AIA announces opening of NZ$200 million Share Purchase Plan

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4055051

Auckland International Airport Limited





aucklandairport.co.nz

PO Box 73020, Auckland Airport, Manukau 2150, New Zealand







NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Market Release
9 April 2020
Auckland Airport announces opening of NZ$200 million Share Purchase Plan

Auckland International Airport Limited (NZX/ASX:AIA) ("Auckland Airport") announced today the
opening of its NZ$200 million non-underwritten share purchase plan ("SPP"). The SPP is part of
Auckland Airport's equity raising announced on 6 April 2020, whereby Auckland Airport also
undertook a f ully underwritten NZ$1,000 million placement of new shares to existing institutional and
other select investors in both local and of f shore markets (the “Placement”). Auckland Airport
announced the successf ul completion of the Placement bookbuild on 7 April 2020, which was strongly
supported and f ully subscribed at the price determined in the bookbuild of NZ$4.66 per share.

Eligible existing Auckland Airport shareholders with a registered address in New Zealand or Australia
will receive their application f orms to apply f or up to a maximum of NZ$50,000 / AU$47,000 of new
shares per shareholder. The price of these shares will be the lower of the Placement share price,
being NZ$4.66 per share, or a 2.5% discount to the f ive-day volume weighted average price of
Auckland Airport shares traded on the NZX during the last f ive days of the SPP of f er period. If scaling
of the SPP is required, it will be done so with ref erence to existing shareholder holdings at the record
date, being 3 April 2020.

The SPP Of f er Booklet, together with an application f orm, will be sent today to eligible retail
shareholders as at the record date of 3 April 2020 with a registered address in New Zealand or
Australia and is available online at www.aucklandairportshares.co.nz. Given the present
uncertainties with respect to postal deliveries, eligible shareholders wishing to apply f or new shares
under the SPP are encouraged to do so online.

The new shares to be issued under the SPP will rank equally in all respects with Auckland Airport’s
existing ordinary shares.

Key dates relating to the SPP are set out in the Appendix to this announcement.

A copy of the SPP Of f er Booklet accompanies this announcement.

Auckland Airport’s New Zealand and Australian legal advisers are Russell McVeagh and King &
Wood Mallesons respectively.

ENDS

This announcement has been authorised for release to NZX and ASX by:

Mary-Liz Tuck
General Manager Corporate Services, Auckland Airport
Phone: +64 27 277 5086 or +64 9 255 9170
mary-liz.tuck@aucklandairport.co.nz

4055051

For investor relations queries please contact:
Stewart Reynolds
Head of Strategy, Planning and Perf ormance, Auckland Airport
Phone: +64 9 257 7059
stewart.reynolds@aucklandairport.co.nz

For media relations queries please contact:
Libby Middlebrook
Head of Communications and External Relations, Auckland Airport
+64 21 989 908
libby.middlebrook@aucklandairport.co.nz



Appendix – Key Dates for Equity Raising
1


Share Purchase Plan
SPP Record Date 3 April 2020
SPP Opens 9 April 2020
SPP Closes 24 April 2020
Settlement on ASX 30 April 2020
Settlement on NZX 1 May 2020
Allotment of shares on NZX and ASX 1 May 2020
Commencement of trading of shares on NZX 1 May 2020
Commencement of trading of shares on ASX 4 May 2020

Not for distribution or release in the United States.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United
States or in any jurisdiction in which such an offer would be illegal. The SPP shares have not been, and will not be,
registered under the United States Securities Act of 1933 (the U.S. Securities Act), or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the SPP shares may not be offered or sold, directly or indirectly, to any person
in the United States or any person acting for the account or benefit of a person in the United States.


1
The timetable presented is indicative only and subject to change without notice (subject to applicable laws and the NZX
Listing Rules and ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

---

Share
Purchase
Plan Offer
Document
Auckland International Airport Limited
9 April 2020
Go to www.aucklandairportshares.co.nz for
more information and to apply online
This is an important document. You should read
the whole document before deciding whether to
subscribe for shares in Auckland International
Airport Limited. If you have any doubts as to
what you should do, you should consult your
financial advisor.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This document does not constitute an offer of securities in any place outside Australia or New Zealand. In particular,
this document does not constitute an offer to sell, or a solicitation of an offer to buy, any shares in the United States or
in any jurisdiction in which such an offer would be illegal. The offer and sale of the shares referred to in this document
have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or
other jurisdiction of the United States and accordingly, such shares may not be offered, sold or otherwise transferred,
directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United
States (to the extent such person is acting for the account or benefit of a person in the United States).
You must not send copies of this document or any other material relating to the Share Purchase Plan to any person in
the United States or elsewhere outside New Zealand and Australia.

Important Information4
Chairman’s Letter5
Questions & Answers6
Terms & Conditions10
Glossary15
Directory16
Contents
B – Auckland International Airport Limited

Key Information
EligibilityYou may participate in this Share Purchase Plan (SPP) if you were a shareholder of
Auckland International Airport Limited (Auckland Airport) at 7:00pm New Zealand time /
5:00pm Sydney time on the Record Date of 3 April 2020, with a registered address in
New Zealand or Australia. You may not participate if you hold the Shares on behalf of
another person who resides outside New Zealand or Australia. In particular, you are
not eligible to participate in the SPP if you are in the United States or are acting for the
account or benefit of a person in the United States. If you are acting for the account or
benefit of a person in the United States, you are not permitted to apply for or acquire
Shares for, or for the account or benefit of, that person.
TransferabilityThe offer made under this SPP is personal to you. It cannot be transferred to
another person.
Equal participationEach Eligible Shareholder has the right to apply for the same maximum value of Shares
on the same terms and conditions as each other Eligible Shareholder.
Application amountIf you wish to participate in this SPP, you apply for a dollar amount of Shares, not for a
certain number of Shares. Eligible Shareholders can apply for Shares up to a maximum
of NZ$50,000 / A$47,000.
Issue Price of SharesThe Shares will be issued at the lower of the price paid by investors in Auckland Airport’s
recent Placement, being NZ$4.66 per Share, or a 2.5% discount to the five day VWAP
during the last five trading days of the SPP offer period. If you apply in Australian dollars,
the issue price will be determined by reference to the NZ$:A$ exchange rate published
by the New Zealand Reserve Bank on its website at 7:00pm New Zealand time on the
Closing Date.
DividendsAuckland Airport has suspended all future dividend payments while certain covenant
waivers from Auckland Airport’s banking group are in place (until December 2021).
This means that it is unlikely that you will receive any dividend payments from
Auckland Airport in respect of your Shares until after December 2021 at the earliest.
How to apply
We encourage you to apply online at www.aucklandairportshares.co.nz.
Alternatively, you can complete a hard copy Application Form.
You should read the instructions on the Application Form carefully.
If you are a Custodian, you also need to complete and return a Custodian Certificate. To
determine whether you are a Custodian, and how to obtain a Custodian Certificate, refer
to clause 4 of the Terms and Conditions. You need to return your completed Application
Form (and, if applicable, a Custodian Certificate) to the address on the Application Form.
Applications MUST be received by the Share Registrar by 7:00pm New Zealand time /
5:00pm Sydney time on the Closing Date of 24 April 2020 to be accepted.
Receiving your SharesYou will receive your Shares on or about 1 May 2020, unless the Closing Date is extended.
Offer size and scalingAuckland Airport is seeking to raise up to NZ$200 million under this SPP. Auckland
Airport may accept applications for up to NZ$200 million of Shares in aggregate. If
Auckland Airport receives applications for Shares in excess of the total amount of the
Offer, applications will be scaled down. Auckland Airport will scale back the number of
Shares to be allotted under this SPP to each Applicant by reference to the shareholders’
holding of Shares at the Record Date of the Offer (see clause 3 of the Terms and
Conditions for more information about scaling).
Defined words and expressions used in this document are capitalised – see Glossary for their definition.
Share Purchase Plan Offer – 1

2 – Auckland International Airport Limited

Key Dates*
DateEventSummary
3 April 2020Record DateThe date on which Eligible Shareholders are determined.
9 April 2020SPP Opening DateSPP opens at 7:00pm NZ time / 5:00pm Sydney time.
24 April 2020SPP Closing DateThe SPP closes at 7:00pm NZ time / 5:00pm Sydney time, unless
extended. Online applications or Application Forms returned by mail,
and payment must be received by the Share Registrar by this time.
29 April 2020Announce results of SPP Announcement to be made on the NZX and ASX.
30 April 2020ASX Settlement DateSettlement on the ASX.
1 May 2020NZX Settlement DateSettlement on the NZX.
1 May 2020Allotment DateShares allotted on the NZX and ASX.
1 May 2020Commencement of trading on NZXTrading of Shares under the SPP is expected to commence on the NZX.
1 May 2020Despatch DateTransaction confirmation despatched to participating shareholders.
4 May 2020Commencement of trading on ASXTrading of Shares under the SPP is expected to commence on the ASX.
* Auckland Airport reserves the right to alter any dates for the SPP (subject to NZX Listing Rules, ASX Listing Rules and applicable laws).
Share Purchase Plan Offer – 3

Important Information
General Information
This document has been prepared
by Auckland Airport in connection
with an offer of new ordinary Shares
(“SPP” or “Offer”).
In New Zealand, the Offer is made to
Eligible Shareholders under the exclusion
in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013. In Australia,
the Offer is made to Eligible Shareholders
in accordance with the relief granted in
ASIC Instrument 20-0332 (“ASIC
Instrument”) and ASIC Corporations
(Share and Interest Purchase Plans)
Instrument 2019/547 as amended by
the ASIC Instrument.
This document is not a product disclosure
statement or prospectus or other
disclosure document and does not
contain all of the information which may
be required in order to make an informed
investment decision about the Offer or
Auckland Airport.
Additional Information
Auckland Airport is subject to continuous
disclosure obligations under the NZX Listing
Rules. Market releases by Auckland
Airport, including its most recent
financial statements, are available at
www.nzx.com and www.asx.com.au
under code AIA. We encourage you to
read these releases carefully before you
decide whether to participate.
Auckland Airport may, during the Offer,
make additional releases to NZX and ASX.
No release by Auckland Airport to NZX or
ASX will permit an applicant to withdraw any
previously submitted application without
Auckland Airport’s consent, whether or not
there has been any permissible variation of
the Of fer.
The market price for the Shares may change
between the date this Offer opens, the date
you apply for Shares under the Offer, and
the date on which the Shares are allotted to
you. This is particularly the case given the
pronounced volatility recently experienced
in equity markets due to the continuing
impacts of COVID-19. There is no certainty
that this recent volatility will not continue
or worsen, which could have a materially
adverse impact on the share price for
Auckland Airport. Accordingly, the price
paid for Shares under the Offer may be
higher or lower than the price at which
Shares are trading on the NZX Main Board
or the ASX at the time shares are issued
under the Offer. The market price of new
Shares following allotment may be higher
or lower than the Issue Price.
Offering Restrictions
This document is intended for use only
in connection with the Offer to Eligible
Shareholders with a registered address in
New Zealand and Australia. This document
does not constitute an offer or invitation
in any place in which, or to any person to
whom, it would not be lawful to make such
offer or invitation. No action has been taken
to permit a public offering of the Shares in
any jurisdiction outside New Zealand and
Australia. The distribution of this document
(including an electronic version) in a
jurisdiction outside New Zealand and
Australia may be restricted by law and
persons who come into possession of it
(including nominees, trustees or Custodians)
should seek advice on and observe any
such restrictions.
In particular, this document does not
constitute an offer to sell, or a solicitation
of an offer to buy, any Shares in the United
States. The offer and sale of the Shares
have not been, and will not be, registered
under the U.S. Securities Act of 1933
(U.S. Securities Act) or the securities laws
of any state or other jurisdiction of the
United States and accordingly, the Shares
may not be offered, sold or otherwise
transferred, directly or indirectly, in the
United States, or to any person acting for
the account or benefit of a person in the
United States (to the extent such person
is acting for the account or benefit of a
person in the United States).
No person may subscribe for, purchase,
offer, sell, distribute or deliver the Shares,
or be in possession of, or distribute to any
other person, any offering material or any
documents in connection with the Shares,
in any jurisdiction other than in compliance
with all applicable laws and regulations.
Without limiting the foregoing, this
document may not be sent to or
distributed in the United States.
Changes to the Offer
Subject to the NZX Listing Rules, the ASX
Listing Rules and applicable laws, Auckland
Airport reserves the right to alter the dates
set out in this document. Auckland Airport
reserves the right to withdraw the Offer and
the issue of new Shares at any time before
the Allotment Date at its absolute discretion.
No Guarantee
No person named in this document (nor any
other person) guarantees the Shares to be
issued pursuant to the Offer or warrants the
future performance of Auckland Airport or
any return on any investment made pursuant
to this document.
Decision to Participate in the Offer
The information in this document does not
constitute a recommendation to acquire
Shares or financial product advice. This
document has been prepared without taking
into account the investment objectives,
financial, or taxation situation or particular
needs of any Applicant or investor.
Privacy
Any personal information you provide online
or on the Application Form will be held by
Auckland Airport and/or the Share Registrar
at the address set out in the Directory. This
information will be used for the purposes of
administering your investment in Auckland
Airport. This information will only be
disclosed to third parties with your consent
or if otherwise required by law. Under the
Privacy Act 1993 (NZ) or the Privacy Act
1988 (Aus) (as applicable), you have the
right  to access and correct any personal
information held about you.
Enquiries
For enquiries about the Offer, please
contact Auckland Airport’s Share Registrar
(refer to page 16 for contact details).
Defined Terms
Capitalised terms used in this document
have the specific meaning given to them in
the Glossary at the back of this document.
Words importing the plural include the
singular and vice versa.
4 – Auckland International Airport Limited

Chairman’s Letter
Dear Auckland Airport Shareholder
AUCKLAND AIRPORT – SHARE
PURCHASE PLAN
Auckland International Airport Limited
(Auckland Airport), is providing
Shareholders the opportunity to subscribe
for new ordinary shares (Shares) in
Auckland Airport through this Share
Purchase Plan (SPP). Eligible Shareholders
are all persons who were recorded in
Auckland Airport’s share register at 7:00pm
New Zealand time / 5:00pm Sydney time on
3 April 2020 as being a holder of Auckland
Airport Shares and having an address in
New Zealand or Australia.
The SPP is part of Auckland Airport’s equity
raising initiative announced on 6 April 2020,
whereby Auckland Airport announced a
NZ$1,000 million placement of Shares to
institutional shareholders and investors at
a price of NZ$4.66 per Share (Placement).
Auckland Airport is seeking to raise up
to NZ$200 million under the SPP.
Auckland Airport is acting to strengthen
its balance sheet and ensure it remains
well capitalised during this period of strict
border controls and significant reduction
in passenger numbers, and ensure it is
strongly positioned for a post COVID-19
recovery. COVID-19 has had a significant
impact on Auckland Airport’s operations
and it will continue to do so while
government border restrictions remain in
place and through the subsequent recovery
period. We have experienced a substantial
decline in international and domestic
passenger numbers and a material decline
in our aeronautical and non-aeronautical
revenues. The duration of these impacts
is currently uncertain.
The equity raising is in addition to other
measures we have undertaken, which
include obtaining covenant relief from
our banking group through to the end
of December 2021 (inclusive), securing
extensions to bank facilities due to mature
in that period, as well as the previously
announced measures including the
cancellation of the FY20 interim dividend,
suspension or cancellation of certain capital
expenditure, and reduction in operating
costs
1
. We have also now suspended all
future dividends while the covenant
waivers are in place, currently until
31 December 2021.
The SPP will enable all eligible New Zealand
and Australian shareholders of Auckland
Airport to participate in the capital raising
and acquire new Auckland Airport Shares at
the same price or lower than the Placement.
The price per Share under the SPP will be
the lower of NZ$4.66, being the price in the
recent Placement, or a 2.5% discount to the
five day VWAP during the last five days of
the SPP offer period.
Each Eligible Shareholder may elect to
subscribe for up to NZ$50,000 / A$47,000,
subject to scaling. This is the maximum
amount permitted under the NZX Listing
Rules, as increased by the recent class
waiver granted by NZX. Auckland Airport
has obtained specific ASIC relief to allow
Australian investors to participate up to the
same amount.
Details of the SPP, including terms and
conditions of the Offer and an explanation
of how you can participate, are contained
in this document and the Application
Form. All documents relating to the
SPP as well as the equity raising
investor presentation released on
6 April 2020 are available online at
www.aucklandairportshares.co.nz.
We encourage you to read these
documents carefully before you decide
whether to participate. We also suggest
that you seek financial, investment or other
professional advice before making an
investment decision. Given the present
uncertainties with respect to postal
timing, we encourage all shareholders
that wish to do so to apply online.
If you wish to participate in the SPP, you
must ensure that your Application Form
(and, if you are a Custodian as defined in
clause 4.1 of the Terms and Conditions,
your Custodian Certificate), is completed
online no later than 7:00pm New Zealand
time / 5:00pm Sydney time on 24 April 2020.
Online applications or Application Forms
returned by mail must be received by
Auckland Airport’s Share Registrar,
Link Market Services Limited, no later than
7:00pm New Zealand time / 5:00pm Sydney
time on 24 April 2020. Shares under the
SPP  are expected to be allotted on or
around 1 May 2020, unless the Closing
Date is extended.
On behalf of the board, we encourage you
to consider this opportunity and sincerely
thank you for your ongoing support of
Auckland Airport. We hope for the good
health and wellbeing of all our stakeholders
during this extraordinary time.
Yours sincerely
Dr Patrick Strange
Chairman
Auckland International Airport Limited
1 Refer to NZX announcement dated 26 March 2020
titled “Auckland Airport provides market update on its
response to COVID 19”
Share Purchase Plan Offer – 5

Questions & Answers
1–
What is the share
purchase plan?
The SPP allows Eligible Shareholders to
purchase Shares in Auckland Airport
without incurring brokerage or other
transaction costs. You are eligible to
participate in the SPP if you are a
shareholder of Auckland Airport and:
a. you were registered as a holder of fully
paid Shares at 7:00pm New Zealand
time / 5:00pm Sydney time on the
Record Date, which is 3 April 2020;
b. your registered address is in
New Zealand or Australia;
c. you are not in the United States and
you are not acting for the account or
benefit of a person in the United States
(or in the event that you are acting for
the account or benefit of a person in
the United States, you are not applying
for, or acquiring, any Shares for the
account or benefit of that person); and
d. you do not hold the Shares on behalf
of another person who resides outside
of New Zealand or Australia.
2–
What is the price of the
shares and how many
can I purchase?
The Issue Price will be the lower of:
• NZ$4.66, being the price paid by
investors in Auckland Airport’s recent
Placement (representing a discount of
7.5% to the closing price of Auckland
Airport Shares on the NZX of NZ$5.04
on 3 April 2020); or
• a 2.5% discount to the five day VWAP
during the last five trading days of the
SPP Offer period.
The Issue Price determined above is
a New Zealand dollar amount. If you
apply for an Australian dollar amount of
Shares, Auckland Airport will convert the
New Zealand dollar Issue Price to Australian
dollars at the NZ$:A$ exchange rate
published by the New Zealand Reserve
Bank on its website at 7:00pm New Zealand
time on the Closing Date. The market price
of the Shares may change between the
Opening Date, the date you apply for
Shares under the SPP, and the Allotment
Date. The risks associated with this
potential market fluctuation are described
in question 7 below.
DEFINED WORDS AND EXPRESSIONS USED IN THIS
SHARE PURCHASE PLAN ARE CAPITALISED – SEE
THE GLOSSARY FOR THEIR DEFINITION. THESE
QUESTIONS AND ANSWERS ARE A SUMMARY ONLY
AND YOU SHOULD REFER TO THE TERMS AND
CONDITIONS FOR FURTHER INFORMATION.
6 – Auckland International Airport Limited

The issue of new Shares under the
Offer will be up to a maximum value of
NZ$50,000 / A$47,000, subject to scaling.
If you apply for an Australian dollar amount
of shares and the exchange rate varies
such that the dollar amount you applied for
exceeds the NZ$50,000 regulatory limit,
Shares having a total issue price equal to
NZ$50,000 will be issued to you and you
will be refunded the excess cash amount.
If you wish to participate in the SPP, you
should complete the Application Form
in accordance with the instructions
set out in question 8 below and elect
a payment method, for the value of
the exact amount applied for on the
Application Form. If you are a Custodian,
you will also need to complete and lodge
together with your Application Form
a Custodian Certificate. To determine
whether you are a Custodian, and how
to obtain a Custodian Certificate, refer to
clause 4 of the Terms and Conditions.
Auckland Airport is inviting applications for
up to NZ$200 million of Shares in aggregate.
Auckland Airport reserves the right to, at its
absolute discretion, scale any application
for Shares under the SPP. If Auckland
Airport receives applications in excess of
the total amount of the Offer, it will scale
back all applications on a proportionate
basis in accordance with the number of
Auckland Airport Shares held by the
Applicant (or, in the case of an application
made by a Custodian, the relevant beneficial
owner(s) named in the schedule submitted
with the Application Form) on the Record
Date. If your application is scaled back by
Auckland Airport, your application monies
will be greater than the value of the new
Shares you will be allotted at the Issue Price
and a refund will be issued in accordance
with clause 6 of the Terms and Conditions.
The board of Auckland Airport believes
this is the most equitable manner in which
to deal with applications in excess of the
funds required under the SPP.
Any fractional Shares allocated under
the SPP will be rounded down to the
nearest whole number of Shares and
Auckland Airport will retain any
difference due to rounding.
All Shares issued under the SPP will be
ordinary Shares of Auckland Airport.
Shareholders who subscribe under the
SPP will be eligible to participate in any
future dividends to be declared by
Auckland Airport.
3–
What rights will the
shares have?
Shares under the SPP will rank equally
with existing Shares quoted on the NZX
and ASX, with the same voting rights,
dividend rights and other entitlements.
4–
What dividends can
I expect to receive?
Auckland Airport recently cancelled its
interim dividend payment (due to the
developments in the outbreak of COVID-19),
and has suspended all future dividend
payments while certain covenant waivers
from Auckland Airport’s banking group are
in place (until December 2021). This means
that it is unlikely that you will receive any
dividend payments from Auckland Airport
in respect of your Shares until after
December 2021 at the earliest.
5–
What if I own shares
through a trustee or
custodian or own
shares in more than
one capacity?
If you own Shares through a trustee or
Custodian, then subject to certain
certification requirements and other
conditions, you may instruct the trustee
or Custodian to purchase Shares on your
behalf, up to the NZ$50,000 / A$47,000 limit.
If you own Shares through a trustee or
Custodian and also own Shares in your
own name, then you may either purchase
Shares yourself or instruct your trustee or
Custodian to purchase Shares on your
behalf. You may not do both.
Share Purchase Plan Offer – 7

If you receive more than one copy of this
document, or if you hold Shares in more
than one capacity (e.g. because you are
both a sole and joint holder of Shares), the
maximum amount you may apply to invest
under the SPP in all capacities, and in
aggregate, is NZ$50,000 / A$47,000. You
may not purchase some Shares on your
own behalf and some Shares as a joint
holder. By applying to purchase Shares
under the SPP, you represent that you
have not exceeded this NZ$50,000 /
A$47,000 limit.
If you are an Eligible Shareholder and hold
Shares as Custodian, you may apply for
up to NZ$50,000 / A$47,000 worth of new
Shares for each beneficiary for whom you,
directly or indirectly, act as Custodian
provided that you complete, and submit,
together with the Application Form, a
certificate (Custodian Certificate) certifying
each of the matters set out in section 4.4
of the Terms and Conditions of this SPP.
6–
Is this offer transferable
to another person?
No. This Offer is personal to you and
non-renounceable, so if you elect not to
purchase any Shares under the SPP you
may not transfer your right to purchase
Shares under the SPP to anyone else.
7–
What are the risks of
investing in the SPP and
what if I choose not to
participate in the SPP?
The market price for the Shares may change
between the Opening Date, the date you
apply for Shares under the SPP, and the
Allotment Date. Accordingly, the price paid
under the SPP may be higher or lower than
the price at which Shares in Auckland
Airport are trading on the NZX and ASX at
the time the Shares are issued to you under
the SPP. The Share price is quoted on the
NZX website: www.nzx.com and ASX
website: www.asx.com.au.
Eligible Shareholders may choose to
subscribe for up to NZ$50,000 / A$47,000
of Shares pursuant to the SPP, subject to
any scaling. While Auckland Airport has
attempted to make the Offer as fair as
possible for Eligible Shareholders by
providing for the individual application
cap to be NZ$50,000 / A$47,000 of Shares
(in accordance with the NZX Class Waiver
and the ASIC relief), and by providing that
any scaling will be in reference to individual
shareholdings at the Record Date, the Offer
is not in accordance with your proportionate
shareholding.
Even if you participate in the Offer, your
shareholding in Auckland Airport may
8 – Auckland International Airport Limited

change. Large shareholders may not be
able to obtain sufficient Shares to maintain
their percentage shareholding, while smaller
shareholders may be able to increase their
percentage shareholding. If you do not
subscribe for any Shares under the SPP,
then your percentage shareholding in
Auckland Airport will be reduced.
8–
How do I apply for
shares under the SPP?
If you wish to participate in the SPP, you can
do so online at www.aucklandairportshares.
co.nz. Alternatively, please follow the
step-by-step instructions set out on the
reverse of the enclosed personalised
Application Form. If you are not applying
online, return your completed Application
Form (and, if applicable, your Custodian
Certificate) with your payment to the Share
Registrar so that it is received by 7:00pm
New Zealand time / 5:00pm Sydney time
on the Closing Date (24 April 2020).
By applying to purchase Shares under
the SPP, you represent that you have not
exceeded the NZ$50,000 / A$47,000 limit.
If the exact amount of money is not
tendered, Auckland Airport reserves
the right not to accept all or part of your
payment. In those circumstances,
Auckland Airport will return your
Application Form (and, if applicable,
your Custodian Certificate) and refund all
or part of your payment without interest.
If an Application Form is rejected, all of the
amounts paid will be refunded to the
relevant Applicant. If applications are scaled
back, the Applicant will receive the number
of Shares at the Issue Price accepted by
Auckland Airport following scaling and a
refund of the balance of the relevant
payment amount. All refunds will be made
without interest. Any amount lesser than $5
due to scaling or rounding will be retained
by Auckland Airport. Refunds will be issued
within five business days following the
Allotment Date (see clause 6 of the Terms
and Conditions for more information).
You will not be able to withdraw or revoke
your Application Form once you have
sent it in.
9–
How long is the SPP
open and when will
I receive my shares?
The SPP opens on 9 April 2020 and is
expected to close at 7:00pm New Zealand
time / 5:00pm Sydney time on 24 April 2020,
unless extended. If you want to participate,
you should ensure your application and
payment is received by 7:00pm New Zealand
time / 5:00pm Sydney time on the Closing
Date (24 April 2020). If you are returning
your Application Form by mail, please allow
adequate time for mail deliveries to be
received. Applications received after this
time may not be accepted. Online
applications are encouraged.
You will receive Shares issued to you under
the SPP on the Allotment Date, which is
currently expected to be on or around
1 May 2020. Confirmation of the number
of Shares issued to you under the SPP will
be sent on the Despatch Date, currently
expected to be on or around 1 May 2020.
Share Purchase Plan Offer – 9

Terms & Conditions
2. Eligible Shareholders
2.1. You may participate in the SPP if you
are an Eligible Shareholder. You are
not eligible to participate in the SPP
if you are in the United States or are
acting for the account or benefit of a
person in the United States. If you are
acting for the account or benefit of a
person in the United States, you are
not permitted to apply for or acquire
Shares for, or for the account or
benefit of, that person. Joint holders
of Shares are taken to be a single
registered holder of Shares for the
purposes of determining whether
they are an Eligible Shareholder and
the certification on the Application
Form is taken to have been given
by all of them.
2.2. If you are an Eligible Shareholder, your
rights under this Offer are personal to
you and non-renounceable, so you
may not transfer them.
2.3. Auckland Airport accepts no liability
where an Eligible Shareholder does
not receive an Application Form,
or does not receive the Application
Form in time.
3. Issue price and number of shares
3.1. The Issue Price for Shares under the
SPP is the lower of:
(a) NZ$4.66, being the price payable
by investors in Auckland Airport’s
recent Placement (representing
a discount of 7.5% to the closing
price of Auckland Airport Shares
on the NZX of NZ$5.04 on
3 April 2020); or
(b) a 2.5% discount to the five day
VWAP during the last five trading
days of the SPP Offer period.
3.2. Eligible Shareholders may elect to
purchase Shares up to a maximum
of NZ$50,000 / A$47,000, subject to
scaling, by filling in the appropriate box
on the Application Form. Any fractional
Shares allocated under the SPP will be
rounded down to the nearest whole
number of Shares.
3.3. The Issue Price is a New Zealand
dollar amount. If you apply for an
Australian dollar amount of Shares,
Auckland Airport will convert the
New Zealand dollar Issue Price to
Australian dollars at the NZ$:A$
exchange rate published by the
New Zealand Reserve Bank on its
IF YOU APPLY TO PARTICIPATE IN THE SPP BY
COMPLETING THE APPLICATION FORM (AND,
IF APPLICABLE, A CUSTODIAN CERTIFICATE)
ONLINE OR BY MAIL, YOU ARE ACCEPTING THE
RISK THAT THE MARKET PRICE OF SHARES MAY
CHANGE BETWEEN THE OPENING DATE, THE
DATE  YOU APPLY FOR SHARES UNDER THE SPP,
AND THE ALLOTMENT DATE. THIS MEANS THAT IT IS
POSSIBLE THAT UP TO OR AFTER THE ALLOTMENT
DATE, YOU MAY BE ABLE TO BUY SHARES ON THE
NZX MAIN BOARD OR THE ASX AT A LOWER PRICE
THAN THE ISSUE PRICE.
WE ENCOURAGE YOU TO SEEK YOUR OWN
FINANCIAL ADVICE REGARDING YOUR
PARTICIPATION IN THE SPP.
Record Date:Eligible Shareholders registered at 7:00pm New Zealand time /
5:00pm Sydney time on 3 April 2020 may participate in the SPP.
Opening Date:The Offer opens on 9 April 2020. This document is mailed to
Eligible Shareholders on 9 April 2020.
Closing Date:The Offer closes at 7:00pm New Zealand time / 5:00pm Sydney
time on 24 April 2020, unless extended. Online applications or
Application Forms returned by mail, and payment in accordance
with the instructions provided must be received by the Share
Registrar by this time. Application Forms may, at Auckland
Airport’s option, not be processed or held to be valid if they
have not been received by this time.
Announcement of
SPP Results Date:
The completion, Issue Price and results of the SPP will be
announced on the NZX and ASX on 29 April 2020.
ASX Settlement DateSettlement on the ASX on 30 April 2020.
NZX Settlement DateSettlement on the NZX on 1 May 2020.
Allotment Date:The Shares are proposed to be allotted on or around 1 May 2020,
unless the Closing Date is extended.
NZX Commencement
of trading:
Auckland Airport expects the Shares under the SPP will
commence trading on the NZX on the Allotment Date.
Despatch Date:Auckland Airport expects that a transaction confirmation will be
despatched to you on or around 1 May 2020.
ASX Commencement
of trading:
Auckland Airport expects the Shares under the SPP will commence
trading on the ASX on 4 May 2020.
1. Offer Timetable
10 – Auckland International Airport Limited

website at 7:00pm New Zealand time
on the Closing Date. The market price
of the Shares may change between the
Opening Date, the date you apply for
Shares under the SPP, and the
Allotment Date.
3.4. If you apply for an Australian dollar
amount of Shares and the exchange
rate varies such that the dollar amount
you applied for exceeds the NZ$50,000
regulatory limit, Shares having a total
issue price equal to NZ$50,000
(rounded to the nearest whole share)
will be issued to you and you will be
refunded the excess cash amount.
3.5. Eligible Shareholders may only make
a single application for Shares under
the SPP. This applies to all Eligible
Shareholders, including those who
receive more than one offer under the
SPP (for example, because they hold
Shares in more than one capacity)
and including whether the Eligible
Shareholder is applying through a
Custodian or on his or her own behalf.
Accordingly, if you own Shares through
a trustee or Custodian and also own
Shares in your own name, then you
may either purchase Shares yourself
or instruct your trustee or Custodian
to purchase Shares on your behalf.
You may not do both.
3.6. Auckland Airport is inviting
applications for up to NZ$200 million
of Shares in aggregate. If Auckland
Airport receives applications in excess
of the total amount of the Offer, it will
scale back all applications on a
proportionate basis in accordance with
the number of Auckland Airport Shares
held by the Applicant (or, in the case
of an application made by a Custodian,
the relevant beneficial owner(s) named
in the schedule submitted with the
Application Form) on the Record Date.
The board of Auckland Airport believes
this is the most equitable manner
in which to deal with applications
in excess of the funds required
under the SPP.
3.7. To the maximum extent permitted
by law, Auckland Airport, the Lead
Managers and each of their respective
related bodies corporate and affiliates,
and each of their respective directors,
officers, partners, employees,
representatives and agents, disclaim
all liability, including for negligence,
for any failure to obtain any particular
exchange rate, or any movements
in exchange rates, if exchanging the
New Zealand Issue Price of Shares
into Australian dollars. The Lead
Managers and Auckland Airport
reserve the right to allocate
entitlements to Shares under
the SPP at their discretion.
4. Custodians
4.1. Under the SPP, a Custodian is any
Eligible Shareholder:
(a) in the case of any Eligible
Shareholder having a registered
address in New Zealand, that:
(i) is a trustee corporation or a
nominee company and holds
Shares in Auckland Airport by
reason only of acting for
another person in the ordinary
course of business of that
trustee corporation or nominee
company; or
(ii) holds Shares in Auckland
Airport by reason only of being
a bare trustee of a trust to
which the Shares are subject.
(b) in the case of any Eligible
Shareholder having a registered
address in Australia, provides a
custodial or depository service
in relation to shares of Auckland
Airport and who:
(i) holds an Australian financial
services licence covering the
provision of a custodial or
depository service;
(ii) is exempt from the requirement
to hold an Australian financial
services licence covering the
provision of a custodial or
depository service;
(iii) holds an Australian financial
services licence covering the
operation of an IDPS (as
defined in ASIC Class Order
[CO/13/763]) or is a responsible
entity of an IDPS-like scheme
(as defined in ASIC Class Order
[CO 13/762]);
(iv) is a trustee of a self-managed
superannuation fund or a
superannuation master trust; or
(v) is a registered holder of Shares
and is noted on the register of
members of Auckland Airport
as holding the Shares on
account of another person.
4.2. Custodians may apply to purchase
Shares for an amount greater than
NZ$50,000 / A$47,000, provided
that the Custodian only applies for
no more Shares than collectively
have an aggregate application price
of NZ$50,000 / A$47,000 for each
beneficial owner for whom the
Custodian acts as a Custodian.
Each beneficial owner may only
direct the Custodian to apply on
behalf of that beneficial owner for
a single share parcel.
4.3. Custodians must confirm to Auckland
Airport that they are holding Shares as
a Custodian for one or more beneficial
owners and certify the matters
described in clause 4.4 below by
providing a Custodian Certificate
together with the Custodian’s
Application Form. To request a
Custodian Certificate, or if you would
like further information on how to apply
for Shares as a Custodian, you should
contact Auckland Airport’s Share
Registrar, Link Market Services
Limited, at any time from 8:30am to
5:00pm New Zealand time / Sydney
time (Monday to Friday) prior to the
Closing Date on 24 April 2020.
4.4. If a Custodian applies to purchase
Shares on behalf of one or more
beneficial owners, the Custodian must
certify to Auckland Airport in writing
the following matters in the form and
manner set out in the Custodian
Certificate (available on request from
the Share Registrar):
(a) that the Custodian held Shares
on behalf of:
(i) one or more other persons that
are not Custodians; and /or
(ii) another Custodian
(Downstream Custodian) that
holds beneficial interests in
Shares on behalf of one or more
other persons to which those
interests relate, on 3 April 2020
at 7:00pm New Zealand time /
5:00pm Sydney time (each, a
Participating Beneficiary) who
have subsequently instructed
the Custodian, and/or the
Downstream Custodian, to
apply for Shares under the
SPP on their behalf;
(b) the number of Participating
Beneficiaries and their names
and addresses;
(c) the number of Shares that the
Custodian holds on behalf of each
Participating Beneficiary;
(d) the dollar amount of Shares that
each Participating Beneficiary has
instructed the Custodian, either
directly or indirectly through a
Downstream Custodian, to apply
for on their behalf;
Share Purchase Plan Offer – 11

(e) that there are no Participating
Beneficiaries in respect of which
the total of the application price
for the following exceeds
NZ$50,000 / A$47,000:
(i) the application price for new
Shares applied for on their
behalf under the SPP; and
(ii) the application price for any
other Shares issued to the
Custodian (as a result of an
instruction given to the
Custodian or a Downstream
Custodian) for that Participating
Beneficiary under any
arrangement similar to the SPP
in the 12 months prior to the
application for new Shares
under the SPP;
(f) that a copy of this document
was given to each Participating
Beneficiary;
(g) where the Custodian holds
Shares on behalf of a Participating
Beneficiary indirectly, through one
or more Downstream Custodians,
the name and address of each
Downstream Custodian; and
(h) that the beneficial owner on whose
behalf the Custodian is submitting
an Application Form is not making
an application as an Eligible
Shareholder for Shares under
the SPP, and no other Custodian
is submitting an Application
Form under the SPP for that
beneficial owner.
4.5. Custodians are not permitted to
participate in the SPP on behalf of,
and must not distribute this document
or any documents (including the
Application Form) relating to this SPP
to, any person in the United States.
In the event that a Custodian is acting
for the account or benefit of a person
in the United States, it is not permitted
to participate in respect of that person.
5. Completing the application form and
paying for shares
5.1. If you wish to participate in the SPP,
you must complete the online
Application Form at www.
aucklandairportshares.co.nz and make
payment in accordance with the
instructions provided. Alternatively,
complete and return by mail a printed
Application Form together with
payment in accordance with the
instructions set out in the Application
Form. If you are a Custodian, you must
also complete a Custodian Certificate
which may be obtained from Auckland
Airport’s Share Registrar, Link Market
Services Limited, as noted in
paragraph 4.3 above.
5.2. Eligible Shareholders should make
payment for the value of the exact
amount applied for on the Application
Form, in accordance with the share
parcel selected.
5.3. To be valid, your application (and, if
applicable, Custodian Certificates)
and payment must be received by
Link Market Services Limited by
7:00pm New Zealand time / 5:00pm
Sydney time on 24 April 2020.
Application Forms (and, if applicable,
Custodian Certificates) or payment
received after that date will only be
accepted at Auckland Airport’s
discretion. Application Forms
(and, if applicable Custodian
Certificates) should be returned
in the following manners:
BY EMAIL: applications@
linkmarketservices.co.nz
(Please use “Auckland Airport SPP”
as the subject of the email)
Direct debit application only
BY FAX: +64 9 375 5990
Direct debit application only
BY HAND: Link Market Services
Limited
Level 11, Deloitte Centre
80 Queen Street Auckland
or
Link Market Services Limited
Level 12, 680 George Street
Sydney
Australia
BY MAIL: Link Market Services
Limited
PO Box 91976
Auckland 1142
New Zealand
or
Link Market Services Limited
Locked Bag A14
Sydney South
NSW 1235
Australia
6. Auckland Airport’s discretion
to accept, reject or scale back
applications
6.1. Auckland Airport has discretion to
accept or reject your Application
Form to purchase Shares under the
SPP, including (without limitation) if:
(a) your Application Form or Custodian
Certificate (if applicable) is
incorrectly completed or incomplete
or otherwise determined by
Auckland Airport to be invalid;
(b) your payment is dishonoured or
has not been completed correctly;
(c) the cheque that you enclose with
your Application Form (and, if
applicable, Custodian Certificate)
is not denominated in New Zealand
dollars or Australian dollars, for the
exact amount applied for on the
Application Form;
12 – Auckland International Airport Limited

(d) it appears that you are applying
to buy more than NZ$50,000 /
A$47,000 (in aggregate) of Shares
(except if you are a Custodian
applying on behalf of more
than one beneficial owners in
accordance with clause 4.2);
(e) your Application Form, Custodian
Certificate (if applicable) or
payment is received after the
Closing Date. While Auckland
Airport has discretion to accept
late Application Forms, Custodian
Certificates (if applicable) and
payments, there is no assurance
that it will do so. Late Application
Forms, Custodian Certificates (if
applicable) and payments, if not
processed, will be returned to you
at your registered address. No
interest will be paid on any
application money returned to you;
(f) Auckland Airport believes that you
are not an Eligible Shareholder or
Custodian; or
(g) Auckland Airport considers that
your application does not comply
with these Terms and Conditions.
6.2. Auckland Airport reserves the right to
scale back at its absolute discretion
any application for Shares under the
SPP. If Auckland Airport receives
applications in excess of the total
amount of the Offer, it will scale back
all applications on a proportionate
basis in accordance with the number
of Auckland Airport Shares held by
the Applicant (or, in the case of an
application made by a Custodian,
the relevant beneficial owner(s) named
in the schedule submitted with the
Application Form) on the Record Date.
The board of Auckland Airport believes
this is the most equitable manner in
which to deal with applications in
excess of the funds required under
the SPP.
6.3. If an application is rejected, all of the
relevant amounts will be refunded
to the Applicant. If applications are
scaled back, the Applicant will receive
the number of Shares at the Issue
Price in respect of which the
application is accepted and a refund
of the balance of the relevant
application payment. All refunds
will be made without interest.
6.4. Any difference less than $5 due to
scaling or rounding will be retained
by Auckland Airport and not refunded.
6.5. Refunds will either be made by direct
credit to the bank account held by
Auckland Airport’s Share Registrar,
Link Market Services Limited, or by
a cheque payable to the relevant
Applicant in their name(s), which will
be posted to the address set out in
the Application Form. Refunds will
be issued within five business days
following the Allotment Date.
7. Significance of sending in an
application / representations,
warranties and agreements
7.1. If you apply to participate in the
SPP by completing and returning the
Application Form either by mail or
online (and, if applicable a Custodian
Certificate), you will be deemed to
make the following representations,
warranties and agreements:
(a) your application, on these Terms
and Conditions, will be irrevocable
and unconditional (i.e. it cannot
be withdrawn);
(b) you certify to Auckland Airport that
you are an Eligible Shareholder
entitled to apply for Shares under
these Terms and Conditions;
(c) you agree to be bound by the
Constitution of Auckland Airport;
(d) you certify to Auckland Airport
that you are not applying for
Shares under the SPP with an
application price in excess of
NZ$50,000 / A$47,000, even
though you may have received
more than one offer under the
SPP or received offers in more
than one capacity under the SPP;
(e) without limiting Auckland Airport’s
discretion to accept or reject
applications in section 6 above,
you authorise Auckland Airport
(and its officers or agents) to
correct any error in, or omission
from, your Application Form
(and, if applicable, your Custodian
Certificate) and to complete
the Application Form (and, if
applicable, the Custodian
Certificate) by the insertion
of any missing details;
(f) you acknowledge that Auckland
Airport may at any time irrevocably
determine that your Application
Form (and, if applicable, your
Custodian Certificate) is valid,
in accordance with these Terms
and Conditions, even if the
Application Form (or, as applicable,
your Custodian Certificate) is
incomplete, contains errors or
is otherwise defective;
(g) you accept the risk associated
with any refund that may be
despatched to you by cheque
to your address shown on
Auckland Airport’s share register;
(h) you agree to indemnify Auckland
Airport for, and to pay to Auckland
Airport within five business days
of demand, any dishonour fees or
other costs Auckland Airport may
incur in presenting a cheque for
payment which is dishonoured;
(i) you acknowledge that none of
Auckland Airport, its advisers
or agents has provided you with
investment advice or financial
product advice, and that none of
them has an obligation to provide
advice concerning your decision
to apply for and purchase Shares
under the SPP;
(j) you acknowledge the risk that the
market price for the Shares may
change between the Opening
Date, the date you apply for
Shares under the SPP, and the
Allotment Date. A change in
market price during this period
may affect the Issue Price or value
of the Shares you receive under
the SPP;
(k) you acknowledge that Auckland
Airport is not liable for any exercise
of its discretions referred to in
these Terms and Conditions;
(l) you are not in the United States
and are not acting for the account
or benefit of a person in the United
States (or in the event that you are
acting for the account or benefit of
a person in the United States, you
are not applying for, or acquiring,
any Shares for the account or
benefit of that person);
(m) you understand and acknowledge
that the Shares have not been,
and will not be, registered under
the U.S. Securities Act or the
securities laws of any state or
other jurisdiction of the United
States, and accordingly, the
Shares may not be offered, sold
or otherwise transferred, directly
or indirectly, in the United States,
or to any person acting for the
account or benefit of a person
in the United States (to the extent
such person is acting for the
account or benefit of a person
in the United States);
(n) you have not, and will not, send
this document or any materials
relating to the SPP to any person
in the United States;
(o) if in the future you decide to sell
or otherwise transfer the Shares,
you will only do so in regular way
for transactions on the NZX or the
ASX where neither you nor any
person acting on your behalf know,
Share Purchase Plan Offer – 13

or have reason to know, that the
sale has been pre-arranged with,
or that the purchaser is, a person
in the United States; and
(p) if you are acting as a trustee,
nominee or Custodian, each
beneficial holder on whose behalf
you are applying for and acquiring
Shares is resident in New Zealand
or Australia and is not in the United
States; and
(q) you irrevocably and unconditionally
agree to these Terms and
Conditions and agree not to do
any act or thing which would be
contrary to the spirit, intention or
purpose of the SPP.
7.2. If a Custodian applies to purchase
Shares under the SPP for a beneficial
owner pursuant to clause 4.2:
(a) the certification referred to in
clause 7.1(d) will be taken to be
given by the beneficial owner on
whose behalf the Custodian is
applying to purchase Shares; and
(b) in addition to the matters referred
to in clause 7.1, the Custodian also
certifies each of the matters set
out in the Custodian Certificate.
8. The shares
8.1. Shares issued under the SPP will rank
equally in all respects with existing
Shares quoted on the NZX and ASX,
with the same voting rights, dividend
rights and other entitlements. The
Shares to be issued under the SPP
have been accepted for quotation on
the NZX and ASX and it is expected
that the Shares will be quoted upon
completion of the allotment
procedures. However, neither NZX
Limited nor ASX Limited accepts
any responsibility for any statement
in this document.
8.2. The issue of new Shares under the
SPP up to a maximum value of
NZ$50,000 per Eligible Shareholder
(or per beneficial owner, in the case of
holdings held by Custodians) is being
undertaken pursuant to NZX Listing
Rule 4.3.1 (Share Purchase Plan) as
modified by the NZX Waiver, which,
among other things, increased the
maximum consideration payable
for equity securities in an SPP to
NZ$50,000 per registered holder.
8.3. The issue of new Shares under the
SPP up to a maximum value of
NZ$50,000 per Eligible Shareholder
(or per beneficial owner, in the case
of holdings by Custodians) in Australia,
is being undertaken pursuant to ASIC
Corporations (Share and Interest
Purchase Plans) Instrument 2019/547
as amended by ASIC Instrument
20-0332, which among other things
increased the maximum consideration
payable for equity securities in the SPP
to NZ$50,000 per registered holder.
9. Financial statements
9.1. You may obtain free of charge the most
recent annual report and financial
statements of Auckland Airport by
contacting Auckland Airport‘s Share
Registrar, Link Market Services, or
you may download the reports
from the Auckland Airport website:
www.aucklandairport.co.nz.
10. Amendments to the SPP and waiver
of compliance
10.1. Notwithstanding any other term or
condition of the SPP and/or the
Application Form, Auckland Airport
may, at its discretion:
(a) make non-material modifications
to the SPP or these Terms and
Conditions without notice (in which
case applications for Shares under
the SPP will remain binding on all
Applicants notwithstanding such
modification and irrespective of
whether an Application Form was
received by Link Market Services
Limited before or after such
modification is made); and/or
(b) suspend or terminate the SPP at
any time prior to the issue of the
Shares under the SPP. If the SPP
is terminated, application monies
will be refunded to Applicants
without interest.
10.2. Auckland Airport reserves the right to
waive compliance with any provision
of these Terms and Conditions (either
generally, or in respect of a particular
Applicant or Applicants).
11. Governing law
11.1. These Terms and Conditions shall
be governed by and construed
in accordance with the laws of
New Zealand.
12. Disputes
12.1. If any dispute arises in connection with
the SPP, Auckland Airport may settle it
in any manner it thinks fit. It may do so
generally or in relation to any particular
participant, application or Share.
Auckland Airport’s decision will be
final and binding.
13. Inconsistency
13.1. Unless otherwise determined by the
directors of Auckland Airport, in the
event of any inconsistency between
the Terms and Conditions of the SPP
and Auckland Airport’s constitution,
Auckland Airport’s constitution
shall prevail.

14 – Auckland International Airport Limited

Glossary
Allotment DateOn or around 1 May 2020, unless the Closing Date is extended.
ApplicantAn applicant for Shares in the SPP.
Application FormThe personalised application form relating to the SPP that you received with this document, including
the instructions on the reverse of the form.
ASXASX Limited or the market it operates (as the context requires).
ASX Listing RulesThe listing rules from time to time of the ASX Main Board.
ASX Settlement Date4 May 2020.
Auckland AirportAuckland International Airport Limited, a company listed on the NZX and ASX.
Closing Date7:00pm New Zealand time / 5:00pm Sydney time on 24 April 2020, unless extended.
CustodianSee clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian CertificateThe certificate that must be submitted by an Applicant that is a Custodian together with that
Applicant’s Application Form (available on request from the Share Registrar).
Despatch DateOn or around 1 May 2020, unless extended.
Downstream CustodianSee clause 4.4 of the Terms and Conditions for the definition of “Downstream Custodian”.
Eligible ShareholderA person who, at 7:00pm New Zealand time / 5:00pm Sydney time on the Record Date, was recorded
in Auckland Airport’s share register as being a registered holder of Shares and having an address
in New Zealand or Australia. A person who holds Shares on behalf of another person who resides
outside New Zealand or Australia is not an Eligible Shareholder. In particular, a person is not eligible
to participate in the SPP if it is in the United States or is acting for the account or benefit of a person
in the United States.
Ineligible ShareholderA person who, at 7:00pm New Zealand time / 5:00pm Sydney time on the Record Date, was recorded in
Auckland Airport’s share register as being a registered holder of Shares and is not an Eligible Shareholder.
Issue PriceThe price at which the Shares will be issued pursuant to the SPP, being the lower of the price paid be
investors in Auckland Airport’s recent Placement (NZ$4.66) or a 2.5% discount to the five day VWAP
during the last five trading days of the SPP Offer period.
Lead ManagersCitigroup Global Markets Limited, Credit Suisse (Australia) Limited and Jarden Securities Limited.
NZX The main board financial product market operated by NZX Limited.
NZX Class WaiverThe NZXR Regulation issued Class Waiver and Ruling in relation to Section 4 of the NZX Listing Rules
dated 19 March 2020.
NZX Listing RulesThe listing rules from time to time of the NZX Main Board.
NZX Settlement Date1 May 2020.
Opening Date9 April 2020.
Participating BeneficiarySee clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.
PlacementThe placement of Shares announced to NZX on 6 April 2020.
Record Date7:00pm New Zealand time / 5:00pm Sydney time on 3 April 2020.
SharesOrdinary shares of Auckland International Airport Limited.
Share RegistrarAuckland Airport’s share registrar, Link Market Services Limited.
SPP or OfferThe SPP detailed in this document.
Terms and ConditionsThe terms and conditions of the SPP detailed in this document.
U.S. Securities ActThe U.S. Securities Act of 1933.
VWAPThe volume weighted average price of Shares traded on the NZX Main Board.
Share Purchase Plan Offer – 15

Directory
Auckland Airport is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 380357
Australian Registered Body Number (ARBN) 085 819 156
For investor relations queries contact: investors@aucklandairport.co.nz
REGISTERED OFFICE
Auckland International Airport Limited
First Floor, 4 Leonard Isitt Drive
Auckland Airport
Manukau, 2022
New Zealand
SHARE REGISTRAR
Link Market Services Limited Link Market Services Limited
Level 11, Deloitte Centre Level 12
80 Queen Street 680 George Street
Auckland 1010 Sydney 2000
New Zealand NSW, Australia
+64 9 375 5998 +61 1300 554 474
applications@linkmarketservices.com applications@linkmarketservices.com
LEGAL ADVISERS
Russell McVeagh King & Wood Mallesons
Vero Centre, Shortland Street Level 61, Governor Phillip Tower
Auckland 1010 1 Farrer Place
New Zealand Sydney, NSW 2000
Australia

LEAD MANAGERS
Jarden Securities Limited Credit Suisse (Australia) Limited
Level 39, ANZ Centre Level 31, 1 Macquarie Place
23-29 Albert Street Sydney, NZW 2000
Auckland 1010 Australia
New Zealand
Citigroup Global Markets Limited
Citigroup Centre, Canada Square,
Canary Wharf,
London E14 5LB,
United Kingdom
16 – Auckland International Airport Limited

aucklandairport.co.nz
PO Box 73020, Auckland Airport,
Manukau 2150, New Zealand