Auckland International Airport Limited logo

AIA – Auckland Airport Launches Retail Bond

Debt Issuance23 September 2018AIAIndustrials

Market Release
| 24 September 2018


Auckland Airport launches retail bond

offer


Auckland International Airport Limited (“Auckland Airport”) confirmed today that it is

offering up to NZ$125,000,000 of six year fixed rate bonds (with the ability to accept up to

NZ$50,000,000 in oversubscriptions at Auckland Airport’s discretion) (the “Bonds”) to New

Zealand retail investors and to institutional investors.


The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013

as an offer of debt securities of the same class as existing quoted debt securities. The notice

required by the Financial Markets Conduct Regulations 2014 has been provided to NZX and

is attached. The Bonds are expected to be quoted on the NZX Debt Market.


Full details of the bond issue are contained in the terms sheet which has been prepared for

the offer and is attached. A copy of the presentation that Auckland Airport will be giving to

investors in connection with the offer is also attached.


The offer will open with an indicative margin range of 0.95 per cent to 1.05 per cent per

annum and the Bonds will mature on 10 October 2024. An announcement of the actual

margin and the interest rate on the Bonds will be made following the conclusion of the

bookbuild process, which is expected to be on 26 September 2018. The terms sheet will be

updated to include the interest rate and will be released on the same day.


The Bonds are expected to be assigned a long term credit rating of A- by Standard and

Poor’s.


There is no public pool for the offer, with 100 per cent of the Bonds reserved for clients of

ANZ and Westpac (as Joint Lead Managers), NZX participants, other approved financial

intermediaries and institutional investors. The offer will close on 26 September 2018

following the completion of the bookbuild process.


Interested investors should contact the Joint Lead Managers or their usual financial adviser

for more details.


Ends




For assistance, please contact:

Campbell De Morgan

Treasury Specialist

+64 9 255 9029

campbell.demorgan@aucklandairport.co.nz


ANZ Bank New Zealand Limited (ANZ)

0800 269 476


Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand

branch) (Westpac)

0800 942 822





Market Release | 24 September 2018


Notice pursuant to clause 20(1)(a) of

schedule 8 of the Financial Markets

Conduct Regulations 2014



Auckland International Airport Limited (“Auckland Airport”) gives notice under clause 20(1)(a)

of schedule 8 of the Financial Markets Conduct Regulations 2014 (“Regulations”) that it

proposes to make an offer for the issue of fixed rate bonds (“new bonds”) in reliance upon the

exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).


The main terms of the offer and the new bonds are set out in the attached terms sheet. Except

for the interest rate and maturity date, the new bonds will have identical rights, privileges,

limitations and conditions as Auckland Airport’s:


(a) 4.73% NZ$100,000,000 fixed rate bonds maturing on 13 December 2019 which are

quoted on the NZX Debt Market under the ticker code AIA120;


(b) 5.52% NZ$150,000,000 fixed rate bonds maturing on 28 May 2021 which are quoted

on the NZX Debt Market under the ticker code AIA130;


(c) 4.28% NZ$100,000,000 fixed rate bonds maturing on 9 November 2022 which are

quoted on the NZX Debt Market under the ticker code AIA200;


(d) 3.97% NZ$225,000,000 fixed rate bonds maturing on 2 November 2023 which are

quoted on the NZX debt market under the ticker code AIA210; and


(e) 3.64% NZ$100,000,000 fixed rate bonds maturing on 17 April 2023 which are quoted

on the NZX debt market under the ticker code AIA220,

(together, Quoted Bonds) and therefore are of the same class as the Quoted Bonds for the
purposes of the FMCA and the Regulations.


The Quoted Bonds have been continuously quoted on the NZX Debt Market over the preceding

3 months.


As at the date of this notice, Auckland Airport is in compliance with:


(a) the continuous disclosure obligations that apply to it in relation to the Quoted Bonds;

and


(b) its financial reporting obligations (as defined under the Regulations).


As at the date of this notice, there is no excluded information for the purposes of the

Regulations.


As at the date of this notice, there is no information that would be required to be disclosed

under a continuous disclosure obligation or which would be excluded information required to be

disclosed for the purposes of the Regulations if the Quoted Bonds had had the same

redemption date or interest rate as the new bonds being offered.


Ends


For assistance, please contact:


Campbell De Morgan

Treasury Specialist

+64 9 255 9029

campbell.demorgan@aucklandairport.co.nz

24 September 2018
Joint Lead Managers

Terms sheet for

fixed rate bonds due

10 October 2024

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Terms Sheet

Terms Sheet
2

Auckland International Airport Limited

Terms sheet for fixed rate

bonds due 10 October 2024

This Terms Sheet is prepared in respect of an offer by Auckland

International Airport Limited (Auckland Airport) of up to NZ$125,000,000

(with the ability to accept up to NZ$50,000,000 in oversubscriptions at

Auckland Airport’s discretion) of fixed rate bonds (Bonds) under its master

trust deed dated 9 July 2004 (as amended and restated from time to

time), as modified and supplemented by the supplemental trust deed

dated 17 September 2018 entered into between Auckland International

Airport Limited and The New Zealand Guardian Trust Company Limited

(Supervisor) (together, Trust Documents).

Important Notice

The offer of Bonds is being made in reliance upon the exclusion in clause

19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).

Except for the interest rate and maturity date, the Bonds will have

identical rights, privileges, limitations and conditions as Auckland

Airport’s:

(a) 4.73% NZ$100,000,000 fixed rate bonds maturing on 13 December

2019 which are quoted on the NZX Debt Market under the ticker code

AIA120;

(b) 5.52% NZ$150,000,000 fixed rate bonds maturing on 28 May 2021

which are quoted on the NZX Debt Market under the ticker code

AIA130;

(c) 4.28% NZ$100,000,000 fixed rate bonds maturing on 9 November

2022 which are quoted on the NZX Debt Market under the ticker code

AIA200;

(d) 3.97% NZ$225,000,000 fixed rate bonds maturing on 2 November

2023 which are quoted on the NZX Debt Market under the ticker code

AIA210; and

(e) 3.64% NZ$100,000,000 fixed rate bonds maturing on 17 April 2023

which are quoted on the NZX Debt Market under the ticker code

AIA220,

(together, Quoted Bonds) and therefore are of the same class as the

Quoted Bonds for the purposes of the FMCA and the Financial Markets

Conduct Regulations 2014 (FMC Regulations).

Auckland Airport is subject to a disclosure obligation that requires it to

notify certain material information to NZX Limited (NZX) for the purpose of

that information being made available to participants in the market and

that information can be found by visiting https://www.nzx.com/

companies/AIA.

Investors should look to the market price of the Quoted Bonds to find out

how the market assesses the returns and risk premium for those bonds.

Dated 24 September 2018

3
Issuer

Auckland International Airport Limited.

Description of Bonds

Direct, unsecured, unsubordinated, fixed rate debt obligations of Auckland

Airport ranking equally and without preference among themselves and equally

with all other outstanding unsecured and unsubordinated indebtedness of

Auckland Airport (except indebtedness preferred by law).

Purpose

General corporate purposes.

Joint Lead Managers

ANZ Bank New Zealand Limited and Westpac Banking Corporation

(ABN 33 007 457 141) (acting through its New Zealand Branch).

Organising Participant

Westpac Banking Corporation (ABN 33 007 457 141) (acting through its

New Zealand Branch).

Credit RatingsExpected Long-Term

Issue Credit Rating

Long-Term Issuer

Credit Rating

A- S&P GlobalA- (stable) S&P Global

Further information about S&P Global credit rating scale is available at

www.standardandpoors.com. A credit rating is not a recommendation to

invest in the Bonds and may be subject to revision, suspension or withdrawal

at any time.

Issue Amount

Up to NZ$125,000,000 with the ability to accept up to NZ$50,000,000 in

oversubscriptions at Auckland Airport’s discretion.

Opening Date

Monday, 24 September 2018, immediately following release on the NZX Debt

Market of the notice required by the FMC Regulations in connection with the

offer.

Closing Date

2.00pm on Wednesday, 26 September 2018.

Rate Set Date

Wednesday, 26 September 2018.

Issue Date and allotment date

Wednesday, 10 October 2018.

Maturity Date

Thursday, 10 October 2024.

Interest Rate

The aggregate of the Base Rate and the Margin on the Rate Set Date. The

Interest Rate will be announced by Auckland Airport via NZX on or shortly after

the Rate Set Date. The Interest Rate will not change after the Rate Set Date.

Base Rate

The semi-annual mid-market swap rate for an interest rate swap of a term

matching the period from the Issue Date to the Maturity Date as calculated by

the Joint Lead Managers in accordance with market convention with reference

to Bloomberg page ICNZ4 on the Rate Set Date and expressed on a semi-

annual basis, rounded to 2 decimal places, if necessary with 0.005 being

rounded up.

Indicative Margin and actual Margin

The indicative margin range is 0.95 per cent to 1.05 per cent per annum for

the Bonds. The actual Margin for the Bonds, (which may be above or below

the abovementioned indicative margin range), will be set by Auckland Airport

(in consultation with the Joint Lead Managers) on the Rate Set Date following

a bookbuild by the Joint Lead Managers. The actual Margin will be announced

by Auckland Airport via NZX on or shortly after the Rate Set Date.

Interest Payment Dates

10 April and 10 October in each year until and including the Maturity Date.

Terms Sheet
4

Auckland International Airport Limited

First Interest Payment Date

10 April 2019.

Frequency of interest payments

Semi-annually (half annual amount) in arrear on each Interest Payment Date.

If an Interest Payment Date falls on a day that is not a Business Day, the

relevant payment will be made on the next day which is a Business Day,

without adjustment, interest or further payment as a result thereof.

Issue price / Principal Amount

NZ$1.00 per Bond.

Minimum Principal Amount and minimum holding amount

The Minimum Principal Amount and minimum holding amount in respect of

the Bonds is NZ$10,000 and multiples of NZ$1,000 thereafter.

Record Date

10 calendar days before an Interest Payment Date or, if not a Business Day,

the immediately preceding Business Day.

Business Day

A day (other than a Saturday or Sunday) on which registered banks are

generally open for business in Wellington and Auckland.

Quotation

NZX Debt Market (Ticker Code: AIA230).

Application has been made to NZX for permission to quote the Bonds on the

NZX Debt Market.

Expected date of initial quotation and trading on the NZX

Debt Market

It is expected that quotation on the NZX Debt Market will occur on

Thursday, 11 October 2018.

Registrar

Link Market Services Limited.

ISIN

NZAIAD0230L0.

Repo-eligibility

Auckland Airport intends to apply to the Reserve Bank of New Zealand for the

Bonds to be included as eligible securities for domestic market operations.

Early repayment

In the case of an event of default as set out in the Trust Documents, which is

continuing unremedied, the Supervisor may, and immediately upon being

directed to do so by an extraordinary resolution (as defined under the Trust

Documents) of holders of Bonds of this series must, declare the principal

amount and accrued interest on the Bonds to be immediately due and

payable.

If the Bonds are declared due and payable prior to the Maturity Date, interest

will be payable at the Interest Rate from the most recent Interest Payment

Date to and including the date of repayment.

Governing law

New Zealand.

Who may apply

All of the Bonds are reserved for clients of the Joint Lead Managers, primary

market participants and other approved financial intermediaries.

There is no public pool for the offer. Investors wishing to purchase the Bonds

should contact their broker or financial adviser. In respect of any

oversubscriptions or generally, any allotment of Bonds will be at Auckland

Airport’s discretion, in consultation with the Joint Lead Managers. Auckland

Airport reserves the right to refuse to make any allotment (or part thereof)

without giving any reason.

Each investor’s broker or financial adviser will be able to advise them as to

what arrangements will need to be put in place for the investor to trade the

Bonds including obtaining a common shareholder number (CSN), an

authorisation code (FIN) and opening an account with a primary market

participant as well as the costs and timeframes for putting such arrangements

in place.

5
NZX waivers

NZX has granted Auckland Airport a waiver from NZX Listing Rule 11.1.1, to

enable Auckland Airport to decline to accept or register a transfer of Bonds if

such transfer would result in the transferor holding or continuing to hold

Bonds with a principal amount of less than the applicable minimum principal

amount (or minimum multiple thereof). The effect of the waiver from NZX

Listing Rule 11.1.1 is that the minimum holding amount in respect of the

Bonds will be Bonds with an aggregate principal amount of not less than

NZ$10,000 and multiples of $1,000 over the minimum holding amount.

Auckland Airport may refuse a transfer if the transfer is not in multiples of

$1,000.

NZX has also granted Auckland Airport a waiver from NZX Listing Rule 5.2.3

to enable Auckland Airport to apply for quotation on the NZX Debt Market

even though the Bonds may not initially be held by at least 100 members of

the public holding at least 25% of the Bonds issued. The waiver has been

granted for a period of six-months from the quotation date of the Bonds. The

effect of the waiver from NZX Listing Rule 5.2.3 is that initially the Bonds may

not be widely held and there may be reduced liquidity in the Bonds. To the

extent that there is a material reduction in the spread of the Bonds, Auckland

Airport will notify NZX accordingly.

NZX has also granted Auckland Airport a waiver from NZX Listing Rule 7.11.1

to allow Auckland Airport to allot the Bonds no later than 10 business days

after the Closing Date. The effect of the waiver from NZX Listing Rule 7.11.1 is

that the Bonds will be allotted later than 5 business days after the

Closing Date.

Selling restrictions

The selling restrictions set out in the schedule to this Terms Sheet apply.

The dates and times set out in this Terms Sheet are indicative only and are

subject to change. Auckland Airport has the right in its absolute discretion

and without notice to close the offer early, to extend the Closing Date, or to

choose not to proceed with the offer. If the Closing Date is extended,

subsequent dates may be extended accordingly.

Any internet site addresses provided in this Terms Sheet are for reference

only and, except as expressly stated otherwise, the content of any such

internet site is not incorporated by reference into, and does not form part of,

this Terms Sheet.

Copies of the Trust Documents will be made available by Auckland Airport

for inspection during usual business hours by any bondholder at the office of

Auckland Airport at the address below (or such office as Auckland Airport

may notify the bondholders from time to time).

Investors are personally responsible for ensuring compliance with all relevant

laws and regulations applicable to them (including any required registrations).

Investors should seek qualified, independent legal, financial and taxation

advice before deciding to invest.

For further information regarding Auckland Airport,

visit https://www.nzx.com/companies/AIA.

ADDRESS DETAILS

Auckland International Airport Limited

First Floor

4 Leonard Isitt Drive

Auckland Airport

Manukau 2022

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

Westpac Banking Corporation

(ABN 33 007 457 141)

(acting through its New Zealand branch)

Westpac on Takutai Square

Level 8, 16 Takutai Square

Auckland 1010

Terms Sheet
6

Auckland International Airport Limited

Schedule –

Selling restrictions

PART A – INITIAL SELLING RESTRICTIONS

The Bonds may only be offered in New Zealand in conformity with all

applicable laws and regulations in New Zealand. In respect of the initial

offer of Bonds by Auckland Airport under this Terms Sheet (Initial Offer),

no Bonds may be offered in any other country or jurisdiction except in

conformity with all applicable laws and regulations of that country or

jurisdiction and the selling restrictions set out below in this Part A. This

Terms Sheet may not be published, delivered or distributed in or from any

country or jurisdiction except under circumstances which will result in

compliance with all applicable laws and regulations in that country or

jurisdiction and the selling restrictions set out below in this Part A. For the

avoidance of doubt, the selling restrictions set out below in this Part A

apply only in respect of the Initial Offer.

No action has been or will be taken by the Issuer which would permit an

offer of Bonds to the public, or possession or distribution of any offering

material, in any country or jurisdiction where action for that purpose is

required (other than New Zealand).

By purchasing the Bonds, each bondholder is deemed to have

indemnified the Issuer, the Joint Lead Managers and Organising

Participant, and the Supervisor for any loss suffered by any of them

by reason of any breach of the selling restrictions.

United States of America

The Bonds have not been and will not be registered under the Securities

Act of 1933, as amended (Securities Act) and may not be offered or

sold within the United States or to, or for the account or benefit of, U.S.

persons (as defined in Regulation S under the Securities Act (Regulation

S)) except in accordance with Regulation S or pursuant to an exemption

from, or in a transaction not subject to, the registration requirements of

the Securities Act.

None of Auckland Airport, any Joint Lead Manager nor any person acting

on its or their behalf has engaged or will engage in any directed selling

efforts (as defined in Regulation S) in relation to the Bonds, and each of

Auckland Airport and the Joint Lead Managers has complied and will

comply with the offering restrictions in Regulation S.

The Bonds will not be offered or sold within the United States or to, or for

the account or benefit of, U.S. persons (i) as part of their distribution at

any time, or (ii) otherwise until 40 days after the completion of the

distribution of all Bonds of the Tranche of which such Bonds are part,

as determined and certified by the Joint Lead Managers, except in

accordance with Rule 903 of Regulation S. Any Bonds sold to any

distributor, dealer or person receiving a selling concession, fee or other

remuneration during the distribution compliance period require a

confirmation or notice to the purchaser at or prior to the confirmation of

the sale to substantially the following effect:

“The Bonds covered hereby have not been registered under the United

States Securities Act of 1933, as amended (the Securities Act) or

with any securities regulatory authority of any state or other jurisdiction

of the United States and may not be offered or sold within the United

States, or to or for the account or benefit of, U.S. persons (as defined

in Regulation S under the Securities Act) (i) as part of their distribution

at any time or (ii) otherwise until 40 days after the later of the

commencement of the offering of the Bonds and the closing date

except in either case pursuant to a valid exemption from registration in

accordance with Regulation S under the Securities Act. Terms used

above have the meaning given to them by Regulation S.”

Until 40 days after the completion of the distribution of all Bonds of the

Tranche of which those Bonds are a part, an offer or sale of the Bonds

within the United States by the Joint Lead Managers or any dealer or

other distributor (whether or not participating in the offering) may violate

the registration requirements of the Securities Act if such offer or sale is

made otherwise than in accordance with Regulation S.

Relevant Member States of the European Economic Area

In relation to each Member State of the European Economic Area which

has implemented the Prospectus Directive (each, a Relevant Member

State), with effect from and including the date on which the Prospectus

Directive is implemented in that Relevant Member State (the Relevant

Implementation Date) no Bonds have been offered and no Bonds will

be offered that are the subject of the offering contemplated by this Terms

Sheet in relation thereto to the public in that Relevant Member State

except that an offer of Bonds to the public in the Relevant Member State

may be made with effect from the Relevant Implementation Date:

(a) to any legal entity which is a qualified investor as defined in the

Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified

investors as defined in the Prospectus Directive) subject to obtaining

the prior consent of the Joint Lead Managers nominated by Auckland

Airport for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus

Directive,

provided that no such offer of the Bonds shall require Auckland Airport or

any Joint Lead Manager to publish a prospectus pursuant to Article 3 of

the Prospectus Directive or supplement a prospectus pursuant to Article

16 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of the Bonds

to the public in relation to any Bonds in any Relevant Member State

means the communication in any form and by any means of sufficient

information on the terms of the offer and the Bonds to be offered so as to

enable an investor to decide to purchase or subscribe for the Bonds, as

the same may be varied in that Relevant Member State by any measure

implementing the Prospectus Directive in that Relevant Member State,

and the expression Prospectus Directive means Directive 2003/71/EC

(as amended, including by Directive 2010/73/EU) and includes any

relevant implementing measure in each Relevant Member State.

United Kingdom

No communication, invitation or inducement to engage in investment

activity (within the meaning of section 21 of the Financial Services and

Markets Act 2000 (FSMA)) has been or may be made or caused to be

made or will be made in connection with the issue or sale of the Bonds

in circumstances in which section 21(1) of the FSMA applies to

Auckland Airport.

All applicable provisions of the FSMA with respect to anything done in

relation to the Bonds in, from or otherwise involving the United Kingdom

must be complied with.

7
Japan

The Bonds have not been and will not be registered in Japan pursuant to

Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of

Japan (Act No. 25 of 1948, as amended, the FIEA) in reliance upon the

exemption from the registration requirements since the offering

constitutes the small number private placement as provided for in “ha”

of Article 2, Paragraph 3, Item 2 of the FIEA. A Japanese Person who

transfers the Bonds shall not transfer or resell the Bonds except where

the transferor transfers or resells all the Bonds en bloc to one transferee.

For the purposes of this paragraph, Japanese Person shall mean any

person resident in Japan, including any corporation or other entity

organised under the laws of Japan.

Singapore

Singapore Securities and Futures Act Product Classification

– Solely for the purposes of its obligations pursuant to sections 309B(1)(a)

and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of

Singapore) (the SFA), Auckland Airport has determined, and hereby

notifies all relevant persons (as defined in Section 309A of the SFA) that

the Bonds are “prescribed capital markets products” (as defined in the

Securities and Futures (Capital Markets Products) Regulations 2018) and

Excluded Investment Products (as defined in MAS Notice SFA 04-N12:

Notice on the Sale of Investment Products and MAS Notice FAA-N16:

Notice on Recommendations on Investment Products).

This Terms Sheet has not been registered as a prospectus with the

Monetary Authority of Singapore. Accordingly, this Terms Sheet and any

other document or material in connection with the offer or sale, or

invitation for subscription or purchase, of the Bonds may not be

circulated or distributed, nor may the Bonds be offered or sold, or be

made the subject of an invitation for subscription or purchase, whether

directly or indirectly, to any person in Singapore other than (a) to an

institutional investor (as defined in Section 4A of the SFA) pursuant to

Section 274 of the SFA, (b) to a relevant person (as defined in Section

275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person

pursuant to Section 275(1A) of the SFA, and in accordance with the

conditions specified in Section 275 of the SFA or (c) otherwise pursuant

to, and in accordance with the conditions of, any other applicable

provision of the SFA.

Where the Bonds are subscribed or purchased under Section 275 of the

SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in

Section 4A of the SFA)) the sole business of which is to hold

investments and the entire share capital of which is owned by one or

more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole

purpose is to hold investments and each beneficiary of the trust is an

individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or

the beneficiaries’ rights and interest (howsoever described) in that trust

shall not be transferred within six months after that corporation or that

trust has acquired the Bonds pursuant to an offer made under Section

275 of the SFA except:

(1) to an institutional investor or to a relevant person defined in Section

275(2) of the SFA, or to any person arising from an offer referred to in

Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 32 of the Securities and Futures (Offers of

Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Hong Kong

No Bonds have been offered or sold or will be or may be offered or sold

in Hong Kong, by means of any document other than (a) to professional

investors as defined in the Securities and Futures Ordinance (Cap. 571)

of Hong Kong (the SFO) and any rules made under the SFO; or (b) in

other circumstances which do not result in the document being a

prospectus as defined in the Companies (Winding Up and

Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the

C(WUMP)O) or which do not constitute an offer to the public within the

meaning of the C(WUMP)O.

No advertisement, invitation or document relating to the Bonds may be

issued or in the possession of any person or will be issued or be in the

possession of any person in each case for the purpose of issue, whether

in Hong Kong or elsewhere, which is directed at, or the contents of which

are likely to be accessed or read by, the public of Hong Kong (except if

permitted to do so under the securities laws of Hong Kong) other than

with respect to the Bonds which are or are intended to be disposed of

only to persons outside Hong Kong or only to professional investors as

defined in the SFO and any rules made under the SFO.

Australia

No prospectus or other disclosure document (as defined in the

Corporations Act 2001 of Australia (Corporations Act)) in relation to the

Bonds has been, or will be, lodged with, or registered by, the Australian

Securities and Investments Commission (ASIC) or any other regulatory

authority in Australia. No person may:

(a) make or invite (directly or indirectly) an offer of the Bonds for issue,

sale or purchase in, to or from Australia (including an offer or

invitation which is received by a person in Australia); and

(b) distribute or publish, any Terms Sheet, information memorandum,

prospectus or any other offering material or advertisement relating to

the Bonds in Australia,

unless:

(i) the aggregate consideration payable by each offeree or invitee is at

least A$500,000 (or its equivalent in an alternative currency and, in

either case, disregarding moneys lent by the offeror or its associates)

or the offer or invitation otherwise does not require disclosure to

investors in accordance with Part 6D.2 or Part 7.9 of the

Corporations Act;

(ii) the offer or invitation is not made to a person who is a “retail client”

within the meaning of section 761G of the Corporations Act;

(iii) such action complies with all applicable laws, regulations and

directives; and

(iv) such action does not require any document to be lodged with ASIC

or any other regulatory authority in Australia.

Terms Sheet
8

Auckland International Airport Limited

By applying for the Bonds under this Terms Sheet, each person to whom

the Bonds are issued (an Investor):

(a) will be deemed by the Issuer and each of the Joint Lead Managers to

have acknowledged that if any Investor on-sells the Bonds within 12

months from their issue, the Investor will be required to lodge a

prospectus or other disclosure document (as defined in the

Corporations Act) with ASIC unless either:

(i) that sale is to an investor within one of the categories set out in

sections 708(8) or 708(11) of the Corporations Act to whom it is

lawful to offer the Bonds in Australia without a prospectus or

other disclosure document lodged with ASIC; or

(ii) the sale offer is received outside Australia; and

(b) will be deemed by the Issuer and each of the Joint Lead Managers to

have undertaken not to sell those Bonds in any circumstances other

than those described in paragraphs (a)(i) and (a)(ii) above for 12

months after the date of issue of such Bonds.

This Terms Sheet is not, and under no circumstances is to be construed

as, an advertisement or public offering of any Bonds in Australia.

PART B – GENERAL SELLING RESTRICTIONS

The Bonds may only be offered for sale or sold in New Zealand in

conformity with all applicable laws and regulations in New Zealand. No

Bonds may be offered for sale or sold in any other country or jurisdiction

except in conformity with all applicable laws and regulations of that

country or jurisdiction. No offering document or other offering material in

respect of the Bonds may be published, delivered or distributed in or from

any country or jurisdiction except under circumstances which will result in

compliance with all applicable laws and regulations in that country or

jurisdiction. No action has been or will be taken by the Issuer which

would permit an offer of Bonds to the public, or possession or distribution

of any offering material, in any country or jurisdiction where action for that

purpose is required (other than New Zealand).

By purchasing the Bonds, each Holder is deemed to have indemnified

the Issuer, the Joint Lead Managers, the Organising Participant, and the

Supervisor for any loss suffered by any of them by reason of any breach

of the selling restrictions contained in the above paragraph.

2018
September NZDCM Presentation

Important notice

2

Auckland Airport intends to make an offer of fixed rate bonds (Bonds) in reliance upon the exclusion in clause 19 of schedule1 of the Financial Markets

Conduct Act 2013 (FMCA).

Except for the interest rate and the maturity date, the Bonds will have identical rights, privileges, limitations and conditions as Auckland Airport’s:

(a) 4.73% NZ$100,000,000 fixed rate bonds maturing on 13 December 2019 which are quoted on the NZX Debt Market under the ticker code AIA120;

(b) 5.52% NZ$150,000,000 fixed rate bonds maturing on 28 May 2021 which are quoted on the NZX Debt Market under the ticker code AIA130;

(c) 4.28% NZ$100,000,000 fixed rate bonds maturing on 9 November 2022 which are quoted on the NZX Debt Market under the ticker code AIA200;

(d) 3.97% NZ$225,000,000 fixed rate bonds maturing on 2 November 2023 which are quoted on the NZX Debt Market under the ticker code AIA210; and

(e) 3.64% NZ$100,000,000 fixed rate bonds maturing on 17 April 2023 which are quoted on the NZX Debt Market under the ticker code AIA220,

(together, Quoted Bonds) and therefore are the same class as the Quoted Bonds for the purposes of the FMCA and the Financial Markets Conduct

Regulations 2014.

Auckland Airport is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited(NZX) for the purpose of that

information being made available to participants in the market and that information can be found by visiting https://www.nzx.com/companies/AIA. Investors

should look to the market price of the Quoted Bonds to find out how the market assesses the returns and the risk premium for those bonds.

2018
September NZDCM Presentation

Key Terms of the Offer

3

IssuerAucklandInternational Airport Limited (“Auckland Airport”)

Description of Bonds

Direct,unsecured,unsubordinated,fixedratedebtobligationsofAucklandAirport

rankingequallyandwithoutpreferenceamongthemselvesandequallywithallother

outstandingunsecuredandunsubordinatedindebtednessofAucklandAirport(except

indebtednesspreferredbylaw)

Issuer Long-Term Credit Rating (S&P)A-

Expected Long-TermIssue Credit Rating (S&P)A-

Issue Amount

Up to NZ$125,000,000with the ability to accept up to NZ$50,000,000

oversubscriptions at Auckland Airport’s discretion

Opening DateMonday, 24 September 2018

Closing Date2.00pm on Wednesday, 26 September 2018

Issue DateWednesday, 10 October 2018

Tenor6 years

Maturity DateThursday, 10 October 2024

Interest RateThe aggregate of the Base Rate and the Margin on the rate set date

Indicative Issue MarginAnnounced via the NZX on Monday, 24 September 2018

Interest Payment Dates10 April and 10 October in each year until and including the Maturity Date

Minimum DenominationNZ$10,000 and multiples of NZ$1,000 thereafter

Interest PaymentsSemi-annually in arrears

Joint Lead Managers

ANZ Bank New Zealand Limited and Westpac Banking Corporation (ABN 33 007 457

141) (acting through its New Zealand Branch)

RegistrarLink Market Services Limited

Company overview

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Auckland Airport at a glance

5

20.5 million

annual passengers

shareoflong haul arrivalsto

NewZealand

9 3

%

30 international

airlines

48international

destinations

4 international freight

airlines

21domestic

destinations

4,000 baggage

trolleys

1,500

hectaresofland

AucklandAirport

in2018

174,000

flightseach year

150

internationalflightseach day

320

domesticflightseach day

100+

24/7

24x 7operation,

365days ayear

2hotels

20,000+

peopleworkingat

andaroundtheairport

800+

businesses

shops, cafés

andrestaurants

24/7

3,635

metresofrunway

average annual

passenger growth over

50 years

share of international

visitors to New Zealand

75

%

6.7

%

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Auckland Airport is the busiest in New Zealand

6

•The largest airport in New Zealand

•Main commercial airport serving New Zealand’s

largest city with:

–174,000 aircraft movements;

–75% of international passengers to New

Zealand arrive or depart from Auckland Airport;

and

–93% of long haul arrivals

•No flight curfew, capable of operating 24 hours a

day, 7 days a week

•Auckland Airport is one of New Zealand’s most

important infrastructure assets. Listed on the NZX

and ASX with a market capitalisation of $8.4bn

2

•Single 3,635m runway plus a future second

runway will cater for Auckland’s aviation

requirements for the foreseeable future

•1,500 hectares of freehold land on the Auckland

isthmus

1.Passenger movement source monthly traffic performance updates: AKL, CHC, WLG, and ZQN airports for year to 30 June 2018, DUD 30 June 2017

2.As at 17 September 2018

Auckland

20.53 million

Wellington

6.21 million

Christchurch

6.87 million

Queenstown

2.14 million

New Zealand international airports by passenger numbers

1

Dunedin

0.97 million

19.47 million excluding transits

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Connecting New Zealand to the world

7

Auckland Airport connects New Zealand to 48 international destinations

Doha

Dubai

London

Guangzhou

Chongqing

Tianjin

Hong Kong

Beijing

Shenzhen

Shanghai

Seoul

Osaka

Narita

Bangkok

Singapore

Ho Chi Minh City

Kuala Lumpur

Bali

9 Australian

destinations

Los Angeles

Vancouver

Houston

Santiago

Buenos Aires

Manila

Xi’an

Manila

Haneda

Chengdu

•12 new airlines and 21 new routes added since 2015 have connected Auckland with new cities of

nearly 140 million people, providing 29% increase in capacity

•Markets are evolving through greater consumer choice and more competitive pricing with direct

services unlocking new visitor markets

Chicago

San Francisco

Honolulu

9 Pacific Islands

destinations

Routes launched or announced based on single ticketed fares

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

0

2

4

6

8

10

12

14

16

18

20

22

FY00FY01FY02FY03FY04FY05FY06FY07FY08FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18

Annual Passengers (m)

Proven passenger growth

8

•Continued growth at a CAGR

1

of 5.4% over the last 18 years demonstrates resilience to global

economic weakness and other external shocks

•20.5m total passengers in FY18, 40.0% higher than 5 years ago

Sept 11

Terrorist

Attacks

SARS

Outbreak

Avian Flu

Outbreak

Sub-Prime Crisis

and Global

Recession

Christchurch

Earthquake

Total passengers at Auckland Airport

1. Cumulative average growth rate

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

AeronauticalRetailTransport

•$301.2m revenuein FY18

(44% of the company)

•Comprised of a mix of

passenger, MCTOW

1

and

parking charges

•Prices set atleast every

five years

•Strategyto grow capacity,

sustain capacity and

diversity markets

•$190.6m revenuein FY18

(28% of the company)

•Earnedon a concession

model from a range of

stores mainly within the

terminals and some off-

airport

•Diverse retail offering with

~90 stores and 2 duty free

operators

•Substantial redevelopment

nearly complete

•$61.0m revenuein FY18 (9%

of the company)

•12,338 parking spaces across

a range of parking services

from premium Valet to Park &

Ride located throughout the

precinct

•New products including Park &

Ride Express and Drop & Ride

launched to improve

convenience and utilisation

•Increasing demand is driving

ongoing expansion

Diverse and complementary business activities

9

1.Maximum certified take-off weight

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Investment PropertyHotel PortfolioQueenstown

•$1.2bn investment property

portfolio

•Medium to long term leases

(WALT

1

: 10.2 years)

•250 hectares available for

property development with

direct motorway access to

Auckland CBD

•Well-positioned to service

demand with 34ha of non-

committed, ready to develop

serviced land

•Portfolio of two hotels being a

Novotel 263 room4+ star

hotel (40% interest) and aibis

198 room 3 star hotel

•457 rooms to be added to the

portfolio with the construction

of two new hotels, the

Pullman (311 rooms) and

Hotel 4 (146 rooms)

•Both hotels are currently in

the design and procurement

phase

•~25% stake in

Queenstown Airport

•Queenstown Airport is the

gateway to New Zealand’s

adventure capital, a major

tourist destination

•Queenstown has a 100

year lease on Wanaka

Airport

10

Diverse and complementary business activities

1.Weighted average lease term as at 30 June 2018

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Overview

•Dual-till regime, with the aeronautical segment subject to

information disclosure regulation under the Commerce Act

1986

•Disclosure regime includes monitoring of service standards,

asset availability, capital expenditure plans, efficiency of pricing

and return on investment

•Commerce Commission monitors information disclosure

regime effectiveness

Regulatory environment

11

0

50

100

150

200

250

300

350

400

RegulatedNon-regulated

$m

~50% of FY18 revenue is

regulated

Rental income

Other income

Car park income

Airfield income

Retail income

Passenger services charge

Aeronautical prices for PSE3

1

(FY18 –22)

•Forecast total aeronautical segment (including non aero

pricing activities) after tax return of 7.06% p.a. on a growing

aeronautical asset base (6.99% on “priced activities”)

•$1.9b capital expenditure in 2017 (real) dollars ($2.3b nominal)

on aeronautical infrastructure over the next five years

•The 2017 pricing schedule has the average international

aeronautical revenues per passenger reducing by 1.7% p.a.

and domestic increasing by 0.8% p.a. in real terms over the

next five years

•In April 2018, the Commerce Commission published its draft

report on Auckland Airport’s PSE3 aeronautical pricing and it

expects to publish its final report in October2018

1.Price setting event 3

Strategy for our future

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Our strategy

13

Adopt an ambitious and innovative approach tohelp

New Zealand to sustainably unlock the growth

opportunities in travel, trade and tourism

Strengthen and extend our retail, transport and hotel

businesses to ensure we can respond to evolving

customer needs

Continue to improve our performance by increasing

the productivity of our assets, processes, operations

and balance sheet

Add to our strong infrastructure and commercial

foundations for long-term sustainable growth

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Strategic priority:

Growing travel and trade markets

14

Multiple opportunities for growth remain

•Chinese and Indian middle-class

emergence and passenger growth

forecasts

•IATA forecasts Asia-Pac to grow in

importance, with aircraft deliveries in the

region also projected to be strong

•Long haul aircraft technology; efficiencies

and enhancements

•New Zealand remains an attractive

destination with 118 million active

considerers

...but there are short-term challenges

•Jet fuel prices lifting off recent lows

•Some local infrastructure challenges

•Localised taxes and levies to fund

infrastructure

•Geo-political and trade related

protectionism

Grow Capacity

Sustain Capacity

Diversify Markets

•Continue to focus on

underserved markets such as

China, South East Asia,

Europe, North America

•Building connectivity into tier 2

Chinese cities and supporting

Chinese carriers to drive off-

peak demand

•Driving US demand across

the year, particularly off-peak

•Develop Auckland and the

North Island as destinations

for Australian travellers as well

as driving increased friends

and family related travel

•Focused on in-market

development in India to

support indirect services

Long-term the outlook remains positive...

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

15

Reference images only, actual design will vary

Transport

Key benefits:


Improving land transport is a key

priority for Auckland Airport


Requires a multi

-

mode solution


Working with

Auckland

Transport

and NZTA

to improve traffic flows

across

the wider

network

Projects:


Nixon Road upgrade


Northern Park and Ride

expansion


New High Occupancy Vehicle

(HOV) lanes


Improved public

transport access

to the domestic terminal


Pedestrian bridge over George

Bolt Memorial Drive


New one

-

way terminal

l

oop road

Laurence Stevens HOV

Domestic forecourt

Nth Park & Ride

Tom Pearce HOV

Nixon Rd Bypass

Central connector

Altitude Drive

GBMD HOV

Terminal loop

Laurence Stevens HOV

International departures expansionNew domestic jet terminal

New five star hotelTransportSecond runway planning

Strategic priority:

Investing for future growth

16
16

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

2 new mobile jet airbridges

for a better experience for

passengers on remote

bussed stands, with another

4 on order

17

Investing in our core operations

10 new specialist airside

buses to provide an

enhanced passenger

experience on remote stands

To improve passenger services

CCTV upgrade of over 1,000

cameras and systems,

improving operational

intelligence, and lifting

security and performance

To improve operational effectiveness

Added further mobile

check-in kiosks to improve

customer experience. Now

servicing more than one

million passengers a year

First stage trial of an

integrated APOC

1

completed,

enhancing collaboration

between all operational

stakeholders

To improve airport coordination

Extended new world class

airport planning, modelling

and forecasting tools to border

agency partners allowing

better coordination

1. Airport operations centre incorporating airport operations staff, border agencies and other stakeholders

Strategic priority:

Be fast, efficient and effective

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

18

•2018 was a milestone year for our most complex project

to date -the expansion of the international terminal

emigration and dwell space

•The new environment is already delivering an improved

customer experience, resulting in international terminal

retail sales growth of 2.8%

•In 2018 we also soft launched ‘The Mall’, our world

leading online retail platform

•The Mall represents the culmination of a strategy to bring

physical and online retail together and make us match fit

for the modern retail world

•The Mall simplifies the customer experience by enabling

international passengers to purchase from multiple airport

retailers with a single transaction and then pick up all their

items from a single collection point

•Combined with our Strata single account system, we now

believe we have one of the most advanced customer

airport platforms in the world

Improved retail offering driving strong revenue growth

17.1%

Increase in retail

income

13

New retail concepts opened

during the year

12.2%

Increase in retail

income per passenger

1

First Michael Kors store in New Zealand

1. Per international passenger

Strategic priority:

Strengthen our consumer business

The Mall

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

19

International departures delivering an improved experience

Events during the FY18 year

•Opened new enlarged security screening,

‘decompression’ and dwell areas

•First stage of the Duty Free stores open

•Expansion to Duty Free stores and new Destination

precinct

•Additional Destination and Food & Beverage outlets

opened in the second half of the year

•First tranche of the new retail high street stores opened

in June 2018, providing a range of leading luxury

brands

Completed

To be delivered

Pier A

Pier B

To come in FY19

•Second stage of the new retail high

street stores expected to be open by

September

•Improved and expanded customer dwell

area to be open by November

•Formal project sign-off by third quarter

of FY19

Layout illustrative, not to scale

Strategic priority:

Strengthen our consumer business

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

New and exclusive names are coming

20

Luxury

Destination

Food & Beverage

Excludes existing brands

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

45%in entry movements to

domestic terminal forecourt

x%in bus operations

x% land journey time

4.1ASQ customer satisfaction*

4.1customer kiosk score*

Focusing on what’s important

21

Customer

experience

Safety and

sustainability

Education and

employment

Committed to operating in a safe and

environmentally sustainable way

Invested in infrastructure that has

enhanced the customer experience

Sharing the benefits of our

investment programme through job

creation and training

1.Q418 compared to Q417

2.Also includes reporting of hazards and near misses

1,082training opportunities

215job placements

68students involved in work

experience

9local year 13 students Auckland

Airport education scholarships

$572,021 investment in local

communities

5local community sponsorships

45%reduction in entry

movements to the domestic

terminal forecourt

61%reduction

1

in international

flights subject to bus operations

following commission of two

new contact gates

59%improvement in land

journey time reliability from the

airport to Auckland City

4.0ASQ customer satisfaction

stable at just over four out of

five

4.1Customer in-terminal kiosk

score, a 3.8% increase on

prior year

1stmajor airport in New Zealand to

have its safety management

system certified by the CAA

1stairport globally to set a publicly

disclosed Science Based Target

for carbon reduction

Green Airports Award for waste

minimisation

113%increase in reporting of

safety observations

2

49%reduction in the passenger

injury rate

Recognised as a New Zealand Top

Carbon Reducer

Financial information

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Strong five year financial performance

23

For the year ended 30 June

$m

20182017201620152014CAGR

Revenue683.9629.3573.9

508.5 475.8 9.5%

Expenses177.5156.2143.6

128.5 120.6 10.1%

Earnings before interest, taxation, depreciation,

fair value adjustments and investments in

associates(EBITDAFI)

506.4473.1430.3

380.0 355.2

9.3%

EBITDAFI Margin

74.0%75.2%75.0%

74.7%74.7%

Share of profit/(loss) from associates

16.719.4(8.4)

12.5 11.6

9.5%

Gain on sale of associates

297.4--

--

n/a

Derivative fair value (decrease)/increase(0.7)2.5(2.6)

(0.7)0.6

n/a

Property, plant and equipment revaluation

--(16.5)

(11.9)4.1

n/a

Investment property revaluation

152.291.987.1

57.2 42.0

38.0%

Depreciation expense88.977.973.064.8

63.5 8.8%

Interestexpense

77.272.879.1

86.0

68.2 3.1%

Taxationexpense155.8103.375.462.8

65.9 24.0%

Reported net profit after tax

650.1332.9262.4

223.5 215.9

31.7%

Underlying profitafter tax

1

263.1247.8212.7

176.4 169.9

11.6%

1.A reconciliation showing the difference between reported net profit after tax and underlying profit after tax is included in the Appendix

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Growth across all revenue streams

24

For the year ended 30 June

$m

20182017201620152014CAGR

Airfield income

122.1119.6

103.493.387.68.7%

Passenger services charge

179.1174.3

154.9140.9131.58.0%

Retail income

190.6162.8

157.5132.0127.110.7%

Car park income

61.056.3

52.146.642.89.3%

Rental income

97.684.9

74.764.659.313.3%

Other income

33.531.4

31.331.1 27.55.1%

Total revenue

683.9629.3

573.9508.5

475.8

9.5%

Revenue by segment

•FY18 aeronautical revenue slightly up on prior year reflecting growth in passengers and runway

movements, largely offset by a reduction in international and regional aeronautical prices

•Retail income rose by 17.1% in FY18 following Duty Free moving into the new space at the start

of the financial year and the expanded space from early December 2017. Sections of other new

retail space opened in the departure area of the international terminal in the year

•Parking revenue continued to increase in FY18 with ~1,000 new spaces

•Investment property rental income up 30.7% over the last two years driven by new properties,

strong rental growth in the existing portfolio and ibis budget hotel performance

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Summary balance sheet

25

For the year ended 30 June

$m

20182017201620152014CAGR

Cash106.7 45.1 52.638.541.4

26.7%

Trade and other receivables71.555.542.336.629.0

25.3%

Other current assets0.23.48.012.33.2

(50.0)%

Current assets178.4104.0102.987.473.6

24.8%

Property, plant and equipment6,378.04,947.84,708.13,884.13,761.5

14.1%

Investment properties1,425.61,198.01,048.9848.1733.4

18.1%

Investment in associates104.4171.6142.8163.6158.4

(9.9)%

Derivative financial instruments110.482.1138.8118.36.9

100.0%

Total assets8,196.86,503.56,141.55,101.54,733.8

14.7%

Borrowings2,060.32,056.61,886.91,722.51,506.9

8.1%

Other liabilities454.4417.9373.9336.1308.2

10.2%

Total liabilities2,514.72,474.52,260.82,058.61,815.1

8.5%

Equity5,682.14,029.03,880.73,042.92,918.7

18.1%

Total liabilities and equity8,196.86,503.56,141.55,101.54,733.8

14.7%

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Capital expenditure

26

•Capital expenditure in 2018 increased 8.1% to

$405.2m

•Over 90% of the capital expenditure is investing

for future earnings growth, c.$40m renewals

spend per year

•Capital expenditure in FY19 is forecast to

increase to between $450m and $550m

*

comprising:

–completion of the international terminal

departure upgrade, new taxiways, remote

stands and aprons in the vicinity of Pier B,

planning and enabling works for the new

domestic jet facility, expansion of the MPI

arrivals area;

–continued investment in utilities, IT

infrastructure, and transport projects; and

–investment property developments including

the Pullman Hotel, Foodstuffs Distribution

Centre and offices for Airways

1.Guidance excludes any uncommitted investment property capital expenditure

Historical and forecast capital expenditure

0

100

200

300

400

500

600

2019F

(High

point)

20182017201620152014

$m

Property developmentCar Parking

Infrastructure and otherRetail

Aeronautical

High end

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Credit metrics

27

•Considerable headroom in Auckland Airport's key credit metrics for A-target rating

•FFO interest cover ratio exceeded pre capital return levels in September 2016. Growth in the

debt book has been offset by decreasing interest rates

•Increased capital expenditure over the next five years will soften credit metrics

•FFO to grow with earnings enabling planned debt funded capex programme

For the year ended 30 June20182017201620152014

Debt / debt + market value of equity20.4%19.5%19.7%22.5%24.7%

Debt / EBITDAFI3.8x4.3x4.4x4.5x4.2x

Funds from operations / net debt18.4%16.5%16.7%15.3%16.0%

Funds from operations interest cover5.0x4.9x4.3x3.7x4.5x

Weighted average interest cost (12 months to 30 June)4.2%4.5%5.1%5.8%6.0%

Average debt maturity profile (years)4.94.74.34.93.2

Percentage of fixed borrowings54.7%51.4%48.9%49.5%58.6%

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

-

50

100

150

200

250

300

350

400

Jun-19Jun-20Jun-21Jun-22Jun-23Jun-24Jun-25Jun-26Jun-27Jun-28Jun-29Jun-30

$m

Commercial Paper

Bank Facilities

Floating bonds

Fixed bonds

AMTN

USPP

Commercial paper (4.7%)

Bank facilities (9.2%)

Floating bonds (11.5%)

Fixed bonds (34.6%)

AMTN (14.9%)

USPP (25.1%)

Funding

28

•Reflecting increased infrastructure investment,

offset by proceeds from the sale of North

Queensland Airport, total borrowings at 30 June

2018 were flat with the prior year at $2,060m

•Committed undrawn facility headroom of c.$380m

at 30 June 2018

•Committed to our A-credit rating

•Dividend policy of paying ~100% of underlying

NPAT

•Dividend reinvestment plan remains in place for

the FY18 final dividend and offered at a 2.5%

discount to market price

Debt maturity profile

Sources of funding

Potential

new

issue

Outlook

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Outlook

30

Guidance

•Moderate underlying profit growth anticipated as we

enter the second year of international aeronautical

price reductions in the new FY18-22 pricing period

and infrastructure investment continues at pace

•We expect underlying net profit after tax (excluding

any fair value changes and other one-off items) in

FY19 to be between $265m and $275m

•We expect total capital expenditure in FY19 of

between $450m and $550m

•This guidance is subject to any material adverse

events, significant one-off expenses, non-cash fair

value changes to property and any deterioration due

to global market conditions or other unforeseeable

circumstances

Questions?

2018
Company

Overview

Strategy for

our future

Financial

Information

Outlook

September NZDCM Presentation

Reference material and further details

Reference material

Auckland Airport website: https://corporate.aucklandairport.co.nz/

Debt investor inquiries

Campbell De Morgan, Treasury Specialist

DDI: +64 9 255 9029

Campbell.demorgan@aucklandairport.co.nz

32

Appendices

2018
September NZDCM Presentation

Board of directors

34

James Miller

Director

Justine Smyth

Director

Christine Spring

Director

Dr Patrick Strange

Director

Sir Henry van der Heyden

Chair

Mark Binns

Director

Brett Godfrey

Director

Julia Hoare

Director

2018
September NZDCM Presentation

Significant land holdings

35

•Auckland Airport owns approximately 1,500 hectares of freehold land (250 hectares available

for investment property development, bounded by the blue line and sea shore)

•Vacant land enables staged and affordable expansion of aeronautical infrastructure as

required and ongoing rental income growth

Auckland Airport boundary

Auckland CBD

2018
September NZDCM Presentation

5.8

5.6

4.9

4.6

4.3

4.1

2.3

2.2

2.1

1.9

1.9

1.8

201820172016201520142013

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

Tonnes (m)

Domestic MCTOW

International MCTOW

55,693

54,879

49,828

46,692

45,809

44,314

118,583

114,366

107,944

104,264

107,454

110,832

201820172016201520142013

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

Domestic aircraft

movements

International aircraft

movements

Runway movements growing

36

Aircraft movements

MCTOW

•Increased connectivity to new and existing destinations reversed a 7 year decline in total aircraft

movements from FY16

•International MCTOW up 14.2% as an increasing number of long haul destinations resulted in a

higher proportion of larger, heavier aircraft

•Domestic MCTOW continues to benefit from increased proportion of A320s

2018
September NZDCM Presentation

37

Underlying profit reconciliation

The following adjustments have been made to show underlying profit after tax for the 12-month periods ended 30 June 2018 and 30 June 2017:

-We have reversed out the gain arising from the sale of our investment in North Queensland Airports. This sale was a one-off transaction that does not

reflect normal business activities

-We have reversed out the impact of revaluations of investment property in 2018 and 2017. An investor should monitor changes in investment

property over time as a measure of growing value. However, a change in one particular year is too short to measure long-term performance. Changes

between years can be volatile and, consequently, will impact comparisons. Finally, the revaluation is unrealised and, therefore,is not considered

when determining dividends in accordance with the dividend policy. None of the property, plant and equipment revaluation in 2018affected reported

profit. Therefore, no underlying profit adjustment was required in 2018, nor in 2017 in which there was no property, plant and equipment revaluation

-We have reversed out the impact of derivative fair value movements. These are unrealised and relate to basis swaps that do not qualify for hedge

accounting as well as the ineffective valuation movement in other derivatives. The group holds its derivatives to maturity soany fair value movements

are expected to reverse out over their remaining lives. Further information is included in note 18.2 of the financial statements

-In addition, to be consistent, we have adjusted the revaluations of investment property and financial derivatives that are contained within the share of

profit of associates in 2018 and 2017

-We have also reversed the taxation impacts of the above movements in both the 2018 and 2017 financial years

20182017

For the year ended 30 June

Reported

profit

$m

Adjustments

$m

Underlying

profit

$m

Reported

profit

$m

Adjustments

$m

Underlying

profit

$m

EBITDAFI

506.4-506.4473.1-473.1

Share of profitsofassociates

16.7-16.719.4(4.5)14.9

Gain on sale of associate

297.4(297.4)----

Derivative fair value movement

(0.7)0.7-2.5(2.5)-

Investment property revaluation

152.2(152.2)-91.9(91.9)-

Property, plantand equipment revaluation

------

Depreciation

(88.9)-(88.9)(77.9)-(77.9)

Interest expense and other finance costs

(77.2)-(77.2)(72.8)-(72.8)

Taxation expense

(155.8)61.9(93.9)(103.3)13.8(89.5)

Profit after tax

650.1(387.0)263.1332.9(85.1)247.8

2018
September NZDCM Presentation

Important Notice and Glossary

Disclaimer

This presentation is for preliminary information purposes only and is not an offer to sell or the solicitation of any offer to purchase or subscribe for any

financial products and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. The information in

this document is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy,

correctness and completeness cannot be guaranteed.

All of the data provided in this document is derived from publicly available information in relation to Auckland Airport (including the annual report of Auckland

Airport for its financial year ended 30 June 2018), unless otherwise indicated.

Any internet site addresses provided in this presentation are for reference only and, except as expressly stated otherwise, the content of any such internet

site is not incorporated by reference into, and does not form part of, this presentation.

This presentation may contain forward looking statements with respect to the financial condition, results of operations and business, and business strategy,

of Auckland Airport. Auckland Airport gives no assurance that the assumptions upon which Auckland Airport based its forward looking statements on will be

correct, or that its business and operations will not be affected in any substantial manner by other factors not currently foreseeable by Auckland Airport or

beyond its control. Accordingly, Auckland Airport can make no assurance that the forward looking statements will be realised.

All currency amounts are in New Zealand dollars unless otherwise stated and figures, including percentage movements, are subjectto rounding.

This presentation is dated 24 September 2018.

Glossary

ARPSAverage revenue per parking space

ASQAirport service quality

CAACivil Aviation Authority of New Zealand

CAGRCompound annual growth rate

EBITDAFIEarnings before interest, taxation, depreciation, fair value adjustments and investments in associates

IATAInternational Air Transport Association

MCTOWMaximum certified take off weight

NPATNet profit after tax

PAXPassenger

PSE3Price setting event 3 (FY18-FY22)

PSRPassenger spend rate

WALTWeighted average lease term

38

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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