Air New Zealand 2022 Notice of Annual Meeting

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


MARKET ANNOUNCEMENT

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


24 August 2022

Air New Zealand 2022 Notice of Annual Meeting

Air New Zealand shareholders are invited to join the Annual Shareholders’ Meeting 2022 which
will be held at the Ellerslie Event Centre – Tote on Ascot, 100 Ascot Avenue, Remuera,
Auckland on Thursday 22 September 2022 at 2.00pm. Shareholders can also join the meeting
via an online platform.

The Notice of Meeting and Voting Form are attached. An electronic copy of these documents is
available on the company’s website: https://www.airnewzealand.co.nz/annual-meeting.

The Notice of Meeting and Voting Form are being emailed to shareholders who have provided
the company’s share registrar with an email address and will be mailed in hard copy where the
share registrar does not hold a shareholder’s email address.

Guidance on meeting participation is included in the Notice of Meeting. Shareholders attending
online will be able to access the meeting link and Portal Guide from the Company’s website,
https://www.airnewzealand.co.nz/annual-meeting.

Shareholders joining via the online platform will be able to vote and ask questions during the
meeting. You will require your shareholder number (found on your proxy form) for verification
purposes. Questions can be submitted in advance of the meeting using the proxy form, or
during the meeting by asking questions via the online platform. The Chairman will answer as
many of the most frequently asked questions as possible during the meeting.

Shareholders can also appoint a proxy and direct their votes in advance of the meeting. Please
see the Notice of Meeting for instructions.


Ends.

This announcement is authorised for release on the NZX and ASX by:
Jennifer Page
General Counsel & Company Secretary
jennifer.page@airnz.co.nz


For investor relations questions, please contact:
Kim Cootes
Head of Investor Relations
kim.cootes@airnz.co.nz
+64 27 297 0244

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24 August 2022
Kia Ora Shareholder
2022 Annual Meeting
I am pleased to invite you to attend our Annual Meeting on 22 September 2022. This meeting is
your chance to hear first-hand from our Board and senior executives and to ask questions about the
business you have invested in.
In addition to the important task of electing directors, as shareholders you will have the opportunity
to hear from us and ask questions about the events of the past year, as well as plans for the ongoing
recovery and strategy of the business. There are also two resolutions for shareholders to consider,
in relation to ratifying loans provided by the Crown during the last finacial year. Details are more fully
set out in the Notice of Meeting.
Following the lockdowns and disruptions of the past two years, we are looking forward to being able
to host a hybrid meeting, giving shareholders the opportunity to gather both physically and virtually.
I hope you will be able to join us.
All our shareholders, regardless of location, can participate in the Annual Meeting online at
airnewzealand.co.nz/annual-meeting. At this site you will also find meeting materials, including
guides for online attendance and smartphone voting options. You will be able to hear and view the
meeting on your own computer or mobile device, vote on resolutions and ask questions.
Thank you for your continued support of Air New Zealand.
Ngā mihi
Dame Therese Walsh
Chair
Air New Zealand
Air New Zealand Limited
185 Fanshawe Street, Private Bag 92007, Auckland 1142, New Zealand
Facsimile 64 9 336 2401, Telephone 64 9 336 2400
Also registered in Australia under ABN 70 000 312 685

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NOTICE OF
ANNUAL
MEETING
2022
Commencing at:
2:00pm, Thursday 22 September 2022

Notice of meeting
Notice is given that the Annual Meeting of Air New Zealand Limited
(the “Company” or “Air New Zealand”) will be held at:
Ellerslie Event Centre – Tote on Ascot
100 Ascot Avenue, Remuera, Auckland
on Thursday, 22 September 2022 commencing at 2:00pm.
*For map please see page opposite.
Business
• CHAIR’S ADDRESS
• BOARD COMMITTEE CHAIRS’ REPORTS
• CHIEF EXECUTIVE OFFICER’S REVIEW
– RESOLUTION 1: TO RE-ELECT Dame Therese Walsh
Dame Therese Walsh retires by rotation and, being eligible, stands for
re-election (see Explanatory Notes for profile).
– RESOLUTION 2: TO RE-ELECT Jonathan Mason
Jonathan Mason retires by rotation and, being eligible, stands for
re-election (see Explanatory Notes for profile).
– RESOLUTION 3: TO RATIFY the entry into and performance by
the Company of the Amended Crown Loan Facility
(See Explanatory Notes for information in relation to the Amended
Crown Loan Facility and the background to this resolution).
– To consider and, if thought fit, pass the following ordinary resolution:
“That the Shareholders ratify the entry into and performance by the
Company of the Amended Crown Loan Facility, as described in the
Explanatory Notes accompanying the Notice of Meeting.”
– RESOLUTION 4: TO RATIFY the entry into and performance by
the Company of the New Crown Loan Facility
(See Explanatory Notes for information in relation to the New Crown
Loan Facility and the background to this resolution).
– To consider and, if thought fit, pass the following ordinary resolution:
“That the Shareholders ratify the entry into and performance by
the Company of the New Crown Loan Facility, as described in the
Explanatory notes accompanying the Notice of Meeting.”
• SHAREHOLDER QUESTIONS
By Order of the Board
Jennifer Page
General Counsel and Company Secretary
Auckland, New Zealand
24 August 2022
1
AIR NEW ZEALAND GROUPAIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2022
Location map
GREENLANE EAST
S TAT E H I G H WAY 1
GREAT SOUTH ROAD
GREAT SOUTH ROAD
ASCOT AVE
CAMPBELL ROAD
MATAI ROAD
ADAM STREET
WOODBINE AVE
CLONBERN ROAD
ST VINCENT AVE
OHINERAU STREET
ASCOT AVE
TOTE ON
ASCOT
100 Ascot Ave
Remuera
WALPOLE STREET
WAIRAKEI STREET
For your convenience complimentary parking
is available onsite at the venue

Online Proxy and Postal Voting
Shareholders can elect to lodge their proxy appointment or postal vote
online. You will need to go to the website of our share registrar, Link
Market Services Limited: vote.linkmarketservices.com/AIR
Holders on the New Zealand register will be required to enter their CSN/
Holder number and FIN and follow the instructions from there.
Holders on the Australian register will be required to enter their Holder
number and postcode and follow the instructions from there.
Ordinary resolutions
All of the resolutions to be considered at the Annual Meeting will be
considered as separate ordinary resolutions. To be passed, each of the
resolutions requires the approval of a simple majority of the votes cast by
the holders of the ordinary shares entitled to vote and voting.
Virtual Annual Meeting
Shareholders and proxy holders entitled to attend and vote at the
Annual Meeting will be able to attend the Annual Meeting in person, or
participate in the Annual Meeting virtually via an online platform provided
by the Company’s share registrar, Link Market Services Limited at
airnewzealand.co.nz/annual-meeting
Shareholders attending and participating in the Annual Meeting virtually
via the online platform will be able to vote and ask questions during the
Annual Meeting. More information regarding virtual attendance at the
Annual Meeting is available in the Virtual Annual Meeting Online Portal
Guide available on our website (airnewzealand.co.nz/annual-meeting).
Shareholder questions prior to the
Annual Meeting
Shareholders present at the Annual Meeting will have the opportunity
to ask questions during the meeting. If you cannot attend the Annual
Meeting but would like to ask a question you can submit a question by
completing the Question section on the Proxy / Postal Voting Form and
returning it to Link Market Services Limited in the reply paid envelope
enclosed, or online by going to: vote.linkmarketservices.com/AIR. After
completing the online validation process choose ‘Questions’. Questions
must be received by Link Market Services Limited or submitted online by
2:00pm on Tuesday 20 September 2022.
The Company’s external auditor, Deloitte, will be available at the Annual
Meeting to answer questions from shareholders relevant to their audit of
the Company’s financial statements.
Procedural Notes (continued)
Persons entitled to vote
The persons who will be entitled to vote at the Annual Meeting are those
persons (or their proxies or representatives) registered as holding
ordinary shares
1
on the Company’s share register at 5:00pm on Tuesday,
20 September 2022.
There are no restrictions on any shareholder or group of shareholders
(including the Crown) to prevent them from exercising their vote on any
of the resolutions being considered at the meeting.
Proxies and Corporate Representatives
Shareholders entitled to attend and vote at the Annual Meeting may
appoint a proxy or, in the case of a corporate shareholder, a representative
to attend and vote on their behalf. A proxy need not be a shareholder of
the Company. You may, if you wish, appoint ‘The Chair of the Meeting’
as your proxy by filling in the proxy form to that effect. A Proxy / Postal
Voting Form, with which you can appoint a proxy, is enclosed with this
Notice of Meeting. If the Chair is not instructed how to vote, she will vote in
favour of all resolutions.
Postal voting
Shareholders entitled to attend and vote at the Annual Meeting may
cast a postal vote instead of attending in person or appointing a proxy
to attend. The General Counsel and Company Secretary has been
authorised by the Board to receive and count postal votes at the Annual
Meeting. A Proxy / Postal Voting Form, with which you can cast a postal
vote, is enclosed with this Notice of Meeting.
Return of Proxy / Postal Voting Forms
Proxy / Postal Voting Forms must be received at the office of the
Company’s share registrar, Link Market Services Limited, by 2:00pm
on Tuesday 20 September 2022. Please see the front page of the
Proxy / Postal Voting Form on how to return your proxy or postal vote.
Procedural Notes
32
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2022AIR NEW ZEALAND GROUP
1
Other than the Kiwi Share

Explanatory NotesExplanatory Notes (continued)
Re-election of Directors
(Resolutions 1 and 2)
The Constitution and the NZX Listing Rules identify the directors who
must retire by rotation at the Annual Meeting.
The Board has determined that each of the directors seeking re-election
at the Annual Meeting is an independent director as defined in the
NZX Listing Rules.
54
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2022AIR NEW ZEALAND GROUP
RESOLUTION 1:
Re-election of:
Dame Therese Walsh
DNZM, BCA, FCA
Appointed 1 May 2016.
Last elected 25 September 2019.
Chair
Dame Therese Walsh is an independent director and Chair of Air New
Zealand Ltd. She is also the Chair of ASB Bank Ltd., Chair of the Chapter
Zero NZ steering group and a director of Antarctica New Zealand.
Previously she was the Head of New Zealand for the ICC Cricket World Cup
2015, and the Chief Operating Officer for Rugby New Zealand 2011 Ltd.
She has also been Chair of TVNZ Ltd., Pro Chancellor of Victoria University
Wellington, a director of NZX Ltd., Contact Energy Ltd., NZ Cricket and
Save the Children NZ, Trustee of the Wellington Regional Stadium, Chief
Financial Officer at the New Zealand Rugby Union and part of the team
that worked on the winning bid to host Rugby World Cup 2011. Prior to this
she was an auditor at KPMG.
Dame Therese is a Fellow of the Institute of Chartered Accountants and
a commerce graduate from Victoria University. In 2013, she was named
the inaugural supreme winner of the Women of Influence Awards and was
awarded a Sir Peter Blake Trust Leadership Award in 2014. She became a
Dame Companion of the New Zealand Order of Merit in June 2015.
RESOLUTION 2:
Re-election of:
Jonathan Mason
BBA, MA, MBA
Appointed 1 March 2014.
Last elected 25 September 2019.
Chair of the People, Remuneration and
Diversity Committee and member
of the Audit & Risk Committee.
Mr Mason has more than 30 years’ experience in the financial sector,
with an emphasis on emerging markets.
Prior to joining Air New Zealand’s Board in March 2014, he was Fonterra
Co-operative Group’s Chief Financial Officer from 2009.
Mr Mason has had governance experience for organisations in both New
Zealand and the United States. His current directorships include Vector
Limited, Westpac New Zealand Limited and Zespri Group Limited, and he
is a member of the University of Auckland Council. Mr Mason also serves
as an Adjunct Professor of Management at the University of Auckland,
specialising in international finance.
Mr Mason has advised his intention to step down from the Board in 2023.

Explanatory Notes (continued)Explanatory Notes (continued)
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2022AIR NEW ZEALAND GROUP
Ratification of Amended Crown
Loan Facility and Ratification of
New Crown Loan Facility
(Resolutions 3 and 4)
Resolutions 3 and 4 will be considered as separate ordinary resolutions.
They are described together in the Explanatory Notes set out below as
both resolutions relate to financial support provided to Air New Zealand
by the Crown in response to the impact of the Covid-19 pandemic.
Definitions
The capitalised terms set out in the table below are used in this Notice
of Meeting.
Amended Crown
Loan Facility
The Original Crown Loan Facility, as amended and
restated on 10 May 2021, subsequently amended
pursuant to a letter of amendment dated 30
September 2021 and most recently amended and
restated on 13 December 2021.
New Crown
Loan Facility
The facility agreement dated 30 March 2022
between the Company and the Crown in respect of
a new unsecured revolving facility of $400 million
(to replace the Amended Crown Loan Facility).
Original Crown
Loan Facility
The debt funding agreement dated 27 May 2020
between the Crown and the Company.
Introduction
NZX Listing Rule 5.1.1 requires an issuer (such as the Company) to obtain
shareholder approval to enter into a transaction, or related series of
transactions, to acquire, sell, lease, exchange or otherwise dispose of
assets if the transaction (or related series of transactions) involves a Gross
Value of more than 50% of the Average Market Capitalisation of the issuer.
To date, the Company has received a series of waivers from Listing
Rule 5.1.1 to enable it to enter into and receive funding under certain
loan arrangements with the Crown without the need for prior
shareholder approval.
76
The most recent waivers granted by NZ RegCo (a regulatory entity within
the NZX group) on 14 December 2021 and 30 March 2022 are subject to
the condition that the entry into and performance of the Amended Crown
Loan Facility and the New Crown Loan Facility are ratified by ordinary
resolution no later than 31 December 2022
1
.
The requirement to call a shareholders’ meeting to ratify entry into the
Amended Crown Loan Facility and the New Crown Loan Facility was
referred to in an announcement by Air New Zealand on 30 March 2022
2
.
That announcement contained a statement that the Crown had confirmed
to Air New Zealand prior to the announcement, its intention to vote in
favour of those ratification resolutions.
Resolutions 3 and 4 will be considered at the Annual Meeting to comply
with the conditions of the waivers granted by NZ RegCo.
Original Crown Loan Facility, Subscription
Agreement for Redeemable Shares and
Amended Crown Loan Facility
As shareholders will know, the impacts of Covid-19 and associated global
lock-down measures, including travel restrictions, social distancing
requirements and border closures have had an unprecedented adverse
impact on Air New Zealand’s operations and financial performance
and position (as reflected in Air New Zealand’s series of market
announcements since mid-March 2020).
As a result, Air New Zealand entered into the Original Crown Loan
Facility with the Crown in May 2020. Under the terms of the Original
Crown Loan Facility, the Crown provided a stand-by loan facility of up
to $900 million to support Air New Zealand to manage the impact of
Covid-19 on its business.
In light of the continuing adverse impacts of Covid-19 on Air New Zealand,
Air New Zealand and the Crown entered into certain documents to
address Air New Zealand’s further financial support requirements during
the period up to the completion of the Equity Raise (defined below) which:
• allowed Air New Zealand to issue up to $1 billion of non-preferential
non-voting redeemable shares (Redeemable Shares) to the Crown
pursuant to the terms of a subscription agreement (Subscription
Agreement) entered into between Air New Zealand and the Crown
(Debt Issuance); and
• amended certain other terms of the loan arrangements between
Air New Zealand and the Crown (as reflected in the Amended Crown
Loan Facility).
Air New Zealand has issued $600 million of the Redeemable Shares
to the Crown pursuant to the Subscription Agreement. To date,
$400 million of the Redeemable Shares have been repaid and cancelled
and $200 million of the Redeemable Shares remain on issue.
1
The full conditions of each of the waivers can be found at the following links:
https://www.nzx.com/announcements/384619 and
https://www.nzx.com/announcements/389771
2
See NZX announcement: https://www.nzx.com/announcements/389769
for further details.

AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2022AIR NEW ZEALAND GROUP
98
Explanatory Notes (continued)Explanatory Notes (continued)
No further issue of Redeemable Shares is permitted under the terms of
the Subscription Agreement now that the Equity Raise has completed.
The key terms of the Redeemable Shares are set out below.
Conditions for
subscription
At the time the Subscription Agreement was
entered into, Air New Zealand could call for
the Crown to subscribe for up to $1 billion
of Redeemable Shares once at least $850
million was drawn under the Amended Crown
Loan Facility.
No further issue of Redeemable Shares is
permitted under the terms of the Subscription
Agreement now that the Equity Raise
has completed.
Redeemable
at Air New
Zealand’s option
The Redeemable Shares are redeemable at
Air New Zealand’s option at any time, with a
scheduled redemption date of 14 December 2046
(as may be extended in accordance with the
terms and conditions of the Redeemable Shares).
Distribution
payable
A distribution is payable quarterly to the Crown
at a base rate, plus a margin of 3.5% until
31 December 2023. The margin over the base
rate steps up to 5.5% from 1 January 2024 until
31 December 2026 and steps up to 7.5% from
1 January 2027.
The base rate is the 3 month rate designated
“FRA” rate displayed as calculated and
published by the New Zealand Financial Markets
Association (3 month BKBM Rate) on the first
day of each quarter.
If the 3 month BKBM Rate is not available on the
relevant date, the base rate is calculated by using
linear interpolation by reference to available rates
over a similar period. If the 3 month BKBM Rate
is not calculated or published for any reason, the
base rate is determined by the Crown taking into
account market rates and conditions.
Distribution
deferral at Air
New Zealand’s
option
Air New Zealand has the option to defer
distribution on the Redeemable Shares, and
must do so in certain circumstances, including
upon an insolvency event.
If a distribution has been deferred on the
Redeemable Shares, the unpaid amount of
the distribution cumulates, capitalises and
compounds on each dividend payment date and
will be added to all amounts outstanding to the
Crown. Air New Zealand will not be able to pay
dividends on its quoted ordinary shares during
any period whilst a distribution in respect of the
Redeemable Shares has been deferred.
Non-votingThe Redeemable Shares are non-voting and the
Crown has no ability to convert them to ordinary
shares, so the Crown’s voting rights will not change
as a result of the issue of the Redeemable Shares.
Ranking on
a liquidation
The Redeemable Shares rank equally with
ordinary shares on a liquidation of Air New
Zealand but are capped at a maximum aggregate
amount equal to the aggregate issue price of all
Redeemable Shares on issue and all dividends
which have accrued and cumulated.

Explanatory Notes (continued)Explanatory Notes (continued)
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2022AIR NEW ZEALAND GROUP
1110
The key terms of the Amended Crown Loan Facility entered into on
13 December 2021 (and as announced to the market) were as follows:
Amount$1 billion consisting of a tranche of $850 million
(Tranche A) and a tranche of $150 million
(Tranche B).
MaturityJanuary 2026 (now fully repaid and cancelled).
Type of loanSecured committed standby facility.
PurposeGeneral working capital (with limited exceptions).
Interest rateA base rate plus the margin below.
The base rate is the “FRA” rate displayed as
calculated and published by the New Zealand
Financial Markets Association (BKBM) on the first
day of the relevant interest period. BKBM is
a floating rate and can move up or down.
Initial Tranche A
Margin
2.50% per annum stepping up by 1.50% from the
first date of drawing Tranche B (and stepping
down by 1.50% on and from the date of repayment
and cancellation of Tranche B).
Initial Tranche B
Margin
4.00% per annum.
Line Fee1.00% per annum line fee calculated on the facility
limit of each of Tranche A and Tranche B ($1 billion).
The Amended Crown Loan Facility was repaid and cancelled on 9 May
2022 and replaced with the New Crown Loan Facility (refer below).
However, because of the conditions to the waivers referred to above,
the Company is required to seek shareholder ratification (approval)
of the entry into and performance of the Amended Crown Loan Facility
by Resolution 3.
Recapitalisation and New Crown Loan Facility
On 30 March 2022, Air New Zealand announced its comprehensive
NZ$2.2 billion recapitalisation package. The recapitalisation package
comprised:
• a pro rata renounceable rights offer of ordinary shares to eligible
shareholders to raise NZ$1.2 billion (Equity Raise);
• NZ$600 million of Redeemable Shares to be issued to the Crown under
the Subscription Agreement; and
• the NZ$400 million New Crown Loan Facility to be entered into at the
time of launch of the offer.
A summary of the key terms of the New Crown Loan Facility is as follows:
DurationAvailable until 30 January 2026.
AvailabilityAvailable to use from the close of the Equity Raise
subject to satisfaction of usual conditions.
Type of loanUnsecured 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 fee1.00% 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
issued under the Equity Raise) 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.

Explanatory Notes (continued)Explanatory Notes (continued)
AIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2022AIR NEW ZEALAND GROUP
1312
The New Crown Loan Facility remains in place. To date, Air New Zealand
has not made any drawings under the New Crown Loan Facility. The
conditions to the waivers referred to above require the Company to seek
shareholder ratification (approval) of the entry into and performance of
the New Crown Loan Facility.
On 5 May 2022 Air New Zealand announced completion of its Shortfall
Bookbuild, concluding the Equity Raise. The proceeds were used to repay
the Amended Crown Loan Facility, strengthen the airline’s balance sheet
and help position the airline for recovery.
On 26 May 2022, Air New Zealand also issued notes under an
Australian Medium-Term Notes issuance comprised of two tranches:
A$300 million of 4 year fixed rate bonds maturing on 25 May 2026 and
A$250 million of 7 year fixed rate bonds maturing on 25 May 2029
(the AMTN Issuance, together with the New Crown Loan Facility,
the Air New Zealand Debt Arrangements).
NZX Listing Rule waivers
The reasons for granting the waiver on 14 December 2021 in respect
of the entry into the latest amendments to the Amended Crown
Loan Facility are detailed at the following link: https://www.nzx.com/
announcements/384619

The reasons for granting the waiver on 30 March 2022 in respect of the
entry into the New Crown Loan Facility are detailed at the following link:
https://www.nzx.com/announcements/389771

Directors’ recommendation
Your directors gave careful consideration to the issues and opportunities
associated with the Amended Crown Loan Facility, the Subscription
Agreement for Redeemable Shares and the New Crown Loan Facility, and
their importance to the ongoing recovery of the airline at the time the
arrangements were negotiated and agreed.
The Board is unanimous in its support for the Company’s entry into and
performance of the Amended Crown Loan Facility (now fully repaid and
cancelled), the Subscription Agreement and the New Crown Loan Facility
and those arrangements have been an essential part of Air New Zealand’s
funding as it has navigated and continues to navigate the significant
adverse impacts of the Covid-19 pandemic. Accordingly, the Board
unanimously recommends shareholders vote in favour of Resolution 3 to
ratify the entry into and performance of the Amended Crown Loan Facility
(even though that is now repaid and terminated) and Resolution 4 to ratify
the entry into and performance of the New Crown Loan Facility.
If Resolution 3 or Resolution 4 is not passed, the Company would be
in breach of the conditions of each of the waivers granted to it on 14
December 2021 and 30 March 2022 respectively. If this were to occur,
the Company would discuss the implications with NZ RegCo and agree an
appropriate way forward.
Air New Zealand is confident that these resolutions will pass however,
as the Crown (which holds 51% of Air New Zealand’s ordinary shares)
publicly indicated on 30 March 2022 that it would vote in favour of the
resolutions to ratify these loan arrangements (refer https://www.nzx.com/
announcements/389769).
Amended Crown Loan Facility
New Crown Loan Facility

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Air New Zealand Limited Annual Meeting
Proxy or Postal Voting Form
The Air New Zealand Annual Meeting will be held on Thursday 22 September 2022, commencing at 2:00pm.
Attending the Meeting
1. If you propose not to attend the meeting but wish
to vote by postal vote or appoint a proxy, please
complete and post this form or complete either
process online. Please do not appoint a proxy if you
are voting by Postal Vote. Please read the instructions
overleaf before completing this form.
2. The persons who will be entitled to vote at the
Meeting are those persons (or their proxies or
representatives) registered as holding Ordinary
Shares on Air New Zealand’s share register at
5:00pm on Tuesday 20 September 2022.
3. Shareholders who appoint a proxy to vote on their
behalf can still participate in the Meeting virtually
via the online platform, although those shareholders
will be unable to vote if a proxy is so appointed.
4. There are no restrictions on any shareholder
or group of shareholders to prevent them from
exercising their vote on any of the resolutions being
considered at the meeting.
Pos tal Vote
5. As a shareholder entitled to vote at the Annual Meeting
you are entitled to vote by postal vote. The General
Counsel & Company Secretary has been authorised by the
Board to receive and count postal votes at the Meeting.
6. You can cast your postal vote online in accordance
with the instructions above.
7. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to
have abstained from voting on that resolution.
8. If you complete the postal vote section and also
appoint a proxy your postal vote will take priority over
your proxy appointment.
Proxy Appointment
9. A shareholder entitled to attend and vote at the
Annual Meeting is entitled to appoint a proxy or, in
the case of a corporate shareholder, a representative
to attend and vote instead of him/her. A proxy or
representative need not also be a shareholder.
A proxy appointment may be delivered or completed
online as detailed above.
10. If this Proxy has been signed under a power of attorney,
a copy of the power of attorney and a signed certificate
of non-revocation of the power of attorney must be
produced with this Proxy (this cannot be done online).
11. If you wish, you may appoint the Chair of the Meeting
as your proxy. To do so, please write ‘Chair of the
Meeting’ in the box marked ‘full name of proxy’.
The Chair will vote according to your instructions.
If the Chair is not instructed how to vote she will vote
in favour of all resolutions.
12. If you return this form without directing the proxy how
to vote on any particular resolution, you will be deemed
to have given your proxy discretion as to whether and
how to vote on that resolution.
General
13. For your postal vote or proxy appointment to be valid
you must return this form completed and signed to be
received by our share registrar, Link Market Services,
no later than 2:00pm on Tuesday 20 September 2022.
Instructions on how to return this form, or how to vote
online are noted in the section above.
If you have any questions regarding your voting please call
Link Market Services Investor Helpline between 8:00am
and 5:00pm on: +64 9 375 5998
Go online to vote.linkmarketservices.com/AIR to vote,
appoint a proxy, give directions to your proxy.
OR, turn over to complete the form.
Lodge your
Proxy / Postal vote
Online: vote.linkmarketservices.com/AIR
Email: meetings@linkmarketservices.com
(Please use ‘AirNZ Proxy Form’ as the subject
for easy identification)
Mail: (in New Zealand):
Use the enclosed reply paid envelope
(outside New Zealand):
Use a pre-addressed envelope and
affix the postage required or address to:
Link Market Services PO Box 91976,
Auckland 1142, New Zealand
By hand: Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West, Auckland 1010
New Zealand
General enquiries:
+64 9 375 5998 or email:
enquiries@linkmarketservices.com

Postal Voting Form (To use if you will not attend the meeting and are not submitting your postal vote online)

I wish to vote by postal vote (please tick the box). My voting intentions are indicated in the resolutions section below.

Appointment of a Proxy (For use if you will not attend the meeting but wish someone to represent you and vote on your behalf at the meeting)
I/We the above named shareholder/shareholders of
Air New Zealand Limited hereby appoint:


(full name of proxy)

of


(email)
Or failing that person
(full name of proxy)
of
(email)
as my/our proxy to vote for me/us on my/our behalf as directed below and on any other matter to be put to the Annual Shareholder Meeting of
Air New Zealand Limited to be held on Thursday 22 September 2022 at 2:00pm and at any adjournment or postponement thereof.
RESOLUTIONS (for postal and proxy voting). Tick only ONE box in respect of each resolution.
Cast a Postal Vote, or instruct a proxy to vote, by placing a tick (✔) in the relevant box. If you have appointed a proxy and want him/her to decide how to
vote on the resolution, please mark the box ‘Proxy’s Discretion’
Proxy’s discretion is not applicable in the case of a postal vote.
FORAGAINSTABSTAINPROXY’S DISCRETION
1. To re-elect Dame Therese Walsh

2. To re-elect Jonathan Mason

3. To ratify the entry into and performance by the Company of the
Amended Crown Loan Facility

4. To ratify the entry into and performance by the Company of the
New Crown Loan Facility

SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting
but would like to ask a question you can submit a question by filling in the section below and returning to Link Market Services in the reply paid
envelope enclosed. Alternatively you may go online to: vote.linkmarketservices.com/AIR. After completing the online validations process choose
‘Questions’. Questions will need to be submitted by 2:00pm Tuesday 20 September 2022.
Question:
SIGNATURE OF SHAREHOLDER(s) This section must be completed.
Security Holder 1:Security Holder 2:Security Holder 3:
Contact name:Daytime telephone:Date:
ELECTRONIC INVESTOR COMMUNICATION
If you received the Notice of Meeting and Proxy by mail and you would like to receive your future communications by email please provide your email
address below:
Email address for future communications: