Air NZ announces arrangements for virtual only 2020 ASM

Stock exchange listings: New Zealand (NZX: AIR) / Australia (ASX: AIZ) / ADR (OTC: ANZLY)


MARKET ANNOUNCEMENT

Air New Zealand postal address: Private Bag 92007, Auckland, 1142, New Zealand
Investor Relations email: investor@airnz.co.nz
Investor website: www.airnewzealand.co.nz/investor


9 September 2020
Arrangements for virtual only 2020 Annual Shareholder Meeting

Air New Zealand today advises that in light of current and expected Covid-19 related social
distancing restrictions, it will no longer offer shareholders the ability to attend the Annual
Shareholders’ Meeting in person.
Shareholders will be able to attend the meeting, which is to be held on Tuesday 29 September
2020, through a virtual meeting platform only.
The Notice of Meeting and Proxy Form have been revised to remove references to the physical
meeting. No changes have been made to the business of the meeting, or the processes around
virtual attendance.
The revised documents will be made available on the Company’s website and emailed to
shareholders this week. Physical copies will be sent to shareholders who receive
correspondence in that manner post-dated no later than 14 September.
Virtual Shareholder meeting details
To participate in the meeting online, shareholders can register using the following link
www.virtualmeeting.co.nz/air20. Shareholders may also access the meeting link and Portal
Guide from the Company’s website, www.airnewzealand.co.nz/annual-meeting.
Shareholders attending and participating via the online platform will be able to vote and ask
questions during the meeting. When participating online you will require your shareholder
number, found on your proxy form, for verification purposes.
Information regarding virtual attendance at the meeting (including how to vote and ask questions
virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide, which
is available at https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
Questions can also be submitted in advance of the meeting using the proxy form, or during the
meeting by asking questions via the online platform. The Chairman will answer as many of the
most frequently asked questions as possible during the meeting.
Shareholders can also appoint a proxy and direct their votes in advance of the meeting. Please
see the Notice of Meeting for instructions.
Ends.

Jennifer Page Kim Cootes
General Counsel & Company Secretary Investor Relations Manager
jennifer.page@airnz.co.nz kim.cootes@airnz.co.nz

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COMMENCING AT 1:00PM
Tuesday 29 September 2020
2020
NOTICE OF
ANNUAL MEETING

AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2020

NOTICE OF MEETING
Notice is given that the Annual Meeting of Air New Zealand Limited
(the “Company”) will be held on Tuesday 29 September 2020
commencing at 1:00pm.
This will be a virtual only meeting.
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
8 September 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.
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 not be able to attend the Meeting in person.
Participation in the Meeting will be virtual only, 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.
4
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.

8
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
PROXY OR POSTAL VOTING FORM
The Air New Zealand Annual Meeting will be held on Tuesday 29 September 2020, commencing at 1:00pm.
This will be a virtual only meeting.
ATTENDING THE MEETING
1. 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.
2. 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.
3. 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.
4. 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
5. 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.
6. You can cast your postal vote online in accordance
with the instructions above.
7. 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.
8. If you complete the postal vote section and also
appoint a proxy your postal vote will take priority over
your proxy appointment.
PROXY APPOINTMENT
9. 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.
10. 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).
11. 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.
12. 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
13. 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.
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

4. 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: