Air NZ 2019 Notice of Annual Meeting and Voting Form

HUNUA ROOMS
Aotea Centre, 50 Mayoral Drive, Auckland
Commencing at 2:00pm
Wednesday 25 September 2019
NOTICE OF
ANNUAL
MEETING
2019

WELLESLEY ST WEST
WELLESLEY ST
HOBSON ST
NELSON ST
FEDERAL ST
ALBERT ST
ELLIOTT ST
MAYORAL DR
QUEEN ST
VINCENT ST
G RE YS AVE
MARMION ST
WAVERLE Y S T
TURNER ST
WHITE ST
MAYORAL DR
COOK ST
QUEEN ST
MAYORAL DR
WAKEFIELD ST
VICTORIA ST WEST
MYERS PARK
NOTICE OF MEETING
Notice is given that the Annual Meeting of Air New Zealand Limited
(the “Company”) will be held at:
HUNUA ROOMS
Aotea Centre, 50 Mayoral Drive, Auckland
on Wednesday 25 September 2019 commencing at 2:00pm.
*For map please see page opposite.
BUSINESS
Chairman’s Address
Chief Executive Officer’s Review
Resolution 1: TO RE-ELECT Jan Dawson
Jan Dawson retires by rotation and, being eligible, stands
for re-election. (See Explanatory Notes for profile)
Resolution 2: TO RE-ELECT Jonathan Mason
Jonathan Mason retires by rotation and, being eligible,
stands for re-election. (See Explanatory Notes for profile)
Resolution 3: TO RE-ELECT Dame Therese Walsh
Dame Therese Walsh retires by rotation and, being
eligible, stands for re-election. (See Explanatory Notes
for profile)
Resolution 4: TO APPROVE the widebody aircraft transaction
To consider and, if thought fit, pass the following resolution:
“That the Shareholders approve the Widebody Aircraft
Transaction as described in the notes accompanying this
Notice of Meeting.” (See Explanatory Notes)
Resolution 5: TO ADOPT a new Constitution
To consider and, if thought fit, pass the following resolution
as a special resolution:
“That the existing Constitution of the Company be
revoked, and the Company adopt a new Constitution in the
form tabled at the meeting and signed by the Chairman for
the purposes of identification.” (See Explanatory Notes)
Shareholder Questions
By Order of the Board

Jennifer Page
General Counsel & Company Secretary
Auckland, New Zealand
23 August 2019
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
LOCATION MAP
The Aotea
Centre
50 Mayoral
Drive

Holders on the New Zealand register will be required to enter their
CSN/Holder number and FIN and follow the instructions from there.
Holders on the Australian register will be required to enter their
Holder number and postcode and follow the instructions from there.
ORDINARY RESOLUTIONS
Each of resolutions 1-4 is to be considered as a separate ordinary
resolution. To be passed, each of these resolutions requires the
approval of a simple majority of the votes cast by the holders of the
Ordinary Shares entitled to vote and voting.
SPECIAL RESOLUTION
Resolution 5 is to be considered as a separate special resolution.
To be passed, this resolution requires the approval of a majority of
75% or more of the votes cast by the holders of the Ordinary Shares
entitled to vote and voting.
VIRTUAL ANNUAL MEETING
Shareholders and proxy holders entitled to attend and vote at
the Meeting will be able to attend the Meeting in person, or
participate in the Meeting virtually via an online platform provided
by Air New Zealand’s share registrar, Link Market Services at
airnewzealand.co.nz/annual-meeting.
Shareholders attending and participating in the Meeting virtually
via the online platform will be able to vote and ask questions during
the Meeting. More information regarding virtual attendance at the
Meeting is available in the Virtual Annual Meeting Online Portal Guide
available on our website (airnewzealand.co.nz/annual-meeting).
SHAREHOLDER QUESTIONS PRIOR
TO THE MEETING
Shareholders present at the Annual Meeting will have the opportunity
to ask questions during the meeting. If you cannot attend the Annual
Meeting but would like to ask a question you can submit a question
by completing the Question section on the Proxy / Postal Voting
Form and returning it to Link Market Services in the reply paid
envelope enclosed, or online by going to: vote.linkmarketservices.
c o m/A I R. After completing the online validation process choose
‘Questions’. Questions will need to be submitted by 2:00pm on
Monday 23 September 2019.
The Company’s External Auditor, Deloitte will be available at our
Annual Shareholder Meeting to answer questions from Shareholders
relevant to the External Audit.
PROCEDURAL NOTES
(CONTINUED)
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the Meeting are those
persons (or their proxies or representatives) registered as holding
Ordinary Shares (other than the Kiwi Share) on Air New Zealand’s
share register at 5:00pm on Monday 23 September 2019. Voting will
be by way of poll.
There are no restrictions on any shareholder or group of shareholders
to prevent them from exercising their vote on any of the resolutions
being considered at the meeting.
PROXIES AND CORPORATE
R E P R E S E N TAT I V E S
Shareholders entitled to attend and vote at the Meeting may appoint
a proxy or, in the case of a corporate shareholder, representative to
attend and vote on their behalf. A proxy need not be a shareholder
of the Company. You may, if you wish, appoint ‘The Chairman of the
Meeting’ as your proxy by filling in the proxy form to that effect.
A Proxy / Postal Voting Form, with which you can appoint a proxy,
is enclosed with this Notice of Meeting. The Chairman will vote
according to your instructions. If the Chairman is not instructed how
to vote, he will vote in favour of all resolutions.
Shareholders attending the Annual Meeting will be able to vote using
an app on their smartphones in addition to voting by ballot. Details of
how you can do this will be provided at the Annual Meeting.
P O S TA L VO T I N G
Shareholders entitled to attend and vote at the Meeting may cast
a Postal Vote instead of attending in person or appointing a Proxy
to attend. The General Counsel and Company Secretary has been
authorised by the Board to receive and count postal votes at the
Meeting. A Proxy / Postal Voting Form, with which you can cast
a postal vote, is enclosed with this Notice of Meeting.
RETURN OF PROXY / POSTAL VOTING FORMS
Proxy / Postal Voting Forms must be received at the office of
the Company’s share registrar, Link Market Services Limited, by
2:00pm on Monday 23 September 2019. Please see the front page
of the Proxy / Postal Voting Form on how to return your proxy or
postal vote.
ONLINE PROXY AND POSTAL VOTING
Shareholders can elect to lodge their proxy appointment or postal
vote online. You will need to go to the website of our share registrar,
Link Market Services: vote.linkmarketservices.com/AIR
PROCEDURAL NOTES
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP

EXPLANATORY NOTESEXPLANATORY NOTES
(CONTINUED)
ELECTION OF DIRECTORS
RESOLUTION 1
The Constitution and the Listing Rules identify the directors who
must retire by rotation at the annual meeting.
The Board has determined that all directors seeking re-election are
Independent Directors as defined in the NZX Listing Rules.
Resolution 1:
RE-ELECTION
of Jan Dawson
Jan Dawson
CNZM, BCOM, FCA
Appointed 1 April 2011
Last elected 30 September 2016
Chair of the Audit Committee
Ms Dawson is Chairman of Westpac New Zealand Limited and a
director of AIG Insurance New Zealand Limited, Meridian Energy
Limited and World Sailing. Ms Dawson is a member of the University
of Auckland Council and the Capital Investment Committee of the
Ministry of Health.
Ms Dawson was a partner of KPMG for 30 years, specialising in
audit and risk advisory, and the Chair and Chief Executive of KPMG
New Zealand from 2006 until 2011.
Ms Dawson holds a Bachelor of Commerce from the University of
Auckland. She is a Fellow of the New Zealand Institute of Chartered
Accountants, a Fellow of the Institute of Directors in New Zealand,
a Paul Harris Fellow and a North Shore Business Hall of Fame
Laureate (2010). Ms Dawson was named Chartered Accountant of the
Year in 2011 by the New Zealand Institute of Chartered Accountants.
Resolution 2:
RE-ELECTION
of Jonathan Mason
Jonathan Mason
BBA, MA, MBA
Appointed 1 March 2014
Last elected 30 September 2016
Chair of the People, Remuneration
and Diversity Committee
Mr Mason has more than 30 years’ experience in the financial
sector, with an emphasis on emerging markets.
Prior to joining Air New Zealand’s Board in March 2014, he was
Fonterra Co-operative Group’s Chief Financial Officer.
He joined Fonterra in 2009 from US-based chemicals company
Cabot Corporation where he was Executive Vice-President and
Chief Financial Officer. Prior to this he was employed as the Chief
Financial Officer at forest products company Carter Holt Harvey
Limited and also served in senior financial management positions
at US based International Paper Company.
Mr Mason has had governance experience with organisations in both
New Zealand and the US. His current directorships include Vector
Limited, Westpac New Zealand Limited and Zespri Group Limited.
Mr. Mason also serves as an Adjunct Professor of Management at the
University of Auckland, specialising in international finance.
54
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
ELECTION OF DIRECTORS
RESOLUTION 2

EXPLANATORY NOTES
(CONTINUED)
EXPLANATORY NOTES
(CONTINUED)
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
Resolution 3:
RE-ELECTION
of Dame Therese Walsh
Dame Therese Walsh DNZM, BCA, FCA
Appointed 1 May 2016
Last elected 30 September 2016
Chairman-elect
Member of the Audit Committee
Dame Therese is currently Chairman of TVNZ Limited, a director
of ASB Bank Limited, Contact Energy Limited, and Antarctica NZ,
and Pro Chancellor at Victoria University.
Previously she was the Head of New Zealand for ICC Cricket World
Cup 2015 Limited, and the Chief Operating Officer for Rugby
New Zealand 2011 Limited. She has also been a director of NZX
Limited, NZ Cricket and Save the Children NZ, Chief Financial
Officer at the New Zealand Rugby Union and part of the team that
worked on the winning bid to host RWC 2011. Prior to this she was
an auditor with KPMG.
Dame Therese is a Fellow of the New Zealand Institute of Chartered
Accountants and a commerce graduate from Victoria University.
In 2013, she was named the inaugural supreme winner of the
Women of Influence Awards and was awarded a Sir Peter Blake
Trust Leadership Award in 2014. She became a Dame Companion
of the New Zealand Order of Merit in June 2015.
Dame Therese will succeed Tony Carter as Chairman of Air New
Zealand following the 2019 Annual Shareholder Meeting, subject to
her re-election.
DEFINITIONS
787-10 AircraftBoeing 787-10 aircraft
787-10 Purchased
Aircraft
The eight 787-10 Aircraft being purchased by
Air New Zealand from Boeing under the terms
of Letters of Intent signed on 27 May 2019
787-9 Aircraf tBoeing 787-9 aircraft
777-200ER AircraftBoeing 777-200ER aircraft
BoeingThe Boeing Company
Companies ActThe Companies Act 1993
GEThe General Electric Company
GE AviationGE Aviation, a business unit of GE
GEnxGE GEnx-1B engine
Option RightsThe 787-10 option rights relating to up to six
additional aircraft.
Widebody Aircraft
Transaction
The acquisition by Air New Zealand of the
787-10 Purchased Aircraft, together with
option deposits, spare engines, long-term
engine maintenance contracts, and various
ancillary items including flight simulator and
training devices, airframe and interiors spares,
engine spares and tooling.
The following explanatory notes are provided for the purpose
of assisting shareholders in exercising their voting rights. They
do not disclose details of information provided by Boeing or the
engine manufacturers in relation to the terms of the arrangements
agreed with those companies which Air New Zealand has agreed
not to disclose as a term of the relevant agreements.
INTRODUCTION
On 27 May 2019, Air New Zealand signed Letters of Intent with
Boeing and GE Aviation to purchase eight 787-10 Aircraft powered
by GE GEnx engines, along with related assets and services. The
first of the 787-10 Purchased Aircraft is scheduled for delivery in
September 2022.
A summary of the Widebody Aircraft Transaction is set out below.
As explained below, this transaction constitutes a major transaction
as defined by NZX Listing Rule 5.1. As such the Widebody Aircraft
Transaction is contingent upon approval from a simple majority of
votes of shareholders entitled to vote and voting.
ELECTION OF DIRECTORS
RESOLUTION 3

The Widebody Aircraft Transaction will be given effect by two
contracts, which are currently in an advanced stage of negotiation.
A contract with Boeing will cover the acquisition of the Purchased
Aircraft, including the airframes and fitted engines. A contract with
GE will cover maintenance of engines, which includes the acquisition
of spare engines for use in the maintenance programme. Additional
items, including option rights, flight simulator and training devices,
are provided for in the Boeing contract. The material terms of the
contracts have been settled, but the contracts are subject to
Air New Zealand shareholder approval being obtained. There are
no other outstanding conditions precedent.
Shareholders should also note that the prices in the table below
are current list prices, whereas the prices eventually payable by
Air New Zealand will be affected by prevailing exchange rates, a price
escalation calculation to reflect inflation, and will be adjusted by a
confidential, substantial discount negotiated by Air New Zealand.
The agreement with Boeing contains confidentiality provisions
restricting, among other things, disclosure of the actual price of the
787-10 Purchased Aircraft. In addition, consistent with the customary
practice of the global aviation industry, the actual price paid for the
acquisition of aircraft is not customarily disclosed to the public.
Disclosure of that price would result in the loss of the significant price
concessions and hence would have a significant negative impact
on the cost incurred by Air New Zealand when acquiring the 787-10
Purchased Aircraft and would therefore not be in the interest of the
Company and shareholders as a whole. The total purchase price for
the Purchased Aircraft is payable in instalments up to delivery which
will be made over a period of approximately eight years.
The instalment payments follow a negotiated profile. An initial
commitment payment is made on entry into the Boeing contract,
and a proportion of the purchase price is then payable in stages
during the course of the 24 month period prior to delivery of each
aircraft, with the balance payable on delivery. The actual timing of
the payments will depend upon the delivery schedule for the 787-10
Purchased Aircraft, which (as noted below) Air New Zealand is able to
delay or accelerate to meet its fleet requirements at the relevant time.
Other costs are payable in advance of delivery.
Aircraft
Fleet
Purchased Aircraft and
spare engines
All other
relevant costs*
Total List Price
(USD million)
NumberList Price
(USD million)
List Price
(USD million)
787-10
Aircraft
82,7634243,187
* Note: Included costs are for the following: option deposits, long-term engine
maintenance, and various ancillary items including flight simulator and training
devices, airframe and interiors spares, engine spares, and tooling.
REQUIREMENT FOR SHAREHOLDER APPROVAL
NZX Listing Rule 5.1 requires the Company to obtain shareholder
approval for transactions where it or one of its subsidiaries acquires
assets which have a gross value of more than 50% of the Company’s
“Average Market Capitalisation”.
The Average Market Capitalisation of Air New Zealand, (calculated
in accordance with the Listing Rules and using 27 May 2019, being
the date the Widebody Aircraft Transaction was announced, as
the relevant reference point) was NZ$3.08 billion. A transaction or
series of transactions where Air New Zealand acquires assets with
a gross value in excess of NZ$1.54 billion, as is the case with the
Widebody Aircraft Transaction, therefore triggers the requirement to
obtain shareholder approval. Consequently, the Widebody Aircraft
Transaction is contingent upon approval from a simple majority of
votes of shareholders entitled to vote and voting.
Air New Zealand has determined that the Widebody Aircraft
Transaction is not a Major Transaction as defined in section 129 of the
Companies Act 1993. For the requirements of this section to apply
to this transaction, the value of the assets, which are to be acquired
under the Widebody Aircraft Transaction, would need to exceed
half the value of the Company’s total assets before the transaction.
The value of the assets to be acquired (taking into account the
confidential discount that Air New Zealand will receive from the list
price for the Aircraft) will be less than the threshold that would trigger
this Companies Act requirement.
As at 30 June 2019, Air New Zealand’s consolidated total assets in its
Statement of Financial Position was NZ$7,756 million. The Company’s
Statement of Financial Position as at 30 June 2019 can be found in
the 2019 Annual Financial Results, at airnewzealand.co.nz/latest-
annual-and-interim-results.
EXPLANATORY NOTES
(CONTINUED)
EXPLANATORY NOTES
(CONTINUED)
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
(continued)
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
(continued)

EXPLANATORY NOTES
(CONTINUED)
EXPLANATORY NOTES
(CONTINUED)
1110
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
Aircraft Options
The acquisitions of the Option Rights do not constitute an agreement
or commitment by the Company to acquire aircraft. The purchase of
any aircraft utilising these Option Rights will be a discrete transaction
which the Company may decide to enter in the future, taking into
consideration commercial and other factors at that time. Only the
cost to acquire the Option Rights forms part of the current Widebody
Aircraft Transaction.
Major Shareholder Intention
As at 1 August 2019, the Crown held 51.91% of Air New Zealand’s
ordinary shares. The Crown has indicated to the Company its
intention to vote in favour of the Widebody Aircraft Transaction.
BACKGROUND TO THE AIRCRAFT ACQUISITION
Selection of Aircraft
In 2018, Air New Zealand released a Request for Proposal for the
potential replacement of the eight 777-200ER Aircraft in its current
fleet. As a result of that process, the Board and Management agreed
that the Boeing 787-10 “Dreamliner” would best meet the long-term
requirements of the Company’s long-haul international operations
alongside the existing Boeing 787-9 and Boeing 777-300ER fleet.
By the time the 787-10 Purchased Aircraft are delivered the
Company’s eight 777-200ER Aircraft will be approximately eighteen
years old. A life extension programme covering an overhaul and
refresh of the airframe, engine, and interior of the 777-200ER
Aircraft would be extremely expensive. Given the efficiencies
offered by the 787-10 Purchased Aircraft the Net Present Value
analysis conducted by the Company was strongly in favour of
replacing the eight 777-200ER Aircraft.
The Widebody Aircraft Transaction will enable the Company to retire
the existing 777-200ER aircraft from the fleet, with the final aircraft
planned to be retired by 2025. Currently leased aircraft will be
returned to the lessors, and disposal options for other aircraft will be
addressed at the time of retirement.
At the conclusion of the Widebody Aircraft Transaction, the
Company’s long-haul fleet is planned to comprise: 7x 777-300ERs,
8x 787-10s, 14x 787-9s. However, the Company has flexibility to
respond to market and network factors, which may vary the actual
fleet composition.
The primary evaluation criteria of various candidate replacement
aircraft included:
• Fuel efficiency;
• Carbon emissions;
• Revenue potential;
• Cargo carrying capability;
• Capital cost;
• Other operating costs (including airframe and engine
maintenance);
• Payload range and other performance criteria;
• Fleet commonality; and
• Global fleet size (aftermarket support and residual value).
The 787-10 Purchased Aircraft are expected to deliver
approximately 25% lower fuel burn per seat when compared to
the 777-200ER Aircraft, resulting in a substantial improvement in
operating cost per seat.
In addition to the criteria listed above, a strategic and risk evaluation
was conducted, considering factors such as: fleet simplicity and
future fleet combinations, network and operational flexibility,
delivery and lifecycle risks, passenger experience, sustainability and
crew health and safety.
The issue of carbon emissions is a significant social, political, and
economic issue for the airline industry, and these factors play into
enhancing the attractiveness of the Boeing 787 family. The 787-10
Purchased Aircraft will significantly reduce emissions of both
carbon dioxide and particulates per seat kilometre flown.
Revenue potential is a function of a range of factors including
capacity, cabin layout, route options, and aircraft utilisation.
The 787-10 performed well in this analysis.
The capital cost and operating costs of aircraft reflect a number of
inputs. Air New Zealand was able to negotiate a significant discount
from the list price for the aircraft. The configuration with the fuel-
efficient GEnx engines, together with the engine maintenance
contract that was negotiated, contribute to these costs being
attractive for the 787-10 aircraft.
The ability to optimise operational performance, including the
payload capacity to service existing and potential destinations
is important. Air New Zealand has worked with Boeing to obtain
comfort that the 787-10 provides the necessary characteristics to
replace the existing 777-200ER fleet in this respect.
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
(continued)
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
(continued)

In addition to the criteria outlined for the aircraft selection above,
the engine proposal evaluation criteria included:
• Engine maintenance costs;
• Engine time on wing;
• Commercial terms including payment structure;
• Performance and reliability guarantees; and
• Technical assessment.
Analysis against the evaluation criteria supported Air New Zealand’s
view that the GEnx represents the best selection of engine to power
the 787-10 Purchased Aircraft.
Overhaul and repair services for all of the installed and spare
engines will be undertaken by GE, under the contract with them.
This includes guarantees by GE related to performance including
fuel burn, and remedies to address any short falls. GE will charge
for these services on a flight hour per engine basis.
Air New Zealand is initially required to acquire two spare engines
under this contract, to cover for planned and unplanned engine
removals for maintenance over the life of the aircraft.
Delivery Dates of Aircraft
The delivery dates in respect of the 787-10 Purchased Aircraft are
sequenced over a period of five years, starting in financial year 2023
through to financial year 2028. If any Option Rights are exercised,
delivery dates for these aircraft could range from financial year 2023
through to financial year 2031.
Value and Financing of the Aircraft Acquisition
The actual purchase prices of the 787-10 Purchased Aircraft which
will be paid by Air New Zealand were negotiated during a period of
low global demand for new widebody aircraft, and are, in Air New
Zealand’s view, very favourable. There are multiple financing options
available to Air New Zealand to fund these acquisitions. The decision
around the exact financing structure is expected to be determined
prior to delivery of the 787-10 Purchased Aircraft and will be subject
to Air New Zealand Board approval. The Company enjoys very good
access to the aviation debt markets and the Boeing 787 family of
aircraft are highly regarded secured assets by debt financiers.
The Company has a strong balance sheet and recently reaffirmed
its Capital Management and Distribution Policy. Notwithstanding
this investment for the Widebody Aircraft Transaction, the Company
expects to remain within its capital expenditure target parameters.
Analysis against the evaluation criteria supported Air New Zealand’s
view that the 787-10 Aircraft represents the best selection in terms
of the Company’s future wide-body aircraft requirements. The eight
787-10 Purchased Aircraft represent a natural replacement for the
Company’s eight 777-200ER Aircraft, but will offer significantly
improved economics.
The Company has also negotiated substitution rights that allow
a switch from the larger 787-10 Aircraft to smaller 787-9 Aircraft,
or a combination of the two models for future fleet and network
flexibility. The delivery schedule can also be delayed or accelerated
according to market demand, providing Air New Zealand with
significant operational flexibility.
Air New Zealand has considered risks associated with the Widebody
Aircraft Transaction and taken appropriate commercial measures to
manage these. The Company has negotiated various protections in
respect of delivery dates, and can further mitigate this through the
timing of existing fleet retirements or leases of additional capacity.
The Company has a strong track record in the induction of new
aircraft into its fleet. Engagement with current operators of the
aircraft and engine has enabled the Company to assess and address
the technical risks of these to the operations of the Company.
The Board believes that the acquisition of 787-10 Purchased Aircraft
and the contractual flexibility mentioned above will provide Air New
Zealand with the most suitable wide-body aircraft to ensure that it is
well placed to meet expected future passenger demand.
Selection of Engine
As part of the aircraft acquisition programme Air New Zealand
released a Request for Proposal to engine manufacturers. The
evaluation of the engine proposals considered the engine purchase
costs, the performance of the engine (including the fuel burn and
payload capability), as well as the cost to maintain the engines.
Two engine types are available for selection on the 787-10 Aircraft:
the Rolls-Royce Trent 1000 and the GE GEnx.
As a result of this engine selection process, the Board and
Management agreed the GE GEnx proposal would best meet the
requirements of the 787-10 Purchased Aircraft.
EXPLANATORY NOTES
(CONTINUED)
EXPLANATORY NOTES
(CONTINUED)
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
1312
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
(continued)
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
(continued)

The former NZSX Listing Rules (dated 1 October 2017) have been
replaced by updated Listing Rules dated 1 January 2019 (New Rules).
These took effect for Air New Zealand from 1 July 2019, and as a
consequence the Constitution of Air New Zealand Limited is
required to be updated to ensure it meets the requirements of, and
is consistent with, the New Rules (as required by New Rule 2.18.1).
The following documents may be viewed on the Air New Zealand
website at airnewzealand.co.nz/annual-meeting and are also
available at the registered office of the Company at 185 Fanshawe
Street, Auckland:
• A copy of the constitution marked-up to show all of the proposed
changes to be made by the proposed new constitution.
• A table explaining the key differences between the proposed new
constitution and the existing Constitution.
• A clean copy of the proposed new constitution.
A summary of the more significant changes follows
• Removal of clauses that replicate listing rules – The Company
has elected to remove certain content from the existing
Constitution that replicate Listing Rule provisions. This reflects
the approach taken by most listed companies, and the removal
over time of the obligation to include this content explicitly in
the Constitution. This approach also reduces the potential for
inconsistencies between the Constitution and the New Rules if
the Rules are amended. Clauses affected include those relating
to the issue of equity securities (in Section 4 of the New Rules),
buybacks and redemptions of equity securities (also in Section
4 of the New Rules), certain major transactions and related
party transactions (in Section 5 of the New Rules)), director
remuneration (in Section 2 of the New Rules) and the Audit
Committee (in New Rule 2.13).
• Removal of ASX Listing Rule provisions – Since the existing
Constitution was last amended in 2009 the Company has
changed its ASX admission category from a full ASX Listing to
an ASX Foreign Exempt Listing. As a result of this change, the
Company’s Constitution is no longer required to contain specific
ASX compliance provisions and, therefore, these have not been
included in the proposed new constitution.
However, shareholders are reminded that Air New Zealand operates
in a volatile industry and its operating performance is subject to
several external factors including foreign exchange fluctuations
and fuel prices.
Effect if Not Approved
If shareholder approval of the Widebody Aircraft Transaction is not
obtained the Company will not be able to complete this transaction
as embodied in the current agreements. However, the Company will
have the same commercial and operational incentives to replace its
777-200ER Aircraft with aircraft suitable for its future requirements.
It would be open to the Board to acquire new aircraft on a piecemeal
basis, which would not require shareholder approval but would be
unlikely to deliver the same financial benefits to Air New Zealand
that come with a purchase of scale, and may also delay the delivery
of any benefits.
Directors’ Recommendation
Your Directors have given careful consideration to the issues and
opportunities associated with the Widebody Aircraft Transaction,
and its importance to the ongoing capability of the Company to
deliver against its strategy. The Board is unanimous in its support for
the Widebody Aircraft Transaction and recommends shareholders
vote in favour of it.
EXPLANATORY NOTES
(CONTINUED)
EXPLANATORY NOTES
(CONTINUED)
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
1514
Resolution 4:
WIDEBODY AIRCRAFT TRANSACTION
(continued)
Resolution 5:
ADOPTION
of a new Constitution

EXPLANATORY NOTES
(CONTINUED)
16
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2019AIR NEW ZEALAND GROUP
• Director rotation – Amendments to the existing Constitution
to align it with the New Rules include revision of the Director
Rotation provisions, given that all directors must now retire by
rotation at the third annual meeting of shareholders following
their election or re-election.
• References updated – Cross-references throughout the
Constitution have been updated to reflect changes to the former
Listing Rules, relevant legislation, and the Constitution itself.
• Companies Act amendments – The Constitution has been
updated to reflect recent amendments to the Companies Act
1993 that relate to shareholder meetings, including in relation to
hybrid meetings, electronic voting and electronic participation in
those meetings.
• General changes for consistency – Rewording of some clauses,
which does not impact on their purpose or effect, has occurred to
reflect the New Rules, or for consistency with market practice.
Adoption of the proposed new constitution will not change any
shareholder rights and will allow the Company to operate within
the parameters permitted by the New Rules. If any of the proposed
amendments are inconsistent with the New Rules, the New Rules (as
amended by any waiver or ruling granted to the Company) will prevail.
Pursuant to the Companies Act 1993, the adoption of the proposed
new constitution must be approved by a special resolution of
shareholders. As the proposed new constitution does not impose or
remove a restriction on the activities of the Company or affect the
rights attaching to shares, the shareholder minority buy-out rights
under the Companies Act 1993 do not apply.
In accordance with clause 3.5(b) of the existing Constitution, the
written consent of the Kiwi Shareholder has been obtained in respect
of changes to applicable clauses.
The Kiwi Shareholder provisions in the proposed new constitution
are substantially the same as the Kiwi Shareholder provisions in the
existing constitution.
As required by New Rule 2.19.1, Bell Gully has provided an opinion to
NZX that it considers that the proposed new constitution complies
with the New Rules (subject to various Kiwi Shareholder provisions in
the proposed new constitution in respect of which NZX has granted
revised waivers from the New Rules).
Resolution 5:
ADOPTION
of a new Constitution (continued)

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AIR NEW ZEALAND LIMITED ANNUAL MEETING ADMISSION CARD
AND PROXY OR POSTAL VOTING FORM
The Air New Zealand Annual Meeting will be held on Wednesday 25 September 2019, commencing at 2:00pm,
at Hunua Rooms, Aotea Centre, 50 Mayoral Drive, Auckland.
ATTENDING THE MEETING
1. If you propose to attend the meeting please bring this
Admission Card / Proxy / Voting Form intact to the meeting
as the barcode will assist in your registration.
2. If you propose not to attend the meeting but wish to vote
by postal vote or, appoint a proxy, please complete and
post this form or complete either process online. Please do
not appoint a proxy if you are voting by Postal Vote. Please
read the instructions overleaf before completing this form.
3. The persons who will be entitled to vote at the Meeting
are those persons (or their proxies or representatives)
registered as holding Ordinary Shares on Air New Zealand’s
share register at 5:00pm on Monday 23 September 2019.
4. Shareholders who appoint a proxy to vote on their behalf
can still participate in the Meeting virtually via the online
platform, although those shareholders will be unable to
vote if a proxy is so appointed.
5. There are no restrictions on any shareholder or group of
shareholders to prevent them from exercising their vote
on any of the resolutions being considered at the meeting.
P O S TA L V O T E
6. As a shareholder entitled to vote at the Annual Meeting
you are entitled to vote by postal vote.
The General Counsel and Company Secretary has been
authorised by the Board to receive and count postal votes
at the Meeting.
7. You can cast your postal vote online in accordance
with the instructions above.
8. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to
have abstained from voting on that resolution.
9. If you complete the postal vote section and also appoint
a proxy your postal vote will take priority over your proxy
appointment.
PROXY APPOINTMENT
10. A shareholder entitled to attend and vote at the Annual
Meeting is entitled to appoint a proxy or, in the case of a
corporate shareholder, a representative to attend and vote
instead of him/her. A proxy or representative need not also
be a shareholder. A proxy appointment may be delivered
or completed online as detailed above.
11. If this Proxy has been signed under a power of attorney,
a copy of the power of attorney and a signed certificate
of non-revocation of the power of attorney must be
produced with this Proxy (this cannot be done online).
12. If you wish, you may appoint the Chairman of the Meeting
as your proxy. To do so, please write ‘Chairman of the
Meeting’ in the box marked ‘full name of proxy’. The
Chairman will vote according to your instructions. If the
Chairman is not instructed how to vote he will vote in
favour of all resolutions.
13. If you return this form without directing the proxy how to
vote on any particular resolution, you will be deemed to
have given your proxy discretion as to whether and how to
vote on that resolution.
GENERAL
14. For your postal vote or proxy appointment to be valid
you must return this form completed and signed to be
received by our share registrar, Link Market Services,
no later than 2:00pm on Monday 23 September 2019.
Instructions on how to return this form, or how to vote
online are noted in the section above.
15. If you intend to attend the Meeting and vote please bring
this form intact to the meeting as your admission card and
voting paper. Shareholders attending the Annual Meeting
will be able to vote using an app on their smartphones in
addition to voting by ballot. Details of how you can do this
will be provided at the Annual Meeting.
If you have any questions regarding your voting please call
Link Market Services Investor Helpline between 8:00am and
5:30pm on: +64 9 375 5998
Go online to vote.linkmarketservices.com/AIR to vote, appoint
a proxy, give directions to your proxy.
OR, turn over to complete the form.
LODGE YOUR
PROXY / POSTAL VOTE
Online: vote.linkmarketservices.com/AIR
Email: meetings@linkmarketservices.com
(Please use ‘AirNZ Proxy Form’ as the subject for
easy identification)
Fax: +64 375 5990
Mail: (in New Zealand): Use the enclosed
reply paid envelope
(outside New Zealand): Use a
pre-addressed envelope and affix the postage
required or address to:
Link Market Services PO Box 91976,
Auckland 1142, New Zealand
By hand: Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
New Zealand
General enquiries:
+64 9 375 5998 or email:
enquiries@linkmarketservices.com

Postal Voting Form (To use if you will not attend the meeting and are not submitting your postal vote online)

I wish to vote by postal vote (please tick the box). My voting intentions are indicated in the resolutions section below.

Appointment of a Proxy (For use if you will not attend the meeting but wish someone to represent you and vote on your behalf at the meeting)
I/We the above named shareholder/shareholders of
Air New Zealand Limited hereby appoint:


(full name of proxy)

of


(email)
Or failing that person
(full name of proxy)
of
(email)
as my/our proxy to vote for me/us on my/our behalf as directed below and on any other matter to be put to the Annual Shareholder Meeting of
Air New Zealand Limited to be held on Wednesday 25 September 2019 at 2:00pm and at any adjournment or postponement thereof.
RESOLUTIONS (for postal and proxy voting). Tick only ONE box in respect of each resolution.
Cast a Postal Vote, or instruct a proxy to vote, by placing a tick (✔) in the relevant box. If you have appointed a proxy and want him/her to decide how to
vote on the resolution, please mark the box ‘Proxy’s Discretion’
Proxy’s discretion is not applicable in the case of a postal vote.
FORAGAINSTABSTAINPROXY’S DISCRETION
1. To re-elect Jan Dawson

2. To re-elect Jonathan Mason

3. To re-elect Dame Therese Walsh

4. That the Shareholders approve the Widebody Aircraft
Transaction as described in the Notice of Meeting

5. To adopt the new Constitution

SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting
but would like to ask a question you can submit a question by filling in the section below and returning to Link Market Services in the reply paid
envelope enclosed. Alternatively you may go online to: vote.linkmarketservices.com/AIR. After completing the online validations process choose
‘Questions’. Questions will need to be submitted by 2:00pm Monday 23 September 2019.
Question:
SIGNATURE OF SHAREHOLDER(s) This section must be completed.
Security Holder 1:Security Holder 2:Security Holder 3:
Contact name:Daytime telephone:Date:
ELECTRONIC INVESTOR COMMUNICATION
If you received the Notice of Meeting and Proxy by mail and you would like to receive your future communications by email please provide your email
address below:
Email address for future communications: