Issue of Performance Rights

A STAR ALLIANCE MEMBER v >'
To
CC
Listed Company RelationsNZSX Market
FROM
Company Announcements Office
Australian Stock EXchange
NUMBER OF PAGES INCLUDING COVER SHEET
Liz Lawless
Cor orate Le al Services
S U B J E CT
In 2015, Air New Zealand Limited (AIR) (the Company) adopted a new Long Term Incentive
Performance Rights Plan (the Plan).
The Company advises that it has issued 3,096,055 performance rights for no consideration tothe Chief Executive Officer and selected executives under the Plan. The performance rightswere issued on 30 November 2017 as approved by the directors of the Company on
23 November 2017.
ISSUE OF PERFORMANCE RIGHTS
The performance rights issued under the Plan give participants the right to receive ordinary
shares in the Company subject to certain vesting conditions being met on or after
9 September 2020. The vesting of performance rights are subject to the Company's share
price outperforming a comparison index made up 50:50 between the NZX All Index and theBloomberg World Airline Index over a three year measurement period from the date of issue.
In particular:
(a) 50% of performance rights will vest if the Company's share price has matched the index
over the measurement period; and
(b) for each I% the share price outperforms the index, a further 2.59', of performance rights
will vest until reaching the maximum 100%.
If the share price does not match the index on the third anniversary of the issue date, there will
be a further six-month opportunity for the performance rights to vest.
In connection with the issue, the Company advises the following details:
^.,
AIR NEW ZEALAND ^'~'
VIA NZ MAPVIA AsX
ONLINE
Two
DATE
7 December 2017
Issue under Air New Zealand Long Term Incentive Performance Rights Plan
Air New Zealand Limited announces that it has issued 5,961,948 Performance Rights pursuantto Air New Zealand's Long Term Incentive Performance Rights Plan.
In connection with the issue, Air New Zealand advises the following details:
(a) Class of security and ISIN: Perlormance Rights- ISIN: N/A(b) Number of Performance
Rights issued:
(c) Issue Price:(d) Payment in cash:
(e) Amount paid up:
3,096,055
NIL
NILN/A

(f)
Percentage of total
class of securities:
Reason for issue:
(g)(h)(i)
Specific authority for issue:
Terms or details of issue:
O)
Total number of securities ofthe class after issue:Treasury Stock:
Date of issue:
(k)
(1)
25% (of Performance Rights on issue)
Issued under the Air New Zealand Long TermIncentive Performance Rights Plan
Directors' Resolution
Issued under the Air New Zealand Long TermIncentive Performance Rights Plan
12,529,494 (Pertormance Rights)
Not applicable
30 November 2017 (Grant Date: 9 September 2017,
Vesting Date 9 September 2020)

---

NE W Is SUE ANN o1.1N C E MENT,
APPLICATION FOR QUOTATION OF
AD DITIONAL S E CLIRITIE S
AND AGREEMENT
APPENDIX 3B
fly0^111n!ion o1' dociiiiieiiis 1101 duni/rib/e 110 11,11/1/31 be gi'\'eii 10 AsX ns soon (Is dini/rib/e. 1/1/6111inii'o11 n"d
docii, lienis gi'\, eii to AsX be collie AsX 's PI'opei'ty rilld InnJ, be 111nde PIibhc
InI'Dduced 1/7/96 Origin: Appendix 5 Amended 1:7, '98,119;99,117,2000.30,92001.11,312002.111i2003
Name of entity
Am NEW ZEALAND LIMITED
ABN
70 000 312685
We (the entity) give AsX the following infonnation.
PART I
yoii 11/11s! conip/eie !he I'e/evnii! seci!'oils (rillnc/I SIIeeis illhe!'e is 1101 eiioiig/I spnce)
ALL ISSUES
'Class of 'securities issued or to be
issued
,
Number of 'securities issued or to
be issued (if known) or maximumnumber which nTay be issued
3
Principal ternis of the ~securities
(eg, if options, exercise price andexpiry date; if partly paid'securities, the amount outstanding
and due dates for payment; if
'convertible
the
securities,
and dates for
conversion price
Performance Rights to acquire Ordinary Shares
con\, ersion)
3,096,055 Performance Rights under Air New
Zealand Long Tenri Incentive Performance RightsPlan
Perfonnance Rights under Air NZ Long Terniincentive Perfonnance Rights Plan issued for nil
consideration. Perfomiance Riglits will convert to
shares on the third anniversary of the grant date(9 September 2017) applying the fonnula
contained in the Air New Zealand Long Termincentive Perfonnance Rights Plan Rules. Final
date for exercise is six months after the thirdaimiversaiy of tlie grant date
+ See chnp!ei' 19101' deftiied Ie, 'His
Append!'x 38 Pnge I

Do the securities rank equally in all The Ordinary Shares issued on vesting of therespects from the date of allotment
Perfonnance Rights will rank equally with
with an existing class of quoted
existing Ordinary Shares on issue.
securities?
If the additional securities do notrank equally, please state:
. the date from which they do. the extent to which they
participate for the next dividend,
of a trust,
(in the
distribution) or interest payment
. the extent to which they do not
rank equally, other than inrelation to the next dividend,
distribution or interest payment
case
Issue price or consideration
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identifythose assets)
NIL
Dates of entering securities into
uricertificated holdings or despatch
of certificates
Perfonnance Rights under the Air New Zealand
Long Tenri incentive Performance Rights Plan.
Number and class of all
securities quoted
Asx
on
(includ^^g the securities in clause
2 if applicable)
30 November 2017
Number
1,122,775,861
34,183
1,122,810,044
Class
Ordinary Shares quoted
Plus Treasury StockTotal Securities
+ See chop!er 19 for defined refms
Appendix 3B Page 2

9
Number and ~class of all
'securities not quoted on AsX
017c/udi, Ig the securities in clause
2 if applicable)
Number
415,735
10
12,529,494
'Class
Dividend policy (in the case of a
trust, distribution policy) on theincreased capital (interests)
Kiwi Share
Options under the Air
New Zealand Long Tenri
incentive Plan
876,669
Perfonnance Rightsunder the Air NewZealand Long Term
incentive PerfonnanceRights Plan
Restricted Share Rights
under the Air NewZealand CEO Resincted
Share Rights Plan
Refer to Distribution Policy on Company Web site
+ See chnpiei' 19 for deniied lei. !IIS
,ppendi'\ 38 Pdge 3

PART 2
11
Is security
required?
BONUS ISSUE OR PRO RATA ISSUE
12
Is the issue renounceable or non-renounceable?
13
holder
Ratio in which the ~securities will
be offered
14
approval
'Class of 'securities to whiclT the
offer relates
15
N/A
*Record date
entitlements
16
N/A
Will IToldings on different registers
(or subregisters) be aggregated for
calculating entitlements?
Policy for deciding entitlements inrelation 10 fractions
17
N/A
to
determine
18
N/A
Names of countries in whicli the
entity has 'security 1101dcrs who
will not be seiji
new Issue
documents
Noie: Securiiy 1101dcrs must be 101d 110\v 111.1r
entitleineiiis are 10 be deali willICross reference: rule 77
N/AN/A
19
Closing date for receiptacceptances or renunciations
N/AN/A
of
N/A
+ See chnp!ei' 19 101' delliied felliis
Appendix 38 Pnge 4

20
Names of any undervriters
21
Amount of any underwriting fee or
22
corninission
Names of any brokers to the issue
23
Fee or commission payable to thebroker to the issue
24
N/A
Amount of any handling feepayable to brokers who lodge
acceptances or renunciations on
behalf of ~security holders
N/A
25
If the
contingent
Issue Is
~security holders' approval, the date
of the meeting
N/A
26
Date entitlement and acceptance
form and prospectus or ProductDisclosure Statement will be sent topersons entitled
If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhiclT notices will be sent to option
holders
N/A
27
N/A
on
N/A
28
Date rights trading will begin (if
applicable)
Date rights trading will end (if
applicable)
29
N/A
30
N/A
How do 'security holders sell their
entitlements I'll ,11/11 tlitough a
broker?
31
How do 'security holders sell pni'I
of their entitlements through a
broker and accept for the balance?
N/A
N/AN/A
N/A
+ See chnpiei' 19101' dell'lied lei'!, Is
Appendix 3B Pnge 5

32
How do 'security holders dispose
of their entitlements (except by salethrough a broker)?'Despatch date
33
PART 3
QUOTATION OF SECURITIES
full need only collip/eie Ihis sec!10/1 ifyoii ni'e ripplyiJig/br qi!old!10/1 qfsec!!rillts
Type of securities
34
(flit one)
Securities described in Part I (Ordinary Shares only)
N/A
(a)
.
.
N/A
(b)
ENTITIES THAT HAVE TICKED Box 34(A)
All other securities
Exaiiiple' restricted securities at 111e end of 111e escrowed period. partly paid securiiies Inni bccoine fully paid. employee
incentive SIIare securiiies when restriction ends. securities Issued o11 expiry or conversion or convertible securities
ADDITIONAL SECURITIES FORMING A NEW CLASS OF
SECURITIESnck 10 illdrcn!e j, o11 (11'e plan, I'd^^Ig Ihe 1'110iiii, If!'o11 o1'
docuiiieii!s
35
..
36
If the 'securities are 'equity securities, the names of the 20 largest holders of theadditional 'securities, and the number and percentage of additional 'securities held bythose holdersIf the 'securities are 'equity securities, a distribution schedule of the additional'securities setting out the number of holders in the categories
I - 1,0001,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37
A copy of any trust deed for the additional 'securities
+ See chnp!e!' 19101' defined lei'Ills
appendix 3B Puge 6

ENTITIES THAT HAVE TICKED Box 34(B)
38
Number of securities for which
~quotation is sought
39
Class of ~securities for whichquotation is sought
40
Do the ~securities rank equally in allrespects from the date of allotmentwith an existing ~class of quoted
~securities?If the additional securities do notrank equally, please state:
. the date from which they do. the extent to which they
participate for the next dividend,
of a trust,
(in the
case
distribution) or interest payment
. the extent to which they do not
Tank equally, other than in
relation to the next dividend,
distribution or interest payment
41
Reason for request for quotationnow
Example: In 111e case of restricted securities. end ofresiriciion period
(if issued upon conversion ofanother security, clearly identify thatother security)
42
Number and 'class of all 'securities
quoted
AsX (Ihc/11thJig the
securities in clause 38)
on
Nuinber
'Class
+ See chop!er 19101' dell'lied lei'!IIS
JPpendix 38 Pnge 7

QUOTATION AGREEMENT
Quotation of our additional securities is in AsX's absolute discretion. AsX may
quote the securities on any conditions it decides.We warrant the following to AsX.
The issue of the securities to be quoted complies with the law and is not for
an illegal purpose.
There is no reason why those securities should not be granted quotation.All offer of the securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 10/2C(6) of theCorporations Act.
Note: An entity may need to obtain appropriate warranties horn subscribers for tile securities in order to be able to give
111is warranty
Section 724 or section 10/6E of the Corporations Act does not apply to any
applications received by us in relation to any securities to be quoted and
that no-one has any right to return any securities to be quoted under
sections 737,738 or 10/6F of the Corporations Act at the time that we
request that the securities be quoted.We warrant that if confirmation is required under section I0 17F of the
Corporations Act in relation to the securities to be quoted, it has been
provided at the time that we request that the securities be quoted.
If we are a trust, we warrant that no person has the right to return the
securities to be quoted under section 10/9B of the Corporations Act at the
time that we request that the securities be quoted.
I I 2003
+ See chopier 19 for defined relms
Appendix 38 Page 8

We will indellmify AsX to the fullest extent permitted by law in respect of anyclaim, action or expense arising from or connected with any breach of the warranties
in this agreement.
We give AsX the infonnation and documents required by this fomi. If any
infonnation or document not available now, will give it to AsX before quotation of
the securities begins. We acknowledge that AsX is relying on the infonnation and
documents. We warrant that they are (will be) true and complete.
Sign here:
Date : ... 7 December 2017
Print name: Karen Clayton
(Company secretary)
I I 2003
+ See chtip!er 19 for defined refms
Appendix 3B Poge 9