Air NZ 2020 Notice of Annual Meeting and Voting Form

Auditorium
ASB Waterfront Theatre, 138 Halsey Street, Auckland
Commencing at 1:00pm
Tuesday 29 September 2020
2020
NOTICE OF
ANNUAL MEETING

JELLICOE
ST
BRIGHAM
ST
DALDY
ST
HALSEY
ST
HALSEY
ST
MADDEN
ST
PAKENHAM
ST
GAUNT
ST
VIADUCT HARBOUR AVE
VIADUCT BASIN
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2020
LOCATION MAP
ASB
Waterfront
Theatre
138 Halsey St

NOTICE OF MEETING
Notice is given that the Annual Meeting of Air New Zealand Limited
(the “Company”) will be held at:
AUDITORIUM
ASB Waterfront Theatre, 138 Halsey Street, Auckland
on Tuesday 29 September 2020 commencing at 1:00pm.
*For map please see page opposite.
BUSINESS
• Chairman’s Address
• Chief Executive Officer’s Review
Resolution 1: TO RE-ELECT Linda Jenkinson
Linda Jenkinson retires by rotation and, being eligible,
stands for re-election. (See Explanatory Notes for profile)
Resolution 2: TO RE-ELECT Laurissa Cooney
Laurissa Cooney retires by rotation and, being eligible,
stands for re-election. (See Explanatory Notes for profile)
Resolution 3: TO RE-ELECT Dean Bracewell
Dean Bracewell retires by rotation and, being eligible,
stands for re-election. (See Explanatory Notes for profile)
Resolution 4: TO RE-ELECT Larry De Shon
Larry De Shon retires by rotation and, being eligible,
stands for re-election. (See Explanatory Notes for profile)
• Shareholder Questions
By Order of the Board

Jennifer Page
General Counsel & Company Secretary
Auckland, New Zealand
30 August 2020
1
AIR NEW ZEALAND GROUP

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 Friday 25 September 2020. 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, she 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 & 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 1:00pm on Friday 25 September 2020. Please see the front
page of the Proxy / Postal Voting Form on how to return your proxy
or postal vote.
PROCEDURAL NOTES
2
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2020

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
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.
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 1:00pm on
Friday 25 September 2020.
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)
3
AIR NEW ZEALAND GROUP

EXPLANATORY NOTES
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 Linda Jenkinson
Linda Jenkinson
MBA., BBS
Appointed 1 June 2014
Last elected 28 September 2017

Ms Jenkinson is a proven global entrepreneur who has started three
multi-national companies, one of which listed on the NASDAQ. Most
recently she was the co-founder of John Paul, a global concierge
services and digital solutions company that services some of the
world’s leading customer facing businesses. Prior to that Linda was
the first New Zealand women to list on the NASDAQ, where she listed
a global on-demand transportation company with more than 6,000
workers in 80 cities.
Ms Jenkinson currently chairs Guild Super, Jaxsta (JXT.AX) and
Unicef Aotearoa NZ. She is a director of the Eclipz Group (ECX.AX)
in Australia, a director of Harbour Asset Management and a trustee
and secretary of the Massey University Foundation in the United
States. Ms Jenkinson is the Founder of LevelUp, working with
high-growth companies which includes Valocity, where she chairs
the Advisory Board.
Previously Ms Jenkinson was a partner at A.T. Kearney in their
Global Financial Services Practice and was a leader in A.T. Kearney’s
Global Sourcing Practice. Ms Jenkinson holds a Master of Business
Administration from The Wharton School, University of Pennsylvania
and a Bachelor of Business Studies from Massey University. In 2016,
Ms Jenkinson was named a World Class New Zealander by Kea and
was named as one of the most influential women in the Bay Area for
2014 by the San Francisco Business Times. In 2014 Ms Jenkinson
was a recipient of Massey University’s Sir Geoffrey Peren Award,
which recognises a graduate who has reached the highest level of
achievement or who has been of significant service to the university,
community or nation.
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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2020

EXPLANATORY NOTES
(CONTINUED)
Resolution 2:
RE-ELECTION
of Laurissa Cooney
Laurissa Cooney
BMS (Hons), FCA, CMInstD
Appointed 1 October 2019
Ms Cooney is a Fellow of the New Zealand Institute of Chartered
Accountants, and a Chartered Member of the Institute of Directors
in New Zealand. She has previously held senior manager, auditing
and consulting roles with Deloitte in New Zealand and Deloitte
Touche in London and was the Chief Financial Officer for Te Whare
Wānanga o Awanuiārangi.
Ms Cooney currently serves as the Chair of Tourism Bay of Plenty, and
is an Independent Non-Executive Director for AWF Madison Group
and a Trustee on the Charitable Investment Trust for Ngāi Tai ki
Tāmaki. She also holds a role as an independent director on the Audit
& Risk board of Ngā Tāngata Tiaki and was previously a committee
member for the Institute of Directors Bay of Plenty Branch. She was
a 2017 recipient of the Institute of Directors Emerging Director Award.
Ms Cooney is of Te Āti Hau Nui a Pāpā Rangi (Whanganui) descent.
5
AIR NEW ZEALAND GROUP
ELECTION OF DIRECTORS
RESOLUTION 2

EXPLANATORY NOTES
(CONTINUED)
6
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2020
Resolution 3:
RE-ELECTION
of Dean Bracewell
Dean Bracewell
Appointed 20 April 2020
Mr Bracewell has significant experience in the freight and logistics
industry, with the majority of his career spent at Freightways
Limited (Freightways) where he held a number of senior leadership
and Executive roles, including most recently as Managing Director
from 1999 to 2017.
During his over 30-year career at Freightways he led the business
through its successful initial public offering in 2003 and as it
diversified its business and extended its geographical footprint
into Australia.
Mr Bracewell is a Director of Tainui Group Holdings Limited,
Property for Industry Limited and the Halberg Foundation. He
is also a member of the Government’s Future of Rail Steering
Group and was a director of the public policy think tank “The New
Zealand Initiative” and its predecessor the “New Zealand Business
Roundtable” from 2011 to 2015.
Mr Bracewell is of Ngāti Maniapoto and Ngāi Te Rangi descent.
ELECTION OF DIRECTORS
RESOLUTION 3

EXPLANATORY NOTES
(CONTINUED)
7
AIR NEW ZEALAND GROUP
ELECTION OF DIRECTORS
RESOLUTION 4
Resolution 4:
RE-ELECTION
of Larry De Shon
Larry De Shon
BA Communications, BA Sociology
Appointed 20 April 2020
Mr De Shon has more than 40 years’ experience in the Aviation and
transportation industries.
Prior to joining Air New Zealand’s Board in April 2020, he was
Chief Executive Officer of Avis Budget Group, Inc, where he was
responsible for more than 30,000 employees globally.
He also spent 28 years with United Airlines where he held a number
of Executive roles across key business areas such as Airport
Operations, Marketing and On-Board Service. During his time as
the head of United’s worldwide Airport Operations, he oversaw
the airline’s ground operations, logistics, safety, customer service,
product development and internal communications teams.
Mr De Shon is a non-executive director for The Hartford Financial
Services Group Inc, a US-based Fortune 500 investment and
insurance company, where he serves on the board’s Audit Committee
and the Finance, Investment and Risk Management Committee.
Mr De Shon has bachelor’s degrees in both communications and
sociology from the University of Missouri, Kansas.

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AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2020

AIR NEW ZEALAND GROUP

H E TĀ N G ATA , H E TĀ N G ATA , H E TĀ N G ATA .

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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 Tuesday 29 September 2020, commencing at 1:00pm,
at the Auditorium, ASB Waterfront Theatre, 138 Halsey Street, 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 Friday 25 September 2020.
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 & 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 she 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 1:00pm on Friday 25 September 2020.
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 Tuesday 29 September 2020 at 1:00pm 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 Linda Jenkinson

2. To re-elect Laurissa Cooney

3. To re-elect Dean Bracewell

5. To re-elect Larry De Shon

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 1:00pm Friday 25 September 2020.
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:

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30 August 2020
Dear Shareholder
Online Annual Meeting
I am pleased to invite you to attend our Annual Meeting. This meeting is your chance to hear first-hand from the
Board and senior executives and ask questions about the business you have invested in.
In addition to the important task of electing directors, shareholders have the opportunity to discuss the events
of the past year and the recovery plans of the Board and management. Details are more fully set out in the
Notice of Meeting.
In the current environment, although we hope to be able to run a physical component to the meeting, we need
to remain responsive to the health controls in place and comply with any restrictions or appropriate protocols.
In light of this, the ability offered to all our shareholders, regardless of location, to participate in the Annual
Meeting online at airnewzealand.co.nz/annual-meeting, becomes more important. At this site you will also find
meeting materials, including guides for online attendance and smartphone voting options.
You will be able to hear and view the meeting on your own computer or mobile device, vote on resolutions
and ask questions.
If you are attending the Annual Meeting in Auckland, please still bring your paper admission card, as this will
assist in your registration.
Thank you for your continued support of our national airline.
Kind regards
Dame Therese Walsh
Chairman
Air New Zealand
Air New Zealand Limited
185 Fanshawe Street, Private Bag 92007, Auckland 1142, New Zealand
Facsimile 64 9 336 2401, Telephone 64 9 336 2400
Also registered in Australia under ABN 70 000 312 685