payables; and

d) Financial instruments.

21. Share capital

2023

Shares

000’s

2022

Shares

000’s

2023

$000’s

2022

$000’s

Ordinary shares

Opening balance152,061151,489278,983277,792

Issue of ordinary shares – 51% acquisition

of Just go2,942-8,031-

Issue of ordinary shares - in lieu of Directors’ fees16554799

Ordinary shares to be issued - in lieu of Directors’

fees accrued at 30 June---28

Ordinary shares issued - cash paid by employees53394732193

Ordinary shares issued - options and rights offer8324232,325871

Ordinary shares issued as the consideration for

Apollo merger57,693-212,889-

Closing balance214,077152,061503,007278,983

The total number of ordinary shares is 214,077,123 shares (2022: 152,060,700) and these

are classified as equity. The shares have no par value. All ordinary shares are issued and

fully paid. All ordinary shares rank equally with one vote attached to each fully paid

ordinary share.

On 4 October 2022 the Group issued 2,941,857 new ordinary shares to its joint venture

partners as part of the purchase price consideration to acquire the remaining 51% of

Just go Motorhomes (refer note 17).

On 30 November 2022, as per the Scheme Implementation Deed, Apollo shareholders

received one thl consideration share in exchange for every 3.210987 ATL shares held,

resulting in 57,693,364 shares being issued (refer note 18).

Ordinary shares were issued to Directors in lieu of Directors’ fees per the terms outlined

in note 31. Shares were issued in October 2022 (12,714) and April 2023 (3,435). In the prior

year shares were issued to Directors in lieu of Directors’ fees in October 2021 (35,169) and

April 2022 (20,273).

22. Other reserves

Foreign currency translation reserve

Exchange differences arising on the translation of foreign operations are taken to the

foreign currency translation reserve. When any net investment is disposed of, the related

component of the reserve is recognised in the income statement as part of the gain or

loss on disposal.

The closing exchange rates used to translate the statement of financial position are

as follows:

20232022

NZD/AUD0.91820.9031

NZD/USD0.60750.6214

NZD/CAD0.80520.8011

NZD/GBP0.48160.5127

2023

$000’s

2022

$000’s

Foreign currency translation reserve

Balance at beginning of the year10,948(4,004)

Currency translation differences (net of tax)2,23314,952

Balance at year end13,18110,948

OUR FINANCIAL STATEMENTS78thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
22. Other reserves (continued)

Employee share scheme

The employee share scheme reserve is used to recognise the accumulated value of share

options and rights granted which have been recognised in the income statement.

In accordance with the Group’s accounting policy, amounts accumulated in the

executive share scheme reserve have been transferred to share capital on the exercise

of the options or to retained earnings when they have been forfeited (refer to note 32).

2023

$000’s

2022

$000’s

Employee share scheme reserve

Balance at beginning of the year4,6702,974

Value of employee services charged to the income statement2,1622,903

Transfer to retained earnings(291)(213)

Transfer to share capital(2,325)(994)

Balance at year end4,2164,670

Equity investment reserve

The equity investment reserve is used to recognise increments and decrements in the

fair value of financial assets at fair value through other comprehensive income.

2023

$000’s

2022

$000’s

Balance at the beginning of the year(954)-

Change in fair value of equity instrument1,638(954)

Balance at year end684(954)

Cash flow hedge reserve

The cash flow hedge reserve is used to record gains or losses on hedging instruments

that are recognised directly in equity. The hedging instruments are used to manage

interest rate risk. Amounts are recognised in the income statement when the associated

hedged transaction affects profit or loss.

2023

$000’s

2022

$000’s

Balance at beginning of year321(3,617)

Fair value gain2,4515,664

Deferred tax on fair value gain(687)(1,585)

Ineffective interest rate swap transferred to income statement

(net of tax)(67)(141)

Balance at year end2,018321

23. Interest bearing loans and borrowings

Interest bearing loans and borrowing (borrowings) are recognised initially at fair

value, net of transaction costs incurred. Borrowings are subsequently stated at

amortised cost; any difference between the proceeds (net of transaction costs)

and the redemption value is recognised in the income statement over the period

of the borrowings using the effective interest method.

Borrowings are classified as current liabilities, unless the Group has an

unconditional right to defer settlement of the liability for at least 12 months

after the balance date.

Borrowing costs are recognised as an expense in the period in which they

are incurred, except for borrowing costs directly attributable to the acquisition,

construction or production of a qualifying asset, which are capitalised.

Qualifying assets are those assets that necessarily take an extended period

of time (six months or more) to get ready for their intended use.

During the year, the Group renegotiated and consolidated its banking facilities with new

and/or existing financiers. The structure includes a syndicated corporate debt facility,

asset financiers and floor plan finance, including a number of previous lenders to Apollo.

OUR FINANCIAL STATEMENTS79

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
23. Interest bearing loans and borrowings (continued)

The Guaranteeing Group consisting of Tourism Holdings Limited and all New Zealand,

Australian, United States, United Kingdom and Ireland 100% owned subsidiaries, had

at 30 June 2023, multi-currency revolving cash advance and short-term debt facilities

with Westpac Banking Corporation, Westpac New Zealand Limited, ANZ Bank New

Zealand Limited and Australia and New Zealand Banking Group Limited and Australia

and New Zealand Banking Group Limited (London branch). The Group has provided a

composite first ranking debenture over the assets and undertakings of the Guaranteeing

Group in New Zealand, Australia, United Kingdom and Ireland and the US. Certain

members of the Group also have asset finance facilities in place. In support of these

facilities, the relevant members of the Group have granted specific security over the

assets financed under these facilities as well as related property and proceeds of

such financed assets.

In aggregate, the total funding available exceeds the requirements of the Group.

The Group has sufficient working capital and undrawn financing facilities to service

its operating activities and ongoing fleet investment.

2023

$000’s

2022

$000’s

Non-current

Syndicated bank borrowings107,35797,298

Asset finance143,358-

250,71597,298

Current

Asset finance72,771-

Floor plan finance36,828-

Other loans1,626-

111,225-

Total borrowings361,94097,298

The Group has the following undrawn borrowing facilities:

Total facility

$000’s

Used at

reporting date*

$000’s

Unused at

reporting date

$000’s

Borrowings

Syndicated bank borrowings250,898107,357143,541

Asset finance411,014216,129194,885

Floor plan finance54,45736,82817,629

Other loans3,4891,6261,863

719,858361,940357,918

The carrying amount of the Group’s borrowings are denominated in the

following currencies:

2023

NZ$000’s

2022

NZ$000’s

New Zealand dollar38,422553

Australian dollar86,026-

United States dollar107,87293,343

Pounds sterling41,3073,402

Canadian dollar88,313-

361,94097,298

* In July 2023, GBP borrowings of £15.0 million was subsequently repaid and the facilities closed. These borrowings were

reflected as current borrowings at 30 June 2023.

OUR FINANCIAL STATEMENTS80

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
23. Interest bearing loans and borrowings (continued)

Syndicated bank borrowings

Following the merger with Apollo and effective 30 November 2022, the Group amended

its multi-currency syndicated banking facilities with Westpac Banking Corporation,

Westpac New Zealand Limited and ANZ Bank New Zealand Limited. The amendment

includes committed facilities for debt funding of approximately $149 million, reduced

from $258 million at 30 June 2022. The facility consisted of a number of tranches maturing

in June 2024. On 27 June 2023, the Group again amended its multi-currency syndicated

banking facilities with Westpac Banking Corporation, Westpac New Zealand Limited and

ANZ Bank New Zealand Limited to include Australia and New Zealand Banking Group

Limited and Australia and New Zealand Banking Group Limited (London Branch). The

amendment includes committed facilities for debt funding of approximately $250 million,

an increase from approximately $149 million at 31 December 2022. The new facility

consists of a number of multi-currency tranches, including a new GBP facility, all maturing

in July 2025. The Group’s covenants include leverage ratio, debt service cover ratio,

guaranteeing Group coverage ratio, minimum shareholder funds and loan to value

ratio. Interest rates applicable at 30 June 2023 range from 7.3% to 8.7% p.a.

The Group capitalised $367k of borrowing costs (2022: $347k) in relation to refinancing.

In accordance with NZ IFRS 9 Financial Instruments, the amendment was treated as an

extinguishment of the existing liability followed by the recognition of a new liability.

Asset finance

The Group’s loans from asset financiers include new as well as some existing Apollo

facilities totalling approximately $390 million. Loans from asset financiers are fully secured

debt in relation to fleet assets and may only be used for the purchase of fleet assets and

subject to a number of covenant ratios, including a current ratio, debt service coverage

and debt to tangible net worth ratio. Interest rates applicable at 30 June 2023 range

from 3.2% to 9.5% p.a.

Floor plan finance

Floor plan facilities are maintained to fund the inventory of new motorhomes and

caravans held for sale at Apollo’s retail sales outlets. As part of the merger with Apollo, the

Group consolidated its overall number of floor plan lenders. Terms are interest only for the

first six months and then interest of between 7.5% to 8.6% p.a plus principal. Balances are

secured through retention of title until point of sale.

Other loans

Other loans of $1.6 million include mortgages over land and buildings and COVID-19

support loans previously provided to Apollo entities in the UK. Interest rates applicable

at 30 June 2023 range from 7.0% to 8.0% p.a.

Lease liability - rental fleet

Balances previously disclosed in the Group’s interim financial statements at 31 December

2022 under lease liability – rental fleet, have now been more appropriately classified within

the asset finance category above.

Covenants

The consolidated Group is subject to lending covenants across a number of its borrowing

facilities. As at the date of these financial statements the Group is within the banking

covenant requirements.

Sufficiency of funding

All markets that the Group operates in have experienced changes in external trading

conditions during the year as a result of demand re-building from COVID impacts,

industry-wide supply chain challenges creating some vehicle delivery delays as well as

general global inflationary pressures. Given the current environment, there is a risk that

actual trading performance may fall below forecasts, however tourism has experienced a

strong rebound across all regions following the opening of international borders in 2022

with strong demand for RV travel in all countries it operates in. This is evidenced in the

profits that the Company is making and the growth in international bookings in the

United States, Canada and the United Kingdom over the 2023 summer period and in

New Zealand and Australia over the 2023/2024 summer period.

On this basis, the Board expects that the Group will be able to meet its undertakings and

covenants in relation to the banking facilities and has sufficient cash to discharge its

liabilities as they fall due.

OUR FINANCIAL STATEMENTS81

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
24. Trade and other receivables

Trade and other receivables are recognised initially at fair value plus transaction

costs and subsequently measured at amortised cost using the effective interest

method, less provision for impairment. The Group assesses on a forward looking

basis the expected credit losses associated with its trade and other receivables

which are carried at amortised cost. The impairment methodology applied

depends on whether there has been a significant increase in credit risk.

The Group applies the simplified approach permitted by NZ IFRS 9, which requires

expected lifetime losses to be recognised from initial recognition of the

receivables. To measure the expected credit losses, trade and other receivables

have been grouped based on shared credit risk characteristics and the days past

due. The expected loss rates are based on the historical credit losses experienced.

Where appropriate, the historical loss rates are adjusted to reflect current and

forward-looking information.

2023

$000’s

2022

$000’s

Trade receivables38,86715,405

Less provision for impairment of receivables(375)(257)

Trade receivables - net38,49215,148

Prepayments11,1744,851

Other receivables7,4934,588

Receivable under buy-back arrangement7,0248,495

Total trade and other receivables64,18333,082

At 30 June 2023 trade and other receivables includes $7.0 million (2022: $8.5 million)

relating to vehicles purchased under a short-term buy-back arrangement. This agreement

involves purchasing vehicles to be used in the fleet for a period less than 12 months and

then sold back to the supplier. On initial recognition, thl recognised the cash paid for the

vehicles, the price expected to be received upon resale, and the balancing amount of the

two is considered the lease expense. The transaction is accounted for as a short-term

lease on the basis that:

• thl have an economic incentive to exercise their put option (sell the vehicles back

to the supplier);

• thl have the right to use the vehicles for a fixed period at a predetermined price; and

• the vehicles do not meet the definition of property, plant and equipment

Due to low risk of the counterparties for these arrangements, the assessed expected

credit losses are immaterial.

There is no concentration of credit risk with respect to trade receivables, as the Group

has a large number of customers, internationally dispersed.

The Group has recognised an increase of $118k (2022: $946k decrease) in the provision

for the impairment of its trade receivables which has been included in other operating

expenses. The Group has written off, to other operating expenses, $29k (2022: $719k) of

balances of receivables during the year ended 30 June 2023.

25. Trade and other payables

Trade payables

Trade payables are obligations to pay for goods or services that have been

acquired in the ordinary course of business from suppliers. Trade payables are

classified as current liabilities if payment is due within one year or less (or in the

normal operating cycle of the business if longer). If not, they are presented as

non-current liabilities.

Trade payables are recognised initially at fair value net of transaction costs and

subsequently measured at amortised cost using the effective interest method.

2023

$000’s

2022

$000’s

Trade payables35,39013,903

Accrued expenses and other payables26,64318,010

Total trade and other payables62,03331,913

OUR FINANCIAL STATEMENTS82

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
26. Revenue in advance

Revenue in advance

Revenue in advance relates to:

.Payments received for rental and tourism services for future reservations in

advance of service delivery.

.The portion of rental income for rental bookings on hire at year-end, that

relates to the period after year-end.

The Group recognises the contract liability which represents the Group’s

obligation to transfer services to a customer for which the Group has received

consideration from the customer. The average timing of satisfaction of

performance obligations in relation to the payment of the revenue in advance

is between 1-6 months.

Vehicle deposits

Vehicle deposits are received in advance for pending vehicle sales for which the

customer has not yet taken delivery.

The Group recognises the contract liability which represents the Group’s obligation

to transfer goods to a customer for which the Group has received consideration

from the customer. The vehicle deposit is recognised as revenue when the Group

performs under the contract by delivering the vehicle. The full balance of contract

liabilities in relation to vehicle deposits is expected to be recognised in revenue

between 1-12 months.

2023

$000’s

2022

$000’s

Revenue in advance61,31723,846

Vehicle deposits14,6632,200

Total revenue in advance75,98026,046

27. Financial instruments

Classification of financial assets

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through Other

Comprehensive Income (OCI) or through profit or loss), and

• those to be measured at amortised cost.

The classification depends on the business model for managing the financial

assets and the contractual terms of the cash flows.

The Group reclassifies debt investments when and only when its business model

for managing those assets changes.

Measurement of financial assets

At initial recognition, the Group measures a financial asset at its fair value plus, in

the case of a financial asset not at fair value through profit or loss (FVPL),

transaction costs that are directly attributable to the acquisition of the financial

asset. Transaction costs of financial assets carried at FVPL are expensed in

profit or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business

model for managing the asset and the cash flow characteristics of the asset. There

are three measurement categories into which the Group classifies its debt

instruments:

Amortised cost: Assets that are held for collection of contractual cash flows where

those cash flows represent solely payments of principal and interest are measured

at amortised cost. Interest income from these financial assets is included in

finance income using the effective interest rate method. Any gain or loss arising

on derecognition is recognised directly in profit or loss and presented in other

gains/(losses) together with foreign exchange gains and losses. Impairment losses

are presented as a separate line item in the income statement.

OUR FINANCIAL STATEMENTS83

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
27. Financial instruments (continued)

Fair Value through Other Comprehensive Income (FVOCI): Assets that are held for

collection of contractual cash flows and for selling the financial assets, where the

assets’ cash flows represent solely payments of principal and interest, are

measured at FVOCI. Movements in the carrying amount are taken through OCI,

except for the recognition of impairment gains or losses, interest income and

foreign exchange gains and losses which are recognised in profit or loss. When the

financial asset is derecognised, the cumulative gain or loss previously recognised

in OCI is reclassified from equity to profit or loss and recognised in other gains/

(losses). Interest income from these financial assets is included in finance income

using the effective interest rate method. Foreign exchange gains and losses are

presented in other gains/(losses) and impairment expenses are presented as a

separate line item in the income statement.

FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are

measured at FVPL. A gain or loss on a debt investment that is subsequently

measured at FVPL is recognised in profit or loss and presented net within other

gains/(losses) in the period in which it arises.

The interest rate swaps in place as at 30 June 2023 and 30 June 2022 qualified as

cash flow hedges. The Group’s risk management strategies and hedge

documentation are aligned with the requirements of NZ IFRS 9 and these

relationships are therefore treated as hedges.

The table below represents the measurement categories of the financial instruments.

2023

Financial

asset at

amortised

cost

$000’s

Financial

assets value

through

profit or loss

$000’s

Financial

assets value

through OCI

$000’s

Derivatives

used for

hedging

$000’s

Total

$000’s

Asset

Investment--23,193-23,193

Cash and cash equivalents76,794---76,794

Trade and other receivables53,010---53,010

Derivative financial instruments---2,8432,843

2022

Financial

asset at

amortised

cost

$000’s

Financial

assets value

through

profit or loss

$000’s

Financial

assets value

through OCI

$000’s

Derivatives

used for

hedging

$000’s

Total

$000’s

Asset

Investment*-3,6252,005-5,630

Cash and cash equivalents38,816---38,816

Trade and other receivables28,231---28,231

Derivative financial instruments---453453

* The investment includes the tranche 2 receivable in relation to deferred consideration for the sale of mighway

and SHAREaCAMPER..

2023

Measured at

amortised

cost

$000’s

Measured

at fair value

through

profit or loss

$000’s

Measured

at fair value

through OCI

$000’s

Derivatives

used for

hedging

$000’s

Total

$000’s

Liabilities

Interest bearing loans and

borrowings361,940---361,940

Trade and other payables64,170---64.170

2022

Measured at

amortised

cost

$000’s

Measured

at fair value

through

profit or loss

$000’s

Financial

assets value

through OCI

$000’s

Derivatives

used for

hedging

$000’s

Total

$000’s

Liabilities

Interest bearing loans and

borrowings97,298---97,298

Derivative financial instruments---6060

Trade and other payables29,114---29,114

OUR FINANCIAL STATEMENTS84

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
Section E – Managing risk

In this section

This section explains the financial risks thl faces, how these risks affect thl’s financial

position and performance, and how thl manages these risks. In this section of the notes

there is information:

a) Outlining thl’s approach to financial risk management; and

b) Analysing financial (hedging) instruments used to manage risk.

In the normal course of business the Group is exposed to a variety of financial risks

including foreign currency, interest rate, credit and liquidity risks. To manage this risk the

Group’s treasury activities are performed by a central treasury function and are governed

by Group policies approved by the Board of Directors.

The Group’s overall risk management programme focuses on the unpredictability of

financial markets and seeks to minimise potential adverse effects on the Group’s financial

performance. The Group does not enter into derivative financial instruments for trading or

speculative purposes.

28. Financial risk management

Currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from

various currency exposures, primarily with respect to the Australian dollar, the United

States dollar, the British Pound sterling and the Euro dollar. Foreign exchange risk arises

when future commercial transactions are in currencies other than functional currency.

Foreign exchange exposures on future commercial transactions incurred by operations in

currencies other than their functional currency are managed by using forward currency

contracts in accordance with the Group’s treasury policy.

The Parent makes purchases in foreign currency and is exposed to foreign currency risk.

This is managed by utilisation of forward currency contracts from time to time in

accordance with the Group’s treasury policy.

Exchange rate sensitivity

The following table shows the impact of a 5 cent movement up or down in the New

Zealand dollar vs the Australian dollar, the United States dollar and the impact that this

exchange rate change has on reported net profit after tax and equity. The Group also

includes the impact of a 5 cent movement up or down in the Australian dollar vs the

British Pound sterling and the Euro dollar as a result of the Apollo merger. The table shows

the post-tax impact on reported profit and equity (increase/(decrease)) relation to

currency risk, as described above, and does not include the impact of translation risk, as

described in note 22. A 5 cent change is considered a reasonable possible change based

on prior year movements.

2023

$000’s

2022

$000’s

Post-tax impact on reported profit and equity of:

A 5 cent increase in the NZ dollar vs the AU dollar100(1)

A 5 cent increase in the NZ dollar vs the US dollar 16324

A 5 cent decrease in the NZ dollar vs the AU dollar(200)1

A 5 cent decrease in the NZ dollar vs the US dollar (192)(24)

A 5 cent increase in the AU dollar vs the Pounds sterling(628)-

A 5 cent increase in the AU dollar vs the EU dollar (236)-

A 5 cent decrease in the AU dollar vs the Pounds sterling788-

A 5 cent decrease in the AU dollar vs the EU dollar 287-

OUR FINANCIAL STATEMENTS85

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
28. Financial risk management (continued)

Interest rate risk

The Group’s interest rate risk primarily arises from long-term borrowings, cash and cash

equivalents. Borrowings issued at variable rates expose the Group to cash flow interest

rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.

The Group manages its cash flow interest rate risk by using floating to fixed interest rate

derivative contracts. Such interest rate derivative contracts have the economic effect of

converting borrowings from floating rates to fixed rates. Generally the Group raises

long-term borrowings at floating rates that are lower than those available if the Group

borrowed at fixed rates directly.

Under the interest rate derivative contracts, the Group agrees with other parties to

exchange, at specified intervals (mainly quarterly), the difference between fixed contract

rates and floating rate interest amounts calculated by reference to the agreed notional

principal amounts.

The Group’s borrowings are carried at amortised cost. The borrowings are periodically

contractually repriced and to that extent are also exposed to the risk of future changes

in market interest rates.

The Group maintains cash on overnight deposit in interest bearing bank accounts.

The following tables set out the interest rate repricing profile and current interest rate

of the interest bearing financial assets and liabilities.

As at 30 June 2023

Effective

interest

rate

Floating

$000’s

Fixed up to

1 year

$000’s

Fixed 1-2

years

$000’s

Fixed 2-5

years

$000’s

Fixed >5

years

$000’s

Total

$000’s

Assets

Cash and cash

equivalents0.9%76,794----76,794

0.9%76,794----76,794

Liabilities

Bank borrowings7.4%279,75341,60620,99819,583-361,940

7.4%279,75341,60620,99819,583-361,940

Interest rate

derivative contracts*3.3%-15,63835,09927,9846,58485,305

The effective interest rate of Group borrowings is 7.38% (2022: 8.47%) including the impact

of the interest rate swaps and line fees on facilities.

As at 30 June 2022

Effective

interest

rate

Floating

$000’s

Fixed up to

1 year

$000’s

Fixed 1-2

years

$000’s

Fixed 2-5

years

$000’s

Fixed >5

years

$000’s

Total

$000’s

Assets

Cash and cash

equivalents-%38,816----38,816

-%38,816----38,816

Liabilities

Bank borrowings8.5%--97,298--97,298

8.5%--97,298--97,298

Interest rate

derivative contracts*3.3%-20,20115,28955,847-91,337

* Notional contract amounts and include forward starting interest rate swaps.

Interest rate sensitivity

At year end the floating bank borrowings and cash deposits were subject to interest

rate sensitivity risk. The remaining borrowings are fixed using interest rate derivative

contracts. If the Group’s floating borrowings and deposits year end balances remained

the same throughout the year and interest rates moved by 1.0% then the impact on

profitability and equity is as follows:

2023

$000’s

2022

$000’s

Pre-tax impact of:

An increase in interest rates of 1%(2,212)(112)

A decrease in interest rates of 1%2,212112

OUR FINANCIAL STATEMENTS86

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
28. Financial risk management (continued)

At year-end the value of interest rate derivative contracts used as cash flow hedges were

subject to interest rate risk in relation to the value recognised in equity. If interest rates

moved by 1.0% across the yield curve then the impact on the fair value of the swaps on

equity is shown in the following table. A movement of 1%, or 100bps, is considered by

management as a reasonable estimate of a possible shift in interest rates for the year

based on historical movements. There is ($38k) of ineffective interest rate swaps

recognised in the income statement in relation to the valuation of the interest rate

swaps (2022: $55K). The remaining interest rate swaps were effective as at 30 June 2023.

Hedge ineffectiveness for interest rate swaps is assessed using the same principles as

for hedges of foreign currency purchase. It may occur due to:

• The credit value/debit value adjustment on the interest rate swaps which is not

matched by the loan, and

• Differences in critical terms between the interest rate swaps and loans.

2023

$000’s

2022

$000’s

Post tax impact on equity of a 1% move in interest rates

An increase in interest rates of 1% across the yield curve9321,104

A decrease in interest rates of 1% across the yield curve(965)(1,122)

Credit risk

The Group has a concentration of credit risk in respect of the amount outstanding from

the buy-back fleet arrangement. The Group has no other significant concentrations of

credit risk. Policies are in place to ensure that wholesale sales of products and other

receivables arising are made to customers with an appropriate credit history. Sales to retail

customers are made in cash or via major credit cards. Derivative contract counterparties

and cash on deposit are limited to quality financial institutions in accordance with the

Board’s approved treasury policy.

The Group considers its maximum exposure to credit risk as follows:

2023

$000’s

2022

$000’s

Cash and cash equivalents76,79438,816

Trade receivables (net of impairment provision)38,49215,148

Other receivables7,4934,588

Receivable under buy-back arrangement7,0248,495

129,80367,047

The Group has numerous credit terms for various customers. The terms vary from cash,

monthly and greater depending on the service and goods provided and the customer

relationship. Collateral is not normally required. All trade receivables are individually

reviewed regularly for impairment as part of normal operating procedures and, where

appropriate, a provision is made. Trade receivables less than three months overdue are

not considered impaired. Overdue amounts that have not been provided for, relate to

customers that have a reliable trading credit history and no recent history of default.

Notes

2023

$000’s

2022

$000’s

Trade receivable analysis

Debtors past due15,5941,741

Impairment provision(375)(257)

Debtors past due but not impaired15,2191,484

Debtors current23,27413,664

Total trade debtors

2438,49215,148

2023

$000’s

2022

$000’s

Ageing of debtors past due

1-30 days12,014640

31-60 days2,856452

61-90 days85202

91+ days639447

Total debtors past due15,5941,741

There is no overdue balance in other receivables and receivables under buy-back

arrangements as at 30 June 2023 (2022: nil).

OUR FINANCIAL STATEMENTS87

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
28. Financial risk management (continued)

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable

securities, the availability of funding through an adequate amount of credit facilities and

the ability to close out market positions. Due to the dynamic nature of the underlying

businesses, Group Treasury aims to maintain flexibility in funding by rolling the draw

downs on a short-term basis and keeping credit lines available.

The table below analyses the Group’s financial liabilities into relevant maturity groupings

based on the remaining period at the reporting date to the contractual maturity date.

The amounts disclosed are the contractual undiscounted cash flows.

Year ended 30 June 2023

Up to 1 year

$000’s

Between 1-2

years

$000’s

Between 2-5

years

$000’s

Greater than

5 years

$000’s

Total

$000’s

Carrying

value

$000’s

Trade and other

payables64,170---64,17064,170

Interest bearing loans

and borrowings171,837187,285123,428-482,550361,940

Lease liabilities27,98325,06557,04496,089206,181159,929

Interest rate and foreign

currency derivative

contracts*(1,219)(918)(1,621)(806)(4,564)(2,843)

262,771211,432178,85195,283748,337583,196

Year ended 30 June 2022

Up to 1 year

$000’s

Between 1-2

years

$000’s

Between 2-5

years

$000’s

Greater than

5 years

$000’s

Total

$000’s

Carrying

value

$000’s

Trade and other

payables29,114---29,11429,114

Interest bearing loans

and borrowings (other

than convertible

preference shares)5,401102,0352,369-109,80597,298

Lease liabilities9,8977,33519,64845,73982,61982,619

Interest rate and foreign

currency derivative

contracts*2,7292,1512,8546178,35160

47,141111,52124,87146,356229,889209,091

* The amounts expected to be payable on a net basis in relation to the interest rate swaps have been estimated using

forward interest rates applicable at the reporting date.

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to

continue as a going concern in order to provide returns for shareholders and benefits for

other stakeholders and maintain an optimal capital structure to reduce the cost of capital.

The Group considers capital to be share capital and interest bearing debt. To maintain or

alter the capital structure the Group has the ability to review the amount of dividends paid

to shareholders, return capital to shareholders, issue new shares, reduce or increase debt

or sell assets.

There are a number of externally imposed bank covenants required as part of seasonal

and term debt facilities. These covenants are calculated monthly and reported to banks

quarterly. The most significant covenants relating to capital management are Net Interest

Bearing Debt to EBITDA ratio, and an Equity to Total Assets ratio (net of intangible assets)

(note 23). There have been no breaches or events of review for the current or prior period.

Seasonality

The tourism industry is subject to seasonal fluctuations with peak demand for tourism

attractions and transportation over the summer months. The operating revenue and

profits of the Group’s segments are disclosed in note 1. New Zealand and Australia’s profits

are typically generated over the southern hemisphere summer months and the United

States, Canada and the United Kingdom and Europe’s profits are typically generated over

the northern hemisphere summer months. Due to the seasonal nature of the businesses,

the risk profile at year end is not representative of all risks faced during the year.

OUR FINANCIAL STATEMENTS88

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
29. Derivative financial instruments

Derivative financial instruments and hedging activities

The Group enters into interest rate swaps and other derivatives to hedge interest rate risk.

Derivatives are initially recognised at fair value on the date a derivative contract is entered

into and are subsequently remeasured at their fair value at the end of each reporting

period. The method of recognising the resulting gain or loss depends on whether the

derivative is designated as a hedging instrument and, if so, the nature of the item being

hedged. The Group designates certain derivatives as hedges of a particular risk

associated with a recognised asset or liability or a highly probable forecast

transaction (cash flow hedge).

The Group documents, at the inception of the transaction, the relationship between

hedging instruments and hedged items, as well as its risk management objectives and

strategy for undertaking various hedge transactions. The Group also documents its

assessment, both at hedge inception and on an ongoing basis, of whether the derivatives

that are used in hedging transactions are highly effective in offsetting changes in fair

value or cash flows of hedged items.

Movements on the hedging reserve in shareholders’ equity are shown in note 22. The

full fair value of hedging derivatives is classified as a non-current asset or liability if the

remaining maturity of the hedged item is more than 12 months, and as a current asset

or liability if the remaining maturity of the hedged item is less than 12 months. Trading

derivatives are classified as a current asset or liability.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and

qualify as cash flow hedges are recognised in equity. The gain or loss relating to the

ineffective portion is recognised immediately in the income statement. The gain or loss

relating to the interest rate swaps are recognised in interest expense.

Amounts accumulated in equity are recycled in the income statement in the periods

when the hedged item affects profit or loss (for instance when the forecast sale that

is hedged takes place). The gain or loss relating to the effective portion of interest rate

swaps hedging variable rate borrowings is recognised in the income statement within

‘finance expenses’. The gain or loss relating to the effective portion of forward foreign

exchange contracts hedging export sales is recognised in the income statement within

‘sales’. However, when the forecast transaction that is hedged results in the recognition

of a non-financial asset (for example, inventory) or a non-financial liability, the gains and

losses previously deferred in equity are transferred from equity and included in the initial

measurement of the cost of the asset or liability.

When a hedging instrument expires or is sold, or when a hedge no longer meets

the criteria for hedge accounting, any cumulative gain or loss existing in equity at that

time remains in equity and is recognised when the forecast transaction is ultimately

recognised in the income statement. When a forecast transaction is no longer expected

to occur, the cumulative gain or loss that was reported in equity is immediately transferred

to the income statement.

20232022

Assets

$000’s

Liabilities

$000’s

Assets

$000’s

Liabilities

$000’s

Interest rate swaps -

current portion6--15

Foreign currency swaps -

current portion415---

Cash flow hedges - total

current portion421--15

Interest rate swaps - non

current portion2,422-45345

Total cash flow hedges2,843-45360

The ineffective portion recognised in the profit or loss that arises from cash flow hedges

in 2023 amounts to ($93k) (2022: $55K).

Interest rate swaps

The notional principal amounts of the outstanding interest rate swap contracts at 30 June

2023 were $63,309k (2022: $83,290k).

At 30 June 2023, the fixed interest rates vary from 2.39% to 4.57% (2022: 2.29% to 4.86%).

The liquidity table in note 28 identifies the periods in which the cash flows are expected

to occur.

30. Fair value measurement

Fair values

The carrying amount of financial assets and financial liabilities recorded in the financial

statements approximates their fair values:

• Derivative financial instruments are carried at fair value as discussed below.

• Receivables and payables are short-term in nature and, therefore, approximate

fair value.

• Interest bearing liabilities re-price at least every 90 days and, therefore, approximate

fair value.

OUR FINANCIAL STATEMENTS89

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
30. Fair value measurement (continued)

Financial instruments of the Group that are measured in the statement of

financial position at fair value are classified by level under the following fair value

measurement hierarchy:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted prices included within Level 1 that are observable for

the asset or liability, either directly (that is, as prices) or indirectly (that is, derived

from prices).

Level 3 Inputs for the asset or liability that are not based on observable market data

(that is, unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is

categorised is determined on the basis of the lowest input to the fair value measurement.

If a fair value measurement uses observable inputs that require significant adjustment

based on unobservable inputs, the measurement is a Level 3 measurement.

The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy

levels as of the date of the event or change in circumstances that caused the transfer.

As at 30 June 2023 the Group’s assets and liabilities measured at fair values are issued

shares in Camplify Holdings Limited (CHL) which are classified within Level 1 of the fair

value hierarchy (note 20) and derivative financial instruments which are classified within

Level 2 of the fair value hierarchy (2022: Level 2). During the year and following the issue of

2,023,611 ordinary CHL shares in May 2023 in relation to tranche 2 deferred consideration,

$3.6 million was transferred from Level 3 to Level 1. There were no other transfers of

financial instruments between levels of the fair value hierarchy during the year.

The fair value of derivative financial instruments is calculated using quoted prices. Where

such prices are not available, use is made of discounted cash flow analysis using the

applicable yield curve or available forward price data for the duration of the instruments.

The following inputs are used for fair value calculations of derivatives:

Interest rate forward price curve– Published market swap rates

Foreign exchange forward prices– Published spot foreign exchange rates and interest

rate differentials

Discount rate for valuing interest

rate derivatives

– The discount rates used to value interest rate

derivatives are published market interest rates as

applicable to the remaining life of the instrument

Discount rate for valuing forward foreign

exchange contracts

– The discount rates used to value interest rate

derivatives are published market interest rates as

applicable to the remaining life of the instrument

There were no changes to these valuation techniques during the period.

Section F – Other

In this section

This section includes the remaining information relating to thl’s consolidated financial

statements which is required to comply with financial reporting standards.

31. Related party transactions

Key management compensation

2023

$000’s

2022

$000’s

Salaries and other short-term employee benefits6,6654,457

Share based payments benefits8051,614

Total positions included in key management compensation are 16 (2022: 13).

Executive management do not receive any Directors’ fees as Directors of subsidiary

companies.

Directors’ fees

2023

$000’s

2022

$000’s

Directors’ fees642697

Shares issued in lieu of cash

At the 2013 Annual Meeting of shareholders, shareholder approval was obtained for thl

to issue shares in whole or in part payment of Directors’ remuneration. For the period

to 31 March 2023, Rob Hamilton elected to receive 25% of his Director fees in shares. Rob

Campbell, former Director who resigned in June 2022, received 50% of his Director fees

in shares for the period 1 April to 30 June 2022. The shares were issued in October 2022.

Shares issued in lieu of Directors’ fees are as follows:

Shares 000’sValue $000’s

2023202220232022

Shares issued in lieu of cash16554999

Shares to be issued to Directors at 30 June---28

OUR FINANCIAL STATEMENTS90

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
31. Related party transactions (continued)

Schork Family

As part of the consideration for the acquisition of El Monte Rents Inc, the Group issued

3,384,266 ordinary shares to entities associated with the Schork family. An entity

associated with the Schork family provides warranties to customers of El Monte Rents Inc

- the total amount paid by customers during 2023 was $55k (2022: $256k). At the time of

the acquisition, the Group entered into a number of property lease agreements with

entities associated with the Schork family. The leases are in relation to branches used

by El Monte RV. The cost of the leases are set out in the table below:

2023

$000’s

2022

$000’s

Total lease payments3,6843,204

Trouchet Family

As a result of the merger with Apollo on 30 November 2022, Luke Trouchet held an interest

of 27,910,023 ordinary shares via a number of holding companies and intermediary trusts.

Luke is an Executive Director of Tourism Holdings Limited.

The following transactions occurred with the Trouchet family and related entities during

the period:

June 23

7 months

Revenue

June 23

Receivables

Sale of goods and services:

thl manufactured vehicles sold to Caravans Away Pty Ltd

(Director-related entity of L Trouchet)1,805,780924,577

Servicing and repairs sold to Caravans Away Pty Ltd (Director-

related entity of L Trouchet)43,7094,381

Administration fees received f rom Caravans Away Pty Ltd

(Director-related entity of L Trouchet)2,161-

Administration fees paid RV Boss Pty Ltd (Director-related

entity of L Trouchet)2,161-

ExpensePayables

Payment for other expenses:

Rental expenses paid to Eastglo Pty Ltd (Director-related entity

of L Trouchet)156,304-

Rental expenses paid to KL One Trust (Director-related entity

of L Trouchet)72,780-

Advertising expenses paid to RV Boss Pty Ltd (Director-related

entity of L Trouchet)57,366-

Annual salary paid to A Trouchet inclusive of superannuation

(a related party of L Trouchet)29,378-

OUR FINANCIAL STATEMENTS91

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
32. Share-based payments

Share scheme

Share scheme 2017

In the 2017 financial year the Group introduced an equity-settled, share-based

long-term incentive plan for the Chief Executive and other senior executives under

which the Group receives services from the executives as consideration for Options

to purchase ordinary shares of the Group. The fair value of the employee services

received in exchange for the grant of the Options is recognised as an expense in

the income statement. The total amount expensed is determined by reference to

the fair value of the Options granted.

Amounts accumulated in the employee share scheme reserve are transferred to

share capital on the exercise of the Options or to retained earnings where they are

forfeited. At the end of each reporting period, the Group revises its estimates of

the number of Options that are expected to vest based on the non-market vesting

conditions. It recognises the impact of the revision to original estimates, if any, in

the income statement, with a corresponding adjustment to the employee share

scheme reserve.

The terms of the 2017 scheme are contained in a document entitled ‘The Rules of the

Tourism Holdings Long-term Incentive Scheme 2017’:

(1) Options to purchase ordinary shares are issued to executives by the Board.

(2) The option price is set based on the volume weighted average price of Tourism Holdings

Limited ordinary shares over the 20 days leading up to the grant date.

(3) The options can be exercised at the election of the employee after a minimum of two

years f rom the grant date. A maximum of one third of the options can be exercised after

two years, two thirds after three years and all options can be exercised after four years.

After six years, the options lapse and there is no further right to exercise. The exercise

price payable by the executive is the option price plus a cost of equity adjustment for

two years, less dividends paid for two years.

(4) The participants holding options have no interest in the ordinary shares that are the

subject of the options, until the options are exercised and ordinary shares issued.

(5) Valuation of the options for accounting purposes is done by KPMG using the Binomial

Option Pricing Model. The assessed value is charged to the income statement over

the life of the scheme/option with a corresponding credit to the employee share

scheme reserve.

OUR FINANCIAL STATEMENTS92

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
32. Share-based payments (continued)

Movements in options granted under the 2017 scheme are as follows:

Grant

date

Average

exercise price

Issue

Price

2023

Grant

2022

Grant

2021

Grant

2020

Grant

2019

Grant

2018

Grant

2017

Grant

Total

Options

At 30 June 2021--2,155,0001,080,000815,000679,999853,3335,583,332

Options granted 7 April 2022 $2.84$2.84-1,522,000-----1,522,000

Options cancelled$3.71--(80,000)(85,000)(80,000)(93,333)(80,000)(418,333)

At 30 June 2022$3.05-1,522,0002,075,000995,000735,000586,666773,3336,686,999

Options granted 10 May 2023 $4.09$4.091,706,000------1,706,000

Options converted$1.29---(288,332)---(288,332)

Options cancelled$3.84------(773,333)(773,333)

At 30 June 2023$3.281,706,0001,522,0002,075,000706,668735,000586,666-7,331,334

2023

$000’s

2022

$000’s

2021

$000’s

2020

$000’s

2019

$000’s

2018

$000’s

2017

$000’s

Fair value at grant date1,428700778508403407-

Exercise price$4.09$2.83$2.79$1.57$5.68$7.00-

Expiry date10 May 20297 April 20286 April 20271 April 20263 April 20253 April 20243 April 2023

The weighted average remaining contractual life of options at 30 June 2023 was 3.9 years (30 June 2022: 3.9 years).

The weighted average share price at the date of exercise of the options exercised during the year ended was $3.37 (2022: not applicable).

The exercise price payable for the 2022 and 2023 options will be calculated as the issue price less dividends paid for two years, plus a cost of equity adjustment for two years.

The fair value of the share transfer rights is calculated using the Binomial Option Pricing Model and is being amortised over the life of the share transfer rights. The 2023 expense

of $650k (2022: $423k) will accumulate in the employee share scheme reserve.

In arriving at the fair value of the share transfer rights under the Binomial Option Pricing Model the following inputs have been used:

20232022

Issue price$4.09$2.84

Forecast dividend yield over the life of the transfer rights3.60%4.50%

Risk f ree rate of interest over the exercise period of the share transfer rights4.73%2.48%

Volatility of Tourism Holdings Limited share price returns mid point32.50%32.50%

Cost of equity adjustment11.50%11.98%

OUR FINANCIAL STATEMENTS93

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
32. Share-based payments (continued)

Share scheme 2020

In the 2021 financial year the Group introduced an equity-settled, share-based

short-term retention plan in lieu of the cash based short-term incentive scheme

for employees that are eligible per the terms of their employment.

Under the 2020 Scheme, the Group receives services from employees as

consideration for (a) Share Options to purchase ordinary shares of Tourism

Holdings Limited at a pre-determined exercise price, and/or (b) Share Rights

that can be exercised for the issue of ordinary shares of Tourism Holdings

Limited, with no exercise price. The fair value of the employee services received

in exchange for the grant of the Share Options and Share Rights is recognised as

an expense in the income statement, with a corresponding increase in equity.

The total amount to be expensed is determined by reference to the fair value of the

Share Options and Share Rights granted. Amounts accumulated in the employee

share scheme reserve are transferred to share capital on the exercise of the Share

Options and Share Rights, or to retained earnings where they are forfeited or not

exercised after the vesting date. At the end of each reporting period, the Group

revises its estimate of the number of Share Options and Share Rights that are

expected to vest based on the non-market vesting conditions. It recognises

the impact of the revision to original estimates, if any, in the income statement,

with a corresponding adjustment to the employee share scheme reserve.

The terms of the 2020 Scheme are contained in a document entitled the ‘Tourism Holdings

Short-term Incentive Scheme 2020’ (Scheme 2020):

1. Share Options to purchase ordinary shares, and Share Rights that can be exercised

for the issue of ordinary shares, are issued to eligible employees by the Board.

2. The Share Option price is equal to the volume weighted average price of Tourism

Holdings Limited ordinary shares over the 20 trading days leading up to the date on

which the offer is provided.

3. 50% of the Share Options and Share Rights vest 12 months after the grant date, and

the remaining 50% vest 24 months after the grant date. After the Share Options and

Share Rights have vested, they can be exercised by the employee by giving notice to

the Group.

4. The Share Rights lapse if not exercised by the employee by the latter of:

(a) sixty (60) days after the applicable vesting date; and

(b) the end of the calendar year in which the vesting date occurred.

The Share Options lapse if not exercised by the employee within six years of the grant date.

5. The exercise price payable by the employee for the Share Rights is nil. The exercise

price payable by the employee for the Share Options is the option price.

6. The participants holding Share Rights and Share Options have no interest in the

ordinary shares that are the subject of the Share Options or Share Rights, until

the Share Options or Share Rights are exercised and ordinary shares issued.

7. A valuation of the Share Options for accounting purposes is done by KPMG using

the Binomial Option Pricing Model. The assessed value is charged to the income

statement over the life of the option with a corresponding credit to the employee

share scheme reserve.


OUR FINANCIAL STATEMENTS94

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
32. Share-based payments (continued)

Movements in share rights granted under the 2020 scheme are as follows:

Grant dateIssue Price*

2022

Grant

2021

Grant

Total

Rights

Opening Balance-939,630939,630

Rights granted5 July 2021$2.55884,835-884,835

Rights converted-(469,834)(469,834)

Rights cancelled(43,802)(19,559)(63,361)

As at 30 June 2022841,033450,2371,291,270

Rights converted(466,544)(450,237)(916,781)

Rights cancelled(23,726)-(23,726)

At 30 June 2023350,763-350,763

* This is also the fair value per right at grant date.

The 2023 expense of $505k (2022: $1,115k) will accumulate in the employee share

scheme reserve. The remaining rights of 350,763 were all converted and or cancelled in

July 2023.

Movements in share options granted under the 2020 scheme are as follows:

Grant

date

Average

exercise

price

Issue

Price

2022

Grant

2021

Grant

Total

Options

Opening Balance-672,835672,835

Options granted5 July 2021$2.55$2.55796,232-796,232

Options converted$2.05-(93,982)(93,982)

Options cancelled$2.00-(17,314)(17,314)

At 30 June 2022$2.33796,232561,5391,357,771

Options granted---

Options converted$2.13(57,624)(187,405)(245,029)

Options cancelled$2.55(11,108)-(11,108)

At 30 June 2023$2.37727,500374,1341,101,634

2022

000’s

2021

000’s

Fair value at grant date*533414

Exercise price per option $2.55$2.01

* - 2022 Grant: 727,500 options expire on 5 July 2027

- 2021 Grant: 76,668 options expire on 13 September 2026

- 2021 Grant: 297,466 options expire on 5 July 2026

The share options will lapse within 4 years if not exercised by the employee by 5 July 2027.

The weighted average share price at the date of exercise of the options exercised during

the year ended was $3.21 (2022: $2.97).

The 2023 expense of $117k (2022: $380k) will accumulate in the executive share

scheme reserve.

In arriving at the fair value of the share transfer rights under the Binomial Option Pricing

Model the following inputs have been used:

20232022

Risk f ree rate of interest over the exercise period of the share

transfer rights4.73% 2.48%

Volatility of Tourism Holdings Limited share price returns

mid point32.50%32.50%

OUR FINANCIAL STATEMENTS95

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
33. Reconciliation of net profit/(loss) after tax with cash flows

f rom operating activities

In accordance with NZ IAS 7 the Group classifies cash flows from the sale and

purchase of rental assets as operating cash flows. Where the timing of receipts

and payments is of a short-term nature, the cash flows are presented on a

net basis.

Notes

2023

$000’s

2022

$000’s

Net profit/(loss) after tax49,858(2,119)

Plus/(less) non-cash items:

Depreciation of property, plant and equipment

1149,86734,739

Depreciation of right-of-use assets

1217,2649,967

Amortisation of fixed term intangibles2,4751,850

Amortisation of executive share scheme

321,2263,038

Movement in deferred taxation5,0855,008

Decrease in provision for doubtful debts91(883)

Interest(712)264

Impairment of goodwill and assets-1,135

Share of (profit) f rom joint venture and associates(812)(1,105)

Non-cash Directors' remuneration49128

Fair value (gain)/loss on financial assets at FVPL(5,106)(282)

Accounting gain on mighway & SHAREaCAMPER sale-(5,381)

Loan forgiveness - Other borrowings-2,267

Total non-cash items69,42750,745

Notes

2023

$000’s

2022

$000’s

Plus/(less) items classified as investing activities:

Net loss on sale of property, plant and equipment(10,429)192

Net gain recognised in relation to the Togo sale-(1,326)

Total items classified as investing activities(10,429)(1,134)

Reclassification of cash flows associated with

rental assets

Net book value of rental assets sold124,130120,596

Purchase of rental assets(312,082)(164,465)

Total cash flows associated with rental assets(187,952)(43,869)

Trading cash flow(79,096)3,623

Plus/(less) movements in working capital:

(Decrease)/increase in trade payables excluding

rental assets7,697(9,452)

(Decrease)/increase in revenue received in advance25,27012,081

(Decrease)/increase in provision for taxation16,705(9,255)

(Decrease)/increase in employee benefits3,061705

(Increase)/decrease in trade and other receivables(14,119)618

(Increase)/decrease in inventories(20,945)(19,939)

Total movements in working capital17,669(25,242)

Net cash flows used in operating activities(61,427)(21,619)

OUR FINANCIAL STATEMENTS96

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
33. Reconciliation of net profit/(loss) after tax with cash flows f rom

operating activities (continued)

Net debt reconciliation

This section sets out an analysis of net debt and the movements in the net debt.

2023

$000’s

2022

$000’s

Cash and cash equivalents76,79438,816

Total cash and cash equivalents76,79438,816

Borrowings, short-term(111,225)-

Borrowings, long-term(250,715)(97,298)

Lease liabilities, short-term(20,703)(9,898)

Lease liabilities, long-term(139,226)(72,721)

Net debt(445,075)(141,101)

Cash and cash equivalents76,79438,816

Gross debt(521,869)(179,917)

Net debt(445,075)(141,101)

Cash and cash equivalents includes cash on hand, cheques, deposits held at call with

financial institutions and bank overdrafts.

There is no restricted cash as at 30 June 2023 (2022: nil).

AssetsLiabilities from financing activities

Cash/bank

overdraft

$000’s

Borrowings due

within one year

$000’s

Borrowings due

after one year

$000’s

Total

$000’s

Balance at 1 July 202138,087 (8,912) (151,138) (121,963)

Cash flow(2,354)125 (12,899) (15,128)

Foreign exchange

adjustment3,083 158 2,102 5,343

Non-cash movement -

lease liabilities - 769 (10,122) (9,353)

Net debt at 30 June 2022 38,816 (7,860) (172,057) (141,101)

Balance at 1 July 2022 38,816 (7,860) (172,057) (141,101)

Cash flow35,780 - (16,868) 18,912

Foreign exchange

adjustment2,198 (2,038) (1,746) (1,586)

Non-cash movement -

Apollo and Just go step

acquisition - (111,225) (132,765) (243,990)

Non-cash movement -

lease liabilities - (10,805) (66,505) (77,310)

Net debt at 30 June 2023 76,794 (131,928) (389,941)(445,075)

OUR FINANCIAL STATEMENTS97

thl INTEGRATED ANNUAL REPORT 2023

Notes to the consolidated financial statements (continued)
34. Deferred income tax

Deferred income tax assets are recognised for tax loss carry-forward to the extent that

the realisation of the related tax benefit through future taxable profits is probable.

Deferred income tax assets and liabilities are offset when there is a legally

enforceable right to offset current tax assets against current liabilities and

when the deferred income tax relates to the same fiscal authority.

The gross movement on the deferred income tax account is as follows:

2023

$000’s

2022

$000’s

Beginning of the year 16,077 9,032

Balance recognised and assumed f rom

business combinations* 18,482 -

Income statement charge - intangible (207) -

Income statement charge - provision (4,901) 620

Income statement charge - property, plant and equipment 13,280 15,907

Tax losses (6,215) (12,254)

Tax charged to equity (333) 2,115

Other 804 657

End of the year36,98716,077

2023

$000’s

2022

$000’s

Amounts recognised in income statement

Provisions (13,048) (3,849)

Prepayment 1,111 133

Property, plant and equipment 92,536 54,836

Intangibles 5,967 -

Tax losses* (45,843) (33,845)

Leases (4,006) (2,405)

Other - Kiwi Experience reclassified to asset held for sale - 207

Amounts recognised directly in equity

Derivative financial instruments and share-based payments 270 1,000

Net deferred tax liability36,98716,077

2023

$000’s

2022

$000’s

Deferred tax liabilities 36,987 16,077

Net deferred tax liability 36,987 16,077

* Balances recognised and assumed from business combinations from Just go and Apollo were $2.3 millon and $16.2 millon

respectively (note 17 and 18).

35. Changes in accounting policies and disclosures

Issued standards, not yet effective

In May 2023 New Zealand Accounting Standards Board released an amendment to NZ IAS

1 Presentation of Financial Statements that is effective for the accounting period that

begins on or after 1 January 2024. The amendment applies to the reporting and

classification of liabilities containing covenants. This amendment has not been early

adopted and the potential impact has not yet been assessed.

36. Contingencies

As at 30 June 2023 the Group has bank guarantees of $4.1 million in place

(2022: $1.8 million). Predominantly these are in lieu of bonds paid relating to leased assets.

37. Events after the reporting period

On 28 August 2023, the Directors approved a fully imputed, partially franked dividend of

15 cents per share payable on 29 September 2023.

There are no other events after the reporting period which materially affect the

information within the consolidated financial statements.

OUR FINANCIAL STATEMENTS98thl INTEGRATED ANNUAL REPORT 2023

Independent auditor’s report
Our opinion

In our opinion, the accompanying consolidated financial statements of Tourism Holdings

Limited (the Company), including its subsidiaries (the Group), present fairly, in all material

respects, the financial position of the Group as at 30 June 2023, its financial performance

and its cash flows for the year then ended in accordance with New Zealand Equivalents

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

Reporting Standards (IFRS).

What we have audited

The Group’s consolidated financial statements comprise:

• the consolidated statement of financial position as at 30 June 2023;

• the consolidated income statement for the year then ended;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the consolidated financial statements, which include significant

accounting policies and other explanatory information

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New

Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities

under those standards are further described in the Auditor’s responsibilities for the audit

of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

To the shareholders of Tourism Holdings Limited

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing

and Assurance Standards Board and the International Code of Ethics for Professional

Accountants (including International Independence Standards) issued by the

International Ethics Standards Board for Accountants (IESBA Code), and we have

fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other agreed upon procedure services for the Group in respect of:

the financial information of a subsidiary for the purpose of reporting to one of the Group’s

financiers and the Group’s compliance with banking covenants. In addition, certain

partners and employees of our firm and of the component auditors may deal with the

Group on normal terms within the ordinary course of trading activities of the Group.

A component auditor also completed an agreed upon procedure engagement in respect

of the results of a component for the period prior to acquisition by the Group and other

tax compliance services.

The provision of these other services and relationships have not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current year.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

99

thl INTEGRATED ANNUAL REPORT 2023

Independent auditor’s report

Independent auditor’s report
Description of the key audit matter

Accounting for the acquisition of Apollo Tourism

& Leisure Ltd (Apollo)

The Group acquired Apollo on 30 November 2022 through an

Australian Scheme of Arrangement (the Scheme) as disclosed in

Note 18 Acquisition of Apollo Tourism & Leisure Ltd.

We consider this acquisition to be a key audit matter due to the

significance of this transaction to the Group, the importance of

this matter to the understanding of the financial statements as a

whole and the extent of our audit effort in this area.

The purchase consideration was valued at $213.9m, 99.5% of which

is the value of thl shares issued to Apollo shareholders and the

remainder being the value of Apollo shares previously held by thl.

As a result of the acquisition, the Group acquired total assets of

$458.5 million, total liabilities of $346.4 million and provisional

goodwill of $101.8 million. The fair value of intangible assets arising

from the acquisition and deferred tax have been determined on a

provisional basis. Therefore the goodwill also remains provisional

and has yet to be allocated to the cash generating units. These will

be completed within 12 months from the acquisition date.

How our audit addressed the key audit matter

We read the relevant documents such as the Scheme

Implementation Deed, Scheme of Arrangement and

Deed Poll to understand the key terms and conditions

of the acquisition. We also held discussions with

management to understand the acquisition, including

processes and controls implemented by management

in relation to the acquisition accounting.

We reviewed management’s accounting paper

outlining their assessment of:

• how this transaction meets a business acquisition in

accordance with the requirements of the standard;

• who and how the acquirer has been identified;

• how the acquisition date has been determined;

• the consideration;

• the basis of recognising and measuring the

identifiable assets acquired and the liabilities

assumed; and

• the qualitative factors that make up the provisional

goodwill recognised.

We challenged the assessments made by

management, as noted above, and obtained

appropriate supporting documentation, where we

determined it necessary.

In validating the fair value assigned to the shares

issued to Apollo shareholders as consideration, we

compared the price per share to the market share price

on acquisition date and recalculated the total value of

the shares issued as consideration.

In validating the fair value of the assets acquired and

the liabilities assumed at acquisition date, we

performed the following procedures, among others:

• on a sample basis, tested the opening book values

of the assets and liabilities, including verification of

the existence and condition of vehicles through

attendance at physical counts conducted by

management as close as practicable to the

acquisition date;

• gained an understanding of the valuation approach

and methodology undertaken, challenged key

assumptions used by management to measure the

fair value of assets and liabilities acquired, and for

such assets and liabilities wherein measurement

has been finalised, we tested material values on a

sample basis; and

• recalculated the provisional goodwill.

We reviewed and assessed the adequacy of the

disclosures made in the consolidated

financial statements.

Description of the key audit matter

Classification and presentation of borrowings from new and

amended funding arrangements

As a result of the Apollo acquisition, the Group renegotiated and

consolidated its banking facilities with new and existing financiers.

As at 30 June 2023, total borrowings were $361.9 million, which

comprises syndicated bank borrowings, asset or floor plan finance

and other loans as disclosed in Note 23 Interest bearing loans and

borrowings. The Group has total committed debt funding facilities

of $719.9 million from various financiers with different financial

covenant requirements.

There were a number of finance arrangements across the Group

that were new or renegotiated during the year.

We consider this a key audit matter because of the significance

of this change to the financing arrangements of the Group,

impacting the presentation of borrowings and the number of

arrangements that need to be monitored for covenant compliance.

How our audit addressed the key audit matter

We obtained an understanding of the controls

implemented by management over the process of

refinancing the Group’s debt and assessed whether

they were appropriately designed and implemented.

We read a sample of new and amended facility

arrangements, understood the terms and conditions,

including the covenant requirements and

undertakings.

In validating the borrowings reported at balance date,

on a sample basis, we agreed the amounts to

confirmations provided by various financiers and

assessed the appropriateness of the classification of

the borrowings between current and non-current in

accordance with the terms of the arrangements.

We obtained management’s assessment of covenant

compliance as of balance date, and on a sample basis,

tested the reliability of the data used to calculate the

covenants, and reperformed the covenant calculations

as at 30 June 2023.

We reviewed and assessed the adequacy of disclosures

made in the consolidated financial statements.

100

thl INTEGRATED ANNUAL REPORT 2023

Independent auditor’s report

Independent auditor’s report
Description of the key audit matter

Goodwill impairment assessment of United States Rentals

and UK/Europe Rentals

As disclosed in Note 16 Intangible assets, as at 30 June 2023, the

Group had $35 million of goodwill relating to the United States

Rentals cash generating unit (CGU) and $12 million of goodwill

relating to the UK/Europe Rentals (Just go) CGU, a recently

completed business step acquisition.

The Group performs an impairment assessment annually, or more

frequently if events or circumstances indicate that the carrying

value may be impaired. An impairment loss is recognised if the

carrying amount of the CGU, to which the goodwill relates, exceeds

its recoverable amount. The recoverable amount was based on a

value in use method using a discounted cash flow model.

Significant assumptions used by management in the discounted

cash flow model included the following:

• discount rate;

• terminal growth rate;

• yield;

• vehicle sales margin.

No impairment was recognised as a result of the 30 June 2023

impairment test.

The impairment assessment was a key focus area of our audit due

to the inherent judgement in assessing impairments and the

subjectivity in the assumptions applied by management and the

Board in their discounted cash flow models.

How our audit addressed the key audit matter

We obtained an understanding of the controls

implemented by management over the impairment

assessments and considered whether they were

appropriately designed and implemented.

In considering the impairment assessments for each

CGU, we performed the following:

• obtained the Group’s impairment assessment and

model and held discussions with management to

understand:

.the Group’s strategy;

.the current performance of each CGU and the

forecasts; and

.the basis for determining the key assumptions

used in the impairment models.

• considered whether the methodology applied was

appropriate and tested the mathematical accuracy

of the impairment models;

• for United States Rentals, compared the actual

results to forecast performance for the past three

financial years, understood reasons for deviations,

analysed key trends and considered the impact on

our assessment of forecast earnings including

sensitivities, as relevant;

• for UK/Europe Rentals, compared the actual nine

month results to forecast performance used in the

enterprise value analysis at the time of acquisition,

analysed key trends and considered the impact on

our assessment of forecast earnings including

sensitivities, as relevant;

• considered the actual results for the month of July

2023 against forecast; and

• engaged our auditor’s valuation expert to:

.assess the valuation methodology underlying the

impairment analysis including the mechanical

calculation of the impairment models; and

.assess the reasonableness of the discount rate,

terminal value methodology and assumptions for

each assessment.

We assessed the adequacy of disclosures, including

the sensitivity analysis, in the consolidated

financial statements.

101

thl INTEGRATED ANNUAL REPORT 2023

Independent auditor’s report

Independent auditor’s report
Description of the key audit matter

Residual values and depreciation rates for motorhomes

The Group generates revenue from motorhomes through rental

revenue and the sale of motorhomes from its ex-rental fleet that

have been reclassified to inventory.

As disclosed in Note 11 Property, plant and equipment, the net

book value of motorhomes at 30 June 2023 was $623.7 million,

after $44.8 million of depreciation charged for the year. The total

net book value of motorhomes reclassified to inventory at balance

date was $33.5 million. As disclosed in Note 2 Revenue, the Group

sold motorhomes during the year for $356.9 million with cost of

sales of $257.7 million.

The method of estimating the depreciation rate, which includes an

estimation of residual values, is detailed in Note 11.

The estimation of an appropriate depreciation rate for

motorhomes directly affects both depreciation expense and the

net book value of ex-rental fleet reclassified to inventory, and can

therefore have a significant impact on both the current and future

profit of the Group. This is why we have given this area specific

audit focus and attention.

How our audit addressed the key audit matter

We obtained an understanding of the controls

implemented by management over their review of

residual values and depreciation rates and assessed

whether they were appropriately designed

and implemented.

We performed the following audit procedures to

assess the judgements made by management in

determining the residual values and depreciation rates

for motorhomes:

• updated our understanding of the relevant business

processes and management’s annual assessment of

motorhomes’ residual values and depreciation rates;

• considered whether the methodology applied and

data used were consistent with the prior period;

• tested the mathematical accuracy of the

calculations supporting management’s analysis;

• for a sample of motorhomes sold during the year,

tested the sales proceeds and the carrying amount

(i.e. the depreciated net book value at time of sale);

• compared the actual sales margin and depreciation

rates achieved during the year to historical and

forecasted results. Where actual results deviate

from historical and/or forecasted results, we

understood the underlying reasons and considered

the potential impact on current and future

depreciation rates;

• assessed whether depreciation rates applied were

consistent with the accounting policy and tested

the depreciation charge for reasonableness; and

• considered whether any bias was evident.

We assessed the adequacy of disclosures, including

the sensitivity analysis, in the consolidated

financial statements.

102

thl INTEGRATED ANNUAL REPORT 2023

Independent auditor’s report

Independent auditor’s report
Our audit approach

Overview

Overall group materiality: $6,700,000, which represents

approximately 1% of total revenue.

We chose total revenue because, in our view, it is a more stable

benchmark given that it is less impacted by any one-off items

as a result of the acquisition of Apollo during the year. Revenue

is also a commonly used performance measure and is a

generally accepted benchmark.

We identified subsidiaries and divisions that, due to their

significant financial contribution to the Group’s overall results,

required a full-scope audit. In addition, we performed specific

audit procedures on certain balances and transactions of

certain subsidiaries and divisions. Audits of each subsidiary or

division are performed at a materiality level calculated with

reference to a proportion of the Group materiality relative to

the financial significance of that subsidiary or division.

As reported above, we have four key audit matters, being:

• Accounting for the acquisition of Apollo Tourism & Leisure Ltd (Apollo)

• Classification and presentation of borrowings from new and amended

funding arrangements

• Goodwill impairment assessment of United States Rentals and UK/Europe Rentals

• Residual values and depreciation rates for motorhomes

As part of designing our audit, we determined materiality and assessed the risks of

material misstatement in the consolidated financial statements. In particular, we

considered where management made subjective judgements; for example, in respect of

significant accounting estimates that involved making assumptions and considering

future events that are inherently uncertain. As in all of our audits, we also addressed the

risk of management override of internal controls, including among other matters,

consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is

designed to obtain reasonable assurance about whether the consolidated financial

statements are free from material misstatement. Misstatements may arise due to fraud or

error. They are considered material if, individually or in aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of the

consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for

materiality, including the overall Group materiality for the consolidated financial

statements as a whole as set out above. These, together with qualitative considerations,

helped us to determine the scope of our audit, the nature, timing and extent of our audit

procedures and to evaluate the effect of misstatements, both individually and in

aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to

provide an opinion on the consolidated financial statements as a whole, taking into

account the structure of the Group, the accounting processes and controls, and the

industry in which the Group operates.

In establishing the overall approach to the group audit, we determined the type of work

that needed to be performed by us, as the group engagement team, or component

auditors from other networks operating under our instruction. Where the work was

performed by component auditors, we determined the level of involvement we needed to

have in the audit work at those components to be able to conclude whether sufficient

appropriate audit evidence had been obtained as a basis for our opinion on the

consolidated financial statements as a whole.

Other information

The Directors are responsible for the other information. The other information comprises

the information included in the Annual Report, but does not include the consolidated

financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other

information and we do not express any form of audit opinion or assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is

to read the other information and, in doing so, consider whether the other information is

materially inconsistent with the consolidated financial statements or our knowledge

obtained in the audit, or otherwise appears to be materially misstated. If, based on the

work we have performed on the other information that we obtained prior to the date of

this auditor’s report, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

103

thl INTEGRATED ANNUAL REPORT 2023

Independent auditor’s report

Independent auditor’s report
Responsibilities of the Directors for the consolidated

financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair

presentation of the consolidated financial statements in accordance with NZ IFRS and

IFRS, and for such internal control as the Directors determine is necessary to enable the

preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless

the Directors either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated

financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements, as a whole, are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial

statements is located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.


Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has

been undertaken so that we might state those matters which we are required to state to

them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than the Company and the

Company’s shareholders, as a body, for our audit work, for this report or for the opinions

we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is

Karen Shires.

For and on behalf of:

Chartered Accountants

Auckland

28 August 2023

104

thl INTEGRATED ANNUAL REPORT 2023

Independent auditor’s report

Corporate Governance
Tourism Holdings Limited (‘thl’) operates under a set of corporate governance principles

designed to ensure that thl is effectively managed. The Board is committed to the

continued development of thl’s corporate governance practices by reviewing and

developing its corporate governance policies and monitoring developments to keep

abreast of corporate governance best practice.

thl’s corporate governance framework includes:

• The constitution of thl, which describes the ‘rules’ under which the Company operates,

including issue and other share transactions, distributions, shareholder meetings,

Director appointment, remuneration and powers, and the conduct of Board and

shareholder meetings.

• The Board Charter and sub-committee charters, which set out the roles and

responsibilities of the Directors.

• The Code of Ethics, which outlines the standards of ethical behaviour expected of

Directors, staff and contractors.

• The Market Disclosure Policy, which outlines the policy around disclosure of

company information, including the commitment to compliance with continuous

disclosure requirements.

• The Securities Trading Policy, which outlines policy and guidelines around trading in

thl securities by Directors, officers and staff.

• The Diversity Policy, which outlines the commitment to diversity in Board, Executive

and staff appointments.

• The Delegated Authority Policy, which outlines the delegation of authority by

the Board to management, and the authorisation levels at which Board approval

is required.

thl’s governance practices have been reviewed against the recommendations of the

NZX Corporate Governance Code, dated 1 April 2023 (‘Code’). The Board considers that the

thl governance framework and practices for the year ended 30 June 2023 are in

compliance with the recommendations of the Code. The information in this Governance

Report is current as at 29 August 2023 and has been approved by the thl Board.

thl’s corporate governance policies and charters are available on its website at

www.thlonline.com and have been updated on 29 August 2023 to reflect the new NZX

Corporate Governance Code.

CORPORATE GOVERNANCE105

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Principle 1 – Ethical standards

“Directors should set high standards of ethical behaviour, model this behaviour and

hold management accountable for these standards being followed throughout

the organisation.”

thl is committed to being a good corporate citizen. The Company expects Directors,

employees and contractors to practise high ethical standards in the performance of their

duties, to comply with all applicable laws and regulations, cooperate with all regulatory

bodies and Government agencies, and use Company assets and resources only for the

legitimate and ethical achievement of its objectives.

thl has adopted a Code of Ethics which applies to all Directors, employees and contractors

of thl to ensure it maintains such high ethical standards and reinforces thl’s commitment

to the community. The Code of Ethics addresses the areas of ethical business practices,

insider trading, conflicts of interest and use of Company property, amongst other matters.

The thl Code of Ethics is available at www.thlonline.com. thl undertakes annual ethics

training for leaders in the business with the most recent round completed in August 2023.

Securities Trading Policy

thl has in place a formal Securities Trading Policy and guidelines which applies to all

Directors, officers and employees of thl and its subsidiaries who intend to trade in thl

listed securities.

All individuals defined as “restricted persons” under that policy must notify thl of their

intention to trade and obtain approval from the Board before trading in thl’s shares. No

trading in shares is permitted in ‘blackout periods’ from 1 June each year until 48 hours

after the release of the full year results and from 1 December each year until 48 hours after

the release of the half year results, except in exceptional circumstances. In the year ending

30 June 2023, consent was provided to Luke Trouchet and Grant Webster in early

December 2022, immediately following the completion of the acquisition of Apollo

Tourism & Leisure Ltd by thl. Trading was restricted for all restricted persons during the

entire merger process, and permission to trade was granted in this instance due to the

timing being early in the blackout period and a Scheme Booklet and cleansing notice

having recently been undertaken.

Trading is permitted outside the blackout periods, provided the restricted person

confirms that they do not hold any material information and that they are not aware of any

reason that would prohibit them from trading. Any trading must be completed within 10

trading days of approval being given. Restricted persons are defined in the policy as:

• all Directors;

• the Chief Executive Officer (CEO);

• all members of the senior management team (being the C-suite executives, General

Managers and equivalent roles) and their direct reports;

• the administrative staff of the senior management team;

• all employees in the finance department;

• trusts and companies controlled by such persons;

• anyone notified by the CFO from time to time; and

• anyone participating in the Long-Term Incentive Scheme.

The thl Securities Trading Policy is available at www.thlonline.com.

CORPORATE GOVERNANCE106

thl INTEGRATED ANNUAL REPORT 2023

Principle 2 – Board composition and performance
“To ensure an effective Board, there should be a balance of independence, skills,

knowledge, experience and perspectives.”

Board skills and expertise

thl’s Board is comprised of Directors who have a mix of skills, knowledge, experience and

diversity to adequately meet and discharge its responsibilities and to add value to the

Company through efficient and effective governance and leadership. The current

Directors have a varied and balanced mix of skills, including extensive operational

experience, knowledge of the tourism industry, as well as extensive experience in capital

markets, growth and global transactions.

The Board skills matrix table outlines the key skills that are considered most relevant to

effectively fulfilling the Board’s current objectives.

KEY:

VERY STRONGSTRONGSOLIDSOME GAPS

This key represents the assessment of the strength of the skills and experience of the

Board as a whole. Individual Director profiles are set out in the Board of Directors section.

Corporate governance (continued)

For the year ended 30 June 2023

CAPABILITYRATING

Public company corporate governance experience

Financial governance and audit oversight including expertise in treasury and funding

Legal and regulatory expertise

RV & Tourism Industry Experience

Risk

HR/People leadership including executive remuneration

Experience in development, innovation and execution of growth and change strategy

Investment banking, capital markets and M&A transaction experience

Manufacturing

Business leadership experience in international markets

CEO experience

Health and safety governance/management experience

Community & Iwi/First Nations engagement

Roles and Responsibilities of the Board

The Board is committed to managing thl in an ethical and professional manner, and in the

best interests of the Company and its shareholders. thl has a Board Charter, available on

its website, which amongst other matters sets out the specific responsibilities of the

Board, including the following:

• Oversight of thl, including its control and accountability procedures and systems;

• Appointment, performance and removal of the Chief Executive Officer;

• Confirmation of the appointment and removal of the senior executives (being the

C-Suite executives, General Managers and equivalent roles);

• Setting the remuneration of the Chief Executive Officer and Chief Financial Officer,

approval of the remuneration of the senior executives, and the adoption of thl’s

remuneration policy;

CORPORATE GOVERNANCE107thl INTEGRATED ANNUAL REPORT 2023

• Overseeing the development, adoption and communication of the corporate strategy
and objectives and oversight of the adequacy of thl’s resources required to achieve the

strategic objectives;

• Approval of and monitoring of actual results against the annual business plan and

budget (including the capital expenditure plan);

• Approval and monitoring of the progress of capital expenditures, capital management

initiatives, and acquisitions and divestments;

• Overseeing accounting and reporting systems and thl’s compliance with its

continuous disclosure obligations;

• Approval of the annual and half-year financial statements;

• Setting measurable objectives for achieving diversity with the organisation; and

• Ensuring that thl has in place the appropriate protocols to be followed in the case

of a takeover offer.

Management is responsible for implementing the strategic objectives set by the Board.

The Board maintains a formal set of delegated authorities (including a Delegated

Authorities Policy) clearly defining responsibilities delegated to management and those

retained by the Board. The Delegated Authorities Policy is approved by the Board and is

subject to annual review by the Board.

Board performance evaluation and training

On an annual basis the Chair conducts a review of Board performance. A review using

an independent external facilitator is conducted bi-annually. Board Committees review

performance against their Charters on an annual basis. The Remuneration and

Nomination Committee is responsible for ensuring Directors remain up to date

with relevant training.

Director appointment and nomination

The policy for appointment and retirement of Directors is contained within thl’s

constitution and Board Charter. In accordance with the NZX Listing Rules, Directors

must not hold office (without re-election) past the third Annual Meeting following

their appointment or three years, whichever is longer.

Cathy Quinn and Gráinne Troute shall retire by rotation at the 2023 Annual Meeting and,

being eligible, will offer themselves for re-election. Additionally, having been appointed by

the Board since the 2022 Annual Meeting, each of Robert Baker, Sophie Mitchell, Grant

Webster and Luke Trouchet shall retire at the 2023 Annual Meeting, and, being eligible,

will offer themselves for re-election.

The process for the nomination of Directors is set out in the Remuneration and

Nomination Committee Charter. The Remuneration and Nomination Committee is

responsible for identifying and assessing the necessary and desirable competencies and

characteristics for Board membership and maintaining a skills matrix setting out the mix

of skills and diversity that the Board currently has or is looking to achieve in its

membership.

Corporate governance (continued)

For the year ended 30 June 2023

thl has entered into a written agreement with each of its Directors setting out the terms

of their appointment. thl’s terms of appointment for Directors is set out at Schedule 1 of

the thl Board Charter.

The thl Board Charter is available at www.thlonline.com.

Director independence

The criteria to determine whether Directors are independent is set out in the Board

Charter. All the Directors holding office on 30 June 2023, with the exception of Executive

Directors Grant Webster and Luke Trouchet, are considered to be independent.

Directors are required to inform the Board of any relevant information that may impact

independence. The Remuneration and Nomination Committee reviews the independence

of Directors on behalf of the Board.

Board Diversity Policy

The thl Diversity Policy endorses and supports diversity in Board, Executive and staff

appointments, encompassing differences including but not limited to gender, ethnicity,

race, marital status, sexual orientation, age, employment status, religious belief, ethical

belief or political opinion. When making appointments, the Board and management are

committed to considering diversity as well as the mix of skills and experience needed to

expand the perspective and capability of the Board and the management team as

a whole.

The thl Diversity Policy is available at www.thlonline.com. It requires the Board to

consider the diversity position of thl annually and whether to set any measurable

objectives, which may be numerical and non-numerical. Information regarding thl’s

current female representation and Board approved gender objectives can be found on

page 32. A broader understanding of diversity is required within the company and the

approach will be considered in FY24 as part of a review of our approach to diversity,

equality and inclusion. Diversity is considered in several thl future-fit goals within our

Thrive sustainability programme which aims to support our crew, building a healthy

culture and cultural capability across thl globally.

The Board considers that it currently has the appropriate mix of skills, experience

and diversity to fulfil its responsibilities under the NZX Listing Rules and the thl

Diversity Policy.

Principle 3 – Board Committees

“The Board should use Committees where this will enhance its effectiveness in key areas,

while still retaining Board responsibility.”

There are four standing Committees described below, each of which operates under

a written charter. The performance of the standing Committees is reviewed annually

against the Charters.

Each Committee is authorised to deal with matters as set out in its Charter or falling

within its mandate. Where the Board has delegated decision-making authority to a

CORPORATE GOVERNANCE108thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Committee, that Committee is entitled to make decisions on such matters, otherwise

the Committee is to submit recommendations to the Board for consideration. From time

to time, the Board delegates specific matters to the appropriate Committee in order to

ensure that a detailed review and analysis is undertaken. The Committee then reports

back to the Board regarding their findings and recommendations.

The Audit and Risk Committee

The Audit and Risk Committee is comprised solely of Non-Executive Directors of the

Board, a majority of whom must be independent Directors. The Chair of the Audit and

Risk Committee must not be the Chair of the Board and must be an independent Director.

The Committee meets a minimum of three times each year. The Audit and Risk

Committee has oversight of, and assists the Board to fulfil its responsibilities in the areas

of financial reporting, audit functions, and financial and strategic risk management and

control. thl employees are able to attend Audit and Risk Committee meetings from time

to time by invitation from the Committee.

The Audit and Risk Committee oversees thl’s internal audit work programme based on

thl’s risk management framework. An internal audit work plan is developed each year,

with internal audit assignments completed by the internal finance function, with external

support as required.

The current composition of the Audit and Risk Committee is Rob Hamilton (Chair),

Cathy Quinn, Robert Baker and Sophie Mitchell.

The thl Audit and Risk Committee Charter is available at www.thlonline.com.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is comprised of at least three Non-

Executive Directors of the Board, a majority of whom must be independent Directors.

The Committee meets a minimum of two times each year. The Remuneration and

Nomination Committee supports the Board on matters relating to human resources

and remuneration. It assesses the role and responsibilities, composition, training and

membership requirements and remuneration for the Board, including recommendations

for the appointment and removal of Directors.

The current composition of the Remuneration and Nomination Committee is Gráinne

Troute (Chair), Cathy Quinn, Rob Hamilton and Sophie Mitchell. Management may

attend meetings of the Remuneration and Nomination Committee by invitation only.

The thl Remuneration and Nomination Committee Charter is available at

www.thlonline.com.

Market Disclosure Committee

The Market Disclosure Committee is comprised of Cathy Quinn, Rob Hamilton and Sophie

Mitchell. Also in attendance are Grant Webster (Chief Executive Officer), Luke Trouchet

(Executive Director) and Nick Judd (Chief Financial Officer). The Committee monitors

compliance with the Group’s Market Disclosure Policy which covers compliance with

NZX Listing Rules, ASX Listing Rules (to the extent applicable), the Companies Act 1993,

the Financial Markets Conduct Act 2013 and other guidelines issued by the Financial

Markets Authority and the NZX.

The Committee meets if required outside of normal Board meetings to approve

market disclosures.

The thl Market Disclosure Policy, which also sets out the roles and responsibilities of

the Market Disclosure Committee, is available at www.thlonline.com.

Health, Safety and Sustainability Committee

The Health, Safety and Sustainability Committee is comprised of at least two Non-

Executive Directors of the Board. The current composition of the Health, Safety and

Sustainability Committee is Debbie Birch(Chair), Gráinne Troute, Cathy Quinn and

Robert Baker.

The Committee supports the Board and management on sustainability policies and

practices and employee health, safety and wellbeing matters. The Committee meets

a minimum of three times each year, as required.

The thl Health, Safety and Sustainability Committee Charter is available at

www.thlonline.com.

Other Committees

The thl Board establishes other temporary Committees from time to time when required

for a specific purpose.

This includes Committees for the governance of capital raising processes or for the

progression of acquisition opportunities. Membership of these Committees is assessed

on a case by case basis.

Takeover protocols

thl has a written protocol that describes the process to be followed in the event

of a takeover offer. The protocol includes the appointment of a sub-Committee of

independent Directors.

Principle 4 – Reporting and disclosure

“The Board should demand integrity in financial and non-financial reporting, and in the

timeliness and balance of corporate disclosures.”

The Board is committed to ensuring that shareholders and the market are provided with

complete and timely information about the activities of the business to allow proper

accountability between thl and shareholders, employees and other stakeholders. The

Board has overall responsibility for ensuring the integrity of thl’s reporting and disclosure.

CORPORATE GOVERNANCE109

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Continuous disclosure

thl’s obligations under the NZX Listing Rules require it to advise the market about any

material events promptly and without delay once the Company becomes aware of such

information. As an entity with a foreign exempt listing on ASX, such information is also

required to be released to ASX when released to NZX. The Board has in place a Market

Disclosure Policy in order to ensure that the Company is able to comply with its

continuous disclosure obligations.

The Market Disclosure Policy contains a procedure for the escalation of potential material

information to the Market Disclosure Committee, in order to allow the Committee to

determine whether the information is material and whether an announcement is required.

The Market Disclosure Policy is provided to all thl staff and is also available on

www.thlonline.com. Additionally, thl provides training regarding its continuous disclosure

obligations to all staff, sends annual reminders of thl’s Market Disclosure Policy and

information escalation procedures, and monitors compliance on an ongoing basis.

Financial reporting

The Audit and Risk Committee is responsible to the thl Board in relation to financial

reporting. It reviews the interim and annual financial statements and reports to the Board

regarding compliance with relevant laws and recognised accounting policies. It is also

responsible for ensuring that thl retains accurate financial and accounting records, and

that all financial reporting is done in an accurate and timely manner.

Non-financial reporting

thl has adopted the internationally recognised International Integrated Reporting <IR>

Framework in order to ensure its disclosure of non-financial reporting is balanced,

transparent, connected to the financial, social and environmental performance, and easily

comparable to other companies.

thl’s FY23 reporting of its carbon footprint is set out on page 38-39 and has been

independently verified by McHugh & Shaw Ltd.

Principle 5 – Remuneration

“The remuneration of Directors and Executives should be transparent, fair

and reasonable.”

thl is committed to a fair approach to remuneration which ensures alignment between

remuneration levels and business needs. A clear set of boundaries and process to guide

thl’s philosophy for remuneration has been set by the Remuneration and Nomination

Committee in the thl Remuneration Policy.

The thl Remuneration Policy is available on thl’s website at www.thlonline.com.

Director remuneration

The fees payable to Directors is set by the Board, usually with the advice of independent

consultants, in line with the thl Remuneration Policy. Director remuneration is to be

appropriate to the market and reflect the time commitment and responsibilities of

the role.

The remuneration packages for Executive Directors will include an appropriate balance of

fixed and performance-based remuneration. Executive Directors will not receive Director

remuneration benefits in addition to the Executive remuneration they receive as

employees of the Company.

The total fee pool approved by the shareholders for Director remuneration at the 2018

Annual Meeting is $750,000. The annual fees currently paid to Directors is $200,000 for

the Chairperson, $100,000 for each Director, plus $15,000 for the Chairperson of the Audit

and Risk Committee and $10,000 for the Chairperson of each other Committee. Total

Directors’ remuneration received, or due and receivable during the year ended 30 June

2023 is set out on page 114 in the Director remuneration note below.

thl also has in place a fixed share plan under which Directors may elect to receive ordinary

shares in thl in lieu of their Director fees (either in whole or in part). This share plan was

previously approved by thl shareholders.

CEO and Executive remuneration

Decisions concerning the remuneration of the CEO require approval from the Board,

usually on the recommendation of the Remuneration and Nomination Committee, unless

specifically delegated to that Committee. Decisions concerning the remuneration of any

other C-level positions, General Managers or similar require approval from the Chair of the

Remuneration and Nomination Committee and are subject to the oversight of the

Committee at least annually.

thl is committed to ensuring that its Executives are fairly and equitably remunerated, and

appropriately rewarded for excellent performance and achievement. In addition, thl uses a

remuneration structure to ensure that the interests of the CEO and Executive team are

aligned with the interests of shareholders.

The CEO and Executive remuneration generally consist of:

• a fixed base salary and allowances;

• annual performance-based cash incentives; and

• long-term equity-based incentives.

Fixed base salary

The fixed base salary of the CEO and Executive team is reviewed annually.

CORPORATE GOVERNANCE110

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Annual performance-based cash incentives

Annual performance-based cash incentives are normally linked to financial and

individual targets.

Historically, the CEO and CFO’s annual short-term incentives were based 90% on

Company financial performance (net profit after tax and return on funds employed)

and 10% on individual performance against specific targets (such as acquisitions and

investor relations).

For other Executives, the annual short-term incentives were based 40% on Company

financial performance, 25-30% on other financial targets and 30-35% on individual

performance against specific targets.

During the pandemic period (FY21 and FY22), the normal target-related annual cash

scheme was suspended and replaced with a share-based retention scheme, as the

ongoing uncertainty of trading conditions meant that no meaningful performance targets

could be set. The share scheme minimised cash expenditure, encouraged the retention of

key employees and aligned the interests of eligible senior staff with shareholders through

greater share ownership.

The FY23 STI targets for Executives were based solely on financial metrics due to the

merger. The H1 targets related to the budgeted NPAT goals of the respective thl and

Apollo entities. H2 targets related to a merged entity NPAT target linked to forecasts

established at the half year.

Assessments on the final payments to be made will be conducted by the non-Executive

Directors once the audited accounts are finalised. The STI based targets have been

accrued in the accounts assuming a 100% payout ratio.

From FY24, as thl returns to a more normal cycle, there has been a change in the annual

performance-based incentives. The participating Executives, which includes the CEO and

CFO, will be measured based on group financial performance targets (40 – 50%), business

performance targets (30 – 40%), health, safety and wellbeing targets (5 – 15%) and other

individualised targets (5 – 20%).

Long-term equity-based incentives

The thl LTI scheme is designed to align the interests of the Executives with those of the

shareholders. Executives are rewarded for long-term increases in shareholder value.

Executives are invited to participate in the long-term incentive plan by the Board on an

annual basis, and participating Executives are awarded share options at the discretion of

the Board. The awarding of options is based on a percentage of fixed remuneration, based

on a valuation of the options carried out each year by KPMG. Details of the schemes and

the status of options issued under the schemes is included in note 32 to the Financial

Statements.

Changes to Executive entitlements to annual performance-based incentives and

LTI scheme participation

Following a review by the Remuneration and Nomination Committee and an external

benchmarking process, for FY23, eligible Executives (including the CEO and CFO) were

offered to convert a 50% proportion of their annual performance-based cash incentive

entitlement into a fixed base salary entitlement, at a 75% buy-out rate. Eligible Executives

(not including the CEO and CFO) were also offered an increase in their percentage

entitlements to participate in the LTI scheme.

The purpose of these changes were:

• to increase the overall proportion of Executive remuneration tied to the LTI scheme,

which thl considers to be the form of remuneration that most effectively encourages

long-term value growth, employee retention and alignment of Executive and

shareholder interests; and

• to improve fixed base salary entitlements to better align the remuneration offered by

thl to market salary expectations.

Further detail regarding CEO remuneration for the year ended 30 June 2023 is set out in

the CEO remuneration note below.

Staff remuneration

Decisions concerning remuneration of other thl staff require approval on a “one-up” basis.

This means that no person may make decisions on the remuneration of any person

reporting to them without the approval of the person to whom they report.

The number of thl staff which received remuneration exceeding $100,000 in the year

ending 30 June 2023 is set out in the employee remuneration section.

Principle 6 – Risk management

“Directors should have a sound understanding of the material risks faced by the issuer

and how to manage them. The Board should regularly verify that the issuer has

appropriate processes that identify and manage potential and material risks.”

thl maintains an Enterprise Risk Management (ERM) framework for the identification,

assessment, monitoring and management of material risks to thl’s business. The thl

Board has ultimate responsibility for reviewing thl’s risk management framework,

however the ongoing oversight is delegated to the Audit and Risk Committee (ARC),

who reports to the Board in respect of potential issues or risks that require further

consideration and response.

Strategic risk management

A responsibility of the Audit and Risk Committee is to consider, assess and respond to

long-term strategic risks to thl’s business. This includes oversight and management of

CORPORATE GOVERNANCE111

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

thl’s Risk Register and risk contingency plans. thl management maintains the material

Risk Register and reports to the ARC every second month on such risks, which conducts

a detailed review of all thl risks on a twice-yearly basis. Management monitors risks on

an ongoing basis to identify any new risks as well as any potential changes to the threat

posed to thl’s business from previously identified risks. Further information regarding

the key material risks to thl can be found from page 44 of this report.

Financial risk management

The Audit and Risk Committee is also responsible for ensuring that thl has appropriate

control and systems in place to manage any financial risks and to protect thl’s assets.

This involves reviewing thl’s risk management system, business policies and practices

and internal control framework. The Committee is also responsible for ensuring that thl

maintains insurance coverage which ensures that earnings are well protected from

potential adverse circumstances.

Health and safety

The Health, Safety and Sustainability Committee (HSSC) is responsible for monitoring

matters relating to occupational health and safety, and physical and mental wellbeing

of thl staff, and reports to the Board on such matters.

The Committee works with Management to identify and maintain a register of workplace

hazards, and to ensure that thl has in place and appropriately documents its health and

safety policies and procedures.

thl Management report to the Board on any health and safety incidents, including

implementation of responses to prevent further incidents, on a monthly basis.

thl Management report to the HSSC on progress on its global ‘future-fit’ sustainability

programme including Climate and Carbon and on the 23 goals of the Future-Fit

Business Benchmark.

Principle 7 – Auditors

“The Board should ensure the quality and independence of the external audit process.”

The Audit and Risk Committee is responsible for recommending the appointment and

removal of external auditors, ensuring their independence and regularly monitoring and

reviewing both internal and external audit practices. The Committee closely monitors thl’s

relationship with the external auditor, including:

• The rotation of the external auditor or lead partner and peer review partner at least

every five years;

• Obtaining confirmation of the auditor’s independence in writing; and

• Monitoring and approving any other services provided by the external auditor to thl

other than in its audit role, and

• monitoring total non-audit fees.

The Audit and Risk Committee Charter sets out the types of services which the external

auditor is prohibited from providing to thl in order to ensure that their ability to provide

audit services is not impaired and that they remain independent.

thl’s current external auditor is PwC New Zealand. PwC was re-appointed by shareholders

at the 2022 Annual Meeting. In accordance with thl’s Board Charter, PwC New Zealand will

attend the 2023 Annual Meeting and be available to answer questions about the conduct

of its audit and the preparation and content of its audit report.

Throughout the year, there is ongoing dialogue between the Audit and Risk Committee,

management and PwC in their role as external auditors. Additionally, PwC regularly

attend meetings of the Audit and Risk Committee at the invitation of that Committee

and have direct engagement with that Committee without management presence,

as appropriate.

thl has an internal audit function which is based on an annual plan prepared by

management, reflecting thl’s risk management framework. The Audit and Risk

Committee receives and reviews reports from the internal audit team, and is responsible

for ensuring that recommendations, actions and timelines for internal audits are agreed

and undertaken with management.

Principle 8 – Shareholder rights and relations

“The Board should respect the rights of shareholders and foster constructive

relationships with shareholders that encourage them to engage with the issuer.”

Access to information

The Board aims to ensure that shareholders are able to access up-to-date information

regarding thl’s business and ongoing developments in an easy-to-access format. thl

makes available on its website a description of each of its businesses, historical interim

and annual reports and other shareholder communications, and key corporate

governance documents as required by the Code.

Shareholders have the option to receive communications from thl electronically by

electing to do so with thl’s share registrar, Link Market Services. thl encourages all

shareholders to opt in to receiving electronic communications where practical to

reduce waste.

A brief biography of each of thl’s Directors and key members of the Executive team

is available on thl’s website.

Annual Meetings

The Board encourages all shareholders and stakeholders to attend its Annual Meetings.

It aims for all Annual Meetings to be attended by all Directors as well as the CEO, the CFO

and the Deputy CFO, and to ensure that they are available for questions from

shareholders. Notice of the Annual Meeting is communicated to shareholders (including

by being posted on thl’s website) as soon as possible, with at least 20 working days prior

notice being given in accordance with the NZX Corporate Governance Code.

CORPORATE GOVERNANCE112

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

The 2022 Annual Meeting was held as a hybrid meeting, with all shareholders being able

to either attend physically or via live-stream and submit questions online. Where an

Annual Meeting is held physically, thl also provides the option to live-stream the Annual

Meeting for those shareholders that are unable to attend in person. Shareholders

attending via the live-stream have the ability to submit questions online. A recording

of each Annual Meeting is subsequently made available on the thl website.

Board composition

thl’s constitution allows no less than three and up to 10 Directors. As at 30 June 2023,

the Board of Directors comprised eight Directors, being six Non-Executive Directors,

and two Executive Directors.

DirectorRolesDirector SinceIndependence

Cathy QuinnBoard Chair, Member Health, Safety

and Sustainability Committee,

Member Audit and Risk Committee,

Chair Market Disclosure Committee,

Member Remuneration and

Nomination Committee

September 2017Independent Director

Debbie BirchChair Health, Safety and

Sustainability Committee

September 2016Independent Director

Rob HamiltonChair Audit and Risk Committee,

Member Remuneration and

Nomination Committee, Member

Market Disclosure Committee

February 2019Independent Director

Gráinne TrouteChair Remuneration and

Nomination Committee, Member

Health, Safety and Sustainability

Committee

February 2015Independent Director

Robert BakerMember Audit and Risk Committee,

Member Health, Safety and

Sustainability Committee

November 2022Independent Director

Sophie MitchellMember Audit and Risk Committee,

Member Remuneration and

Nomination Committee, Member

Market Disclosure Committee

November 2022Independent Director

Luke TrouchetExecutive DirectorNovember 2022Executive Director

Grant WebsterChief Executive Officer and

Managing Director

November 2022Executive Director

During the year ending 30 June 2023, Guorong Qian ceased to be a Director on

27 September 2022.

Table of Board attendance

Director

Board

Meeting

Audit and Risk

Committee

Meeting

Remuneration

and Nomination

Committee

Meeting

Disclosure

Committee

Meeting

Health, Safety

and Sustainability

Committee

Meeting

Cathy Quinn107523

Debbie Birch

1

101 3

Rob Hamilton97523

Gráinne Troute

2

915 3

Guorong Qian

3

311 1

Sophie Mitchell

4

5512

Robert Baker

5

55 1

Luke Trouchet

6

56 21

Grant Webster

7

107523

Total meetings held107523

1

Debbie Birch ceased to be a member of the Audit and Risk Committee from 30 November 2022.

2

Gráinne Troute ceased to be a member of the Audit and Risk Committee from 30 November 2022.

3

Guorong Qian retired as a Director of thl effective from 27 September 2022.

4

Sophie Mitchell joined the Board, Audit and Risk Committee, Remuneration and Nomination Committee and Disclosure

Committee on 30 November 2022.

5

Robert Baker joined the Board, Audit and Risk Committee and Health, Safety and Sustainability Committee on

30 November 2022.

6

Luke Trouchet joined the Board on 30 November 2022.

7

Grant Webster joined the Board on 30 November 2022. Grant attended all Board and Committee meetings prior to joining

the Board in his role as CEO.

Director and Officer gender composition

As at 30 June 2023, being the balance date, thl’s Director and Officer gender composition

was as follows:

20232022

MaleFemale

Gender

DiverseMaleFemale

Gender

Diverse

Directors4 (50%)4 (50%)0% (0%)2 (40%)3 (60%)0% (0%)

Officers

1

10 (77%)3 (23%)0% (0%)6 (86%)1 (14%)0% (0%)

Executive team

2

11 (69%)5 (31%)0% (0%)7 (70%)3 (30%)0% (0%)

1

As per the definition for ‘Officers’ in the Listing Rules

2

The thl Executive team are thl’s C-suite leaders, as detailed on thlonline.com/about/executiveteam.

CORPORATE GOVERNANCE113

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Directors’ remuneration

Directors’ remuneration received, or due and receivable during the year ended

30 June 2023 is as follows:

2023

Director

Base

Director Fee

Subcommittee

Chair Fee

Other

Remuneration

1

Total

Cathy Quinn189,583--189,583

Debbie Birch94,79210,000-104,792

Rob Hamilton94,79215,000-109,792

Gráinne Troute94,79210,000-104,792

Robert Baker58,333--58,333

Sophie Mitchell58,333--58,333

Guorong Qian

2

21,875--21,875

Rob Campbell

3

----

612,50035,000-647,500

2022

Director

Base

Director Fee

Subcommittee

Chair Fee

Other

RemunerationTotal

Cathy Quinn94,79210,00010,000114,792

Debbie Birch87,50010,000-97,500

Rob Hamilton87,50015,00012,500115,000

Gráinne Troute87,50010,000-97,500

Robert Baker----

Sophie Mitchell----

Guorong Qian

2

87,500--87,500

Rob Campbell

3

175,000-10,000185,000

619,79245,00032,500697,292

1

Paid in reflection of additional commitments and responsibilities as a member of the Apollo transaction

Board Subcommittee.

2

Guorong Qian retired as a Director on 27 September 2022.

3

Rob Campbell retired as a Director on 13 June 2022.

Rob Hamilton was issued ordinary shares in thl as part of his Director remuneration.

Refer to the section titled “Directors’ share dealings”.

CEO remuneration

Fixed remuneration

In FY23 the CEO, Grant Webster, received fixed remuneration including allowances of

$901,333 (FY22: $679,556).

The CEO’s remuneration was reviewed by the Board in an out-of-cycle review in

March 2023. The merger with Apollo Tourism & Leisure was a key catalyst for the review.

In addition, external benchmarking and key shareholder feedback was considered.

The increase in base salary takes into consideration the historical position of the CEO’s

base salary, which has sat in the lower quartile of the relevant external benchmark set.

Short-term incentive

Historically, the annual short-term incentive of the CEO is set at 40% of fixed remuneration

and allowances if all performance targets are achieved. In addition, a further incentive of

up to 28% of fixed remuneration and allowances is payable for the over-achievement of

financial and broader business performance targets. For FY21 and FY22, the normal

cash-based short-term incentive scheme was replaced with a share-based retention

scheme. Consequently, no payment was made to the CEO under the short-term incentive

scheme in FY21 or in FY22.

Incremental discretionary one-off bonuses of $242,500 were approved by the Board for

contributions to the business for financial year 2022.

In March 2023, the out of cycle board review also considered the CEO Short Term Incentive

Scheme and Stretch targets relating to the merger with Apollo. On review of the year-end

results, the Board has determined that a STI payment at 100%, being $229,050 will be paid

within the FY24 year. In addition, a stretch bonus at 75% of the target will be paid,

being $205,625.

Share-based retention scheme

A share-based retention scheme was implemented in FY21 and FY22 replacing the normal

Short-Term Incentive scheme. The business has returned to a more normal operating

environment and the Board has approved disbanding the share-based retention scheme

in favour of returning to Short-and Long-term incentive schemes. As such, no shares have

been issued to the CEO under this scheme.

In FY23, 139,655 shares rights issued in FY21 and FY22 and originally valued at $325,600

vested and were converted into ordinary shares.

Long-term incentive

In FY23 the LTI allocation remained at 35% of base salary. For the allocation in April 2023

this was based on the base salary of $940,000.

The CEO was granted 393,000 share options under the 2017 Long-Term Incentive Scheme

valued at $0.837 per option, giving a total value of $328,941. In FY22 the CEO was granted

430,000 share options under the 2017 Long-Term Incentive Scheme valued at $0.529 per

option, giving a total value of $227,470.

CORPORATE GOVERNANCE114

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Under the 2017 Long-Term Incentive Schemes, the options vest from the second

anniversary of the issue, with one third vesting after the second year, one third after the

third year, and the final third after the fourth year. In FY23, 551,667 share options vested

under the 2017 Long-Term Incentive Scheme.

A history of all share options issued to the CEO pursuant to the 2017 Long-Term Incentive

Scheme and the associated exercise price for those options is detailed below:

Grant date

Number

of options

Total value

of optionsExercise price

1

Expiry date

April 2017 240,000 $87,600 $4.11 April 2023

April 2018 240,000 $149,760 $7.00 April 2024

April 2019 425,000 $169,150 $5.68 April 2025

April 2020 630,000 $242,550 $1.57 April 2026

April 2021 600,000 $243,600 $2.79 April 2027

April 2022 430,000 $227,470 $2.83 April 2028

April 2023 393,000$328,941$4.09April 2029

1

The exercise price includes an uplift to reflect thl’s average cost of capital for the first two years from the grant date, less

dividends paid during that two-year period, therefore the exercise prices for share options issued in April 2022 and April

2023 are subject to change.

Superannuation

The CEO is a participant in KiwiSaver and is eligible to receive an employer contribution of

3% of gross taxable earnings. In FY23 this contribution was $33,475 (FY22: $19,547).

Total CEO remuneration

The total remuneration of the CEO was as follows:

FY23FY22

Base salary $901, 333$679,556

Short-term incentive --

Share retention scheme1 $325,600$461,200

One off / Stretch Bonuses$242,500-

Long-term incentive scheme2 $328,941$227,420

Total$1,798,374$1,368,176

1

Consisted of retention share rights and share options, vesting of which is subject to certain requirements.

2

Refer to section ‘Long-term incentive’ above for vesting conditions and applicable exercise prices.

The contracted CEO base remuneration was $678,000 (including allowances) from FY18 to

FY22. The CEO made voluntary reductions in salary in FY19, FY20 and FY21. The base salary

reflected in the table above is the actual paid amount.

Executive Director remuneration

Fixed remuneration

In FY23, Executive Director Luke Trouchet, received fixed remuneration including

allowances of $704,267 (FY22: $687,626)

1

.

Bonus

In FY23, Luke Trouchet received a discretionary bonus of $76,237 (FY22: $0), for his

contributions to the business in financial year 2022.

The Board has reviewed the performance of the business in FY23 and the Executive and

has determined that in addition to the bonus paid within FY23, a STI payment at 100%,

being AUD$131,413 will be paid within the FY24 year.

Long-term incentive

In FY23, Luke Trouchet was granted a long-term incentive opportunity for a potential

future bonus payment of $250,460 (reflecting an entitlement at 35% of base salary).

Under the scheme, which is used for thl Executives based outside of New Zealand in lieu

of receiving options under the 2017 Long-Term Incentive Scheme, a cash bonus will be

payable if the thl share price meets a prescribed target after a two-year period. The target

is based on the issue price at the time the opportunity is granted, plus a cost of capital

adjustment for each of the following two years (accounting for the cost of equity of thl

less any dividends paid).

If the target is achieved, 50% of the bonus will be payable in May 2025 and the remaining

50% will be payable in May 2026.

Superannuation

Luke Trouchet is an Australian employee and entitled to receive an employer

superannuation contribution as per the Australian Government Superannuation

Guarantee legislation. In FY23 this contribution was $27,546 (FY22: $26,132).

Total Executive Director Remuneration

The total remuneration of Luke Trouchet was as follows:

2023

$000’s

2022

$000’s

Base Salary704,267687,626

Bonus76,237-

Total780,504687,626

1

Luke Trouchet joined thl on 30 November 2022. Luke was Managing Director of Apollo Tourism & Leisure Ltd prior to the

merger with thl. His reported remuneration is for the period 1 July 2022 to 30 June 2023.

CORPORATE GOVERNANCE115

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Employee remuneration

The number of employees in the Group or former employees (not including Directors)

whose remuneration that was received in the 2023 financial year (including severance

pay) was within the specified bands is as follows:

Remuneration in $000’s Number of EmployeesRemuneration in $000’s Number of Employees

100 - 10962290 - 2993

110 - 11945300 - 3091

120 - 12929310 - 3193

130 - 13925320 - 3295

140 - 14916330 - 3392

150 - 15917340 - 3491

160 - 16912380 - 3891

170 - 17915400 - 4091

180 - 1899410 - 4192

190 - 1995450 - 4591

200 - 2097460 - 4691

210 - 2194510 - 5191

220 - 2297530 - 5391

230 - 2393600 - 6091

240 - 2492730 - 7391

260 - 2692770 - 7791

270 - 2795830 - 8391

280 - 28941370 - 13791

Total297

Substantial product holders

The following information is provided in compliance with section 293 of the Financial

Markets Conduct Act 2013 and records Substantial Product Holder notices received as

at 30 June 2023. As at 30 June 2023, the total number of voting securities on issue

was 214,077,123.

Shareholder

Number of Ordinary Shares

in which a relevant interest

was heldPercentage %

Tourism Holdings Limited28,679,239

1

13.40%

Trouchet Shareholders27,910,02313.04%

HB Holdings Limited27,812,81712.99%

Accident Compensation Corporation10,973,676

2

5.13%

1

Tourism Holdings Limited’s relevant interest relates to certain Ordinary Shares held by the Trouchet Shareholders and

Alpine Bird Manufacturing Limited, to which thl has the power to prevent the sale of shares pursuant to Escrow Deeds

entered into with those parties.

2

See twenty largest shareholders table for shareholding as at 30 June 2023.

Spread of shareholders

The ordinary shares of Tourism Holdings Limited are listed on the NZX Main Board

and the Official List of the ASX under a foreign exempt listing.

As at 30 June 2023 the total number of voting securities on issue was 214,077,123.

Size Of Shareholdings

Number Of

Holders

Number Of

Shares Held

% Of Total

Issued Shares

1 - 1,0002,4011,208,1500.56%

1,001 - 5,0003,5599,322,5894.35%

5,001 - 10,00010517,591,8143.55%

10,001 - 50,00088017,018,0477.95%

50,001 - 100,000866,044,3772.82%

100,001 and over84172,892,14680.77%

8,061214,077,123100.00%

The above shows the spread of shareholders as at 30 June 2023. The shareholding of

New Zealand Central Securities Depository Limited (NZCSD) has been reallocated to

the applicable members of NZCSD.

CORPORATE GOVERNANCE116

thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

Twenty largest shareholders

As at 30 June 2023Number of Ordinary Shares

1Barmil Enterprises Pty Ltd*27,499,894 12.85%

2HSBC Nominees (New Zealand) Limited24,538,222 11.46%

3Citicorp Nominees Pty Limited13,334,927 6.23%

4Accident Compensation Corporation10,042,091 4.69%

5HSBC Custody Nominees (Australia) Limited9,294,425 4.34%

6National Nominees Limited6,619,303 3.09%

7Bnp Paribas Nominees NZ Limited6,304,673 2.95%

8Forsyth Barr Custodians Limited5,866,561 2.74%

9National Nominees New Zealand Limited5,082,562 2.37%

10FNZ Custodians Limited4,738,929 2.21%

11J P Morgan Nominees Australia Pty Limited4,598,735 2.15%

12New Zealand Depository Nominee4,556,651 2.13%

13Citibank Nominees (Nz) Ltd3,899,916 1.82%

14Alpine Bird Manufacturing Limited**3,260,870 1.52%

15Custodial Services Limited3,118,749 1.46%

16New Zealand Superannuation Fund Nominees Limited2,982,694 1.39%

17Forsyth Barr Custodians Limited2,321,904 1.08%

18Bnp Paribas Noms Pty Ltd2,308,328 1.08%

19Grant Gareth Webster & Stephen David Webster***2,246,518 1.05%

20Mirrabooka Investments Limited1,812,997 0.85%

144,428,949 67.46%

* Entities related to Luke Trouchet. Refer to Directors’ shareholdings section.

** Entities related to Grant Brady.

*** Represents shares beneficially owned by Grant Webster. Refer to Directors’ shareholdings section.

The shareholding of New Zealand Central Securities Depository Limited (NZCSD) has been

reallocated to the applicable members of NZCSD.

Directors’ shareholdings

As at 30 June 2023, Directors had relevant interests in ordinary shares in thl as below:

DirectorInterest Shares

Cathy QuinnBeneficial51,873

Debbie BirchBeneficial44,062

Rob HamiltonLegal and beneficial55,536

Gráinne TrouteBeneficial95,833

Robert BakerLegal and beneficial40,486

Sophie MitchellBeneficial73,032

Luke TrouchetBeneficial27,910,023

Grant Webster

1

Beneficial2,446,518

1

Refer to the CEO remuneration section on page 114 for details of various convertible financial products owned

by Grant Webster.

CORPORATE GOVERNANCE117

thl INTEGRATED ANNUAL REPORT 2023

Directors’ share dealings
Details of the Directors’ acquisitions and disposals of relevant interests during the

financial year ending 30 June 2023 in the ordinary equity securities issued by the

Company are as follows:

Cathy Quinn made an on-market purchase of 18,200 ordinary shares at $3.86 per share

on 10 May 2023.

Robert Baker was issued 40,486 ordinary shares on 30 November 2022 as consideration

for ATL shares held on the scheme record date under the scheme of arrangement in

relation to the acquisition of Apollo Tourism & Leisure Ltd.

Rob Hamilton was issued 4,696 ordinary shares on 3 October 2022 at $2.73 per share as

part of his Director remuneration for the six months ended 30 September 2022, and 3,435

ordinary shares on 3 April 2023 at $4.03 per share as part of his Director remuneration for

the six months ended 31 March 2023.

Sophie Mitchell was issued 73,032 ordinary shares on 30 November 2022 as consideration

for ATL shares held on the scheme record date under the scheme of arrangement in

relation to the acquisition of Apollo Tourism & Leisure Ltd.

Luke Trouchet was issued 30,960,023 ordinary shares on 30 November 2022 as

consideration for ATL shares held on the scheme record date under the scheme

of arrangement in relation to the acquisition of Apollo Tourism & Leisure Ltd.

Luke Trouchet made an on-market sale of 3,050,000 ordinary shares at AUD$3.44 per

share on 2 December 2022.

Grant Webster was issued 60,488 ordinary shares on 5 July 2022 due to the conversion

of vested share rights. Grant Webster was issued 79,167 ordinary shares on 15 September

2022 due to the conversion of vested share rights. Grant Webster exercised 200,000

vested LTI options at a price of $1.57 on 4 November 2022 and was issued 200,000

ordinary shares as consideration. Grant Webster made an on-market sale of 150,000

ordinary shares at $3.68 per share on 2 December 2022.

The relevant interests in the above shares are as disclosed in the Directors’

shareholdings section.

Corporate governance (continued)

For the year ended 30 June 2023

General notice of Directors’ interest

Directors have made general disclosures of interests in accordance with s140(2) of the

Companies Act. Current interests as at 30 June 2023, and those which ceased during

the year, are tabulated below. New disclosures advised during the 2023 financial year

are italicised.

Cathy Quinn Fertility Associates Holdings LimitedChair

Fletcher Building Industries LimitedDirector

Fletcher Building LimitedDirector

Fonterra Co-operative Group LimitedDirector

MinterEllisonRuddWattsConsultant

Rangatira LimitedDirector

University of AucklandPro-Chancellor

Robert BakerFlight Centre Travel Group LimitedDirector – interest advised

November 2022

RightCrowd Limited Chair - interest advised

November 2022

Goodman Private Wealth LtdDirector - interest advised

November 2022

Robert is a retired partner of PwC Australia and receives an annual post-retirement payment in

accordance with the Partnership Agreement he was party to. PwC Australia is a separate entity

to PwC New Zealand, who are engaged as thl’s external auditor. Robert has no past or present

relationship with PwC New Zealand.

Debbie Birch Birch & Associates LimitedDirector

Eastland Generation GroupDirector

Eastland Group LimitedDirector

Eastland Network LimitedDirector – resignation advised

March 2023

Eastland Port LimitedDirector

Gisborne Airport LimitedDirector

Human Rights Measurement Initiative

Charitable Trust

Trustee – advised

November 2022

Miraka Limited (and subsidiaries)Director – interest advised

March 2023

Ngāti Awa Group Holdings LimitedDirector – resignation advised

February 2023

Ngāti Awa Tourism LimitedDirector – resignation advised

February 2023

CORPORATE GOVERNANCE118thl INTEGRATED ANNUAL REPORT 2023

Corporate governance (continued)
For the year ended 30 June 2023

NZTE AIP Advisory PanelMember – advised

January 2023

Raukawa ki te Tonga AHC LimitedChair

Taupō Moana Investments LimitedChair

Te Pūia Tāpapa GP LimitedDirector

Treasury Capital Markets Advisory CommitteeMember – resignation

advised February 2023

Tuaropaki TrustTrustee Elect – interest

advised February 2023

Tūwharetoa Hau Rau GP LimitedDirector

Wellington Free Ambulance TrustTrustee – resignation advised

March 2023

White Island Tours LimitedDirector – resignation advised

February 2023

Rob Hamilton Auckland Grammar SchoolTrustee – resignation advised

September 2022

Auckland Grammar School Foundation TrustMember – interest advised

September 2022

Oceania Healthcare LimitedDirector

Kamari Consulting LimitedDirector and Shareholder

NZX LimitedDirector – interest advised

October 2022, resignation

advised March 2023

Stelvio Consulting LimitedDirector and Shareholder

Synlait Milk LimitedConsultant

Westpac New Zealand LimitedDirector

Sophie MitchellCorporate Travel Management LimitedDirector – interest advised

November 2022

Firstmac LimitedDirector – interest advised

November 2022

Healthcare Logic Global LimitedChair – interest advised

November 2022, resigned

effective July 2023

Multi-year Investment Finance & Governance

Panel, Australia Council for the Arts

Member – interest advised

November 2022

Morgans Foundation LimitedDirector – interest advised

November 2022

Morgans Holdings (Australia) LimitedDirector – interest advised

November 2022

Myer Family Investments LimitedDirector – interest advised

November 2022

Luke TrouchetBarmil Enterprises Pty LtdDirector – interest advised

November 2022

Eastglo Pty LtdDirector – interest advised

November 2022

LGT Holdings Pty LtdDirector – interest advised

November 2022

Salamanda Travel Pty LtdDirector – interest advised

November 2022

Camp Stay Holding Pty LtdDirector – interest advised

November 2022

Camp Stay Pty LtdDirector – interest advised

November 2022

Jamonji Pty LtdDirector – interest advised

November 2022

Jamonji Corp Pty LtdDirector – interest advised

November 2022

KRLG Pty LtdDirector – interest advised

November 2022

RV Boss Pty LtdDirector – interest advised

November 2022

Caravans Away Pty LtdDirector – interest advised

November 2022

Luke Trouchet is a Director of thl subsidiaries as listed on page 121.

Gráinne Troute Investore Property LimitedDirector

Summerset Group Holdings LimitedDirector

Duncan CotterillDirector – interest advised

June 2022

Montana GroupChair – interest advised

July 2023

Tourism Industry AotearoaChair – resignation effective

June 2023

Grant WebsterLes Mills Holdings LimitedChair - interest advised

November 2022

Grant Webster is a Director of thl subsidiaries as listed on page 121.

CORPORATE GOVERNANCE119

thl INTEGRATED ANNUAL REPORT 2023

NZX Waivers
On 27 February 2017 thl obtained a waiver from NZXR from Rule 8.1.7 (which ensures that

options may not be subsequently amended by an issuer in a manner that is detrimental to

the interests of the holders of the underlying Equity Securities). The waiver was granted to

the extent that the Rule would otherwise prevent the issue of options under thl’s long-

term incentive scheme for senior executives, introduced in 2017. The ruling allows for a

formula to be used for the exercise price of the options that will result in a fluctuating

exercise price.

On 22 May 2019 thl obtained a waiver from NZXR from Listing Rule 6.5.2 under the revised

NZX Listing Rules. This waiver re-documented the existing waiver received on 27 February

2017 in respect of Rule 8.1.7 under the former NZX Listing Rules. In May 2023, thl relied on

this waiver in the issuance of new options under its long-term incentive scheme.

On 1 December 2021, thl obtained a waiver from NZ RegCo from Listing Rule 4.9.1(a), to the

extent that the rule would require thl to offer shares in thl to ‘Excluded Shareholders’

under the proposed Scheme of Arrangement with Apollo Tourism & Leisure Limited. The

waiver was provided on the condition that thl must arrange the sale of any thl shares to

which ‘Excluded Shareholders’ would be entitled to if they were eligible, and to account to

those shareholders for the net proceeds. Shares were issued in reliance on Listing Rule

4.9.1(a), as subject to the waiver, on the implementation of the Scheme of Arrangement on

30 November 2022.

Directors’ loans

There were no loans by the Group to Directors.

Directors’ insurance

The Group has arranged insurance cover and provided deeds of indemnity for Directors’

and Officers’ liability.

Auditor

In accordance with section 207T of the Companies Act 1993, PricewaterhouseCoopers are

appointed as the Group’s auditors. Auditors’ remuneration is detailed in note two to the

financial statements.

Subsidiary companies

During the financial year ending 30 June 2023, the Directors of thl’s subsidiary companies

were as follows. No Director of any subsidiary received beneficially any Director’s fees or

other benefits except as an employee

1

. The remuneration and other benefits of such

employees, received as employees, are included in the relevant bandings for

remuneration disclosed under Employee Remuneration on page 116.

thl Motorhomes LimitedGrant Webster

thl Motorhomes UK LimitedGrant Webster, Nick Roach (appointed January 2023),

Daniel Schneider (ceased January 2023)

THL UK and Ireland LimitedGrant Webster (appointed January 2023), Nick

Roach (ceased October 2022, reappointed January

2023), Sarah Roach (ceased October 2022), Daniel

Schneider (ceased January 2023), Gordon Hewston

(ceased January 2023)

Waitomo Caves LimitedGrant Webster

Waitomo Caves Holdings LimitedGrant Webster

Maui Rentals Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

Outdoria Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

TH2connect GP LimitedGrant Webster and Nick Judd

thl Properties NZ LimitedGrant Webster, Nick Judd

Action Manufacturing Group GP LimitedGrant Webster, Nick Judd, Grant Brady, Chris Devoy

and Ralph Marshall

The Green Bus Company Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

thl Oz Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

thl Group (Australia) Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

Tourism Holdings Australia Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

World Travel Headquarters Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

Tourism Holdings Rental Vehicles Pty LimitedGrant Webster, Luke Trouchet (appointed December

2022), Catherine Meldrum (ceased December 2022)

Road Bear NZ LimitedGrant Webster

Corporate governance (continued)

For the year ended 30 June 2023

1

Ralph Marshall and Grant Brady received Directors fees of $35,000 each in FY23 for their directorships in respect of

Action Manufacturing Group GP Limited.

CORPORATE GOVERNANCE120thl INTEGRATED ANNUAL REPORT 2023

Tourism Holdings USA IncGrant Webster
JJ Motorcars IncGrant Webster

El Monte Rents IncGrant Webster

Apollo Tourism & Leisure LtdLuke Trouchet, Karl Trouchet, Grant Webster

(appointed December 2022)

Apollo Motorhome Ultimate Holdings Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo Motorhome Holdings (Aus) Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Cheapa Campa Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

G R L Enterprises Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Talvor Motorhomes Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo Motorhome Holidays Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo Motorhome Industries Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Hippie Camper Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Sydney RV Group Pty ltdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo Investments Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo RV West Pty LtdLuke Trouchet, Grant Webster (appointed May 2023),

Karl Trouchet (ceased May 2023)

AMH Products Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo RV Service & Repair Centre Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo Finance Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Winnebago RV Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo Motorhome Holdings (NZ) Pty LtdLuke Trouchet, Grant Webster (appointed December

2022), Karl Trouchet (ceased December 2022)

Apollo Motorhome Holidays LimitedGrant Webster (appointed December 2022), Luke

Trouchet (ceased December 2022), Karl Trouchet

(ceased December 2022)

Talvor Motorhomes LimitedGrant Webster (appointed December 2022), Luke

Trouchet (ceased December 2022), Karl Trouchet

(ceased December 2022)

Hippie Camper LimitedGrant Webster (appointed December 2022), Luke

Trouchet (ceased December 2022), Karl Trouchet

(ceased December 2022)

Cheapa Campa LimitedGrant Webster (appointed December 2022), Luke

Trouchet (ceased December 2022), Karl Trouchet

(ceased December 2022)

Apollo Car Hire LimitedGrant Webster (appointed December 2022), Luke

Trouchet (ceased December 2022), Karl Trouchet

(ceased December 2022)

Apollo Tourism & Leisure (EU) LtdLuke Trouchet, Karl Trouchet, Daniel Kunzi,

Keith Charlton, Louise Charlton

Apollo Motorhome Holidays GmbHChris Stewart

Apollo Motorhome Holidays SARLKeith Charlton

ATL Canada LtdGrant Webster (appointed February 2023), Kristen

Evans (appointed February 2023), Luke Trouchet

(ceased February 2023), Karl Trouchet (ceased

February 2023), Kelly Shier (ceased February 2023)

CanaDream CorporationLuke Trouchet, Grant Webster (appointed February

2023), Kristen Evans (appointed February 2023), Karl

Trouchet (ceased February 2023), Kelly Shier (ceased

February 2023)

AmeridreamLuke Trouchet, Karl Trouchet, Kelly Shier

CanaDream IncLuke Trouchet, Grant Webster (appointed February

2023), Kristen Evans (appointed February 2023), Karl

Trouchet (ceased February 2023), Kelly Shier (ceased

February 2023)

Apollo Motorhome Holidays LLCLuke Trouchet, Grant Webster (appointed May 2023),

Karl Trouchet (ceased May 2023)

Apollo Tourism & Leisure UK LtdLuke Trouchet, Karl Trouchet, Chris Stewart

Bunk Campers LtdLuke Trouchet, Karl Trouchet, Chris Stewart

Camperco GroupLuke Trouchet, Karl Trouchet, Chris Stewart

Camperco LtdLuke Trouchet, Karl Trouchet, Chris Stewart

Camperworks LtdLuke Trouchet, Karl Trouchet, Chris Stewart

Blue Quadrant Leisure LtdKeith Charlton, Louise Charlton and Mark Austin

Corporate governance (continued)

For the year ended 30 June 2023

CORPORATE GOVERNANCE121thl INTEGRATED ANNUAL REPORT 2023

Board of Directors
Cathy Quinn (Auckland)

Independent Director appointed in

September 2017. Cathy was appointed

Chair of thl in June 2022 and serves on

all of thl’s Board Committees. Cathy is

a former senior corporate partner at

MinterEllisonRuddWatts. She served as the

firm’s Chair for eight years during a period

of transformation and growth. Cathy is a

Director of Fletcher Building Limited,

Fonterra Co-operative Group Limited,

Rangatira Limited and is Chair of Fertility

Associates. Cathy is also Pro-Chancellor

of the University of Auckland. Cathy is a

former member of the NZ Securities

Commission and Capital Markets

Development Taskforce, and was made

an Officer of the NZ Order of Merit in 2016

for services to law and women.

Robert Baker (Brisbane)

Independent Director appointed in

November 2022. Rob serves on the Audit

and Risk Committee and Health, Safety

and Sustainability Committee. Rob is an

experienced Non-Executive Director, and

his current ASX Board positions include

Non-Executive Director and Chair of the

Audit and Risk Committee of Flight Centre

Travel Group Ltd (ASX: FLT) and Non-

Executive Chairman of RightCrowd Limited

(ASX: RCW). Rob is also Chairman of

Goodman Private Wealth Ltd and has

several pro bono Board or Advisory Board

roles with organisations in the not-for-

profit sector including Chairman of the

Audit and Risk Committee of Australian

Catholic University Limited.

Debbie Birch (Taupo)

Independent Director appointed in

September 2016. Debbie Chairs the Health,

Safety and Sustainability Committee

(appointed June 2022). Debbie has held

various Director and trustee positions for

the last 10 years and is currently Chair of

Taupō Moana Investments Limited and

Raukawa ki te Tonga AHC Limited. Debbie

is a Board member of Eastland Group and

associated subsidiaries. Debbie has

significant financial, commercial and

strategic experience gained in Asia,

Australia and New Zealand with more than

30 years’ working in global capital markets.

Rob Hamilton (Auckland)

Independent Director appointed in

February 2019. Rob Chairs the Audit and

Risk Committee (appointed November

2019) and serves on the Remuneration

and Nomination Committee and Market

Disclosure Committee. Rob is a respected

member of the finance community, with

more than 30 years’ experience in senior

roles. Rob is currently a Director of Westpac

New Zealand Limited and Oceania

Healthcare Limited. He was previously

Chief Financial Officer at SkyCity

Entertainment Group Limited and

Managing Director and Head of Investment

Banking at Jarden (formerly First NZ

Capital). Rob has previously been a Board

member on the New Zealand Olympic

Committee and Auckland

Grammar School.

122

thl INTEGRATED ANNUAL REPORT 2023

BOARD OF DIRECTORS

Gráinne Troute (Auckland)
Independent Director appointed in

February 2015. Gráinne Chairs the

Remuneration and Nomination Committee

(appointed February 2015) and serves on

the Health, Safety and Sustainability

Committee. Gráinne is a Chartered Fellow

of the Institute of Directors and is also a

Director of Summerset Group Holdings

Limited, Investore Property and Duncan

Cotterill, and is Chair of the Montana Group.

Gráinne is a professional Director with

many years’ experience in senior executive

roles. Gráinne was General Manager,

Corporate Services at SkyCity

Entertainment Group and Managing

Director of McDonald’s Restaurants (NZ).

Gráinne also held senior management

roles with Coopers and Lybrand (now PwC)

and HR Consultancy Right Management.

She has also spent many years as a Trustee

and Chair in the not-for-profit sector,

including having been the Chair of Ronald

McDonald House Charities New Zealand

for five years.

Sophie Mitchell (Brisbane)

Independent Director appointed in

November 2022. Sophie serves on

the Audit and Risk Committee, the

Remuneration and Nomination Committee

and the Market Disclosure Committee.

Sophie is an experienced professional in

the finance industry and holds Non-

Executive Director roles in Corporate Travel

Management Limited (ASX: CTD), Myer

Family Investments Limited, Firstmac

Limited and Morgans Holdings (Australia)

Limited. Sophie was previously Chair of

Apollo Tourism & Leisure Ltd, prior to the

merger with thl.

Grant Webster (Auckland)

Grant was appointed Managing Director

in November 2022 and was originally

appointed as Chief Executive Officer in

December 2008. Grant has served on

various industry and Government bodies

including nine years on the Tourism

Industry Aotearoa Board including

periods as Chair and Deputy Chair. Grant

was also a co-Chair for the New Zealand

Government’s Tourism Futures

Taskforce in 2020.

Grant’s background includes senior

executive roles across the tourism,

hospitality, gaming and retail industries,

where he held Director and general

management roles within the retail sector

before moving into tourism. Grant holds

a Bachelor of Commerce degree from

Victoria University and has completed

executive studies at the Insead

Advanced Management Programme in

Fontainebleau and Monash University,

Melbourne Australia. Outside of thl, Grant

is on the Board of Les Mills Holdings NZ.

Luke Trouchet (Brisbane)

Luke moved into the Executive Director

role as part of the merger between

thl and Apollo Tourism & Leisure in

November 2022. Luke was appointed as

CEO and Managing Director of Apollo in

2001, when he took over the management

control of the business his parents founded,

with his brother Karl. Luke led Apollo

through a strong growth period, expanding

internationally to New Zealand, the United

States, Canada, United Kingdom and

Europe. Luke’s entrepreneurial mindset

helped the business make a number of

strategic acquisitions that delivered strong

financial performance. Luke continued to

drive Apollo forward to become a

global RV solution.

Board of Directors (continued)

123thl INTEGRATED ANNUAL REPORT 2023BOARD OF DIRECTORS

Corporate Information
Directors

Cathy Quinn – Chair

Robert Baker

Debbie Birch

Rob Hamilton

Sophie Mitchell

Gráinne Troute

Luke Trouchet

Grant Webster

Executive Team

Grant Webster – Chief Executive Officer and Managing Director

Luke Trouchet – Executive Director

Nick Judd – Chief Financial Officer

Stacey Davis – Chief Operating Officer (Australia)

Chris Devoy – Chief Executive Officer – Action Manufacturing

Kristen Evans – Chief Operating Officer (Canada)

Scott Fahey – Chief Marketing Officer

Ollie Farnsworth – Chief Transformation Officer

Matthew Harvey – Chief Operating Officer (New Zealand)

Gordon Hewston – Chief Operating Officer (USA)

Jo Hilson – Chief Technology Officer

Kate Meldrum – Chief People and Capability Officer

Nick Roach – Chief Operating Officer (United Kingdom)

Juhi Shareef – Chief Responsibility Officer

Nick Voss – Deputy Chief Financial Officer (Acting)

Registered office

Level 1

83 Beach Road

Auckland 1010

New Zealand

Securities exchange

Tourism Holdings Limited shares are primary listed on the New Zealand Stock

Exchange (NZX), with a secondary listing on the Australian Stock Exchange

(ASX) with foreign exempt listed status.

Share registrar

Link Market Services Limited

PO Box 91976

Auckland

Tel: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Primary Solicitors

MinterEllisonRuddWatts

Bankers

ANZ Bank New Zealand Limited

Australia and New Zealand

Banking Group Limited

Westpac New Zealand Limited

Westpac Banking Corporation

Auditors

PricewaterhouseCoopers

124

thl INTEGRATED ANNUAL REPORT 2023

CORPORATE INFORMATION

thl INTEGRATED ANNUAL REPORT 2023

THLONLINE.COM

---

FY23 FULL YEAR INVESTOR
PRESENTATION

29 AUGUST 2023

UNITED

FOR GROWTH

thl FY23 INVESTOR PRESENTATIONthl FY23 INVESTOR PRESENTATION
2

This presentation contains forward-looking statements and

projections. These reflect thl’s current expectations, based

on what it thinks are reasonable assumptions. The

statements are based on information available to thlat the

date of this presentation and are not guarantees or

predictions of future performance. For any number of

reasons, the future could be different and the assumptions

on which the forward-looking statements and projections

are based could be wrong. thlgives no warranty or

representation as to its future financial performance or any

future matter. Except as required by law or NZX listing

rules, thlis not obliged to update this presentation after its

release, even if things change materially.

This presentation has been prepared for publication in New

Zealand and may not be released or distributed in the

United States.

This presentation is for information purposes only and does

not constitute financial advice. It is not an offer of securities,

or a proposal or invitation to make any such offer, in the

United States or any other jurisdiction, and may not be

relied upon in connection with any purchase of thl

securities. thlsecurities have not been, and will not be,

registered under the US Securities Act of 1933 and may not

be offered or sold in the United States, except in

transactions exempt from, or not subject to, the

registration of the US Securities Act and applicable US

State securities laws. Past performance information given

in this presentation is given for illustrative purposes only

and should not be relied upon as an indication of future

performance.

This presentation may contain a number of non-GAAP

financial measures. Because they are not defined by

Generally Accepted Accounting Practice in New Zealand

(NZ GAAP) or International Financial Reporting Standards

(IFRS), thl’s calculation of these measures may differ from

similarly titled measures presented by other companies

and they should not be considered in isolation from, or

construed as an alternative to, other financial measures

determined in accordance with NZ GAAP.

This presentation does not take into account any specific

investors objectives and does not constitute financial or

investment advice. Investors are encouraged to make an

independent assessment of thl. The information contained

in this presentation should be read in conjunction with

thl’s latest financial statements, which are available at:

www.thlonline.com.

thl FY23 INVESTOR PRESENTATION
3

•Statutory net profit after tax (NPAT) of $49.9M, an increase of $52M on

the prior year

•A record underlying NPAT of $47.8M and pro forma underlying NPAT of

$77.1M (which includes the impact of acquisition accounting)

1

•Pro forma underlying NPAT of $81.1M after removing the impact of

acquisition accounting, which was not included in previous guidance of

$75M+ (refer to slide 8)

•Historic merger with Apollo completed with successful initial integration

•Group Return on Funds Employed of 15.8% (refer to slide 28)

•A final dividend of 15 cents per share declared (100% imputed, 25%

franked), representing the full year dividend as no interim dividend was

paid

•New thl dividend policy targets distribution of 40 –60% of underlying

NPAT

•FY24 will be the first year with a full 12-month contribution of the Apollo

business to thl’s results. We are positive about thl’s opportunity for

growth in FY24 and beyond, and intend to provide further guidance on

our medium-term growth aspirations at the 2023 Annual Meeting

1

Pro forma underlying NPAT is a non-GAAP measure which includes the results of Apollo and Just

go for the 12-months of FY23 on an assumed 100% ownership basis, notwithstanding that those

acquisitions took place part way through the year

Executive summary

thl FY23 INVESTOR PRESENTATION
4

•As the Scheme of Arrangement with Apollo Tourism & Leisure Ltd (ATL or Apollo) completed on 30 November 2022, thl’s FY23 consolidated

financial statements (prepared in accordance with NZ GAAP and IFRS)do not include Apollo’s results for the five-month period prior to 30

November 2022

•Given the materiality of Apollo’s future earnings contribution to thl, measures of financial performance for FY23 in this presentation are set

out from two perspectives:

•thl including 7 months of Apollo in FY23: thl’s results for the twelve months ending 30 June 2023 inclusive of Apollo’s result from 1

December 2022 to 30 June 2023

•Pro forma including 12 months of Apollo: The consolidated results of both thland Apollo for the twelve months ending 30 June 2023.

For comparison purposes, in these instances if prior corresponding period figures are provided, then those figures also include twelve

months of both thl and Apollo, despite Apollo not being owned by thlin that period

•Unless indicated otherwise, figures in this Investor Presentation represent thl including 7 months of Apollo in FY23

•Figures that represent the pro forma including 12 months of Apollo are labelled as such and identified with a red border

•Provisional acquisition accounting values for the acquired assets and liabilities of Apollo have been included in thl’s FY23 consolidated

financial statements and in this presentation. The inclusion of these provisional values has had a consequential impact on thl’s NPAT in FY23

and will impact FY24 and beyond. Refer to slides 42 and 43 for further information

•This presentation contains an underlying view of performance at times. This view excludes the non-recurring items that are detailed in the

Important Notes section on slide 39. Underlying performance is a non-GAAP measure and includes the impact of acquisition accounting,

unless stated otherwise. A reconciliation of statutory to underlying net profit after tax is provided on slide 7

•Non-GAAP measures are provided as thlbelieves that they provide useful information to assist readers to better understand the financial

performance during the period. These should not be viewed in isolation and should be read in conjunction with the NZ GAAP andIFRS

measures in the reported consolidated financial statements

Important information on the presentation of financial performance

thl FY23 INVESTOR PRESENTATION
5

Our global footprint –7,233 vehicles

as at 30 June 2023

JAPAN

FRANCHISEE

UK & EUROPE

FLEET

532 (7%)

RV RENTALS

EX-RENTAL RV SALES

AUSTRALIA

FLEET

2,081 (29%)

RV RENTALS

NEW, USED AND EX-RENTAL

RV SALES

RV MANUFACTURING

NEW ZEALAND

FLEET

1,400 (19%)

RV RENTALS

NEW, UESD AND EX-RENTAL RV SALES

RV AND COMMERCIAL MANUFACTURING

TOURISM ATTRACTIONS & ACTIVITIES

USA

FLEET

1,818 (25%)

RV RENTALS

EX-RENTAL RV SALES

SOUTH AFRICA

FRANCHISEE

CANADA

FLEET

1,402 (19%)

RV RENTALS

EX-RENTAL RV SALES

thl FY23 INVESTOR PRESENTATION
RELAUNCH OF

KIWI EXPERIENCE

FROM HIBERNATION

RETURN OF

INTERNATIONAL TOURISTS

TO DISCOVER WAITOMO

ROLL OUT OF MOTEK, OUR

GLOBAL BOOKING AND FLEET

MANAGEMENT PLATFORM

IMPLEMENTED NEW FINANCING

ARRANGEMENTS FOR

MERGED GROUP

RATIONALISATION OF

FINANCING STRUCTURE WITH

REDUCTION OF LENDERS

LAUNCH OF NEW

FUTURE FLEET EV

PROJECTS GLOBALLY

US OPERATIONS REDUCED WATER

USE BY 50% OVER

LAST FOUR YEARS

AUSTRALIA BRANCHES

REDUCED ELECTRICITY USE BY

22% OVER LAST THREE YEARS

MELBOURNE REDUCED

WASTE BY 35% OVER LAST

THREE YEARS

ROLLOUT OF NEW

FUTURE-FIT BRANCH ACTION

PLANS GLOBALLY

LAX REDUCED WASTE TO

LANDFILL BY ~30% OVER LAST

THREE YEARS

211 NOMINATIONS

FOR CREW

RECOGNITION AWARD

TRANSFORMATIONAL

MERGER WITH APOLLO

TOURISM & LEISURE LTD

ACHIEVED HIGHEST MARKET

CAPITALISATION IN

thl’s HISTORY IN FY23

DUAL-LISTED

ON AUSTRALIAN

STOCK EXCHANGE

DELIVERED A RECORD

UNDERLYING NET PROFIT

AFTER TAX RESULT

ACTION MANUFACTURING’S

ACQUISITIONS OF TRANSCOLD AND

FREIGHTER

ACQUIRED REMAINING

SHAREHOLDING IN

JUST GO MOTORHOMES

CONSOLIDATION OF 13 thl

AND APOLLO BRANCHES

ACROSS AUSTRALASIA

DIVESTMENT OF

MOTORHOMES AND BRANCHES

TO JUCY RENTALS

NEW PLATINUM

4-BERTH AND 6-BERTH

VEHICLE DESIGNS

EXPANSION OF TOWABLE AND

MOTORISED PRODUCT RANGE IN

AUSTRALIAN RV DEALERSHIPS

RELOCATION OF

ACTION MANUFACTURING

TO NEW HAMILTON FACTORY

SALE AND LEASEBACK

OF APOLLO’S PROPERTIES

IN CANADA

6

A year of achievements

thl FY23 INVESTOR PRESENTATION

thl FY23 INVESTOR PRESENTATION
7

•Statutory NPAT of $49.9M, up $52.0M on the pcp

•Underlying NPAT of $47.8M, up $53.2M on the pcp

•Pro forma underlying NPAT (including 12 months of Apollo and the

remaining 51% share of Just go for Q1 FY23) was $77.1M

1

•The results for FY23 and FY22 include several non-recurring items,

primarily relating to transactions, as summarised in this slide

•For the purpose of calculating underlying NPAT, these non-

recurring items have been excluded. Refer to slide 39for further

information on each of the non-recurring items

•All figures above include the impact of acquisition accounting,

which reduced NPAT by $4.0M

•A correction to the exchange rate applied to Apollo’s underlying

NPAT for the 5 months to 30 November 2022 has resulted in an

increase from $27.2M (as reported at thl’s FY23 Interim Results) to

$28.4M

1

The acquisition of Apollo completed on 30 November 2022 and the acquisition of the

remaining 51% interest in Just go completed on 30 September 2022. The pro forma includes the

results for both those businesses assuming 100% ownership across the full 12 months of FY23.

Reconciliation of statutory, underlying

and pro forma performance

Reconciliation of statutory and underlying results

NZD $MFY23FY22VAR%

Statutory net profit/(loss) after tax* 49.9 (2.1) 52.0N/M

Apollo merger transaction costs 5.8 5.1 0.714%

Tax effect on merger transaction costs(2.8) (0.2) (2.6)(1,300%)

Gain on revaluation of 49% shareholding in Just go and

existing Apollo shareholding

(4.1)


(4.1)N/M

Gain on revaluation of deferred consideration in

Camplify Holdings Limited

(1.0)


(1.0)N/M

Gain on sale of shareholding in Roadpass Digital


(1.3) 1.3N/M

Gain on sale of Mighway and SHAREaCAMPER


(5.3) 5.3N/M

Goodwill impairment of triptech


0.7 (0.7)N/M

Gain on loan forgiveness in relation to triptech


(2.3) 2.3N/M

Underlying net profit/(loss) after tax 47.8 (5.4) 53.2N/M

Pro forma underlying results

NZD $MFY23


Underlying net profit after tax 47.8

Apollo underlying net profit after tax for the 5 months

Jul 2022 to Nov 2022 (as reported in FY23 Interim Results)

27.2

Correction to exchange rate applied to Apollo

underlying NPAT for 5 months from Jul 2022 to Nov 2022

1.2

51% share of Just go underlying net profit after tax for 3

months Jul 2022 to Sep 2022

0.9

Pro forma underlying net profit after tax 77.1

* includes non-recurring items

thl FY23 INVESTOR PRESENTATION
8

•thl’s FY23 profit guidance was for:

•underlying NPAT above $48M; and

•pro forma underlying NPAT above $75M

•The guidance noted that the acquisition accounting for the acquisition of

Apollo was incomplete, and that it would impact FY23 NPAT

1

•The net impact of acquisition accounting adjustments on FY23 NPAT was a

$4.0M reduction

•After removing the impact of acquisition accounting, thl’s underlying NPAT

was $51.8M and pro forma underlying NPAT was $81.1M

•The pro forma guidance assumed the Apollo contribution to underlying NPAT

for the five months to 30 November 2022 would be $27.2M. A correction to the

exchange rate applied has increased this contribution by $1.2M to $28.4M

•The pro forma guidance did not include earnings from the remaining 51% share

of Just go in Q1 FY23 (during which thl owned 49% of Just go). This additional

earnings contribution of $0.9M is now included to provide a full 12-month pro

forma view

•Outperformance relative to earlier expectations of underlying NPAT above

$48M is attributable to vehicle sales volumes exceeding expectations in

Australia and UK, a better net synergy contribution, a strong performance from

Action Manufacturing and a lower final income tax expense

•The Apollo acquisition accounting will have an ongoing impact on thl’s

reported earnings. The impact on FY24 NPAT is estimated to be a NZ$4.4M

reduction and the impact on FY25 and beyond is estimated to be a NZ$2.3M

reduction

•Refer to slides 42 and 43 for further detail on the acquisition accounting

impacts

1

Refer to thl announcement “thl provides pro forma underlying FY23 guidance” released on 15

February 2023.

Reconciliation to FY23 profit guidance

NZD $M

FY23

Underlying net profit after tax

47.8

Reversal of IFRS 16 fair value adjustment impacts

1.3

Reversal of vehicle inventory fair value adjustment impacts

2.7

Reversal of amortisation on pre-merger intangible assets (excluding goodwill)

(0.5)

Reversal of non-fleet PPE fair value adjustment impacts

0.2

Reversal of factory work-in-progress fair value adjustment impacts

0.3

Underlying NPAT after removing acquisition accounting impacts

51.8

NZD $M

FY23

Underlying NPAT after removing acquisition accounting impacts

51.8

Apollo underlying net profit after tax for the 5 months Jul 2022 to Nov 2022 (as

reported in FY23 Interim Results)

27.2

Correction to exchange rate applied to Apollo underlying NPAT for 5 months

from Jul 2022 to Nov 2022

1.2

51% share of Just go underlying net profit after tax for 3 months Jul 2022 to Sep

2022

0.9

Pro forma underlying NPAT after removing acquisition accounting

impacts

81.1

thl FY23 INVESTOR PRESENTATIONthl FY23 INVESTOR PRESENTATION
AS AT 30 JUNE 2023

Our year in review

9

+$52.0M

STATUTORY

NET PROFIT

AFTER TAX (NPAT)

$

49.9

M

(FY22: -$2.1M)

+$226.6M

NET DEBT

4

$

285.1

M

(FY22: $58.5M)

+$53.2M

UNDERLYING NPAT

1

$

47.8

M

(FY22: -$5.4M)

+3,172

FLEET AT YEAR END

7,233

(FY22: 4,061)

5

UNDERLYING PRO

FORMA NPAT

1,2

$

77.1

M

(FY22: N/A)

+$318.0M

TOTAL REVENUE

$

663.8

M

(FY22: $345.8M)

+$82.0M

EBIT

$

88.9

M

(FY22: $6.9M)

UNDERLYING

PRO FORMA NPAT

1,2,3

(REMOVING ACQUISITION

ACCOUNTING ADJUSTMENTS)

$

81.1

M

(FY22: N/A)

1

Excludes the following non-recurring items: A $4.1M gain on the revaluation of 49% shareholding in Just Go and existing Apollo shares, a $1.0M gain on revaluation of shares held in Camplify Holdings Limited; offset by $$3.0M (after tax) of

transaction costs in relation to the Apollo merger.

2

Includes 12 months of Apollo and Just go results at assumed 100% ownership, notwithstanding that those businesses became wholly-owned part way through the year. Refer to the Investor Presentation for reconciliations to Statutory NPAT.

3

$81.1M result is after removing the $4.0M net reduction in NPAT impact of the Apollo acquisition accounting adjustments.

4

Net debt refers to interest bearing loans and borrowings less cash and cash equivalents.

5

4,061 includes Just go fleet and therefore differs from thl’s reported fleet at FY22 year-end of 3,858.

The last 12 months have seen numerous

achievements and new milestones. We

have merged thl and Apollo to create the

world’s largest commercial RV rental

operator. We have delivered a record profit

result. We have listed on the ASXand we

have commenced the payment of dividends.

It is a trulyexciting time at thl as we have

taken actions and capitalised on

opportunities over thelast 12 months to

create the potential for years of future

growth.

thl FY23 INVESTOR PRESENTATION
Dividend

•thl’s new dividend policy targets a pay-out ratio of 40 to 60% of underlying net

profit after tax

•The new policy factors in thl’s equity position and anticipated fleet regrowth

capital requirements

•The Board have declared a final FY23 dividend of 15 cents per share –

representing the distribution of ~42% of the pro forma underlying NPAT. The

dividend represents the full year dividend as no interim divided was paid

•The final dividend is 100% imputed and 25% franked

•The record date is 15 September 2023and the payment date is 29 September

2023

•The final dividend is eligible for the thl Dividend Reinvestment Plan at a

discount of 2% for participating shareholders. An updated Dividend

Reinvestment Plan offer document has been released and is available at

thlonline.com –shareholders can make their DRP elections at

investorcentre.linkmarketservices.co.nz(NZX holders) or

investorcentre.linkgroup.com(ASX holders)

•The Dividend Reinvestment Plan election date is 18 September 2023

•Future dividend payments are expected to be weighted approximately 30%/70%

between the interim and final dividends. This weighting complements the

seasonal annual cashflow cycle of the business and enables more efficient

capital management

10

thl FY23 INVESTOR PRESENTATION
11

Capital expenditure

Note: Fleet purchased or sold under buyback arrangements are not treated as additions/sales of fixed assets, they are treated as operating leases under IFRS reporting. In the above charts,

the purchases and sales under buyback arrangements have been included however these are not categorised as capital expenditure in the financial statements. Gross capital expenditure

also includes non-fleet capital expenditure but has historically been immaterial relative to the proportion of fleet capital expenditure.

•A substantial increase in gross capital expenditure as the rental businesses shift to fleet regrowth to meet increasing rental demand

•Gross capital expenditure increased to $337M while net capital expenditure was $162M, in each case excluding expenditure and sales by Apollo

prior to the merger

•On a pro forma basis including 12 months of Apollo, FY23 gross capital expenditure was $404M and net capital expenditure was $119M. This

includes the sale of 310 motorhomes to Jucy Rentals immediately prior to completion of the merger

•We expect a similar level of net fleet capital expenditure to FY23 (~$160M) in FY24, with the bulk of our net investment value in New Zealand

and Australia. We also expect approximately $30M of non-fleet capital expenditure (including property capex) in FY24

$120

$107

$181

$337

$0

$50

$100

$150

$200

$250

$300

$350

$400

FY20FY21FY22FY23

Gross Capital Expenditure ($M)

(including 7 months of Apollo)

$135

$197

$186

$175

$0

$50

$100

$150

$200

$250

FY20FY21FY22FY23

Proceeds from Fleet Sales ($M)

(including 7 months of Apollo)

-$15

-$90

-$5

$162

-$150

-$100

-$50

$0

$50

$100

$150

$200

FY20FY21FY22FY23

Net Capital Expenditure ($M)

(including 7 months of Apollo)

thl FY23 INVESTOR PRESENTATION
12

•thl’s funding is sourced from multiple lenders through

various funding types including a syndicated bank debt

facility, asset financing and floor plan finance

•The structure aims to provide an effective balance of

certainty, quantum and cost of funding, recognising the

profile of thl’s liquid assets

•thl’snet debt on 30 June 2023 was $285M, in line with our

earlier guidance of year-end net debt of around $275M

•The effective interest rate on bank borrowings in FY23 was

7.4%, down from 8.5% in FY22

•The increase in net debt from $58M on 30 June 2022 relates

to debt acquired through the merger with Apollo and fleet

capital expenditure

•All of Apollo’s COVID-19 support loans have now been repaid

•The recent refinancing of thl’s syndicated bank debt facilities

in June 2023 has seen an increase in the facility size from

~$150M to ~$250M and lower borrowing margins with

maturity extended out to July 2025

•Based on the FY23 proforma EBITDA, thl’s net debt to

EBITDA ratio is ~1.3x

•While interest cost synergies are being realised, overall

borrowing costs have increased due to base rates increases

Funding arrangements

30 June 2023

Total facility

size

DrawnUndrawn

Syndicated bank debt

$250.9M$107.4M$143.5M

Asset finance

$411.0M$216.1M$194.9M

Floor plan finance

$54.5M$36.8M$17.6M

Other loans$3.5M$1.6M$1.9M

Total$719.9M$362.0M$357.9M

RegionKey lenders

AustralasiaANZ, Westpac, Mercedes, Toyota, ASB, DLL

USAANZ, Westpac, Wells Fargo

CanadaRoyal Bank of Canada, DLL, Scotiabank

UK/EuropeANZ, HSBC

thl FY23 INVESTOR PRESENTATION
13

Integration

update

13

thl FY23 INVESTOR PRESENTATION
14

Project Orange update

•To date we have realised the previously stated synergy

targets at a faster rate than expected

•By June, 13 branches across New Zealand, Australia

and the UK were consolidated to single sites

•The first stage of the North American review into fleet

synergy opportunities is now complete. This will

commence in FY24 with expected benefits accruing

from FY25 estimated at US$1M -$1.5M in cash savings

per annum, with the potential to meaningfully

increase over time

•Brisbane Manufacturing is now part of the Action

Manufacturing family to align manufacturing design

and processes and execute on synergies

•In FY23 we incurred $3M in synergy implementation

costs and estimate that $5M in cumulative synergies

were realised, resulting in a net $2M cash-saving

contribution

•We expect to incur approximately $4M in synergy

implementation costs in FY24, putting overall costs at

the low-to-mid end of the estimated $7M -$11M range

advised in the Scheme Booklet

•We remain on track with our original expectations for

~$16.5M of fixed cost EBIT synergies to be realised by

the end of FY25 or earlier (~$16.5M represents the 70%

fixed proportion of the expected $23 -$24M EBIT cost-

out synergies)

Earlier update –May 2023Latest update –August 2023

Labour

Savingson track for FY23. FY24 may be

slightly delayed due to integration

intensity, no long-term concerns

Synergies remain on track. No long-term

concerns.

Group Support /

Corporate

Duplicate group support services spend

phasing out

Duplicate group support services spend

phased out. Corporate procurement

efficiencies on track.

Sales &

Marketing

Duplicate fixed costs removed.

Performance marketing spend on track

Duplicate fixed costs removed.

Performance marketing spend on track

IT

Focus on integration over costs at

present, timing issue only

Focus remains on integration over costs.

Timing issue only

Property

All properties consolidated by mid-May.

Three sites still to be subleased

All properties consolidated. Two sites still

to be subleased

Bill of Materials

Primary focus is cost increase mitigation.

Fleet consolidation is on track

New manufacturing model announced

enabling more synergies between NZ and

Australia. Confidence remains on synergy

target, however some BOM savings may

be realised later than initially planned

Repairs &

Maintenance

On track, also managing against

inflation-based cost increases

Tenders out to market in three high-spend

categories with two more in planning

Vehicle Sales

Margins

All target vehicles now sold through

internal retail distribution channels

All target vehicles now sold through

internal retail distribution channels

Interest

Funding arrangements rationalisedand

interest savings ahead of schedule

Funding arrangements rationalised and

interest savings ahead of schedule

UK and Ireland

Opportunities progressing across

commercial, operational and marketing

Opportunities progressing across

commercial, operational and marketing

North America

Exploring fleet opportunities to improve

Canadian off-season utilisation

Fleet synergy areas identified between

Canada and USA

Commercial

Standardisation

Pricing now run by a single team with

fleet on single system from mid-May

Pricing now run by a single team with fleet

on single system. Potential further

utilisation benefits from scheduling system

upgrades

thl FY23 INVESTOR PRESENTATION
15

Our synergy tracking methodology

NPAT

Synergy

Tracking

Other P&L

Indicators

Project Orange Actions

and Processes

Record NPAT

achievement is the

ultimate test and

measure of success

We track our

realised synergy

numbers against

the modelled

counterfactuals

We adopt other

P&L indicators in

the business to

track and embed

savings

We get assurance from specific Project

Orange synergy actions and

governance processes

•Our synergy tracking model tracks measurable results against counterfactual

baselines of each company on a standalone basis, with permanent P&L indicators

embedded to sustain synergies

•The complexity in modelling to standalone counterfactual baselines in a changing

external environment increases the further time passes from completion of the

merger

•In time we expect to move to an overall NPAT measure as a target that reflects the

successful realisation of the expected merger synergies

thl FY23 INVESTOR PRESENTATION
Latest

trends

thl FY23 INVESTOR PRESENTATION
1717

~55% up

on FY19

Yields in

Q1 –Q3 FY24

showing

strong growth

on FY23 pcp

~85% up

on FY19

Yields in

Q1 –Q3 FY24

showing

growth on

on FY23 pcp

~40% up

on FY19

2023 peak

season yields in

line with the

2022 peak

season

~50% up

on FY19

2023 peak

season yields in

line with the

2022 peak

season

AustraliaUSA

Latest Average

Rental Yield

Trends

1

UKNew Zealand

FY23 Average

Rental Yields

~20% up

on FY19

2023 peak

season yields

showing

growth on

2022 peak

season

Canada

1

Represents the yield trends observed in the Northern Hemisphere peak season bookings (June 2023 –September 2023) and

Southern Hemisphere bookings for Q1 to Q3 of FY24 (July 2023 -March 2024), in each case compared to the previous

corresponding period

Pre-COVID

Peak

Disruption

Recovery

Breakout

Growth

Flattening

Growth

Yield

Stabilisation

Pre-COVID

NZ

AU

UK

CA

US

Rental yield trends

Phases

Guide to yield phases in each market*

Rental yield trends

•Yields are being closely managed in all markets and are either continuing growth or

holding the recent increases

•The chart on the left is illustrative and shows where we believe each market is relative to

each market’s “peak yield”:

•USA and UK yields have hit peak levels

•Australia and Canada yields are growing but have entered a flattening growth

phase

•New Zealand yields are still growing strongly

•The ~85% lift in average yield in Australia in FY23 brings the market in line with the

traditionally higher yields achieved in other operating markets, as Australia had the lowest

average yield historically. Canada achieved the highest average rental yield pre-COVID. As

such, it has experienced a smaller uplift on a percentage basis relative to other markets

•Forward bookings in New Zealand are showing strong growth on the prior period, partly

due to the prior season being impacted by late border opening announcements

•We expect the stabilisation of pricing in broader tourism and the return of supply to place

some pressure on yields, but that the new stabilised RV rental yields will remain materially

higher than pre-COVID in all markets, as higher pricing is required to offset the increased

costs of RV rental operators

*Average rental yields by market are not to scale and not directly comparable with one another.

This chart is illustrative

showing where we believe

each market is relative to each

market’s “peak yield” position

thl FY23 INVESTOR PRESENTATION
18

Fleet sales margin trends

Expected to

remain stable in

FY23 and start to

normalise in FY24

H1: NZ$30.7k

H2: NZ$29.8k

Expected to

remain stable in

FY23 and

normalise in FY24

H1: A$36.1k

H2: A$35.3k

Expected to

continue to

normalise across

CY23

H1: US$21.6k

H2: US$14.5k

Expected to

continue to

normalise across

CY23

H1: £16.4k

H2: £17.3k

AustraliaUSA

FY23 Average

Fleet Sales Margin

Trends

2

UKNew Zealand

Previous

Guidance

1

Expected to

continue to

normalise across

CY23

H1: C$37.8k

H2: C$25.4k

Canada

1

As advised as part of thl’s 2023 Investor Day presentation on 9 May 2023.

2

Reflects average gross fleet sales margin which equates to sales revenue (net of any wholesaler commissions) less the net book value of the vehicles sold. Includes

fleet sales by Apollo both before and after completion of the merger on 30 November 2022 and therefore metrics may vary to the reported sales margin in the FY23

Interim Results Presentation (which represented thl sales in the first half only). Excludes new retail and trade-in sales.

In line, guidance

unchanged

In line, guidance

unchanged

In line, guidance

unchanged

Margins higher

than expected,

now expected to

normalise in FY24

FY23 Trends

Compared to

Previous

Guidance

In line, guidance

unchanged

thl FY23 INVESTOR PRESENTATION
19

•Global fleet size on 30 June 2023 of 7,233, up ~550 vehicles

from the combined thl and Apollo fleet on 30 June 2022

1

•Our key focuses for fleet growth in FY24 will be New Zealand,

Australia and the UK

•The growth of our North American fleet in the near term will

be mindful of the softening sales environment, higher cost of

new vehicles at present and achieving the optimal balance

between yield and utilisation outcomes

•Our medium-term expectations are now that global fleet will

be below 9,500 vehicles at the end of FY25. Our growth

trajectory will be responsive to how the return of supply

impacts market dynamics in each jurisdiction, with a focus on

market share

•Our supply normalisation expectations are unchanged:

•chassis supply in New Zealand/Australia to normalise in

late CY24

•motorhome supply in North America to normalise in

early CY24

•motorhome supply in UK/Europe to normalise in late

CY24

1

For comparisons purposes the 30 June 2022 fleet size includes Just go and Apollo fleet,

however those businesses were not yet wholly-owned/owned by thl on that date.

0

500

1000

1500

2000

2500

3000

3500

4000

New ZealandAustraliaUSACanadaUK/Europe

Fleet size at year end – thl and Apollo combined

FY19FY20FY21FY22FY23

Global fleet position

Includes 1,045 Apollo vehicles

that were sold in FY20 as

Apollo exited the USA market

thl FY23 INVESTOR PRESENTATION
20

The North American sales environment

Earlier this year you indicated there was a potential timing risk to achieving your FY23 profit

guidance due to vehicle sales in North America. What is the latest on that situation?

In the early North American selling season, we saw that wholesale demand was slow to return. This was expected

to be partly due to dealers overstocking on towable vehicles (creating full credit lines), longer winter weather and

uncertainty around the macro environment. We expected that this was a timing issue only as there remained a

significant shortage of available new chassis, which would see used RVs in demand.

With our balance date of 30 June in the middle of the North American selling season, we communicated the risk

to achieving our FY23 guidance if sales that we expected to occur in late FY23 instead fell into early FY24. Our

USA vehicle sales in May/June 2023 ultimately ended ahead of forecast, however sales in Canada were down. The

combined result was that North American sales were about 90 vehicles down. We are targeting to recover the

shortfall volumes in the first half of FY24. However, we did meet our overall FY23 guidance (which excluded the

acquisition accounting impacts) with sales in other markets exceeding forecast.

As the season has progressed it has become clear that retail RV demand in North America is softening due to the

current macroconditions, high inflation and rising interest rates. Positively we see thlin a stronger position than

most as weexclusively sell used motorisedRVs at a lower price point, so get the benefit of buyers substituting

down from a more expensive new motorhome.

We are seeing the industry manage the changes well, with new RV supply responding quickly. Market

expectations are that new RV shipments in 2023 will be at half of 2022 volumes, showing that manufacturers are

conscious of managing the conditions in the overall market.

As we have shown historically, we are capable of managing purchases to rental and sales demand to keep fleet

utilised. This will likely mean a more conservative purchase volume for CY24 in North America. We also expect

the benefit of the North American fleet synergies over the coming years.

Most importantly, RV travel has experienced category growth over recent years with appeal to a new generation

of younger customers. We believe that in the medium to long-term, the industry will experience ongoing growth

and that we are appropriately managing the near-term impacts from more constrained households. The

generally accepted historical growth rate for the industry of around 3% per annum looks secure when you look

through the pandemic boom of 2020 –2022 to the expected growth beyond 2024.

thl FY23 INVESTOR PRESENTATION
21

Macroeconomic challenges and inflation

Businesses today are facing many challenges across cost inflation, labour shortages and

softening demand from the increasing cost of living and interest rates. What is thl

experiencing and will the tourism industry still expect growth?

From a cost perspective, we are no different to anyone else and have seen rising costs in all categories. The

most significant rises have been the cost of new vehicles in the Northern Hemisphere. From a demand

perspective, we see thlas part of the global RV category overlapping across the tourism, manufacturing and

automotive industries.

Tourism is in a positive position today. While it was severely impacted by the pandemic, that shock means

the industry has a long growth and recovery path despite the macroeconomic difficulties. There is evidence

demonstrating that while household budgets are constrained, consumers still prioritise travel spend by

cutting other costs, suggesting that for many, travel is not considered a discretionary item, although travel

budgets will need to be managed. On the contrary, the automotive retail industry saw strong demand

during the pandemic and is now seeing some softening from those elevated levels.

What separates thlfrom the rest is our operational and geographic diversification and the unique synergy

opportunities the merger with Apollo created.

Our geographic diversification meant that our USA business, which continued to be profitable through the

pandemic, supported our Australasian rentals businesses which were more reliant on international tourism,

particularly New Zealand. Now the Australasian rentals businesses have experienced strong returns to

profitability in FY23 and are positioned well for the coming years, while the North American businesses

experience some headwinds in the sales environment. The same balance applies to our operational

diversification. Our vehicle sales divisions delivered excellent results and supported the tourism and rentals

businesses through a challenging period, and now the rentals businesses have bounced back.

Merger integration and synergy realisation has been a key focus since the merger completed in December

2022. We have made a strong start but really expect the net benefits (after implementation costs) to flow

through to our profit in a meaningful way from FY24 onwards.

thl FY23 INVESTOR PRESENTATION
22

Responsible

management

22

thl FY23 INVESTOR PRESENTATION
23

Our global sustainability programme highlights

Climate & Carbon Strategy

•Our Climate Risks and Opportunities have been updated to reflect our global business and new disclosure standard NZ CS 1 aligned

with the Taskforce on Climate-related Financial Disclosures (TCFD)

•Our FY23 carbon footprint is a ‘transitional’ footprint which includes data for Apollo sites sincethe date of acquisition. Approx. 85% of

our sites are included in this transitional footprint

•Operational emissions: 7,585 t CO2e –an increase of 73% on FY22

•Total footprint: 65,472 t CO2e (includes Customer Journey emissions) –an increase of 60% on FY22

•In FY24, we will be extending our Greenhouse Gas inventory to include full Scope 1, 2 and 3 emissions across all sites,using this as our

restated baseline year and refining our science-aligned targets to reflect the merged business

Future Fleet Programme

•Action Manufacturing leads our Future Fleet programme and is currently developing new eRVsfor the New Zealand market, with a

trial planned for the 2023/24 New Zealand summer

•In FY23, we commissioned a Future Fleet Global Scan of infrastructure readiness for eRVs, internal combustion engine phase-out

regulation deadlines, infrastructure readiness, technology tipping points, climate trends and innovation grants

Sustainable Procurement

•In FY23, we rolled out our Sustainable Procurement Policy and continued onboarding of suppliers to our Supplier Code of Conduct,

which has been received positively

•Completed a global assessment of modern slavery risks as a merged business and will be publishing our global Modern Slavery

Statement towards the end of 2023

Ignition –our Future-Fit programme for our branches

•All branches have targets and actions underway for our five focus areas : energy efficiency and renewables, water conservation, waste,

operational emissions, and community contribution

•US branches reduced energy use by 15% and operational emissions by 38% from FY20. Our US Operations reduced water use

by over 50% over the last four years and our San Francisco branches moved to 100% renewable energy in FY23

•Australia’s operational emissions reduced by 22% from FY20, with a reduction in Melbourne manufacturing waste generated of

35% over the last three years

We continue to use the 23 science-based goals

of the Future-Fit Business Benchmark as the

foundation of our Global Sustainability

Programme

For more information including a full ‘health check’ of

performance against all 23 future-fit goals, refer to our

Integrated Annual Report

thl FY23 INVESTOR PRESENTATION
24

Our focus of crew health, safety and wellbeing

•thlfirmly believes that all injuries are preventable, and a key focus for the business is

building capability in our people and systems to ensure we reduce the risk of physical

or psychological injury

•We are seeing reductions of number of injuries that occur at thl and continue to

actively promote capturing and controlling of new hazards at all locations

•We are investing in:

✓Increased training for all frontline leaders globally in Health and Safety

✓Mental Health First Aid training for crew at our offices and operational sites

✓Technical experts reviewing our sites and processes to ensure we are capturing

hazards and continuing to improve our system

✓Expanded health, safety and wellbeing team with a resource in every region

✓Refreshed reporting and management platform to reduce barriers for our leaders

and crew accessing key information

•Launching in FY24 is our new Health Safety and Wellbeing communication strategy

which will underpin our values and create meaningful connection with the purpose of

reducing injuries at thl

thl FY23 INVESTOR PRESENTATION
25

Financial

review

25

thl FY23 INVESTOR PRESENTATION
26

Divisional performance –thl including 7 months of Apollo

Notes: Results reported for each division excludes non-recurring items. These are collectively included in “Non-recurring items”. “Action Manufacturing Group” includes

intercompany transactions with thl rentals, which are eliminated in “Group Support Services/Other”. “UK/Europe Rentals and Sales” includes the Just go result for October –

December, during which the business was wholly-owned by thl. The Just go result for July – September (during which the business was a 49% joint venture) is included in

“Associates”. Operating cash flow includes the sale and purchase of rental assets. Average funds employed calculated over the seven-month period (Dec 22 - June 23), to

reflect the post Apollo acquisition period.

Year ending 30 June 2023

Year ending 30 June 2022

$M NZD

REVENUE

DIVISIONAL

EBITDA

DIVISIONAL

EBIT

AVE FUNDS

EMPLOYED

REVENUE

DIVISIONAL

EBITDA

DIVISIONAL

EBIT

AVE FUNDS

EMPLOYED

New Zealand Rentals & Sales

124.2

45.3

32.1

103.9

92.3

3.3

(9.0)

90.7

Australian Rentals, Sales & Manufacturing

238.7

58.8

36.0

194.4

77.9

19.9

6.6

83.9

USA Rentals & Sales

176.4

34.8

13.5

219.9

144.6

27.4

12.7

146.0

Canada Rentals & Sales

34.4

3.7

0.6

111.7





UK/Europe Rentals & Sales

16.7

0.5

(1.8)

46.5





Action Manufacturing Group

118.5

11.7

8.3

38.6

67.7

7.4

4.9

30.6

Tourism

25.1

8.4

6.3

10.3

3.2

(2.0)

(4.2)

17.3

Group Support Services/Other

(70.2)

(4.0)

(5.4)

111.1

(39.9)

(5.9)

(7.4)

40.3

Non-recurring items


(0.7)

(0.7)



3.3

3.3


thl

100% owned entities

663.8

158.5

88.9

836.4

345.8

53.4

6.9

408.8

Associates (Just go, Jul - Sep 2022)



0.8




1.1

5.0

Group Total

663.8

158.5

89.7

836.4

345.8

53.4

8.0

413.8

thl FY23 INVESTOR PRESENTATION
27

Divisional performance –pro forma including 12 months of Apollo

Notes: Results reported for each division excludes non-recurring items. These are collectively included in “Non-recurring items”. “Action Manufacturing

Group” includes intercompany transactions with thl rentals, which are eliminated in “Group Support Services/Other”. “UK/Europe Rentals and Sales”

includes Just go’s performance for the full 12-month period assuming 100% ownership, notwithstanding that thl had a 49% ownership of Just go for July –

September 2022. $4.6M of the “New Zealand Rentals & Sales” EBIT and $8.7M of the “Australian Rentals, Sales & Manufacturing’ EBIT is attributable to the

gain on the sale of 310 motorhomestoJucyRentals prior to the merger. "Group Support Services/Other" includes thl group support costs, whereascertain

Apollo group head office costs areincluded inthe “Australian Rentals, Sales & Manufacturing” division. “Group Support Services/Other” also includes FY23

EBIT of $1.6M and FY22 EBIT of $2.3M relating to foreign currency translation adjustments on inter-entity loans within the Apollo group.

Year ending 30 June 2023Year ending 30 June 2022

Mergeco - Dec 22 to Jun 23 (per Stat table)

$M NZDREVENUE

DIVISIONAL

EBITDA

DIVISIONAL

EBIT

REVENUE

DIVISIONAL

EBITDA

DIVISIONAL

EBIT

New Zealand Rentals & Sales 147.4 54.9 40.1 109.8 4.7 (12.3)

Australian Rentals, Sales & Manufacturing 380.7 84.6 55.9 297.3 35.7 8.6

USA Rentals & Sales 176.4 34.8 13.5 144.6 27.4 12.7

Canada Rentals & Sales 66.2 21.6 16.0 31.3 7.9 3.2

UK/Europe Rentals & Sales 31.4 5.9 2.6 33.9 6.7 5.0

Action Manufacturing Group 118.5 11.7 8.3 67.7 7.4 4.9

Tourism 25.1 8.4 6.3 3.2 (2.0) (4.2)

Group Support Services/Other(70.6) (2.4) (3.8) (39.2) (4.4) (6.8)

Non-recurring items


(6.2) (6.2)


1.5 1.5

Group Total 875.1 213.3 132.7 648.6 84.9 12.6

thl FY23 INVESTOR PRESENTATION
28

Divisional performance -Return on Funds Employed

•Group ROFE of 15.8%

•New Zealand and Australia have delivered record ROFE

results

•The Tourism businesses have a low capital requirement

and the high ROFE represent the strong overhead

leverage in the business as international tourism returns,

delivering over 60% in ROFE

•USA, Canada and the UK all reflect the challenges faced

with fleet supply including:

•the late delivery of fleet for the 2022 peak season,

reducing peak earnings

•the increased funds employed from holding the

incremental delayed fleet over the winter period

•a holdback on sales in H1 FY23 due to the uncertainty

of fleet arrivals

•Action Manufacturing has also delivered a positive ROFE

result for FY23. We expect ROFE in this business to

improve going forward as (a) supply chains normalise

and (b) FY23 was impacted by the relocation of the

Albany factory to Hamilton

•ROFE on this slide has been calculated by reference to

the 12-month pro forma EBIT by division

1

Average funds employed calculated over the seven-month period (Dec 22 - June 23), to reflect the post Apollo acquisition period.

2

"ROFE Goodwill in GSS" column reflects ROFE calculated with $102M of provisional goodwill in relation to the Apollo acquisition

allocated to the Group Support Services/Other segment, as presented in the Integrated Annual Report. "ROFE Goodwill in ANZ "

column reflects ROFE after allocating $7M of the $102M provisional goodwill to the New Zealand Rentals & Sales segment and the

remaining $95M to the Australian Rentals, Sales & Manufacturing segment.

$M NZD

Average

Funds

1

Year End

Funds

ROFE

Goodwill in

GSS

2

ROFE

Goodwill in

ANZ

2

New Zealand Rentals & Sales

103.9

116.1

37.9%

35.5%

Australian Rentals, Sales & Manufacturing

194.4

230.3

27.6%

18.5%

USA Rentals & Sales

219.9

217.0

5.3%

5.3%

Canada Rentals & Sales

111.7

126.7

13.5%

13.5%

UK/Europe Rentals & Sales

46.5

51.9

5.2%

5.2%

Action Manufacturing Group

38.6

43.4

19.4%

19.4%

Tourism

10.3

10.3

60.2%

60.2%

Group Support Services/Other

111.1

100.4

N/M

N/M

Total net funds employed

836.4

896.1

15.8%

15.8%

thl FY23 INVESTOR PRESENTATION
29

•A significant return to profitability with EBIT of NZ$32.1M, an improvement of

NZ$41.1M on the loss in the pcp

•On a pro forma basis, New Zealand delivered $40.1M of EBIT, an increase of

$52.4M. $4.6M was attributable to the gain on the sale of 110 motorhomes to Jucy

Rentals immediately prior to merger completion

•Rental activity has returned as New Zealand’s borders opened to international

visitors from 31 July 2022, with strong rental yield growth

•Non-tourism rental revenue (thl activity only) was $2.1M, down $2.9M. As

international tourists returned, higher-yielding tourism customers were prioritised

over some lower-yielding non-tourism bookings

•Sale of goods revenue fell by 36% with fewer ex-fleet sales as the business shifts to

fleet regrowth. Total RV sales reduced by approximately 41% on the pcp

•On a pro forma and an all-inclusive basis (new, ex-fleet, trade-ins), New Zealand

had 608 RV sales (~516 ex-fleet) in FY23, compared to 940 (~849 ex-fleet) in FY22

•The average fleet sales margin in FY23 was NZ$30.4k and remained consistent

across the year (average of $30.7k in H1 and $29.8k in H2).

1

As previously indicated,

we expect that margins will start to normalise in FY24

•RV Super Centre retail accessory sales contributed ~$6M to sale of goods revenue

in FY23 (up 4%) with ~$2.2M generated through the online store

•Total fleet on 30 June 2023 increased by 391 vehicles from twelve months prior.

322 vehicles were acquired through the merger with Apollo. The fleet size reflects

the low season fleet for New Zealand and should increase coming into the high

season

•RV Super Centre has recently launched a new branch in Palmerston North for

vehicle sales, retail and servicing/modifications. A new Hamilton branch is

planned to launch in H1 FY24 and will be co-located with Action Manufacturing,

expanding the RVSC footprint to five branches

1

Average fleet sales margin is reported on a pro forma basis inclusive of Apollo fleet sales in FY23 and FY22.

The metric may therefore vary to historical numbers contained in prior investor presentations.

New Zealand Rentals and Sales

Note: Rental fleet and RV sales data reflects the thl FY23 opening fleet and the combined thl and Apollo FY23 closing fleet. FY23

sales and purchases include thl for the twelve-month period and Apollo sales and purchases from 30 November 2022 onwards.

FY22 metrics reflect thlonly.

thl

including 7 months of Apollo

NZD $M

FY23

FY22

VAR

VAR %

Rental revenue

77.0

18.4

58.6

318%

Sale of goods revenue

47.2

73.9

(26.7)

(36%)

Costs

(92.1)

(101.3)

9.2

9%

EBIT

32.1

(9.0)

41.1

N/M

Pro forma including 12 months of Apollo

NZD $M

FY23

FY22

VAR

VAR %

Rental revenue

82.7

24.2

58.5

242%

Sale of goods revenue

64.7

85.6

(20.9)

(24%)

Costs

(107.3)

(122.1)

14.8

12%

EBIT

40.1

(12.3)

52.4

N/M

Fleet and RV sales including 7 months of Apollo

Units:

FY23

FY22

VAR

VAR %

Opening fleet

1,009

1,547

(538)

(35%)

Fleet sales

(1)

(344)

(664)

(320)

(48%)

Fleet purchases - Apollo acquisition

322

-

322

N/A

Fleet purchases - other

413

126

287

228%

Closing fleet

1,400

1,009

391

39%

Retail/non-fleet RV sales (new + trades)

92

78

14

18%

Total RV Sales

436

742

(306)

(41%)

(1)

Includes vehicles written off.

thl FY23 INVESTOR PRESENTATION
30

•Australian division delivers an excellent EBIT result of NZ$36M, up NZ$29.4M on

the pcp

•On a pro forma basis EBIT was A$51.1M, a significant improvement of A$43.0M on

the prior year. A$7.9M was attributable to the gain on the sale of 200 motorhomes

to Jucy Rentals in the ordinary course, immediately prior to merger completion

•A 77% increase In rental revenue was driven by significant rental yield uplifts.

Average rental yield was up ~85% on FY19 levels. Non-tourism (thl activity only)

contributed A$8.1M to rental revenue,up 24% on the pcp

•The average fleet sales margin was A$35.9k, up A$15.6k on the pcp, and held stable

across the year at A$36.1k in H1 and A$35.9k in H2.

1

As previously indicated we

expect that fleet sales margins will normalise in FY24 in this market

•On a pro forma and an all-inclusive basis (new, ex-fleet, trade-ins), Australia had

2,573 RV sales (~545 ex-fleet) in FY23, compared to 2,675 (~625 ex-fleet) in FY22

•The average retail RV sales margin (new and trade-in vehicles) was A$17.6k. This

was up A$2.2k on the pcp but flat on a gross margin percentage basis due to the

higher cost of the vehicles

•Demand for motorisedRVs remains strong, with some indications of softening

demand for towable RVs. The split of new and trade-in sales in FY23 between

towable and motorisedwas approximately 75% to 25%

•The Australian Manufacturing factory produced 1,031 vehicles in FY23, compared to

852 in the pcp. Supply chain issues and shipping delays for new chassis continue

to impact the business but are expected to abate over FY24

•Australian Manufacturing has joined the Action Manufacturing family. There is a

change in reporting lines with the GM Brisbane Manufacturing now reporting to

the CEO of Action Manufacturing

•The divisional reporting for the Australian business is under review with the intent

to split (i) manufacturing, (ii) rentals & sales, and (iii) retail dealerships to more

clearly present the underlying performance of each segment

1

Average fleet sales margin is reported on a pro forma basis inclusive of Apollo fleet sales in FY23 and FY22.

The metric may therefore vary to historical numbers contained in prior investor presentations.

Australian Rentals, Sales & Manufacturing

Notes: Rental fleet and RV sales data reflects the thl FY23 opening fleet and the combined thl and Apollo FY23 closing fleet.

FY23 sales and purchases include thl for the twelve-month period and Apollo sales and purchases from 30 November 2022

onwards. FY22 reflects thlonly and contains a minor variance to the figures contained in the FY22 Investor Presentation.

1

The FY23 fleet sales of 159 represents sale of ex-fleet vehicles by thlprior to February 2023. From February 2023 onwards, thl has

transferred all ex-fleet vehicles to the Apollo retail dealerships resulting in 194 transfers. When those transferred vehicles are sold

to third parties, the sales are recorded in “retail dealership sales”. Fleet sales include vehicles written-off.

2

Total RV sales units excludes buybacks returned.

thl

including 7 months of Apollo

NZD $M

FY23

FY22

VAR

VAR %

Rental revenue

106.4

42.0

64.4

153%

Sale of goods revenue

132.3

35.9

96.4

269%

Costs

(202.7)

(71.3)

(131.4)

(184%)

EBIT

36.0

6.6

29.4

445%

Pro forma including 12 months of Apollo

AUD $M

FY23

FY22

VAR

VAR %

Rental revenue

119.4

67.5

51.9

77%

Sale of goods revenue

228.9

210.9

18.0

9%

Costs

(297.2)

(270.3)

(26.9)

(10%)

EBIT

51.1

8.1

43.0

531%

Rental fleet and sales including 7 months of Apollo

Units:

FY23

FY22

VAR

VAR %

Opening fleet

1,206

1,201

5

0%

Fleet sales

(1)

(159)

(377)

(218)

(58%)

Transfers to Apollo retail dealerships

(1)

(194)

-

194

N/M

Buybacks returned

(227)

(130)

97

75%

Fleet purchases - Apollo acquisition

706

-

706

N/M

Fleet purchases - other

550

301

249

83%

Buyback purchases

199

211

(12)

(6%)

Closing fleet

2,081

1,206

875

73%

(1)

Includes vehicles written off.

RV sales including 7 months of Apollo

Units:

FY23

FY22

VAR

VAR %

Retail dealership sales

1,319

67

1,252

1,869%

Total RV Sales

(2)

1,478

444

1,034

233%

thl FY23 INVESTOR PRESENTATION
31

•USA Rentals & Sales delivered EBIT of US$8.3M, down 5% on the pcp.

At an NZD level EBIT grew by 6% due to favourable movements in the

NZD:USD exchange rate

•Total revenue increased by US$10.0M to US$108.3M, as the growth in

rental revenue exceeded the reduction in sale of goods revenue

•The business delivered a strong rental performance with rental

revenue of US$48.3M, up 33% with improvements in hire days and

yields. Average rental yield saw ~40% growth on FY19 levels and

continued growth over the pcp. The mix of international to domestic

returned to near pre-pandemic proportions for the year

•Sale of goods revenue declined 3%, alongside a 11% fall in total fleet

sales volumes

•Average fleet sales margin was US$17.4k, down by US$7.0k on the

pcp. Softening demand and the higher original cost of purchase of

vehicles sold contributed to the continued normalisation of margins

through the year. Average margins were US$21.6k in H1 and fell to

US$14.5k in H2

•Refer to slide 20 for detail on recent trends and expectations for the

North American vehicle sales market

•Peak season fleet (on 30 June 2023) was 1,818 vehicles, an 11% increase

on the fleet size on 30 June 2022

USA Rentals and Sales

Full year

NZD $M

FY23

FY22

VAR

VAR %

Rental revenue

78.7

53.6

25.1

47%

Sale of goods revenue

97.7

91.0

6.7

7%

Costs

(162.9)

(131.9)

(31.0)

(24%)

EBIT

13.5

12.7

0.8

6%

Full year

USD $M

FY23

FY22

VAR

VAR %

Rental revenue

48.3

36.3

12.0

33%

Sale of goods revenue

60.0

62.0

(2.0)

(3%)

Costs

(100.0)

(89.6)

(10.4)

(12%)

EBIT

8.3

8.7

(0.4)

(5%)

Fleet and RV sales - full year

Units:

FY23

FY22

VAR

VAR %

Opening fleet

1,642

1,487

155

10%

Fleet sales

(1)

(789)

(885)

(96)

(11%)

Fleet purchases

965

1,040

(75)

(7%)

Closing fleet

1,818

1,642

176

11%

(1)

Includes vehicles written off.

thl FY23 INVESTOR PRESENTATION
32

•On a pro forma basis, Canada delivered EBIT of C$13.2M, a significant

improvement of C$10.5M

•The contribution to the thl FY23 result in the 7 months of thl ownership

was NZ$0.6M due to the high season being pre-merger

•Pro forma rental revenue increased by 63% through growth in hire days,

and an uplift of ~20% in average yield relative to FY19. While international

activity has recovered significantly, the domestic proportion of rental

bookings remained above pre-pandemic proportions

•Total fleet on 30 June 2023 was 1,402. This is a significant increase from

the fleet of ~800 operated by the business on 30 June 2022 (before the

merger), however the 2022 Canadian fleet was impacted by supply

restrictions and vehicle deliveries arriving shortly after 30 June 2022

•199 fleet vehicles sold across the full twelve months (165 after 1 December

2022), up by 129 units on the 70 vehicles sales in FY22. The volumes in

FY22 were constrained by supply challenges and managing fleet

requirements

•The sales volumes in FY23 were also limited by supply restrictions and

rental requirements. Volumes are expected to increase as supply

normalises

•The FY23 average fleet sales margin at C$28.7k is a positive result but

experienced a large trend change through the year, with margins

averaging C$37.8k in H1 and falling to C$25.4k in H2. We expect continued

normalisation of margins through CY23

•Our crew have been supporting our guests with alternative plans and

routes around areas impacted by the Canadian wildfires, however, to date

there has been no noticeable impact on new bookings or cancellations

Canada Rentals and Sales

Note: The fleet register is provided from thl’sperspective. The opening fleet balance for FY23 was 0 as thl did not operate a

Canadian business prior to the merger. thl acquired 1,179 Canadian vehicles as part of the merger on 30 November 2022.

Subsequent sales and purchases since that date are reflected in the above figures for “sales” and “purchases –other”.

thl including 7 months of Apollo

NZD $M

FY23FY22VARVAR %

Rental revenue12.0-12.0N/M

Sale of goods revenue22.4-22.4N/M

Costs(33.8)-(33.8)N/M

EBIT0.6-0.6N/M

Pro forma including 12 months of Apollo

CAD $M

FY23FY22VARVAR %

Rental revenue32.219.812.463%

Sale of goods revenue22.47.015.4220%

Costs(41.4)(24.1)(17.3)(72%)

EBIT13.22.710.5389%

Fleet and RV sales reflecting 7 months of Apollo

Units:

FY23FY22VARVAR %

Opening fleet---0%

Fleet sales

(1)

(165)-165N/M

Fleet purchases - Apollo acquisition1,179-1,179N/A

Fleet purchases - other388-388N/M

Closing fleet1,402-1,402N/M

Retail/non-fleet RV sales (new + trades)14-14N/M

Total RV Sales 179-179N/M

(1)

Includes vehicles written off.

thl FY23 INVESTOR PRESENTATION
33

•On a pro forma basis, the UK/Europe business delivered EBIT of £1.3M,

down £1.3M on the pcp

1

•Both Just go and Bunk/Apollo operated a lower than planned peak

fleet size due to delays in vehicle deliveries, which had a significant

impact on the high season performance of the businesses in Q1 FY23

•On a pro forma basis, there were 122 fleet sales, down from 153 in the

pcp

•The statutory EBIT loss of NZ$1.8M for the UK/Europe division is not a

meaningful number as it only includes Just go from October 2022 and

Bunk from December 2022. These periods miss the high season

earnings. The result reflects the losses in the low season

•thlacquired the remaining 51% shareholding in Just go on 30

September 2022, making the business a wholly-owned subsidiary

from that date onwards

•Just go’s contribution to thl up to the transaction date is included in

thl’s statutory results as an equity investment. The 49% shareholding

in Just go for that period contributed NPAT of £0.4M

1

The pro forma result includes the Just go performance for the full 12-month period

in FY23 assuming 100% ownership, despite Just go being a joint ventureup to

September 2022.

UK/Europe Rentals and Sales

33

Note: Fleet and RV sales data for FY23 reflects the Just goopening fleet and the combined Just goand Apollo closing fleet. FY23

sales/purchases include Just go for the twelve-month period and Apollo from 30 November 2022 onwards. All FY22 metrics

reflect Just go only. Prior to October 2022, Just go was a 49% owned joint venture.

thl

including 9 months of Just go and 7 months of Apollo

NZD $M

FY23

FY22

VAR

VAR %

Rental revenue

6.5

-

6.5

N/M

Sale of goods revenue

10.2

-

10.2

N/M

Costs

(18.5)

-

(18.5)

N/M

EBIT

(1.8)

-

(1.8)

N/M

Pro forma including 12 months of Apollo and Just go

GBP £M

FY23

FY22

VAR

VAR %

Rental revenue

8.0

8.3

(0.3)

(4%)

Sale of goods revenue

8.0

8.9

(0.9)

(10%)

Costs

(14.7)

(14.6)

(0.1)

(1%)

EBIT

1.3

2.6

(1.3)

(50%)

Fleet and RV sales including 7 months of Apollo

Units:

FY23

FY22

VAR

VAR %

Opening fleet

204

212

(8)

(4%)

Fleet sales

(1)

(113)

(90)

23

26%

Fleet purchases - Apollo acquisition

231

-

231

N/A

Fleet purchases - other

210

82

128

156%

Closing fleet

532

204

328

161%

(1)

Includes vehicles written off.

thl FY23 INVESTOR PRESENTATION
34

•Action Manufacturing Group as a standalone business (inclusive of

intercompany transactions) delivered EBIT of $8.3M, up $3.4M on the pcp

•Post-elimination of intercompany transactions, Action Manufacturing

delivered EBIT of $4.0M, a significant lift of 100% on the pcp

1

•The performance is a record for Action Manufacturing, both on a pre- and

post-elimination basis

•Continued organic and inorganic revenue growth in the commercial

manufacturing segment with $47M in external revenue, up 80% on the

pcp

•Small-scale acquisitions have bolstered our commercial manufacturing

scale:

•the acquisition of Transcold New Zealand completed on 1 June

2023 with a purchase price of NZ$5.4M

•the acquisition of Freighter New Zealand completed on 8 July

2022 with a purchase price of NZ$2.5M

•Total vehicles manufactured across all Action divisions in FY23 was 1,169,

up 48% on FY22

•Supply chain challenges and inflation pressures are ongoing but easing.

Delays in deliveries result in shortages at times, creating significant

challenges in production and labour planning. While the cost of shipping

and containers has reduced, the reliability of freight is poor

•A new Hamilton factory was opened at Kaimiro Street in January 2023

and the motorhome production lines were relocated to the existing

Hamilton sites following the closure of the Albany factory in December

2022

1

“EBIT –pre intercompany elimination” includes intercompany revenue and costs relating to

the sale ofvehicles to the thl rentals businesses.

Action Manufacturing Group

Full year

NZD $M

FY23

FY22

VAR

VAR %

Sale of goods - external

47.0

26.1

20.9

80%

Costs - external

(43.0)

(24.1)

(18.9)

(78%)

EBIT - post intercompany elimination

4.0

2.0

2.0

100%

Sale of goods - intercompany

71.5

41.6

29.9

72%

Costs - intercompany

(67.2)

(38.7)

(28.5)

(74%)

EBIT - pre intercompany elimination

1

8.3

4.9

3.4

69%

thl FY23 INVESTOR PRESENTATION
35

•The return of international tourists to New Zealand saw the Tourism

division return to profitability with EBIT of $6.3M, up $10.5M on the loss

in the prior year

•Revenue increased to $25.1M but remains below pre-COVID levels (the

division delivered ~$41M in revenue in each of FY19 and FY18)

•The new Waitomo model operates with smaller tour sizes with a more

balanced dispersal of visitors across the various tour offerings. The

shift to these more intimate and personalisedtours has resulted in an

improved customer experience and NPS scores and more sustainable

caves management

•Kiwi Experience is recovering well with tours operating at high

utilisation and average yields exceeding pre-COVID levels. The

business has a lower operating cost base currently, having recently

come out of hibernation

•The Kaimahi for Nature programme, in partnership with the

Department of Conservation, operated throughout FY23 and has now

concluded

•We expect that the Tourism businesses are positioned to deliver an

FY24 result that represents a full recovery to pre-COVID performance

(Tourism EBIT was ~$12M in each of FY19 and FY18)

Tourism

Full year

NZD $M

FY23

FY22

VAR

VAR %

Revenue

25.1

3.2

21.9

684%

Costs

(18.8)

(7.4)

(11.4)

(154%)

EBIT

6.3

(4.2)

10.5

N/M

thl partnered with the Department of

Conversation under the Kaimahi for Nature

programme to protect the environment and

save jobs in the Waitomo community.

The programme retained 26 jobs, with our

crew remaining within the community and with

their hapū, learning new skills, and achieving

significant conservation outcomes.

Kaimahi for Nature

thl FY23 INVESTOR PRESENTATION
36

Group Support Services & Other

•Group Support Services & Other contains costs relating to New

Zealand-based corporate staff, administration and other overhead

costs, as well as thl digital costs and triptech revenue and costs

•A portion of these overhead costs are recharged to the individual

business units and therefore not reflected in this table

•Intercompany revenue and costs relating to transactions between

Action Manufacturing and thl rentals are also eliminated as part of

Group Support Services & Other

•Excluding the elimination of intercompany revenue and costs and

excluding the non-recurring items detailed on slide 39, Group

Support Services and Other resulted in a $1.1M EBIT loss, a smaller loss

by $3.3M on the pcp.

•The purchase of 100% ownership of Triptech (formerly called Outdoria)

and the sale of Mighwayand SHAREaCAMPER in FY22 have led to

adjustments in both revenue and costs, withboth decreasing

compared with the pcp

•Additionally, software development costs previously reported in

Group Support Services have decreased as these costs are now

recharged to business units that have gone live on the Motek

(formerly Cosmos) platform

Full year

NZD $M

FY23

FY22

VAR

VAR %

Revenue

1.3

1.8

(0.5)

(28%)

Costs

(2.4)

(6.2)

3.8

61%

EBIT excl. intercompany eliminations

(1.1)

(4.4)

3.3

75%

Intercompany revenue elimination1

1

(71.5)

(41.7)

(29.8)

(71%)

Intercompany costs elimination

1

67.2

38.7

28.5

74%

EBIT incl. intercompany eliminations

(5.4)

(7.4)

2.0

27%

1

Reflects the elimination of intercompany revenue and costs relating to the sales of vehicles from Action Manufacturing to thl

rentals

thl FY23 INVESTOR PRESENTATION
37

Outlook

thl FY23 INVESTOR PRESENTATION
38

Outlook

•The merger of thl and Apollo has created a platform for future growth and while we

are focused on integration and synergy realisation, we intend that the new collective

continues this growth in the coming years

•We believe the pro forma underlying NPAT in FY23 is a good starting point that

illustrates the merged group’s underlying performance across a full twelve-months.

Looking ahead to FY24, we must consider several additional factors:

•our focus on synergy realisation is expected to deliver a material benefit,

particularly given that the cost synergy savings in FY23 were mostly offset by

implementation costs incurred in the period

•we intend to continue to grow our global fleet size, bookings and volume in

line with returning airline capacity and the ongoing recovery of international

tourism demand, on a considered market-by-market basis

•we expect the performance to be positively underpinned by the current

strong RV rental yields

•We expect that the growth from these improvements would be partly offset by:

•the continuing normalisation of vehicle sales margins and, in some cases,

volumes

•the ongoing increase in core operating costs due to inflation, particularly in

vehicle costs (resulting in higher ongoing holding costs), interest costs,

labour, general expenses and property lease costs

•The Apollo acquisition accounting will also impact the reported FY24 NPAT, estimated

to be a reduction of $4.4M. It is important to note this is an accounting impact and

does not change the cash or economic performance of the business. Refer to slides 42

and 43 for further detail

•Wearepositiveaboutthl’sopportunityforgrowthinFY24andbeyond,andintendto

providefurtherguidanceonourmedium-termgrowthaspirationsatthe2023Annual

Meeting

thl FY23 INVESTOR PRESENTATIONthl FY23 INVESTOR PRESENTATION
•All financials are in NZ dollars unless stated otherwise (throughout presentation).

•All comparisons are against prior corresponding period unless stated otherwise.

•The average NZD:AUD cross-rate (average of the 12-month rates) for FY23 was 0.9144 (FY22: 0.9375).

•The average NZD:USD cross-rate (average of the 12-month rates) for FY23 was 0.6145 (FY22: 0.6801).

•The average NZD:CAD cross-rate (average of the 7-month rates from December 2022) for FY23 was

0.8416.

•The average NZD:GBP cross-rate (average of the 7-month rates from December 2022) for FY23 was

0.5062.

•Return On Funds Employed (ROFE) is a non-GAAP measure that thluses to measure performance of

business units, and the Group, in relation to the financial resources utilised. ROFE is calculated as EBIT

(for FY23 this is calculated on a 12-month pro-forma basis due to the merger) divided by average

monthly net funds employed (this is normally calculated over 12 months, however as a result ofthe

merger average monthly funds have been calculated over 7 months from December to June). Net funds

employed are measured as total equity, plus interest-bearing liabilities (excluding IFRS16 lease liabilities),

less cash on hand. As lease liabilities resulting from IFRS 16 are not considered in determining funds

employed the interest expense arising from IFRS 16 is also deducted from EBIT for the purposes of ROFE.

The calculation is done in NZ dollars.

•EBIT refers to operating profit/(loss) before financing costs and tax and is a non-GAAP measure. This

measure should not be viewed in isolation and is intended to supplement the NZ GAAP measures and

therefore may not be comparable to similarly titled amounts reported by other companies.

•Average fleet sales margin reflect vehicle sales revenue (net of any dealer commissions) less the net

book value of the vehicles sold. It excludes other costs of sale.

•Net debt refers to interest bearing loans and borrowings less cash and cash equivalents.

•The balance sheet is converted at the closing rate as at 30 June 2023. The USD cross rate used was

0.6075 (FY22 - 0.6214); the AUD cross rate used was 0.9182 (FY22 - 0.9031), the CAD cross rate used was

0.8052 and the GBP cross rate used was 0.4816 (FY22 - 0.5127).

•FY23 includes the following non-recurring items (which have been excluded from underlying profit):

•Transaction costs of $5.8M in relation to the merger with Apollo;

•A one-off deferred tax benefit of $2.8M on total transaction costs in relation to the merger with

Apollo;

•A gain of $3.5M on the revaluation of thl’s49% shareholding in Just go (resulting from the

acquisition of the remaining shares);

•A gain of $0.6M on the revaluation of thl’s previous shareholding in Apollo (resulting from the

acquisition of the remaining shares); and

•A gain of $1.0M from an increase in the fair value of deferred consideration on the second tranche

of shares received from Camplify Holdings Limited, in connection with the sale of Mighway and

SHAREaCAMPER in FY22.

•FY22 includes the following non-recurring items (which have been excluded from underlying profit):

•Transaction costs of $4.9M (net of tax)in relation to the merger with Apollo;

•A gain of $5.3M (net of tax) on the sale of Mighway and SHAREaCAMPER;

•A gain of $1.3M on the sale of shares in Roadpass Digital (Togo Group);

•A goodwill impairment of $0.7M in relation to triptech; and

•A gain of $2.3M from loan forgiveness relating to triptech.

•The depreciation expense and interest expense recognised in FY23 in relation to IFRS 16 is $17.3M (FY22:

$10.0M) and $6.7M (FY22: $3.7M) respectively. Actual lease payments for the period were $21.9M (FY22:

$9.6M).

39

Important

notes

thl FY23 INVESTOR PRESENTATION
40

Questions

thl FY23 INVESTOR PRESENTATION
41

Acquisition

accounting

thl FY23 INVESTOR PRESENTATION
42

Acquisition accounting –balance sheet adjustments

•As part of the acquisition accounting, thl is

required to fair value all of Apollo’s assets and

liabilities that have been acquired

•thl has up to 12 months to finalise the

acquisition accounting

•For thl’s FY23 consolidated financial

statements, provisional acquisition accounting

values for the acquisition of Apollo have been

included

•The provisional goodwill recognised in relation

to the acquisition is NZ$102M

•The fair value adjustments made to the

balance sheet effective from 30 November

2022 are summarised on this slide and have

resulted in an increase in net assets of NZ$52M

•The acquisition accounting adjustments

relating to fleet and inventory values are

complete. Intangibles and deferred tax

remains provisional

•The balance sheet adjustments have follow-on

impacts to the P&L for FY23 and, in some

cases, beyond

Adjustment Item

Balance Sheet

Impact (NZ$)

30 Nov 2022

Comment

Properties owned by

Apollo in Canada​

$20.7M

The value of Apollo’s properties exceeded the book value and an

adjustment was made. The properties were subsequently sold by thl

in January 2023 at the restated value

Apollo’s shareholding in

Camplify Holdings Limited​

$12.3M

The market value of Apollo’s shareholding in Camplify exceeded the

book value. An adjustment was made to match the share price on 30

November 2022. Ongoing fair value movements on the value of the

Camplify shares will be recognised within ‘other comprehensive

income’

IFRS 16​$18.9M

Apollo’s lease liabilities and right-of-use-assets were reset as at 30

November 2022. This predominantly relates to the Apollo Brisbane

factory lease

Apollo’s vehicleinventory​$6.7M

A fair value adjustment was recognised on Apollo’s vehicle sales

inventory on hand at the acquisition date

Apollo’s intangibleassets

(excludinggoodwill)​

-$8.9M

There was an adjustment to reduce the net value of intangible assets

acquired

Apollo’s non-fleet PPE​$3.5M

An adjustment was made to reflect the fair value of the non-fleet PPE

acquired

Apollo’s factory work

inprogress​

$1.1M

A fair value adjustment was made in relation to Apollo inventory and

fleet that was in production at the date of the acquisition

Deferred tax​-$2.3M

An additional deferred tax liability was recognised, resulting from

the fair value adjustments outlined above, offset by the tax base

reset arising from the transaction

Net adjustment from fair

valuing of assets

$52.0M

thl FY23 INVESTOR PRESENTATION
43

Acquisition accounting–impact on earnings

•The net impact of the acquisition

accounting adjustments on thl’s

FY23 NPAT is a NZ$4.0M

reduction

•The expected net impact on

FY24 NPAT is a NZ$4.4M

reduction

•There will be an ongoing impact

on NPAT beyond FY24 relating to

the additional depreciation and

interest on the increased value of

right-of-use assets and lease

liabilities, estimated to be a

NZ$2.3M reduction each year

•The future impacts of the

acquisition accounting

adjustments will be included in

statutory reporting and as part of

the ordinary course of business.

It will not be excluded in

reporting underlying earnings

Adjustment

Item

NPAT Impact

(NZ$)

FY23

(7 months)

NPAT Impact

(NZ$)

FY24

(Estimate)

NPAT Impact

(NZ$)

FY25 and beyond

(Estimate)

Comment

IFRS 16-$1.3M-$2.3M

-$2.3M

(unwinding over the

term of the leases)

The adjustment to increase right-of-use assets and lease

liabilities results in additional depreciation and interest

expense on an ongoing basis

Apollo’s vehicle

inventory

-$2.7M-$2.4MNo impact

The upwards adjustment to vehicle inventory values

reduces the gain on sale margin achieved when those

vehicles are sold. For the seven months in FY23 this

reduced sales margins (after tax) by $2.7M. It is

expected that these remaining inventory vehicles will

be sold in FY24

Apollo’s

intangible

assets

(excluding

goodwill)

$0.5M$0.8M

Not significant

(unwinding over the life

of the assets)

The downwards adjustment to the value of intangible

assets results in a lower amortisationexpense

Apollo’s non-

fleet PPE

-$0.2M-$0.4M

Not significant

(unwinding over the life

of the assets)

The upwards adjustment in the value of non-fleet PPE

results in ongoing increased depreciation expense

Apollo’s factory

work in

progress

-$0.3M-$0.1M

Not significant

(unwinding over the life

of the assets)

The upwards adjustment in the value of factory WIP

results in ongoing increased depreciation expense while

those vehicles are on fleet

Net

adjustment

-$4.0M-$4.4M-$2.3M

thl FY23 INVESTOR PRESENTATION
44

Supplementary

information

thl FY23 INVESTOR PRESENTATION
Divisional EBIT –thl including 7 months of Apollo in FY23

45

Full year

6 months to 30 June

6 Months to 31 December

NZD $M

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

thl

operating divisions

New Zealand Rentals & Sales

32.1

(9.0)

41.1

N/M

26.4

(2.0)

28.4

N/M

5.7

(7.0)

12.7

N/M

Australian Rentals, Sales & Manufacturing

36.0

6.6

29.4

445%

15.2

7.6

7.6

100%

20.8

(1.0)

21.8

N/M

USA Rentals & Sales

13.5

12.7

0.8

6%

(3.7)

1.5

(5.2)

N/M

17.2

11.2

6.0

54%

Canada Rentals & Sales

0.6

0.0

0.6

N/M

0.9

0.0

0.9

N/M

(0.3)

0.0

(0.3)

N/M

UK/Europe Rentals & Sales

(1.8)

0.0

(1.8)

N/M

(0.6)

0.0

(0.6)

N/M

(1.2)

0.0

(1.2)

N/M

Action Manufacturing Group

8.3

4.9

3.4

69%

4.4

1.3

3.1

238%

3.9

3.6

0.3

8%

Tourism

6.3

(4.2)

10.5

N/M

4.8

(1.8)

6.6

N/M

1.5

(2.4)

3.9

N/M

Total operating divisions

95.0

11.0

84.0

764%

47.4

6.6

40.8

618%

47.6

4.4

43.2

982%

Group Support Services/Other

(5.4)

(7.4)

2.0

27%

(1.2)

(4.0)

2.8

70%

(4.2)

(3.4)

(0.8)

(24%)

EBIT before non-recurring items

89.6

3.6

86.0

2,389%

46.2

2.6

43.6

1,677%

43.4

1.0

42.4

4,240%

Non-recurring items

Merger transaction costs

(5.8)

(4.9)

(0.9)

(18%)

(0.6)

(2.8)

2.2

79%

(5.2)

(2.1)

(3.1)

(148%)

Gain on equity accounted investments

4.1

0.0

4.1

N/M

0.0

0.0

0.0

0%

4.1

0.0

4.1

N/M

Gain on revaluation of shares held in Camplify

Holdings Limited

1.0

0.0

1.0

N/M

1.0

0.0

1.0

N/M

0.0

0.0

0.0

0%

Gain on sale of Roadpass Digital, Mighway and

SHAREaCAMPER

0.0

6.6

(6.6)

N/M

0.0

6.6

(6.6)

N/M

0.0

0.0

0.0

0%

Impairment of goodwill and gain on loan

forgiveness in relation to triptech

0.0

1.6

(1.6)

N/M

0.0

1.6

(1.6)

N/M

0.0

0.0

0.0

0%

Total non-recurring items

(0.7)

3.3

(4.0)

N/M

0.4

5.4

(5.0)

(93%)

(1.1)

(2.1)

1.0

48%

Group EBIT

88.9

6.9

82.0

1,188%

46.6

8.0

38.6

483%

42.3

(1.1)

43.4

N/M

thl FY23 INVESTOR PRESENTATION
46

EBIT bridge –pro forma including 12 months of Apollo

thl FY23 INVESTOR PRESENTATION
Income statement summary –thl including 7 months of Apollo in FY23

47

Full year6 months to 30 June6 Months to 31 December

NZD $MFY23FY22VARVAR %FY23FY22VARVAR %FY23FY22VARVAR %

Revenue

Sale of services307.0118.9188.1158%172.968.6104.3152%134.150.383.8167%

Sale of goods356.8226.9129.957%229.9102.3127.6125%126.9124.62.32%

Total revenue663.8345.8318.092%402.8170.9231.9136%261.0174.986.149%

Costs(505.3)(292.4)(212.9)(73%)(315.1)(139.4)(175.7)(126%)(190.2)(153.0)(37.2)(24%)

EBITDA158.553.4105.1197%87.731.556.2178%70.821.948.9223%

Depreciation & amortisation(69.6)(46.5)(23.1)(50%)(41.1)(23.4)(17.7)(76%)(28.5)(23.1)(5.4)(23%)

EBIT88.96.982.0(1,188%)46.68.138.5(475%)42.3(1.1)43.43,945%

Interest(22.7)(10.7)(12.0)(112%)(16.0)(5.8)(10.2)(176%)(6.7)(4.9)(1.8)(37%)

Share of profit from associates0.81.1(0.3)(27%)0.0(0.1)0.1100%0.81.2(0.4)(33%)

Net profit/(loss) before tax67.0(2.7)69.7N/M30.62.228.41,291%36.4(4.8)41.2N/M

Taxation(17.1)0.6(17.7)N/M(5.9)0.2(6.1)N/M(11.2)0.4(11.6)N/M

Net profit/(loss) after tax49.9(2.1)52.0N/M24.72.422.3929%25.2(4.4)29.6N/M

Net profit/(loss) after tax is attributable to:

Equity holders of the Company49.9(1.5)51.4N/M24.72.522.2888%25.2(4.0)29.2N/M

Non-controlling interest0.0(0.6)0.6100%0.0(0.2)0.2100%0.0(0.4)0.4100%

Basic EPS (in cents)*26.4(1.0)

Diluted EPS (in cents)26.1(1.0)

*Based on weighted average number of shares on issue across the financial period.

thl FY23 INVESTOR PRESENTATION
Revenue –thl including 7 months of Apollo in FY23

48

*Action Manufacturing’s results include intercompany transactions with thl rentals, which are eliminated in “Other”.

Full year

6 months to 30 June

6 Months to 31 December

H1 FY23

NZD $M

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

thl

Rentals & Sales - rental revenue

Rental revenue

New Zealand

77.0

18.4

58.6

318%

50.5

12.2

38.3

314%

26.5

6.2

20.3

327%

Australia

106.4

42.0

64.4

153%

60.0

26.3

33.7

128%

46.4

15.7

30.7

196%

USA

78.7

53.6

25.1

47%

28.0

26.7

1.3

5%

50.7

26.9

23.8

88%

Canada

12.0

0.0

12.0

N/M

11.9

0.0

11.9

N/M

0.1

0.0

0.1

N/M

UK Europe

6.5

0.0

6.5

N/M

5.8

0.0

5.8

N/M

0.7

0.0

0.7

N/M

Total rental revenue

280.6

114.0

166.6

146%

156.2

65.2

91.0

140%

124.4

48.8

75.6

155%

Total revenue

thl

Rentals & Sales - sale of goods revenue

New Zealand

47.2

73.9

(26.7)

(36%)

25.5

32.1

(6.6)

(21%)

21.7

41.8

(20.1)

(48%)

Australia

132.3

35.9

96.4

269%

98.5

19.7

78.8

400%

33.8

16.2

17.6

109%

USA

97.7

91.0

6.7

7%

53.7

38.0

15.7

41%

44.0

53.0

(9.0)

(17%)

Canada

22.4

0.0

22.4

N/M

20.1

0.0

20.1

N/M

2.3

0.0

2.3

N/M

UK Europe

10.2

0.0

10.2

N/M

7.4

0.0

7.4

N/M

2.8

0.0

2.8

N/M

Total sale of goods revenue

309.8

200.8

109.0

54%

205.2

89.8

115.4

129%

104.6

111.0

(6.4)

(6%)

Action Manufacturing*

118.5

67.7

50.8

75%

56.9

37.2

19.7

53%

61.6

30.5

31.1

102%

Tourism

25.1

3.2

21.9

684%

15.7

2.4

13.3

554%

9.4

0.8

8.6

1,075%

Other (including intercompany eliminations)

(70.2)

(39.9)

(30.3)

(76%)

(31.2)

(23.7)

(7.5)

(32%)

(39.0)

(16.2)

(22.8)

(141%)

Total revenue other operating divisions

73.4

31.0

42.4

137%

41.4

15.9

25.5

160%

32.0

15.1

16.9

112%

Group revenue

663.8

345.8

318.0

92%

402.8

170.9

231.9

136%

261.0

174.9

86.1

49%

thl FY23 INVESTOR PRESENTATION
EBITDA –thl including 7 months of Apollo in FY23

49

EBITDA

Full year

6 months to 30 June

6 Months to 31 December

NZD $M

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

EBIT

88.9

6.9

82.0

1,188%

46.6

8.0

38.6

483%

42.3

(1.1)

43.4

N/M

0.0

0%

Add back non-cash items:

0.0

0%

Depreciation

67.1

44.6

22.5

50%

39.6

22.5

17.1

76%

27.5

22.1

5.4

24%

Amortisation

2.5

1.9

0.6

32%

1.5

1.0

0.5

50%

1.0

0.9

0.1

11%

EBITDA

158.5

53.4

105.1

197%

87.7

31.5

56.2

178%

70.8

21.9

48.9

223%

EBITDA before non-recurring items

Full year

6 months to 30 June

6 Months to 31 December

NZD $M

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

FY23

FY22

VAR

VAR %

EBIT before non-recurring items

89.6

3.6

86.0

2,389%

64.4

7.6

56.8

747%

25.2

(4.0)

29.2

N/M

0.0

0%

Add back non-cash items:

0.0

0%

Depreciation

67.1

44.6

22.5

50%

39.6

22.5

17.1

76%

27.5

22.1

5.4

24%

Amortisation

2.5

1.9

0.6

32%

1.5

1.0

0.5

50%

1.0

0.9

0.1

11%

EBITDA before non-recurring items

159.2

50.1

109.1

218%

105.5

31.1

74.4

239%

53.7

19.0

34.7

183%

thl FY23 INVESTOR PRESENTATION
Balance sheet

50

As atAs at

NZD $M30 Jun 202330 Jun 2022VAR

Equity611.0 331.7 279.3

Non current liabilities287.7 113.4 174.3

Current liabilities285.0 68.1 216.9

Lease liabilities159.9 82.6 77.3

Total source of funds1,343.6 595.8 747.8

Intangible assets and goodwill190.3 55.4 134.9

Financial assets23.2 5.6 17.6

Derivative financial instruments2.4 0.5 1.9

Investments in associates and joint ventures0.0 6.0 (6.0)

Property, plant and equipment659.3 311.8 347.5

Right-of-use assets145.0 70.8 74.2

Current assets323.4 145.7 177.7

Total use of funds1,343.6 595.8 747.8

Net debt position (excluding lease liabilities)285.1 58.5 226.6

Net tangible assets420.7 276.3 144.4

Net tangible assets per share*$1.97$1.82

Book value of net assets per share*$2.85$2.18

Debt / debt + equity ratio (net of intangibles)40%17%

Equity ratio (net of intangibles)36%51%

AUD exchange rate at period end0.91820.9031

USD exchange rate at period end0.60750.6214

GBP exchange rate at period end0.48160.5127

CAD exchange rate at period end0.80520.8029

* Based on shares on issue at the relevant balance date

thl FY23 INVESTOR PRESENTATION
Gain on fleet sales and gross profit –pro forma including 12 months of Apollo

51

Note: Gross fleet sales margins reflect sales revenue (net of any dealer commissions) less the net book value of the vehicles sold. It excludes other costs of sale. The methodology may differ to sales margin metrics previously reported by thl. The above figures

are a pro forma view including 12 months of Apollo and include the gain on the sale of 310 motorhomes sold to Jucy Rentals on30November 2022. The equivalent table in thl’s FY23 interim results presentation did not include the gain related to the sales to

Jucy Rentals.

Pro forma consolidated

$MFY23FY22VARVAR %

Proceeds from sale of fleet

New Zealand43.164.0(20.9)(33%)

Australia57.542.415.136%

USA95.489.36.17%

Canada20.95.915.0254%

UK/Europe11.614.3(2.7)(19%)

Total proceeds from sale of fleet 228.5215.912.66%

Net book value of fleet sold

New Zealand27.446.0(18.6)(40%)

Australia36.128.97.225%

USA73.057.615.427%

Canada14.14.010.1253%

UK/Europe7.710.8(3.1)(29%)

Total net book value of fleet sold158.3147.311.07%

Gross margin on fleet sold

New Zealand15.718.0(2.3)(13%)

Australia21.413.57.959%

USA22.431.7(9.3)(29%)

Canada6.81.94.9258%

UK/Europe3.93.50.411%

Total gross margin on fleet sold70.268.61.62%

Pro forma consolidated

$k

FY23

FY22

VAR

VAR %

Average gross margin on fleet sold

New Zealand

30.4

21.2

9.2

44%

Australia

39.3

21.6

17.7

82%

USA

28.5

36.1

(7.6)

(21%)

Canada

34.5

27.9

6.6

24%

UK/Europe

32.0

22.9

9.1

40%

Pro forma consolidated

#

FY23

FY22

VAR

VAR %

Fleet vehicles sold (excluding buybacks)

New Zealand

516

849

(333)

(39%)

Australia

545

625

(80)

(13%)

USA

786

878

(92)

(10%)

Canada

197

68

129

190%

UK/Europe

122

153

(31)

(20%)

Total fleet vehicles sold (excluding buybacks)

2,166

2,573

(407)

(16%)

thlonline.com

---

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





29 August 2023


NZX | ASX | MEDIA RELEASE

TOURISM HOLDINGS LIMITED (thl)


A RECORD UNDERLYING PROFIT, $0.15 DIVIDEND AND POSITIVE GROWTH OUTLOOK


Summary:

• Statutory net profit after tax (NPAT) of $49.9M, an increase of $52M on the prior year

• A record underlying NPAT of $47.8M and pro forma underlying NPAT of $77.1M (which includes the

impact of acquisition accounting)

1


• Pro forma underlying NPAT of $81.1M after removing the impact of acquisition accounting, which was

not included in previous guidance of $75M+

• Historic merger with Apollo completed with successful initial integration

• Group Return on Funds Employed of 15.8%

• A final dividend of 15 cents per share (100% imputed, 25% franked), representing the full year dividend

as no interim dividend was paid

• New thl dividend policy targets distribution of 40 – 60% of underlying NPAT

• We are positive about thl’s opportunity for growth in FY24 and beyond, and intend to provide further

guidance on our medium-term growth aspirations at the 2023 Annual Meeting


thl today releases its results for the financial year ending 30 June 2023 (FY23).


Cathy Quinn, thl Chair, says “the result reflects an excellent performance and is evidence that the new thl,

following the merger with Apollo, is a larger and stronger entity. We believe that thl has a positive future

and as a Board, are focused on supporting the future growth of thl.”


Grant Webster, thl Chief Executive, says “we believe it’s one of those times to reflect and celebrate. thl has

delivered a record underlying NPAT having successfully merged with Apollo in November 2022, alongside

a long list of other achievements and progress.


“We have been incredibly active as an organisation, not only with the momentum in integrating thl and

Apollo, but across all aspects of our business, opening new locations, launching new fleet, and driving

forward with our sustainability initiatives, all while managing the return of international tourism and

delivering a record result.


“The tourism industry is in a positive position, ready to be a key driver of the economies in New Zealand

and Australia in particular over the coming 12 months.”



1

Pro forma underlying NPAT is a non-GAAP measure which includes the results of Apollo and Just go for the 12-

months of FY23 on an assumed 100% ownership basis, notwithstanding that those acquisitions took place part

way through the year. Refer to the FY23 Investor Presentation for a reconciliation to statutory NPAT.







thl announces final dividend for FY23 and new dividend policy


thl is pleased to declare a final dividend for FY23 of 15 cents per share and to confirm its new dividend

policy, which targets a pay-out ratio of 40 to 60% of underlying net profit after tax. The new policy factors

in thl’s equity position and anticipated fleet regrowth capital requirements.


The final dividend of 15 cents per share will be 100% imputed and 25% franked, and represents the full

year dividend, as no interim dividend was paid.


The Dividend Reinvestment Plan is available to eligible shareholders that wish to participate. A 2% discount

is available. The Dividend Reinvestment Plan Offer Document has recently been amended and is available

on thl’s website.


thl rewarding crew with $1,000 worth of shares


In recognition of the dedication of its crew and thl’s return to profitability with a record result in FY23, thl

is rewarding its crew with a bonus of $1,000 worth of thl shares net of tax (or a cash equivalent for eligible

employees outside of Australasia).


thl Chief Executive Grant Webster says “I am hugely proud of the efforts of our crew over what was the

most challenging period in our company’s history. The results that we are now achieving are a real

testament to all our thl crew globally (old and new), who come to work every day with an immense passion

for creating unforgettable journeys.


“The Board and Executive believe in the positive future of thl, and we want our crew to be able to benefit

from the success that we expect thl to have.”


It is estimated around 1,800 employees will be eligible for the bonus, which is expected to be paid in

September or October 2023.


The FY23 result includes several statutory one-off items, primarily relating to merger transaction costs and

the acquisition of the remaining 51% shareholding in Just go. The results are further complicated by the

inclusion of Apollo’s trading for only the seven months from December 2022 to June 2023.


A pro forma view for the results of both thl and Apollo across the full 12 months has been included in the

Investor Presentation to assist shareholders to understand the performance of the combined business.

Given the complexity of the results, shareholders are strongly encouraged to review the Investor

Presentation for further detail including a reconciliation between the statutory, underlying and pro forma

results.







The 2023 Integrated Annual Report, including the financial statements, as well as an Investor Presentation,

are available on thl’s website and on NZX/ASX.


ENDS


Authorised by:


Cathy Quinn

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 listed on the NZX and ASX (code: THL) and is the largest commercial RV rental operator in the

world. In November 2022, thl merged with Apollo Tourism & Leisure, creating a multi-national, vertically integrated RV

manufacturing, rental, and retail business spanning motorhomes, campervans and caravans. thl also operates tourism adventure,

travel technology, and commercial vehicle manufacturing businesses.


In New Zealand/Australia, thl operates rental brands (Maui, Britz, Apollo, Mighty, Hippie, Cheapa Campa), manufacturing (Action

Manufacturing, Apollo), retail brands (Talvor, Kea, Winnebago, Adria, Coromal, Windsor), retail dealerships (RV Super Centre,

Apollo RV Sales, Kratzmann, George Day, Sydney RV, E-Camperco), travel technology (TripTech) and tourism attractions (Kiwi

Experience and the Discover Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The

Legendary Black Water Rafting Co.). In North America, thl operates the Road Bear RV, El Monte RV, CanaDream, Britz and Mighty

rental brands. In UK and Europe, thl operates the Just go, Apollo and Bunk Campers rental brands.

---

Results announcement
Tourism Holdings Limited





Results for announcement to the market

Name of issuer Tourism Holdings Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$663,841 +92%

Total Revenue $663,841 +92%

Net profit/(loss) from

continuing operations

$49,858 +2453%

Total net profit/(loss) $49,858 +2453%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.15000000

Imputed amount per Quoted

Equity Security

$0.05833333

Record Date 15 September 2023

Dividend Payment Date 29 September 2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.96 $1.82

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to attached audited financial statements and investor

presentation.

Authority for this announcement

Name of person


authorised

to make this announcement

Cathy Quinn

Contact person for this

announcement

Grant Webster

Contact phone number +64 9 336 4255

Contact email address grant.webster@thlonline.com

Date of release through MAP


29 August 2023


Audited financial statements accompany this announcement.

---

Distribution Notice





Section 1: Issuer information

Name of issuer Tourism Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code THL

ISIN (If unknown, check on NZX

website)

NZ HELE 0001S9

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies X

Record date 15/09/2023

Ex-Date (one business day before the

Record Date)

14/09/2023

Payment date (and allotment date for

DRP)

29/09/2023

Total monies associated with the

distribution

$32,162,155

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.20833333

Gross taxable amount $0.20833333

Total cash distribution $0.15000000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $ 0.02647059

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

If fully or partially imputed, please

state imputation rate as % applied

100%

Imputation tax credits per financial

product

$0.05833333

Resident Withholding Tax per

financial product

$0.01041667

Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)

2.0%

Start date and end date for

determining market price for DRP

18/09/2023 22/09/2023

Date strike price to be announced (if

not available at this time)

25/09/2023

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New issue

DRP strike price per financial product

$TBC

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

18/09/2023

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Grant Webster, CEO

Contact person for this

announcement

Amir Ansari, Manager Strategy & Development

Contact phone number +64 21 1638053

Contact email address

a

mir.ansari@thlonline.com

Date of release through MAP


29/08/23

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.