4 questions lodged at 2025 Tourism Holdings hybrid AGM

Q1. New Zealand is regarded as a governance backwater by some Australian investors for refusing to mandate annual voting on remuneration reports, which is standard in many countries. Will you commit to having a serious board discussion about the merits of following the lead of Xero and Fletcher Building and voluntarily offering shareholders a non-binding remuneration report at next year's AGM. New Zealand AGMs are largely boring events because there is so little to vote on. Last year, all you served up was the standard auditor remuneration resolution and this year it's just that plus a single director election resolution. Have any other investors requested a remuneration report vote?

Answer: Some deft tweaking from the question wrangler here and the chair Cathy Quinn responded saying they had discussed it previously and would look at it again. Amazingly, she claimed some NZ institutional investors urge them not to do a rem report with a vote. Name them, please! What sort of serious shareholder argues against a shareholder rights proposal. Watch video of exchange via Twitter.

Q2. Cathy Quinn has been on the board since 2017 and chair since 2022. Is she intending to recontest when her current term expires and does she believe the next Tourism Holdings chair is currently on the board?

Answer: The chair said she was up for election next year and nothing had been decided but there was plenty of talent on the board. Watch video of exchange via Twitter.

Q3. As the former chair of Apollo who has known Luke Trouchet for a long time, could Sophie Mitchell please comment in regard to what, if anything, she knew about Luke's intentions to team up with BGH and launch a hostile privatisation bid for the company, before it was launched. Did it surprise her and did she know he was disaffected with the current arrangements? Also, could the chair comment on why Luke hasn't resigned from the board, as opposed to taking a leave of absence?

Answer: Sophie Mitchell said she knew nothing until receiving a call from Luke on the Saturday before the bid was lodged on the Monday and the chair detailed his limited access to the information whilst stating it was up to a director to decide if they are going to resign. Watch video of exchange via Twitter.

Q4. We've appointed Jarden and Minter Ellison Rudd Watts as our respective financial and legal takeover defence advisers. Given that our chair Cathy Quinn is a former chair of Minter Ellison Rudd Watts and fellow director Rob Hamilton is a former managing director of Jardin, this all looks a bit cosy. Were these appointments put out to a competitive tender? If not, why not? How much have we spent on takeover defence so far? Also, did the twin predators vote their combined 19.9% stake in favour of Rob's re-election today?

Answer: The chair explained that both firms have been long time expert advisers to Tourism Holdings, presumably dating back to when she and Rob were those advisers. She declined to detail the spend so far, said they were being paid market rates and that the predators hadn't voted by proxy but could yet from the floor. Watch video of exchange via Twitter.

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