Apollo Tourism & Leisure : ASIC Registration and Release of Scheme Booklet

21 February 2022

Release of Scheme Booklet

onlyApollo Tourism & Leisure Ltd (ASX:ATL) ("ATL" or the "Company") is pleased to announce that the Australia Securities & Investments Commission ("ASIC") has registered the Scheme Booklet in relation to the proposed merger of ATL and Tourism Holdings Limited ("thl") by way of scheme of arrangement ("Scheme").

Scheme Booklet

The Scheme Booklet attached to this release sets out important information that ATL shareholders should consider to evaluate the Scheme. A copy of the Scheme Booklet will be despatched to shareholders on or around 24 February 2022. The Scheme Booklet will also be available on the ATL website.

useATL shareholders who have elected to receive notices electronically will receive an email containing a link to access the Scheme Booklet and instructions on how to lodge a proxy online. All other shareholders will be mailed a hardcopy Scheme Booklet and proxy form.

Scheme Meeting

As previously announced to ASX, a meeting of ATL shareholders (other than thl) to consider and if thought fit approve the Scheme ("Scheme Meeting") will be held at 10.00am (AEST) on Wednesday, 20 April 2022 at Level 29, Riverside Centre, 123

personalEagle Street, Brisbane, Queensland 4000 and also via ATL's online meeting platform at https://meetnow.global/MXDSZKR. Further information on the Scheme Meeting, including voting instructions and how to access the online meeting, is set out in the Scheme Booklet.

Given current uncertainty and to minimise health risks created by the COVID-19 pandemic, ATL strongly encourages shareholders to consider lodging a directed proxy or attending the meeting virtually, rather than attending the physical meeting in person. However, shareholders who wish to attend the physical meeting in person should note that the protocols for attendance in person at the Scheme Meeting may change at short notice in response to lockdowns or border closures that may from time to time be imposed in response to the COVID-19 global pandemic. Any change will be announced by ATL via the ASX.

Independent expert's report

The Scheme Booklet includes an independent expert's report prepared by Grant Thornton Corporate Finance Pty Ltd. The independent expert has concluded that the Scheme is fair and reasonable and in the best interests of ATL shareholders (other than thl), in the absence of a superior proposal. The independent expert's conclusions should be read in context with the full report and the Scheme Booklet.

Recommendation of the ATL directors

ForEach of the ATL directors considers the Scheme to be in the best interests of ATL shareholders (other than thl) and recommends that shareholders vote in favour of the Scheme, in each case in the absence of a superior proposal and subject to the independent expert continuing to conclude that the Scheme is in the best interests of ATL shareholders (other than thl). Subject to these same qualifications, each ATL director intends to vote, or procure the voting of, their shares in favour of the Scheme.

urther information

ATL recommends shareholders to read the Scheme Booklet in its entirety before making a decision on whether to vote in favour of the Scheme.

For further information on the Scheme and the Scheme Booklet, shareholders may also contact the ATL Shareholder Information Line on 1300 396 584 (within Australia) or [phone] (outside Australia) on Monday to Friday between 8.30am and 5.00pm (AEDT).

21 February 2022

Authorised by:

onlyLuke Trouchet

Managing Director and Chief Executive Officer Apollo Tourism & Leisure Ltd

For more information please contact:

ENDS

Investors:

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

useE: [e-mail]

W: www.apollotourism.com

About 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.

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 personalan 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 nnouncement 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.

For

For personal use only

APOLLO TOURISM & LEISURE LTD

ACN 614 714 742

Scheme Booklet

for a scheme of arrangement in relation to the proposed acquisition by thl Group (Australia) Pty. Ltd., a wholly-owned subsidiary of Tourism Holdings Rentals Limited, a foreign company registered in its original jurisdiction of New Zealand as Tourism Holdings Limited, of all of the ordinary shares in Apollo Tourism & Leisure Ltd not already owned by the Entities.

This is an important document and requires your urgent attention.

If you are in any doubt as to how to deal with this Scheme Booklet, please consult your legal, financial, taxation

or other professional adviser. If, after reading this Scheme Booklet, you have any questions, please call the ATL Shareholder Information Line on 1300 396 584 (within Australia) or [phone] (outside Australia) Monday to Friday between 8.30am and 5.00pm.

Please disregard this Scheme Booklet if you have recently sold all your ATL Shares or no longer hold any ATL Shares.

VOTE IN FAVOUR

The ATL Directors unanimously recommend that you approve the Scheme by voting in favour of the Scheme Resolution, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of ATL Voting Shareholders.

LEGAL ADVISER TO ATL	FINANCIAL ADVISER TO ATL

For personal use only

For personal use only

Important Notices

Nature of this booklet

This Scheme Booklet is important. ATL Voting Shareholders should carefully read this Scheme Booklet in its entirety before making a decision on how to vote on the Scheme.

The purpose of this Scheme Booklet is to explain the terms of the Scheme, the manner in which the Scheme will be considered and implemented

(if all of the conditions to the relevant Scheme are satisfied or (if permitted) waived) and to provide such information as is prescribed or otherwise material for ATL Voting Shareholders when deciding how to vote on the Scheme. This document includes the explanatory statement required by section 412(1) of the Corporations Act in relation to the Scheme.

This Scheme Booklet is not a disclosure document required by Chapter 6D or Part 7.9 of the Corporations Act. Section 708(17) of the Corporations Act provides that an offer of securities does not require disclosure to investors if it is made under a compromise or arrangement under Part 5.1 of the Corporations Act and approved at a meeting held as a result of an order under section 411(1) or (1A) of the Corporations Act.

If you have sold all your ATL Shares or no longer hold any ATL Shares, please disregard this Scheme Booklet.

Responsibility for information

ATL has been solely responsible for preparing the ATL Information. The information concerning ATL and the intentions, views and opinions of ATL and the ATL Directors contained in this Scheme Booklet has been prepared by ATL and is the responsibility of ATL. None of thl, its Related Bodies Corporate or their respective directors, officers, employees or advisers has verified any of the ATL Information, and none of them assumes any responsibility for the accuracy or completeness of any of the

ATL information.

thl has been solely responsible for preparing the thl Information. The information concerning thl and the intentions, views and opinions of thl contained in this Scheme Booklet, has been prepared by thl and is the responsibility of thl. None of ATL, its Related Bodies Corporate, or their respective directors, officers, employees or advisers has verified any of the thl Information, and none of them assumes any responsibility for the accuracy or completeness of any of the thl Information.

The Independent Expert, Grant Thornton Corporate Finance Pty Ltd, has prepared the Independent Expert's Report and takes responsibility for that report. None of ATL, thl or their respective Related Bodies Corporate, or any of their respective directors, officers, employees or advisers takes any responsibility for the Independent Expert's Report. The Independent Expert's Report is set out in Annexure A.

The Investigating Accountant, BDO Audit Pty Ltd, has prepared the Independent Limited Assurance Report and takes responsibility for that report. None of ATL, thl or their respective Related Bodies Corporate, or any of their respective directors, officers, employees or advisers takes any responsibility for the Independent Limited Assurance Report. The Independent Limited Assurance Report is contained in Annexure B.

Regulatory information and role of ASIC and ASX

This document includes the explanatory statement for the Scheme between ATL and the Scheme Shareholders for the purposes of section 412(1) of the Corporations Act. A copy of the Scheme is included in this Scheme Booklet as Annexure D.

A draft of this Scheme Booklet has been provided to ASIC in accordance with section 411(2) of the Corporations Act. It was then registered by ASIC under section 412(6) of the Corporations Act before being sent to ATL Voting Shareholders.

ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that it has no objection to the Scheme. ASIC's policy in relation to statements under section 411(17)(b) of the Corporations Act is that it will not provide such a statement until the Second Court Hearing. This is because ASIC will not be in a position to advise the Court until it has had an opportunity to observe the entire process of the Scheme.

If ASIC provides that statement, it will be produced to the Court at the Second Court Hearing. Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme Booklet.

A draft of this Scheme Booklet has also been provided to ASX for its review in accordance with the Listing Rules. Neither ASX nor any of its officers takes any responsibility for the contents of this

Scheme Booklet.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET

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