Apollo Tourism & Leisure : Proposed merger with Tourism Holdings Limited

Apollo and thl announce a proposed merger ("Proposed Transaction") to expand their respective global recreational vehicle ("RV") networks that includes the rental, sales, manufacturing and service of RVs

The Proposed Transaction is intended to be conducted as an Apollo Scheme of Arrangement ("Scheme") under which Apollo shareholders will receive 1 fully paid ordinary share in thl ("thl Share") for every ~3.68 fully paid ordinary shares in Apollo ("Apollo Shares") held as at the Scheme record date

Apollo shareholders will together own 25% of thl Shares on issue upon completion of the Proposed Transaction,1 implying a 32.6% premium using the closing price of each company's shares on 9 December 2021, and a 18.9% premium using the one-monthvolume weighted average price for each company to the same date

The Scheme is conditional upon thl receiving approval to list on the Australian Securities Exchange ("ASX") on or before implementation of the Proposed Transaction

Apollo and thl (together, the "Combined Group") are two highly complementary businesses which together will create a leading diversified travel company across the key markets of Australia, New Zealand, North America, the United Kingdom and Europe

Significant anticipated cost synergies are expected to deliver a steady-stateEBIT benefit of ~A$16.2 million - ~A$18.1 million2 (~NZ$17.0 million - ~NZ$19.0 million) per annum,3 with expected one-offimplementation costs of ~A$3.8 million - ~A$6.7 million2 (~NZ$4.0 million - ~NZ$7.0 million) to realise these synergies

Fleet rationalisation expected to generate in excess of ~A$38.0 million2 (~NZ$40.0 million) of net debt benefit

The Apollo Board believes the Combined Group will be financially stronger than Apollo on a standalone basis, and in a position to consider recommencing payment of dividends more quickly than Apollo on a standalone basis

The Trouchet family, which controls approximately 53.4% of Apollo Shares on issue, intends to vote in favour of the Scheme (in the absence of a superior proposal and subject to the Independent Expert concluding that the Proposed Transaction is in the best interests of Apollo shareholders). The Trouchet family will become one of the largest shareholders (13.4%) of the Combined Group, and 90% of their resulting thl shareholding will be subject to voluntary escrow arrangements

The Apollo Board (including executive directors Luke Trouchet and Karl Trouchet) has unanimously agreed to recommend the Proposed Transaction on the same basis

10 December 2021

Proposed merger with Tourism Holdings Limited

onlyApollo Tourism & Leisure Ltd (ASX:ATL) ("Apollo" or the "Company") today entered into a Scheme Implementation Deed with Tourism Holdings Limited (NZX:THL) ("thl") in relation to a proposed merger via Scheme of Arrangement.

HIGHLIGHTS:

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ForApollo is pleased to announce that it has entered into a Scheme Implementation Deed ("SID") with thl under which the companies have agreed a proposed merger to establish a leading diversified travel company across the key markets of Australia, New Zealand, North America, the United Kingdom and Europe.

1. thl currently holds 898,150 Apollo Shares, representing ~0.5% of Apollo Shares on issue as at 10 December 2021. Whilst the percentage of the Combined Group attributable to all Apollo shareholders including thl is 25.0%, the percentage of the Combined Group attributable to Apollo shareholders excluding thl is 24.9%.
2. Conversion at NZDAUD FX rate of $0.9503 as at 9 December 2021.
3. See the investor presentation lodged with ASX in relation to the Proposed Transaction for additional details. References to synergies in this announcement are to estimates only. While Apollo and thl have undertaken due diligence to ensure there is a reasonable basis for such estimates, the synergies are subject to a number of assumptions and actual results may differ due to a variety of risks, uncertainties and other factors. There can be no assurance that the

synergies will be achieved. Apollo shareholders should refer to the section entitled "forward-looking statements" at the end of this announcement.

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increased scale in key markets in Australia, New Zealand, North America, the United Kingdom and Europe; enhanced business, brand portfolio and geographic diversification;

the Combined Group having greater financial strength; and

a due diligence process which identified synergies expected to deliver a steady-stateEBIT uplift of A$16.2 million - A$18.1 million (NZ$17 million - NZ$19 million) per annum.6

$0.736 based on the closing price of thl Shares on 9 December 2021 of NZ$2.85. This is a premium of 32.6% over the closing price of Apollo Shares on the same date;6 and

$0.731 based on the one-monthvolume weighted average price of thl shares to 9 December 2021, of NZ$2.83. This is a premium of 18.9% over the one-monthvolume weighted average price of Apollo Shares of A$0.615 over the same period.6

10 December 2021

While earnings to date in FY22 gives the Apollo Board confidence that Apollo will achieve improved results when compared with FY21, an underlying loss is still anticipated in FY22. Due to the ongoing uncertainty of the current trading environment,

onlyApollo is not in a position to provide earnings guidance for FY22. Refer to the investor presentation lodged with ASX in relation to the Proposed Transaction for additional information on trading conditions generally.

The Proposed Transaction will provide the Combined Group with the financial strength to:

• emerge faster from COVID-19;
• take advantage of near-term growth opportunities as borders reopen and cross-border tourism ramps up; and
• improve operational agility and resilience against any ongoing or new impacts from the pandemic such as the continuation of travel restrictions and supply chain challenges.

useThe Apollo Board believes that the merger will accelerate the timeframe to re-establish normalised earnings and recommence the payment of dividends more quickly than Apollo on a standalone basis.

Transaction Summary

The Proposed Transaction will be implemented under the Scheme, pursuant to which Apollo shareholders will receive 1 thl Share for every ~3.68 Apollo Shares held as at the Scheme record date.4 Following implementation of the Proposed Transaction, Apollo shareholders together will own 25% of thl Shares on issue, with existing thl shareholders owning the remaining 75%.5 This implies a value of:

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thl is currently listed on New Zealand's Exchange ("NZX"). As part of the Proposed Transaction thl has agreed to apply for a foreign exempt listing on ASX, with approval for such listing a condition precedent of the Proposed Transaction.

The commercial rationale for combining Apollo and thl is underpinned by:

Of these synergies, 69% are fixed cost synergies relating to the duplication of corporate costs or property, the majority of which are expected to be realised by the end of FY23. The remaining 31% of these synergies are variable, and realisation will

Forbe dependent upon the pace of the global recovery from COVID-19 and its associated impacts.

A significant fleet rationalisation of up to ~1,250 vehicles is expected as the Combined Group will be able to service rental perations with a smaller, more optimised fleet. This is expected to result in a one-off debt reduction of ~A$38 million6

(~NZ$40 million) with a potential additional ~A$28.5 million6 (~NZ$30 million) one-off debt reduction subject to the execution of operational efficiency improvements. The Combined Group will also benefit from a lower net replacement capital expenditure resulting from the operation of a smaller fleet. This benefit has not been quantified.

1. The consideration shares of shareholders with an address other than in Australia, New Zealand, the United Kingdom or other jurisdictions agreed by Apollo and thl will be issued to a nominee and sold with the proceeds paid to the shareholder.
2. See footnote 1 above.
3. Conversion at NZDAUD FX rate of $0.9503 as at 9 December 2021.

10 December 2021

Total one-off implementation costs are expected to be between ~A$3.8 million - ~A$6.7 million7 (~NZ$4 million - ~NZ$7 million), with the majority of these to be incurred by the end of FY23. Refer to the investor presentation lodged with ASX in

onlyrelation to the Proposed Transaction for additional disclosures on synergies and costs.

Grant Thornton Corporate Finance Pty Ltd ("Independent Expert") has been engaged to provide an independent expert's report as to whether the Proposed Transaction is in the best interests of Apollo shareholders. Additional details on the Scheme, consideration and timetable will be included in the Scheme Booklet that will be sent to shareholders in due course.

Apollo directors and founding family shareholders

The directors of Apollo consider the Proposed Transaction to be in the best interests of the Apollo shareholders and unanimously recommend that Apollo shareholders vote in favour of the Scheme, in the absence of a superior proposal and

useApollo was founded by the Trouchet family in 1985. Entities associated with Luke Trouchet and Karl Trouchet ("Founding Family Shareholders") own ~53.4% of Apollo Shares on issue and intend to vote in favour of the scheme on the same basis.

subject to the Independent Expert concluding that the Proposed Transaction is in the best interests of Apollo shareholders. All Apollo Directors intend to vote all their shareholdings which they own, control or have a relevant interest in, consistent with their recommendation.

The Founding Family Shareholders remain committed to the long-term value creation opportunities available to the Combined Group and will enter into voluntary escrow arrangements in relation to 90% of their thl Shares received under the Proposed Transaction (90% for 12 months, and 50% for 24 months, from the implementation date of the Scheme) ("Escrow Arrangements").

Combined Group governance

The Combined Group will benefit from a highly experienced Board and senior executive team that draws on the broad skills and experience from both Apollo and thl.

personal	•	Rob Campbell, current Chairman of thl, will remain the Chairman.
•	Cathy Quinn, and Gráinne Troute, and existing Apollo Directors Sophie Mitchell and Robert Baker.
	Grant Webster, current Chief Executive Officer of thl, will be Managing Director and Chief Executive Officer.
	•	Luke Trouchet, current Managing Director and Chief Executive Officer of Apollo, will be appointed as Executive
		Director - M&A and Global Transitions.
	•	Nick Judd, current Chief Financial Officer of thl, will remain in that role.
	•	The balance of the Board will comprise of existing thl Directors Debbie Birch, Rob Hamilton, Guorong Qian,

Managing Director comment

Apollo Managing Director, Luke Trouchet said, "The two businesses have similar operations and like-minded cultures, and we both strongly believe in the potential of the global RV market. The proposed merger would give us a better platform to meet Forthe ongoing impacts of COVID-19, continue to offer our guests the best combination of products, services and prices possible,

and better leverage the re-opening of global travel.

"With a more diverse portfolio of brands, strong presences in the key RV travel markets and a more robust balance sheet, the combined business will be better able to capitalise on near-term growth opportunities as borders re-open and cross-border tourism begins to return to pre-pandemic levels.

"I am very much looking forward to joining the Board and executive of thl and am excited by the prospects of what the two companies can achieve together. Karl and I will have a substantial holding and intend to be long term shareholders of the Combined Group, reflected in the voluntary escrow of 90% of our thl shares."

7 Conversion at NZDAUD FX rate of $0.9503 as at 9 December 2021.

10 December 2021

thl Chief Executive Officer Comment

thl Chief Executive Officer, Grant Webster, said, "Being able to deliver value uplift for shareholders of both companies,

creating a more resilient business in terms of navigating our next phase on the world stage is a very significant step for us both. I'm looking forward to the opportunity to work with Luke and his crew to create a new future."

Scheme Implementation Deed

Apollo and thl have entered into the attached Scheme Implementation Deed ("SID") which contains customary terms and
conditions on which Apollo and thl will implement the Proposed Transaction. Key conditions to implementation of the
onlyScheme include:
use	• approval by ASX of thl's ASX foreign exempt listing;
• approval by the Australian Competition and Consumer Commission, New Zealand Commerce Commission and
	Australian Foreign Investment Review Board;
	• the Independent Expert concluding that the Proposed Transaction is in the best interests of Apollo shareholders;
	• refinancing the debt facilities of thl and/or the Combined Group with new or existing financiers with effect from the
	implementation of the Scheme (including obtaining all necessary approvals for the refinancing), and all consents and
	waivers being obtained from any continuing financiers of Apollo;
	• the Founding Family Shareholders entering into the Escrow Arrangements;
	• approval by Apollo shareholders and the Supreme Court of Queensland;
	• prior to the second court date of the Scheme, thl obtaining confirmation from its insurers that its existing Directors
personal	and Officers insurance policy is extended to include the Scheme; and
• other customary conditions as set out in the SID.

The SID includes exclusivity arrangements (including "no shop", "no talk" and "no due diligence" restrictions and notification obligations, subject to customary fiduciary carve-outs), a matching right regime in favour of thl, and reciprocal break fees in favour of both parties.

Timetable and next steps

Apollo shareholders do not need to take any action in relation to the Proposed Transaction at this stage.

A Scheme Booklet containing information in relation to the Proposed Transaction, reasons for the Apollo Directors' recommendation, an Independent Expert's Report and details of the Scheme will be sent to shareholders in due course.

It is anticipated that the Proposed Transaction will complete prior to the end of financial year 2022.

Advisers

Apollo is being advised by Morgans Corporate Limited and Ernst & Young as financial advisers, Hamilton Locke as lead Forcorporate legal counsel, Jones Day as competition legal counsel and Deloitte as tax adviser.

Analyst / Investor call

Apollo will host an investor call at 10.00am AEDT / 9.00am AEST on 10 December 2021. Investors must pre-register to attend this call by following this link: https://s1.c-conf.com/diamondpass/10018479-rh5ms2.html.

ENDS

10 December 2021

Authorised by:

onlyLuke Trouchet

Managing Director and Chief Executive Officer Apollo Tourism & Leisure Ltd

For more information please contact:

Investors:

Luke Trouchet, Managing Director and CEO T: 07 3265 9222

E: [e-mail]

W: www.apollotourism.com useAbout Apollo Tourism & Leisure Ltd

Apollo Tourism & Leisure Ltd is listed on the Australian Securities Exchange (ASX code: ATL). Apollo is a multi-national, vertically integrated manufacturer, rental fleet operator, wholesaler and retailer of a broad range of RVs including motorhomes, campervans and caravans.

Forward-looking statements

This announcement contains forward-looking statements concerning Apollo, thl and the Combined Group which are made as at the date of this announcement unless otherwise specified, including statements about intentions, beliefs and expectations, plans, strategies and objectives of Apollo, thl and the Combined Group, the anticipated timing for and outcome and effects of the Scheme (including expected

personalbenefits to shareholders of Apollo and thl), indications of and guidance on synergies, future earnings or financial position or performance, expectations for the ongoing development and growth potential of the Combined Group and the future operation of Apollo, thl and the Combined Group.

Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the forward-looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of Apollo, thl and the Combined Group. Such factors may include, among other things, risks relating to funding requirements, COVID-19 impacts including border closures and travel restrictions, competition and market risks, regulatory restrictions and risks associated with general economic conditions. Any forward-looking statements, as well as any other opinions and estimates and statements regarding synergies, market and industry trends, provided in this announcement are based on assumptions and contingencies which are ubject to change without notice and may prove ultimately to be materially incorrect. Synergy estimates are based on fixed foreign exchange rates across its operating geographies at the time of calculation. Variations in foreign exchange rates will impact the degree to which synergies are able to be realised or how they are reflected in the Combined Group's reporting currency.

There can be no assurance that the Scheme will be implemented or that the plans for the Combined Group will proceed as currently xpected or will ultimately be successful. You are cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating outlook for Apollo, thl or the Combined Group (including the realisation of any expected synergies), articularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the ongoing COVID- 19 pandemic.

Except as required by law or the ASX listing rules, Apollo and thl assume no obligation to provide any additional or updated information or Forto update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this

announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other presentation or publication with respect to Apollo, thl or the Combined Group, or the subject matter of this announcement), create an implication that there has been no change in the affairs of Apollo or thl since the date of this announcement.

Not for release or distribution in the United States

This announcement may not be released to U.S. wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction, and neither this announcement nor anything attached to this announcement shall form the basis of any contract or commitment. Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under the U.S. Securities Act of 1933 or exempt from, or not subject to, the registration of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.