Waivers from Listing Rules 4.17.6(a), 5.1 and 5.2

30 March 2022
NZ RegCo Decision
Air New Zealand Limited (NS) ("AIR")
Application for waivers from NZX Listing Rules 4.17.6(a),
5.1.1 and 5.2.1

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. These
waivers will not apply if that information is not or ceases to be full and accurate in all material
respects.
2. The Rules to which this decision relates are set out in Appendix Two to this decision.
3. Capitalised terms that are not defined in Appendix One to this decision have the meanings given to
them in the Rules.
Waiver from Listing Rule 4.17.6(a)
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by AIR is complete and accurate in all material respects, NZX Regulation Limited (NZ
RegCo) grants AIR a waiver from NZX Listing Rule (Rule) 4.17.6(a) to the extent this Rule would
otherwise require the notice required under Rule 4.17.6(a) to be be released through MAP no later
than five Business Days before the Ex Date for the Rights Issue.
5. The waiver in paragraph 4 is provided on the following conditions:
a. The Ex Date for the Rights Offer is the third Business Day following the date that the Rights
Offer is announced by AIR through MAP.
b. AIR must provide the information required by Rule 4.17.6(a) to NZX (not for public release) at
least five Business Days before the Ex Date for the Rights Offer (to the extent that such
information is available).
c. AIR must release through MAP the information required by Rule 4.17.6(a) no later than the
announcement date for the Rights Offer.
d. That the conditions and implications of this waiver are disclosed in the Offer Document.
e. That the conditions and implications of this waiver are disclosed in AIR's next annual report.
Reasons
6. In coming to the decision to provide the waiver of Rule 4.17.6(a) set out in paragraph 4 above, NZ
RegCo has considered that:
a. The policy of Listing Rule 4.17.6(a) is to allow investors to receive notice of an offer and trade in
and out of their entitlement. The Rights Offer, as part of the broader capital raise, has been
signalled to the market for an extended period of time, so investors have had sufficient
opportunity to trade in or out of the Shares. AIR has submitted, and NZ RegCo has no reason
not to accept, that the granting of this waiver to reduce the relevant minimum five Business Day
notice period by two Business Days will not unduly prejudice shareholders.

b. In the case of Accelerated Offers, Listing Rule 4.4.2(e) removes the notice period entirely,
meaning that shareholders have no ability to trade in and out of their entitlement. AIR has
submitted, and NZ RegCo has no reason not to accept, that this has become the standard

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timeframe for Accelerated Offers, placements and share purchase plan transactions, and one
with which investors in New Zealand and overseas are familiar with.
c. Under the terms of the Rights Offer, all eligible shareholders will have a rights trading period of
14 Business Days to trade their rights, and a period of 16 Business Days to participate in the
Rights Offer. AIR has submitted, and NZ RegCo has no reason not to accept, that the rights
trading period and offer period are sufficient periods to allow eligible shareholders to trade their
rights and/or participate in the Rights Offer.
d. There is precedent for this decision, in the case of Accelerated Offers under the NZX Listing
Rules and in the case of Rights Issues under the temporary class waiver from Rule 4.17.6(a)
dated 19 March 2020.

Waiver from Listing Rule 5.1.1
Decision
7. Subject to the conditions set out in paragraph 8 below, and on the basis that the information
provided by AIR is complete and accurate in all material respects, NZ RegCo grants AIR a waiver
from Rule 5.1.1 to the extent required to allow AIR to enter into and perform the AIR Debt
Arrangements without needing to obtain shareholder approval.
8. The waiver in paragraph 7 is provided on the following conditions:
a. That two Independent Directors of AIR must certify (on behalf of the AIR Board) that:
i. the AIR Debt Arrangements have been and will be negotiated on an arms' length basis;
ii. entry into the AIR Debt Arrangements is in the best interests of all AIR shareholders
(other than the Crown); and
iii. entry into the AIR Debt Arrangements is not a major transaction for AIR requiring
shareholder approval for the purposes of the Companies Act 1993.
b.
That the conditions and implications of this waiver are disclosed in the Offer Document.
c. That the conditions and implications of this waiver are disclosed in AIR's next annual report.
d. That the entry into and performance of the New Crown Loan is ratified by Ordinary Resolution
by 31 December 2022 with:
i. a notice of meeting having been provided to shareholders in accordance with the Rules;
and
ii. NZX having provided written confirmation to AIR that it does not object to the notice of
meeting prior to dispatch of the notice of meeting,
provided that this condition in this sub-paragraph (c) will be deemed to have been satisfied upon
the New Crown Loan being terminated.

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Reasons
9. In coming to the decision to provide the waiver of Rule 5.1.1 set out in paragraph 7 above, NZ
RegCo has considered that:
a. The policy behind Rule 5.1.1 is to regulate those transactions which will significantly change the
nature of an Issuer's business or which have a value that represents a majority of the equity that
investors hold in the Issuer and, as a result, are deemed to be so significant to the Issuer, and
therefore so likely to impact shareholders' interests, that shareholders should have an
opportunity to consider the transaction and exercise their right to vote before the transaction can
take effect. AIR has submitted, and NZ RegCo has no reason not to accept, that the granting of
this waiver will not offend the policy behind Rule 5.1.1.
b. The major transaction provisions of the Companies Act 1993 provide that transactions with the
value of which exceed 50% of the value of the company's assets must be approved by a special
resolution of shareholders, or be contingent upon such approval. This requirement cannot be
waived. Accordingly, shareholders are afforded the protections of the Companies Act 1993 for
transactions that are significant compared to the value of the company's assets, and will have
the opportunity to vote on these transactions. In this instance, the entry into the AIR Debt
Arrangements by AIR does not trigger this requirement and AIR shareholder approval is not
required by the Companies Act 1993. The conditions of the waiver require the Independent
Directors of AIR to give a certification to this effect.
c. The entry into or performance of the AIR Debt Arrangements by AIR will not change the
essential nature of the business of AIR.
d. AIR submits, and NZ RegCo has no reason not to accept, that the AIR Debt Arrangements are
in the best interests of the shareholders (other than the Crown).
e. The AIR Debt Arrangements have been negotiated on an arms' length basis. The conditions of
the waiver require the Independent Directors of AIR to give a certification to this effect.
f. NZ RegCo notes that if AIR was to convene a shareholder meeting in the manner contemplated
under Rule 5.1.1, the Crown would not be restricted by Rule 6.3.1 from voting on the Ordinary
Resolution to approve the entry into the AIR Debt Arrangements. Given the Crown's 51.9%
shareholding it would be able to control the outcome of that vote.
g. The New Crown Loan (as part of the AIR Debt Arrangements) is being entered into in
conjunction with the Rights Offer and will replace the existing Amended Facility which will be
repaid and cancelled using part of the proceeds of the Rights Offer. AIR submits, and NZ
RegCo has no reason not to accept, that all material information about the AIR Debt
Arrangements has been released to market in connection with the Rights Offer.
h. There is precedent for this decision, including the waiver decisions granted to AIR on 19 March
2020, 30 April 2021, 30 September 2021 and 14 December 2021.

Waiver from NZX Listing Rule 5.2.1
Decision
10. Subject to the conditions set out in paragraph 11 below, and on the basis that the information
provided by AIR is complete and accurate in all material respects, NZ RegCo grants AIR a waiver

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from Rule 5.2.1 to the extent required to allow AIR to enter into and perform the New Crown Loan
without needing to obtain shareholder approval.
11. The waiver of Rule 5.2.1 in paragraph 10 above is provided on the following conditions:
a. That two Independent Directors of AIR must certify (on behalf of the AIR Board) that:
i. the New Crown Loan has been, and will be, negotiated on an arms' length basis;
ii. entry into the New Crown Loan is in the best interests of all AIR shareholders (other than
the Crown); and
iii. the Crown, as the majority shareholder in AIR, has not influenced the AIR Board's
decision to enter into the New Crown Loan.
b. That the conditions and implications of this waiver are disclosed in the Offer Document.
c. That the conditions and implications of this waiver are disclosed in AIR's next annual report.
Reasons
12. In coming to the decision to provide the waiver of Rule 5.2.1 set out in paragraph 10 above, NZ
RegCo has considered that:
a. Rule 5.2.1 seeks to regulate transactions where a Related Party to a Material Transaction may
exercise undue influence to gain favourable consideration due to its relationship with the Issuer.
NZ RegCo has noted in the NZX Guidance Note on Major and Related Party Transactions that
it may waive the requirement to obtain approval of a Material Transaction if it is satisfied that the
personal connections with, or involvement or personal interest of any Related Party are
immaterial or plainly unlikely to have influenced the promotion of, or the decision to enter into,
the transaction or its terms or conditions. AIR has submitted, and NZ RegCo has no reason not
to accept, that the granting of this waiver will not offend the policy behind Rule 5.2.1.
b. AIR has submitted, and NZ RegCo has no reason not to accept, that the Crown (as the Related
Party) is unlikely to have had any influence over AIR's decision to enter into the New Crown
Loan (other than in its capacity as an arms' length counter-party negotiating the terms) as:
i. the need for the New Crown Loan (in the same manner as the Crown Loan Facility and then
the Amended Facility) arose as a result of external factors currently adversely affecting AIR,
namely the travel restrictions in New Zealand and other countries and reduced demand for
travel as a result of the COVID-19 virus;
ii. the New Crown Loan is being entered into in conjunction with the Rights Offer, and will
replace the existing Amended Facility which will be repaid and cancelled using part of the
proceeds of the Rights Offer. AIR submits, and NZ RegCo has no reason not to accept, that
all material information about the New Crown Loan has been released to market in
connection with the Rights Offer;
iii. each of AIR and the Crown has been involved (through their respective advisers) in its own
assessment of capital and liquidity needs for AIR, resulting in the decision taken by AIR and
the Crown to enter into the New Crown Loan;
iv. the New Crown Loan is in the best interests of all of AIR's shareholders (other than the
Crown);

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v. while the Crown is the majority shareholder in AIR, it is not involved in AIR's business
operations; and
vi. while the Crown does vote its shares to approve the appointment of directors (and is
consulted on appointments), it has not selected or appointed directors to the Board.
c. The condition at paragraph 11(a) provides comfort that any decision to enter into the New
Crown Loan will be considered on an arms' length basis, that the New Crown Loan will be in the
best interests of all AIR shareholders (other than the Crown), and that the Crown's connection
as the majority shareholder in AIR has not influenced the AIR Board's decision to enter into the
New Crown Loan.
d. There is precedent for this decision, including the waiver decisions granted to AIR on 19 March
2020, 30 April 2021, 30 September 2021 and 14 December 2021.

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Appendix One
1. Air New Zealand Limited (NS) (AIR) is a Listed Issuer with Equity Securities Quoted on the NZX Main
Board, and Debt Securities quoted on the NZX Debt Market.
2. The COVID-19 virus has had a material adverse impact on AIR's operations and financial
performance and position, due to travel restrictions in New Zealand and other countries and reduced
demand for air travel.
3. As announced on:
a. 27 May 2020, AIR entered into a debt funding agreement with the Crown (the Crown Loan
Facility). NZ RegCo granted waivers from Rule 5.1.1 and Rule 5.2.1 on 19 March 2020 to
permit AIR to enter into the Crown Loan Facility without shareholder approval; and
b. 10 May 2021, AIR entered into an amendment to the Crown Loan Facility (the Amended
Facility). Further amendments were made to the Amended Facility in September and
December 2021. NZ RegCo granted waivers from Rule 5.1.1 and Rule 5.2.1 on 30 April 2021,
30 September 2021 and 14 December 2021 to permit AIR to enter into and further amend the
Amended Facility without shareholder approval.
4. Since then, AIR has continued to work with the Crown and its advisers on the airline's capital
structure and funding needs, with a view to completing an equity capital raise by the end of March
2022 or shortly thereafter (subject to market conditions).
Offer
5. AIR is considering a potential offer of fully paid ordinary shares in AIR (Shares) comprising:
a. a pro-rata renounceable rights offer to eligible shareholders in New Zealand, Australia and
selected other jurisdictions (the Rights Offer); and
b. a bookbuild in respect of any Shares attributable to rights not taken up under the Rights Offer
(Shortfall Bookbuild),
(the Offer).
6. The Offer will be made in New Zealand in reliance on the quoted financial product exclusion set out in
clause 19 of schedule 1 of the Financial Markets Conduct Act 2013.
7. AIR will prepare an offer document in connection with the Offer (Offer Document). The Shares will
be offered under the Rights Offer at a fixed offer price, to be determined immediately prior to the
launch of the Offer (Rights Offer Price). The Shares issued under the Shortfall Bookbuild will be at a
price determined in the Shortfall Bookbuild, provided that the price will not be below the Rights Offer
Price.
8. The Rights Offer will be a pro-rata offer made under Rule 4.3.1. The rights under the Rights Offer will
be Quoted. The Rights Offer will not have any accelerated features.
9. Ineligible shareholders and shareholders who did not take up or trade their rights will be given the
opportunity to obtain value through the Shortfall Bookbuild. Any premium raised in the Shortfall
Bookbuild above the Rights Offer Price would be returned to such shareholders. The issue of shares
offered in the Shortfall Bookbuild will be made under Rule 4.4.1(a).
10. All eligible shareholders will be entitled to participate in the Shortfall Bookbuild through applying for
additional shares as part of their application under the Rights Offer or through applying via a broker
invited to participate in the Shortfall Bookbuild.

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11. Any Shares offered under the Shortfall Bookbuild that are not allocated to investors at a price that is
at least equal to the Rights Offer Price under the Rights Offer will be dealt with in accordance with the
terms of an underwriting agreement between UBS New Zealand Limited and Citigroup Global
Markets Limited (Underwriters) and AIR.
12. The Sovereign in right of New Zealand acting by and through the Minister of Finance (the Crown)
holds 51.9% of the issued share capital of AIR. The Crown has indicated to AIR that it will commit to
participate in the Rights Offer on the basis that it will hold 51.0% of the Shares on issue (including
treasury stock) upon completion of the Offer (Crown Commitment). The Crown's subscription for
Shares in the Rights Offer in accordance with the Crown Commitment will be on the same terms as
all other eligible shareholders as set out in the Offer Documents (including the Rights Offer Price). A
letter will be entered into between the Crown and AIR prior to launch of the Offer recording the terms
of the Crown Commitment (the Crown Commitment Letter). A copy of that Crown Commitment
Letter will be made public.
Debt Arrangements
13. In connection with the Offer, it is proposed that:
a. the Amended Facility is repaid in full using part of the net proceeds raised under the Offer, and
accordingly that it is cancelled upon completion of the Offer, and
b. AIR announces at the time of launch of the Offer the entry into of binding, conditional facility
documentation in respect of an unsecured revolving facility of $400 million available until 30
January 2026 for general working capital expenses (including repayment of all amounts
outstanding under the existing Crown facility agreement) and subject to certain exceptions
(New Crown Loan).
14. It is also proposed that an Australian dollar denominated medium term note (AMTN) will be issued by
AIR following the Offer during the course of 2022 (the AMTN Issuance, together with the New Crown
Loan, the AIR Debt Arrangements).
15. Any borrowing under the New Crown Loan and the issuance of the AMTN will be conditional on,
amongst other things:
a. AIR successfully completing the Offer on terms acceptable to the Crown;
b. the Amended Facility being repaid and cancelled; and
c. NZX granting waivers from Rules 5.1.1 and 5.2.1 to permit AIR to enter into and perform the
AIR Debt Arrangements.
Waiver from NZX Listing Rule 4.17.6(a) – Further Information
16. For an application to NZX for Quotation of Rights under a Rights issue, Rule 4.17.6(a) requires an
Issuer to release through MAP a notice in a manner and form required by NZX (including a QFP
notice unless it has already been released through MAP) at least five Business Days before the Ex
Date for the Rights issue.
17. The board of directors of AIR (the Board) wish to conduct the Offer in a manner where its
shareholders are provided with sufficient opportunity to trade their rights and/or participate in the
Rights Offer, whilst at the same time reducing the overall timetable as far as possible to increase the
likelihood of the Offer successfully completing and not being impacted by an intervening material
adverse event. This is because AIR remains susceptible to the impacts of COVID-19 and associated
global lock-down measures, including travel restrictions, social distancing requirements and border
closures
.

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18. The waiver would reduce the notice period under Rule 4.17.6(a) from a minimum of five Business
Days to a minimum of two Business Days, thereby reducing the overall timetable by three Business
Days but still giving shareholders sufficient time to trade in and out of their entitlements.
Waiver from NZX Listing Rule 5.1.1 – Further Information
19. The AIR Debt Arrangements will be a Major Transaction for the purposes of Rule 5.1.1 because they
will involve AIR entering into a series of transactions with a Gross Value in excess of 50% of its
Average Market Capitalisation (including various transaction costs in connection with the New Crown
Loan and the AMTN Issuance).
20. The Crown is a Related Party of AIR under limb (b) of the definition of “Related Party” under the
Rules because the Crown is a 51.9% shareholder of AIR exceeding the 10% threshold.
21. The New Crown Loan has been and will be negotiated on an arms' length basis. All parties are
independently advised. The final terms of the AMTN Issuance will also be set on arms’ length market
terms, and will need to be approved by the AIR Board as being in the best interests of all of AIR’s
shareholders.
22. The waiver would permit AIR to enter into and perform the AIR Debt Arrangements without
shareholder approval.
Waiver from NZX Listing Rule 5.2.1 (New Crown Loan) – Further
Information
23. The New Crown Loan will be a Material Transaction under limb (c) of the definition of “Material
Transaction” under the Rules because they will involve AIR borrowing an amount in excess of 10% of
its Average Market Capitalisation.
24. The Crown is a Related Party of AIR under limb (b) of the definition of “Related Party” under the
Rules because the Crown is a 51.9% shareholder of AIR exceeding the 10% threshold.
25. The New Crown Loan have been and will be negotiated on an arms' length basis. All parties are
independently advised.
26. The waiver would permit AIR to enter into and perform the New Crown Loan without shareholder
approval.

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Appendix Two
Rule 4.17.6(a)
4.17.6 For an application to NZX for Quotation of Rights under a Rights issue of Equity Securities,
notice in a manner and form required NZX must be completed and supplied to NZX through
MAP including any QFP notice (unless the QFP notice has already been released through
MAP). If such Quotation is granted:
(a) such notice must be released through MAP no later than five Business Days before the
Ex Date for the Rights Issue,
...
Rule 5.1 Disposal or Acquisition of Assets
5.1.1 An Issuer must not enter into any transaction, or a related series of transactions, to acquire,
sell, lease (whether as lessor or lessee), exchange, or otherwise (except by way of charge)
dispose of assets where the transaction or related series of transactions:
(a) would significantly change, either directly or indirectly, the nature of the Issuer's
business; or
(b) involves a Gross Value above 50% of the Average Market Capitalisation of the Issuer,
unless the transaction, or related series of transactions, is:
(c) approved by an Ordinary Resolution, or a special resolution if approval by way of
special resolution is required under section 129 of the Companies Act 1993, or
(d) conditional upon such approval required by paragraph (c) above.
Rule 5.2 Transactions with Related Parties
5.2.1 An Issuer shall not enter into a Material Transaction if a Related Party is, or is likely to become:
(a) a direct party to the Material Transaction; or
(b) a beneficiary of a guarantee or other transaction which is a Material Transaction,
unless that Material Transaction is approved by an Ordinary Resolution (such resolution being
subject to the voting restrictions in Rule 6.3) or conditional on such approval.
Glossary (Part A Definitions)
"Ex Date" in relation to a benefit, means the first Business Day before the Record Date for that
benefit, unless NZX determines otherwise.
"Material Transaction" means a transaction, or a related series of transactions, whereby an
Issuer:
...
(c) borrows, lends, pays or receives money, or incurs an obligation of an amount above
10% of the Average Market Capitalisation of the Issuer (except in the case of an issue
of Debt Securities, in which case only the nominal amount of Debt Securities being

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issued to any Related Party or to any Employees of the Issuer are to be taken into
account),
(d) enters into any guarantee, indemnity, underwriting, or similar obligation, or gives any
security, which could expose the Issuer to liability above 10% of the Average Market
Capitalisation of the Issuer,
(e) provides or obtains any services (including the underwriting of Financial Products or
services as an Employee) where the gross cost to the Issuer in any financial year is
likely to exceed an amount equal to 1% of the Average Market Capitalisation of the
Issuer, or
...
"Record Date" means the time fixed by an Issuer for the determination of the Financial Product
holders to whom an entitlement, right or obligation relating to the Financial Products of that
Issuer applies.
"Related Party" means a person who, at the time of a Material Transaction, or at any time
within the previous six months, was:
...
(b) the holder of a Relevant Interest in 10% or more of a Class of Equity Securities of the
Issuer carrying Votes.