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AIA – Notice of Meeting and Proxy Form 2018

AGM9 October 2018AIAIndustrials

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AUCKLAND INTERNATIONAL AIRPORT LIMITED

Notice of Annual Meeting

Notice is hereby given that the 2018 annual meeting of the shareholders of

Auckland International Airport Limited will be held at the Vodafone Events

Centre, 770 Great South Road, Manukau, Auckland, or online at

www.virtualmeeting.co.nz/aia18 on Wednesday 31 October 2018,

commencing at 10:00am.

BUSINESS
A. Chair’s Address

B. Chief Executive’s Address

C. Financial Statements and Reports: To receive and

consider the financial statements of the company for the

year ended 30 June 2018, together with the directors’

and auditor’s reports to shareholders.

D. Resolutions: To consider, and if thought fit to pass, the

following ordinary resolutions (which require the approval

of a simple majority of the votes cast on the resolution):

1. Re-election of Patrick Strange: That Patrick Strange,

who retires by rotation and who is eligible for re-

election, be re-elected as a director of the company

(see explanatory note).

2. Re-election of Brett Godfrey: That Brett Godfrey,

who retires by rotation and who is eligible for re-

election, be re-elected as a director of the company

(see explanatory note).

3. Election of Mark Binns: That Mark Binns, who has

been nominated by the Board to stand as a director,

be elected as a director of the company (see

explanatory note).

4. Election of Dean Hamilton: That Dean Hamilton,

who has been nominated by the Board to stand as

a director, be elected as a director of the company

(see explanatory note).

5. Election of Tania Simpson: That Tania Simpson,

who has been nominated by the Board to stand as

a director, be elected as a director of the company

(see explanatory note).

6. Directors’ Remuneration: That the total quantum of

annual directors’ fees be increased by $36,720 from

$1,530,000 to $1,566,720, such amount to be divided

amongst the directors as they deem appropriate (see

attached explanatory note and voting exclusion).

7. Auditor: That the directors be authorised to fix the fees

and expenses of the auditor.

E. Other Business: To consider any other matters that may

lawfully be considered at the meeting.

By order of the Board.

MORAG FINCH, Acting Company Secretary

26 September 2018

EXPLANATORY NOTES

Proxy vote: A shareholder entitled to attend and vote at the

meeting is entitled to appoint a proxy to attend and vote instead

of the shareholder. The proxy need not be a shareholder. The

Chair of the meeting is willing to act as proxy for any shareholder

who wishes to appoint him for that purpose. If you appoint the

Chair and you do not indicate how the Chair should vote, the

Chair will vote in favour of the resolutions, unless the chair is

specifically excluded from voting on a particular resolution. To be

effective, the proxy form must be received at the registered office

of the company or by the share registrar of the company, Link

Market Services Limited, Level 11, Deloitte Centre, 80 Queen

Street, Auckland, New Zealand or by mail to P O Box 91976,

Auckland 1142, New Zealand, email or fax not later than 48 hours

before the start of the meeting in accordance with the instructions

on the proxy form.

A corporate shareholder may appoint a person to attend the

meeting as its representative in the same manner as it could

appoint a proxy.

You may also appoint your proxy online as per the instructions on

the proxy form.

Resolutions 1 and 2. Re-election of Directors

Patrick Strange, Brett Godfrey, James Miller and Sir Henry van

der Heyden are the directors retiring in 2018. Patrick Strange and

Brett Godfrey, being eligible for re-election, offer themselves for

re-election. Sir Henry van der Heyden and James Miller come

to the end of their tenure on the Board this year and will be

retiring from the Board at the end of the meeting. The Board has

appointed Patrick Strange as the new Chair effective at the end

of annual meeting, subject to him being re-elected to the Board at

the annual meeting.

Brief biographical notes of the directors seeking re-election are

as follows:

Patrick Strange

Term of Office

Appointed as a director 22 October 2015

Board Committees

Terminal Development Project Committee

(Chair)

People and Capability Committee

Safety and Operational Risk Committee

Biography

Patrick Strange was appointed as a director of the company in

2015. He is the Chair of the company’s terminal development

project committee and in 2018 Patrick was also a member of the

company’s people and capability committee and the safety and

operational risk committee.

Patrick is currently the Chair of Chorus Limited and the Chair of

Chorus’s nominations committee. Patrick is also a director of

Mercury NZ Limited, NZX Limited and Essential Energy.

Patrick’s background includes experience as the Chief Executive

of Mercury Energy (now Vector Limited) where he went on to build

the network unit into a successful standalone business, as well

as Chief Executive of Transpower. During his tenure, Transpower

successfully completed a major, multi-billion dollar reinvestment

in the grid.

Notice of Meeting 2018

Auckland International Airport Limited

1

Brett Godfrey
Term of Office

Appointed as a director 28 October 2010

Last re-election 2015 annual meeting

Board Committees

People and Capability Committee

Safety and Operational Risk Committee

Biography

Brett Godfrey was appointed as a director of the company in 2010.

Brett is a Chartered Accountant and has had a 20 year career in

the airline industry, holding senior finance positions, culminating

in conceptualising and writing the business plan for what is

now Virgin Australia Limited. He was the airline’s founding Chief

Executive and led the company until 2010. Today he maintains his

connection to the industry as a director of Canada’s publicly listed,

second-largest airline, Westjet. Brett is also Chair of Tourism and

Events Queensland, Queensland’s marketing body.

Brett has been awarded the Australian Centenary Medal for his

service to tourism and aviation, was recognised as the Australian

Chief Executive of the Year by the Customer Service Institute of

Australia and the Outstanding Chartered Accountant in Business

by the Australian Institute of Chartered Accountants.

The Board unanimously recommends that shareholders vote in

favour of the re-election of Patrick Strange and Brett Godfrey.

Both Patrick Strange and Brett Godfrey are considered by the

Board to be independent directors.

Resolution 3. Election of a Director

A brief biographical note of Mark Binns, seeking election

is as follows:

Mark Binns

Term of Office

Appointed as a director April 2018, being

eligible, Mark Binns offers himself for election

at this annual meeting

Board Committees

People and Capability Committee

Safety and Operational Risk Committee

Terminal Development Project Committee

Biography

Non-executive director Mark Binns was appointed as a director

of the company by the Board in April this year and now offers

himself for election by shareholders.

Mark spent most of his career at Fletcher Building and its

predecessor Fletcher Challenge, where he was principally involved

in construction, property and heavy building materials. His final

position was Chief Executive of the Infrastructure Division of

Fletcher Building, its largest and most profitable division. During

this time he was responsible for the delivery of major projects

such as Sky City Casino and Sky Tower, Te Papa Tongarewa,

Manapouri Second Tailrace Tunnel, Eden Park World Cup

redevelopment, Waterview Connection and Wiri Prison PPP.

He was also responsible for construction and building material

operations in the US, South America, Asia, India and the

South Pacific.

Mark brings listed company CEO experience having moved to

Meridian Energy at the beginning of 2012 for the preparation of

its IPO in 2013. The IPO was the largest in NZ’s history. He retired

from Meridian Energy at the end of 2017 with the company having

produced strong earnings and share price growth since listing.

Mark has joined the Boards of Metlifecare, Auckland War

Memorial Museum and Crown Infrastructure Partners.

By background Mark is a lawyer and was a partner at Simpson

Grierson practising in the corporate and banking areas before

leaving to join Fletcher Challenge in 1989.

The Board unanimously recommends that shareholders vote

in favour of the election of Mark Binns. He is considered by the

Board to be an independent director.

Resolution 4. Election of a Director

A brief biographical note of Dean Hamilton, seeking election

is as follows:

Dean Hamilton

Biography

Non-executive director Dean Hamilton, was

nominated to be appointed as a director of the

company by the Board in September and now,

offers himself for election by shareholders.

Dean comes to Auckland Airport with

significant CEO and financial markets

experience. Most recently he was CEO of Silver Fern Farms

Limited where he successfully led the business through a

period of significant change. This followed 12 years at global

investment bank Deutsche Bank. During his time at Deutsche

Bank in New Zealand and Australia, Dean held senior roles

providing advice to clients across a range of sectors. Prior to

Deutsche Bank, Dean held roles in manufacturing and general

management in retail.

Dean brings experience at running a large organisation with a wide

range of stakeholders as well as a deep understanding in finance

and capital markets.

Following his retirement from Silver Fern Farms this year, Dean has

joined the Boards of Fulton Hogan and Tappenden Holdings.

The Board unanimously recommends that shareholders vote in

favour of the election of Dean Hamilton. He is considered by the

Board to be an independent director.

Resolution 5. Election of a Director

A brief biographical note of Tania Simpson seeking election

is as follows:

Tania Simpson

Biography

Non-executive director Tania Simpson, was

nominated to be appointed as a director of the

company by the Board in September and now

offers herself for election by shareholders.

Tania is a director of the Reserve Bank

of New Zealand, Ngai Tahu Tourism,

Tainui Group Holdings Ltd, Moko Club NZ and Deep South

Challenge. Tania is also a Board member of Global Women NZ

and a member of the Waitangi Tribunal. She is a Trustee of the

Waitangi National Trust and Chair of Radio Maniapoto. Prior to

this, Tania spent 14 years as a director of Mighty River Power

from its beginnings as a State Owned Enterprise through to its

successful listing in 2013.

Tania is known for her work with Maori communities. Her

experience includes time spent as a Maori Advisor Officer for

the Housing Corporation of NZ before moving into central

government as a Senior Policy Analyst on housing policies.

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Notice of Meeting 2018
Auckland International Airport Limited

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She has also helped negotiate agreements for Maori

communities through her time at Treasury Group Ltd and has

worked on a number of Treaty settlements.

The Board unanimously recommends that shareholders vote

in favour of the election of Tania Simpson. She is considered by

the Board to be an independent director.

Resolution 6. Directors’ remuneration

The amount of fees paid to directors was last increased at the

2017 annual meeting, when shareholders approved a total

quantum of annual directors’ fees of $1,530,000.

The directors maintain a share purchase plan pursuant to which

the directors each apply 15% of their base fee to acquire shares

in the company. FNZC, as manager of the plan, acquires these

shares on behalf of the directors over the five business days

commencing two days after the company’s half year and full year

results announcements. Directors are required to remain in the

plan until one year after their retirement from the Board.

Each year, the people and capability committee of the Board

reviews the level of directors’ remuneration. The committee

considers the skills, performance, experience and level of

responsibility of directors when undertaking the review,

and is authorised to obtain independent advice on market

conditions. After taking external advice, the committee makes

recommendations to the Board on the appropriate allocation

of fees to directors, and shareholders approve a fee pool for

directors at the annual meeting.

The Board is also mindful of clear shareholder feedback that,

where directors’ fee increases are necessary and justified, they

should be linked to company performance and be small regular

adjustments rather than large and infrequent.

Taking these factors into account, the Board proposes a modest

increase in the directors’ fee pool of $36,720 from $1,530,000

to $1,566,720 (an increase of 2.4%), such amount to be divided

among directors as they deem appropriate from time to time.

Should the resolution be passed, the initial allocation will range

from 0% to a 2.4% increase, and will be as follows:

OfficeCurrent

Remuneration

Proposed

Remuneration

Chair (inclusive of all committee

fees)

$250,000$256,000

Other directors’ base fee$118,320$121,160

Chair of audit and financial risk

committee

$50,779$50,779

Member of audit and financial risk

committee

$25,390$25,390

Chair of safety and operational

risk committee

$26,500$27,136

Member of safety and operational

risk committee

$13,250$13,570

Chair of people and capability

committee

$26,500$27,136

Member of people and capability

committee

$13,250$13,570

Ad hoc committee work (per day)$2,650$2,650

This proposal provides for a full complement of eight

directors (the maximum permitted pursuant to the company’s

constitution). Remuneration for ad hoc committee work will only

be paid for specific identified assignments approved in advance

by the Board.

The company will disregard any votes cast on this resolution by:

• any director of the company; and

• an Associated Person (as defined in the NZX Main Board

Listing Rules) or an Associate (as defined in section 11 and

sections 12 and 16 of the Corporations Act (Australia) with

section 12 being applied as if it were not confined to

associate references in chapter 6 of that Act and on the basis

that the company is the “designated body” for the purpose of

that section, and includes a related party of a director of the

company) of any directors of the company.

However, the company need not disregard a vote if it is cast by

a disqualified person if that person is a proxy for a person who is

entitled to vote on this resolution in accordance with the express

instructions on the proxy form.

Resolution 7. Auditors

Deloitte is automatically reappointed auditor under section 207T

of the Companies Act 1993. This resolution authorises the Board

to fix the fees and expenses of the auditor as required by section

207S of the Companies Act 1993.

Voting

Attending the Meeting

Shareholders attending the annual meeting can vote electronically

by using the LinkVote App. To vote electronically, a shareholder

must download the LinkVote App on the Apple App Store or

Google Play Store to vote at the meeting using your mobile

phone. Alternately, a poll card will be provided at registration for

voting purposes.

Other participation methods

This year the company will enable shareholders to attend and

participate in the annual meeting without being physically present

at the meeting by attending the meeting online.

Online participation

To participate online please go to www.virtualmeeting.co.nz/

aia18. Shareholders participating online will be able to ask

questions during the meeting via the chat function. Information

on participating via this function can be retrieved during the

meeting through the ‘Question’ button. Please note, if you will

be participating online you will require your shareholder number,

found on your proxy form, for verification purposes.

ANNEXURE A
COMPANIES ACT DISCLOSURE DOCUMENT

RELATING TO THE GIVING OF FINANCIAL

ASSISTANCE BY THE COMPANY FOR THE

PURCHASE OF SHARES UNDER THE AUCKLAND

INTERNATIONAL AIRPORT EMPLOYEE SHARE

PURCHASE PLAN

TO: ALL SHAREHOLDERS OF THE COMPANY

INTRODUCTION

1. This document is provided to you for your information.

You are not required to take any action in relation to it.

2. This document is provided to all shareholders of

Auckland International Airport Limited (the Company) in

accordance with the requirements of sections 78(5) and

79 of the Companies Act 1993, in respect of financial

assistance to be provided by the Company for the

purposes of a further invitation to employees of the

Company to participate in the Company’s Employee

Share Purchase Plan (the ESS Plan).

FINANCIAL ASSISTANCE

3. The Company established the ESS Plan by a trust deed

dated 19 November 1999 (as amended by a deed of

amendment and restatement to the Trust Deed dated

1 September 2018) to enable employees to acquire fully

paid ordinary shares in the Company.

4. The ESS Plan involves the Company making interest free

loans to employees to fund the acquisition of shares in

the Company. The shares will be allocated to employees

firstly from surplus shares held by the trustees of the

ESS Plan. The loans will be on an interest free basis and

will be for a term of three years. The loans will be repaid

by employees in regular instalments over this three year

term by way of a deduction from their salary or wages.

5. The maximum amount of the loans made to each

employee will not exceed $5,000 in any year. If all eligible

employees took up the maximum loan available to them

in the first year, the aggregate amount of loans made (on

the basis of the number of eligible employees of the

Company as at the date of this disclosure document)

would not exceed $1,700,000.

6. The making of those loans constitutes the giving of

financial assistance for the purpose of, or in connection

with, the purchase of a share issued or to be issued by

the Company in terms of section 76 of the Companies

Act 1993.

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RESOLUTION

Set out below is the text of the resolution of the Board of the

Company required by section 78(1) of the Companies Act 1993,

passed on 22 August 2018:

“NOTED:

A. Auckland International Airport Limited (the Company)

established the Auckland International Airport Limited Share

Purchase Plan (the Plan) by a trust deed dated

19 November 1999 (the Trust Deed) to enable employees

to acquire fully paid ordinary shares in the Company. The

Plan was established as an “employee share purchase plan”

within the meaning of section DF 7 of the Income Tax Act

1994 (which later became sections DC 12 to DC 14 of the

Income Tax Act 2007).

B. The Company wishes to amend the Trust Deed to take

advantage of the relaxed rules for “exempt ESS” under the

Income Tax Act 2007, as reformed by the Taxation (Annual

Rates for 2017-2018, Employment and Investment Income,

and Remedial Matters) Act 2018 this year (“Reformed

Rules”).

C. Pursuant to clause 15.1 of the Trust Deed, the trustees of

the Plan (the Trustees) may, with the consent of the

Company, vary the Trust Deed provided that the variations

would not adversely affect the rights of any employees in

respect of an employee’s shares held by the Trustee for that

employee. The Board has been provided with a copy of the

deed of amendment and restatement to the Trust Deed

(“Deed of Amendment”). Appended to the Deed of

Amendment is a copy of the consolidated and restated Trust

Deed, which contains all of the proposed amendments to

the Trust Deed (“Consolidated Trust Deed”), as well as a

copy of the Trust Deed with the amendments proposed

shown in mark up.

D. Once the Consolidated Trust Deed takes effect, the

Company will make the 2018 grant offers pursuant to the

Consolidated Trust Deed. The 2018 grant will involve the

Company making interest free loans to employees to fund

the acquisition of shares in the Company. The shares will be

allocated to employees firstly from surplus shares held by

the Trustees under clause 6.1 of the Consolidated Trust

Deed (“Surplus Shares”). To the extent that the number of

Surplus Shares being allocated is not sufficient to meet the

uptake of offers by participating employees, the Company

will issue new shares to the Trustees on behalf of

participating employees.

E. The making of loans to employees constitutes the giving of

financial assistance for the purpose of, or in connection with,

the purchase of a share issued or to be issued by the

Company in terms of section 76 of the Companies Act 1993

(the Act).

F. The Board has been provided with copies of the Deed of

Amendment, the Consolidated Trust Deed, the invitation

from the Company to be made pursuant to the

Consolidated Trust Deed, and the form of directors’

certificates to be given by the directors in respect of the

issue of shares, the financial assistance and satisfaction of

the solvency test.

G. The Board has also been provided with a copy of the

disclosure document that is required to be sent to each

shareholder before the provision of the financial assistance

under section 76(1)(b) of the Act.

Auckland International Airport Limited
5

Notice of Meeting 2018

Resolved:

Financial assistance

1. The Company provide to its employees financial assistance

of up to a total of $1,700,000 by way of loans made in

accordance with the Plan.

2. The giving of the financial assistance is in the best interests

of the Company.

3. The terms and conditions under which the financial

assistance is given are fair and reasonable to the Company.

4. The Board is satisfied that the Company will, immediately

after the giving of the financial assistance, satisfy the

solvency test (as defined in the Act).

5. The giving of the financial assistance is of benefit to those

shareholders of the Company not receiving the financial

assistance.

6. The terms and conditions under which the financial

assistance is given are fair and reasonable to those

shareholders not receiving the financial assistance.

7. The Board may cancel this resolution to give the financial

assistance at any time until the time it is provided by the

Company and if it does so the financial assistance shall not

be provided by the Company.

Grounds for directors’ conclusions:

1. The grounds for the directors’ conclusions are as follows:

(a) The purpose of the Plan is to encourage and incentivise

employees by providing them with a stake in the

Company and a financial interest in the performance and

success of the Company.

(b) That is in the best interests of the Company and of

benefit to its shareholders as a whole.

(c) The terms of loans made under the Plan are those

stipulated by the Income Tax Act 2007 for those types of

plans. Having regard to the advantages of the Plan to the

Company and its shareholders those terms are fair and

reasonable to the Company and its shareholders.

(d) The interim Financial Statements of the Group dated

16 February 2018 record that the assets of the Group

exceed its liabilities (including contingent liabilities)

by approximately $4,093.3 million. The draft annual

Financial Statements of the Company record that the

assets of the Company exceeded its liabilities

(including contingent liabilities) by $5,673.1 million

as at 30 June 2018.

(e) The amount of the financial assistance to be given under

the Plan, if all employees took up their maximum

entitlement, will not exceed $1,700,000.

(f) The Company is able to pay its debts as they become

due in the normal course of business and will remain

able to do so after the giving of the assistance.

(g) The directors are not aware of any circumstances which

could materially and adversely affect the conclusions

recorded above.”

SHAREHOLDER RIGHTS

7. Section 78(7) of the Companies Act 1993 confers on

shareholders and the Company certain rights to apply to the

Court to restrain the proposed assistance being given.

8. The financial assistance may be given by the Company

not less than 10 working days before and not more than

12 months after this disclosure document has been sent to

each shareholder.

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ANNUAL MEETING LOCATION
Manukau

Totara

Heights

Totara Park

AUCKLAND-HAMILTON MOTORWAY SH1

SOUTH-WESTERN MOTORWAY SH20

Redoubt Road

Great South Road

Lambie Drive

Kerrs Road

Great South Road

Vodafone Events Centre,

770 Great South Road,

Auckland, Manukau

Wednesday 31 October 2018

commencing at 10:00 am.

Auckland International Airport Limited

7

Notice of Meeting 2018

31

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LODGE YOUR PROXY
Online:

vote.linkmarketservices.com/AIA

Scan & email:

meetings@linkmarketservices.co.nz

Fax:

+64 9 375 5990

Deliver:

Link Market Services Limited

Level 11, Deloitte Centre,

80 Queen Street,

Auckland 1010

Mail:

Use enclosed reply paid

envelope or address to:

Link Market Services

PO Box 91976

Auckland 1142

Scan this QR code with your

smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PLEASE TURN OVER

PROXY FORM/ADMISSION CARD

FOR AUCKLAND AIRPORT’S 2018 ANNUAL MEETING

The Annual Meeting of Auckland International Airport Limited

(Auckland Airport) will be held at 10:00am on Wednesday 31 October

2018 at Vodafone Events Centre, 770 Great South Road, Manukau.

If you are attending the meeting, please bring this form to assist with

your registration. If you are not attending the meeting but wish to be

represented by proxy, please complete and return this form (in

accordance with the lodgement instructions above) to Auckland

Airport’s share registry, Link Market Services, by no later than 10:00

am, Monday 29 October 2018. You can also appoint your proxy and

vote on the resolutions on the reverse of this form online by going to

vote.linkmarketservices.com/AIA or by scanning the QR code

above with your smartphone.

Shareholders are also able to attend the Annual Meeting online

via the Link Market Services Virtual Annual Meeting platform at

www.virtualmeeting.co.nz/aia18. If you will be attending online,

you will require your Holder Number for verification purposes.

Shareholders who appoint a proxy to vote on their behalf can still attend

the Annual Meeting via the Virtual Annual Meeting platform, although

those shareholders will be unable to vote if a proxy is so appointed.

APPOINTMENT OF PROXY

A shareholder entitled to attend and vote 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. The Chair of the meeting is willing to act as

proxy for any shareholder who wishes to appoint him for that purpose.

If you appoint the Chair and you do not indicate how the Chair should

vote, the Chair will vote in favour of the resolutions, unless the Chair is

specifically excluded from voting on a particular resolution.

VOTING OF YOUR HOLDING

Direct your proxy how to vote by making the appropriate election,

either online or on this proxy form, in respect of each resolution. If you

return this form without directing the proxy how to vote on any

particular matter, the proxy may vote as he/she thinks fit or abstain

from voting, unless specifically excluded from voting on a particular

resolution. If you make more than one election in respect of a

resolution your vote will be invalid on that resolution. If you expressly

appoint the Chair as your proxy and elect to give them discretion on

how to vote on a resolution, you acknowledge that they will exercise

your vote in favour of resolutions 1 to 7, unless specifically excluded

from voting on a particular resolution.

ATTENDING THE MEETING

If you wish to vote in person, you should attend the meeting. Please

bring this form with you to the Meeting to assist with your registration.

A corporate shareholder may appoint a person to attend and vote at

the meeting as its representative in the same manner as that in which

it could appoint a proxy. That person need not also be a shareholder.

SIGNING INSTRUCTIONS FOR PROXY FORMS

INDIVIDUAL

This proxy form must be signed by the shareholder or his/her/its

attorney duly authorised in writing.

JOINT HOLDING

In the case of a joint shareholding, this proxy form must be signed by

each of the joint shareholders (or their duly authorised attorney).

POWER OF ATTORNEY

This proxy form and the power of attorney or other authority, if any,

under which it is signed, or a copy of that power or authority certified

by a Solicitor, Justice of the Peace or Notary Public must be

deposited or mailed to be received at the office of Link Market

Services Limited, in any manner as per the instructions below, not

later than 10:00 am, Monday 29 October 2018.

CORPORATE SHAREHOLDER

In the case of a corporate shareholder, this proxy form must be signed

by a director or a duly authorised officer acting under the express or

implied authority of the corporate shareholder, or an attorney duly

authorised by the corporate shareholder.

Go online to

vote.linkmarketservices.com/AIA to appoint your proxy

ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

FORAGAINSTABSTAINDISCRETION

1Re-election of Director*

That Patrick Strange be re-elected as a Director (supported by the Board).

2

Re-election of Director*

That Brett Godfrey be re-elected as a Director (supported by the Board).

3

Election of Director*

That Mark Binns be elected as a Director (supported by the Board).

4

Election of Director*

That Dean Hamilton be elected as a Director (supported by the Board).

5

Election of Director*

That Tania Simpson be elected as a Director (supported by the Board).

6

Directors’ Remuneration

To increase the total quantum of annual directors’ fees by $36,720 from

$1,530,000 to $1,566,720.

7

Auditors

To authorise the Directors to fix the remuneration of the Auditors for the

ensuing year.

*The Board unanimously recommends that shareholders vote in favour of the re-election of Patrick Strange and Brett Godfrey

and the election of Mark Binns, Dean Hamilton and Tania Simpson.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote

on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority for that item.

STEP 3: SIGNATURE OF SECURITY HOLDER(S) THIS SECTION MUST BE COMPLETED

SECURITY HOLDER 1 SECURITY HOLDER 2 SECURITY HOLDER 3


OR DULY AUTHORISED OFFICER OR ATTORNEY OR DULY AUTHORISED OFFICER OR ATTORNEY OR DULY AUTHORISED OFFICER OR ATTORNEY

Daytime Contact Telephone Date 2018

ELECTRONIC INVESTOR COMMUNICATIONS

If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide

your email address below.

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder(s) of Auckland International Airport Limited hereby appoint:

of

(FULL NAME) (EMAIL ADDRESS)

Or

of

(FULL NAME) (EMAIL ADDRESS)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Auckland International Airport Limited to be held on Wednesday 31

October 2018 and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended,

and on any other resolution proposed at the meeting (or any adjournment thereof) unless specifically excluded from voting on a particular resolution.

Unless otherwise instructed as below, the proxy will vote as he/she thinks fit or abstain from voting on each such resolution. The proxy is appointed

only in respect of the above meeting or any adjournment thereof.

PROXY / CORPORATE REPRESENTATIVE APPOINTMENT

& VOTING INSTRUCTIONS

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