Air NZ launches comprehensive recapitalisation package

Capital Raise30 March 2022AIRIndustrials

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
30 March 2022

Air New Zealand launches comprehensive recapitalisation package including
pro rata renounceable rights offer
Air New Zealand is launching a comprehensive NZ$2.2 billion recapitalisation package
to help position the airline for recovery. The recapitalisation has been sized with a view
to maintaining Air New Zealand’s investment grade credit rating (Moody’s Baa2 –
stable outlook) and to support the execution of Air New Zealand’s strategic priorities.
The package includes a $1.2 billion pro rata renounceable Rights Offer, allowing
eligible shareholders an opportunity to buy additional shares in Air New Zealand at a
discount relative to the prevailing share price.
Air New Zealand Chair Dame Therese Walsh, said: “While there will still be bumpy
skies ahead over the next few years, the moment is right for Air New Zealand to raise
equity, recapitalise its balance sheet and repay the loan it received from the Crown
during the Covid crisis. This is an important step in refuelling for our recovery. The
Rights Offer we are launching today is structured to provide all eligible Air New
Zealand shareholders with a fair opportunity to participate.”
Details of the recapitalisation package
Air New Zealand’s recapitalisation comprises:
• A pro rata renounceable rights offer of ordinary shares to Eligible Shareholders
to raise NZ$1.2 billion (Rights Offer). The Crown has committed to supporting
the Rights Offer and will participate in the Offer to ensure it holds a 51%
shareholding in Air New Zealand on completion of the Rights Offer. The Rights
Offer, other than the Crown participation, is underwritten
• NZ$600m of redeemable shares to be issued to the Crown under the existing
subscription agreement previously announced on 14 December 2021
(Redeemable Shares)
• A new committed unsecured 4 year Crown Loan of NZ$400 million (New Crown
Loan)

2
Air New Zealand updates FY22 loss guidance
On 24 February 2022, Air New Zealand announced with its FY2022 interim results that
its expectation at that time was that the 2022 financial year will incur a loss before
taxation and other significant items that exceeds $800 million.
Air New Zealand has seen some benefits from the limited period of sales after the
Government’s recent announcement accelerating the plan to open New Zealand’s
borders, but a large degree of uncertainty remains.
Air New Zealand now expects its FY2022 full year result to be a loss before other
significant items and taxation of less than $800 million. Beyond FY2022, further losses
are expected to be incurred in the near-term with the amount of such losses subject to
the level and pace of the return of demand.
Renounceable Rights Offer
The investor presentation and the offer document for the Rights Offer are attached.
More details can also be found at the offer website at https://airnz.rightsoffer.co.nz.
Online applications are strongly encouraged. Eligible shareholders should ensure they
read all the offer materials and seek independent advice.
Details of the Rights Offer are:
To be read in conjunction with the Offer Document; All amounts in this release are in New
Zealand Dollars unless stated otherwise and all times are New Zealand time zone unless stated
otherwise.
Rights Offer size
and structure
• $1.2 billion pro rata renounceable rights offer to eligible shareholders at a
ratio of 2 for 1 (Rights Offer)
• Approximately 2,246 million new fully paid ordinary shares in Air New
Zealand (New Shares) will be issued under the Rights Offer,
representing approximately 200% of Air New Zealand’s existing ordinary
shares on issue
Rights Offer price
• $0.53 per New Share (Offer Price), representing:
− 61.5% discount to the last traded price on NZX of $1.375 on 30
March 2022
− 34.7% discount to Theoretical Ex-Rights Price (TERP)
1
of $0.81
− The Australian dollar application price for eligible shareholders has
been set at A$0.49, using the prevailing AUD / NZD exchange rate
2

Rights trading
3

• Eligible shareholders who opt not to take up their rights in full may sell
some or all of their rights on the NZX between 4 April 2022 and 26 April
2022

Oversubscriptions
• Eligible shareholders who take up their rights in full have the opportunity
to apply for oversubscriptions at the price determined through the
shortfall bookbuild process (Bookbuild Price) as part of the application
process. The Bookbuild Price is uncapped and will be at or above the
Offer Price

3
Shortfall
bookbuild
• Participation in the shortfall bookbuild by eligible shareholders and other
eligible investors may be possible via a broker or other platform
• See the Offer Document for information about the approach to allocation
and scaling
• New Shares will be issued at the Bookbuild Price (which is uncapped
and will be at or above the Offer Price)
Ranking
• New Shares issued under the Rights Offer will rank equally in all
respects with Air New Zealand's existing ordinary shares
Crown
Participation
• The Crown has committed to participate for approximately $602 million of
New Shares (Crown Participation), ensuring the Crown will maintain a
majority shareholding of 51% in Air New Zealand post-Rights Offer
Underwriting
• The Rights Offer is being underwritten up to an amount equal to the
Rights Offer size, less the Crown Participation
Record Date
• The Rights Offer is open to eligible shareholders on the register as at
7:00pm NZT on the Record Date of 5 April 2022
Use of proceeds
• Proceeds from the Rights Offer will be used to repay the existing Crown
Loan, strengthen the balance sheet, improve liquidity and help position
Air New Zealand for recovery

1
TERP is the theoretical price at which an Air New Zealand share will trade immediately after the Rights Offer. It is a theoretical
calculation only and the actual price at which Air New Zealand shares will trade will depend on many factors and may differ from
TERP
2
RBNZ published exchange rate as at 3pm on 30 March 2022
3
Rights purchased on the NZX may only be exercised by purchasers that meet eligibility requirements. In particular, rights may not
be exercised by purchasers that are in the United States or who are acting for the account or benefit of persons in the United
States (to the extent such persons are acting for the account or benefit of persons in the United States). Potential purchasers of
Rights should familiarise themselves with the requirements for exercise, which are set out in the Offer Document. Eligible
shareholders holding their shares on ASX would need to contact their broker to trade their rights on the NZX
Key dates related to the Offer can be found in the appendix.

Redeemable Shares and New Crown Loan

Air New Zealand has submitted a call notice to the Crown to issue $600 million of
Redeemable Shares, to be issued during the Rights Offer.

The total proceeds of the Rights Offer and the Redeemable Share issue will be used to
repay the $850 million outstanding under the existing Crown loan and $950 million
(less transaction costs) will be used to strengthen the airline’s balance sheet, improve
liquidity and help position Air New Zealand for recovery.

In addition, Air New Zealand intends to raise approximately $600 million through a debt
capital markets issuance, currently intended to be completed by 30 June 2022, subject
to market conditions. Upon successful completion, approximately $400 million of the
Redeemable Shares are intended to be repaid, leaving approximately $200 million of
the Redeemable Shares remaining on issue. Under the terms of the Redeemable
Shares, the Company cannot issue any further Redeemable Shares to the Crown after
the Rights Offer has been completed.

The $400 million New Crown Loan is not intended to be drawn and is available to

4
provide additional liquidity if required through the recovery period.

A summary of the key terms of the Redeemable Shares was previously announced on
14 December 2021.

A summary of the key terms of the New Crown Loan is as follows:

Duration Available until 30 January 2026
Availability Available to use from the close of the Rights Offer
subject to satisfaction of usual conditions.
Type of loan Unsecured committed revolving standby facility
Initial interest rate (once
drawn)
BKBM plus an initial margin of 1.50% per annum,
subject to certain performance / compliance-
based increases
Line fee 1.00% per annum on the facility limit of $400
million will be payable for the duration of the
facility, subject to certain reporting-based
increases
Dividend restriction Air New Zealand will be unable to pay dividends
on its ordinary shares (including the New Shares)
if it has drawn under this facility
Financial covenants There are no financial covenants
Representation Warranties
and Undertakings
Typical of such a facility, including regular
reporting on operational and financial
performance and there are additional reporting
and information requirements once the loan has
been drawn
NZX Waivers The entry into the New Crown Loan is being
undertaken without shareholder approval in
reliance on waivers from the NZX Listing Rules
5.1.1 and 5.2.1, granted by NZX Regulation on 30
March 2022. See
www.nzx.com/companies/AIR/announcements

Shareholder meeting late 2022 to ratify the entry into the Crown Loans

Air New Zealand obtained waivers from NZX Listing Rules 5.1.1 and 5.2.1 in
connection with the issuance of the Redeemable Shares and the existing Crown Loan
on 13 December 2021, and a further waiver from those NZX Listing Rules in
connection with the entry into the New Crown Loan on 30 March 2022.

There are certain conditions set out in those NZX waivers which mean that Air New
Zealand is required to call a shareholders’ meeting to ratify the entry into the existing
Crown Loan (if the Redeemable Shares or the existing Crown Loan remain in place at
the end of 2022) and the entry into the New Crown Loan (if it remains in place at the
end of 2022). Air New Zealand now expects that by the end of 2022, there will still be
some Redeemable Shares on issue and the New Crown Loan will still be in place. On
that basis, Air New Zealand expects to seek these necessary ratifications later in 2022.
The Crown has today confirmed to Air New Zealand its intention to vote in favour of
those ratification resolutions at such meeting.

5

Investor call details

A conference call regarding the announcement will be hosted by Chief Executive
Officer Greg Foran and Chief Financial Officer Richard Thomson on Thursday, 31
March 2022 at 10:30am NZ time.

To register for the call and access a dial-in, please use the following link:
https://s1.c-conf.com/diamondpass/10021059-dfje333.html

Ends.

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

Jennifer Page
General Counsel & Company Secretary
Email: jennifer.page@airnz.co.nz
Phone: +64 27 9090 691

For investor relations queries please contact:
Leila Peters
GM Corporate Finance
Email: leila.peters@airnz.co.nz
Phone: +64 21 743 057

For media enquiries, please contact:
Air New Zealand Communications
Email: media@airnz.co.nz
Phone: +64 21 747 320

Important Information

This communication is not for distribution or release in the United States. This
communication does not constitute an offer to sell, or the solicitation of an offer to buy,
any securities in the United States. The Rights and the New Shares have not been,
and will not be, registered under the US Securities Act of 1933 (US Securities Act), or
the securities laws of any state or other jurisdiction of the United States, and may not
be offered or sold, directly or indirectly, in the United States or to any person acting for
the account or benefit of any person in the United States, except in transactions
exempt from, or not subject to, registration under the US Securities Act and applicable
securities laws of any state or other jurisdiction of the United States.

6
Appendix

Key dates
1
(all times are NZ time unless otherwise stated).
Announcement of the Offer DATE 2022
Ex-date 4 April 2022
2

Rights trading commences on NZX 4 April 2022
2

Record Date for determining Rights 7.00 pm 5 April 2022
Rights Offer opens (Offer Document, Acceptance Forms
sent to Eligible Shareholders)
6 April 2022
Rights Trading ceases 26 April 2022
Rights Offer closes 5.00 pm 2 May 2022
Shortfall bookbuild Post-NZX and ASX close
on 3 May and on 4 May
2022
ASX settlement 6 May 2022
NZX settlement and NZX and ASX allotment 9 May 2022
Commencement of trading of new shares 9 May 2022
1
These dates are subject to change and are indicative only. Air New Zealand reserves the right to alter
the timetable, subject to applicable laws and the NZX Listing Rules and the ASX Listing Rules. Air New
Zealand reserves the right to withdraw the Rights Offer at any time prior to the issue of the New Shares
at its absolute discretion.
2
The Ex Date is two business days following the announcement of the Rights Offer, in reliance on a
waiver from NZX Listing Rule 4.17.6(a) granted by NZX Regulation on 30 March 2022. See
www.nzx.com/companies/AIR/announcements

---

1
Refuelling for our recovery:
Market update and recapitalisation
Investor presentation
30 March 2022
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Air New Zealand Market Update and Recapitalisation
2
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This presentation has been prepared by Air New Zealand Limited (the Company or Air
New Zealand) in relation to the 2-for-1 pro rata renounceable rights offer of new shares in
the Company(NewShares), followedbya shortfallbookbuildprocess(theRightsOffer).
The Rights Offer is made to eligible shareholders in New Zealand pursuant to the
exclusion in clause 19 of schedule 1 of the New Zealand Financial Markets Conduct Act
2013(theFMCA) andin relianceonwaiversissuedbyNZXRegulationin favourof the
Company dated 30 March 2022.
The Rights Offer is made to eligible shareholders in Australia pursuant to the provisions
of the Australian Corporations Act 2001 (Cth) (the Corporations Act) (as modified by
Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional
Rights Issues) Instrument 2016/84 (ASIC Instrument 2016/84) and ASIC Instrument 22-
0225).
Information
This presentation contains summary information about the Company and its activities that
is currentasof thedateof thispresentation.Theinformationin thispresentationis of a
general nature and does not purport to be complete nor does it contain all the information
which a prospective investor may require in evaluating a possible investmentin the
Companyorthatwouldberequiredin a productdisclosurestatement for the purposes of
the FMCA or a prospectus or other disclosure document for the purposes of the
Corporations Act or the laws of any other jurisdiction. The Company is subject to a
disclosure obligation that requires it to notify certain material information to NZX Limited
(NZX) and ASX Limited (ASX). This presentation should be read in conjunction with the
Company's other periodic and continuous disclosure announcements released to NZX and
ASX, which are available at
www.nzx.comand www.asx.com.au. No information set out in
this presentation will form the basis of anycontract.
NZX and ASX
TheCompanyhasbeendesignatedasa "Non-Standard"(NS)issuerbyNZXandasa New
Zealand exempt foreign listing by ASX. The New Shares will be quoted on the NZX Main
Board and ASX following completion of the Rights Offer. Application has been made for
permission to quote the renounceable rights to subscribe for New Shares (Rights) on the
NZX Main Board and all NZX requirements have been duly complied with. The NZX and
ASX accept no responsibilityforanystatementin thispresentation.NZXis a licensed
marketoperator, andtheNZXMainBoardis a licensedmarketundertheFMCA.
Not financial product advice
Thispresentationdoesnotconstitutelegal,financial,tax,accounting,financialproduct or
investment advice or a recommendation to acquire the Company's securities (including
the New Shares or the Rights), and has been prepared without taking into account the
objectives, financial situation or needs of individuals. Before making an investment
decision,prospectiveinvestorsshouldconsidertheappropriatenessof theinformation
having regard to their own objectives, financial situation and needs and consult a financial
advice provider,solicitor,accountantorotherprofessionaladviserif necessary.
Investment risk
An investment in securities in the Company is subject to investment and other known and
unknownrisks,manyof whicharedifficult to predict and are beyondthecontrolof the
Company.Neitherthe Company nor any other person named in this presentation
guarantees the performance of the Company or any return on any securities of the
Company.
Not anoffer
This presentation is not a prospectus or product disclosure statement or other offering
document under New Zealand or Australian law or any other law (and will not be filed with
or approved by any regulatory authority in New Zealand, Australia or any other
jurisdiction). This presentation is for information purposes only and is not an invitation or
offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to
purchase New Shares in the Rights Offer must be made on the basis of all information
providedin relationto RightsOffer,includinginformationto becontainedor referred to in a
separate offer document made available on NZX and ASX (Offer Document) and the
Company’s other periodic and continuous disclosure announcements released to NZX and
ASX. Any eligible shareholder who wishes to participate in the Rights Offer should
consider the Offer Document, in addition to the Company’sotherperiodicandcontinuous
disclosureannouncementsreleasedto NZX and ASX, in deciding to apply under the Rights
Offer. Anyone who wishes to apply for New Shares under the Rights Offer will need to
apply in accordance with the instructions contained in the Offer Document and the
application form. The distribution of this presentation outside New Zealand or Australia
may be restricted by law. Any recipient of this presentation who is outside New Zealand or
Australia must seek advice on and observeanysuchrestrictions.Referto thesection
"Foreign sellingrestrictions"of this presentation for information on restrictions on eligibility
criteria to participate in the RightsOffer.
Restrictions on distribution
This presentation is not for distribution or release in the United States. This presentation
does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in
the United States. The Rights and New Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the
securities laws of any state or other jurisdiction of the United States,andmaynotbe
offeredorsold,directlyorindirectly,in theUnitedStatesorto anypersonactingforthe
accountorbenefitof anypersonin theUnitedStates,except intransactionsexemptfrom,
ornotsubjectto,registrationundertheU.S.SecuritiesAct andapplicablesecuritieslawsof
anystateorotherjurisdictionof theUnitedStates.
In particular,theRightsmaynotbeacquiredorexercisedby,andtheNewSharesmay not
be offered or sold to, any person in the United States or any person acting for the account
or benefit of any person in the United States, other than certain eligible institutional
shareholdersandinstitutionalinvestorsaspartof a concurrentU.S.private placementto be
conductedseparatelybytheCompany.In addition,outsidetheUnited States, the Rights
may only be acquired or exercised, and the New Shares may only beofferedandsold,in
"offshoretransactions"(asdefinedin Rule902(h)underthe U.S. Securities Act) in reliance
on Regulation S under the U.S. Securities Act.
Disclaimer
To the maximum extent permitted by law, each of the Company, the joint lead managers of
the Rights Offer (together, the Joint Lead Managers) and their respective related bodies
corporate and affiliates including, in each case, their respective shareholders, directors,
officers, employees, agents and advisers, as the case may be (Specified Persons)
disclaims and excludes all liability (whether in tort (including negligence) or otherwise) for
any direct or indirect loss, damage or other consequence (whether foreseeable or not)
suffered by any person from the use of or reliance on the information contained in, or
omitted from,thispresentation,fromrefrainingfromactingbecauseof anythingcontainedin
or omitted from this presentation or otherwise arising in connection therewith (including for
negligence, default, misrepresentation or by omission and whether arising under statute, in
contract or equity or from any other cause). To the maximum extent permitted by law, no
Specified Person makes any representation or warranty, either expressorimplied,asto
thecurrency,fairness,accuracy,completenessorreliabilityof the information contained in
this presentation, and you agree that you will not bring any proceedings against or hold or
purport to hold any Specified Person liable in any respectforthispresentationorthe
informationin thispresentation andwaiveanyrights you may otherwise have in this
respect.
Noneof the Joint Lead Managers, underwriters, or their respective affiliates, related bodies
corporate, directors, officers, partners, employees, agents or advisers (Advisers) have
independently verified or will verify any of the content of this presentation and none of
them are under any obligation to you if they become aware of any change to or inaccuracy
in the information in this presentation.
No Adviser has authorised, permitted or caused the issue, submission, dispatch or
provision of this presentation and none of them makes or purports to make any statement
in this presentation and there is no statement in this presentation which is based on any
statement by any of them. No Adviser takes responsibility for any part of this presentation,
or the Rights Offer, and makes no recommendations as to whether you or your related
parties should participate in the Rights Offer, nor do they make any representations or
warranties to you concerning the Rights Offer. You represent, warrant and agree that you
have not relied on any statements made by any Adviser in relation to the Rights Offer and
you further expressly disclaim that you are in a fiduciary relationship with any of them. No
Adviser accepts or shall have any liability to any person in relation to the distribution of this
presentation from or in any jurisdiction.
Past performance
Past performance information provided in this presentation is given for illustrative
purposes only and should not be relied upon as (and is not) a promise, representation,
warranty or guarantee as to the past, present or future performance of the Company.
Forward-looking statements
This presentation contains certain forward-looking statements with respect to the financial
condition, results of operations and business of the Company. Forward-looking statements
can generally be identified by use of words such as 'approximate', 'project', 'foresee','plan',
‘target’, ‘seek’,'expect','aim','intend','anticipate','believe','estimate','may','should', 'will',
"objective", ‘assume’, ‘guidance’, ‘outlook’ or similar expressions.
Disclaimer and important notice (1 / 2)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Air New Zealand Market Update and Recapitalisation
3
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Disclaimer and important notice (2 / 2)
Forward-looking statements (continued)
This also includes statements regarding the timetable, conduct and outcome of the Rights
Offer and the use of proceeds thereof, statements about the plans, objectives and
strategies of the management of the Company, statements about the industry and the
markets in which the Company operates, statements about the future performance of,
and outlook for, the Company's business (including its demand recovery), statements
about the Company’s fleet plans and passenger numbers, and statements in respect of
Covid-19 and of other significant events and conflicts around the world and their impact
on the Company. Any indications of, or guidance or outlook on, future earnings or
financial positionorperformanceandfuturedistributionsarealsoforward-looking
statements. All such forward-looking statements involve known and unknown risks,
significant uncertainties, assumptions, contingencies, and other factors, many of which
are outside the control of the Company, are difficult to predict, and which may cause the
actual results or performance of the Company to be materially different from any future
results or performance expressed or implied by such forward-looking statements.
Such forward-looking statements speak only as of the date of this presentation. Except as
required by law or regulation (including the NZX Listing Rules and the ASX Listing Rules),
the Company undertakes no obligation to update these forward-looking statements for
events or circumstances that occur subsequent to the date of this presentationorto
updateorkeepcurrentanyof theinformationcontainedherein.
Any estimates or projections as to events that may occur in the future (including
projections of revenue, capacity, ASK, RASK, EBITDA, ROIC, NPAT, gearing,
maintenance of credit rating, expense, earnings and performance) are based upon the
best judgement of the Company from the information available as of the date of this
presentation. A number of factors could cause actual results or performance to vary
materially from the projections, including the risk factors set out in this presentation.
Investors should consider the forward-looking statements in this presentation in light of
those risks and disclosures.
In particular, investors should be aware that the statements in slide 8 "Air New Zealand is
targeting the following post-pandemic recovery financial objectives" and other statements
and information regarding post-recovery financial objectives for the financial years to
FY25 (collectively, the "outlook information") are forward-looking statements. The outlook
information has been prepared by the Company based on an assessment of current
economic and operating conditions, including in relation to the impact of the Covid-19
pandemic on the Company’s business, the current conflict in Ukraine and its impact on
global fuel prices and potential to cause broader macro-economic impacts, and various
assumptions regarding future factors, events and actions, including in relation to travel
restrictions, the demand environment, fuel and foreign exchange pricing, the competitive
environment and general macro-economic drivers. Investors should note that given the
significant uncertainties that exist in the current operating conditions, the outlook
information may not be achieved. The outlook information assumes the success of the
Company’s business strategies, the success of which may not be realised within the
period for which the outlook information has been prepared, or at all. The outlook
information is subject to a number of risks, including the risks set out in this presentation.
Investors should be aware that the timing of actual events, including capacity and demand
recovery, the level of costs associated with that recovery, ASK trajectory and fleet outlook,
and the magnitude of their impact might differ from that assumed in preparing the outlook
information, which may have a material negative effect on the Company’s actual financial
performance, financial position and cash flows. In addition, the assumptions upon which
the outlook information is based are subject to significant uncertainties and contingencies,
many of which are outside the Company’s control, are not reliably predictable, and it is not
reasonably possible to itemise each item. Accordingly, neither the Company nor any
other person can give investors assurance that the outcomes discussed in the outlook
information will be achieved.
Covid-19,itseffectontheglobaleconomyandactionstakenin responsebytheNew
Zealand Government and other governments around the world, have had, and may
continue to have, a material adverse effect on the Company, its financial performance and
position, liquidity, financial condition and operations. It is likely that there will be further
unforeseen negative impacts as Covid-19 continues to spread and further variants
emerge. In addition, the Covid-19 pandemic may have also changed behaviours, attitudes
and patterns of travel permanently as a result of the technological developments that have
occurred and restrictions that have been imposed.It is likelythattherewillbefurther
unforeseennegativeimpactsof Covid-19. In addition, the current conflict in Ukraine is
creating significant uncertainty and volatility in global fuel prices, and has recently driven
significant increases in prices. Increased fuel prices are likely to flow through global
supply chains and increase costs, particularly in respect of air travel and airfares, which
could further impact Air New Zealand's costs and demand for air travel. Investors should
not place undue reliance on assumptions that may change or proveto beinaccuratedue
to a rangeof factorsoutsideAir New Zealand'scontrol.
Investors are strongly cautioned not to place undue reliance on any forward-
looking statements, particularly in light of the rapidly changing Covid-19 situation,
current economic climate and the significant volatility, uncertainty anddisruption
causebytheCovid-19pandemic,aswellasthecurrentconflict in Ukraine and its
impact on global fuelprices and potential to cause broader macro-economic
impacts.
General
For the purposes of this Disclaimer and Important Notice, "presentation" means the slides,
anyoralpresentationof theslidesbytheCompany,anyquestion-and-answer session that
follows that oral presentation, hard copies of this presentation and any materials
distributed at, or in connection with, thatpresentation.
The information and opinions contained in this presentation are provided as at the date of
this presentation and are subject to change without notice. The Company reserves the
right to withdraw, or vary the timetable for the Rights Offer, without notice.
Financial information
All dollar values are in New Zealand dollars ($ or NZD) unless otherwise stated.
The Company’s financial information has been prepared in accordance with Generally
Accepted Accounting Practice (GAAP). It complies with the New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and other applicable Financial
Reporting Standards, as appropriate for profit oriented entities. The Company’s financial
statements also comply with International Financial Reporting Standards (IFRS).
Non-GAAP financial information
This presentation includes certain financial measures that are "non-GAAP (generally
accepted accounting practice) financial information" under Guidance Note 2017:
'Disclosing non-GAAP financial information' published by the New Zealand Financial
Markets Authority, "non-IFRS financial information" under ASIC Regulatory Guide 230:
'Disclosing non-IFRS financial information' and "non-GAAP financial measures" within the
meaning of Regulation G under the U.S. Exchange Act of 1934. Disclosure of such non-
GAAP financial measures in the manner included in this presentation would not be
permissible in a registration statement under the U.S. Securities Exchange Act of 1934.
Such financial information and financial measures (including EBITDA, Gearing, Gross
Debt, Net Debt, liquidity, RASK, and ROIC) do not have standardised meanings
prescribed under NZ IFRS, Australian Accounting Standards ("AAS") or IFRS and
therefore, may not be comparable to similarly titled measures presented by other entities,
and should not be construed as an alternative to other financial measures determined in
accordance with NZ IFRS, AAS or IFRS.
Pro forma Financial Information
This presentation includes a pro forma balance sheet and Air New Zealand's pro forma
liquidity position, which have been adjusted to reflect the impact of the Rights Offer and
recapitalisation. The pro forma financial information provided in this presentation is for
illustrative purposes only and is not represented as being indicative of the Company’s
future financial position and/or performance. The pro forma financial information has been
prepared by the Company in accordance with the measurement and recognition
requirements, but not disclosure requirements, prescribed by NZ IFRS. In addition, the
pro forma financial information in this presentation does not purport to be in compliance
with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and
Exchange Commission.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing
limitations and restrictions and, in particular, will be deemed to have represented,
warranted, undertaken and agreed that: (i) you have read and agree to comply with the
contents of this Disclaimer and Important Notice; (ii) you are permitted under applicable
laws and regulations to receive the information contained in this presentation; (iii) you will
base any investment decision solely on information released by the Company via NZX
and ASX (including the Offer Document); and (iv) you agree that this presentation may
not be reproduced in any form or further distributed to any other person, passed on,
directly or indirectly, to any other person or published, in whole or in part, for any purpose.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Air New Zealand Market Update and Recapitalisation
4
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Executive summary
Response to impact of Covid-19
Positioning for recovery
Details of the Rights Offer
Appendix A: Supplementary companyinformation
Appendix B: Supplementary recapitalisationmaterials
Appendix C: Glossary
Appendix D: Key risks
Appendix E: Foreign selling restrictions
5
14
19
25
28
31
36
39
46
Table of contents

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Air New Zealand Market Update and Recapitalisation
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$1.2 billion
Rights Offer
$600 million
redeemable shares issued, of
which ~$400 million will be
refinanced by a proposed ~$600
million debt capital markets
issuance by 30 June 2022 (subject
to market conditions)
3
$400 million
fully committed 4 year New Crown
Loan
$2.2 billion recapitalisation:
1
2
Proceeds will be used to:
$850 million
repay Existing Crown Loan
2
Air New Zealand is launching a comprehensive
recapitalisation package to position it for recovery
3
1A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawalat any time by the relevant credit rating agency
2See Glossary starting on slide 36for definition
3Approximately $400 million of the redeemable shares are intended to be redeemed upon successful completion of the proposed debt capital markets issuance, with approximately $200 million of redeemable shares currently intended to remain on issue after that proposed debt
issuance. See slide 32 for the impact of these transactions
4Before transaction costs of approximately $30 million
•$2.2 billionrecapitalisation to repay the
Existing Crown Loan and support the
execution of Air New Zealand’s strategic
priorities
•Recapitalisation sized with a view to
maintaining Air New Zealand’s investment
grade credit rating (currently Moody’s Baa2 –
stable outlook)
1
•Liquidity,
2
including the New Crown Loan,
expected to remain above target minimum
liquidity of $700 million
•Air New Zealand is not subject to any financial
covenants on its debt
Recapitalisation
overview
$400 million
(undrawn)
~$950 million
4
strengthen balance sheet, improve
liquidity and help position Air New
Zealand for recovery
With further liquidity available:
See slide 32 for more details on current and post-
recapitalisation liquidity

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Pro rata renounceable Rights Offer to raise $1.2 billion
1See further details on slide 26 and in the Offer Document
2Eligibility criteria are set out in the Offer Document
3Participation in the shortfall bookbuild may also be available through a broker or other platform
Summary terms – Rights Offer
1
•$1.2 billion Rights Offer
•Ratio of 2-for-1
•Rights Offer price of $0.53 per New Share
•All eligible shareholders
2
as at 7.00pm NZ time on the Record Date of 5 April 2022 are
able to participate
•Eligible shareholders may sell some or all of their rights on the NZX
•Shareholders who do not participate in the Rights Offer may receive some value for their
rights through the shortfall bookbuild
•The Crown has committed to participate for ~$602 million of New Shares (“Crown
Participation”), ensuring it will hold a 51% shareholding in the airline on completion of the
Rights Offer
•The Rights Offer is underwritten (other than the Crown Participation)
Key dates –Rights Offer
April 2022May 2022
TUE
26
MON
2
WED
6
MON
4
MON
9
TUE
5
Rights trading commences 4 April 2022
Record Date for the Rights Offer5 April 2022
Rights Offer opens6 April 2022
Rights trading ceases26 April 2022
Rights Offer closes2 May 2022
Commencement of trading of New Shares9 May 2022
•Eligible shareholders who take up their rights in full may apply for oversubscriptions in the
shortfall bookbuild
3

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Profitably grow and enhance
our domestic offering,
providing New Zealanders
with even more choice
Connecting New Zealanders
and our exports to the world
through a smaller, more
targeted international network
and premium leisure product
Increase products and benefits
members value from our
Airpoints
TM
programme,
supercharging the loyalty
ecosystem for the airline
Air New Zealand’s Kia Mau strategy is focused on three clear drivers of value creation, executed through
excellence and innovation across four key business enablers
Recovery is guided by our strategy
Grow
domestic
Optimise
international
Lift
loyalty
Operational excellence that aims
to provide a seamless travel
experience for our customers – do
it right, first time, every time
Operational
Excellence
Committed to meaningful action
to reduce our carbon impact
Serious about
Sustainability
Technology focused on delivering
a world-class experience for our
people and customers while
driving efficiencies
Digital
Dexterity
Putting people, health and
safety first
Prioritising
People and Safety
Profit drivers
Enabled by strong culture and focused investment

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Air New Zealand is targeting the following post-pandemic
financial objectives
1See Glossary starting on slide 36for definitions
2Retrospective restatements have been made to the FY19 financial information following IFRIC agenda decisions being published.See slide
15, footnote 2 for further details
3As a result of increased depreciation charges due to Air New Zealand’s aircraft-related capital expenditure program, NPAT may reduce below
FY25 levels in FY26
Targeted financial objectives to be read in conjunction with the Key Assumptions and summary of Key Risks set
out on slides 10 and 11
Investors are strongly cautioned to not place undue reliance on these targeted financial objectives, particularly in light ofthe ever-changing Covid-19 situation, the current economic
climate and the significant volatility, uncertainty and disruption caused by the pandemic, as well as the current conflict inUkraine and its impact on global fuel prices. Due to the
uncertainties going forward created by these factors, these targeted financial objectives should only be regarded as indicative of one possible outcome.
Capacity
Targeting ASKs
1
for FY25 that are ~90% of FY19
levels (but with a re-orientated international capacity
and a greater proportion of domestic flying)
See slide 9 for more details
EBITDA
1
Targeting to approximate FY19 levels forFY25
FY19 EBITDA was $1.18 billion
2
Pre-tax Return
on Invested
Capital (ROIC)
1
Targeting to exceed 10%forFY25
FY19 ROIC was 10.6%
2
Net Profit After
Tax (NPAT)
1
Targeting to approximate FY19 levels forFY25
3
FY19 NPAT was $276 million
2
Gearing
1
Targeting gearing within Air New Zealand’s target
range of 45% to 55% in the second half of FY25
While gearing is improved following the recapitalisation, it is expected to
remain above the target range of 45% -55%, before gradually improving
as Air New Zealand rebuilds its network as passenger demand returns
Credit rating
Air New Zealand’s board will seek to maintain an
investment grade credit rating
See slide 24for more details
Dividends
Subject to performance, dividends expected to be
considered from FY26
See slide 24for more details

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100%
84%
38%
39%
FY19FY20FY21FY22 YTDFY23FY24FY25
Actuals
FY20 – FY22 network impacted by
Covid-related travel restrictions
Increases in ASKs in late FY22 and FY23 are
expected to be driven by domestic and short-
haul international with a gradual increase in
long-haul international flying supported by cargo
flights, including under the MIAC scheme
4
,
which is expected to phase out by March 2023.
Network is expected to remain impacted by
Covid-related travel restrictions
Long-haul international capacity expected to
increase over FY24– FY25 in -line with the
anticipated return of passenger demand.
Relative to pre-Covid, a smaller, more efficient
widebody fleet will focus on North America and
key Asian routes
Target capacity based on current assumptions
2
ASKs (total ASKs for each period as a % of FY19)
While the operating environment will remain uncertain, by controlling what it can, Air New Zealand is
planning its capacity based on available seat kilometres (ASKs)
1
reaching ~90% of pre-Covid levels for FY25
Planning for network recovery when demand returns
1See Glossary starting on slide 36for further details
2YTD as at 27 February 2022 relative to the equivalent period of FY19. Please refer to the Key Assumptions and Key Risks on slides 10 and 11
3Customer demand and therefore ASKs actually flown in future periods are subject to factors outside Air New Zealand’s control and, accordingly, this segment of the chart is intended to be indicative of various capacity scenarios that could apply through to the targeted
ASKs objective for FY25. The actual capacity scenario could be more variable than indicated, and the target for FY25 may not be reached.Investors should not infer from this segment of the chart that there will be a constant trend of ASKs growth over this period
4See slide 10, footnote 2
123
1
2
3
~90%
Target
capacity

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Fuel and FX
3
assumptions
Demand environment
assumptions
Competitive environment
assumptions
Travel restrictions
assumptions
Macro-economic drivers
assumptions
If actual events differ from any of the following Key Assumptions
1
, Air New Zealand’s post-pandemic recovery
could be impacted, including the airline’s ability to achieve its targeted FY25 post-pandemic financial objectives
as set out on slide 8
Key Assumptions underpinning Air New Zealand’s FY25 post-
pandemic financial objectives
•Domestic flying continues uninterrupted and
without restriction
•From the middle of calendar year 2022,
international travel (excluding China and
Hong Kong where international borders are
expected to remain closed) is uninterrupted,
with no self-isolation restrictions and testing
requirements easing for inbound and
outbound customers on Air New Zealand’s
key routes
•By FY25:
–aggregate passenger demand for
domestic, Tasman and Pacific Islands
travel will marginally exceed FY19 levels,
supported by network growth into those
markets; and
–aggregate passenger demand for long-
haul will be slightly lower than FY19
levels (due to fewer ASKs flown overall),
and have a more gradual pace of
recovery relative to short-haul markets
•No long-term structural changes in travel
behaviour or trends post-pandemic, including
resulting from environmental sustainability
concerns, health concerns related to Covid-
19, technological changes, or changes in
customer preference
•Until March 2023, the MIAC scheme
2
will
support cargo flight revenue to assist targeted
revenue recovery (noting the level of support
will reduce as passenger demand returns)
•The competitors that were present in FY19
will progressively re-enter the market
through to FY25, with capacity at levels
broadly similar to FY19 at that point
•Otherwise, no major changes in the
competitive environment or airfare pricing
on Air New Zealand’s key domestic and
international routes compared to FY19
The Covid-19 pandemic and conflict in the
Ukraine have caused volatility in financial
markets and added uncertainty to the outlook
for the New Zealand and global economies.
•Economic conditions improve progressively
to be generally consistent with the FY19
environment through to FY25
•Inflation in FY23 is 3.5%, progressively
reducing to 2.0% by FY25 (which is within
the RBNZ’s target inflation range of 1% and
3%)
–RBNZ’s target inflation range is a
standard market benchmark and will
not always align with Air New Zealand’s
cost base increases
Jet fuel prices are currently elevated due to the
conflict in Ukraine.
•Jet fuel price assumptions for FY22 take
into accountthe elevated prices observed
in the current calendar year, partially offset
by the benefit of the hedging Air New
Zealand has in place. Fuel prices are
assumed to progressively reduce to
~US$75 per barrel for FY24
4
•NZD / USD exchange rate of ~70 cents
from FY23 onwards
1As well as certain other factors outside of Air New Zealand’s control, including those identified on slide 11
2The New Zealand Government’s Maintaining International Air Connectivity (MIAC) scheme provides financial support to selected carriers, including Air New Zealand, when providing air services on key travel routes which have been agreed with the New Zealand Government.
See Glossary starting on slide 36for further details
3See Glossary starting on slide 36for definition
4Air New Zealand’s fuel hedging policy is centred on a maximum tenor of 12 months, linked to customer booking curves

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Key Risks to post-pandemic financial objectives
Air New Zealand’s financial outlook is subject to risks. Key Risks are set out in Appendix D, and certain of these
are summarised at a high-level below. Please read the full description in Appendix D. These Key Risks and other
risks could materially adversely affect Air New Zealand
Covid-19 impact significant, ongoing and
uncertain
Level and pace of return of passenger demand
uncertain
•Return of overall passenger demand to pre-COVID levels on
Air New Zealand’s network is not expected until FY25
•Demand could remain lower than expected and for longer
than expected for numerous reasons. These could include
the potentially wide ranging impacts of the current conflict in
Ukraine or other geopolitical developments, customer
concerns related to environmental sustainability or health
risks of flying related to Covid-19, changes in customer
preference (including a reduced need for business travel) or
an economic downturn
General macro-economic conditions / cost
increases / inflation
•Generally, higher inflation increases Air New Zealand’s cost
base, including the costs of labour, airport services, and
other inputs
•Inflation may continue to rise and remain higher than
expected for a sustained period. Interest rates may also rise
•Air New Zealand’s revenue and profitability will be impacted
if it is unable to pass on cost increases to customers or
operate more efficiently
•Higher inflation may also impact potential customers’
disposable income, impacting demand
Fuel prices uncertain
•Historically, jet fuel costs represent Air New Zealand's
second-largest operating expense (approximately 28% of
FY19 total operating expenses)
•Future fuel prices are uncertain, especially given the
current conflict in Ukraine and risk of increased hostilities
involving Russia
•Air New Zealand may be unable to offset fuel price
increases through hedging, fare increases or adjustments
to its network or cost structure, potentially impacting future
profitability
Increased competition
•Air New Zealand's profitability could be negatively impacted
by increased competition in its key markets
•Competitors may re-enter the New Zealand domestic
market, change strategies, or enter new markets where Air
New Zealand operates
•If fare prices are constrained by competition, it would make
it harder to pass on increased input costs to passengers
Further Key Risks –see Appendix D
•Cyber security and IT
systems
•Foreign exchange
volatility
•Capital sufficiency and
debt levels
•Ramp up of capacity
•Supply chain issues
•Employee relations
•Environmental
sustainability
•Investment in equity
capital
•Reliance on Government
support for international
cargo services
•Ability to pay dividends
•Major shareholder risk
•Unprecedented impact on Air New Zealand, resulting in
significant losses to date
•Future losses expected, with gearing increases and equity
reductions through until demand returns
•The risks related to Covid-19 are varied and their impact
may again be significant as experienced by Air New
Zealand over the last 24-months. These risks may include:
–further New Zealand or overseas travel restrictions
beyond those outlined in slide 10
–new Covid-19 variants / waves affecting Air New
Zealand’s workforce, customers and suppliers

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Positive early signs on international bookings after recent New
Zealand Government announcements relaxing travel restrictions
Domestic
International
1Per the New Zealand Government’s Covid-19 websiteas at30 March 2022
2Booking activity refers to passenger booking travel, which is expected to result in customer revenue up to 12 months from thedate of booking (and includes bookings made with cash, Airpoints
TM
Dollars and credit redemption)
Air New Zealand has seen encouraging early signs in recent booking activity
2
since the Government’s 28 February 2022 and 16 March 2022 announcements
Phased lifting of travel restrictions throughout 2022
1
Fully vaccinated travellers from
countries who do not need a
visa or hold a valid visa can
enter New Zealand and do not
need to self-isolate or enter
MIQ
Fully vaccinated Australian
citizens / permanent residents,
temporary work / student visa
holders and up to 5,000 students
can enter New Zealand and do
not need to self-isolate or enter
MIQ
New Zealand’s borders will
open to accredited employer
work visa (AEWV) holders
All other visitors who normally
require a visa will be able to
enter New Zealand
•International booking activity increased following the Government announcements regarding the removal of self-isolation restrictions and the proposed phased lifting of travel restrictions as set out above
–International booking activity was predominantly trans-Tasman (where fewer airlines are currently flying compared to FY19) and North American flights, with Asia and Pacific Islands flight booking activity
subdued
–Air New Zealand believes this increased activity reflects an element of pent-up demand and an increase in booking activity following those announcements
–Bookings related to the New York City service, announced on 23 March 2022, have been encouraging
–Booking activity included bookings made with Airpoints
TM
Dollars and credit redemptions
•Air New Zealand’s assumption of a gradual rebuild of its international network through to FY25 is not changed by the bookingsduring this short booking period
•Domestic bookings remain impacted by Omicron, with booking activity predominantly related to leisure travel
•Air New Zealand is expecting a strong improvement on the level of domestic bookings as concerns around Omicron abate
The recent booking activity is not necessarily an indication of a consistent trend or trajectory, and medium and longer term trends in bookings are subject to the rapidly changing Covid-19 travel restrictions,
the recovery of demand, competition and other factors outside Air New Zealand’s control
From
12 April
From
1 May
From
July
From
October

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Air New Zealand updated FY22 loss guidance
1See Glossary starting on slide 36for definition
•There is a large degree of uncertainty on demand for domestic travel for the remainder of FY22, including in particular, as aresult of the economic climate
and the significant volatility and potential for disruption caused by the impact of Omicron or other variants, and the current conflict in Ukraine
•Recent clarity on timing for unrestricted travel into New Zealand is helpful, however it is unclear how demand for internationalair travel will recover. Air New
Zealand is planning for international air travel to return gradually through to FY25
•While the recently announced removal of self-isolation restrictions is expected to drive an increase in international passenger demand over time, it is not
currently expected to have a material impact on Air New Zealand’s FY22 full year result
•On 24 February 2022, Air New Zealand announced with its FY2022 interim results that its current expectation was that the 2022financial year will incur a
loss before taxation and other significant items that exceeds $800 million
•Air New Zealand has seen some benefits from the limited period of sales after the Government’s recent announcement accelerating the plan to open New
Zealand’s borders (see slide 12), but a large degree of uncertainty remains
•Air New Zealand now expects its FY22 full year result to be a loss before other significant items and taxation of less than $800million
•Beyond FY22, further losses are expected to be incurred in the near-term with the amount of the losses subject to the level and pace of the
return of demand
•Air New Zealand currently expects (based on its assumptions, including the Key Assumptions summarised on slide 10 and the Government’s proposed
phased lifting of travel restrictions as described on slide 12) to have positive cash flows from operating activities
1
from approximately Q1 FY23, subject to
demand and booking behaviour

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Air New Zealand Market Update and Recapitalisation
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Response to
impact of Covid-19
Air New Zealand Market Update and Recapitalisation
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1,161
1,542
1,262
1,289
1,180
782
334
11.1
20.3
16.3
13.6
10.6
EBITDA (restated)
1,2
($ millions)
ROIC (restated)
1,2
(%)
Air New Zealand believes that its competitive advantages drove strong financial results before the pandemic, but
Covid-19 has had a significant adverse impact on the airline
Air New Zealand’s prior financial performance
Operating revenue
1
($ millions)
NPAT (restated)
1,2
($ millions)
1See Glossary starting on slide 36for definitions
2Historical financial line items have been restated following the International Financial Reporting Interpretations Committee (IFRIC) issuing agenda decisions on Configuration or Customisation Costs in a Cloud Computing Arrangement (IAS 38) and alsoon Fair Value Hedge
of Foreign Currency Risk on Non-Financial Assets (IFRS 9). Such restatements are explained in Air New Zealand’s results (see theFY20 Annual Report, note 27 for disclosure on the Fair Value Hedge agenda decision and the FY22 Interim Report, note 7 for disclosure on
the Cloud Computing Arrangement agenda decision)
Covid-19 impacted
4,925
5,231
5,109
5,495
5,785
4,836
2,517
FY21FY18FY17FY15FY16FY19FY20
202
490
401
354
276
FY20FY15FY19FY18FY16FY17FY21
(455)
(292)
FY18FY20FY15FY17FY16FY19FY21
FY18FY15FY20FY16FY19FY17FY21
(13.3)
(8.2)

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New Zealand air travel significantly impacted since onset of
pandemic
Passenger revenue
for the period 1-Jul-19 to 27-Feb-22
FY22
year to date
1
at
20%
pre-Covid
levels
1Year to date to 27 February 2022
1
Initial Covid-19
outbreak –
nationwide lockdown
in NZ and start of
MIQ for 14 days for
international
arrivals
Auckland-
region
lockdowns
Auckland-
region
lockdowns
Following
outbreak of Delta
variant, nationwide
lockdown followed
by Auckland-
region restrictions
New Zealand
delays its border
reopening and
increases Covid-19
restrictions due to
the spread of
Omicron

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1Decrease in equity reserves includes a net loss after taxation and other reserve movements (such as cash flow hedge reserves)
2See slide 13for additional details
1,989
811
(675)
(216)
(287)
30-Jun-19 (FY19)30-Jun-20 (FY20)30-Jun-21 (FY21)31-Dec-21 (H1-22)31-Dec-21 (H1-22)
Decrease in equity reserves
Air New Zealand’s equity position has been, and will continue
to be, negatively impacted by Covid-19 related losses
Book equity
($ millions)
•Air New Zealand’s book equity has
decreased by $1,178 million over the
FY19 to H1 FY22 period primarily due
to Covid-19 related losses
•Book equity has declined since H1
FY22, in respect of which a $367
million loss before other significant
items and taxation was reported
•Air New Zealand expects a loss before
other significant items and taxation less
than $800 million for the full year FY22,
which would imply a similar level of loss
in H2 FY22
2
•Book equity will continue to be
negatively impacted until Air New
Zealand returns to profitability
1
Supporting commentary
31-Dec-21 (H1 FY22)31-Dec-21 (H1 FY22)

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Capital management
1Air New Zealand was awarded flights under both the International Air Freight Capacity (IAFC) scheme and the MIAC scheme. Under these schemes the New Zealand Government provides financial assistance to all airlines that are awarded flights, to support the cost of
flying. See Glossary starting on slide 36for further details on both schemes
2See Glossary starting on slide 36for definition of PAYE and IRD
Operating cost initiatives
•Workforce (as defined by Full Time Equivalents)
reduced 33% from ~12,000 in December 2019 to
~8,000 in December 2021
•Voluntary furlough scheme offered to select
workgroups to reduce labour costs during low
demand environment
•Pivoted operations to take advantage of domestic
and cargo revenue streams
1
•Exited non-essential property leases
•Modification of vendor and supplier terms
•Suspended all short-term incentive schemes in
FY20 and FY21
•Reduction in Executive and Board remuneration in
FY20 and FY21
•Consolidation of regional heavy maintenance to
Christchurch
•Cancellation of FY20 interim dividend and
suspension of future dividends until further notice
•Renegotiated aircraft leases and deferred rent on
property leases
•Exited eight 777-200ERs, taking total widebody
aircraft down from 29 to 21 (28% reduction in
widebody fleet)
•Deferred A321neo and ATR72-600 deliveries
•Deferred first delivery of 787 programme from
FY23 to FY24 and negotiated additional slide
rights
•Expenditure deferrals on non-critical infrastructure
In response to the impact of Covid-19 on passenger demand, Air New Zealand took action across its
business to reduce operating costs, defer capital outlays and secure liquidity
Air New Zealand acted quickly to minimise cash burn and
preserve liquidity
•Negotiated $2 billion liquidity comprised of
Existing Crown Loan and redeemable shares
•Obtained confirmation of Crown’s participation
in Rights Offer
Utilised available Covid-19 support:
•Awarded government-supported cargo
contracts
1
(~$620 million revenue since May
2020 to facilitate movement of imports / exports)
•Obtained wage subsidy support (~$170 million
for NZ employees)
•Received support under the aviation relief
package (~$85 million)
•Obtained Covid-19 tax related relief of ~$65
million
•UtilisedIRD-approved PAYE deferrals from July
2020 to September 2021
2
Government support

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Positioning
for recovery
Air New Zealand Market Update and Recapitalisation
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Health and
safety focus
•Proactive stance on international vaccination requirement since 1 February 2022; domestic vaccination or negative test
requirement since 14 December 2021
•100% operating aircrew and customer-facing employees fully vaccinated
•Rapid antigen test kits available for frontline employees
•Continuation of Covid-19 cleaning protocols for aircraft, lounges and workspaces
Operational
readiness
•Direct flights from Auckland to New York from 17 September 2022, as announced on 23 March 2022
1
•Recalling appropriate levels of cabin crew and pilots
•Training additional pilots and cabin crew to maintain readiness for expected recovery
•Reactivation of one 777-300ER aircraft initially for cargo flying
•Activation underway for offshore ports across the network
Customer
experience
•Seamlessly integrated Covid-19 vaccination passport into domestic travel app
•Trialling new in-flight product and service offerings across the network
•Reintroduction of credit flexibility for domestic customers and continuation for international bookings
•Increased investment in customer-focused digital solutions, such as Contact Centre technology
•Ongoing investment in loyalty membership products and benefits
2
We have been taking steps to get ready for customer demand
Getting ready for recovery
1See Air New Zealand’s media releasefor further details
2See slide 7 for further details

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Key cost headwinds and tailwinds
1See slide 24 for further details
2See Glossary starting on slide 36for definition
Elevated fuel price
•Young and fuel-efficient fleet
•Hedging programme
1
•Price and capacity adjustments
Mix of network reflecting
more short-haul flying
•Corresponding expected RASK
2
increase due to passenger network mix
Cost inflation
•Labour productivity from mix of flying, in addition to digital and infrastructure investment to assist in
mitigating cost increases
Ramp-up costs•Revenue expected to increase due to increasing demand
Key cost headwinds Possible mitigants
Fuel efficiency of fleet
•Exit of 777-200ER fleet and eventual retirement of 777-300ER aircraft
•Larger proportion of more efficient 787s and A320 / 321neos
Ongoing benefit from
reshaped labour base
•Reduced various workforces following onset of Covid-19
Fleet simplification
•Fewer fleet and engine types driving operational benefits, including maintenance, supply chain and
rostering
Key cost tailwinds Drivers

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Fleet simplification strategy on track
Air New Zealand is simplifying its fleet to drive improved operating cost and capital expenditure outcomes
Widebody
Narrowbody
Turboprop
Age
2
~9 years
6.7 years ~10 years
H1 FY22 (5 types) Total – 103FY28 (4 types)
1
Total – 107
787
(22)
A320
(33)
ATR72
(29)
Q300
(23)
777-300ER
787-9/10
A320
A321
787
(14)
777
(7)
787-9
A320
(31)
A320
A321
ATR72
(28)
Q300
(23)
ATR72-600
ATR72-600
FY11 (8 types) Total – 102
747
(5)
767
(5)
777
(11)
A320
(14)
737
(15)
ATR72
(11)
Q300
(23)
1900D
(18)
777-300ER
777-200ER
1This represents the expected fleet at the end of the FY28 financial period
2Average seat-weighted fleet age
ATR72-500

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Aircraft capital expenditure (included in chart to FY28)
•Represents the largest proportion of Air New Zealand’s capital expenditure
•Historically, new aircraft deliveries were primarily funded by secured
aircraft financing rather than free cash flow
•Aircraft capital expenditure is expected to reduce from FY29 following the
replacement of the 777-300ER fleet
Note: All references to 787, 777-200ER and 777-300ER refer to Boeing aircraft
1Includes progress payments on aircraft and assumes all but one 787 slide rights are exercised
2Does not include capital expenditure for potential zero emission aircraft
3Refer to slide 22 for fleet size as at H1 FY22
Optimisation of Air New Zealand’s fleet is expected to deliver long-term and sustainable operating cost and
capital expenditure advantages
Capital expenditure outlook
0
200
400
600
800
1,000
20152016201720182019202020212022202320242025202620272028
$ millions
Historical and future committed aircraftcapital expenditure
1
HistoricalCommitted (future)
1
Average committed capex (historicalvs future)
FY23–28
average
~$446
million
FY15–20
average
~$666
million
Other capital expenditure (not included in the chart)
2
•Interior retrofit of 14 existing 787 aircraft
3
anticipated to commence no
earlier than mid-FY24 and is expected to be staggered over several years
with a total cost expected ofapproximately $400 to $450 million
•Given the focus on investing in digitisation and in infrastructure, Air New
Zealand’s non-aircraft capital expenditure for this category is anticipated to
average approximately $150 to $200 million annually, although this
expenditure is not generally committed
–Includes one-off expenditure on a new Auckland engineering
hangar and the proposed relocation of the airline’s Head Office
•An average of approximately $150 million annual capital expenditure
relating to engine maintenance is also expected to be incurred. Annual
expenditure will follow increased aircraft utilisationas demand returns, but
once committed and spent, has an enduring benefit of 5+ years
FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24FY25FY26FY27FY28

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A long-term capital management framework focused on
financial resilience and risk mitigation
Ensure long-term financial resilience
1See slide 5, footnote 1 for additional details
2See Glossary starting on slide 36for definitions
3See Air New Zealand’s distribution policyfor further details
4Dividends are currently suspended
•Intend to maintain an investment grade rating (currently Baa2 – stable outlook by Moody’s)
1
allowing access to diverse and attractive funding sources,
supported by the following long-term targets:
–Gearing range of 45% to 55%
–Adjusted Gross Debt
2
to EBITDA
2
of 2.0x to 3.3x
•Disciplined capital investment delivering a sustainable pre-tax ROIC
•Dividend policy
3
dependent on financial performance (including medium-term financial outlook for earnings, gearing targets and capital expenditure
levels) and the board of directors considering all relevant factors
4
–Subject to performance and restrictions under the New Crown Loan and redeemable shares, dividends are expected to be considered from FY26
Prudent risk management
•Manage to a minimum liquidity target of $700 million
•Utilise hedging to mitigate short-term earnings volatility associated with changes in fuel price and foreign exchange, while providing Air New Zealand with
time to adjust fares, network, capacity and costs
•Fuel hedging policy centred on maximum tenor of 12 months, linked to customer booking curves

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Details of
the Rights Offer
Air New Zealand Market Update and Recapitalisation
25
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Rights Offer size and
structure
•$1.2 billion pro rata renounceable rights offer to eligible shareholders at a ratio of 2-for-1 (Rights Offer)
•Approximately 2,246 million new fully paid ordinary shares in Air New Zealand (New Shares) will be issued under the Rights Offer, representing
approximately 200% of Air New Zealand’s existing ordinary shares on issue
Rights Offer price
•$0.53 per New Share (Offer Price), representing:
−61.5% discount to the last traded price on NZXof $1.375 on 30 March 2022
−34.7% discount to Theoretical Ex-Rights Price (TERP)
1
of $0.81
•The Australian dollar application price for eligible shareholders has been set at A$0.49, using the prevailing AUD / NZD exchange rate
2
Rights trading
3
•Eligible shareholders who opt not to take up their rights in full may sell some or all of their rights on the NZX between 4 April 2022 and 26 April 2022
Oversubscriptions
•Eligible shareholders who take up their rights in full have the opportunity toapply for oversubscriptions at the price determined through the shortfall
bookbuild process (Bookbuild Price) as part of the application process. The Bookbuild Price is uncapped and will be at or above the Offer Price
Shortfall bookbuild
•Participation in the shortfall bookbuild by eligible shareholders and other eligible investors may be possible via a broker or other platform
•See the Offer Document for information about the approach to allocation and scaling
•New Shares will be issued at the Bookbuild Price (which is uncapped and will be at or above the Offer Price)
Ranking•New Shares issued under the Rights Offer will rank equally in all respects with Air New Zealand's existing ordinary shares
Crown Participation
•The Crown has committed to participate for approximately $602 million of New Shares (Crown Participation),ensuring the Crown will maintain a majority
shareholding of 51% in Air New Zealand post-Rights Offer
Underwriting•The Rights Offer is being underwritten up to an amount equal to the Rights Offer size, less the Crown Participation
Record Date•The Rights Offer is open to eligible shareholders on the register as at 7:00pm NZT on the Record Date of 5 April 2022
Use of proceeds
•Proceeds from the Rights Offer will be used to repay the Existing Crown Loan, strengthen the balance sheet, improve liquidity and help position Air New
Zealand for recovery
Details of the Rights Offer
To be read in conjunction with the Offer Document
1TERP is the theoretical price at which an Air New Zealand share will trade immediately afterthe Rights Offer. It is a theoretical calculation only and the actual price at which Air New Zealand shares will trade will depend on many factors and may differ from TERP
2RBNZ published exchange rate as at 3pm on 30 March 2022
3Rights purchased on the NZX may only be exercised by purchasers that meet eligibility requirements. In particular, rightsmay not be exercised by purchasers that are in the United States or who are acting for the account or benefit of persons in theUnited States (to the extent
such persons are acting for the account or benefit of persons in the United States). Potential purchasers of Rights should familiarise themselves with the requirements for exercise, which are set out in the Offer Document. Eligible shareholders holding their shares on ASX would
need to contact their broker to trade their rights on the NZX

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EventDate
Announcement of Rights OfferWednesday, 30 March 2022
Record Date for the Rights Offer Tuesday, 5 April 2022, 7:00pm NZ time
Rights Offer Date
Rights trading commences Monday, 4 April 2022, 10:00am NZ time
Rights Offer opensWednesday, 6 April 2022, 9:00am NZ time
Offer Document and Acceptance Form dispatchedWednesday, 6 April 2022
Rights trading ceases Tuesday, 26 April 2022, 5:00pm NZ time
Rights Offer closesMonday, 2 May 2022, 5:00pm NZ time
Shortfall bookbuild opens post-ASX and NZX closeTuesday, 3 May 2022
Shortfall bookbuild closesWednesday, 4 May 2022
Announcementof results of Rights Offer Thursday, 5 May 2022
ASX settlementFriday, 6 May 2022
NZX settlement,NZX and ASX allotment and commencement of trading of New SharesMonday, 9 May 2022
The timetable below is indicative only and may be subject to change
Rights Offer timetable

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Appendix A –
Supplementary
company
information

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Air New Zealand at a glance
1
#1
World’s Safest Airline
2
Pacific Rim
Focused international network
supported with alliance partnerships
20
Domestic destinations
18 million
Passengers carried in FY19
3.6 million
Airpoints
TM
loyalty scheme members
#1
Corporate reputation in New Zealand
for seven consecutive years
3
Baa2 (stable)
Investment grade credit rating from
Moody’s since 2016
7
6.7 years
Average fleet age on a seat
weighted basis
6
37,600
Tonnes of New Zealand exports
flown to international markets
4
FTSE4Good
Constituent of the FTSE4Good
Index Series
5
1
Informationasat 30June2021unlessotherwisestated
2
Awardedin 2022byAirlineRatings.com
3
ColmarBruntonCorporateReputationIndex2021
4
In FY19
5
The FTSE4Good Index Series is designed to measure the
performance of companies demonstrating strong Environmental,
Social and Governance practices
6
As at 31 December 2021
7
Air New Zealand’s Board will seek to maintain an investment grade
credit rating, per Air New Zealand’s treasury policy. See also slide 5,
footnote 1
81
Years in operation

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Air New Zealand’s decarbonisation roadmap identifies five
levers to reach net zero carbon emissions by 2050
Sustainable
aviation fuel
(SAF)
Zero emissions
aircraft
technologies
Fleet renewal
Operational
efficiency
Carbon
removal
solutions
Description
Non-fossil derived jet fuel could
provide lifecycle carbon reduction
potential of more than 80%,
compatible with existing aircraft
without modification
Air New Zealand’s aspiration is
for SAF to represent ~10% of fuel
consumption by 2030
Future hydrogen or
battery or hybrid aircraft
technologies
Air New Zealand’s aspiration is
that new, low carbon
technologies like electric, hybrid
or hydrogen aircraft will reduce
emissions of shorter domestic
and regional flights from 2030
onwards
Rollover current fleet to
new jets that achieve greater fuel
efficiency
Optimising carbon efficiency from
flight and ground operations
Credible carbon removal
solutions aligned to international
best practice
2050
decarbonisation
potential
50%
1
20%
1
20%
1
<2%
1
1Represents the estimated extent each lever, such as SAF and Zero emissions aircraft technologies, will contribute to Air New Zealand’s goal of net zero carbon emissions by 2050
Residual

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31
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Appendix B –
Supplementary
recapitalisation
materials

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1Liquidity position is defined as cash and cash equivalents (which excludes restricted deposits) plus outstanding amount of any Crown facility available to be drawn. Current liquidity includes undrawn redeemable shares
2Representing approximate Rights Offer size less estimated transaction costs of $30 million
3Proposed debt capital markets issuance planned by 30 June 2022 (subject to market conditions)
4Total size of the Existing Crown Loan is $1.0 billion, of which $850 million has been drawn. On completion of the Rights Offer, the $850 million drawn amount will be repaidand the Existing Crown Loan will be cancelled
5Initially, $600 million of redeemable shares will be issued to the Crown during the Rights Offer period. Approximately $400 million is intended to be repaid upon successful completion of the proposed debt capital markets issuance, with approximately $200 million of
redeemable shares currently intended to remain on issue
6The $400 million New Crown Loan, which is not expected to be drawn
7On completion of the Rights Offer, no further redeemable shares can be issued to the Crown
Recapitalisation funding package expected to enhance
liquidity
Pro forma liquidity
1
As at 25 March 2022
Rights Offer,
redeemable shares
issuance and
availability of New
Crown Loan
Existing Crown Loan
repayment and
cancellation, and
unavailability of further
redeemable shares
7
Proposed debt capital
markets issuance and
partial repayment of
redeemable shares
Pro forma liquidity
$ millions$ millions$ millions$ millions$ millions
Proceeds from Rights Offer-1,170
2
--1,170
Proposed debt capital markets issuance---600
3
600
Repayment of Existing Crown Loan (drawn)--(850)
4
-(850)
Redeemable shares (drawn)-600
5
-(400)
5
200
Existing cash and cash equivalents246---246
Cash and cash equivalents2461,770 (850)200 1,366
Existing Crown Loan (undrawn)150
4
-(150)
4
--
Redeemable shares (undrawn)1,000 (600)(400)--
New Crown Loan (undrawn)-400
6
--400
Total liquidity1,396 1,570(1,400)200 1,766

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In addition to the $1.2 billion Rights Offer, the recapitalisation
includes other forms of liquidity
After initially issuing $600 million of redeemable shares, Air New Zealand is intending to raise $600 million through
a proposed debt capital markets issuance (subject to market conditions) to repay ~$400 million of the redeemable
shares. Additional liquidity will also be available from the New Crown Loan
•Air New Zealand has issued a call notice to draw $600 million of redeemable shares, with proceeds to be received during the Rights Offer period
•These funds will be used to support liquidity until Air New Zealand completes a proposed debt capital markets issuance
•No further redeemable shares are available to be called following the completion of the Rights Offer
•The applicable interest rate is the aggregate of the specified base rate and a margin of 3.50% per annum. The margin is subject to step-ups from 31 December
2023
•Air New Zealand will be unable to pay dividends on its ordinary shares (including the New Shares) if distributions on the redeemable shares are not paid
•Redeemable shares are classified as debt for accounting purposes
•Air New Zealand has entered into a $400 million committed revolving standby facility with the Crown
•The facility will be available until 30 January 2026 and will be provided on an unsecured basis
•The opening interest rate will be BKBM plus an initial margin of 1.50% per annum, subject to certain performance / compliance-based increases
•A line fee of 1.00% per annum on the facility limit will also be payable for the duration of the facility, subject to certainreporting-based increases
•Air New Zealand will be unable to pay dividends on its ordinary shares (including the New Shares) if it has drawn under the facility
•The facility includes representations, warranties and undertakings typical of such a facility, including regular reporting onoperational and financial performance
and there are additional reporting and information requirements if a draw is made
•The facility will be available for drawing at the close of the Rights Offer subject to satisfaction of usual conditions, but AirNew Zealand does not expect to need
to draw the facility
•A shareholder vote is expected to be held later in 2022 to ratify Air New Zealand’s entry into the New Crown Loan (and the Exist ing Crown Loan)
•Air New Zealand expects to execute a debt capital markets issuance of approximately $600 million by 30 June 2022(subject to market conditions)
•Approximately $400 million of redeemable shares are currently intended to be redeemed upon successful completion of the proposeddebt capital markets
issuance, with approximately $200 million of redeemable shares currently intended to remain on issue.This remaining $200 million can be redeemed at Air
New Zealand’s discretion subject to a final redemption date of December 2046
Redeemable Shares
Proposed debt capital
markets issuance
New Crown Loan

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Pro forma balance sheet extract as at 31 December 2021
1.Redeemable shares treated as debt following completion of Rights Offer
2.Planned to complete by 30 June 2022 (subject to market conditions)
3.See Glossary starting on slide 36for definition of ‘cash and cash equivalents, restricted deposits and net open derivatives’
4.Includes restricted deposits and net open derivatives of $329 million as at 31 December 2021 and cash and cash equivalents of$156 million
5.Representing approximate Rights Offer size less estimated transaction costs of $30 million
The below shows the impact of the recapitalisation on Air New Zealand’s balance sheet as at 31 December 2021.
The airline’s equity position has declined and debt has increased since this date
Pro forma balance sheet extract
As at 31 December
2021
Rights Offer and
redeemable shares
issuance
Existing Crown Loan
repayment
Proposed debt capital
markets issuance and
partial repayment of
redeemable shares
Pro forma
$ millions$ millions$ millions$ millions$ millions
Equity
Book equity value
1
8111,170
5
--1,981
Debt
Proposed debt capital markets issuance
2
---600600
New Crown Loan (undrawn)-----
Existing Crown Loan 545 -(545)--
Secured aircraft borrowings1,189 ---1,189
Unsecured NZD bond50 ---50
Lease liabilities1,582---1,582
Redeemable shares-600 -(400)200
Gross Debt3,366600 (545)200 3,621
Cash and cash equivalents, restricted deposits
and net open derivatives
3
485
4
1,770
5
(545)200 1,910
Net Debt / (cash)2,881(1,170)--1,711
The drawn amount of the Existing Crown Loan has increased
from $545 millionas at31 December 2021 to $850 million. The
full $850 millionwill be repaid using part of the Rights Offer
proceeds.
A
A

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Relationship between TERP and Offer Price
Calculation of TERP
•The Offer Price is calculated by applying a discount to the price Air New
Zealand shares should, in theory, trade at after the Rights Offer
•This theoretical price is called the theoretical ex rights price (or TERP) and is
calculated as follows:
Market capitalisation pre-Rights Offer + proceeds from Rights Offer
Number of ordinary shares on issue after the Rights Offer
•TERP is impacted by the number of shares issued in the Rights Offer. As Air
New Zealand is issuing a substantial number of New Shares at a discount,
TERP is much lower than the current trading price
•The discount applied to TERP to calculate the Offer Price (34.7%) has been
determined with the assistance of the airline’s advisors and taking into
account a number of different factors
•TERP is a theoretical calculation only and the actual price at which Air
New Zealand shares will trade after the Rights Offer will depend on
many factors and may differ from TERP or the Offer Price
Offer price = 34.7%
discount to TERP
1As represented by Air New Zealand’s market capitalisation on 30 March 2022, calculated by multiplying the last traded price by the number of shares on issue
2Excluding shares held as treasury stock
3Values in column C may not reflect the sum of columns A and B due to rounding
To be read in conjunction with the Offer Document
Dilution
•Shareholders who do not acquire any New Shares in the Rights Offer (or the
shortfall bookbuild) will be diluted by 67%
ABC
Current
(30 March 2022)
Rights OfferTERP
Value
Explanation
Value
Explanation
Value
3
Explanation
1
Equity value
($ million)
1,544
1
Equity value
1
as at 30
March 2022
1,190
Amount
being raised
under Rights
Offer
2,734
Column
A + B
2
Number of
ordinary shares
(million)
1,123
2
Number of
ordinary
shares on
issue pre-
Rights Offer
2,246
Number of
New Shares
being issued
in Rights
Offer
3,368
Column
A + B
3
Share price
($)
1.375
Last traded
price
0.53
Offer Price
0.81
TERP
(Row 1 / Row 2)

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Appendix C –
Glossary
Air New Zealand Market Update and Recapitalisation
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Glossary (1 / 2)
ASXASX Limited, or the financial market operated by ASX Limited, as the context requires
ASKsAvailable Seat Kilometres: number of seats operated multiplied by the distance flown (capacity)
Adjusted Gross Debt to EBITDAGross Debt over earnings before interest, taxation, depreciation and amortisation (adjusted for non-cash items)
BKBMBank Bill Market Rate (the main interest rate benchmark in New Zealand)
Cash flows from operating activitiesCash flows from receipts from customers, payments to suppliers and employees, income tax (refunded or paid) and interest (paid and received)
Cash and cash equivalents, restricted
deposits and net open derivatives
Bank and short-term deposits, interest-bearing assets held for financing or security purposes that are not available for generalbusiness use and net open derivatives held in relation to
interest-bearing liabilities and lease liabilities
EBITDA
Earningsbefore interest, taxation, depreciation, amortisation, share of associate earnings and other significant items. Excludes rental expense for the years up to and including FY19,
which were prior to the adoption of IFRS-16
EBITEarnings before interest, taxation, share of associate earnings and other significant items
Existing Crown LoanThe current $1.0 billion Crown standby facility to be repaid using proceeds of the Rights Offer and cancelled
FXForeign exchange (applied in the context of FX rates)
FYFinancial year, being the period from 1 July to 30 June
GearingNet Debt / (NetDebt + Book Value of Equity)
Gross DebtInterest-bearing liabilities, lease liabilities and redeemable shares issued
IAFC
International Airfreight Capacity scheme: a government support scheme which operated from May 2020 until May 2021. Under the terms of the IAFC, airlines and air cargo carriers were
invited to submit proposals to provide air services on key routes according to agreed criteria. For appointed carriers, funding was provided to guarantee air services on key routes. Airlines
then offered that capacity directly to freight customers on commercial terms
IFRICInternational Financial Reporting Interpretations Committee
IRDInland Revenue Department: New Zealand’s public service department charged with advising on tax policy and collecting tax (among other roles)
LiquidityCash and cash equivalents (which excludes restricted deposits) plus the outstanding amount of any Crown standby loan facilityavailable to be drawn or undrawn redeemable shares
MIAC
Maintaining International Air Connectivity: a Government support scheme which operates from May 2021 until March 2023, on similar terms to the IAFC described above. From1 April
2022 the MIAC scheme does not provide a guaranteed revenue stream to Air New Zealand and is not provided as a single payment.Rather MIAC support levels are adjusted to reflect
passenger demand on those key routes and therefore the financial support provided to Air New Zealand is expected to decrease over time as border openings deliver increased passenger
volumes. Accordingly, the MIAC scheme will be scaled back and ultimately end as international flight frequencies and passenger numbers rise such that support is not required, which may
occur prior to 31 March 2023

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MIQManaged isolation and quarantine
Net Debt
Interest-bearing liabilities, lease liabilities and redeemable shares less bank and short-term deposits, net open derivatives held in relation to interest-bearing liabilities and lease liabilities,
and interest-bearing assets (which includes restricted deposits)
New Crown LoanThe $400 million fully committed four year Crown standby facility
NZXNew Zealand’s stock exchange
NPATNet Profit After Taxation
Operating expensesIncludes labour, fuel, maintenance, aircraft operations, passenger services, sales and marketing, foreign exchange and other expenses
Operating revenueIncludes revenue from passengers, cargo, contract services and other revenue
Other significant items
Items of revenue or expenditure which due to their size or nature warrant separate disclosure to assist with understanding the underlying financial performance of Air New Zealand. Other
significant items and taxation is reported within the audited financial statements and Five Year Statistical Review containedwithin the Annual Financial Results.
PAYEPay As You Earn: wherean employer will pay their employee’s income tax directly to the Government, and then deduct an equal amount from the employee’s salary
RASKPassengerRevenue per ASKs: passenger revenuefor the period divided by the total ASKs on passengerflights for the period
Redeemable shares
Non-voting redeemable shares issued under the subscription agreement between Air New Zealand and the Crown dated 13 December 2021. Refer to key terms per Air New Zealand’s
NZX
announcementon 14 December 2021
ROICPre-tax Return on Invested Capital. Meaning EBIT plus interest component of aircraft operating leases / average capital employed (Net Debt plus Equity) over the period
USUnited States of America
YTDYear to date
The following non-GAAP measures are not audited: EBITDA, Gearing, Net Debt, Gross Debt, Liquidity, RASK and ROIC
•The non-GAAP measures are used by management and the Board of Directors to assess the underlying financial performance of the Group in order to make decisions around the allocation of resources
•Amounts used within the calculations are derived from the audited Group financial statements and Five Year Statistical Reviewcontained in the Annual Financial Results
•Earnings included within the calculations were restated following the International Financial Reporting Interpretations Committee ("IFRIC") issuing an agenda decision on Configuration or Customisation Costs in a Cloud Computing
Arrangement (IAS 38) and also on Fair Value Hedge of Foreign Currency Risk on Non-Financial Assets (IFRS 9). The interpretationswere required to be retrospectively applied and comparatives restated accordingly
Glossary (2 / 2)

39
All information is private and confidential
Appendix D –
Key risks
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Key Risks – Important: Please Read
This section summarises the key risks Air New Zealand has identified in connection with the Rights Offer. It is critical thatyou read these carefully because these risks may materially adversely affect the future operating and financial
performance of Air New Zealand, and its share price. Like any investment, there are risks associated with an investment in Air New Zealand's shares. Those risks are acute in the current global context. This section does not set out all of the
risks related to an investment in Air New Zealand shares, the future operating or financial performance of Air New Zealand, the Rights Offer, or general market or industry risks. Some risks may be unknown and other risks, currently believed to
be immaterial, could turn out to be material.
In light of the Covid-19 pandemic and other significant events and conflicts around the world such as the current conflict in Ukraine and the risk of increased hostilities involving Russia, extra caution should be taken when assessing the risks
associated with an investment in Air New Zealand. Airlines have been significantly affected by border closures, restrictions on domestic and international movement and travel. The Covid-19 pandemic may result in changes to travel behaviours
and patterns permanently, including due to technological developments. Capital markets have seen equity securities suffer from spikes in volatility and significant, sudden price declines.
The summary of key risks set out below represent Air New Zealand's current assessment of these risks, however that may changeeither during the course of the Rights Offer or following the Rights Offer. There is no certainty as to the severity
or likelihood of any such foreseen and unforeseen impacts arising nor whether any mitigating action will be effective or can be taken. Accordingly, the key risks that Air New Zealand face are inherently uncertain and will continue to change.
Given the highly uncertain operating and financial environment, investors should be cautious about placing weight or relianceonforward-looking statements or assumptions made or described in this document, including in relation to the
removal of travel restrictions or social distancing rules, the rate and pace of any return of passenger demand for Air New Zealand’s services, Air New Zealand’s profitability, liquidity and debt levels, jet fuel prices and any macro-economic
factors such as currency rates and inflation. Such statements are inherently uncertain and should only be regarded as indicativeof possible outcomes. They are based on a series of assumptions which may not be proved correct over time due
to a range of factors outside Air New Zealand’s control.
You should make your own assessment of the key risks set out in this section before deciding whether to invest (or invest further) in Air New Zealand. You should also consider whether such an investment is suitable in light of your individual
risk profile, investment objectives and personal circumstances (including financial and taxation issues) and you are encouraged to consult with a financial or other professional adviser.
Key RiskDetails
Covid-19 impact
significant, ongoing
and uncertain
Covid-19 resulted in unprecedented restrictions on domestic and international air travel. These restrictions have been imposed by governments around the world and regulatory authorities, and/or implemented as a
matter of best practice during a health crisis, and have included lockdowns, border closures, rules preventing domestic travel, mandatory quarantine periods, self-isolation, pre-and post-flight tests and other social
distancing rules.
These developments resulted in a material decline in demand for international and domestic air travel and have had an unprecedented material adverse effect on Air New Zealand’s financial position and
performance. In FY20 and FY21, Air New Zealand made statutory losses before taxation of $629 million and $415 million, respectiv ely. On 24 February 2022, Air New Zealand announced (with its 1H FY22 results)
that it expected losses before other significant items and taxation for FY22 to exceed $800 million. Air New Zealand now expectsits FY22 full year result to be a loss before other significant items and taxation of less
than $800 million. There is a risk that losses continue in future years. See slide 13 for further details.
If the restrictive actions taken to combat Covid-19 persist (whether in New Zealand or globally), Air New Zealand's operational and financial performance could deteriorate further. It is inherently difficult to make
accurate assumptions about future financial and operating performance in this uncertain environment.
Other measures may be introduced or extended by the New Zealand Government or other governments which could reduce demand, including pre-and post-flight testing and self-isolation requirements. Air New
Zealand does not have any additional information in relation to border opening or the removal of travel restrictions (and does not receive any specific information in this regard from the New Zealand Government as
its majority shareholder).
Key risks (1 / 7)

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Key risks (2 / 7)
Key RiskDetails
Level and pace of
return of passenger
demand uncertain
Air New Zealand's operating and financial performance is dependent on the level of domestic and international travel generally. As at the date of this presentation, levels of passenger demand remain materially
below pre-pandemic levels.
The unprecedented Covid-related travel restrictions led to an immediate and material decrease in demand for Air New Zealand’s services. The duration and degree of that material decline in demand for air travel for
Air New Zealand remains uncertain. This uncertainty is exacerbated by a number of significant factors related to Covid-19 that are outside the control of Air New Zealand, including the impact of new or existing
variants, the availability, efficacy and deployment of vaccines worldwide, and the restrictions imposed by national and regionalgovernments in respect of the freedom of movement and travel. As such, there is
continued uncertainty as to the duration and further impact of Covid-19, including in relation to government-mandated restrictions and health advice, as well as the general economic environment.
Recovery in passenger demand is a key assumption in Air New Zealand's financial modelling and strategic planning. In general terms, Air New Zealand has assumed that from the middle of calendar year 2022 New
Zealand’s borders will be fully open (and not restricted or closed again) to the majority of the markets it flies to and the requirement for vaccinated travellers (regardless of nationality) to self-isolate on arrival is
removed (and not reinstated), and has also assumed that demand for long-haul international travel approximates pre-Covid levels by the second half of FY25. Prolonged travel frictions (such as isolation and testing
requirements) at the New Zealand border may reduce passenger demand and therefore revenues below current planning assumptionsand impose additional costs on Air New Zealand.
If those assumptions are incorrect and/or passenger demand does not return at the expected levels and pace, the expected improvement in Air New Zealand's financial performance may not eventuate or may take
longer to eventuate. Demand for domestic and international air travel may remain lower than expected for longer than expected, even after the abatement of the pandemic, easing of travel restrictions and removal of
self-isolation/quarantine requirements.
Air New Zealand has assumed that there will be no long-term structural changes to passenger demand over the longer-term (noting that there is currently limited observable data relating to this). Reduced demand,
including through any longer-term structural changes if those eventuate, could be New Zealand-specific, or more general in nature, and could be caused by factors such as:
•environmental sustainability concerns;
•lower customer confidence in the health risks of flying related to Covid-19;
•changes in customer preferences or booking behaviour;
•concerns in relation to New Zealand as a destination depending on the prevalence of Covid-19;
•reduced travel for business, including due to greater familiarity with remote access technology for businesses and associatedcost savings; and
•reduced travel for business and leisure due to any economic downturn and impacts on customers' disposable income.
Prior to the emergence of the Omicron variant in New Zealand, Air New Zealand benefitted from strong levels of domestic travel in New Zealand while international border restrictions have been in place. As
restrictions on international travel are reduced, this may result in lower demand for domestic travel as those passengers start flying internationally rather than domestically. That decrease in domestic demand may not
be offset by international travel with Air New Zealand (noting that long-haul business (which represented approximately 41% of Air New Zealand’s FY19 passenger revenue) has been assumed to build back
gradually through to FY25). Lower domestic demand may materially adversely impact on Air New Zealand's financial performance.
A material decline in domestic and/or international travel would have a material adverse effect on Air New Zealand's operating and financial performance and could be caused by a number of factors, including as a
result of:
•the reinstatement of regional and national lockdowns, delays to border openings, continuation or reinstatement of self-isolationrequirements in New Zealand, pre-and post-flying testing and other
requirements imposed on travellers that make air travel to and from or within New Zealand more difficult; or
•a particular event (such as a pandemic / epidemic, outbreak of disease, war, terrorist attack, a flying or safety incident, or an extreme weather event or natural disaster, such as earthquakes and volcanic ash
clouds), economic conditions (causing a decrease in consumer and business demand), or any other factors.
The current conflict in the Ukraine and the risk of increased hostilities involving Russia adds further uncertainty to the outlook for the demand for international air travel. That conflict could reduce demand for
international travel for a number of reasons, including increased safety concerns. If that conflict escalates, its potential impacts would be amplified.

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Key RiskDetails
General macro-
economic conditions /
cost increases /
inflation
Air New Zealand's operating and financial performance is affected by general economic and business conditions. This risk is heightened in the context of Covid-19, rising levels of inflation, rising interest rates, the
current conflict in Ukraine and the risk of increased hostilities involving Russia. A prolonged deterioration in general economic conditions, including a resulting decrease in consumer and business demand, would
likely have a material adverse effect on Air New Zealand's business or financial condition (or both). Any impact would be of uncertain severity and duration. Air New Zealand has assumed that the general economic
operating environment for air travel will be relatively stable and that there will not be a sudden or prolonged deteriorationin general economic conditions. If there were such a downturn, this could materially and
adversely affect the markets in which Air New Zealand operates, and consequently its business.
Air New Zealand is exposed to the risk of increased costs across its business (including, for example, in respect of labour, fuel and airport services related costs such as take-off and landing fees, air traffic control
and general airport charges). There is no assurance that airport operators will not continue to increase their fees or that Air New Zealand will not incur new costs from those airport operators. If Air New Zealand is
unable to pass through those increased costs on to passengers, or if a reduction in passenger demand results from Air New Zealand passing those increased costs on to passengers (which, in turn, could influence
the airline’s network and capacity plans), then those developments could have a material adverse effect on Air New Zealand’s financial results.
Currently, New Zealand and other countries are experiencing increasing inflation levels. There is no assurance that inflationwill not continue to rise and remain high for a sustained period. In terms of its targets, Air
New Zealand assumes that inflation rates will revert to long-term historical averages over the period to FY25. However, that is uncertain. Higher inflation increases Air New Zealand’s cost base – key inputs such as
labour and other operating costs and currency are all impacted. Interest rates may also increase. Where Air New Zealand cannot off-set cost increases through productivity initiatives or pass on costs increases to
passengers by way of fare increases without losing those passengers, its flown capacity, revenue and profitability will be reduced. Higher inflation may also impact potential customers' disposal income which could
reduce demand.
Fuel prices uncertainJet fuel costs constitute a significant proportion of Air New Zealand's total operating expenses (in FY19 it represented approximately 28% of Air New Zealand's total operating expenses). Historically, jet fuel costs
have widely fluctuated due to factors such as supply and demand dynamics, geopolitical issues and economic conditions. The future availability and cost of jet fuel cannot be predicted with any degree of certainty.
Any material increase in jet fuel prices over a sustained period will materially increase Air New Zealand's operating expenses and may materially reduce profitability. Air New Zealand may not be able to offset
increases in the price of jet fuel or sustained high jet fuel prices with fuel surcharges, fare increases or fuel cost hedging strategies. Price increases may also add risk to Air New Zealand’s ability to adequately
implement its operating strategy, and may negatively impact the pace and level of passenger demand recovery.
The current conflict in Ukraine and the risk of increased hostilities involving Russia have caused recent volatility in jet fuelprices. Air New Zealand’s targets assume jet fuel reverts to long-term historical averages. If
jet fuel prices are elevated for a sustained period, including due to the conflict in Ukraine or hostilities involving Russia, Air New Zealand’s financial performance and position will be adversely affected, and potentially
materially so. Fare increases needed to recover higher costs may negatively impact the pace and level of passenger demand recovery.
Air New Zealand attempts to mitigate the adverse impact of volatility in jet fuel prices by entering into fuel hedge agreements to purchase jet fuel in the future at pre-determined prices. However, Air New Zealand
does not hedge all of its fuel supply requirements, and these contracts do not protect Air New Zealand from increases in the price of jet fuel beyond the period of the contract and may (due to the cost of these
instruments) limit the benefits Air New Zealand would derive from decreases in the cost of jet fuel during the term of the contracts. There is no guarantee that future hedging contracts which protect Air New Zealand
from high jet fuel prices can be entered into, including at reasonable pricing.
Other potential actions Air New Zealand can use to attempt to mitigate elevated fuel prices include increasing its fares and/or reducing its capacity. Passenger demand reduces as a result of fare increases. If,
however, Air New Zealand is unable to offset fuel price increases with fare increases or make the necessary adjustments to its network or cost structure, it's future profitability may be negatively impacted.
Jet fuel is paid for in US dollars. Therefore, higher jet fuel prices, coupled with a strengthening US dollar relative to theNew Zealand dollar will amplify the adverse effect on Air New Zealand’s financial position and
performance (particularly where there is limited international flying and Air New Zealand has limited ability to earn foreigncurrency). In the event of a jet fuel supply shortage, higher jet fuel prices or the curtailment of
scheduled services could result.
Increased competition
(1 / 2)
Air travel is a highly competitive business. For Air New Zealand, this is particularly true in relation to trans-Tasman and long-haul international routes (which represented approximately 59% of Air New Zealand’s
FY19 passenger revenue). Air New Zealand’s competitors include some operators with greater financial resources. Airlines competeon a range of factors including fare levels, frequency of flights, quality and
reliability of service, brand recognition, passenger amenities, frequent flyer programmes and the availability and convenience of other passenger services. Increased competition may reduce demand for Air New
Zealand’s services thereby reducing revenue or potentially requiring discounted airfares to retain revenue. If so, Air New Zealand's profitability would be negatively impacted and such impact could be significant.
Further, a highly competitive market which constrained fare prices could also result in Air New Zealand being unable to pass on increased input costs to passengers (including fuel costs, landing charges and other
similar costs which have seen significant recent increases), reducing Air New Zealand’s margin and financial performance.
Key risks (3 / 7)

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Key RiskDetails
Increased competition
(2 / 2)
In particular, Air New Zealand may face increased competition in its key markets, particularly in domestic New Zealand market(including if some of its competitors fully enter the New Zealand domestic market),
short-haul international routes and the North American market. This threat may arise at this time as other airlines change strategies and enter new markets post-Covid in order to have greater opportunities to grow
back their revenue. Competitive threats may arise from either individual airlines or from alliances between Air New Zealand'scompetitors. The competitive landscape is highly complex, with many factors (including
input costs, passenger demand, supply dynamics and opportunity costs) driving competitor behaviour and strategy. The success of Air New Zealand’s competitive strategy is subject to uncertainties beyond its
control.
Cyber security and IT
systems
Air New Zealand faces both significant external cyber-attack threats and internal cyber risks. Its data, systems and informationtechnology (together “Technology Systems”) may be vulnerable to theft, payment fraud,
loss, damage and interruption due to unauthorised access, security breaches, computer viruses, power loss or other disruptiveevents. Like other companies, Air New Zealand faces increasing risks that individuals or
groups attempt to disrupt the availability, confidentiality, integrity and resilience of its Technology Systems or TechnologySystems Air New Zealand relies on. A security breach could have a negative impact on
customer confidence in Air New Zealand’s systems and reputation. Cyber-attacks could also force Air New Zealand to temporarily or for a longer period ground aircraft or shut down its operations, in part or entirely.
In addition to disruption to its operations, such attacks could make it difficult to recover critical services, could damage assets and compromise the integrity and security of both corporate and customer data.
Disruption or loss of access to key systems or facilities as well as the failure of any key suppliers could have a material adverse effect on the Group’s business, operations, financial condition, prospects and
reputation.
Air New Zealand’s operations are dependent on the suitability, reliability, resilience and durability of its technology platforms, systems and processes, including third party systems and infrastructure. Air New Zealand
and its key suppliers deal with a large volume of personal data about passengers, prospective passengers and employees. Accordingly, Air New Zealand’s operations are heavily reliant on its Technology Systems.
Air New Zealand outsources the operation of certain Technology Systems to third parties and depends on the performance of those third parties and the cyber resilience of those third parties. The Technology
Systems, including Air New Zealand’s website, must be able to accommodate a high volume of traffic, maintain secure information,dispatch flights and deliver flight information, issue electronic tickets and process
critical financial and non-financial information in a timely manner. Poor performance by a third party will expose Air New Zealand to the risk that it will not be able to operate its Technology Systems effectively, or at
all, and could lead to materially adverse outcomes for Air New Zealand.
Foreign exchange
volatility
Air New Zealand is exposed to fluctuations in foreign currencies because its revenues and expenditures, borrowings, leases, investments and capital expenditure transactions are denominated in multiple currencies.
US dollars is the principal foreign currency in which Air New Zealand payments occur (including jet fuel purchases, aircraft leases, aircraft spare part purchases, engine maintenance, borrowings and aircraft
purchases). In FY19, approximately 42% of Air New Zealand’s operating expenses were paid for in United States dollars. Any appreciation in the US dollar (or other currencies in which Air New Zealand's expenses
are denominated) against the New Zealand dollar would increase Air New Zealand's total operating expenses (when measured in New Zealand dollars) and this would increase its New Zealand dollar assets,
liabilities and gearing and could decrease Air New Zealand's profitability (particularly where international flying is limited and Air New Zealand has limited ability to earn foreign currency).
Air New Zealand enters into foreign exchange contracts to hedge against near term currency fluctuations occurring. However, Air New Zealand does not hedge all of its foreign currency requirements, and such
contracts do not fully protect Air New Zealand from the adverse impact of significant exchange rate fluctuations over the longerterm and may prevent Air New Zealand from fully benefitting from favourable
movements in exchange rates over the period of the contracts.
Air New Zealand’s financial modelling includes assumptions in relation to the NZD / USD foreign exchange rate, which are generally set based on historic average exchange rates. To the extent that actual foreign
exchange rates deviate from those historic averages in an adverse manner for Air New Zealand, without any natural or contractualhedges in place, this could have a material adverse effect on Air New Zealand’s
financial performance and achievement of its targets.
Capital sufficiency and
debt levels (1 / 2)
Capital
Air New Zealand has undertaken a capital sufficiency assessment exercise to assist in determining the size of the Rights Offer. Air New Zealand believes that a successful equity raise, together with its ongoing cost
saving initiatives, and the new debt facilities (including those continued to be provided by the Crown), will provide Air NewZealand with sufficient capital to position itself for recovery of passenger demand.
This assessment is based on what Air New Zealand considers to be a reasonable set of assumptions (assessed together with relevant sensitivities for those assumptions). However, there remains a risk that negative
impacts from Covid-19 and the resulting adverse global economic conditions, together with the risks associated with the current conflict in Ukraine and the risk of increased hostilities involving Russia, exceed
expected levels, and further cost saving measures cannot be achieved, or recovery in revenue and profitability takes longer thanexpected. In that scenario, Air New Zealand may have insufficient equity and/or
liquidity to meet capital and operational requirements and would need to re-assess its balance sheet and operations. It may alsoneed to access additional equity or debt funding which could have an adverse effect
on Air New Zealand and/or its earnings.
Key risks (4 / 7)

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Key RiskDetails
Capital sufficiency and
debt levels (2 / 2)
Debt
As Air New Zealand progresses its plans for recovery, it will carry a substantial amount of debt including related to aircraft acquisition and other financing arrangements for the foreseeable future, as well as
commitments for maintenance, working capital requirements and other obligations. Its level of debt will increase until passengerdemand returns to a level which permits it to repay debt. Although, as demand returns,
Air New Zealand will begin to generate additional cash flow from operations to pay debt and other fixed obligations. Air New Zealand expects that its liquidity will continue to decrease until it substantially ramps up its
international operations again, which may restrict its ability to repay debt. Accordingly, Air New Zealand currently expects that its gearing will continue to increase the beginning of FY25 before it is able to start
reducing its overall levels of debt. Air New Zealand’s ability to meet its payment obligations and to fund planned capital expenditures will depend on the success of its business strategy, the level and pace of the
return of demand, and Air New Zealand’s ability to generate sufficient revenues to satisfy its obligations, which are all subject to many uncertainties and contingencies beyond its control.
Ramp up of capacity
Air New Zealand has significantly reduced its network and operations as a result of the impacts of Covid-19. In order to take advantage of any increases in passenger demand, Air New Zealand may need to increase
its capacity at relatively short notice. This may be difficult and costly, particularly where the recovery is inconsistent, causing difficult and expensive "gearing up" and "gearing down" scenarios. This may cause Air
New Zealand issues such as having insufficient pilots, cabin crew and other operational staff available in time, or needing to stand-down or re-activate these employees at short notice, with associated increased
costs. In addition to its own operational readiness, Air New Zealand relies on the readiness of its global partners, suppliers and customers. There is a risk that sufficient aircraft or labour may not be available to meet
demand or there is only a short timeframe to react to the need for greater capacity and labour. These factors may result in inefficiencies, additional costs, lost opportunities, and adverse financial and operating
effects.
Supply chain issues
Air New Zealand relies on third party suppliers and service providers for aircraft manufacturers, jet fuel, ground handling, aircraft maintenance, call centres, IT systems, catering, fuel supply and other operations. The
efficiency and timeliness of such suppliers and service providers, as well as the quality of their contract performance, is beyond Air New Zealand’s direct control. In particular, those third party suppliers are subject to
ongoing supply chain disruptions and delays due to the ongoing effects of the Covid-19 pandemic and there is risk that the current conflict in Ukraine or other hostilities involving Russia could have a direct, or
indirect, on Air New Zealand's supply chain. Failure to adequately manage the performance of third party suppliers or serviceproviders and any failure by such suppliers or service providers to perform their
obligations, including as a result of global supply chain issues, could adversely affect Air New Zealand’s reputation and itsoperational and financial performance. Air New Zealand uses its business continuity plans to
cover the risk of supply failures and has contingency plans in place to respond to supply chain interruption. However, there is no guarantee that Air New Zealand will successfully mitigate the risk associated with any
such failure or underperformance.
Employee relations
Staff costs are one of Air New Zealand’s largest operating expenses. A significant portion of Air New Zealand’s employees arerepresented by unions and are party to collective bargaining arrangements. If Air New
Zealand is unable to negotiate collective agreements with unions on commercially reasonable terms, it could have material adverse effects on its cash flows and financial condition. Further, any significant collective
bargaining dispute between Air New Zealand and its employees could lead employees to take industrial action, including work stoppages. This could disrupt Air New Zealand’s day-to-day operations and adversely
affect business performance, potentially leading to reputational damage.
Environmental
sustainability
Growing concerns about environmental sustainability may materially adversely impact the global aviation industry. Environmental sustainability concerns may materially adversely affect demand for Air New Zealand’s
services, may result in adverse regulatory requirements, and Air New Zealand may need to take steps adversely affecting profitability.
In time, sustainable aviation fuels may increase the cost of, and therefore reduce demand for, international air travel. The development of new technology may impact the value of Air New Zealand's existing assets
(which constitute its largest tangible asset currently) and could materially adversely affect its financial position and performance.
In addition, transitioning to a lower-carbon economy may entail extensive policy, legal, technology and market changes to address mitigation and adaptation requirements related to climate change. Air New Zealand
may be materially adversely impacted by increased costs of offsetting carbon-based emissions (including escalating carbon creditpricing).
Physical risks resulting from climate change may have financial implications for Air New Zealand, such as indirect impacts from supply chain disruption and travel patterns and habits of customers.
Investment in equity
capital (1 / 2)
There are general risks associated with investments in equity capital. The trading price of Air New Zealand's ordinary sharesonNZX or ASX may fluctuate with movements in equity capital markets in New Zealand
and internationally. This may result in the market price for the new shares being less or more than the Offer Price.
Key risks (5 / 7)

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Key RiskDetails
Investment in equity
capital (2 / 2)
Air New Zealand’s operations are dependent on the suitability, reliability, resilience and durability of its technology platforms, systems and processes, including third party systems and infrastructure. Air New Zealand
Generally applicable factors which may affect the market price of Air New Zealand's ordinary shares include:
•the impact of Covid-19 (or any new variant), including on the business environment, supply chains and travel restrictions (including social distancing and self-isolation rules);
•general movements in New Zealand and international stock markets, including market volatility;
•investor sentiment;
•New Zealand and international economic conditions and outlook, including changes in interest rates, the rate of inflation, exchange rates, commodity prices, employment levels and consumer demand;
•changes in New Zealand and foreign government regulation and fiscal, monetary and regulatory policies;
•loss of key personnel and delays in replacement;
•announcement of new technologies;
•geo-political instability, including international hostilities (such as the current conflict in the Ukraine and the risk of increased hostilities involving Russia), acts of terrorism, natural disasters, extreme weather
events and catastrophes, whether in global, regional or local scale;
•epidemics and pandemics such as Covid-19 or any variant thereof;
•operating results of Air New Zealand that may vary from expectations of securities analysts and investors;
•changes in market valuations of other airlines; and
•future issuances of Air New Zealand equity securities.
The share prices for many listed companies have in recent times been subject to wide fluctuations and volatility, which in many cases may reflect a diverse range of non-company specific influences such as those
referred to above. In particular, the events relating to Covid-19, the current conflict in the Ukraine and the risk of increasedhostilities involving Russia and other significant events around the world have resulted in
significant market falls and volatility both in New Zealand and overseas, including in the prices of securities trading on the NZX and the ASX.
There is continued uncertainty as to the further impact of Covid-19 on the New Zealand economy and share markets including in relation to governmental action, regulation and advice, and the impact on equity and
debt capital markets. These events may materially adversely impact the market price of Air New Zealand's ordinary shares.
It is also possible that new risks may emerge as a result of domestic or foreign markets experiencing increased stress, or exist ing risks may evolve in ways that are not currently foreseeable.
No assurances can be given that the New Shares will trade at or above the Offer Price. None of Air New Zealand, its Board, the underwriters, joint lead managers or any other person guarantees the market
performance of the New Shares.
Reliance on
Government support
for international cargo
services
On 28 March 2022, Air New Zealand announced that it had renewed its contract with the New Zealand Government until the end of31March 2023 in relation to the Maintaining International Air Connectivity ("MIAC")
Scheme. While international borders remain closed or restricted, Air New Zealand is reliant on the MIAC scheme to assist it in sustaining long-haul international services and continuing connections to ports around
the world (e.g., to maintain landing slots at key offshore ports).
Air New Zealand assumes that it will receive the benefit of the MIAC subsidy until March 2023. The MIAC scheme does not provide a guaranteed revenue stream. Rather, MIAC support levels are adjusted to reflect
passenger demand on key routes to reflect passenger demand and accordingly is expected to decrease over time as border openings deliver increased passenger volumes. If international travel remains restricted
beyond March 2023 (albeit at diminishing levels as international passengers return) and the MIAC scheme is not extended (or Air New Zealand receives a smaller subsidy), this would materially reduce Air New
Zealand's financial performance.
Ability to pay
dividends
Air New Zealand's dividends are currently suspended. Subject to Air New Zealand’s performance, any payment of dividends is unlikely before FY26. Going forward, Air New Zealand may be unable to pay dividends
at historic levels or at all. The New Crown Loan prevents payment of dividends if the facility is drawn, and it is a condition of the subscription agreement with the Crown in relation to the redeemable shares that
dividends cannot be paid on ordinary shares if Air New Zealand has deferred the payment of interest on the Redeemable Shares on issue.
Key risks (6 / 7)

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Key RiskDetails
Major shareholder riskThe Crown is, and will on completion of the Rights Offer be, a holder of 51% of the ordinary shares in Air New Zealand. Consequently, the Crown will generally be able to control the outcome of matters put to
shareholders that require majority approval.
The Government has a policy of maintaining a 51% shareholding in Air New Zealand. That policy may change under future governments.
If Air New Zealand required new equity capital, and the Crown wished to act consistently with its current policy of maintaining a 51% shareholding, the Crown would need to make a further equity capital investment to
avoid dilution below its 51% holding. There is no certainty as to any future capital contributions from the Crown.
The Crown does not guarantee the Air New Zealand shares or any returns in respect of them, or Air New Zealand or any obligationsof Air New Zealand.The Crown currently holds 51.91% of the ordinary shares in
Air New Zealand. On completion of the Rights Offer, the Crown will hold 51.00% of the ordinary shares.
Key risks (7 / 7)

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Appendix E –
Foreign selling
restrictions
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This presentation does not constitute an offer of rights (Rights) or new ordinary shares
(New Shares) of Air New Zealand in any jurisdiction in which it would be unlawful. In
particular, this presentation may not be distributed to any person, and the Rights and
New Shares may not be offered or sold, in any country outside New Zealand or Australia
except to the extent permitted below.
Australia
This Offer is being made to Australian resident Shareholders without a prospectus in
accordance with section 708AA of the Corporations Act (as modified by ASIC Instrument
2016/84 and ASIC Instrument 22-
0225). This presentation is not a prospectus, product
disclosure statement or any other form of disclosure document regulated by the
Corporations Act and has not been and will not be lodged with ASIC. Accordingly, this
presentation may not contain all information which a prospective investor may require to
make a decision whether to subscribe for New Shares and it does not contain all of the
information which would otherwise be required by Australian law to be disclosed in a
prospectus. Neither ASIC nor ASX takes any responsibility for the contents of this
presentation.
Canada
This presentation constitutes an offering of Rights and New Shares only in the Provinces
of British Columbia, Ontario and Quebec (the Provinces) and to those persons to whom
they may be lawfully distributed in the Provinces, and only by persons permitted to sell
such securities. This presentation is not, and under no circumstances is to be construed
as, an advertisement or a public offering of securities in the Provinces. This presentation
may only be distributed in the Provinces to persons that are "accredited investors" within
the meaning of National Instrument 45-106 –Prospectus Exemptions or section 73.3, of
the Securities Act (Ontario) (collectively “NI 45-106”).
No securities commission or similar authority in the Provinces has reviewed or in any
way passed upon this presentation, the merits of the Rights or the New Shares or the
offering of such securities and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of
Rights or New Shares or the resale of such securities. Any person in the Provinces
lawfully participating in the offer will not receive the information, legal rights or protections
that would be afforded had a prospectus been filed and receipted by the securities
regulator in the applicable Province. Furthermore, any resale of the Rights or the New
Shares in the Provinces must be made in accordance with applicable Canadian
securities laws which may require resales to be made in accordance with exemptions
from dealer registration and prospectus requirements.
Air New Zealand as well as its directors and officers may be located outside Canada and,
as a result, it may not be possible for purchasers to effect service of process within
Canada upon Air New Zealand or its directors or officers. All or a substantial portion of
the assets of Air New Zealand and such persons may be located outside Canada and, as
a result, it may not be possible to satisfy a judgment against Air New Zealand or such
persons in Canada or to enforce a judgment obtained in Canadian courts against Air
New Zealand or such persons outside Canada.
Unless stated otherwise, all dollar amounts contained in this document are in New
Zealand dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition
to any other rights they may have at law, rights of rescission or to damages, or both,
when an offering memorandum that is delivered to purchasers contains a
misrepresentation. These rights and remedies must be exercised within prescribed time
limits and are subject to the defensescontained in applicable securities legislation.
Prospective purchasers should refer to the applicable provisions of the securities
legislation of their respective Province for the particulars of these rights or consult with a
legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both,
available to purchasers in Ontario. In Ontario, every purchaser of the Rights or the New
Shares purchased pursuant to this presentation (other than (a) a "Canadian financial
institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business
Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b)
above, if the person owns all the voting securities of the subsidiary, except the voting
securities required by law to be owned by the directors of that subsidiary) shall have a
statutory right of action for damages and/or rescission against Air New Zealand if this
presentation or any amendment thereto contains a misrepresentation. If a purchaser
elects to exercise the right of action for rescission, the purchaser will have no right of
action for damages against Air New Zealand. This right of action for rescission or
damages is in addition to and without derogation from any other right the purchaser may
have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if
this presentation contains a misrepresentation, a purchaser who purchases the Rights or
the New Shares during the period of distribution shall be deemed to have relied on the
misrepresentation if it was a misrepresentation at the time of purchase and has a right of
action for damages or, alternatively, may elect to exercise a right of rescission against Air
New Zealand, provided that:
a)Air New Zealand will not be liable if it proves that the purchaser purchased such
securities with knowledge of the misrepresentation;
b)in an action for damages, Air New Zealand is not liable for all or any portion of the
damages that Air New Zealand proves does not represent the depreciation in value
of such securities as a result of the misrepresentation relied upon; and
c)in no case shall the amount recoverable exceed the price at which such securities
were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced
to enforce these rights more than:
a)in the case of any action for rescission, 180 days after the date of the
transaction that gave rise to the cause of action; or
b)in the case of any action, other than an action for rescission, the earlier of (i)
180 days after the purchaser first had knowledge of the fact giving rise to the
cause of action or (ii) three years after the date of the transaction that gave
rise to the cause of action.
These rights are in addition to and not in derogation from any other right the purchaser
may have.
Certain Canadian income tax considerations. Prospective purchasers of the Rights and
the New Shares should consult their own tax adviser with respect to any taxes payable in
connection with the acquisition, holding, or disposition of such securities as any
discussion of taxation related matters in this presentation is not a comprehensive
description and there are a number of substantive Canadian tax compliance
requirements for investors in the Provinces.
Language of documents in Canada. Upon receipt of this presentation, each investor in
Canada hereby confirms that it has expressly requested that all documents evidencing or
relating in any way to the sale of the New Shares (including for greater certainty any
purchase confirmation or any notice) be drawn up in the English language only. Par la
réception de ce document, chaque investisseur canadien confirme par les présentes qu'il
a expressément exigé que tous les documents faisant foi ou se rapportant de quelque
manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant,
pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais
seulement.
Cayman Islands
Air New Zealand is not licensed to conduct investment business in the Cayman Islands
by the Cayman Islands Monetary Authority and this document does not constitute an
offer to members of the public of the Rights and New Shares, whether by way of sale or
subscription, in the Cayman Islands. The Rights and New Shares have not been offered
or sold, and will not be offered or sold, directly or indirectly, to members of the public in
the Cayman Islands.
European Union
This presentation has not been, and will not be, registered with or approved by any
securities regulator in the European Union. Accordingly, this presentation may not be
made available, nor may the Rights or the New Shares be offered for sale, in the
European Union except in circumstances that do not require a prospectus under Article
1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the
European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of Rights and
New Shares in the European Union is limited to persons who are "qualified investors" (as
defined in Article 2(e) of the Prospectus Regulation).
Foreign selling restrictions (1 / 2)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Air New Zealand Market Update and Recapitalisation
49
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Hong Kong
WARNING: This presentation has not been, and will not be, registered as a prospectus
under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
of Hong Kong, nor has it been authorised by the Securities and Futures Commission in
Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register
this presentation or to permit the distribution of this presentation or any documents
issued in connection with it. Accordingly, the Rights and the New Shares have not been
and will not be offered or sold in Hong Kong other than to "professional investors" (as
defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Rights and the New Shares has
been or will be issued, or has been or will be in the possession of any person for the
purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong (except if permitted to do
so under the securities laws of Hong Kong) other than with respect to the Rights and the
New Shares that are or are intended to be disposed of only to persons outside Hong
Kong or only to professional investors (as defined in the SFO and any rules made under
that ordinance). No person allotted Rights or New Shares may sell, or offer to sell, such
securities in circumstances that amount to an offer to the public in Hong Kong within six
months following the date of issue of such securities.
The contents of this presentation have not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in relation to the offer. If you are in doubt
about any of the contents of this presentation, you should obtain independent
professional advice.
Norway
This presentation has not been approved by, or registered with, any Norwegian securities
regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this
presentation shall not be deemed to constitute an offer to the public in Norway within the
meaning of the Norwegian Securities Trading Act of 2007.
The Rights and the New Shares may not be offered or sold, directly or indirectly, in
Norway except to "qualified investors" (as defined in the Prospectus Regulation
2017/1129 Article 2(e), cf. the Norwegian Securities Trading Act of 29 June 2007 no. 75
Section 7-1 and including non-professional clients having met the criteria for being
deemed to be professional and for which an investment firm has waived the protection as
non-professional in accordance with the procedures in this regulation).
Singapore
This presentation and any other materials relating to the Rights and the New Shares
have not been, and will not be, lodged or registered as a prospectus in Singapore with
the Monetary Authority of Singapore. Accordingly, this presentation and any other
document or materials in connection with the offer or sale, or invitation for subscription or
purchase, of Rights and New Shares, may not be issued, circulated or distributed, nor
may the Rights and New Shares be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in
Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of
Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the
SFA), or as otherwise pursuant to, and in accordance with the conditions of any other
applicable provisions of the SFA.
This presentation has been given to you on the basis that you are (i) an existing holder of
Air New Zealand's shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an
"accredited investor" (as defined in the SFA). In the event that you are not an investor
falling within any of the categories set out above, please return this presentation
immediately. You may not forward or circulate this presentation to any other person in
Singapore.
Any offer is not made to you with a view to the Rights or the New Shares being
subsequently offered for sale to any other party. There are on-sale restrictions in
Singapore that may be applicable to investors who acquire Rights or New Shares. As
such, investors are advised to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly.
Switzerland
The offering of the Rights and the New Shares in Switzerland is exempt from
requirement to prepare and publish a prospectus under the Swiss Financial Services Act
(FinSA) because such offering is made to professional clients within the meaning of the
FinSAonly and the Rights and the New Shares will not be admitted to trading on any
trading venue (exchange or multilateral trading facility) in Switzerland. This presentation
does not constitute a prospectus or similar communication pursuant to the FinSA, and no
such prospectus has been or will be prepared for or in connection with the offering of the
Rights and the New Shares.
United Arab Emirates
Neither this presentation nor the Rights or the New Shares have been approved or
passed on in any way by the Emirates Securities and Commodities Authority (ESCA) or
any other governmental authority in the United Arab Emirates. Air New Zealand has not
received authorisation or licensing from the ESCA or any other governmental authority to
market or sell the Rights or the New Shares within the United Arab Emirates (excluding
the Dubai International Financial Centre and the Abu-Dhabi Global Market). This
presentation does not constitute, and may not be used for the purpose of, an offer of
securities in the United Arab Emirates . No services relating to the Rights or the New
Shares, including the receipt of applications, may be rendered within the United Arab
Emirates (excluding the Dubai International Financial Centre and the Abu-Dhabi Global
Market).
United Kingdom
Neither the information in this presentation nor any other document relating to the offer
has been delivered for approval to the Financial Conduct Authority in the United Kingdom
and no prospectus (within the meaning of section 85 of the Financial Services and
Markets Act 2000, as amended (FSMA)) has been published or is intended to be
published in respect of the Rights and the New Shares.
This presentation is issued on a confidential basis to "qualified investors" (within the
meaning of Article 2(e) of the UK Prospectus Regulation) in the United Kingdom, and the
Rights and New Shares may not be offered or sold in the United Kingdom by means of
this presentation, any accompanying letter or any other document, except in
circumstances which do not require the publication of a prospectus pursuant to section
86(1) of the FSMA. This presentation should not be distributed, published or reproduced,
in whole or in part, nor may its contents be disclosed by recipients to any other person in
the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) received in connection with the issue or sale of the Rights or the
New Shares has only been communicated or caused to be communicated and will only
be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA does not apply to Air New Zealand.
In the United Kingdom, this presentation is being distributed only to, and is directed at,
persons (i) who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (FPO), (ii) who fall within the
categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully
communicated (together "relevant persons"). The investments to which this presentation
relates are available only to, and any invitation, offer or agreement to purchase will be
engaged in only with, relevant persons. Any person who is not a relevant person should
not act or rely on this presentation or any of its contents.
United States
This presentation does not constitute an offer to sell, or the solicitation of an offer to buy,
securities in the United States, and may not be distributed to any person in the United
States.
The Rights and the New 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 may not be offered or sold in the United States, except in transactions exempt from,
or not subject to, the registration requirements of the U.S. Securities Act and applicable
securities laws of any state or other jurisdiction of the United States.
The Rights may not be acquired or exercised by, and the New Shares may not be offered
or sold to, any person in the United States or any person acting for the account or benefit
of any person in the United States, other than certain eligible institutional Shareholders
and Institutional Investors as part of the U.S. Private Placement. In addition, outside the
United States, the rights are only entitled to be acquired or exercised, and the New
Shares may only be offered and sold, in “offshore transactions” (as defined by Rule
902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S.
Securities Act.
Foreign selling restrictions (2 / 2)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Air New Zealand Market Update and Recapitalisation
50
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Air New Zealand Market Update and Recapitalisation
51
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Air New Zealand Market Update and Recapitalisation
52
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

---

100413742/4867201.3
CONFIDENTIAL AND COMMERCIALLY SENSITIVE

2022
Air New Zealand Limited
Air New Zealand House
185 Fanshawe Street
Auckland 1010
New Zealand

Attention: Dame Therese Walsh, Chair
Email: therese.walsh@outlook.com

AIR NEW ZEALAND LIMITED EQUITY CAPITAL RAISING – CROWN COMMITMENT
Air New Zealand Limited (Company) proposes to undertake a pro-rata renounceable rights
offer to the Company's existing shareholders in New Zealand, Australia and certain other
selected jurisdictions (Offer). The Offer will be fully underwritten (excepting the amount
subscribed for by the Crown on the basis of its pre-commitment set out in this letter) by
UBS New Zealand Limited and Citigroup Global Markets Limited (Underwriters).
Her Majesty the Queen in right of New Zealand acting by and through the Minister of
Finance (Crown) is the holder of 582,854,593 issued ordinary shares of the Company
(Shares) being approximately 51.90% of the total Shares on issue at the date of this
letter. The Company and the Underwriters consider that the Crown’s participation in the
Offer is critical to the success of the Offer. The Company and the Crown have agreed that
the Crown make a pre-commitment in respect of its participation in the Offer on the
following terms and conditions:
(a) (Crown Commitment): The Crown, subject to and on the terms of this letter,
irrevocably applies for and commits to acquire such number of Shares under the Offer
(Offer Shares) that, on completion of the Offer, results in the Crown having 51.00%
of the total Shares on issue (including all treasury stock held by the Company),
rounded up to the nearest whole Share (Ownership Percentage). The Crown’s
commitment set out in this paragraph is referred to as the Crown Commitment. On
the basis of the Crown Commitment, the Company agrees to allocate and issue to the
Crown such number of Offer Shares that are equal to the Crown Commitment (Crown
Committed Shares) in accordance with the terms of this letter, such that on
completion of the Offer the Crown will hold the Ownership Percentage. The Crown
Committed Shares will be issued to the Crown at the offer price per Offer Share set
out in the Offer Materials (as defined in paragraph (d)(i)(A) below), in accordance
with settlement processes agreed between the Company and the Crown (acting
through Te Tai Ōhanga The Treasury). The Crown will not, and is not obliged to,
subscribe for any Offer Shares other than the Crown Committed Shares.
(b) (Condition): The Crown’s obligations under paragraph (a) above are conditional on
the Offer proceeding in accordance with the Offer size, pricing, structure and timetable
(Timetable) set out in the Offer Materials (or as such matters are varied by agreement
with the Crown). If the condition referred to in this paragraph is not satisfied (or
waived by the Crown), then the Crown may terminate this letter by notice in writing
to the Company, and on such termination, this letter will be of no further effect and

100413742/4867201.3
2
neither party will have any claim against the other party arising under, or in connection
with, this letter.
(c) (Withdrawal or termination): If the Offer is withdrawn, or otherwise does not
proceed, this letter shall automatically terminate (with the same effect as termination
under paragraph (b) above).
(d) (Undertakings):
(i) The Company gives the following representations and warranties to the Crown
as at the date of this letter and on each subsequent date (by reference to the
facts and circumstances then existing) until the date this letter is terminated or
the date of allotment on the NZX of the Offer Shares, whichever is later:
(A) the Offer and all materials released by the Company in connection with
or at the same time as the Offer (Offer Materials) comply in all respects
with all applicable laws and regulations (including the listing rules of the
NZX and ASX) (Applicable Law);
(B) the Offer Materials contain all information that is material in the context
of the Offer and all information that is required to be contained in the
Offer Materials by Applicable Law and the Offer Materials are not, and do
not contain any statement that is, false, misleading, deceptive, or likely
to mislead or deceive or unsubstantiated; and
(C) all information and representations which will be provided to the Crown
in relation to the Offer on and from the date of this letter by the Company
or on its behalf will be, at the time provided, true, complete and accurate
in all material respects.
(ii) The Company undertakes to the Crown during the period up to the earlier of
the termination of this letter and the completion of the Offer, to notify the Crown
promptly upon becoming aware of the happening of any event that either
constitutes or is reasonably likely to constitute a breach of any warranty set out
in paragraph (d)(i) and of any matter that is reasonably likely to have the effect
of making any such warranty incorrect or untrue or misleading by omission or
otherwise.
(e) (Legal responsibility): The Company acknowledges and agrees that the Company
is and will remain solely and absolutely responsible for ensuring:
(i) the accuracy, completeness, consistency and materiality of the contents of the
Offer Materials and of any other announcements and disclosures authorised by
the Company in connection with the Offer;
(ii) that the Offer Materials are not, and do not contain any statement that is, false,
misleading, deceptive, or likely to mislead or deceive (including by omission)
or unsubstantiated (being a statement for which the Company does not have
reasonable grounds, other than a statement that a reasonable person would
not expect to be substantiated) and comply with all Applicable Law;
(iii) that all money received by or on behalf of the Company as payment for the
Offer Shares is held on trust for subscribers and the Company according to their
respective rights until the Offer Shares are allotted;
(iv) that it conducts the Offer in accordance with all Applicable Law; and
(v) that the Offer Materials contain no references to the Crown or any of its
Ministers, departments, officials or advisers other than in a form approved by
the Crown (acting through Te Tai Ōhanga The Treasury).

100413742/4867201.3
3
(f)(Fees): In consideration for the Crown Commitment, the Company must pay to the
Crown the Commitment Fee, within seven days after settlement of the Offer. The
Commitment Fee shall be an amount equal to the gross proceeds received by the
Company under the Offer from the Crown in respect of the Crown Committed Shares,
multiplied by 0.5%.
(g)(Costs and Expenses): In addition to the Commitment Fee, the Company must pay,
or reimburse the Crown for, all costs, expenses, fees and disbursements that the
C
rown (including Te Tai Ōhanga The Treasury) incurs in connection with, or incidental
to or preparatory for, the proposed capital raising by the Company (including, without
limitation, the Offer and the Crown Commitment).
(h)(Disclosure of letter): The Company and the Crown agree that the existence and
effect of this letter will be described in the Offer Materials and this letter will be
separately disclosed by the Company to the NZX market announcements platform in
connection with the release of the Offer Materials.
(i)(Counterparts): This letter may be executed in any number of counterparts, each of
which will be deemed an original, but all of which will constitute one and the same
instrument. Where a party executes such a counterpart copy and transmits the signed
execution page of that counterpart copy electronically to the other parties then, for
the purposes of this letter, the transmission shall be deemed proof of signature of the
original and the signed counterpart copy shall be deemed an original.
(j)(Entire agreement): This letter is the entire agreement between the parties on the
Cr
own Commitment. This letter replaces all earlier negotiations, representations,
warranties, understandings and agreements, whether oral or written, between th
e
p
arties relating to the Crown Commitment. The Company acknowledges, agrees an
d
represents to the Crown that this letter is the only document that the Crown will be
a
sked to execute in relation to the Offer and the Crown Commitment.
(k)(Governing Law): This letter will be governed by and construed in accordance with
the laws of New Zealand.
Please sign a copy of this letter where indicated below to confirm the Company’s
agreement to the terms and conditions set out above.
Signed by The Sovereign in right of New Zealand, acting by and through the
Minister of Finance
___________________________
Name: Hon Grant Robertson
A
cknowledged and agreed by Air New Zealand Limited
___________________________
Name: Dame Therese Walsh

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Corporate Action Notice

Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Air New Zealand Limited
Class of Financial Product Ordinary Shares
NZX ticker code AIR
ISIN (If unknown, check on NZX website) NZAIRE0001S2
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan

Renounceable
Rights issue
X
Capital
reconstruction
Non
Renounceable
Rights issue

Call Bonus issue
Record date 05/04/2022
Ex-Date (one business day before the
Record Date)
04/04/2022
Currency NZD
Section 2: Rights issue (delete if not applicable)
Number of Rights to be issued 1,122,810,044 rights
Number of Financial Products to be issued
under the Rights issue
Approximately 2,246 million ordinary shares (subject to
rounding). Total number of ordinary shares to be issued
will be determined by the results of the rights offer and
shortfall bookbuild process which will be announced on or
around 05/05/2022
ISIN of Rights Security (if applicable) NZAIRE0010S3
Minimum entitlement N/A
Oversubscription facility
New shares not taken up by eligible shareholders in the
rights issue or which are attributable to the rights of
ineligible shareholders will be offered through a shortfall
bookbuild process. Eligible shareholders who take up their
rights in full have the opportunity to apply for additional
new shares in the shortfall bookbuild process.
Entitlement ratio (for example 1 for 2) New 2 Existing 1
Treatment of fractions Where fractions arise in the calculation of rights, they will
be rounded down to the nearest right
Subscription price $0.53 per New Share (or A$0.49 per New Share)
Letters of entitlement mailed 6/04/2022
Offer open 6/04/2022
Offer close 2/05/2022
Quotation Date (if applicable) Market for rights trading open on: 04/04/2022

2 of 2
Allotment Date 09/05/2022
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Jennifer Page
Contact person for this announcement Jennifer Page
Contact phone number 027 909 0691
Contact email address jennifer.page@airnz.co.nz
Date of release through MAP 30/03/2022

---

This appendix is available as an online form
Only use this form if the online version is not available +Rule 3.10.3

+ See chapter 19 for defined terms
5 June 2021 Page 1
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are
in an existing class of security, and the event timetable includes rights (or entitlement for non-
renounceable issues), and deferred settlement trading or a representation of such, ASX requires the
issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading.
This code will be different to the existing class. If the securities do not rank equally with the existing
class, the same ISIN code will be used for that security to 3B.continue to be quoted while it does not
rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 2
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
Air New Zealand Limited
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
70 000 312 685
1.3 *ASX issuer code AIZ
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 3
1.4b *Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.
N/A
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
N/A
1.4d *Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
N/A
1.5 *Date of this announcement 30 March 2022
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.

☐ A +bonus issue (complete Parts 2 and 8)
☒ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☐ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☐ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☒ Renounceable
1.6b
*The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 4
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be
issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the +bonus issue can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.

If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
N/A
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.

*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.

*Date for
determination
*Is the date
estimated or
actual?
The ‘date for
determination’ is
the date that
you expect to
know if the
approval is
given or
condition is
satisfied (for
example, the
date of the
security holder
meeting in the
case of security
holder approval
or the date of
the court
hearing in the
case of court
approval).
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the bonus
issue in Appendix 7A of
the listing rules.

Comments
+Security holder
approval
N/A N/A N/A N/A
Court approval
N/A N/A N/A N/A
Lodgement of court
order with +ASIC
N/A N/A N/A N/A
ACCC approval
N/A N/A N/A N/A
FIRB approval
N/A N/A N/A N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 5
Other (please specify
in comment section)
N/A N/A N/A N/A
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1 *Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.
N/A
2B.2 *Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)
N/A
2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
N/A
2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5
*Maximum number of +securities proposed
to be issued (subject to rounding)
N/A
Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).
N/A
2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.
N/A
2C.4 *Record date
Same as Q2C.1 above
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 6
2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.
N/A
2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.
N/A
2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).
N/A
Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
N/A
2D.1a Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.
N/A
2D.2 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).
N/A
2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
N/A
2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.
N/A
2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue
N/A
2D.5
Any other information the entity wishes to
provide about the proposed +bonus issue
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 7
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please
complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B
and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your
response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective
timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the entitlement offer can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the
entitlement offer in
Appendix 7A of the
listing rules.
Comments
+Security holder
approval
N/A N/A N/A N/A
Court approval
N/A N/A N/A N/A
Lodgement of court
order with +ASIC
N/A N/A N/A N/A
ACCC approval
N/A N/A N/A N/A
FIRB approval
N/A N/A N/A N/A
Other (please specify
in comment section)
N/A N/A N/A N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 8
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
AIZ: Fully paid ordinary shares
3B.2 *Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)
AIZ: Fully paid ordinary shares
3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.

2 for 1
3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☒ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3B.5
*Maximum number of +securities proposed
to be issued (subject to rounding)
Approximately 2,246 million ordinary shares
3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 9
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.

New Shares attributable to Unexercised
Rights will be offered under a Shortfall
Bookbuild to Eligible Shareholders who take
up their Rights in full and who apply for
additional New Shares and to Institutional
Investors.
The price at which New Shares will be
issued under the Shortfall Bookbuild is the
Bookbuild Price. The Bookbuild Price will be
equal to or above the Offer Price. There is
no limit to the Bookbuild Price. The
Bookbuild Price will be a New Zealand dollar
amount.
Allocations and any necessary scaling of
applications for New Shares under the
Shortfall Bookbuild will be determined by Air
New Zealand in consultation with the
Underwriters (each acting reasonably).
3B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.

Allocations and any necessary scaling of
applications for New Shares under the
Shortfall Bookbuild will be determined by Air
New Zealand in consultation with the
Underwriters (each acting reasonably). Air
New Zealand reserves the right to determine
who may participate in the Shortfall
Bookbuild and may decline applications or
scale applications for New Shares by any
Eligible Shareholder or Institutional Investor
under the Shortfall Bookbuild in accordance
with the allocation policy set out in the offer
document for the Rights Issue (Offer
Document).
3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

If Existing Shares are held on AIZ’s NZX
branch register, New Zealand dollars.
If Existing Shares are held on AIZ’s ASX
branch register, Australian dollars.
3B.9 *Has the offer price been determined? Yes
3B.9a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3B.9 is
“Yes”.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
If Existing Shares are held on AIZ’s NZX
branch register, NZ$0.53 per New Share
If Existing Shares are held on AIZ’s ASX
branch register, A$0.49 per New Share

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 10
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.
N/A
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)
7.00pm (NZST) / 5.00pm (AEST) on 5 April
2022
3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.
4 April 2022
3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis
4 April 2022
3C.4 *Record date
Same as Q3C.1 above
7.00pm (NZST) / 5.00pm (AEST) on 5 April
2022
3C.5
*Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
noon Sydney time that the offer documents have been
sent or will have been sent by the end of the day.
6 April 2022
3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
5.00pm (NZST) / 3.00pm (AEST) on 2 May
2022
3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
27 April 2022
3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.
26 April 2022
3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends
27 April 2022

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 11
3C.10 [deleted]
3C.11
*+Issue date and last day for entity to
announce results of +pro rata issue
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.
Announcement of results of Offer: 5 May
2022
Issue Date: 9 May 2022
3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.
10 May 2022
3C.13 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).
12 May 2022
Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1
*Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
N/A
3D.2
*Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
N/A
3D.3 *Has the offer ratio been determined? N/A
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
N/A
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 12
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5
*Maximum number of +securities proposed
to be issued (subject to rounding)
N/A
3D.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
N/A
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
N/A
3D.7 *Will a scale back be applied if the offer is
over-subscribed?
N/A
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
N/A
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
N/A
3D.9 *Has the offer price for the institutional offer
been determined?
N/A
3D.9a
*What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.9 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
N/A
3D.9b
*How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 13
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
N/A
3D.9d
*Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q3D.9c is “Yes”.
N/A
3D.10 *Has the offer price for the retail offer been
determined?
N/A
3D.10a
*What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.10 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.

The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
N/A
3D.10b *How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.
N/A
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
N/A
3E.1b *Announcement date of accelerated offer N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 14
3E.2 *Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
N/A
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only
N/A
3E.4 *Rights trading commences
For PAITREO offers only
N/A
3E.5
*Date offer will be made to eligible
institutional +security holders
N/A
3E.6 *Application closing date for institutional
+security holders
N/A
3E.7 Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers
N/A
3E.8 *Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.
N/A
3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A sections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).
N/A
3E.10 Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.
N/A
3E.11 *+Issue date for institutional +security
holders
N/A
3E.12
*Normal trading of new +securities issued
under institutional entitlement offer
N/A
3E.13 *Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by noon Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.
N/A
3E.14 *Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
N/A
3E.15 *Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 15
3E.16 *Rights trading end date
For PAITREO offers only
N/A
3E.17 *Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date
N/A
3E.18 [deleted] N/A
3E.19 Last day to announce results of retail offer,
bookbuild for any shortfall (if applicable)
Note this is the last day to announce results of retail
offer for all offers except JUMBO and ANREO offers.
N/A
3E.20
Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO
N/A
3E.21 *+Issue date for retail +security holders and
last day for entity to announce results of
retail offer
Per Appendix 7A section 4, the issue date should be
no more than 5 business days after the offer closes
date. Per Appendix 7A sections 5 and 6, the issue date
should be no more than 8 business days after the offer
closes date. This is the last day for the entity to issue
the securities taken up in the pro rata issue and lodge
an Appendix 2A with ASX to apply for quotation of the
securities. Deferred settlement trading (if applicable)
will end at market close on this day.
Note, this is the last day for entity to announce results
of retail offer for JUMBO and ANREO offers only.
N/A
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.
N/A
3E.23
*First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).
N/A
Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1 *Will there be a lead manager or broker to
the proposed offer?
Yes
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
UBS New Zealand Limited, Citigroup Global
Markets Limited and Forsyth Barr Limited
3F.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
0.5% of the gross proceeds of the Offer, to
be shared equally amongst the joint lead
managers.

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 16
3F.2 *Is the proposed offer to be underwritten? Yes
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
Citigroup Global Markets Limited and UBS
New Zealand Limited
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
The offer is fully underwritten (excluding the
amount of the commitment by the Crown,
being Her Majesty the Queen in right of New
Zealand, being an commitment to subscribe
for such number of New Shares in the Offer
that ensures a 51.00% holding upon
completion of the Offer (Crown
Participation)).
3F.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
2.00% of the gross proceeds raised under
the Offer (excluding the Crown
Participation).
3F.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
Please refer to paragraph 17.2 of Part 4:
Terms of the Offer in the Offer Document.
3F.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.
No
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A
3F.2e(ii)
*What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 17
3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes.

3F.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
Percentage based.
3F.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
N/A
3F.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.
A stamping fee of 1.0% of application
monies on New Shares allotted will be paid
to NZX Firms and ASX Brokers who submit
a valid claim for a broker stamping fee on
successful Applications, subject to a fee limit
of NZ$350 per Shareholder and an
aggregate fee limit of NZ$650,000 for each
retail broker firm.
3F.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.
This fee will be met by Air New Zealand.
3F.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Under the Crown Participation, the Crown
has committed to subscribe for such number
of New Shares such that it will hold 51.00%
of the Shares on issue upon completion of
the Offer. The Crown will be paid a fee of
0.5% of the value of the New Shares
subscribed for under the Crown Participation
in consideration for entering into and
performing the Crown Participation.

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 18
Part 3G – Proposed entitlement offer – further information
Question
No.
Question Answer
3G.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☒ For additional working capital
☒ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:

3G.2 *Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?
No
3G.2a *Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.
N/A
3G.3
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
3G.3a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.
N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 19
3G.4 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
The offer will only be made to shareholder
as at 7.00pm (NZST) / 5.00pm (AEST) on
the Record Date:
(a) located in/with a registered address
in New Zealand or Australia; or
(b) that is an Institutional Investor
located in/with a registered address
in Canada, Cayman Islands, the
European Union, Hong Kong,
Norway, Singapore, Switzerland,
the United Arab Emirates or the
United Kingdom; or
(c) is any other person to whom Air
New Zealand and the Joint Lead
Managers consider an offer of
Rights or New Shares may be
made without the need for a lodged
prospectus or other formality (other
than a formality with which Air New
Zealand is willing to comply),
and who is not in the United States and is
not acting for the account or benefit of a
person in the United States.
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
Yes
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.
Please see paragraph titled “Custodians” of
Part 4: Terms of the Offer in the Offer
Document.
3G.6 URL on the entity's website where investors
can download information about the
proposed issue
https://airnz.rightsoffer.co.nz
3G.7 Any other information the entity wishes to
provide about the proposed issue
N/A
3G.8 *Will the offer of rights under the rights issue
be made under a disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
No

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 20
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the offer of +securities under the +securities
purchase plan can proceed on an
unconditional basis?

For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval

Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
N/A
4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.

*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
N/A N/A N/A N/A
Court approval
N/A N/A N/A N/A
Lodgement of court
order with +ASIC
N/A N/A N/A N/A
ACCC approval
N/A N/A N/A N/A
FIRB approval
N/A N/A N/A N/A
Other (please specify
in comment section)
N/A N/A N/A N/A
Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1
*Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 21
4B.2 *Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
A +security purchase plan is defined in Chapter 19 of
the Listing Rules as a purchase plan, as defined in
ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/54. The ASIC Corporations
(Share and Interest Purchase Plans) Instrument
2019/54 is relevant for shares or interest that are in a
class which is quoted on the financial market operated
by ASX. Unquoted securities and securities that are not
yet quoted on ASX do not fall within the definition of
+security purchase plan, this has consequences for
Listing Rules 7.2 exception 5 and 10.12 exception 4.
Please ensure that you have received appropriate legal
advice with regards to an offer that includes an offer of
attaching securities.
N/A
4B.2a If the offer includes attaching +securities –
please confirm whether the offer of the
attaching +securities is a separate offer to
the offer pursuant to the +security purchase
plan
N/A
4B.2b
If the offer includes attaching +securities –
please confirm whether the attaching
+securities are being offered under a
+disclosure document or +PDS
N/A
4B.3
*Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
N/A
4B.4 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
N/A
4B.4a
*Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
N/A
4B.5 *Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
N/A
4B.5a
*Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
N/A
4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
N/A
4B.6a *Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 22
4B.7 *Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
N/A
4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
N/A
4B.8 *Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
N/A
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
N/A
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
N/A
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
N/A
4B.11 *Has the offer price been determined? N/A
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
N/A
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
N/A
Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
preferably be made prior to the commencement of
trading on the announcement date but ASX will accept
announcements after this time.
N/A
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
N/A
4C.3 *Date on which offer documents will be
made available to investors
N/A
4C.4 *Offer open date N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 23
4C.5 *Offer closing date N/A
4C.6 [deleted] N/A
4C.7 *+Issue date and last day for entity to
announce results of +security purchase plan
offer
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 5 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before noon Sydney time on this day
N/A
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1 *Does the offer under the +securities
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
 the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
 the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
 the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
N/A
4D.1a
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 24
4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
N/A
4D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
N/A
4D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1 *Will there be a lead manager or broker to
the proposed offer?
N/A
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
N/A
4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
N/A
4E.2 *Is the proposed offer to be underwritten? N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 25
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
N/A
4E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
N/A
4E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
N/A
4E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
N/A
4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
N/A
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A
4E.2e(ii)
*What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
N/A

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Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 26
4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
N/A
4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
N/A
4E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
N/A
4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
N/A
4E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
N/A
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
N/A
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:

4F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 27
4F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
N/A
4F.3 Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
N/A
4F.4 *URL on the entity's website where
investors can download information about
the proposed offer
N/A
4F.5
Any other information the entity wishes to
provide about the proposed offer
N/A

Part 5 – Details of proposed non-pro rata offer under a +disclosure
document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer of +securities under a
+disclosure document or + PDS can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
N/A
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
N/A N/A N/A N/A
Court approval
N/A N/A N/A N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 28
Lodgement of court
order with +ASIC
N/A N/A N/A N/A
ACCC approval
N/A N/A N/A N/A
FIRB approval
N/A N/A N/A N/A
Other (please specify
in comment section)
N/A N/A N/A N/A

Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –
offer details
Question
No.
Question Answer
5B.1 *Class of +securities to be offered under the
+disclosure document or +PDS (please
enter both the ASX security code &
description)
N/A
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
N/A
5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
N/A
5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
N/A
5B.4 *Will the entity be entitled to accept over-
subscriptions?
N/A
5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
N/A
5B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
N/A
5B.5a
*Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 29
5B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
N/A
5B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.
N/A
5B.7 *Will a scale back be applied if the offer is
over-subscribed?
N/A
5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.
N/A
5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
N/A
5B.9 *Has the offer price been determined? N/A
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.
N/A
5B.9b
*How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.
N/A
5B.9c
*Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
N/A
5B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes”.
N/A
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –
timetable
Question
No.
Question Answer
5C.1 *Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.
N/A
5C.2
*Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors
N/A
5C.3 *Offer open date N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 30
5C.4 *Closing date for receipt of acceptances N/A
5C.5 [deleted] N/A
5C.6 *Proposed +issue date N/A
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –
listing rule requirements
Question
No.
Question Answer
5D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
N/A
5D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.
N/A
5D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
N/A
5D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
N/A
5D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 31
5D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A
5D.2
*Is a party referred to in listing rule 10.11
participating in the proposed issue?
N/A
Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees
and expenses
Question
No.
Question Answer
5E.1
*Will there be a lead manager or broker to
the proposed offer?
N/A
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
N/A
5E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
N/A
5E.2 *Is the proposed offer to be underwritten? N/A
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
N/A
5E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.
N/A
5E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.
N/A
5E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 32
5E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
N/A
5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A
5E.2e(ii)
*What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
N/A
5E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
5E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
N/A
5E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.
N/A
5E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.
N/A
5E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.
N/A
5E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.
N/A
5E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 33
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –
further information
Question
No.
Question Answer
5F.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:

5F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
N/A
5F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.
N/A
5F.3
*Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
N/A
5F.4
*URL on the entity’s website where
investors can download the +disclosure
document or +PDS
N/A
5F.5 Any other information the entity wishes to
provide about the proposed offer
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 34
Part 6 – Details of proposed non-pro rata offer to wholesale investors
under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete
Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – conditions
Question
No.
Question Answer
6A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer to wholesale investors
under an information memorandum can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
N/A
6A.1a Conditions
Answer these questions if your response to 6A.1 is “Yes”
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
N/A N/A N/A N/A
Court approval
N/A N/A N/A N/A
Lodgement of court
order with +ASIC
N/A N/A N/A N/A
ACCC approval
N/A N/A N/A N/A
FIRB approval
N/A N/A N/A N/A
Other (please specify
in comment section)
N/A N/A N/A N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 35
Part 6B – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – offer details
Question
No.
Question Answer
6B.1
*Class of +securities to be offered under the
+information memorandum (please enter
both the ASX security code & description)
N/A
6B.2 *The number of +securities to be offered
under the +information memorandum
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
N/A
6B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
N/A
6B.3a
*Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.
N/A
6B.4 *Will the entity be entitled to accept over-
subscriptions?
N/A
6B.4a
*Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.
N/A
6B.5
*Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
N/A
6B.5a
*Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.
N/A
6B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
N/A
6B.6a
*Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.
N/A
6B.7 *Will a scale back be applied if the offer is
over-subscribed?
N/A
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 36
6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
N/A
6B.9 *Has the offer price been determined? N/A
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.
N/A
6B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
N/A
6B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
N/A
6B.9d
*Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes”.
N/A
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – timetable
Question
No.
Question Answer
6C.1
*Expected date of +information
memorandum
N/A
6C.2 *Date when +information memorandum and
acceptance forms will be made available to
investors
N/A
6C.3 *Offer open date N/A
6C.4 *Closing date for receipt of acceptances N/A
6C.5 [deleted] N/A
6C.6 *Proposed +Issue date N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 37
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – listing rule requirements
Question
No.
Question Answer
6D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
N/A
6D.1a
*Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.
N/A
6D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
N/A
6D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
N/A
6D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing
your response to Q6D.1 is “No”.
N/A
6D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A
6D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 38
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – fees and expenses
Question
No.
Question Answer
6E.1
*Will there be a lead manager or broker to
the proposed offer?
N/A
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
N/A
6E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
N/A
6E.2 *Is the proposed offer to be underwritten? N/A
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
N/A
6E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes
N/A
6E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
N/A
6E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
N/A
6E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
N/A
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 39
6E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.
N/A
6E.2e(iii)
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
6E.3
*Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
N/A
6E.3a
* Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
N/A
6E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
N/A
6E.3c
*Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
N/A
6E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.
N/A
6E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 40
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – further information
Question
No.
Question Answer
6F.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:

6F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
N/A
6F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.
N/A
6F.3
*Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
N/A
6F.4
*URL on the entity’s website where
wholesale investors can download the
+information memorandum
N/A
6F.5 Any other information the entity wishes to
provide about the proposed offer
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 41
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the placement or other type of issue can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
N/A
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
N/A N/A N/A N/A
Court approval
N/A N/A N/A N/A
Lodgement of court
order with +ASIC
N/A N/A N/A N/A
ACCC approval
N/A N/A N/A N/A
FIRB approval
N/A N/A N/A N/A
Other (please specify
in comment section)
N/A N/A N/A N/A
Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1 *Class of +securities to be offered under the
placement or other issue (please enter both
the ASX security code & description)
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 42
7B.2 Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
N/A
7B.3
*Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
N/A
7B.3a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
N/A
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
N/A
7B.3c
AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
N/A
7B.3d Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
N/A
7B.3e Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
N/A
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 43
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
N/A
7D.1a
*Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.
N/A
7D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
N/A
7D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
N/A
7D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
N/A
7D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 44
7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
N/A
7D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
N/A
7D.3
*Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
N/A
7D.3a
*Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
N/A
7D.4 *Will any of the +securities to be issued be
subject to +voluntary escrow?
N/A
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
N/A
Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
N/A
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
N/A
7E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
N/A
7E.2 *Is the proposed issue to be underwritten? N/A
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 45
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
N/A
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
N/A
7E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
N/A
7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
N/A
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A
7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
N/A
7E.3c *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 46
Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1
*The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:

7F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
N/A
7F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
N/A
7F.3
Any other information the entity wishes to
provide about the proposed issue
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 47
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☒ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
8A.2 *Any on-sale of the +securities proposed to
be issued within 12 months of their date of
issue will comply with the secondary sale
provisions in sections 707(3) and 1012C(6)
of the Corporations Act by virtue of:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable)”, “An accelerated offer”, “A non-pro rata
offer to wholesale investors under an information
memorandum” or “A placement or other type of issue”
and your response to Q8A.1 is “existing quoted class”
or “new quoted class”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of the securities
proposed to be issued, it gives a warranty that an offer
of the securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or
1012C(6) of the Corporations Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see ASIC
Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your
legal adviser.
☐ The publication of a +disclosure
document or +PDS for the +securities
proposed to be issued
☐ The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
☐ The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities
proposed to be issued that meets the
requirements of section 708A(11) or
1012DA(11)
☒ An applicable ASIC instrument or class
order
☐ Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities were issued.

Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the
entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted
class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities
that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX
Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure
document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 48
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.

Question Answer
8B.1 *ASX security code & description AIZ: Fully paid ordinary shares
8B.1a
ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
NZAIRE0010S3
8B.2a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.

N/A
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.

N/A
8B.2d
*Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.

N/A
8B.2e *Please state the extent to which the
+securities do not rank equally:
 in relation to the next dividend,
distribution or interest payment; or
 for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.

N/A
Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 49
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Wholesale debt securities
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.
N/A
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
N/A
8C.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
N/A
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
N/A
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.
N/A
8C.4d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
N/A
8C.4e *Please state the extent to which the
+securities do not rank equally:
 in relation to the next dividend,
distribution or interest payment; or
 for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 50
8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.

8C.6 *Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
Yes or No
8C.7a
Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.

*Will there be CDIs issued over the
+securities?
Yes or No
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).
X:Y
*Is it a partly paid class of +security? Yes or No
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the previous
question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).
X:Y
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
Yes or No
8C.7b
Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
*+Security currency
This is the currency in which the exercise price is
payable.

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 51
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).

*Expiry date
The date on which the options expire or terminate.

*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.

8C.7c
Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.

*Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the face
value per security in AUD).

*Interest or dividend rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
Note, this and the following questions also refer to
dividend rates and payments, as would be relevant to
preference securities.
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
*Frequency of coupon/interest/dividend
payments per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 52
*First interest/dividend payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments

*Interest/dividend rate per annum
Answer this question if the interest rate type is fixed.
% p.a.
*Is the interest/dividend rate per annum
estimated at this time?
Answer this question if the interest rate type is fixed.
Yes or No
*If the interest/dividend rate per annum is
estimated, then what is the date for this
information to be announced to the market
(if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this time.

*Does the interest/dividend rate include a
reference rate, base rate or market rate
(e.g. BBSW or CPI)?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.

*Does the interest/dividend rate include a
margin above the reference rate, base rate
or market rate?
Answer this question if the interest rate type is floating
or indexed.
Yes or No

*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
% p.a.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*If the margin is estimated, then what is the
date for this information to be announced to
the market (if known)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
Answer “Unknown” if the date is not known at this time.

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 53
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
 “s128F exempt” means interest payments are not
taxable to non-residents;
 “Not s128F exempt” means interest payments are
taxable to non-residents;
 “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable

*Is the +security perpetual (i.e. no maturity
date)?
Yes or No
*Maturity date
Answer this question if the security is not perpetual

*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
Yes or No
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 54
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities are converted,
transformed or exchanged (including, if
applicable, any interest)
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.

8C.7d
Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
CFI
FISN
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.

Total principal amount of class
Face value
This is the offer / issue price or value at which the
security was offered on issue.

Number of +securities
This should be the total principal amount of class
divided by the face value

*Interest rate type
Select the appropriate interest rate type per the terms
of the security.
☐ Fixed rate
☐ Floating rate
☐ Fixed to floating
☐ Floating to fixed

*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.

*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments. The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
%

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 55
*Maturity date
The date on which the security matures.

Class type description

*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
 “s128F exempt” means interest payments are not
taxable to non-residents;
 “Not s128F exempt” means interest payments are
taxable to non-residents;
 “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable

Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21

---

IMMEDIATE – 30 March 2022
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
ASX Limited
Exchange Centre
20 Bridge Street
Sydney
AIR NEW ZEALAND LIMITED
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE
FINANCIAL MARKETS CONDUCT REGULATIONS 2014
1. Air New Zealand Limited (Air New Zealand) announced on 30 March 2022
that it intends to undertake an offer of new ordinary shares in Air New Zealand
by way of a pro-rata 2 for 1 renounceable rights offer to eligible shareholders
(the Rights Offer) followed by a shortfall bookbuild process (the Shortfall
Bookbuild) (the Rights Offer and the Shortfall Bookbuild together, the Offer)
to raise NZ$1.2 billion.
2. The Offer is being made to investors in New Zealand in reliance upon the
exclusion in clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013
(the FMCA) and in Australia pursuant to section 708AA of the Australian
Corporations Act 2001 (Cth) (Corporations Act) as notionally modified by
ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and
ASIC Instrument 22-0225.
3. Air New Zealand will offer ordinary shares under the Offer without disclosure to
investors under Part 6D.2 of the Corporations Act.
4. This notice is provided under clause 20(1)(a) of Schedule 8 to the Financial
Markets Conduct Regulations 2014 (the Regulations) and sections 708A(12J)
(as notionally inserted by ASIC Instrument 22-0225) and 708AA(2)(f) of the
Corporations Act.
5. As at the date of this notice:
(a) Air New Zealand is in compliance with the continuous disclosure obligations
that apply to it in relation to the ordinary shares in Air New Zealand;

(b) Air New Zealand is in compliance with its financial reporting obligations (as
defined in clause 20(5) of Schedule 8 to the Regulations);

(c) Air New Zealand has complied with its obligations under ASX Listing Rule
1.15.2; and

(d) there is no information that is "excluded information" (as defined in clause
20(5) of Schedule 8 to the Regulations) in respect of Air New Zealand.
6. Air New Zealand has received a binding commitment from Her Majesty the
Queen in right of New Zealand (the Crown) to participate in the Offer such that
the Crown will hold 51.00% of the shares on issue immediately following the
Offer (its current holding being 51.91%). Accordingly, the Offer is not expected
to have any material effect or consequence on the "control" (as defined in
clause 48 of Schedule 1 to the FMCA) of Air New Zealand.
END
For further information please contact:
Leila Peters Jennifer Page
GM Corporate Finance General Counsel & Company Secretary
leila.peters@airnz.co.nz jennifer.page@airnz.co.nz
+64 27 297 0244 +64 27 909 0691

---

Renounceable Rights Offer
30 March 2022
Go to airnz.rightsoffer.co.nz
for more information and to apply.
Refuelling for
our recovery
This is an important document. You should read the whole document before
deciding what action to take with your Rights. If you have any doubts as to
what you should do, please consult your broker, financial, investment or other
professional adviser. This Offer Document may not be distributed outside
New Zealand or Australia, except to certain institutional and professional investors
in such other countries and to the extent contemplated in this Offer Document.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

01Renounceable Rights Offer
Contents
Important Information
Chair & CEO’s letter
Part 1: Key Details
Part 2: Key Dates
Part 3: Actions to be taken by Eligible Shareholders
Part 4: Terms of the Offer
Part 5: Glossary
Part 6: Directory
02
06
08
10
12
16
30
33

02Air New Zealand Limited
General information
This Offer Document has been prepared by
Air New Zealand Limited (Air New Zealand) in
connection with a fully underwritten (excluding the
Crown Participation) 2 for 1 pro rata renounceable
rights offer of New Shares, followed by a shortfall
bookbuild process (the Offer).
The Offer is made to Eligible Shareholders in
New Zealand pursuant to the exclusion in clause 19
of schedule 1 of the New Zealand Financial Markets
Conduct Act 2013 (the FMCA) and in reliance
on waivers issued by NZX Regulation in favour
of Air New Zealand dated 30 March 2022 (the
NZX Waivers).
The Offer is made to Eligible Shareholders in
Australia pursuant to the provisions of the Australian
Corporations Act 2001 (Cth) (the Corporations Act)
(as modified by Australian Securities and Investments
Commission (ASIC) Corporations (Non-Traditional
Rights Issues) Instrument 2016/84 (ASIC Instrument
2016/84) and ASIC Instrument 22-0225).
This Offer Document is not a product disclosure
statement or prospectus for the purposes of the FMCA
or the Corporations Act or any other law, has not been
lodged with the FMA or ASIC, and does not contain
all of the information that an investor would find in a
product disclosure statement or prospectus or which
may be required to make an informed decision about
the Offer or Air New Zealand.
Further important information
A presentation titled “Refuelling for our recovery:
Market update and recapitalisation” providing further
important information in relation to Air New Zealand
and the Offer has been published by Air New Zealand
on 30 March 2022 (the Investor Presentation).
A copy of the Investor Presentation and other
important information released on 30 March 2022,
as well as other publicly available information
referred to in this Offer Document, are available
at www.nzx.com and www.asx.com.au under the
ticker code “AIR” and “AIZ”, respectively.
The Investor Presentation includes details of the
rationale for the Offer. It also provides a trading update
and explains in more detail the expected impact of
the Offer, including a non-exhaustive summary of
certain key risks associated with Air New Zealand
and the Offer.
You should read the Investor Presentation in full,
as it contains important information to assist you in
making an investment decision in respect of the Offer.
In particular, you should read and consider Appendix D
of the Investor Presentation (“Key Risks”) before
making an investment decision.
Important
Information

03Renounceable Rights Offer
Additional information available
under Air New Zealand’s continuous
disclosure obligations
Air New Zealand is subject to continuous disclosure
obligations under the NZX Listing Rules which require
it to notify certain material information to NZX. The
ASX Listing Rules also require that Air New Zealand
immediately provides to ASX all the information which
it provides to NZX that is, or is to be, made public.
Market releases by Air New Zealand are available at
www.nzx.com and www.asx.com.au under the ticker
code “AIR” and “AIZ”, respectively.
Air New Zealand recommends that you read its market
releases lodged with the NZX and ASX, including its
market announcements (together with the materials
attached to those announcements) regarding:
• the Offer released on 30 March 2022
(including the Investor Presentation
accompanying the announcement);
• a copy of the Crown Participation released
on 30 March 2022;
• Air New Zealand’s interim report and interim
results presentation for the six months ended 31
December 2021 released on 24 February 2022;
• Air New Zealand’s most recent annual report
and annual results presentation for the year ended
30 June 2021 released on 26 August 2021; and
• Air New Zealand’s monthly investor updates (Op
Stats), including the most recent operating update
for the month ended 31 January 2022 (released
on 24 February 2022) and the month ended 28
February 2022 (released on 25 March 2022.
Air New Zealand may, during the period of the
Offer, make additional releases to NZX and ASX.
Shareholders should monitor Air New Zealand’s
market announcements during the period of the
Offer. To the maximum extent permitted by law, no
release by Air New Zealand to NZX or ASX will permit
an applicant to withdraw any previously submitted
application without Air New Zealand’s prior
written consent.
Market risk
The market price for the Shares may change materially
between the date the Offer opens, the date you apply
for New Shares under the Offer, and the date on which
the Shares are allotted to you. This is particularly the
case given the wide fluctuations and volatility in the
share prices for many listed companies in recent times
due to the continuing impacts of Covid-19 and of other
significant events and conflicts around the world.
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 Air New Zealand.
Accordingly:
• the price paid for New Shares under the Offer may
be higher or lower than the price at which Shares
are trading on the NZX Main Board or ASX at the
time New Shares are issued under the Offer;
• the market price of Shares following allotment may
be higher or lower than the Offer Price; and
• it is possible that up to or after the Allotment Date,
you may be able to buy Shares at a lower price than
the Offer Price.
Any changes in the market price of Shares will not
affect the Offer Price.
If you have any doubts as to what you should do,
please consult your broker, financial, investment
or other professional adviser.
Withdrawal and date changes
Subject to compliance with all applicable laws,
Air New Zealand reserves the right at its absolute
discretion to:
• withdraw all or any part of the Offer (either
generally or in particular cases) (for example,
the Rights Offer could proceed but the Shortfall
Bookbuild could be withdrawn) and the issue of
New Shares under the Offer; and/or
• alter any dates set out in this Offer Document.
Forward looking statements
This Offer Document contains certain forward-
looking statements such as indications of, and
guidance on, future earnings and financial position
and performance. Forward-looking statements
can generally be identified by use of words such as
‘approximate’, ‘project’, ‘foresee’, ‘plan’, ‘target’, ‘seek’,
‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’,
‘may’, ‘should’, ‘will’, “objective”, ‘assume’, ‘guidance’,
‘outlook’ or similar expressions. This also includes
statements regarding the timetable, conduct and
outcome of the Offer and the use of proceeds thereof,
statements about the plans, targets, objectives
and strategies of Air New Zealand, statements
about the future performance of, and outlook for,
Air New Zealand’s business (including its demand
recovery), statements about Air New Zealand’s fleet
plans and passenger numbers, and statements in
respect of Covid-19 and of other significant events
and conflicts around the world and their impact on
Air New Zealand. Any indications of, or guidance
or outlook on, future earnings or financial position
or performance and future distributions are also
forward-looking statements. All such forward-looking
statements involve known and unknown risks,
significant uncertainties, judgements, assumptions,
contingencies, and other factors, many of which
are outside the control of Air New Zealand, which
may cause the actual results or performance of

04Air New Zealand Limited
Air New Zealand to be materially different from any
future results or performance expressed or implied
by such forward-looking statements. Such forward-
looking statements speak only as of the date of
this Offer Document. Except as required by law or
regulation (including the NZX Listing Rules and the
ASX Listing Rules), Air New Zealand undertakes no
obligation to provide any additional information or
update these forward-looking statements for events
or circumstances that occur subsequent to the date of
this Offer Document or to update or keep current any
of the information contained herein. Any estimates,
projections or outlook statements as to events that
may occur in the future (including projections of
revenue, expense, net income and performance) are
based upon the best judgement of Air New Zealand
from the information available as of the date of this
Offer Document. A number of factors could cause
actual results or performance to vary materially from
the estimates, projections or outlook statements.
Investors should consider the forward-looking
statements in this Offer Document in light of those
risks and disclosures.
Investors are strongly cautioned not to place
undue reliance on any forward-looking statements,
particularly in light of the rapidly changing COVID-19
situation, current economic climate and the
significant volatility, uncertainty and disruption
caused in relation to Air New Zealand by the
COVID-19 pandemic, as well as the current conflict
in Ukraine and its impact on global fuel prices.
Offering restrictions
This Offer Document is intended for use only in
connection with the Offer to Eligible Shareholders.
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which,
or to any person to whom, it would not be lawful to
make such an offer, advertisement or invitation.
This Offer Document may not be sent or given to
any person outside New Zealand or Australia in
circumstances in which the Offer or distribution
of this Offer Document would be unlawful. The
distribution of this Offer Document (including an
electronic copy) outside New Zealand and Australia
may be restricted by law. In particular, this Offer
Document may not be distributed to any person, and
the Rights and the New Shares may not be offered or
sold, in any country outside New Zealand or Australia
except to the extent permitted in this Offer Document
or as Air New Zealand may otherwise determine in
compliance with applicable laws.
Neither this Offer Document nor the Acceptance Form
may be released or distributed in the United States.
This Offer Document and the Acceptance Form do
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 Rights and the New 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 may not be offered or sold,
directly or indirectly, in the United States, except
in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act
and the applicable securities laws of any state or other
jurisdiction of the United States.
Further details on the offering restrictions that apply
are set out in Part 4: Terms of the Offer.
Investors should note that while Rights will be
tradeable on the NZX Main Board, the assignment,
transfer and exercise of Rights trading on the NZX
Main Board will be restricted to persons meeting
certain eligibility criteria, as set out in Part 4: Terms
of the Offer. It is the responsibility of purchasers of
Rights (and any broker, nominee or custodian acting
on their behalf) to inform themselves of the eligibility
criteria for exercise. In particular, persons in the
United States and persons acting for the account or
benefit of persons in the United States (to the extent
such persons are acting for the account or benefit of
persons in the United States) will not be eligible to
purchase or trade Rights or to take up New Shares for
the Rights they acquire. If holders of Rights at the end
of the trading period do not meet the eligibility criteria,
they will not be able to exercise the Rights. In the event
that holders are not able to exercise their Rights, they
may receive no value for them. If you come into
possession of this Offer Document, you should
observe any such restrictions. Any failure to comply
with such restrictions may contravene applicable
securities law. Each of Air New Zealand, the
Underwriters and the Joint Lead Managers disclaim
all liability in respect of any such contravention by
any other person.
Decision to participate in the Offer
The information in this Offer Document does not
constitute a recommendation to acquire or invest in
New Shares and is not financial product advice to you
or any other person. This Offer Document has been
prepared without taking into account your investment
objectives, financial or taxation situation or particular
needs or circumstances.

Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Air New Zealand
(including the inherent uncertainties as to the impact
of Covid-19 and of other significant events and
conflicts around the world, and the summary of key
risks in Appendix D of the Investor Presentation
(“Key Risks”)), and consider whether such an
investment is suitable for you having regard to
publicly available information (including the Investor
Presentation and Air New Zealand’s other market
releases lodged with the NZX and ASX), your personal
circumstances and following consultation with a
financial or other professional adviser. Please read
this Offer Document carefully and in full before making
that decision.

05Renounceable Rights Offer
Non-standard designation
Air New Zealand has been designated as a “Non-
Standard” (NS) issuer by NZX. This designation is
due to particular provisions of Air New Zealand’s
constitution, including the rights attaching to the
“Kiwi Share”, and provisions regulating ownership
and transfer of Shares.
NZX waivers
Air New Zealand is making the Offer in reliance on
the NZX Waivers. The effect of the NZX Waivers in
the context of the Offer is to permit:
• Air New Zealand to enter into the Debt
Arrangements; and
• the Ex Date for the Offer to be two Business Days
following the announcement of the Offer.
The NZX Waivers are subject to certain conditions,
as set out in the terms of such waivers (a copy of
which is available at www.nzx.com and www.asx.com.
au under the ticker code “AIR” and “AIZ”, respectively).
The conditions include that the waivers are disclosed
in this Offer Document and in Air New Zealand’s annual
report for the financial year ending 30 June 2022, that
certain certifications are provided by Air New Zealand
directors to NZX Regulation and that the entry into
the Crown Loan Facility is ratified by Shareholders
following the Offer.
No guarantee
No person named in this Offer Document (including
the Crown nor any other person) guarantees the
New Shares to be issued pursuant to the Offer or
warrants the future performance of Air New Zealand
or any return on any investment made pursuant to
this Offer Document.
Disclaimer
The Joint Lead Managers and Underwriters have not
been responsible for the preparation of, and to the
maximum extent permitted by law accept no liability
in connection with, this Offer Document.
Privacy
Any personal information you provide in your
Application will be held by Air New Zealand and/or
the Registrar at the addresses set out in the Directory.
Air New Zealand and/or the Registrar may store your
personal information in electronic format, including
in online storage on a server or servers which may be
located in New Zealand or overseas. The information
will be used for the purposes of administering your
investment in Air New Zealand.
This information will only be disclosed to third parties
with your consent or if otherwise required or permitted
by law. Under the New Zealand Privacy Act 2020 and
the Australian Privacy Act 1988 (Cth), you have the
right to access and correct any personal information
held about you.
Enquiries
Any questions about the Offer can be directed to
an NZX Firm, ASX Broker or your financial or other
professional adviser. If you are an Eligible Shareholder
and have any questions about the number of New
Shares shown on the Acceptance Form or in the
“Acceptance” section of the Offer Website, or how
to complete the Acceptance Form or the electronic
acceptance form on the Offer Website, please contact
the Registrar whose contact details are set out in
Part 6: Directory.
Times, currency and laws
Unless otherwise stated, all references in this
Offer Document to times and dates are to times
and dates in New Zealand, all references to currency
are to New Zealand dollars, and all references to
applicable statutes and regulations are references
to New Zealand statutes and regulations.
Defined terms
Capitalised terms used in this Offer Document have
the meanings given in Part 5: Glossary.
Please contact your broker, an NZX Firm
or an ASX Broker if:
• You are not an Eligible Shareholder and
wish to participate in the Offer (which
may be possible through participating
in the Shortfall Bookbuild).
• You are an Eligible Shareholder holding
your Shares on ASX, and you wish to
sell your Rights (which can only be
done on the NZX Main Board).

06Air New Zealand Limited
Kia ora Air New Zealand shareholder
After two long years of turbulence, Air New Zealand is
taking an important step to refuel for its recovery. We
want to get back to doing what we love – connecting
Kiwis with each other and New Zealand with the world.
So today we are launching a Rights Offer as part of our
recapitalisation plan to help position us to thrive again.
We are pleased to invite eligible shareholders to
participate in a 2 for 1 pro rata renounceable rights
offer (Rights Offer) of new fully paid ordinary shares
in Air New Zealand (New Shares).
Flying through a pandemic
When Covid struck in early 2020 we took decisive
action. Routes were closed, planes parked, and we
reduced the number of Air New Zealand employees by
almost a third. Almost overnight, passenger numbers
halved, and flight demand dropped 95 per cent.
With New Zealand’s support, and Crown loan funding,
we were able to keep the country connected. While
many airlines were grounded, we’ve flown every day,
bringing in vital supplies, flying Kiwis home and keeping
New Zealand produce moving around the world.
We know this journey hasn’t been an easy one for
our shareholders with the suspension of our dividend
payments since 2020 and the decrease in equity
reserves. Our shareholders have been top of mind
as the airline took action to help mitigate the impact
of the pandemic, to maintain our credit rating and
best position the airline to survive, then revive and
finally thrive.
Refuelling for our recovery
The airline continues to be negatively impacted by
the Covid pandemic and will take time to recover.
While there will still be bumpy skies ahead over
the next few years, the moment is right for Air New
Zealand to recapitalise its balance sheet and repay
loans it received from the Crown. We need to refuel
for our recovery so we can connect New Zealand
to the world and help drive New Zealand’s broader
recovery from Covid.
With travel restrictions starting to ease, Air New
Zealand is preparing to return to key international
destinations, welcome visitors back to New Zealand
and launch a new service to New York.
Chair & CEO’s letter

07Renounceable Rights Offer
We encourage you to read this Offer Document
and the Investor Presentation carefully, ensure your
contact information is up to date, and importantly,
seek independent financial advice where further
support is required.
Air New Zealand is committed to rebuilding a stronger,
more nimble airline that delivers for all New Zealanders.
Our shareholders have been an important part of
Air New Zealand’s proud history. We’re confident
that we can emerge from this crisis better than ever,
and we’ll do this together.
We invite you to take part in this next step of our journey.
Ehara taku toa i te toa takitahi, engari he toa takitini.

Ngā mihi
Dame Therese Walsh
Chair
We’re focused on growing our domestic network,
offering Kiwis even more connectivity when and
where they want to fly.
We’re optimising our international routes and
streamlining our fleet to more efficient and sustainable
aircraft. And we’re developing more benefits for our
millions of Airpoints members.
As the majority shareholder, the Crown will participate
in the Rights Offer such that it will hold a 51%
shareholding in the airline upon completion. It’s great
to have the Government’s continued backing by way
of this commitment to invest.
The Rights Offer is open to eligible shareholders in
New Zealand, Australia and a limited number of other
jurisdictions. Information about the Rights Offer, including
on the eligibility criteria and how to participate, is set out
in this Offer Document. This Offer Document should be
read together with the Investor Presentation which is
available to eligible shareholders via our offer website:
https://airnz.rightsoffer.co.nz. These documents contain
important information about Air New Zealand and risks
associated with an investment in Air New Zealand.
Greg Foran
CEO

08Air New Zealand Limited
IssuerAir New Zealand Limited
The Offer A pro-rata renounceable rights offer of 2 New Shares for every 1 Existing Share held on the
Record Date (the Rights Offer).
New Shares:
• not taken up by Eligible Shareholders; or
• which are attributable to the rights of Ineligible Shareholders,
will be offered through a Shortfall Bookbuild run by the Underwriters.
Any Premium achieved above the Offer Price for New Shares in the Shortfall Bookbuild will
be paid (with no brokerage costs deducted) on a pro rata basis to those Shareholders who
did not take up their Rights or who were ineligible to do so.
Opening Date
for the Offer
6 April 2022.
RightsEligible Shareholders have a right to subscribe for 2 New Shares for every 1 Existing Share
held as at 7.00pm (NZST) / 5.00pm (AEST) on the Record Date at the Offer Price.
Eligible Shareholders may take up all or some or none of their Rights. Rights will be
quoted on the NZX Main Board so Eligible Shareholders may sell all or some of their
Rights on the NZX Main Board between 4 April 2022 and 26 April 2022.
Eligible Shareholders do not pay for the Rights themselves. Eligible Shareholders will pay
only for the New Shares issued to them if they choose to take up all or some of their Rights.
The Offer is a pro rata offer. If you take up all of your Rights your percentage holding in
Air New Zealand will not reduce. However, if you do not take up all of your Rights, or you
are an Ineligible Shareholder, your percentage holding in Air New Zealand will reduce
following completion of the Offer.
Your Rights may have value. If you do nothing, your Rights will lapse and you will not be
able to subscribe for any New Shares and may not realise any value for your Rights in the
Shortfall Bookbuild.
Exercising Rights
purchased on the NZX
Rights purchased on the NZX may only be exercised by purchasers that meet eligibility
requirements. In particular, rights may not be exercised by purchasers that are in the
United States or who are acting for the account or benefit of persons in the United
States (to the extent such persons are acting for the account or benefit of persons in the
United States). Potential purchasers of Rights should familiarise themselves with the
requirements for exercise, which are set out in this Offer Document.
Offer Price NZ$ 0.53 (or A$0.49, being the A$ Price) per New Share.
Shortfall BookbuildEligible Shareholders who take up their Rights in full have the opportunity to apply
for Additional New Shares in the Shortfall Bookbuild process, which will also involve
Institutional Investors.
Any Additional New Shares applied for under the Shortfall Bookbuild will be issued
at the Bookbuild Price. The Bookbuild Price will be equal to or above the Offer Price.
There is no limit to the Bookbuild Price.
Eligible Shareholders may also participate in the Shortfall Bookbuild through NZX Firms
who have been invited to participate in the Shortfall Bookbuild.
Part 1:
Key Details

09Renounceable Rights Offer
Crown ParticipationThe Crown has committed to subscribe for such number of New Shares so that it will
hold 51.00% of the Shares on issue upon completion of the Offer (the Crown Participation).
The Crown’s holding in Air New Zealand will reduce from 51.91% to 51.00% as a result of
the Offer.
The Crown will not participate in the Shortfall Bookbuild.
Existing Shares
currently on issue
1,122,810,044 Existing Shares (excluding Shares held in Treasury).
Approximate number
of New Shares being
offered
2,246 million New Shares.
Offer size The amount to be raised under the Offer is NZ$1.2 billion.
New SharesThe same class as (and ranking equally with) Existing Shares.
Eligible ShareholdersA Shareholder who, as at 7.00pm (NZST) / 5.00pm (AEST) on the Record Date:
(a) located in/has a registered address in New Zealand or Australia; or
(b) is a Shareholder that is an Institutional Investor located in/with a registered address
in Canada, Cayman Islands, the European Union, Hong Kong, Norway, Singapore,
Switzerland, the United Arab Emirates or the United Kingdom; or
(c) is any other person to whom Air New Zealand and the Joint Lead Managers consider an
offer of Rights or New Shares may be made without the need for a lodged prospectus or
other formality (other than a formality with which Air New Zealand is willing to comply),
provided that such Shareholder is not in the United States and is not acting for the account
or benefit of a person in the United States.
Certain institutional Shareholders in the United States may be invited to participate in the
U.S. Private Placement to be conducted concurrently with the Offer, and will be contacted
directly by Air New Zealand with the relevant offer documentation in relation thereto.
When to applyThe Offer opens on 6 April 2022.
Applications may be made from 6 April 2022 and must be received by 5.00pm (NZST) /
3.00pm (AEST) on the Closing Date (2 May 2022, unless extended).
How to apply Applications must be made (together with payment) either using the online application
form at https://airnz.rightsoffer.co.nz or by returning the Acceptance Form and following
the payment instructions set out on that form.
If you are a Custodian, please see paragraph 14.1 of Part 4: Terms of the Offer. If you hold
your Shares through a Custodian, please provide your Custodian with your instructions so
that they may apply on your behalf in accordance with paragraph 14.1 of Part 4: Terms of
the Offer.
If a postal application is made, please send this in time for it to be received by the Registrar
on behalf of Air New Zealand before 5.00pm (NZST) / 3.00pm (AEST) on the Closing Date.
If, before the Closing Date, Air New Zealand receives both an Acceptance Form and
a renunciation in respect of the same Rights, Air New Zealand will give priority to the
renunciation and the Acceptance Form will not be accepted in respect of those Rights.
UnderwritingThe Offer is underwritten (excluding the amount of the Crown Participation) by the
Underwriters in accordance with the terms of the Underwriting Agreement.

10Air New Zealand Limited
DateEvent
30 March 2022Announcement of the Offer
4 April 2022Rights trading opensRights trading commences on the NZX Main Board.
7.00pm (NZST) /
5.00pm (AEST)
on 5 April 2022
Record DateThe date for determining entitlements of
Eligible Shareholders.
6 April 2022Opening Date for the OfferOffer Document and Acceptance Forms despatched
to Eligible Shareholders.
Rights Offer opens.
26 April 2022Rights trading closesRights trading ceases on the NZX Main Board at the
close of trading.
2 May 2022Closing Date for the OfferRights Offer closes. Applications (with payment) must
be received by 5.00pm (NZST) / 3.00pm (AEST).
After close on
NZX and ASX on
3 May 2022 and
on 4 May 2022
Shortfall Bookbuild
5 May 2022Announcement of results
of the Offer
Announcement of results of the Offer on NZX and ASX.
6 May 2022Settlement on ASX
9 May 2022Settlement on NZXExpected date for allotment of New Shares on both the
NZX Main Board and ASX.
Allotment and
Quotation Date
New Shares are expected to commence trading on the
NZX Main Board and ASX.
Despatch DateMailing of security transaction statements to
participating Eligible Shareholders.
By 16 May 2022 Premium Payment DatePayment of any Premium achieved in the Shortfall
Bookbuild to holders of any Unexercised Rights.
Latest Refund Date
(if required)
Refunds from scaling (if required) of any extra
application monies received for Additional New Shares
in the Shortfall Bookbuild will be processed within five
Business Days following the Allotment Date.
Part 2:
Key Dates
1
Shareholders are encouraged to apply via the online
application process or submit their personalised
Acceptance Forms as soon as possible after the
Opening Date. No cooling-off rights apply to
applications submitted under the Offer.
1
These dates are subject to change and are indicative only. Air New Zealand reserves the right to alter the timetable, subject to applicable laws and the NZX Listing Rules
and the ASX Listing Rules. Air New Zealand reserves the right to withdraw the Offer at any time prior to the issue of the New Shares at its absolute discretion.

11Renounceable Rights Offer

12Air New Zealand Limited
A.
Available actions in respect of
your Rights
If you are an Eligible Shareholder, you may take the
following actions:
• take up all or some of your Rights; or
• take up all of your Rights and apply for Additional
New Shares in the Shortfall Bookbuild; or
• sell all or some of your Rights on the NZX Main
Board; or
• take up some of your Rights, and sell all or some of
the remaining balance on the NZX Main Board; or
• do nothing with all or some of your Rights.
If you are not an NZX Shareholder and you wish to
trade your Rights on the NZX Main Board, please
contact your broker, an NZX Firm or an ASX Broker.
The Rights Offer is a pro rata offer to Eligible
Shareholders. If you take up all of your Rights, your
percentage holding in Air New Zealand will not reduce.
If you are an Eligible Shareholder and you do not take
up any of your Rights or acquire any New Shares
in the Shortfall Bookbuild, or you are an Ineligible
Shareholder, your shareholding in Air New Zealand
will be diluted by 67% as a result of the Offer.
Take up all or some of your Rights
If you are an Eligible Shareholder and wish to take up
all or some of your Rights, you can:
• apply online in accordance with the instructions
for online applications below; or
• apply by returning the Acceptance Form and
following the payment instructions set out on
that form.
If you are a Custodian (or you hold your Shares through
a Custodian), please see paragraph 14.1 of Part 4:
Terms of the Offer.
Participate in the Shortfall Bookbuild
There are two ways in which Eligible Shareholders
can apply to participate in the Shortfall Bookbuild.
Eligible Shareholders wishing to participate in the
Shortfall Bookbuild can do so via one or both of these
methods.
(1) Method 1: Participation through applying for
Additional New Shares through the Acceptance
Form or online application process on the
Offer Website

Eligible Shareholders who take up their Rights in full
have the opportunity to apply for Additional New
Shares which are attributable to any Unexercised
Rights in the Shortfall Bookbuild process. To
participate in the Shortfall Bookbuild you must:
(a) take up your Rights in full (Part A of the Acceptance Form
or as directed via the online application process); and
(b) apply for a dollar amount of New Shares under the
Shortfall Bookbuild (Part B of the Acceptance Form,
or as directed via the online application process).
If you do not take up your Rights in full, your Application
for any Additional New Shares will be disregarded.
(2) Method 2: Participation in the Shortfall
Bookbuild via a broker
Eligible Shareholders may also participate in the
Shortfall Bookbuild through NZX Firms who have been
invited to participate in the Shortfall Bookbuild.
Part 3:
Actions to be taken by
Eligible Shareholders

13Renounceable Rights Offer
Price of the New Shares issued under
the Shortfall Bookbuild
Any New Shares applied for under the Shortfall
Bookbuild will be issued at the Bookbuild Price (which
is to be determined as described in Part 4: Terms of
the Offer of this Offer Document). The Bookbuild Price
will be equal to or above the Offer Price. There is no
limit to the Bookbuild Price. It is possible that up to
or after the Allotment Date, you may be able to buy
Shares at a lower price than the Bookbuild Price.

Allocation and scaling in the Shortfall Bookbuild
The number of New Shares you will receive under the
Shortfall Bookbuild will depend on the allocation made
to you and the Bookbuild Price.
Allocations and any necessary scaling of applications
for New Shares under the Shortfall Bookbuild will be
determined by Air New Zealand in consultation with
Summary overview of Method 1 and Method 2
Method 1 – oversubscriptionMethod 2 – via a broker
How to apply? Apply for Additional Shares
as part of your Application
Contact your NZX Firm or ASX Broker
If you do not have an existing broker
relationship, a list of NZX Firms is
available at the following link:
www.nzx.com/services/market-
participants/find-a-participant
EligibilityEligible Shareholders who
take up their Rights in full
Eligible Shareholders and other eligible
investors who have a relationship with a
NZX Firm or ASX Broker
Price per
New Shares
Bookbuild PriceBookbuild Price
Application
amount
Application for a NZ$ or AU$
amount at the Bookbuild Price
Application for a NZ$ or AU$ amount
at specific bid prices in the Shortfall
Bookbuild (subject to the arrangements
of the relevant NZX Firm or ASX Broker)
This may mean that no allocation is
received if the Bookbuild Price is higher
than the highest price at which an
application was made
Allocation and
scaling
See paragraphs 13.14 to 13.19 of
Part 4: Terms of the Offer
See paragraphs 13.14 to 13.19 of
Part 4: Terms of the Offer
the Underwriters (each acting reasonably). For further
details, please see paragraphs 13.14 to 13.19 of Part 4:
Terms of the Offer.
If applications for Additional New Shares under the
Shortfall Bookbuild are scaled, you may not receive
Additional New Shares in respect of any or all of your
application monies, in which case excess application
monies will be refunded (subject to a minimum refund
amount of $5.00).
If the demand for New Shares offered under the
Shortfall Bookbuild process is insufficient to achieve a
price equal to or above the Offer Price in respect of all
of the New Shares offered in the Shortfall Bookbuild,
the Underwriters will subscribe for any remaining
New Shares at the Offer Price (subject to the terms
of the Underwriting Agreement). In this case, all valid
applications by Eligible Shareholders for Additional
New Shares in the Shortfall Bookbuild would be
allocated in full at the Offer Price (subject to rounding
and the terms of this Offer Document).

14Air New Zealand Limited
Sell your Rights
The Rights are renounceable. This enables Eligible
Shareholders who do not wish to take up all or some
of their entitlement to sell those Rights they have not
taken up.
If you wish to sell all or some of your Rights, this can be
effected on the NZX Main Board by instructing an NZX
Firm to sell all or some of your Rights. You will need
to provide your Authorisation Code (FIN) and your
Common Shareholder Number (CSN) to the NZX Firm
who you are instructing to sell your Rights. You may be
required to pay brokerage in respect of that sale. If you
are not an NZX Shareholder and you wish to sell your
Rights on the NZX Main Board, please contact your
broker, an NZX Firm or an ASX Broker. Rights will not
be quoted on ASX and cannot be traded on ASX.
Trading of Rights will commence on the NZX Main
Board under the code AIRRG on 4 April 2022 and
will end at the close of trading on 26 April 2022.
Your Rights may be sold on the NZX Main Board
between these dates.
Do nothing
If you do nothing, your Rights will lapse. You will not
be able to subscribe for any New Shares and your
holdings will be diluted by the issue of New Shares
under the Offer.
If you choose not to take up any of your Rights, any
New Shares attributable to your Unexercised Rights
will be offered as part of the Shortfall Bookbuild. You
may still receive value for your Unexercised Rights if
a Premium is realised under the Shortfall Bookbuild.
There is no guarantee that a Premium will be realised.
B.
Applying for New Shares
Applications may be made by Eligible Shareholders
online at https://airnz.rightsoffer.co.nz from 6 April
2022 without the need to complete a physical
Acceptance Form. To apply online, you will be required
to enter your CSN/Holder number (or HIN or SRN
if you are an ASX Shareholder) which you hold your
Shares under.
Alternatively, Eligible Shareholders may also deliver
a completed Acceptance Form (either by email, mail
or delivery) to the Registrar together with payment.
Applications must be received by 5.00pm (NZST) /
3.00pm (AEST) on the Closing Date (2 May 2022,
unless extended).
If you are a Custodian (or you hold your Shares through
a Custodian), please see paragraph 14.1 of Part 4:
Terms of the Offer.
Payment
If you are an NZX Shareholder, you must:
• elect to apply using New Zealand dollars at the
NZ$ Offer Price; and
• pay for your New Shares by way of direct debit.
If you are an ASX Shareholder, you must:
• elect to apply using Australian dollars at the
A$ price; and
• pay for your New Shares by way of BPAY®.
If you are a Custodian (or you hold your Shares through
a Custodian), please see paragraph 14.1 of Part 4:
Terms of the Offer.
Cheques will not be accepted. Payment must be
made for both your Rights and the dollar amount of
Additional New Shares that you are applying for under
the Shortfall Bookbuild (if any).
If any scaling is applied to the application for
Additional New Shares in the Shortfall Bookbuild,
a refund of any extra application monies will be
processed within five Business Days of the Allotment
Date. Refunds will not be paid for any difference
arising solely due to rounding or where the aggregate
amount of the refund payable to you is less than $5.00.
More detail on payment options is included in the
Acceptance Form.
C.
Further information
Enquiries about the Offer can be directed to the
Air New Zealand Investor Information Line on
0800 800 899 (toll free within New Zealand) or
+64 9 375 5998 from 8.30am to 5.00pm (NZST)
Monday to Friday (excluding public holidays),
or a broker or financial, investment or other
professional adviser.
If you have any questions about the number of
New Shares shown in the “Acceptance” section
of the Offer Website or on your Acceptance Form,
or how to complete an online application or your
Acceptance Form, please contact the Registrar.
Contact details for the Registrar are set out in
Part 6: Directory.

15Renounceable Rights Offer

16Air New Zealand Limited
1. The Offer
1.1 The Offer is an offer of New Shares to Eligible
Shareholders under a pro rata renounceable
Rights Offer, followed by a Shortfall Bookbuild.
Under the Rights Offer, Eligible Shareholders
have a renounceable right to subscribe for 2
New Shares for every 1 Existing Share held at
7.00pm (NZST) / 5.00pm (AEST) on the Record
Date at the Offer Price. The number of Rights to
which an Eligible Shareholder is entitled to be
issued will, in the case of fractions, be rounded
down to the nearest whole number.
1.2 The Rights will be quoted on the NZX Main
Board. Eligible Shareholders may take up
all or some or none of their Rights. Eligible
Shareholders may also sell all or some of
their Rights on the NZX Main Board between
4 April 2022 and 26 April 2022. Rights will
not be quoted on ASX and cannot be traded
on ASX. Further details are set out under
“Rights trading” below.
1.3 The Rights Offer is a pro rata offer to Eligible
Shareholders. Eligible Shareholders who
take up their Rights in full will not have their
percentage shareholding in Air New Zealand
reduced as a result of the Offer, whereas Eligible
Shareholders who do not take up their Rights
in full and Ineligible Shareholders will have their
percentage shareholding in Air New Zealand
diluted as a result of the Offer.
1.4 Eligible Shareholders who take up their Rights
in full may also apply for Additional New Shares
under the Shortfall Bookbuild. Further details are
set out under “Shortfall Bookbuild” below.
1.5 Certain institutional Shareholders in the United
States may be invited to participate in the U.S.
Private Placement to be conducted concurrently
with the Offer, and will be contacted directly
by Air New Zealand with the relevant offer
documentation in relation thereto.
2. Offer size
2.1 The approximate number of New Shares being
offered under the Offer is 2,246 million
New Shares.
2.2 Air New Zealand expects to raise a total of
NZ$1.2 billion (before costs) through the
Offer, which is fully underwritten (excluding
the amount of the Crown Participation) by the
Underwriters.
2.3 There is no minimum amount that must be
raised for the Offer to proceed.
3. Offer Price
3.1 The Offer Price is NZ$0.53 (or the A$ Price)
per New Share and must be paid in full
on application.
3.2 The A$ Price is A$0.49 per New Share.
The A$ Price has been set by Air New Zealand
taking into account the A$:NZ$ exchange
rate published by the Reserve Bank of
New Zealand on its website at 3.00pm (NZDT)
on 30 March 2022.
3.3 Payment of the Offer Price must be made in
accordance with the online application process
or in accordance with the instructions set out
in the Acceptance Form. If you are an NZX
Shareholder, you must elect to apply using New
Zealand dollars at the NZ$ Offer Price. If you are
an ASX Shareholder, you must elect to apply
using Australian dollars at the A$ price.
3.4 Application monies received will be held in
a trust account with the Registrar until the
corresponding New Shares are allotted or the
application monies are refunded. Interest earned
on the application monies will be for the benefit,
and remain the property, of Air New Zealand and
will be retained by Air New Zealand whether or
not the issue of New Shares takes place.
Part 4:
Terms of the Offer

17Renounceable Rights Offer
3.5 Any refund of application monies will be made
without interest and within five Business Days
following the Allotment Date or the date that
the decision not to proceed with the Offer is
made (as the case may be). Refunds will not
be paid for any difference arising solely due to
rounding or where the aggregate amount of the
refund payable to the relevant Shareholder is
less than NZ$5.00.
4. Decision to participate
4.1 The information in this Offer Document does
not constitute a recommendation to invest in
New Shares and is not financial product advice.
This Offer Document has been prepared without
taking into account the investment objectives,
financial or taxation situation or particular needs
or circumstances of any applicant.
4.2 Before deciding whether to invest in New Shares,
you must make your own assessment of the
risks associated with an investment in Air New
Zealand (including the inherent uncertainties as
to the impact of Covid-19 and of other significant
events and conflicts around the world, and
the summary of key risks in Appendix D of
the Investor Presentation (“Key Risks”)), and
consider whether such an investment is suitable
for you having regard to publicly available
information (including the market releases
lodged by Air New Zealand with the NZX and
ASX, including the Investor Presentation and
the publicly available information referred
to in the Important Information in this Offer
Document), your personal circumstances and
following consultation with a financial or other
professional adviser. You can also access
information, including the Investor Presentation
and announcements regarding the Offer at
www.nzx.co.nz and www.asx.com.au.
5. Withdrawal and late Applications
5.1 Subject to compliance with all applicable laws,
Air New Zealand reserves the right to withdraw
the Offer (or any of the Rights Offer or the
Shortfall Bookbuild and irrespective of whether
or not both of them are withdrawn), either
generally or in particular cases, at any time
at its absolute discretion.
5.2 Air New Zealand may accept late Applications
and application monies, either generally or in
particular cases, but has no obligation to do
so. Air New Zealand may accept or reject (at its
discretion) any Application which it considers to
have been completed incorrectly or correct any
errors or omissions on any Application.
5.3 If any Application is not accepted, all applicable
application monies will be refunded without
interest to the relevant Shareholder. Refunds will
not be paid where the aggregate amount of the
refund payable to relevant Shareholder is less
than NZ$5.00.
5.4 Once submitted, and subject to all applicable
law, an Application may not be withdrawn
without Air New Zealand’s prior written consent.
6. Purpose of the Offer
6.1 Air New Zealand intends that the proceeds
raised from the Offer will be applied to repay
the existing Crown loan, strengthen its balance
sheet, improve liquidity and help position itself
for recovery, as set out in further detail in the
Investor Presentation.
7. Effect of the Offer
7.1 The Offer is not expected to have a material
impact on the control of Air New Zealand.
Specifically, Air New Zealand does not expect
any shareholder (other than the Crown) to hold
more than 20% of the Shares after completion of
the Offer.
8. Crown Participation
8.1 Under the Crown Participation, the Crown has
committed to subscribe for such number of New
Shares such that it will hold 51.00% of the Shares
on issue upon completion of the Offer. The
Crown will be paid a fee of 0.5% of the value of
the New Shares subscribed for under the Crown
Participation in consideration for entering into
and performing the Crown Participation. The
Crown’s holding in Air New Zealand will reduce
from 51.91% to 51.00% as a result of the Offer.
9. New Shares
9.1 New Shares issued under the Offer will rank
equally with, and have the same voting rights,
dividend rights and other entitlements as
Existing Shares in Air New Zealand quoted on
the NZX Main Board and ASX.
9.2 Air New Zealand’s dividend policy can be
found at www.airnewzealand.co.nz/dividend-
history. Dividends are currently suspended.
The payment of dividends is dependent on Air
New Zealand’s financial performance (including
medium-term financial outlook for earnings,
gearing targets and capital expenditure levels)
and the board of directors considering all
relevant factors.
9.3 Applicants for New Shares will be bound by Air
New Zealand’s constitution and the terms of the
Offer set out in this Offer Document.

18Air New Zealand Limited
10. Quotation
10.1 It is a term of the Offer that Air New Zealand will
take any necessary steps to ensure that the New
Shares are, immediately after issue, quoted on
the NZX Main Board and ASX.
10.2 The New Shares will be quoted on the NZX Main
Board, and an application will be made by Air
New Zealand for the New Shares to be issued
under the Offer to be quoted on ASX. The NZX
Main Board is a registered market operated
by NZX (which is a licensed market operator
regulated by the FMCA). However, neither NZX
nor ASX accepts any responsibility for any
statement in this Offer Document. The fact that
ASX may approve the New Shares for quotation
is not to be taken in any way as an indication of
the merits of Air New Zealand.
10.3 You cannot trade in any New Shares issued to
you pursuant to this Offer, either as principal
or agent, until quotation of the New Shares on
the NZX Main Board and the ASX (as relevant)
in accordance with the Listing Rules and ASX
Listing Rules. Air New Zealand expects that the
New Shares will commence trading on the NZX
Main Board and the ASX on the Allotment Date.
11. Rights trading
11.1 Application has been made for permission to
quote the Rights on the NZX Main Board and
all NZX requirements have been duly complied
with. However, NZX accepts no responsibility for
any statement in this Offer Document.
11.2 Eligible Shareholders may sell all or some of
their Rights on the NZX Main Board between
4 April 2022 and 26 April 2022. If you are not
an NZX Shareholder and you wish to trade your
Rights on the NZX Main Board, please contact
your broker, an NZX Firm or an ASX Broker.
11.3 Investors who acquire Rights on the NZX Main
Board or otherwise will, by acquiring those
Rights, and applying to take up all or part of
those Rights, be deemed to agree to make and
be subject to the representations, declarations,
warranties and agreements in the Acceptance
Form and in paragraph 20 of Part 4 of this
Offer Document (“Significance of sending in
an Application / declarations, representations,
warranties and agreements”).
11.4 The right to make an Application for Additional
New Shares under the Shortfall Bookbuild is
available to Eligible Shareholders who take up
their Rights in full only. Investors who acquire
Rights on the NZX Main Board and are not
Eligible Shareholders on the Record Date are not
entitled to make an Application for Additional
New Shares under the Shortfall Bookbuild
(but may be able to participate in the Shortfall
Bookbuild through NZX Firms who have been
invited to participate in the Shortfall Bookbuild).
11.5 Investors should note that if they purchase
Rights in a transaction on the NZX Main Board or
otherwise, in order to take up or exercise those
Rights and subscribe for New Shares they:
• must be:
• located in/with a registered address in
New Zealand or Australia (including,
for the avoidance of doubt, Eligible
Shareholders); or
• an Institutional Investor located in/with
a registered address in Canada, Cayman
Islands, the European Union, Hong
Kong, Norway, Singapore, Switzerland,
the United Arab Emirates or the United
Kingdom; or
• any other person to whom Air New
Zealand and the Joint Lead Managers
consider an offer of Rights or New Shares
may be made without the need for a
lodged prospectus or other formality
(other than a formality with which Air New
Zealand is willing to comply); and
• must not be in the United States or acting
for the account or benefit of a person in the
United States in respect of the purchase or
exercise of such Rights and the subscription
for New Shares. The Rights may not be
purchased, traded, taken up or exercised by
any person in the United States or by any
person acting for the account or benefit of
a person in the United States (to the extent
such persons are acting for the account or
benefit of persons in the United States).
11.6 If an investor does not satisfy the above
conditions, they will not be entitled to take
up Rights or subscribe for New Shares. It is
the responsibility of purchasers of Rights to
inform themselves of the eligibility criteria to
exercise the Rights. If holders of Rights after the
end of the Rights trading period do not meet
the eligibility criteria, they will not be able to
exercise the Rights. In the event that holders are
not able to take up their Rights, those Rights will
be sold into the Shortfall Bookbuild and holders
may receive no value for them.
12. Security transaction statements
12.1 Security transaction statements for New Shares
allotted under the Offer will be issued and mailed
as soon as practicable after the Allotment Date.
Applicants under the Offer should ascertain
their allocation before trading in the New
Shares. Applicants can do so by contacting the
Registrar, whose contact details are set out in
Part 6: Directory.

19Renounceable Rights Offer
12.2 Shareholders selling New Shares prior to
receiving a security transaction statement do
so at their own risk. None of Air New Zealand,
the Underwriters or Joint Lead Managers or
their respective affiliates, the Registrar nor
any of their respective directors, officers,
employees, agents or advisers accepts any
liability or responsibility should any person
attempt to sell or otherwise deal with New
Shares before the security transaction
statement showing the number of New Shares
allotted to the applicant is received by the
applicant for those New Shares.
13. Shortfall Bookbuild
13.1 New Shares attributable to Unexercised Rights
will be offered under the Shortfall Bookbuild to
Eligible Shareholders who take up their Rights in
full and who apply for Additional New Shares and
to Institutional Investors.
13.2 The Underwriters will manage the Shortfall
Bookbuild on behalf of Air New Zealand.
The Shortfall Bookbuild is expected to be
completed on 4 May 2022.
13.3 Air New Zealand reserves the right to determine
who may participate in the Shortfall Bookbuild
and may decline or scale applications for
New Shares by any Eligible Shareholder or
Institutional Investor under the Shortfall
Bookbuild.
Shortfall Bookbuild application process
13.4 Eligible Shareholders that take up their Rights in
full can apply for Additional New Shares by:
• in the case of NZX Shareholders, specifying
a NZ$ amount of New Shares that they wish
to apply for on Part B of the New Zealand
Acceptance Form;
• in the case of ASX Shareholders, specifying
a A$ amount of New Shares on Part B of the
Australian Acceptance Form;
• as directed via the online acceptance at
https://airnz.rightsoffer.co.nz; or
• in the case of Custodians, please see
paragraph 14.1 of Part 4: Terms of the Offer.
13.5 Institutional Investors participating in the
Shortfall Bookbuild will bid for New Shares
attributable to Unexercised Rights. The
minimum bid that may be submitted for a New
Share under the Shortfall Bookbuild is the Offer
Price of $0.53 per New Share and this amount is
payable to Air New Zealand.
13.6 If you are an Institutional Investor, you may
participate in the Shortfall Bookbuild by
contacting the Underwriters who will provide
details as to the process to be undertaken in
relation to the Shortfall Bookbuild.
Bookbuild Price
13.7 The price at which New Shares will be issued
under the Shortfall Bookbuild is the Bookbuild
Price. There is no limit to the Bookbuild Price.
The Bookbuild Price will be a New Zealand
dollar amount.
13.8 The Bookbuild Price will be determined by
Air New Zealand in consultation with the
Underwriters (each acting reasonably) and
will be equal to or above the Offer Price. The
Bookbuild Price will be set in a manner that
remains consistent with the objective of
maximising the value of Unexercised Rights.
However, it is possible, in a limited set of
circumstances, that Air New Zealand (in
consultation with the Underwriters) may elect
to set the Bookbuild Price at a level which is less
than the highest price available and furthermore
there is no guarantee that the Bookbuild Price
will exceed the Offer Price.
13.9 The proceeds from each New Share issued
under the Shortfall Bookbuild (if any) will be
paid by the Registrar as follows:
• the Offer Price of $0.53 will be paid to
Air New Zealand; and
• any Premium achieved will be paid (net of
any amounts required to be withheld) to the
holders of Unexercised Rights (including
Ineligible Shareholders) in proportion to their
holdings of Unexercised Rights. Ineligible
Shareholders will be deemed to hold the
number of Rights they would have received
if they were Eligible Shareholders for the
purpose of calculating the amount of any
Premium payable to them.
Example
13.10 This example assumes that there is demand
for all of the New Shares available under the
Shortfall Bookbuild and that the Bookbuild Price
exceeds the Offer Price:
• Offer Price per New Share: $0.53
• Bookbuild Price per New Share: $0.58
• Premium: $0.05
13.11 In this example, a Shareholder who holds
1,000 Existing Shares at 7.00pm (NZST) /
5.00pm (AEST) on the Record Date who is
either an Ineligible Shareholder or is an Eligible
Shareholder who chooses not to take up any of
his or her Rights will have 1,000 Unexercised
Rights. That Shareholder will receive $100 in
aggregate for his or her Unexercised Rights in
the Shortfall Bookbuild, being the Premium of
$0.05 multiplied by the number of New Shares
attributable to the Unexercised Rights held by
him or her.

20Air New Zealand Limited
13.12 The above is an example only. If the Bookbuild
Price is equal to the Offer Price, there will be no
Premium payable to the holders of Unexercised
Rights. To the maximum extent permitted by law,
Air New Zealand, the Underwriters, the Joint 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 realise a
Premium in the Shortfall Bookbuild.
13.13 Any Premium will be calculated in New Zealand
dollars (net of any amounts required to be
withheld), and paid in New Zealand dollars or
Australian dollars in accordance with

paragraph 13.20.
Allocations and scaling
13.14 Allocations and any necessary scaling of
applications for New Shares under the Shortfall
Bookbuild will be determined by Air New
Zealand in consultation with the Underwriters
(each acting reasonably).
13.15 There is no assurance that any applicant for
New Shares in the Shortfall Bookbuild will be
allocated any New Shares or the number of New
Shares for which it has applied. The allocation
policy will be influenced by, but not constrained
by factors such as:
• the number of New Shares bid for by
particular bidders;
• whether the particular bidder is an existing
Shareholder;
• whether the particular bidder participated in
the sub-underwriting of the Rights Offer;
• the timeliness of the bid by particular bidders
with a likely preference for early bids;
• demonstration of price leadership;
• the size, style, type and/or geographic
location of particular bidders;
• the likelihood that particular bidders will
be long term Shareholders (taking into
account support of Air New Zealand to
date, existing or previous Shareholders,
length of shareholding, size of investment,
previous engagement and interaction with
Air New Zealand);
• the prospects of success of the Offer and Air
New Zealand’s desire for a stable market for
its Shares after completion of the Offer; and
• any other factors that Air New Zealand and
the Underwriters consider appropriate.
13.16 An allocation will not be made if, as a result of the
allocation, Air New Zealand would cease to be in
compliance with any provision of its constitution,
or to an Institutional Investor if the Underwriters
are not prepared, acting reasonably, to accept
the credit risk of that investor.
13.17 If applications are scaled, Eligible Shareholders
that apply for Additional New Shares under the
Shortfall Bookbuild may not receive New Shares
in respect of any or all of their application monies.
It is expected that scaling of applications for
Additional New Shares will be done:
• on a consistent basis, by reference to the
quantum of Additional New Shares applied
for (calculated as dollar value of Additional
New Shares applied for divided by the
Bookbuild Price, rounded down to the
nearest whole New Share); and
• on at least an equivalent or more favourable
basis to other applicants in the Shortfall
Bookbuild who are allocated New Shares in
the Shortfall Bookbuild,
although Air New Zealand and the Underwriters
retain discretion to scale individual applications
for Additional New Shares on a differential basis.

13.18 Once the Bookbuild Price has been determined,
the application monies in respect of any
applications for Additional New Shares in the
Shortfall Bookbuild by Eligible Shareholders:
• if made in New Zealand dollars, will be
divided by the Bookbuild Price to calculate
the number of Additional New Shares that
those Eligible Shareholders have applied for
(subject to scaling), rounded down to the
nearest whole New Share; or
• if made in Australian dollars, will be
calculated in New Zealand dollars at the
Exchange Rate and divided by the Bookbuild
Price to calculate the number of Additional
New Shares that those Eligible Shareholders
have applied for (subject to scaling), rounded
down to the nearest whole New Share.
13.19 Any refunds of application monies due to
scaling of applications or applications not being
accepted under the Shortfall Bookbuild will be
made within five Business Days (as defined in
the NZX Listing Rules) following the Allotment
Date (without interest). Refunds will not be paid
for any difference arising solely due to rounding
or where the aggregate amount of the refund
payable to an applicant is less than $5.00.
Payment of Premium
13.20 The Premium, if any, will be paid net of any
amounts required to be withheld:
• in New Zealand dollars; or
• for those Shareholders who receive
dividends in Australian dollars, in Australian
dollars at the Exchange Rate,
in accordance with the direct credit payment
instructions provided by the relevant
Shareholder to Air New Zealand (if any) and
otherwise withheld until such time as a direct
credit instruction is provided to the Registrar.
13.21 No interest will be paid in respect of any
Premium payable. Payment of the Premium (if
any) is expected to be made by 16 May 2022.

21Renounceable Rights Offer
14. Custodians
14.1 In order to participate in the Offer on behalf
of one or more beneficial owners, Custodians
must provide the following information by email
to the Registrar and make payment by way of
electronic funds transfer:
(a) the number of Participating Beneficiaries
(as defined below) and their names and
addresses;
(b) in respect of each of the Participating
Beneficiaries, the number of Existing Shares
that the Participating Beneficiary holds and
the number and dollar amount of Rights, as
well as the dollar amount of any Additional
New Shares in the Shortfall Bookbuild (if
eligible), the Participating Beneficiary has
instructed the Custodian, either directly or
indirectly through a Downstream Custodian
(as defined below), to apply for on behalf of
that Participating Beneficiary;
(c) where the Custodian holds Existing Shares
on behalf of a Participating Beneficiary
indirectly, through one or more Downstream
Custodians, the name and address of each
Downstream Custodian; and
(d) an acknowledgement that the certifications
described in paragraphs 14.2, 20.1 and 20.2
of this Part 4: Terms of the Offer are deemed
to have been provided to Air New Zealand.
14.2 If a Custodian applies in the manner described
above to purchase New Shares on behalf of one
or more beneficial owners, the Custodian will
be deemed to have certified to Air New Zealand
that:
(a) the Custodian holds Existing Shares on
behalf of:
(i) one or more other persons that are
not Custodians (who would be Eligible
Shareholders if they held Existing Shares
directly); and/or
(ii) another Custodian (Downstream
Custodian) that holds beneficial interests
in Existing Shares on behalf of one or
more other persons to which those
interests relate, on the Record Date, (each
a Participating Beneficiary) who have
subsequently instructed the Custodian,
and/or the Downstream Custodian,
participate in the Offer on their behalf;
(b) the information set out in the email required
to be provided to the Registrar under
paragraph 14.1 of this Part 4:Terms of the
Offer is true and accurate;
(c) a copy of this Offer Document was given to
each Participating Beneficiary; and
(d) the beneficial owner on whose behalf the
Custodian is submitting an Application is
not making an Application as an Eligible
Shareholder under the Offer, and no other
Custodian is submitting an Application under
the Offer for that beneficial owner.
14.3 Custodians may not distribute any part of this
Offer Document to any person in the United
States or any other country outside New
Zealand and Australia, and may not participate
in the Offer on behalf of any beneficial owner
who is located in the United States or any other
country outside New Zealand and Australia,
except to the extent such persons or beneficial
owners are located outside the United States
and are institutional and professional investors
listed in, and to the extent permitted under,
the section captioned “International Offer
Restrictions” below or elsewhere as Air New
Zealand may determine it is lawful and practical
to make the Offer.
14.4 In particular, Custodians who hold Existing
Shares on behalf of persons in the United States,
or who are acting for the account or benefit of
persons in the United States (to the extent such
persons are acting for the account or benefit of
persons in the United States), are not eligible
to participate in the Offer on behalf of those
persons, and may not acquire Rights or take up
New Shares on behalf of, or send any documents
relating to the Offer to, any person in the
United States.
14.5 Air New Zealand is not required to determine
whether or not any registered holder is acting as
a Custodian, or the identity or residence of any
beneficial owners of Shares. Where any holder
is acting as a Custodian for a foreign person,
that holder, in dealing with its beneficiary, will
need to assess whether indirect participation by
the beneficiary in the Offer is compatible with
applicable foreign laws. Eligible Shareholders
who are Custodians are therefore advised to
seek independent advice as to how to proceed.
For the avoidance of doubt, Custodians are
responsible for determining whether an
underlying beneficial holder of Existing Shares
for whom you act as Custodian is an Eligible
Shareholder. The Joint Lead Managers will
not advise as to, and are not responsible for
determining, whether any such person qualifies
as an Eligible Shareholder.
14.6 If you hold your Shares through a Custodian,
please provide your Custodian with your
instructions so that they may apply on your
behalf in accordance with the information above.
15. Overseas Shareholders
15.1 The Offer is open only to Eligible Shareholders.
The Offer is not open to Shareholders in other
jurisdictions as Air New Zealand considers
that it is unduly onerous and unreasonable for
Air New Zealand to make the Offer into those
jurisdictions having regard to the number of
securities held by Ineligible Shareholders, the

22Air New Zealand Limited
number and value of New Shares that they
would be offered and the costs of complying
with the legal and regulatory requirements
which would apply to an offer of securities to
Ineligible Shareholders in those places. Air
New Zealand, the Underwriters, the Joint Lead
Managers and each of their respective affiliates
and related bodies corporate and each of their
directors, partners, employees, advisers and
agents disclaim any liability as to eligibility to
participate in this Offer, to the maximum extent
permitted by law.
15.2 Except as set out below, Shareholders in those
other jurisdictions will not be issued Rights.
It is the responsibility of each Shareholder to
ensure that any participation complies with all
applicable laws and that each beneficial owner
on whose behalf such Shareholder is submitting
the Application or trading Rights is not in the
United States.
15.3 This Offer Document is intended for use
only in connection with the Offer to Eligible
Shareholders, being Shareholders in New
Zealand or Australia, and Shareholders who
are Institutional Investors in Canada, Cayman
Islands, the European Union, Hong Kong,
Norway, Singapore, Switzerland, the United Arab
Emirates or the United Kingdom. It 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 an offer or invitation.
15.4 This Offer Document is not to be sent or
given to any person outside New Zealand or
Australia in circumstances in which the Offer
or distribution of this Offer Document would
be unlawful. In particular, this Offer Document
may not be sent or given to any person in the
United States. The distribution of this Offer
Document (including an electronic copy)
outside New Zealand or Australia may be
restricted by law. If you come into possession
of this Offer Document, you should observe any
such restrictions. Any failure to comply with
such restrictions may contravene applicable
securities law, including as set out below.
15.5 No person may purchase, offer, sell, distribute
or deliver New Shares, or be in possession of,
or distribute to any other person, any offering
material or any documents in connection with
the New Shares, in any jurisdiction other than
in compliance with all applicable laws and
regulations.
15.6 Certain institutional Shareholders in the United
States may be invited to participate in the U.S.
Private Placement conducted concurrently
with the Offer, and will be contacted directly
by Air New Zealand with the relevant offer
documentation in relation thereto.
16. International Offer Restrictions
16.1 This Offer Document does not constitute an
offer of Rights or New Shares in any jurisdiction
in which it would be unlawful. In particular, this
Offer Document may not be distributed to any
person, and the Rights and New Shares may
not be offered or sold, in any country outside
New Zealand or Australia except to the extent
permitted below.
Australia
16.2 This Offer is being made to Australian
resident Shareholders without a prospectus
in accordance with section 708AA of the
Corporations Act (as modified by ASIC
Instrument 2016/84 and ASIC Instrument 22-
0225). This Offer Document is not a prospectus,
product disclosure statement or any other
form of disclosure document regulated by the
Corporations Act and has not been and will not
be lodged with ASIC. Accordingly, this Offer
Document may not contain all information which
a prospective investor may require to make a
decision whether to subscribe for New Shares
and it does not contain all of the information
which would otherwise be required by Australian
law to be disclosed in a prospectus. Neither ASIC
nor ASX takes any responsibility for the contents
of this Offer Document.
Canada
16.3 This Offer Document constitutes an offering of
Rights and New Shares only in the Provinces
of British Columbia, Ontario and Quebec (the
Provinces) and to those persons to whom they
may be lawfully distributed in the Provinces,
and only by persons permitted to sell such
securities. This Offer Document is not, and under
no circumstances is to be construed as, an
advertisement or a public offering of securities
in the Provinces. This Offer Document may only
be distributed in the Provinces to persons that
are “accredited investors” within the meaning
of National Instrument 45-106 – Prospectus
Exemptions or section 73.3, of the Securities Act
(Ontario) (collectively “NI 45-106”).
16.4 No securities commission or similar authority in
the Provinces has reviewed or in any way passed
upon this Offer Document, the merits of the
Rights or the New Shares or the offering of such
securities and any representation to the contrary
is an offence.
16.5 No prospectus has been, or will be, filed in the
Provinces with respect to the offering of Rights
or New Shares or the resale of such securities.
Any person in the Provinces lawfully participating
in the offer will not receive the information, legal
rights or protections that would be afforded had
a prospectus been filed and receipted by the

23Renounceable Rights Offer
securities regulator in the applicable Province.
Furthermore, any resale of the Rights or the
New Shares in the Provinces must be made in
accordance with applicable Canadian securities
laws which may require resales to be made
in accordance with exemptions from dealer
registration and prospectus requirements.
16.6 Air New Zealand as well as its directors and
officers may be located outside Canada and, as
a result, it may not be possible for purchasers
to effect service of process within Canada upon
Air New Zealand or its directors or officers.
All or a substantial portion of the assets of Air
New Zealand and such persons may be located
outside Canada and, as a result, it may not be
possible to satisfy a judgment against Air New
Zealand or such persons in Canada or to enforce
a judgment obtained in Canadian courts against
Air New Zealand or such persons outside Canada.
16.7 Unless stated otherwise, all dollar amounts
contained in this document are in New
Zealand dollars.
Statutory rights of action for damages and rescission
16.8 Securities legislation in certain of the Provinces
may provide purchasers with, in addition to
any other rights they may have at law, rights of
rescission or to damages, or both, when an offering
memorandum that is delivered to purchasers
contains a misrepresentation. These rights and
remedies must be exercised within prescribed
time limits and are subject to the defences
contained in applicable securities legislation.
Prospective purchasers should refer to the
applicable provisions of the securities legislation
of their respective Province for the particulars of
these rights or consult with a legal adviser.
16.9 The following is a summary of the statutory
rights of rescission or to damages, or both,
available to purchasers in Ontario. In Ontario,
every purchaser of the Rights or the New Shares
purchased pursuant to this Offer Document
(other than (a) a “Canadian financial institution”
or a “Schedule III bank” (each as defined in NI
45-106), (b) the Business Development Bank of
Canada or (c) a subsidiary of any person referred
to in (a) or (b) above, if the person owns all the
voting securities of the subsidiary, except the
voting securities required by law to be owned
by the directors of that subsidiary) shall have
a statutory right of action for damages and/
or rescission against Air New Zealand if this
Offer Document or any amendment thereto
contains a misrepresentation. If a purchaser
elects to exercise the right of action for
rescission, the purchaser will have no right of
action for damages against Air New Zealand.
This right of action for rescission or damages
is in addition to and without derogation from
any other right the purchaser may have at law.
In particular, Section 130.1 of the Securities Act
(Ontario) provides that, if this Offer Document
contains a misrepresentation, a purchaser who
purchases the Rights or the New Shares during
the period of distribution shall be deemed to
have relied on the misrepresentation if it was a
misrepresentation at the time of purchase and
has a right of action for damages or, alternatively,
may elect to exercise a right of rescission against
Air New Zealand, provided that:
(a) Air New Zealand will not be liable if it proves
that the purchaser purchased such securities
with knowledge of the misrepresentation;
(b) in an action for damages, Air New Zealand
is not liable for all or any portion of the
damages that Air New Zealand proves
does not represent the depreciation in
value of such securities as a result of the
misrepresentation relied upon; and
(c) in no case shall the amount recoverable
exceed the price at which such securities
were offered.
16.10 Section 138 of the Securities Act (Ontario)
provides that no action shall be commenced to
enforce these rights more than:
(a) in the case of any action for rescission, 180
days after the date of the transaction that
gave rise to the cause of action; or
(b) in the case of any action, other than an action
for rescission, the earlier of (i) 180 days after
the purchaser first had knowledge of the fact
giving rise to the cause of action or (ii) three
years after the date of the transaction that
gave rise to the cause of action.
16.11 These rights are in addition to and not in
derogation from any other right the purchaser
may have.
16.12 Certain Canadian income tax considerations.
Prospective purchasers of the Rights and the
New Shares should consult their own tax adviser
with respect to any taxes payable in connection
with the acquisition, holding, or disposition of
such securities as any discussion of taxation
related matters in this Offer Document is not
a comprehensive description and there are a
number of substantive Canadian tax compliance
requirements for investors in the Provinces.
16.13 Language of documents in Canada. Upon receipt
of this Offer Document, each investor in Canada
hereby confirms that it has expressly requested
that all documents evidencing or relating in any
way to the sale of the New Shares (including for
greater certainty any purchase confirmation
or any notice) be drawn up in the English
language only. Par la réception de ce document,
chaque investisseur canadien confirme par les
présentes qu’il a expressément exigé que tous
les documents faisant foi ou se rapportant de
quelque manière que ce soit à la vente des valeurs
mobilières décrites aux présentes (incluant, pour
plus de certitude, toute confirmation d’achat ou
tout avis) soient rédigés en anglais seulement.

24Air New Zealand Limited
Cayman Islands
Air New Zealand is not licensed to conduct
investment business in the Cayman Islands by
the Cayman Islands Monetary Authority and
this document does not constitute an offer to
members of the public of the Rights and New
Shares, whether by way of sale or subscription,
in the Cayman Islands. The Rights and New
Shares have not been offered or sold, and will
not be offered or sold, directly or indirectly, to
members of the public in the Cayman Islands.
European Union
16.14 This Offer Document has not been, and will not
be, registered with or approved by any securities
regulator in the European Union. Accordingly,
this Offer Document may not be made available,
nor may the Rights or the New Shares be
offered for sale, in the European Union except in
circumstances that do not require a prospectus
under Article 1(4) of Regulation (EU) 2017/1129 of
the European Parliament and the Council of the
European Union (the “Prospectus Regulation”).
16.15 In accordance with Article 1(4)(a) of the
Prospectus Regulation, an offer of Rights and
New Shares in the European Union is limited to
persons who are “qualified investors” (as defined
in Article 2(e) of the Prospectus Regulation).
Hong Kong
16.16 WARNING: This Offer Document has not been,
and will not be, registered as a prospectus under
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong,
nor has it been authorised by the Securities and
Futures Commission in Hong Kong pursuant
to the Securities and Futures Ordinance (Cap.
571) of the Laws of Hong Kong (the SFO). No
action has been taken in Hong Kong to authorise
or register this Offer Document or to permit
the distribution of this Offer Document or
any documents issued in connection with it.
Accordingly, the Rights and the New Shares have
not been and will not be offered or sold in Hong
Kong other than to “professional investors” (as
defined in the SFO and any rules made under
that ordinance).
16.17 No advertisement, invitation or document
relating to the Rights and the New Shares has
been or will be issued, or has been or will be in
the possession of any person for the purpose
of issue, in Hong Kong or elsewhere that is
directed at, or the contents of which are likely to
be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities
laws of Hong Kong) other than with respect to
the Rights and the New Shares that are or are
intended to be disposed of only to persons
outside Hong Kong or only to professional
investors (as defined in the SFO and any rules
made under that ordinance). No person allotted
Rights or New Shares may sell, or offer to sell,
such securities in circumstances that amount
to an offer to the public in Hong Kong within
six months following the date of issue of such
securities.
16.18 The contents of this Offer Document have not
been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution
in relation to the offer. If you are in doubt about
any of the contents of this Offer Document, you
should obtain independent professional advice.
Norway
16.19 This Offer Document has not been approved
by, or registered with, any Norwegian securities
regulator under the Norwegian Securities
Trading Act of 29 June 2007. Accordingly,
this Offer Document shall not be deemed to
constitute an offer to the public in Norway
within the meaning of the Norwegian Securities
Trading Act of 2007.
16.20 The Rights and the New Shares may not be
offered or sold, directly or indirectly, in Norway
except to “qualified investors” (as defined in the
Prospectus Regulation 2017/1129 Article 2(e),
cf. the Norwegian Securities Trading Act of 29
June 2007 no. 75 Section 7-1 and including non-
professional clients having met the criteria for
being deemed to be professional and for which
an investment firm has waived the protection
as non-professional in accordance with the
procedures in this regulation).
Singapore
16.21 This Offer Document and any other materials
relating to the Rights and the New Shares have
not been, and will not be, lodged or registered
as a prospectus in Singapore with the Monetary
Authority of Singapore. Accordingly, this Offer
Document and any other document or materials
in connection with the offer or sale, or invitation
for subscription or purchase, of Rights and
New Shares, may not be issued, circulated or
distributed, nor may the Rights and New Shares
be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore
except pursuant to and in accordance with
exemptions in Subdivision (4) of Division 1, Part XIII
of the Securities and Futures Act, Chapter 289 of
Singapore (the S FA), or as otherwise pursuant to,
and in accordance with the conditions of any other
applicable provisions of the SFA.
16.22 This Offer Document has been given to you on
the basis that you are (i) an existing holder of
Air New Zealand’s shares, (ii) an “institutional
investor” (as defined in the SFA) or (iii) an
“accredited investor” (as defined in the SFA).
In the event that you are not an investor falling

25Renounceable Rights Offer
within any of the categories set out above,
please return this Offer Document immediately.
You may not forward or circulate this Offer
Document to any other person in Singapore.
16.23 Any offer is not made to you with a view to the
Rights or the New Shares being subsequently
offered for sale to any other party. There are
on-sale restrictions in Singapore that may be
applicable to investors who acquire Rights or
New Shares. As such, investors are advised to
acquaint themselves with the SFA provisions
relating to resale restrictions in Singapore and
comply accordingly.
Switzerland
16.24 The offering of the Rights and the New Shares
in Switzerland is exempt from requirement to
prepare and publish a prospectus under the
Swiss Financial Services Act (FinSA) because
such offering is made to professional clients
within the meaning of the FinSA only and the
Rights and the New Shares will not be admitted
to trading on any trading venue (exchange
or multilateral trading facility) in Switzerland.
This Offer Document does not constitute a
prospectus or similar communication pursuant
to the FinSA, and no such prospectus has been
or will be prepared for or in connection with the
offering of the Rights and the New Shares.
United Arab Emirates
16.25 Neither this Offer Document nor the Rights or
the New Shares have been approved or passed
on in any way by the Emirates Securities and
Commodities Authority (ESCA) or any other
governmental authority in the United Arab
Emirates. Air New Zealand has not received
authorisation or licensing from the ESCA or any
other governmental authority to market or sell
the Rights or the New Shares within the United
Arab Emirates (excluding the Dubai International
Financial Centre and the Abu-Dhabi Global
Market). This Offer Document does not constitute,
and may not be used for the purpose of, an offer of
securities in the United Arab Emirates. No services
relating to the Rights or the New Shares, including
the receipt of applications, may be rendered within
the United Arab Emirates (excluding the Dubai
International Financial Centre and the Abu-Dhabi
Global Market).
United Kingdom
16.26 Neither the information in this Offer Document
nor any other document relating to the offer
has been delivered for approval to the Financial
Conduct Authority in the United Kingdom and
no prospectus (within the meaning of section 85
of the Financial Services and Markets Act 2000,
as amended (FSMA)) has been published or is
intended to be published in respect of the Rights
and the New Shares.
16.27 This Offer Document is issued on a confidential
basis to “qualified investors” (within the meaning
of Article 2(e) of the UK Prospectus Regulation)
in the United Kingdom, and the Rights and
New Shares may not be offered or sold in
the United Kingdom by means of this Offer
Document, any accompanying letter or any
other document, except in circumstances which
do not require the publication of a prospectus
pursuant to section 86(1) of the FSMA. This Offer
Document should not be distributed, published
or reproduced, in whole or in part, nor may its
contents be disclosed by recipients to any other
person in the United Kingdom.
16.28 Any invitation or inducement to engage in
investment activity (within the meaning of section
21 of the FSMA) received in connection with the
issue or sale of the Rights or the New Shares
has only been communicated or caused to be
communicated and will only be communicated
or caused to be communicated in the United
Kingdom in circumstances in which section 21(1)
of the FSMA does not apply to Air New Zealand.
16.29 In the United Kingdom, this Offer Document
is being distributed only to, and is directed at,
persons (i) who have professional experience
in matters relating to investments falling within
Article 19(5) (investment professionals) of
the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended
(FPO), (ii) who fall within the categories of
persons referred to in Article 49(2)(a) to (d)
(high net worth companies, unincorporated
associations, etc.) of the FPO or (iii) to whom
it may otherwise be lawfully communicated
(together “relevant persons”). The investments
to which this Offer Document relates are
available only to, and any invitation, offer or
agreement to purchase will be engaged in only
with, relevant persons. Any person who is not
a relevant person should not act or rely on this
Offer Document or any of its contents.
United States
16.30 This Offer Document does not constitute an
offer to sell, or the solicitation of an offer to buy,
securities in the United States, and may not be
distributed to any person in the United States.
16.31 The Rights and the New 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 may
not be offered or sold in the United States, except
in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act
and applicable securities laws of any state or other
jurisdiction of the United States.

26Air New Zealand Limited
16.32 The Rights may not be acquired or exercised
by, and the New Shares may not be offered
or sold to, any person in the United States or
any person acting for the account or benefit
of any person in the United States, other than
certain eligible institutional Shareholders
and Institutional Investors as part of the U.S.
Private Placement. In addition, the Rights are
only entitled to be acquired or exercised by
persons outside the United States, and the New
Shares may only be offered and sold outside
the United States, in “offshore transactions” (as
defined in Rule 902(h) under the U.S. Securities
Act) in reliance on Regulation S under the U.S.
Securities Act.
17. Underwriting Agreement
17.1 Air New Zealand has requested that the
Underwriters underwrite the Offer (other than
the amount of the Crown Participation) and the
Underwriters have agreed to do so. This means
that the Underwriters will subscribe at the Offer
Price for any New Shares that are not subscribed
for by Eligible Shareholders or Institutional
Investors under the Offer in accordance with the
terms of the Underwriting Agreement.
17.2 A summary of the principal terms of the
Underwriting Agreement are set out as follows:
• The Underwriters may terminate
their respective obligations under the
Underwriting Agreement, including by
reason of certain specified events which
have, or are likely to have, a material adverse
effect on Air New Zealand, the Shares or the
Offer. These may be as a result of events
specific to Air New Zealand or as a result
of external events. The Underwriters may
also terminate the Underwriting Agreement
where certain conditions to the Underwriting
Agreement or their underwriting obligations
have not been satisfied or waived, including
if the Crown fails to perform its obligations
under the Crown Participation.
• The scope of the termination rights
available to the Underwriters, and the
extent to which the Underwriters may
exercise those termination rights, is more
limited than would customarily be the
case in transactions of this nature. For
example, there may be certain external
events that may have an adverse impact
on Air New Zealand but which do not give
rise to a termination right. In addition, the
Underwriters may elect not to exercise
their rights to terminate the Underwriting
Agreement. In such circumstances, investors
who have submitted an Acceptance Form or
bid into the Shortfall Bookbuild will be bound
to subscribe for the relevant New Shares,
unless Air New Zealand withdraws the
relevant component of the Offer
• Air New Zealand provides certain
undertakings to the Underwriters, including
for a period until three months after the
settlement of the Offer in New Zealand, Air
New Zealand may not (and will not permit
any of its subsidiaries to):
• offer for sale or accept offers for any
Shares, allot or issue or allot any equity
securities, issue or grant any rights
or options in respect of such equity
securities, create any debt instrument or
other obligation which may be convertible
into, exchangeable for or redeemable by,
the issue of equity securities, or enter into
any agreement whereby any person may
be entitled to the allotment and issue of
any equity securities; or
• dispose of or charge, or agree to
dispose of or charge, the whole or any
substantial part of its business or enter
into any material acquisition, or material
agreement in relation to a new business
not conducted by Air New Zealand,
other than pursuant to certain limited exceptions
or with the Underwriters’ consent (which may
not be unreasonably withheld or delayed).
• Air New Zealand has agreed to indemnify the
Underwriters and their respective affiliates
against certain losses related to the Offer.
• Air New Zealand has given warranties in
the Underwriting Agreement, including
warranties relating to the content and
accuracy of the Offer Document, compliance
by Air New Zealand with relevant laws, the
existence of no litigation which may be
material in the context of the Offer and the
valid issue and allotment of New Shares.
• The Underwriters have the power to appoint
sub-underwriters.
• The Underwriters will be paid an agreed
underwriting fee for their services in
connection with the Offer.
18. Broker stamping fees
18.1 No investor will pay brokerage on taking up
their Rights or as a subscriber for New Shares
under the Offer.
18.2 A stamping fee of 1.0% of application monies on
New Shares allotted will be paid to NZX Firms and
ASX Brokers who submit a valid claim for a broker
stamping fee on successful Applications, subject
to a fee limit of NZ$350 per Shareholder and
an aggregate fee limit of NZ$650,000 for each
retail broker firm. This fee will be met by Air New
Zealand. Terms of the claims process are to be
separately communicated to NZX Firms and ASX
Brokers by the Underwriters.

27Renounceable Rights Offer
19. Sale of Shares
19.1 Shares can be traded on the NZX Main Board or
ASX by instructing a NZX Firm or an ASX Broker.
The Authorisation Code (FIN) and Common
Shareholder Number (CSN) (or a HIN or SRN in
respect of a sale on ASX) will be required to be
given to the NZX Firm or an ASX Broker being
instructing to effect the trade. Brokerage may
be payable in respect of that trade. Financial and
tax advice should be sought before effecting any
trade of Shares.
20. Significance of sending in an
Application / declarations,
representations, warranties and
agreements
20.1 By completing an Application, you will
be deemed to have made the following
declarations, representations, warranties and
agreements to Air New Zealand:
(a) you confirm that you have read and
understood this Offer Document (including
the “Important Information” section), the
accompanying Acceptance Form and the
Investor Presentation (including Appendix D
of the Investor Presentation (“Key Risks”)) in
their entirety;
(b) you agree to be bound by the terms and
conditions of the Offer set out in this Offer
Document;
(c) you agree that your Application, on the
terms and conditions of the Offer set out in
this Offer Document, will be irrevocable and
unconditional (i.e., it cannot be withdrawn);
(d) you acknowledge the statement of risks in
the Appendix D of the Investor Presentation
(“Key Risks”) and that an investment in Air
New Zealand is subject to investment risk;
(e) you declare and certify to Air New Zealand
that you are an Eligible Shareholder,
including that you were a registered holder
of Existing Shares as at the Record Date and
you are a resident of an eligible jurisdiction
(other than the United States), being New
Zealand or those jurisdictions listed under
the section captioned “International Offer
Restrictions” in this Offer Document;
(f) you represent and warrant (for the benefit of
Air New Zealand, the Joint Lead Managers
and their respective affiliates) that you are
eligible to participate in the Offer;
(g) you represent and warrant that the law of
any other place does not prohibit you from
being given this Offer Document and the
Acceptance Form, nor does it prohibit you
from making an Application;
(h) you represent and warrant that you are not in
the United States and you are not acting for
the account or benefit of a person in the United
States in connection with the subscription for
Rights or the purchase of New Shares in the
Offer, and you are not otherwise a person to
whom it would be illegal to make an offer of or
issue of Rights or New Shares under the Offer
and under any applicable laws and regulations;
(i) you understand and acknowledge that the
Rights and the New 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 in the United States,
and that the Rights may not be issued to or
taken up or exercised by, and the New Shares
may not be offered or sold to, directly or
indirectly, any persons in the United States or
any persons who are acting for the account
or benefit of a person in the United States (to
the extent such persons hold Shares and are
acting for the account or benefit of a person
in the United States). You further understand
and acknowledge that the Rights and the
New Shares may only be offered, sold and
resold outside the United States in “offshore
transactions” (as defined in Rule 902(h)
under the U.S. Securities Act) in reliance on
Regulation S;
(j) you represent and warrant that you are
subscribing for Rights and/or purchasing
New Shares outside the United States in
“offshore transactions” (as defined in Rule
902(h) under the U.S. Securities Act) in
reliance on Regulation S;
(k) you represent and warrant that you and
each person on whose account you are
acting have not and will not send this Offer
Document, the Acceptance Form or any
other materials relating to the Offer to any
person in the United States;
(l) you acknowledge that, if you decide to sell or
otherwise transfer any Rights or New Shares,
you will only do so in the regular way for
transactions on the NZX Main Board (in the
case of Rights and New Shares) or ASX (in
the case of New Shares), where neither you
nor any person acting on your behalf knows,
or has reason to know, that the sale has been
pre-arranged with, or that the purchaser is, a
person in the United States;
(m) you confirm that all details and statements in
your Application are complete and accurate;
(n) without limiting Air New Zealand’s
discretion to accept, reject or scale back any
Application, you authorise Air New Zealand
(and its officers or agents) to correct any
error in, or omission from, your Application
and to complete the Application by the
insertion of any missing details;
(o) you agree to be bound by Air New Zealand’s
constitution;
(p) you acknowledge and agree that Air New
Zealand has the right to reduce the number
of New Shares allocated to you if your Rights
claim proves to be overstated, if you fail to
provide information requested by Air New
Zealand to substantiate your claims, or if you
are not an Eligible Shareholder, in which case:

28Air New Zealand Limited
(i) you will bear any and all losses caused
by subscribing for New Shares in excess
of your Rights, and any actions you are
required to take in this regard; and
(ii) you are treated as continuing to have
taken up, transferred or not taken up your
remaining Rights;
(q) you acknowledge and agree that if you sell
Rights to which you are not entitled, or you
do not hold sufficient Rights at the time
required to deliver those Rights, you will
acquire Rights or Shares to satisfy these
obligations as required by Air New Zealand;
(r) you agree to repay any Premium payment
in excess of the Premium payment to which
you were actually entitled based on the
Unexercised Rights held by you as at the
Closing Date;
(s) you acknowledge that none of Air New
Zealand, 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 New
Shares under the Offer;
(t) you acknowledge the risk that the market
price for the Shares may change materially
between the Opening Date, the date you
make an Application and the Allotment Date.
This is particularly the case given the wide
fluctuations and volatility in the share prices
for many listed companies in recent times due
to the continuing impacts of Covid-19 and of
other significant events and conflicts around
the world. Accordingly, you acknowledge that:
(i) the price paid for New Shares may be
higher or lower than the price at which
Shares are trading on the NZX Main Board
or the ASX at the time New Shares are
issued under the Offer;
(ii) the market price of New Shares following
allotment may be higher or lower than the
Offer Price; and
(iii) it is possible that up to or after the
Allotment Date, you may be able to
buy Shares at a lower price than the
Offer Price;
(u) you acknowledge and certify that, if you are
acting as a Custodian, each beneficial holder
on whose behalf you are submitting the
Application is an Eligible Shareholder and is
not in the United States, and you have not sent
this Offer Document, the Acceptance Form
or any information relating to the Offer to any
person in the United States; and
(v) you agree to provide (and direct your
Custodian to provide) any requested
substantiation of your eligibility to
participate in the Offer and/or of your
holding of Existing Shares on the
Record Date.
20.2 If a Custodian applies to participate in the
Offer on behalf of a beneficial owner:
(a) the certification referred to in paragraphs
20.1(e) will be taken to be given by the
beneficial owner on whose behalf the
Custodian is applying to participate in the
Offer; and
(b) the Custodian certifies each of the other
matters set out in paragraph 20.1.
21. Governing law
This Offer Document, the Offer and any contract
resulting from it are governed by the laws of
New Zealand, and each applicant submits to the
exclusive jurisdiction of the courts of New Zealand.

29Renounceable Rights Offer

30Air New Zealand Limited
Part 5:
Glossary
A$ Price
A$0.49 per New Share.
Acceptance Form
The personalised acceptance form accompanying this
Offer Document for Eligible Shareholders.
Additional New Shares
Additional New Shares attributable to any Unexercised
Rights which are applied for by Eligible Shareholders
who take up their Rights in full as part of an Application.
Allotment Date
9 May 2022, unless extended.
Application
An application to take up Rights under the Rights
Offer and, if applicable, apply for Additional New
Shares under the Shortfall Bookbuild, made using an
Acceptance Form or an online application on https://
airnz.rightsoffer.co.nz (or, in the case of a Custodian,
by submitting an application in accordance with see
paragraph 14.1 of Part 4: Terms of the Offer).
ASIC
The Australian Securities and Investments
Commission.
ASX
ASX Limited or the market it operates (as the
context requires).
ASX Broker
Any ASX participating organisation.
ASX Listing Rules
The official listing rules of ASX as they apply to Air
New Zealand as a foreign exempt listed issuer, as
amended or waived by ASX from time to time and for
so long as Air New Zealand is admitted to the official
list of such exchange.
ASX Shareholder
An Eligible Shareholder whose Existing Shares are
held on Air New Zealand’s ASX branch register on the
Record Date.
Board
The board of directors of Air New Zealand.
Bookbuild Price
The price at which New Shares will be issued under
the Shortfall Bookbuild. For further information see
paragraphs 13.7 and 13.8 of Part 4: Terms of the Offer.
Business Day
A time between 8.30am and 5.30pm in New Zealand
on a day on which NZX is open for trading.
Closing Date
5.00pm (NZST) / 3.00pm (AEST) on 2 May 2022, being
the date that Applications (with payment) must be
received by the Registrar to participate in the Offer.
Corporations Act
The Australian Corporations Act 2001 (Cth).
Crown
Her Majesty the Queen in right of New Zealand.
Crown Participation
The Crown’s commitment to subscribe for the number
of New Shares so that it has a 51.00% shareholding
following completion of the Offer.
Crown Loan Facility
The $400 million fully committed Crown standby debt
facility, which is available to Air New Zealand through
to 30 January 2026.
Custodian
Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee company
and holds Existing Shares on the Record Date
by reason only of acting for another person in
the ordinary course of business of that trustee
corporation or nominee company; or
(b) holds Existing Shares by reason only of being
a bare trustee of a trust to which the Existing
Shares are subject.
Debt Arrangements
The Crown Loan Facility and the proposed $600
million issuance of Australian dollar denominated
medium term notes following the Offer (subject to
market conditions).
Eligible Shareholder
A Shareholder as at 7.00pm (NZST) / 5.00pm (AEST)
on the Record Date:

31Renounceable Rights Offer
(a) located in/with a registered address in
New Zealand or Australia; or
(b) that is an Institutional Investor located in/with a
registered address in Canada, Cayman Islands,
the European Union, Hong Kong, Norway,
Singapore, Switzerland, the United Arab
Emirates or the United Kingdom; or
(c) is any other person to whom Air New Zealand
and the Joint Lead Managers consider an offer
of Rights or New Shares may be made without
the need for a lodged prospectus or other
formality (other than a formality with which Air
New Zealand is willing to comply),
and who is not in the United States and is not acting for
the account or benefit of a person in the United States.
Exchange Rate
the A$:NZ$ exchange rate published by the Reserve
Bank of New Zealand on its website at 3.00pm (NZST)
on 3 May 2022.
Existing Share
A Share on issue at 7.00pm (NZST) / 5.00pm (AEST)
on the Record Date.
FMA
The New Zealand Financial Markets Authority.
FMCA
The New Zealand Financial Markets Conduct Act 2013.
Ineligible Shareholder
A Shareholder other than an Eligible Shareholder.
Institutional Investor
A person:
(a) in New Zealand, who Air New Zealand and
the Joint Lead Managers considers is an
institutional, habitual, or sophisticated investor
(including a “wholesale investor” under the
FMCA), including in the case of the Shortfall
Bookbuild, NZX Firms who have been invited to
participate in the Shortfall Bookbuild on behalf
of their retail clients;
(b) in Australia, who Air New Zealand and the Joint
Lead Managers considers is a person to whom
an offer of shares for issue may be lawfully
made without disclosure under Part 6D.2 of the
Corporations Act because of sections 708(8),
708(11) or 708(12) of the Corporations Act;
(c) in Canada, who is an “accredited investor”
as defined in National Instrument 45-106 –
Prospectus and Registration Exemptions
(“NI 45-106”) and, if relying on subsection
(m) of the definition of that term, is not a person
created or being used solely to acquire or hold
securities as an accredited investor;
(d) in the Cayman Islands, who is a person who is not
a member of the public for the purposes of the
Securities Investment Business Act (As Revised);
(e) in the European Union, who is a “qualified
investor” as defined in Article 2(e) of
the Regulation (EU) 2017/1129 of the
European Parliament and the Council
of the European Union;
(f) in Hong Kong, who is a “professional investor”
as defined under the Securities and Futures
Ordinance of Hong Kong, Chapter 571 of the
Laws of Hong Kong;
(g) in Norway, who is a “professional client” as
defined in Norwegian Securities Trading Act of
29 June 2007 no. 75 (Section 10-6);
(h) in Singapore, who is an “institutional investor”
or an “accredited investor” as such terms are
defined in the Securities and Futures Act,
Chapter 289 of Singapore;
(i) in Switzerland, who is a “professional client”
in the meaning of article 4(3) of the Swiss
Financial Services Act (FinSA) or someone
who has validly elected to be treated as a
professional client pursuant to article 5(2)
of the FinSA;
(j) in the United Arab Emirates (excluding the
Abu Dhabi Global Market and the Dubai
International Financial Centre), who received
communication in relation to the Offer from
outside the United Arab Emirates;
(k) in the United Kingdom, who is a person who (i)
is a “qualified investor” within the meaning of
Section 86(7) of the United Kingdom Financial
Services and Markets Act 2000; (ii) is within the
categories of persons referred to in Article 19(5)
(investment professionals) or Article 49(2)(a) to
(d) (high net worth companies, unincorporated
associations, etc.) of the United Kingdom
Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended
or (iii) if the New Shares are being marketed
in the United Kingdom in compliance with the
National Private Placement Regime (within the
meaning of the Alternative Investment Fund
Managers Regulation 2013), is a “professional
investor” (within the meaning of the Alternative
Investment Fund Managers Directive, as
implemented in the United Kingdom); or
(l) any other person to whom Air New Zealand and
the Joint Lead Managers consider an offer of
Rights or New Shares may be made without the
need for a lodged prospectus or other formality
(other than a formality with which Air New
Zealand is willing to comply),
provided that if such an investor is in the United States,
it is only an Institutional Investor if it is invited to
participate in the U.S. Private Placement and, subject
to the foregoing, may include retail brokers bidding
on behalf of their clients provided that such clients are
not located in the United States.
Investor Presentation
The presentation dated 30 March 2022 in relation to
Air New Zealand and the Offer titled “Refuelling for our
recovery: Market update and recapitalisation”.
Joint Lead Managers
Each of Citigroup Global Markets Limited, Forsyth Barr
Limited and UBS New Zealand Limited.

32Air New Zealand Limited
New Share
A fully paid ordinary share in Air New Zealand offered
under the Offer of the same class as (and ranking
equally in all respects with) Existing Shares at the time
of allotment of the New Shares.
NZ$ or $
The lawful currency of New Zealand.
NZX
NZX Limited.
NZX Firm
An entity designated as an NZX Firm under the
Participant Rules of NZX.
NZX Listing Rules
The listing rules of the NZX Main Board, as amended
from time to time and for so long as Air New Zealand is
admitted to the official list of such exchange.
NZX Main Board
The main board equity securities market operated by NZX.
NZX Shareholder
An Eligible Shareholder whose Existing Shares
are held on Air New Zealand’s NZX branch register
on the Record Date.
NZX Waivers
The waivers from NZX Listing Rule 4.17.6(a), 5.1.1
and 5.2.1 issued by NZX Regulation Limited dated
30 March 2022.
Offer
The Rights Offer and the Shortfall Bookbuild.
Offer Document
This document.
Offer Price
NZ$0.53 (or the A$ Price) per New Share.
Offer Website
The website at https://airnz.rightsoffer.co.nz,
where Eligible Shareholders can access further
information about the Offer and where Applications
(together with payment) can be made using the
online application form.
Opening Date
6 April 2022, being the date that Applications
may be made by Eligible Shareholders to participate
in the Offer.
Premium
The amount per New Share, if any, by which the
Bookbuild Price exceeds the Offer Price.
Record Date
5 April 2022.
Registrar
Link Market Services Limited.
Right
The renounceable right to subscribe for 2 New Shares
for every 1 Existing Share held at 7.00pm (NZST) /
5.00pm (AEST) on the Record Date at the Offer Price,
issued pursuant to the Offer.
Rights Offer
The pro rata 2 for 1 renounceable rights offer
set out in this Offer Document.
Share
One fully paid ordinary share in Air New Zealand.
Shareholder
A registered holder of Shares on issue.
Shortfall Bookbuild
The bookbuild process for New Shares attributable to
Unexercised Rights.
Underwriters
Each of Citigroup Global Markets Limited and UBS
New Zealand Limited.
Underwriting Agreement
The agreement entered into between Air New Zealand
and the Underwriters, a summary of the principal
terms of which are set out in Part 4: Terms of the Offer
under the heading ‘Underwriting Agreement’.
Unexercised Rights
Those Rights not taken up by 5.00pm (NZST) /
3.00pm (AEST) on the Closing Date, including the
Rights attributable to Ineligible Shareholders.
United States or U.S.
The United States of America.
U.S. Private Placement
The offer by Air New Zealand of Rights and New
Shares in the Rights Offer and Shortfall Bookbuild
to certain eligible institutional Shareholders and
Institutional Investors in the United States.
U.S. Securities Act
The U.S. Securities Act of 1933.

33Renounceable Rights Offer
Air New Zealand Limited
185 Fanshawe Street
Auckland 1010
New Zealand

Citigroup Global Markets
Limited
Level 23
2 Park Street
Sydney NSW
Australia 2000

Citigroup Global Markets
Limited
Level 23
2 Park Street
Sydney NSW
Australia 2000

New Zealand:
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Issuer
Joint Lead Managers
Joint Underwriters
Legal Advisers
Forsyth Barr Limited
Level 23
Shortland & Fort
88 Shortland Street
Auckland 1010
New Zealand
UBS New Zealand
Limited
Level 27
PwC Tower
188 Quay Street
Auckland 1010
New Zealand
UBS New Zealand
Limited
Level 27
PwC Tower
188 Quay Street
Auckland 1010
New Zealand
Australia:
Herbert Smith Freehills
Level 34
ANZ Tower
161 Castlereagh Street
Sydney NSW 2000
Australia
Part 6:
Directory

34Air New Zealand Limited
If you have any queries about your Rights, how to
complete the Acceptance Form or how to apply online
via the Offer Website, please contact the Registrar at:
REGISTRAR
Link Market Services Limited
New Zealand
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
PO Box 91976
Auckland 1142
New Zealand
+64 9 375 5998
www.linkmarketservices.co.nz
applications@linkmarketservices.co.nz
Australia
Locked Bag A14
Sydney South NSW 1235
Australia
+61 1300 554 474
www.linkmarketservices.com.au
applications@linkmarketservices.co.nz

35Renounceable Rights Offer

Air NZ awarded international cargo flights to March 2023 L&Q Notice – Air New Zealand Limited Rights (“AIRRG”)

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.