Issue of Performance Rights

T O
Listed Company Relations
NZSX Market
V I A N Z M A P

C C
Company Announcements Office
Australian Stock Exchange
V I A A S X
O N L I N E

F R O M
Liz Lawless
Corporate Legal Services
D A T E
15 October 2018
N U M B E R O F P A G E S I N C L U D I N G C O V E R S H E E T
Two
S U B J E C T
ISSUE OF PERFORMANCE RIGHTS

In 2015, Air New Zealand Limited (AIR) (the Company) adopted a new Long Term Incentive
Performance Rights Plan (the Plan).
The Company advises that it has issued 4,287,459 performance rights for no consideration to
the Chief Executive Officer and selected executives under the Plan. The performance rights
were issued on 12 October 2018 as approved by the directors of the Company on 26
September 2018.
The performance rights issued under the Plan give participants the right to receive ordinary
shares in the Company subject to certain vesting conditions being met on or after
11 September 2021. The vesting of performance rights are subject to the Company’s share
price outperforming a comparison index made up 50:50 between the NZX All Index and the
Bloomberg World Airline Index over a three year measurement period from the date of issue.
In particular:
(a) 50% of performance rights will vest if the Company’s share price has matched the index
over the measurement period; and

(b) for each 1% the share price outperforms the index, a further 2.5% of performance rights
will vest until reaching the maximum 100%.

If the share price does not match the index on the third anniversary of the issue date, there will
be a further six-month opportunity for the performance rights to vest.

In connection with the issue, the Company advises the following details:

Issue under Air New Zealand Long Term Incentive Performance Rights Plan
Air New Zealand Limited announces that it has issued 4,287,459 Performance Rights pursuant
to Air New Zealand’s Long Term Incentive Performance Rights Plan.

In connection with the issue, Air New Zealand advises the following details:
(a) Class of security and ISIN: Performance Rights- ISIN: N/A
(b) Number of Performance
Rights issued: 4,287,459
(c) Issue Price: NIL
(d) Payment in cash: NIL
(e) Amount paid up: N/A

2
(f) Percentage of total
class of securities: 34% (of Performance Rights on issue)
(g) Reason for issue: Issued under the Air New Zealand Long Term
Incentive Performance Rights Plan
(h) Specific authority for issue: Directors’ Resolution
(i) Terms or details of issue: Issued under the Air New Zealand Long Term
Incentive Performance Rights Plan
(j) Total number of securities of
the class after issue: 12,699,760 (Performance Rights)
(k) Treasury Stock: Not applicable
(l) Date of issue: 12 October 2018 (Grant Date: 11 September 2018,
Vesting Date 11 September 2021)

---

NE W Is SLiE ANN o1.1N C E MEN T,
APPLICATION FOR QUOTATION OF
ADDITIONAL SE C11RITIE S
AND AGREEMENT
APPENDIX 3B
firoiviin!10/1 or dociiJi!eiiis 1101 nin!'/rrb/e 1101i' 11/1/31 be gi'I, e, I 10 ,SX ns $001i (Is drollnb/e. 1110/1!1,110ii rillddoc!!1/1e!IIS gii, e!I 10.4SX becollie, SX * propel'!y rindiiiny be Innde PIib/It
Introduced 17.96 Origin' Appeiidix 5 A1nendedli7'98.1,999.17,2000.10:9:2001. 113,002.1,112001Namc of cntity
11< NEW ZEALAND LIMITED
ABN
70 000 312685
We (the entity) give AsX the following infonnation
PART I
yoii 11/11s! collip/eie Ihe I'devniii sec!1'01is funneli SIIeeis if the I'e is 1101 eiioi!g/I JP, Ice)
ALL ISSUES
'Class of 'securities issued or to be
issued
,
Number of 'securities issued or tobe issued (if known) or nTaximum
number which may be issued
3
Principal ternis of the 'securities
(eg, if options, exercise price and
expiry date; If partly paid
'securities, the amount outstanding
and due dates for payment; if
~convertible
the
securities,
and dates for
conversion price
Perfomiance Rights to acquire Ordinary Shares
conversion)
4,287,459 Perfonnance Rights under Air New
Zealand Long Tenri Incentive Perfonnance Rights
Plan
Perfonnance Rights under Air NZ Long Tenri
Incentive Perfonnance Rights Plan issued for nilconsideration. Perfomiance Rights will convert to
shares on the third anniversary of the grant date
(11 September 2018) applying the fonnula
contained in the Air New Zealand Long Tenriincentive Perfonnance Rights Plan Rules. Final
date for exercise is six months after the thirdanniversary of the grant date.
+ See chnpier 19 for defined Ieriiis
4ppendi'x 38 Pnge I

4
Do the 'securities rank equally in allrespects from the date of allotment
with an existing 'class of quoted
'securities?
If the additional securities do not
rank equally, please state
. the date from which they do. the extent to which they
participate for the next dividend,
of a trust,
(in the
case
distribution) or interest payment
. the extent to which they do not
rank equally, other than inrelation to the next dividend,
distribution or interest payment
The Ordinary Shares issued on vesting of thePerfonnance Rights will rank equally with
existing Ordinary Shares on issue.
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identifythose assets)
7
NIL
Dates of entering ' securities Intouricertificated holdings or despatch
of certificates
Perfonnance Rights under the Air New Zealand
Long Tenri incentive Perfonnance Rights Plan.
8
Number and 'class of all
'securities quoted
Asx
on
On CIMding the securities in clause2 if applicable)
12 October 2018
Number
1,122,810,044
34,183
1,122,844,227
'Class
Ordinary Shares quoted
Plus Treasury StockTotal Securities
+ See chnp!ei' 19101' defined lei'"Is
Appendix 3B Ptige 2

9
Number and 'class of all
'securities not quoted on AsX
(incltichng the securities in clause
2 if applicable)
Number
10
12,699,760
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
'Class
Kiwi Share
753,451
Performance Rightsunder the Air New
Zealand Long Tenriincentive PerformanceRights Plan
Restricted Share Rights
under the Air New
Zealand CEO Restricted
Share RIDhts Plan
Refer to Distribution Policy on Company Web site
+ See chnp!er 19101' defined fernis
Appendi'x 38 Pnge 3

FART 2
11
Is securityrequired?
BONUS ISSUE OR PRO RATA ISSUE
Is the issue renounceable or non-renounceable?
13
holder
Ratio in which the securities will N Abe offered
approval
Class of securities to which the N A
offer relates
15
N/A
Record date
entitlements
NA
Will holdings on different registers
(or subregisters) be aggregated forcalculating entitlements?
to
Policy for deciding entitlements in N/Arelation to fractions
determine
Names of countries in which the N/A
entity has security holders whowill not be sent new issue
documents
Note: Security holders must be told 110w 1/1eirentitlements are to be dealt willICross reference: rule 7.7
N/AN/A
19
Closing date for receiptacceptances or renunciations
of N/A
+ See chopier 19 for defined Ierms
Appendix 3B Page 4

20
Names of any underwriters
21
Amount of any undervriting fee or
22
coriumission
Names of any brokers to the issue
23
Fee or commission payable to thebroker to the issue
24
N/A
Amount of any handling feepayable to brokers who lodge
acceptances or renunciations on
behalf of ~security 1101ders
N/A
25
If the
contingent
on
Issue Is
'security holders' approval, the date
of the meeting
N/A
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent topersons entitled
If the entity 11as Issued options, andthe ternTs entitle option holders to
participate on exercise, the date on
which notices will be sent to optionholders
N/A
27
N/A
N/A
28
Date rights trading will begin (if
applicable)Date rights trading will end (if
applicable)
29
N/A
30
N/A
How do 'security holders sell 111eir
entitlements 117 11/11 through a
broker?
31
How do 'security holders sell pull
of their entitlements through a
broker and accept for the balance?
N/A
N/A
N/A
N/A
+ See chnpiei' 19 for dell'lied lei. ms
4ppendix 3B Pnge 5

32
How do security holders dispose N/Aof their entitlements (except by salethrough a broker)?
Despatch date
33
PART 3 QUOTATION OF SECURITIES
you need only coinp/e!e Ihis sec!ion ryou dye applying/or quo!rino" of securi'ti^s
Type of securities
34
(tick one)
Securities described in Part I (Ordinary Shares only)
(a)
.
.
N/A
(b)
ENTITIES THAT HAVE TICKED Box 34(A)
All other securities
Example restricted securities at tile end of 1/1e escrowed period. partly paid securities Inai become fully paid. einployee
incentive share securities WITen restriction ends. securities issued on expiry or conversion of convertible securities
ADDITIONAL SECURITIES FORMING A NEW CLASS OF
SECURITIES
nck 10 i, ,drco!e you are providrng Ihe Into final1011 or
documen!s
35
..
36
If the securities are equity securities, the names of the 20 largest holders of the
additional securities, and the number and percentage of additional securities held bythose holdersIf the securities are equity securities, a distribution schedule of the additional
securities setting out the number of holders in the categories
I - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
A copy of any trust deed for the additional securities
37
.
+ See chop!er 19 for defined Ierms
Appendix 3B Page 6

ENTITIES THAT HAVE TICKED Box 34(B)
38
Number of securities for which
~quotation is sought
39
Class of 'securities for which
quotation is sought
40
Do the 'securities rank equally in allrespects from the date of allotment
with an existing ~class of quoted'securities?
If tlie additional securities do not
rank equally, please state
. the date from \vhicli they do. the extent to which they
participate for the next dividend,
of a trust,
(in the
case
distribution) or interest payment
. the extent to which they do not
Talk equally, other than inrelation to the next dividend,
distributioil or interest payment
41
Reason for request for quotationnow
E\ainplc: 111 111e case or resiricied securiiies. end of
reslriclion period
(if issued upon conversion ofanother security, clearly identify that
other security)
42
Number and 'class of all ~securities
AsX (Ihc/liding the
quoted
011
securities in clause 38)
Number
'Class
+ See chnpier I9 for del^^led Ie, Ills
appendix 3B Pnge 7

QUOTATION AGREEMENT
'Quotation of our additional 'securities is in AsX's absolute discretion. AsX may
quote the 'securities on any conditions it decides
We warrant the following to AsX
The issue of the 'securities to be quoted complies with the law and is not for
an illegal purpose
There is no reason why those ~securities should not be granted 'quotation.All offer of the 'securities for sale within 12 months after their issue willnot require disclosure under section 707(3) or section 10/2C(6) of the
Corporations Act.
2
..
.
Noie: An entity may need 10 obtain appropriaie warranties from subscribers for tile securiiics in order to be able 10 give
11/15 warranty
.
Section 724 or section 10/6E of the Corporations Act does not apply to any
applications received by us ill relation to any 'securities to be quoted and
that no-one has any right to return any "securities to be quoted under
sections 737,738 or 10/6F of the Corporations Act at the time that we
request that the 'securities be quoted.
.
We warrant that if confinnation is required under section 10/7F of the
Corporations Act in relation to the 'securities to be quoted, it has been
provided at the time that we request that the 'securities be quoted.
If we are a trust, we warrant that no person has the right to return the'securities to be quoted under section I0 19B of the Corporations Act at thetime that we request that the 'securities be quoted.
.
1/1 12003
+ See chnp!er 19 for defined lei. ms
Appendix 3B Page 8

We will indemnify AsX to the fullest extent peruiitted by law in respect of any
claim, action or expense arising from or connected with any breach of the warrantiesin this agreement.We give AsX the information and documents required by this fomi. If any
infonnation or document not available now, will give it to AsX before quotation of
the securities begins. We acknowledge that AsX is relying on the infonnation and
documents. We warrant that they are (will be) true and complete.
Sign here:
Print name: Karen Claylon
Date: ... 15 Octobe 2 18
pany secretary)
I 12003
+ See chop!er 19 for defined refms
Appendix 38 Page 9