SPH Notice - SPV/BGH

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

and

To Tourism Holdings Limited
Relevant event being disclosed: Change in nature of relevant interest (extension of term
under co-operation and exclusivity agreement)
Date of relevant event: 11 June 2026
Date this disclosure made: 11 June 2026
Date last disclosure made: 15 December 2025
Substantial product holder(s) giving disclosure
Full name(s):
5382917 Limited (SPV)
BGH Capital IIA Pty Ltd in its capacity as trustee for BGH Capital Trust IIA, BGH Capital IIB
Pty Ltd in its capacity as trustee for BGH Capital Trust IIB, BGH Capital Offshore GP II
Limited as general partner of BGH Capital Offshore II, LP (together the BGH Fund) and
BGH Capital Pty Ltd (ACN 617 386 982) (the Manager) in its capacity as manager or
adviser to the constituent entities of the BGH Fund (the BGH Fund and the Manager
together BGH).
Summary of substantial holding
Class of quoted voting products: ordinary shares (Shares) in Tourism Holdings Limited
(NZX Code: THL) (THL)

Summary for SPV
For this disclosure,—
(a) total number held in class: 44,197,503
(b) total in class: 221,198,069
(c) total percentage held in class: 19.980%

For last disclosure,—
(a) total number held in class: 44,197,503
(b) total in class: 221,098,068

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(c) total percentage held in class: 19.990%
Summary for BGH
For this disclosure,—
(a) total number held in class: 44,197,503
(b) total in class: 221,198,069
(c) total percentage held in class: 19.980%

For last disclosure,—
(a) total number held in class: 44,197,503
(b) total in class: 221,098,068
(c) total percentage held in class: 19.990%
Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:
Co-operation agreement
On 14 June 2025, SPV and the Trouchet Shareholders (defined below) entered into a co-
operation and exclusivity agreement (as varied on 13 December 2025, the Co-operation
Agreement). Under the Co-operation Agreement, the parties have agreed to work
together to consider and, if applicable, negotiate and implement the potential acquisition
by SPV of all or a substantial part of the Shares or THL’s assets and business by way of a
takeover offer under the Takeovers Code, a scheme of arrangement under Part 15 of the
Companies Act 1993 or other transaction structure.
Under the Co-operation Agreement, the Trouchet Shareholders have agreed not to sell
their Shares during the term of the Co-operation Agreement without the prior written
consent of SPV (and in certain other limited circumstances). The Co-operation Agreement
terminates on the earlier to occur of: (i) 14 June 2026; (ii) the date on which a scheme
implementation agreement is entered into; and (iii) the date the independent directors of
Target unanimously recommend to Target shareholders that they accept a takeover offer
under the Takeovers Code, (iv) or earlier by agreement in writing between SPV and the
Trouchet Shareholders.
A copy of the Co-operation Agreement was attached to the substantial product holder
notice that SPV and BGH filed with NZX on 14 June 2025. A copy of the variation to that
agreement was attached to the substantial product holder notice that SPV and BGH filed
with NZX on 15 December 2025.
Variation of Co-operation agreement
On 11 June 2026, SPV and the Trouchet Shareholders signed a variation letter (the
Variation Letter) to extend the exclusivity period under the Co-operation Agreement.

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The effect of this variation is to change limb (i) referred to in the paragraph above to 14
September 2026.
A copy of the Variation Letter is attached as Schedule 1 (2 pages).
Details after relevant event
Details for SPV
Nature of relevant interest(s): Conditional power to control the disposal of Shares pursuant
to a Co-operation Agreement, as amended by the Variation Letter.
For that relevant interest,—
(a) number held in class: 26,079,549
(b) percentage held in class: 11.790%
(c) current registered holder(s): Barmil Enterprises Pty Ltd as trustee for Lurk
Investment Trust, Eastglo Pty Ltd as trustee for the Trouchet Super Fund and KRLG
Pty Ltd as trustee for the KL Trust (together, the Trouchet Shareholders)
(d) registered holder(s) once transfers are registered: N/A
Nature of relevant interest(s): registered holder and beneficial owner of Shares.
(a) number held in class: 18,117,954
(b) percentage held in class: 8.191%
(c) current registered holder(s): SPV
(d) registered holder(s) once transfers are registered: N/A
Details for BGH
By virtue of the deeming provision under section 237 of the Financial Markets Conduct Act,
BGH is deemed to have the same relevant interests as SPV set out above.
Additional information

Address(es) of substantial product holder(s): Level 26, 101 Collins Street, Melbourne VIC
3000, Australia
Contact details: James Cooney, +64 9 916 8800, james.cooney@bellgully.com
Nature of connection between substantial product holders: As noted above, SPV is wholly
beneficially owned by the BGH Fund. The Manager is the manager or adviser to the
constituent entities of the BGH Fund.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Barmil Enterprises Pty Ltd as trustee for Lurk

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Investment Trust, Eastglo Pty Ltd as trustee for the Trouchet Super Fund and KRLG Pty Ltd
as trustee for the KL Trust.
Certification

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

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Schedule 1
Variation Letter

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

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