Rights Offer – Letter to ineligible shareholders

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


6 April 2022


Rights Offer – letter to ineligible shareholders

Air New Zealand has sent the attached letter to shareholders who are ineligible to
participate in the Rights Offer.


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


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 April 2022

Dear Shareholder(s),
Air New Zealand Limited Rights Offer – Notification to Ineligible Shareholders
On 30 March 2022, Air New Zealand Limited (Air New Zealand) announced an intention to undertake
a renounceable rights offer (the Rights Offer) of new fully paid ordinary shares in Air New Zealand
(each a New Share, together New Shares) to raise NZ$1.2 billion, the proceeds of which will be used
by Air New Zealand to repay the existing Crown loan, strengthen its balance sheet, improve liquidity
and help position itself for recovery.
Under the Rights Offer, for each existing share held in Air New Zealand at 7.00pm (NZST) / 5.00pm
(AEST) on 5 April 2022 (the Record Date) an Eligible Shareholder will receive one right to subscribe
for 2 New Shares at the offer price of NZ$0.53 per New Share (or A$0.49 per New Share) (a Right).
Eligible Shareholders who take up their Rights in full also have the opportunity to apply for additional
New Shares in a shortfall bookbuild process (the Shortfall Bookbuild).
Under the terms of the Rights Offer, you are an Ineligible Shareholder (as defined below) and,
accordingly, you are not eligible to subscribe for New Shares, nor will you be sent a copy of the Offer
Document prepared for the Rights Offer dated 30 March 2022 (Offer Document).
This letter is to inform you about the Rights Offer and explain why you are not able to subscribe for
New Shares under the Rights Offer. This letter is not an offer to issue New Shares to you, nor an
invitation for you to apply for New Shares. You are not required to do anything in response to this
letter. However, you may still receive some benefit from the Rights Offer, as described below.
Who is eligible to participate in the Rights Offer?
An Eligible Shareholder means an Air New Zealand 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;
(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 for the Rights Offer
(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.
Eligible Shareholders in certain jurisdictions outside Australia and New Zealand will be contacted
directly.
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.
Any Air New Zealand shareholder who is not an Eligible Shareholder, is an Ineligible Shareholder.

Why am I not eligible to participate in the Rights Offer?
The Rights Offer is not open to shareholders in all jurisdictions as Air New Zealand considers that it
is unduly onerous and unreasonable for Air New Zealand to make the Rights Offer into those other
jurisdictions. That decision was taken having regard to a number of factors, including the number of
securities held by Ineligible Shareholders, the 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 the
maximum extent permitted by law.
According to our records, you do not satisfy the criteria for an Eligible Shareholder. Consequently,
you will not be sent the Offer Document or be able to subscribe for New Shares.
How may I still receive some benefit from the Rights Offer?
New Shares attributable to Rights not taken up on the closing date of the Rights Offer (being 2 May
2022) including the Rights attributable to Ineligible Shareholders (Unexercised Rights) will be offered
under a Shortfall Bookbuild to Eligible Shareholders who take up their Rights in full and apply for
additional New Shares and to institutional investors. The Shortfall Bookbuild is expected to be
completed on 4 May 2022.
The price at which New Shares will be issued under the Shortfall Bookbuild is the Bookbuild Price.
The Bookbuild Price will be determined by Air New Zealand in consultation with the underwriters for
the Rights Offer (the Underwriters) (each acting reasonably) on 4 May 2022 and will be equal to or
above the Offer Price. There is no limit to the Bookbuild Price. The proceeds from each New Share
issued under the Shortfall Bookbuild (if any) will be paid as follows:
• the Offer Price of NZ$0.53 will be paid to Air New Zealand; and
• any amount per New Share, if any, by which the Bookbuild Price exceeds the Offer Price
(Premium) will be paid (net of any amounts required to be withheld) to the holders of
Unexercised Rights (including Ineligible Shareholders) in proportion to their holdings of
Unexercised Rights. Ineligible Shareholders will be deemed to hold the number of Rights they
would have received if they were Eligible Shareholders for the purpose of calculating the
amount of any Premium payable to them.
Payment of the Premium (if any) is expected to be made by 16 May 2022. Link Market Services
Limited, the Registrar, will remit the Premium on behalf of Air New Zealand, if any, net of any amounts
required to be withheld:
• in New Zealand dollars; or
• for those shareholders who receive dividends in Australian dollars, in Australian dollars at the
A$:NZ$ exchange rate published by the Reserve Bank of New Zealand on its website at 3.00pm
(NZST) on 3 May 2022,
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.
No fees or costs will be payable by any shareholder, and no interest will be collected or paid to any
shareholder on any Premium payable. There is no guarantee that any Premium will be realised from
the Shortfall Bookbuild. The Premium may be zero, in which case no payment will be made to the
holders of the Unexercised Rights attributable to the New Shares sold in the Shortfall Bookbuild.
The ability to sell New Shares attributable to Unexercised Rights in the Shortfall Bookbuild and the
ability to obtain any Premium will be dependent upon various factors, including market conditions.

Further, the Premium (if any) may not be the highest bid for the New Shares, but will be determined
having regard to a number of factors.
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 or any movements in exchange rates, if
exchanging the Premium into Australian dollar funds. Air New Zealand and the Underwriters reserve
the right to allocate New Shares under the Shortfall Bookbuild at their discretion.
While the Rights Offer is not able to be made to you, we thank you for your continued support of Air
New Zealand.
On behalf of
Air New Zealand Limited



Dame Therese Walsh
Chair
Greg Foran
CEO




This letter does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or
financial product and neither this letter nor anything attached to this letter shall form the basis of any contract or
commitment. In particular, this letter does not constitute an offer to sell, or the solicitation of an offer to buy,
securities in the United States or in any other jurisdiction in which such an offer would be illegal.

No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in
any jurisdiction outside New Zealand and Australia. The Rights and the New Shares have not been, and will not
be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or
other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States
or to any person that is acting for the account or benefit of a person in the United States, except in transactions
exempt from, or not subject to, registration under the U.S. Securities Act and applicable securities laws of any
state or other jurisdiction of the United States.