Air NZ 2018 Notice of Annual Meeting and Voting Form

NOTICE
OF
ANNUAL MEETING
2018
The Piano
156 Armagh Street, Christchurch
Commencing at 2:00pm
Wednesday 26 September 2018

NOTICE OF MEETING
Notice is given that the Annual Meeting of Air New Zealand
Limited (the “Company”) will be held at:
The Piano
156 Armagh Street, Christchurch
on Wednesday 26 September 2018
commencing at 2:00pm.
*For map please see page opposite.
Business
Chairman’s Address
Chief Executive Officer’s Review
Item 1: TO RE-ELECT Antony Carter
In accordance with Clause 24.10 of the Constitution, Antony Carter
retires by rotation and, being eligible, stands for re-election.
(See Explanatory Notes for profile)
Item 2: TO RE-ELECT Robert Jager
In accordance with Clause 24.10 of the Constitution, Rob Jager
retires by rotation and, being eligible, stands for re-election.
(See Explanatory Notes for profile)
By Order of the Board
Karen Clayton
General Counsel and Company Secretary
Auckland, New Zealand
28 August 2018
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2018AIR NEW ZEALAND GROUP
ARMAGH ST
GLOUCESTER ST
CATHEDRAL SQUARE
CATHEDRAL SQUARE
CHRISTCHURCH
CATHEDR AL
TR AMWAY LN
WORCESTER ST
COLOMBO ST
MANCHESTER ST
CAMBRIDGE TCE
OXFORD TCE
OXFORD TCE
CAMBRIDGE TCE
KILMORE ST
MANCHESTER ST
TR AMWAY LN
MANCHESTER ST
AVON RIVER
The Piano
156 Armagh
Street
LOCATION MAP
ARMAGH ST

Ordinary resolutions
Each resolution is to be considered as a separate ordinary resolution. To be
passed, each of these resolutions requires the approval of a simple majority of
the votes cast by the holders of the Ordinary Shares entitled to vote and voting.
Virtual Annual Meeting
Shareholders and proxy holders entitled to attend and vote at the Meeting
will be able to attend the Meeting in person, or participate in the Meeting
virtually via an online platform provided by Air New Zealand’s share registrar,
Link Market Services at airnewzealand.co.nz/annual-meeting.
Shareholders attending and participating in the Meeting virtually via the
online platform will be able to vote and ask questions during the Meeting.
More information regarding virtual attendance at the Meeting is available in
the Virtual Annual Meeting Online Portal Guide available on our website
(airnewzealand.co.nz/annual-meeting).
Shareholder questions prior to the Meeting
Shareholders present at the Annual Meeting will have the opportunity to ask
questions during the meeting. If you cannot attend the Annual Meeting but
would like to ask a question you can submit a question by completing the
Question section on the Proxy / Postal Voting Form and returning to Link
Market Services in the reply paid envelope enclosed, or online by going to:
vote.linkmarketservices.com/AIR. After completing the online validation
process choose ‘Questions’. Questions will need to be submitted by 2: 00pm
on Monday 24 September 2018.
The Company’s External Auditor, Deloitte will be available at our Annual
Shareholder Meeting to answer questions from Shareholders relevant to the
External Audit.
PROCEDURAL NOTES
(CONTINUED)
Persons entitled to vote
The persons who will be entitled to vote at the Meeting are those persons
(or their proxies or representatives) registered as holding Ordinary Shares
(other than the Kiwi Share) on Air New Zealand’s share register at 5: 00pm
on Monday 24 September 2018.
Proxies and Corporate Representatives
Shareholders entitled to attend and vote at the Meeting may appoint a proxy
or (in the case of a corporate shareholder) representative to attend and vote
on their behalf. A proxy need not be a shareholder of the Company. You may,
if you wish, appoint ‘The Chairman of the Meeting’ as your proxy by filling in the
proxy form to that effect. A Proxy and Postal Voting form, with which you can
appoint a proxy, is enclosed with this Notice of Meeting.
Shareholders attending the Annual Meeting will be able to vote using an app
on their smartphones in addition to voting by ballot. Details of how you can do
this will be provided at the Annual Meeting.
Postal voting
Shareholders entitled to attend and vote at the Meeting may cast a Postal Vote
instead of attending in person or appointing a Proxy to attend. The General
Counsel and Company Secretary has been authorised by the Board to receive
and count postal votes at the Meeting. A Proxy and Postal Voting form, with
which you can cast a postal vote, is enclosed with this Notice of Meeting.
Proxy and Postal Voting forms must be received at the office of the Company’s
share registrar, Link Market Services Limited, by 2: 00pm on Monday
24 September 2018. Please see the front page of the Proxy/Postal Voting
form on how to return your proxy or postal vote.
Online proxy and postal voting
Shareholders can elect to lodge their proxy appointment or postal vote online.
You will need to go to the website of our share registrar, Link Market Services:
vote.linkmarketservices.com/AIR
Holders on the New Zealand register will be required to enter their CSN/Holder
number and FIN and follow the instructions from there.
Holders on the Australian register will be required to enter their Holder number
and postcode and follow the instructions from there.
The Kiwi Share is a single share conferring special rights on the Crown as Kiwi Shareholder. It is quite distinct from
the Ordinary Shares held by the Crown which may be voted in the same manner as other Ordinary Shares.
PROCEDURAL NOTES
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2018AIR NEW ZEALAND GROUP

EXPLANATORY NOTESEXPLANATORY NOTES
(CONTINUED)
Election of Directors (items 1 and 2)

The Constitution requires that one third of the directors (or the number nearest
to one-third) must retire by rotation at each annual meeting.
The Board has determined that both directors seeking re-election are
Independent Directors as defined in the NZX Main Board Listing Rules.
Item 1: RE-ELECTION of Antony Carter
Antony Carter
BE (Hons), ME, MPhil
Appointed 1 December 2010.
Last elected 7 October 2015.
Mr Carter is Chairman of Fisher & Paykel Healthcare Limited, a director
of Fletcher Building Limited and ANZ Bank New Zealand Limited and
Independent Chairman of Blues LLP.
He attended the University of Canterbury where he studied chemical
engineering, graduating with a Bachelor in Engineering with honours and a
Masters in Engineering in 1980. He then went on to study at Loughborough
University of Technology in the United Kingdom and graduated in 1982 with
a Master of Philosophy degree.
Mr Carter worked for his family company, Carter Group Limited, in
Christchurch until 1986 when he purchased a Mitre 10 hardware store,
also eventually serving as a director of Mitre 10 New Zealand Limited and
becoming Chairman of Mitre 10 New Zealand Limited in 1993.
In 1994 Mr Carter was appointed General Manager and Chief Executive
designate of Foodstuffs (South Island) Limited. In 1995 he was appointed
Chief Executive of Foodstuffs (South Island) Limited and in 2001 was
appointed Managing Director of Foodstuffs (Auckland) Limited and Managing
Director of Foodstuffs (New Zealand) Limited, until he retired in December
2010. The Foodstuffs Group is New Zealand’s largest retail organisation.
Mr Carter has been Chairman of Air New Zealand since 2013. He has advised
he will retire from this role following the 2019 Annual Shareholder Meeting.
Item 2: RE-ELECTION of Robert Jager
Rob Jager
ONZM, BE (Hons), MBA
Appointed 1 April 2013.
Last elected 7 October 2015.
Mr Jager is Chairman of the Shell Companies in New Zealand and VPNZ and
General Manager of Shell Taranaki Limited.
Mr Jager’s career in Shell spans more than 40 years, both in New Zealand
and overseas, and in roles ranging from engineering, governance to project
and general management. He joined Shell in New Zealand in 1978 as an
engineering cadet, completing his Bachelor of Engineering degree with 1st
Class Honours and later gaining an MBA with Distinction. He has held his
current roles in New Zealand since October 2005.
Mr Jager is well known for his health and safety leadership in New Zealand
and was recognised for his commitment to safety nationally when he
chaired an independent Government taskforce on workplace health and
safety in 2012.
Mr Jager is a director and past chair of the Petroleum Exploration and
Production Association of New Zealand (PEPANZ), and an advisor to a major
conservation project working towards the ecological restoration of New
Zealand’s iconic Mount Taranaki. In addition, he is on the board of Sustainable
Seas which is responsible for approving large scale research and business
planning as part of the National Science Challenge.
In 2013, Mr Jager received the Energy Executive of the Year Award at
the New Zealand Deloitte Energy Excellence Awards for his “standout
performance in the New Zealand energy sector”. He was elected a fellow
of the Institute of Professional Engineers in 2015 for his contribution to the
advancement of engineering practice and leadership in the profession, and
recognised with a Safeguard Life-time Achievement Award in 2017. Mr Jager
was appointed an Officer of New Zealand Order of Merit (ONZM) in 2018 for
his services to Business and Health and Safety.
Mr Jager chairs the Board’s Health, Safety and Security Committee.
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2018AIR NEW ZEALAND GROUP

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AIR NEW ZEALAND LIMITED ANNUAL MEETING
ADMISSION CARD AND PROXY OR POSTAL VOTING FORM
The Air New Zealand Annual Meeting will be held on Wednesday 26 September 2018, commencing at 2: 00pm.
Attending the Meeting
1. If you propose to attend the meeting please bring this
Admission Card/Proxy/Voting Form intact to the
meeting as the barcode will assist in your registration.
2. If you propose not to attend the meeting but wish to
vote by postal vote or, appoint a proxy please complete
and post this form or complete either process online.
Please do not appoint a proxy if you are voting by
Postal Vote. Please read the instructions overleaf
before completing this form.
3. The persons who will be entitled to vote at the
Meeting are those persons (or their proxies or
representatives) registered as holding Ordinary Shares
on Air New Zealand’s share register at 5: 00pm on
Monday 24 September 2018.
Postal Vote
4. As a shareholder entitled to vote at the Annual
Meeting you are entitled to vote by postal vote.
The General Counsel and Company Secretary has
been authorised by the Board to receive and count
postal votes at the Meeting.
5. You can cast your postal vote online in accordance
with the instructions above.
6. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to
have abstained from voting on that resolution.
7. If you complete the postal vote section and also
appoint a proxy your postal vote will take priority over
your proxy appointment.
Proxy Appointment
8. A shareholder entitled to attend and vote at the
Annual Meeting is entitled to appoint a proxy or, in
the case of a corporate shareholder, a representative
to attend and vote instead of him/her and that proxy
or representative need not also be a shareholder.
A proxy appointment may be delivered or completed
online as detailed above.
9. If this Proxy has been signed under a power of
attorney, a copy of the power of attorney and a signed
certificate of non-revocation of the power of attorney
must be produced with this Proxy (this cannot be
done online).
10. If you wish, you may appoint the Chairman of the
Meeting as your proxy. To do so, please write ‘Chairman
of the Meeting’ in the box marked ‘full name of proxy’.
The Chairman will vote according to your instructions.
If the Chairman is not instructed how to vote he will
vote in favour of resolutions 1 and 2.
11. If you return this form without directing the proxy how
to vote on any particular resolution, you will be deemed
to have given your proxy discretion as to whether and
how to vote on that resolution.
General
12. For your postal vote or proxy appointment to be valid
you must return this form completed and signed to be
received by our share registrar, Link Market Services,
no later than 2: 00pm on Monday 24 September 2018.
Instructions on how to return this form, or how to vote
online are noted in the section above.
13. If you intend to attend the Meeting and vote please
bring this form intact to the meeting as your admission
card and voting paper. Shareholders attending the
Annual Meeting will be able to vote using an app on
their smartphones in addition to voting by ballot.
Details of how you can do this will be provided at the
Annual Meeting.
If you have any questions regarding your voting please call
Link Market Services Investor Helpline between 8: 00am
and 5:30pm on: +64 9 375 5998
Go online to vote.linkmarketservices.com/AIR to vote,
appoint a proxy, give directions to your proxy.
OR, turn over to complete the form.
Lodge your Proxy/Postal vote
Online: vote.linkmarketservices.com/AIR
Email: meetings@linkmarketservices.com
(Please use ‘AirNZ Proxy Form’ as the
subject for easy identification)
Fax: +64 375 5990
Mail: (in New Zealand): Use the enclosed
reply paid envelope
(outside New Zealand): Use a
pre-addressed envelope and affix
the postage required or address to:
Link Market Services PO Box 91976,
Auckland 1142, New Zealand
By hand: Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
New Zealand
General enquiries:
+64 9 375 5998 or email:
enquiries@linkmarketservices.com

Postal Voting Form (To use if you will not attend the meeting and are not submitting your postal vote online)

I wish to vote by postal vote (please tick the box). My voting intentions are indicated in the resolutions section below.

Appointment of a Proxy (For use if you will not attend the meeting but wish someone to represent you and vote on your behalf at the meeting)
I/We the above named shareholder/shareholders of
Air New Zealand Limited hereby appoint:



(full name of proxy)

of



(email)
Or failing that person
(full name of proxy)
of
(email)
as my/our proxy to vote for me/us on my/our behalf as directed below and on any other matter to be put to the Annual Shareholder Meeting of Air New Zealand
Limited to be held on Wednesday 26 September 2018 at 2: 00pm and at any adjournment or postponement thereof.
RESOLUTIONS (for postal and proxy voting). Tick only ONE box in respect of each resolution.
Cast a Postal Vote, or instruct a proxy to vote, by placing a tick (✔) in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on
the resolution, please mark the box ‘Proxy’s Discretion’
Proxy’s discretion is not applicable in the case of a postal vote.
FORAGAINSTABSTAINPROXY’S
DISCRETION
1. To re-elect Antony Carter as a director

2. To re-elect Robert Jager as a director

SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting but would
like to ask a question you can submit a question by filling in the section below and returning to Link Market Services in the reply paid envelope enclosed.
Alternatively you may go online to: vote.linkmarketservices.com/AIR. After completing the online validations process choose ‘Questions’. Questions will
need to be submitted by 2:00pm Monday 24 September 2018.
Question:
SIGNATURE OF SHAREHOLDER(s) This section must be completed.
Security Holder 1:Security Holder 2:Security Holder 3:
Contact name:Daytime telephone:Date:
ELECTRONIC INVESTOR COMMUNICATION:
If you received the Notice of Meeting and Proxy by mail and you would like to receive your future communications by email please provide your email address below:
Email address for future communications: