Tourism Holdings Limited (THL) Earnings Call Transcript & Summary

November 1, 2022

New Zealand Exchange NZ Industrials Ground Transportation shareholder_meeting 52 min

Earnings Call Speaker Segments

Cathy Quinn

executive
#1

Welcome to the 36th Annual Meeting of Tourism Holdings Limited. My name is Cathy Quinn, your Chair. After several years of online meetings, we are glad to be able to welcome shareholders in person. For those of you joining online through our virtual meeting platform, you're still able to vote and ask questions online, and I will provide you with further instructions as we progress through the meeting. If you encounter any issues, please refer to the virtual meeting online portal guide or call the helpline on 0800-200-220. To ask a question, you will need to click "ask a question" within the online meeting platform, select the item of business type in your question and click submit. I am advised that we have a quorum present. And as at is 2:00 p.m., I will declare the Annual Meeting open. I am joined by my fellow directors, Debbie Birch, Gráinne Troute and Rob Hamilton. We're also joined by our Chief Executive, Grant Webster; Chief Financial Officer, Nick Judd; and Company Secretary, Amir Ansari. We also have in the room today representatives from PwC, our auditors, and from MinterEllisonRuddWatts, our solicitors. We also have representatives from our financiers, Westpac and ANZ. I also welcome other members of our executive team, Ollie Farnsworth; Juhi Shareef and Nick Voss are with us in the room today. Kate Meldrum, Gordon Hewston, Matt Harvey and Chris Devoy are attending online. As indicated on the screen, we had 54.9 million valid proxies and postal votes, representing 35.2% of the ordinary shares on issue. Of those, 49.2 million have identified me as Chair of the meeting as proxy. I intend to vote all discretionary proxies I have received in favor of the 2 resolutions set out in the notice of meeting. During today's meeting, I will provide a brief overview of the business and then hand over to our Chief Executive, Grant Webster. We will then open for general questions relating to our business and then conclude with the formalities of the meeting, including the resolutions as detailed in the Notice of Meeting. This is my first annual meeting as Chair, and I look forward to working with Grant and my fellow Board colleagues in leading through the next phase of growth as we move forward from the recovery from the pandemic. First, I must acknowledge and thank Rob Campbell, our previous Chair, for leading THL so effectively for nearly 10 years. The important role that Rob has stepped into at Te Whatu Ora New Zealand -- Health New Zealand, reflects his extensive experience and exceptional skills. I'd also like to thank Dr. Guorong Qian for his active contribution to the THL Board over recent years. THL has a strong management team and Board of Directors who know the business well. Our focus is on returning the business to profitability and growth in the coming year. It is our aim to reward our shareholders for their commitment to THL over the last period. We appreciate your support for THL over this challenging time. This is a momentous meeting for THL. Not only have we reached significant milestones on the Apollo transaction, but we believe with the degree of caution that the COVID-19 pandemic impacts are now in the rearview mirror for tourism on a global basis. There may be further outbreaks, but we believe that most of the world has decided to live with COVID-19 and operate in a more normal manner. We do not expect to see international border closures anytime soon. Economic conditions globally mean there are still headwinds which we face as a company, including labor shortages, inflationary pressures and supply chain disruption. And saying that, I'd note that tourism is likely in a better place relative to other industries. To be frank, we've been on the floor, but have picked ourselves up as an industry. While these global issues may impact on the rate of recovery in FY '23, we expect that growth in this business will continue over the coming 12 months and beyond. Throughout the pandemic period, the business focused on hard to protect shareholder value, how to predict our crew and engage with new customer segments. This continuous focus on what is possible, finding new opportunities and business improvement activities will drive the positive balance sheet position and speed of recovery. It is noteworthy that THL did not raise capital during this period, protecting your investment. This reflects that the balance sheet indeed has been effectively managed by your Board and management team. The proposed merger will be a historic moment for both companies from a growth and resilience perspective. The expanded global footprint will create a business, which is a leader in the RV category with the global position in rentals and a regional position and manufacturing and sales. We do believe this is a transformational opportunity that will create significant value for shareholders, both through synergy realization and greater business resilience. Apollo and THL are 2 highly complementary businesses, which have brought together, will create a diversified, leading RV travel company across the key markets of Australia, New Zealand, North America, Europe and the United Kingdom. In December '21, we announced the proposed THL and Apollo merger. In September this year, we obtained clearance from the New Zealand Commerce Commission and ACCC. We understand this was 1 of the longest successful processes with these regulators. There are lessons for us and also for the regulatory bodies to improve processes to provide timely certainty for businesses. While there remain other conditions to proposed merger to be satisfied, clearance from the New Zealand and Australian competition regulators were considered the most significant. We now have much greater confidence that the merger will proceed. As recently advised as part of Apollo's replacement scheme booklet, the merger is expected to create material synergy opportunities that could deliver a steady-state pretax cash synergies of $27 million to $31 million per annum. This is an ever higher quantum of potential synergies than originally expected earlier this year. In addition to the synergy benefits, the combined group will benefit from greater business resilience, through geographic diversification and additional locations in the Northern Hemisphere. If the merger is approved, the Board will be keenly focused on ensuring the merger integration plan and synergy opportunities are achieved. We'll be reviewing progress monthly and have high expectations that management will deliver according to plan. FY '22 was another transition year, and we are pleased to have moved on from those losses. It was a year with 2 distinct halves. The first half saw significant impacts from the Delta wave. Travel border restrictions lifted later than initially expected. The global supply chain was increasingly challenging. We saw a significant turnaround in the second part of FY '22. Throughout THL continued to adapt, identify and grab hold of new opportunities. Revenue from non-tourism activities and vehicle sales has been maximized. The Australian result in particular, is outstanding given the challenges in the first half. Action Manufacturing has also performed strongly and continued to grow in the first year of 100% THL ownership, including laying the foundations for the early FY '23 acquisition of the freighter business. The U.S.A. business has remained profitable throughout the pandemic period. But overall, the result for FY '22 was a loss. So no dividend was declared. A question you may have is what's next for THL? The merger is obviously a major focus for the coming year. The business is focused on meeting all the regulatory obligations around the transaction. Under the current time line, we expect to complete the transaction at the end of this November. Work is underway to get ready for change, including integrating key systems and looking after people to provide clarity and certainty through the process of integration, and Grant will provide more detail on this. While our primary focus will be successfully integrating THL and Apollo, we will continue to look for further growth opportunities. The Apollo merger is a large transaction, but it also creates more capacity and capability within the group to focus on growth as opportunities arise. Discipline of balance sheet management remains key including achieving an appropriate return on funds and having a flexible balance sheet for opportunities should they arise. From a profitability perspective, we continue to expect that THL's net profit after tax for FY '23 will be above $30 million. As we advised in our release last month, that guidance reflects THL as a stand-alone entity, and includes the impact of approximately $3.5 million on Apollo related transaction costs accrued within this financial year. Assuming the merger with Apollo proceeds, we hope to be able to provide guidance on the FY '23 profit expectations for the merged group in February around the time of our half year result. THL has -- COVID has provided THL with 1 of the toughest challenges we hope that it will ever face. It is pleasing to see that the Board and management had focus on business fundamentals and being determined to make sure that THL emerged stronger, is now showing through in a rapid return to profitability as global tourism reopens. As THL and the industry recovers, we hope that governance and all jurisdictions we operate in continue to support this industry. Tourism has been a key driver of economic prosperity and should be in the coming years. Here in New Zealand we do hear situations where local and central governments consider tourism back and doesn't need any further support or even become a target for increased levies and taxes. We operate in a competitive market globally and we need to see complementary ongoing support. From a THL perspective, we remain excited about what this industry we can offer this industry and this industry can offer to all our stakeholders. Thank you. I'm now going to pass over to Grant. I look forward to working with the new Board post final approval and completion of the Apollo merger to move the business forward in the coming year through the recovery and growth phase.

Grant Webster

executive
#2

Thank you for adjusting that Cathy. Thank you very much, Cathy, for your support and for the effect of transition into the chair role. It's been superb. The COVID-19 period has been extremely challenging. Once again, the resilience of the THL crew in business has been superb. It's hard to find adequate words to describe how proud, inspired and appreciative I am of our amazing people. Our crew did a great job, delivering for our customers, seeking new opportunities and supporting each other. However, we are well aware that we lost money for 2 years running, as did most tourism businesses globally. We believe our actions as a company minimize that impact. And more importantly, we continue to focus on the future in a manner which will set us up for significant growth into the future. As the chair noted, the year ending 30th of June 2022 was a year of 2 halves. The first half remained strongly impacted by the COVID-19 pandemic, particularly for our Australasian businesses due to the ongoing domestic and international travel restrictions. The fleet at the end of FY '22 totaled 3,858 vehicles, a low position compared to previous years. We will look to grow from here. In Australia, our results rebounded strongly. After a first half EBIT loss of $1 million, we achieved a second half EBIT profit of $7.6 million, an exceptional recovery. Action Manufacturing also had a positive year with an EBIT of $4.9 million before eliminating the margins generated by the THL manufactured vehicles. The business had strong activity for specialist vehicles for customers, including St John Ambulance, New Zealand Defense Force and other organizations in the heavy transport sector. The U.S. business continued to be profitable throughout the COVID-19 pandemic with an EBIT result of $12.7 million. The 2022 calendar year high season was impacted by supply constraints, particularly our ability to purchase new fleet. The delivery of 200 vehicles originally scheduled to go into the fleet in quarter 4 of FY '22 were delayed into quarter 1 FY '23. It reduced our peak fleet size and impacted the summer period. In New Zealand, with the domestic-only environment for the majority of the year, we incurred an EBIT loss of $9 million. But I note that's a $5.7 million improvement on the FY '21 loss. And while the loss is never impressive, we do believe that it was a really positive achievement in the context environment. Vehicle sales performance remained strong, both from a sales quantity and margin perspective across New Zealand, Australia and the U.S.A. High demand combined with constrained supply due to the impacts of COVID-19 created the conditions for THL to deliver record vehicle sales margins in all 3 countries, well above historical norms. We retained appropriate talent for the regrowth phase, to be ready to respond to the tourism resurgence as the pandemic impacts received. We've also maintained a strong balance sheet. Our banking partners that are here today continue to be supportive of our business and understand the need for us to increase our investment in fleet. When we look at the THL investment thesis published by analysts, we acknowledge the positive situation that we're in today with growth in revenue, an opportunity for cost reduction through the merger synergies in both inorganic and organic new business opportunities that we've created over the last few years. Alongside delivering the FY '22 results and preparing for the coming recovery period, but last year has seen some extensive M&A activity beyond the Apollo merger. Changes to our travel technology business include THL acquiring 100% ownership of Triptech, the sale of Mighway and SHAREaCAMPER and the sale of our remaining interest in the Togo Group. I note the strong performance by action over the last year as well, our first full year under 100% THL ownership. The Freighter acquisition for Action Manufacturing has created a more streamlined, stronger manufacturing base with greater diversification beyond motorhomes. It will enable us to be more stable in our long-term performance and leverage the expertise and supplier relationships for both tourism and non-tourism products. We've also recently acquired 100% of Just go in the U.K., building on our long term successful joint venture partnership. Just go is the leading commercial RV rental business in the United Kingdom and we believe there's real opportunities for future growth in this market. In addition to the M&A activity, work on numerous initiatives to improve the business and the experience we deliver to customers is ongoing. We share these stories throughout the integrated report and I'll highlight a few examples. The TRX 25 customer experience development and improvement program has been rolled out across New Zealand and Australia. We have continued to invest in new fleet designs for our current fleet and new fleet models for the future. At RVSC, a new business expansion project started this year, and it's already in FY '22, delivering revenue growth of over 42% on FY '21. R&D work continues for our future fleet program to address our greatest future-fit sustainability challenge, the carbon emissions from our fleet. The closure of the Albany site has also created opportunities for us to improve efficiencies in these activities. As we've consolidated them into other sites, including action manufacturing in Hamilton and the Auckland Airport rentals and sales location. Work is also continuing on the planning and development of our new Auckland branch. With all these developments, we've come out of the pandemic period with a better rounded business. The Chair outlined the expected synergies and opportunities in relation to the merger. And the comprehensive replacement scheme booklet, which was released last week, contains details on the merged group. We encourage any shareholder that hasn't yet had a chance to read the booklet to do so. And particularly, given it's a large document, go to Section 9. That provides the overview of the merged entity. The conditional clearance of the proposed merger by the NZCC and ACCC has given us confidence to start to get ready. There are still some steps required for the transaction to complete, including the Apollo scheme meeting on the 11th of November and the final Supreme Court of Queensland approval, which is expected on the 18th of November. Integration work required to bring the businesses together to realize the global opportunities and synergies is already underway. Importantly, it will give us the ability for greater global diversification and scale to invest in the things that matter and create greater efficiencies. We have the opportunity in this merger to bring together the best of both businesses. We know that a well-managed transition and integration stage will be critical for our crew, our customers and importantly, our investors. This will be the largest integration project in the history of both companies. We're fortunate that between both businesses we do have significant experience in this space. We've learned the lessons from past merge as well and it's helped guide our approach for the future. We're also using appropriate external resources and expertise to ensure that our processes are robust and efficient. To manage the complex task of the integration, we've established a project, aptly named Project Orange, given the prominence of that color in both THL and Apollo. We see Project Orange as having 5 distinct phases, as you can see on the screen. Currently, we are operating in Phase II, the road to completion. We're highly focused at the moment on addressing all the items needed to ensure that we get the expected completion at the end of November. The 2 key milestones for the remainder of 2022 include completing the divestment to Jucy, which also involves combining THL and Apollo site in Perth, Auckland, Hobart, Darwin and Alice Springs. Following that, the financial people and systems integration planning becomes the next strong focus. Australia and New Zealand rentals and group services are the initial areas where synergies will be realized. Phase 3 will focus on operations over the summer period, ensuring that we deliver for all our customers. We are committed to giving our crew as much clarity, uncertainty as possible so that the team's focus can be on delivering great experiences for our customers. There will be opportunities for our crew globally with a more diversified collective business, enabling new training, development and career pathways. As always, I'm confident that our amazing crew will respond really well. We know that they'll be open, positive and productive through the change process. Moving on to sustainability. THL is focused on our highest priority sustainability issues being the emissions related to the use of our vehicles and operations. We continue to work with the future-fit mindset and methodology to provide us with direction as we embed our global sustainability goals into operational activities at a country, business and branch level. Decarbonizing our fleet depends on technology and infrastructure that is not yet readily available. We are seeing shifts in OEMs, the auto industry, governments and society and infrastructure providers particularly in Europe and the U.S.A., but that's not fast enough. An exciting new Future Fleet development in the FY '23 will be action manufacturing's work on the design and development of a new electric RV product. It will build on the lessons from our previous eRV pilots. FY '22 was our first year reporting on the task force on climate-related financial disclosures, a year ahead of the reporting requirements. We have set a science aligned carbon emission reduction target, committing THL to absolute reduction of Scope 1 and Scope 2 greenhouse gas emissions by 50.4% by FY '32. This target importantly, is consistent with the aim of limiting global heating to 1.5 degree celsius. Further work, however, is still underway on how we appropriately manage Scope 3 targets. Tourism is about connections. Travelers are increasingly seeking deeper, more sustainable and authentic connections with people and place. Creating these unforgettable journeys is our purpose. The growing focus on responsible and regenerative travel by the industry is very welcome. We continue to work with industry partners to create positive community and destination impacts as travel rebounds. We work with programs like the Tiaki Promise in New Zealand, Travel with Heart in the U.S. and our reconciliation action journey in Australia. Long-term trends for more sustainable travel suit the experiences associated with our vehicles, and we remain positive that we will see growth in this category. In terms of outlook, we recognize that we are coming out of a loss-making year. It's more important as a result for us to give guidance to our shareholders on our expectations. As such, I'll briefly speak to the outlook for our businesses, which we've already touched on in recent market announcements. I should note again that our guidance relates to THL as a stand-alone business and excludes Apollo. Within Australasia, our rentals businesses have performed above expectations to date and have a stronger outlook for the upcoming high season than we anticipated some months ago. Rental yields have been positive, up by more than 35% on FY '19 levels in New Zealand and by more than 70% in Australia. This has set up the Australian business well to deliver a record EBIT result in FY '23 and for the New Zealand RV business to have a strong recovery into profitability. Vehicle sales margins in these regions are holding up well. But as previously indicated, we do expect to see some reduction through the remainder of this financial year. The U.S.A. rental season has extended to a strong shoulder season. Despite the ongoing economic uncertainty, we continue to see international demand for the U.S. into the 2023 calendar year. However, I would note that the key booking period we expect is late January, early February. RV retail sales in the U.S. are declining across the industry, particularly for towable products. Vehicle sales pricing for motorized vehicles, however, has remained higher than anticipated because of the ongoing shortages in supply. So as a result, we expect our used vehicle sales margins to decline at a slower rate than what we previously expected. Chassis supply and vehicle delivery dates continue to remain uncertain on a global basis, and while there are indicators in some vehicle categories in the U.S. that these are easing, we are yet to see such signs in Australasia. The Waitomo business has, in the last few weeks, seen the return of coach tours and the first customers coming from cruise ships. Overall, the Waitomo business has continued to face a challenging environment and is facing recruitment difficulties leading into the upcoming summer given the remote location of Waitomo. Kiwi experience is having a very positive return to operations with strong yields on bookings for the upcoming period. And pleasingly, both tourism businesses are expected to deliver a positive EBIT in FY '23. From a group perspective, as highlighted by the Chair, our expectations for FY '23 net profit after tax remain above $30 million. So in summary, over the last year, we've tidied, reviewed, refocused and refreshed across all of our business operations and developed exciting new opportunities. We are well set up for the future and ready to grow. The successful completion of the THL and Apollo merger will create transformational opportunities. We're excited by the opportunity, but we're staying sharply focused on the integration plan and making sure that both businesses grow together successfully. We won't stop here. It's in the DNA of THL to always be looking ahead, focusing on continued growth. And after a challenging few years, we do see a bright future full of opportunity. Thank you all. I'll pass back to the Chair.

Cathy Quinn

executive
#3

We haven't had a joint vote as standing beside another. You'd have to sit, maybe sit on the floor. Thank you, Grant. I'd like to open up the floor for questions in online. Please note, we are restricted about what we can say about the Apollo merger. We can really only repeat what is said in the replacement scheme booklet. And that's not because we're seeking to be difficult or less than open. It's simply that's what the court process requires. And it has been something of a journey to get to this point on this transaction, so we really don't want to put stumble here. If you're attending the meeting online, you are able to ask questions by clicking on "Ask a question" within the online meeting platform, select the item of business, type in your question and then click submit. To ensure questions on the resolutions being asked online make it to me, as we go through its resolution. I'd ask that your host who are attending the meeting online submit those questions now, please. For those who are in the room, we have microphones available, and I'd ask you to wait until a microphone comes to you before you pose your question. But please put up your hand with your admittance card if you'd like to raise a question. When you speak, please tell us your name and whether you're a shareholder or proxy holder. Following any questions from the floor, we'll answer any questions submitted online that have not been already answered. So starting with questions from the floor. You can have a couple of comments.

Unknown Shareholder

shareholder
#4

My name is Ken, I'm a shareholder. First, I'd like to add to what Grant said, the company owes a lot of things to the workers who battled through this couple of years. Unfortunately, it's a tough world and only reward we can offer as years, [indiscernible]. A few years ago, I brought up a subject of diversification, and it went down like a lead balloon. There has been a chance to learn through this pandemic where many companies needed transfusions of public funds to keep on going. The specialization of THL CampervanCo does make it much more competitive. On the other hand, diversification can maybe hedged against extension, maybe the public won't be able to help so much in a future event, and tourism will always be discretionary spending. I can see okay that CampervanCo through vertical integration extension into something like tornado-resistant Campervan sites could become a bit less dependent on tourism. But as Tourism Holdings Limited implies the company at the moment, lives or dies on tourism. Maybe there's a capacity to learn and may be diversification will be listened to now. Something like going into used car trading in the U.S. would have synergies and on the other hand, not dependent to any great extent on tourism. So my main interest over many years with THL now is that CampervanCo is of good, solid division of a potential significant company. What my interest is now and has been for many years, as can it, get into diversification. Thank you very much.

Cathy Quinn

executive
#5

Thank you, Ken. Just a few thank you for your comments. Just on diversification, of course, we have diversity buying our business by expanding into new regions, which is part of the Apollo -- mainstream of Apollo merger. We don't have a business currently in Canada and with the Apollo merger we will and we will have a bigger business in Europe. We're not really in Europe at the moment THL does. So that gives us diversification in terms of geography. Your point about diversification more generally, we certainly have seen that as an opportunity during COVID and the pandemic. You would have seen some of our campervans, which converted to mobile [ jeva ] mini buses, they're also used for supporting our people in relation to flood victims in Australia and in New Zealand. So we certainly have looked, we see the emergency support and support to government agencies and some of the things they do is a very sensible part of the business too. And we see that -- we don't see that going away as tourism rebounds. Other questions? Adi, well just -- if you could just wait for mic.

Unknown Shareholder

shareholder
#6

My name is Farida, shareholder. You have painted a rosy picture about the COVID disappearing. But at the same time recession is coming in. I would like the board to let us know what action you will be taking to cope up with this recession? Because I don't see the tourism picking up that fast because of the volume inflation everywhere. So how do you propose to tackle that front?

Cathy Quinn

executive
#7

Thank you. I'll make some quick comments and then I may ask Grant to elaborate further. Yes, I guess what -- as I said in my opening remarks, 1 of the things we see with tourism unlike the rest many other parts of the economy. As we've gone from here, no basically no tourists, no very little tourism, very [ tueur ]. And you've seen from the early parts of the performance of the business in FY '23, fantastic performance in terms of revenue and profitability out of our business. So you say there are challenges ahead, but we think we are very well positioned compared to where we've been to deal with those. Do you have any additional comments you'd like to make Grant?

Grant Webster

executive
#8

No, I think that's exactly right. We are seeing demand into 2023 despite the pricing, despite inflation. And basically, there are 2 terms that have come alive in recent times in tourism and ones that we know is pent-up demand, and there is 2 years of pent-up demand and the second is revenge travel. So people around the world that are feeling the effects of being isolated and restrained for 2 years are keen to travel. So yes, we would acknowledge that there is a group of travelers that may not have the discretionary income to travel. But we do see long-haul travel as 1 that is in the higher wealth group, and we definitely see that there are still those people that are very resilient. I think the last thing that I'd just say without getting into the economics of the world is whilst we see unemployment at the levels that it is as low as it is, we still see people keen to travel domestically or internationally.

Cathy Quinn

executive
#9

Thank you for the question. Any other questions. If not, we'll go to questions online. Are there any questions online.

Amir Ansari

executive
#10

We've got a question from shareholder, Peter Truman. The question is, does THL have access to adequate funding to regrow the vehicle fleet as tourism recovers? Do the directors envisage that any additional share capital may be issued?

Cathy Quinn

executive
#11

Well, obviously, as part of preparing for the potential merger with Apollo, we have been -- 1 of the conditions is that we have put in place appropriate refinancing for our business in the merged business, which we are in the place -- process of finalizing. So we think that we are in a good position in relation to that. We don't have any intentions to be asking our shareholders for capital at this point. So that's -- anything additional, Nick, do you want to add?

Nicholas Judd

executive
#12

No, no, I think Grant touched on the support we've had from ANZ and Westpac, and in the scheme booklet Section 9, there are some further details on the merged entity financing structure, the referred people of view.

Cathy Quinn

executive
#13

Is there any other questions, Amir?

Amir Ansari

executive
#14

We've got a second question from Peter Truman. The question is how compelling is the proposed Apollo merger for existing THL shareholders given the vehicle divestiture required to get regulatory approval?

Cathy Quinn

executive
#15

We still see the Apollo merger as being in the best interest and positive for our shareholders. We wouldn't have proceeded with the transaction if we did not think that, that was the case. So in relation to the Apollo merger, yes, we have to divest a number of vehicles and certain sites to Apollo, but we probably would have sold down vehicles in any event, which we're now actually probably, in some ways, accelerating by having a sale to Jucy. But yes, we absolutely believe that this is still in the best interest of our shareholders. The whole strategic rationale is to have a more diversified -- geographically diversified business and make us more resilient and if we do have further tough times. So we're confident that this is in the best interest of our shareholders.

Amir Ansari

executive
#16

No further questions, Chair.

Cathy Quinn

executive
#17

Okay. Thank you. So we'll move on to the voting, just give me a minute. So if we -- we'll move to the formal items of business on the agenda. In accordance with the requirements for director rotation included in the NZX listing rules and the company's constitution. We have 1 director stepping down by rotation this year, and that is Rob Hamilton. As indicated, we are operating in a poll vote for both resolutions today. Either shareholders or -- eligible shareholders or proxies will have been given a voting card. For each resolution, you need to tick the box indicating whether you're voting for or against the resolution or abstaining. Link representatives will be here and will collect the voting cards at the end of the resolutions, prior to general business, and the votes will be counted and collated with the postal and online votes. For those attending the meeting online, you are able to cast your vote by clicking "Get Voting Card". Further instructions can be found on the online portal guide. Voting will remain open until 5 minutes after the conclusion of the meeting and the results of the vote will be announced on the ANZX website. Each resolution set out in the notice of meeting is to be considered an ordinary resolution and as such, must be approved by a simple majority of the votes cast by shareholders and target to vote in voting on the resolution. So firstly, turning to the reelection of Rob Hamilton. Rob was appointed as a Director of THL in February 2019. And appointed Chair of the Audit and Risk Committee in November 2019. The Board considers Rob to be an independent director and is unanimous in recommending that shareholders vote in favor of his reelection. I'll now invite Rob to address the meeting.

Rob Hamilton

executive
#18

Thank you, Cathy. Good afternoon, everyone, and for everyone in the room, isn't it great to be here in person. My name is Rob Hamilton. I'm standing for reelection to the Board. As Cathy said, I first joined the Board in early 2019 and was elected to the Board at the 2019 Annual Meeting. I'm currently Chair of the Audit and Risk Committee and a member of the Remuneration and Nominations Committee and the Market Disclosure Committee. In addition to being a director of THL, I'm a Director of Oceania Healthcare, Westpac NZ and most recently ANZX. I also have my own consulting business and have been working closely with Synlait Milk over the past 18 months. Prior to embarking on a governance and consulting career in early 2021, I was Chief Financial Officer at SkyCity for 6 years. And prior to that, I led the investment banking team at Jarden for 12 years where I worked with numerous clients across a range of industries, including the tourism sector and developed significant capital markets and merger and acquisition experience. As Cathy and Grant have already outlined, last few years have been rather challenging for THL. However, I believe the management team and Board have navigated these unprecedented challenges successfully and hence, THL is now in a good position to return to significant profitability in the current financial year. I'm genuinely excited about what lies ahead for THL, especially given the proposed merger with Apollo, being expected to complete at the end of this month. The merger will be transformational for THL, in particular by expanding our global footprint and enhancing our customer offer as tourism markets globally continue to recover. As a result, I believe stability and experience at Board level will be important for THL over the next few years as we proceed with the merger implementation and as THL continues to grow. Given my background and experience, I believe I can continue to serve THL effectively as a director for the next 3 years. In particular, by Capital Markets and Merger & Acquisition experience means that I have a strong focus on how we allocate our capital and on improving shareholder value. Furthermore, my broad governance and industry experience means that I can bring insights from other companies and sectors for the benefit of THL. Thank you for your consideration of me as a Director of THL. I look forward to your support and ask for your vote. Thank you.

Cathy Quinn

executive
#19

Thanks, Rob. I now propose that Robert David Hamilton, who retires by rotation and is eligible for reelection, be reelected as a Director of the company. Are there any questions for Rob from the floor? Are there any questions online for Rob.

Amir Ansari

executive
#20

No questions online.

Cathy Quinn

executive
#21

Excellent. Thank you. So as there's no further questions, we will next -- I'm going to ask you to please cast your vote on the voting card or online in relation to resolution 1. Just give you a minute to do that. [Voting]

Cathy Quinn

executive
#22

Moving to the second resolution relates to the auditor remuneration. Resolution 2 relates to the directors seeking the remuneration of our auditors, PwC as the auditor of THL and has confirmed its willingness to continue as an auditor of the company. I propose that the directors are authorized to fix the remuneration of the auditors for the ensuing year. Are there any questions from the floor on this resolution? Are there any questions online?

Amir Ansari

executive
#23

No questions here.

Cathy Quinn

executive
#24

As there are no questions, I ask that you complete your voting card and online in relation to that resolution. For those of you who are in the room, representatives of Link Market Services will now begin collecting your voting cards. For those of you online, please submit your votes online. Voting will close 5 minutes after the conclusion of the meeting. [Voting]

Cathy Quinn

executive
#25

Thank you. We'll now move to general business. Are there any other items shareholders would like to raise from the floor? Yes. Could we just wait for a mic at the front here.

Unknown Attendee

attendee
#26

A related question for Rob. In the company reporting all this new stuff is beyond me. But the ESG as a whole lump of hundreds of pages is of no interest to me. A single page on new initiatives in the area each year would be okay for me. Now as an apparent financial and reporting specialist, is it feasible to have the printed company report in 2 parts, 1 financial which I'm interested in, and 1 ESG that the touchy feely types can be interested in? And it would save a lot of paper, et cetera, et cetera. I'm 1 of the [ nuts ] that gets it printed on every year. So it would save a lot of paper and so on if the ESG could -- just be missing from my...

Cathy Quinn

executive
#27

Thank you. Rob, would you like to answer that question?

Rob Hamilton

executive
#28

Thank you, for your question. Yes, it is possible to have 2 reports. We did actually consider that for FY '22. We thought it was better to have 1 comprehensive integrated report, which covered all matters pertaining to the company. I certainly appreciate that different shareholders and different stakeholders in the business will look to the annual report for different information. I also haven't actually looked at a printed annual report for any company for some years. So while I appreciate you like to have the written copy in your hands and many people still do, I also -- I think there's a number of people out there who are comfortable with the online version. But we take on board your comments. There will be some expanded disclosures we need to make and have started to make from FY '23. We've already started to make them in FY '22, but there will be further -- particularly climate impact disclosures that we need to be making. I think that logically sits in the integrated report. But we will take on board your comments and think further.

Cathy Quinn

executive
#29

Thanks, Rob. And some of these things are also determined by regulation and so forth. So I understand your feedback. We also have shareholders who are very keen for additional ESG reporting matters, but we'll get your point. So I think we've -- we're really at the point. Is there any other general business?

Amir Ansari

executive
#30

I've just got a comment online, not a question from Peter Truman again. He'd like to commend directors and management on the outstanding job they've done navigating the impacts on the unprecedented times we have lived with over the last 2.5 years.

Cathy Quinn

executive
#31

Thanks, Peter. We appreciate it. We also very much appreciate your support as shareholders during that period. Are there any other questions from the floor? If not, I will close the meeting, I believe. There is no further means. So I will close the meeting and invite anyone in the room -- you're very welcome to stay for a cup of tea. Thank you for attending.

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