Air New Zealand/Announcement
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Issue of Restricted Share Rights

Other6 December 2017AIRIndustrials

A S AR ALLIANCL 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

SUBJECT

In 2016 Air New Zealand Limited (the Company) adopted a Chief Executive Officer Restricted

Share Rights Plan (Plan).

The Company advises that it has made a grant of 216,954 restricted share rights under the

plan to Christopher Luxon. These restricted share rights were issued on 30 November 2017.

Each restricted share right issued under the Plan gives the holder the right to receive one fully

paid ordinary share in the Company, subject to the holder remaining employed by theCompany on the vesting date. The vesting date for this issue of restricted share rights is31 December 2018 for 86,782 of the rights and 31 December 2019 for the balance (130,172)of the rights.

When considering whether to issue restricted share rights under the Plan in respect of afinancial year, the Board will assess the Chief Executive Officer's performance against the

individual objectives set for that financial year. Future issues of restricted share rights will be

considered on an annual basis. The Plan is expected to continue through to the financial yearending 30 June 2020.

ISSUE OF RESTRICTED SHARE RIGHTS

^.^

AIR NEW ZEALAND ^'~

VIA NZ MAP

VIA Asx

ON LIN E

One

DAT E

7 December 2017

Air New Zealand Limited, 785 Fanshawe Street, AUGkland

Private Bag 92007 Telephone +64-9-3362974 Facsimile +64-9-3362667

---

NEW Is S LIE ANN 01.1N C EMENT,
APPLICATION FOR QUOTATION OF

ADDITIONAL SEC 1.1RITIE S

AND AGREEMENT

APPENDIX 3B

fillbr", orion or docume"!s not ami/able now mus! be given 10'sXus soon OS drollob/e. 1,116r", orion rind

documents given 10 AsXbecome AsX's property und may be modepub/IC

Introduced 1796. Origin: Appendix 5. Amended 1798.1999.172000.3092001.1132002. I 12003Name of entity

ER NEW ZEALAND LIMITED

ABN

70000 312685

We (the entity) give AsX the following infonnation.

PART I

you innsi con, PIe!e Ihe relevon! sec!lolls folioch sheeis dinere is nor enoi, gh spoce)

ALL ISSUES

'Class of 'securities issued or to be

issued

Number of 'securities issued or to

be issued (if known) or maximum

number which may be issued

Principal ternis of the securities

(eg, if options, exercise price and

Restricted Share Rights under Air New Zealand

expiry date; if partly paid

CEO Restricted Share Rights Plan issued for nil

securities, the amount outstanding

consideration. Restricted Share Rights will

and due dates for payment; if

the convert to shares on the dates set out in the rules

convertible

securities,

and dates for

of the Air New Zealand CEO Resincted Share

conversion price

conversion)

Rights Plan, being 86,782 on 31 December 2018

and 130,172 on 31 December 2019, provided theCEO remains in the role of CEO at these dates.

Restricted Share Rights to acquire Ordinary

Shares

216,954 Restricted Share Rights under Air NewZealand CEO Restricted Share Rights Plan

+ See chop!er 19 for defined refms

Appendix 3B Page I

Do the securities rank equally in all The Ordinary Shares issued on vesting of therespects from the date of allotment
Restricted Share Rights will rank equally with

with an existing class of quoted

existing Ordinary Shares on issue.

securities?

If the additional securities do not

rank 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

rank equally, other than in

relation to the next dividend,

distribution or interest payment

Issue price or considerationPurpose of the issue

(If issued as consideration for theacquisition of assets, clearly identifythose assets)

NIL

Dates of entering securities intouricertificated holdings or despatchof certificates

Resincted Share Rights under the Air New

Zealand CEO Resincted Share Rights Plan.

Number and class of all

quoted

Asx

securities

on

Uric/uding the securities in clause2 if applicable)

30 November 2017

Number

1,122,775,861

34,183

I, 122,81 0,044

Class

Ordinary Shares quoted

Plus Treasury StockTotal Securities

+ See chap!er 19 for defined rerms

Appendix 38 Page 2

Number and class of all
securities not quoted on AsX

Uriclud^^g the securities in clause2 if applicable)

Number

415,735

12,529,494

Class

Kiwi Share

Dividend policy (in the case of a Refer to Distribution Policy on Company Web sitetrust, distribution policy) on the

increased capital (interests)

Options under the Air

New Zealand Long Terni

incentive Plan

876,669

Perfonnance Rightsunder the Air NewZealand Long Tenri

incentive PerfonnanceRights PlanRestricted Share Rightsunder the Air NewZealand CEO Resincted

Share Rights Plan

+ See chop!er 19 for defined rerms

Appendix 38 Page 3

PART 2
11

Is security

required?

BONUS ISSUE OR PRO RATA ISSUE

Is the issue renounceable or non-renounceable?

holder

Ratio in which the securities will N/Abe offered

14

approval N/A

Class of securities to which the N/A

offer relates

15

Record date

entitlements

N/A

Will holdings on different registers

(or subregisters) be aggregated for

calculating entitlements?

to

Policy for deciding entitlements in N/A

relation to fractions

determine

Names of countries in which the

entity has security holders who

will not be sent new issue

documents

Note: Security 1101ders In us I be told now tileir

entitlements are 10 be dealt willI

Cross reference: rule 77

N/AN/A

19

Closing date for receiptacceptances or renunciations

N/A

of N/A

+ See chap!er 19 for defined Ierms

Appendix 3B Page 4

20
Names of any undervriters

21

Amount of any underuriting fee or N/A

22

cornmission

Names of any brokers to the issue

Fee or commission payable to the N/Abroker to the issue

N/A

Amount of any handling feepayable to brokers who lodge

acceptances or renunciations onbehalf of security holders

If the issue is contingent on N/A

security holders' approval, the date

of the meetingDate entitlement and acceptance N/A

form and prospectus or Product

Disclosure Statement will be sent topersons entitled

If the entity has issued options, and N/Athe ternis entitle option holders to

participate on exercise, the date on

which notices will be sent to optionholders

NA

N/A

28

Date rights trading will begin Of N/A

applicable)Date rights trading will end Of N/A

applicable)

29

30

How do security holders sell their N/A

entitlements in fill through abroker?

31

How do security holders sell port N A

of their entitlements through abroker and accept for the balance?

+ See chap!er 19 for defined rerms

Appendix 38 Page 5

32
How do security holders dispose N/A

of their entitlements (except by sale

through a broker)?

Despatch date

33

PART 3 - QUOTATION OF SECURITIES

you need only coinple!e Ihis sec!ton ryou are OPPlying/by quoio!ion of securi'!I^s

Type of securities

34

(t^^k one)

Securities described in Part I (Ordinary Shares only)

(a)

.

.

N/A

(b)

ENTITIES THAT HAVE TICKED Box 34(A)

All other securities

Example: restricted securities at the end of tile escrowed period. partly paid securities Inai beeoine fully paid. employee

incentive snare securities when restriction ends. securities issued on expiry or conversion of convertible securities

ADDITIONAL SECURITIES FORMING A NEW CLASS OF

SECURITIES

nck to inched!e yo!, ore providing 1/1e i, !!bin, o110/1 or

docu", en!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 - 100,000100,001 and over

A copy of any trust deed for the additional securities

37

.

+ See chop!er 19 for defined refms

Appendix 3B Page 6

ENTITIES THAT HAVE TICKED Box 34(B)
38

Number of securities for which

quotation is sought

39

Class of securitiesquotation is soughtDo the securities rank equally in allrespects from the date of allotmentwith an existing class of quoted

securities?

for which

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

rank equally, other than inrelation to the next dividend,

distribution or interest payment

Reason for request for quotationnow

Example: In the case of restricted securities. end of

restriction period

(if issued upon conversion ofanother security, clearly identify that

other security)

Number and class of all securities

quoted on AsX (litc/udrng the

securities in clause 38)

Number

Class

+ See choprer 19 for defined Ierms

Appendix 3B Page 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 Inay need to obtain appropriate warranties from subscribers for the securities in order 10 be able to give

this 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 confinnation 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 rerms

Appendix 3B Page 8

We will in dellmify AsX to the fullest extent pennitted by law in respect of any
claim, action or expense arising from or connected with any breach of the warrantiesin this agreement.

We give AsX the infonnation and documents required by this form. If any

information 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 wa ant that t ey are ( '11 be) true and complete.

Date: ... 7 December 2017

Sign here:

Print name: Karen Clayton

(Company secret

I I 2003

+ See chop!er 19 for defined Ierms

Appendix 38 Page 9

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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