Air New Zealand/Announcement
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Issue of Restricted Share Rights

Capital Change15 October 2018AIRIndustrials

Air New Zealand Limited, 185 Fanshawe Street, Auckland
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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

One

S U B J E C T

ISSUE OF RESTRICTED SHARE RIGHTS


In 2016 Air New Zealand Limited (the Company) adopted a Chief Executive Officer Restricted

Share Rights Plan (Plan).

The Company advises that it has made a grant of 242,643 restricted share rights under the

plan to Christopher Luxon. These restricted share rights were issued on 12 October 2018.

Each restricted share right issued under the Plan gives the holder the right to receive one fully

paid ordinary share in the Company, subject to the holder remaining employed by the

Company on the vesting date. The vesting date for this issue of restricted share rights is

31 December 2019 for 145,586 of the rights and 31 December 2020 for the balance (97,057)

of the rights.

When considering whether to issue restricted share rights under the Plan in respect of a

financial year, the Board will assess the Chief Executive Officer’s performance against the

individual objectives set for that financial year. Future issues of restricted share rights will be

considered on an annual basis. The Plan is expected to continue through to the financial year

ending 30 June 2020.

---

NEW ISSUE ANNOUNCEMENT,
APPLICATION FOR QUOTATION OF

ADDITIONAL SE C1.1RITIE S

AND AGREEMENT

APPENDIX 3B

Into final!'o11 or doci, merits ,101 available flow inns! be given to AsX OS soon OS aunt/able. I'dbr, ,10/10/1 and

doct, me, ,!s given to AsXbecome, SX's property and hidy be modepub/It

Introduced 1796. Origin: Appendix 5. Amended 1798.1999.172000.3092001.1132002. I 12003Name of entity

11< NEW ZEALAND LIMITED

anN

70000 312685

We (the entity) give AsX the following inforrnation.

PART I

you nit, SI coinp/e!e Ihe relev0,11 seci, 'ons @110ch sheers tithere is nor enough space)

ALL ISSUES

'Class of 'securities issued or to be Restricted Share Rights to acquire Ordinary

issued

Shares

Number of 'securities issued or to

be issued (if known) or maximumnumber which may be issuedPrincipal ternis of the securities

(eg, if options, exercise price and

Restricted Share Rights under Air New Zealand

expiry date; if partly paid

CEO Restricted Share Rights Plan issued for nil

securities, the amount outstanding

and due dates for payment; if consideration. Restricted Share Rights will

the convert to shares on the dates set out in the rules

convertible

securities,

and dates for

of the Air New Zealand CEO Resincted Share

conversion priceconversion)

Rights Plan, being 145,586 on 31 December 2019

and 97,057 on 31 December 2020, provided the

CEO remains in the role of CEO at these dates.

242,643 Restricted Share Rights under Air NewZealand CEO Resincted Share Rights Plan

+ See chapter 19 for defined rerms

Appendix 3B Page I

4
Do the securities rank equally in all The Ordinary Shares issued on vesting of the

respects from the date of allotment

Restricted Share Rights will rank equally with

with an existing class of quoted

existing Ordinary Shares on issue.

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 thedistribution) or interest payment

. the extent to which they do not

rank equally, other than in

relation to the next dividend,

distribution or interest payment

case

Issue price or consideration

6

Purpose of the issue

(If issued as consideration for the

acquisition of assets, clearly identifythose assets)

NIL

Dates of entering securities into

uricertificated holdings or despatch

of certificates

Restricted Share Rights under the Air NewZealand CEO Resincted Share Rights Plan.

Number and class of all

quoted

AsX

securities

on

Uricl"at"g the securities in clause2 if applicable)

12 October 2018

Number

I, 122,81 0,044

34,183

1,122,844,227

Class

Ordinary Shares quotedPlus Treasury StockTotal Securities

+ See chap!er 19 for defined rerms

Appendix 38 Page 2

Number and class of all
securities not quoted on AsX

On CIMdrng the securities in clause2 if applicable)

Number

12,699,760

Dividend policy (in the case of a Refer to Distribution Policy on Company Web site

trust, distribution policy) on theincreased capital (interests)

Class

Kiwi Share

753,451

Perfonnance Rights

under the Air New

Zealand Long Tenri

incentive Perfonnance

Rights Plan

Resincted Share Rights

under the Air New

Zealand CEO Resincted

Share Rights Plan

+ See chopier 19 for defined rerms

Appendix 38 Poge 3

PART 2
11

Is securityrequired?

BONUS ISSUE OR PRO RATA ISSUE

Is the issue renounceable or non- N A

renounceable?

holder

Ratio in which the securities will N Abe offered

14

approval N/A

Class of securities to which the N/A

offer relates

Record date

entitlementsWill holdings on different registers N/A

(or subregisters) be aggregated for

calculating entitlements?Policy for deciding entitlements in N/Arelation to fractions

to

determine

Names of countries in which the N/A

entity has security holders whowill not be sent

new Issue

documents

Note: Security holders In us I be told now 111eirentitlements are to be dealt with

Cross reference: rule 7.7

NA

Closing date for receiptacceptances or renunciations

of N/A

+ See chopier 19 for defined terms

Appendix 38 Page 4

20
Names of any undervriters

21

Amount of any underuriting fee or N/A

22

coinmission

Names of any brokers to the issueFee or commission payable to the N/A

broker to the issue

24

N/A

Amount of any handling feepayable to brokers who lodge

acceptances or renunciations onbehalf of security holders

If the issue is contingent on N/A

security holders' approval, the date

of the meeting

Date entitlement and acceptance N/A

form and prospectus or Product

Disclosure Statement will be sent topersons entitled

If the entity has issued options, and N/Athe terms entitle option holders to

participate on exercise, the date on

which notices will be sent to option

holders

N/A

N/A

28

Date rights trading will begin Of N/A

applicable)Date rights trading will end Of N/A

applicable)

29

30

How do security holders sell their N/A

entitlements in lull through a

broker?

31

How do security holders sell parr N/A

of their entitlements tlrrough a

broker and accept for the balance?

+ See chop!er 19 for defined refms

Appendix 38 Page 5

32
How do security holders dispose

of their entitlements (except by salethrough a broker)?

Despatch date

33

QUOTATION OF SECURITIES

PART 3

you need only coinp/eie Ihis seeri'on ryou rife applying. for quoioiio" of securiii^s

34 Type of securities

(tick one)

Securities described in Part I (Ordinary Shares only)

N/A

(a)

.

.

N/A

(b)

ENTITIES THAT HAVE TICKED Box 34(A)

All other securities

Example: restricted securities at 111e end of 111e escrowed period. partly paid securities Inai be coine fully paid. employee

incentive share securities WITen restriction ends. securities issued on expiry or conversion of convertible securities

ADDITIONAL SECURITIES FORMING A NEW CLASS OF

SECURITIES

nck to indicaie you ore providrng Ihe Informnii'0, , or

documents

35

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 by

those holders

If 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 - 100,000100,001 and over

36

37

A copy of any trust deed for the additional

securities

+ See chop!er 19 for defined Ierms

Appendix 38 Page 6

ENTITIES THAT HAVE TICKED Box 34(B)
38

Number of securities for which

quotation is sought

39

Class of securities

quotation is sought

Do the securities rank equally in allrespects from the date of allotment

with an existing class of quoted

securities?

for which

If the additional securities do notrank equally, please state:

. the date from which they do. the extent to which they

participate for the next dividend,

(in the

of a trust,

distribution) or interest payment

. the extent to which they do not

rank equally, other than inrelation to the next dividend,distribution or interest payment

case

Reason for request for quotationnow

Example: In Ihe case of restricted securities. end of

restriction period

(if issued upon conversion ofanother security, clearly identify that

other security)

Number and class of all securities

quoted on AsX (litchidihg thesecurities in clause 38)

Number

Class

+ See chop!er 19 for defined rerms

Appendix 3B Page 7

QUOTATION AGREEMENT
Quotation of our additional securities ism 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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give

111is warranty

Section 724 or section 10/6E of the Corporations Act does not apply to any

applications received by us in relation to any securities to be quoted andthat 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 confirmation 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 10/9B of the Corporations Act at the

time that we request that the securities be quoted.

I 112003

+ See chopier 19 for defined refms

Appendix 38 Foge 8

We will indenrriify 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 infonnation and documents required by this fomi. If any

information or document not available now, will give it to AsX before quotation ofthe securities begins. We acknowledge that AsX is relying on the infonnation anddocuments. We warrant that they are (will be) true and complete.

Sign here:

Print name: Karen Clayton

Date: ... 15 0 tober2018

(Company secretary)

11/12003

+ See chop!er 19 for defined terms

Appendix 3B Page 9

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