AIA – AA Term Sheet for retail bond offer

26 September 2018
Joint Lead Managers
Final terms sheet for
fixed rate bonds due
10 October 2024
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Final Terms Sheet

Terms Sheet
2
Auckland International Airport Limited
Final 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 NZ$150,000,000 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 26 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 RatingsLong-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
NZ$150,000,000.
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
3.51 per cent per annum, being the aggregate of the Base Rate and the
Margin on 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.
Margin
0.95 per cent per annum.
Interest Payment Dates
10 April and 10 October in each year until and including the Maturity Date.
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.

Terms Sheet
4
Auckland International Airport Limited
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.