Air New Zealand Limited Retail Bond Offer

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


Classification: PROTECTED
17 October 2022

Air New Zealand Limited Retail Bond Offer

Air New Zealand Limited (Air New Zealand) is pleased to announce that it is making an
offer of up to NZ$75 million (with the ability to accept oversubscriptions of up to an
additional NZ$25 million at Air New Zealand’s discretion) of 5.5 year, unsecured,
unsubordinated, fixed rate bonds maturing on 27 April 2028 (Bonds) to institutional
investors and New Zealand retail investors (the Offer). The Bonds are expected to be
quoted on the NZX Debt Market under ticker code AIR030.
The Offer opens today and will close on Thursday, 20 October 2022. The Offer is made
pursuant to clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 as an
offer of debt securities of the same class as Air New Zealand’s NZ$50,000,000
unsecured, unsubordinated, fixed rate bonds maturing on 28 October 2022 (with a fixed
rate of 4.25% per annum), which are currently quoted on the NZX Debt Market under
ticker code AIR020 (AIR020 Bonds). The last day of trading in the AIR020 Bonds was
14 October 2022 due to the upcoming maturity date for those bonds.
The notice required by the Financial Markets Conduct Regulations 2014 has been
provided to NZX with this announcement.
The interest rate for the Bonds will be a fixed interest rate, being the sum of the margin
(which may be above or below the indicative margin range set out below) and the base
rate, subject to a minimum interest rate of 6.00% per annum. The current indicative
margin range is 1.50% to 1.65% per annum.
The margin and interest rate for the Bonds will be set following a bookbuild process,
which is expected to be completed on Thursday, 20 October 2022 (Rate Set Date), and
the interest rate and margin will be announced by Air New Zealand via the NZX shortly
thereafter.
There is no public pool for the Offer (whether via an online website, platform or
otherwise), with all of the Bonds (including oversubscriptions) reserved for subscription

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


Classification: PROTECTED
by clients of the joint lead managers (JLMs), institutional investors and other primary
market participants invited to participate in the bookbuild.
Full details of the Offer are contained in the indicative terms sheet which has been
prepared for the Offer, along with the investor roadshow presentation, which have been
lodged with NZX with this announcement. These documents are also available through
https://www.airnewzealand.co.nz/bond.
Interested investors should contact a JLM as listed below or their usual financial adviser
for more details.

Joint Lead Managers

0800 269 476 0800 367 227 0800 005 678 0800 772 142

Ends.

Authorised for release to NZX and ASX by:
Jennifer Page
General Counsel & Company Secretary
jennifer.page@airnz.co.nz
+64 27 909 0691

For investor relations questions, please contact:
Leila Peters
General Manager, Corporate Finance
leila.peters@airnz.co.nz
+64 21 743 057

---

Indicative
Terms Sheet
17 October 2022

17 October 2022
This indicative terms sheet (Terms Sheet) sets out the key terms of the offer
(Offer) by Air New Zealand Limited (Air New Zealand) of up to NZ$75,000,000
(with the ability to accept oversubscriptions of up to an additional
NZ$25,000,000 at Air New Zealand’s discretion) of 5.5 year unsecured,
unsubordinated, fixed rate bonds maturing on 27 April 2028 (Bonds).
The Bonds will be issued under a master trust deed dated 12 October 2016
as amended and restated on 8 July 2022 (Tr u s t D e e d), as modified and
supplemented by a supplemental trust deed dated 17 October 2022 (Series
Supplement, and, together with the Trust Deed, the Bond Trust Documents)
entered into between Air New Zealand as issuer and The New Zealand Guardian
Trust Company Limited as supervisor (Supervisor).
Unless defined in this Terms Sheet or the context otherwise requires,
capitalised terms used in this Terms Sheet have the same meaning given to
them in the Bond Trust Documents.
Important notice
The Offer of Bonds by Air New Zealand is made in reliance upon
the exclusion in clause 19 of schedule 1 of the Financial Markets
Conduct Act 2013 (FMCA).
The Offer contained in this Terms Sheet is an offer of Bonds that
have identical rights, privileges, limitations and conditions (except
for the interest rate and maturity date) as Air New Zealand’s
NZ$50,000,000 unsecured, unsubordinated, fixed rate bonds
maturing on 28 October 2022 (with a fixed interest rate of 4.25% per
annum), which are currently quoted on the NZX Debt Market under
the ticker code AIR020 (AIR020 Bonds).
Accordingly, the Bonds are of the same class as the AIR020 Bonds
for the purposes of the FMCA and the Financial Markets Conduct
Regulations 2014 (FMC Regulations).
Air New Zealand is subject to a disclosure obligation that requires
it to notify certain material information to NZX Limited (NZX)
for the purpose of that information being made available to
participants in the market and that information can be found by
visiting www.nzx.com/companies/air/announcements.
The AIR020 Bonds are the only debt securities of Air New Zealand
that are in the same class as the Bonds and are currently quoted on
the NZX Debt Market.
Investors should look to the market price of the AIR020 Bonds
to find out how the market assesses the returns and risk premium
for those bonds. The last day of trading in the AIR020 Bonds was
14 October 2022 due to the upcoming maturity date for those
bonds. As such, there is no market pricing available for the period
after 14 October 2022.
Other information
The dates set out in this Terms Sheet are indicative only and are
subject to change. Air New Zealand has the right in its absolute
discretion and without notice to close the Offer early, to extend
the Closing Date (subject to the NZX Listing Rules), to accept
late applications or to choose not to proceed with the Offer. If the
Closing Date is changed, other dates (such as the Issue Date, the
Maturity Date and the Interest Payment Dates) may be changed
accordingly. If Air New Zealand chooses to cancel the Offer and
the issue of the Bonds, all application monies received will be
refunded (without interest) as soon as possible.
Any internet site addresses provided in this Terms Sheet are for
reference only and, except as expressly stated otherwise, the
content of any such internet site is not incorporated by reference
into, and does not form part of, this Terms Sheet.
Copies of the Bond Trust Documents are available via the Air
New Zealand investor centre on Air New Zealand’s website at
www.airnewzealand.co.nz/bond.
Investors should seek qualified, independent financial and taxation
advice before deciding to invest. In particular, investors should
consult their tax adviser in relation to their specific circumstances.
Investors will also be personally responsible for ensuring
compliance with relevant laws and regulations applicable to them
(including any required registrations or tax filing obligations).
For further information regarding Air New Zealand, visit
www.nzx.com/companies/AIR.
INDICATIVE TERMS SHEET
1
AIR NEW ZEALAND

Issuer
Air New Zealand Limited.
Description
The Bonds are unsecured, unsubordinated, fixed rate bonds of Air New Zealand.
Offer amount
Up to NZ$75,000,000 of Bonds (with the ability to accept oversubscriptions of up to an additional
NZ$25,000,000 of Bonds at Air New Zealand’s discretion).
The Offer is not underwritten.
See “Who may apply for Bonds” below.
Purpose of the Offer
The proceeds of the Offer will be used for general business purposes, including to fund repayment of
the AIR020 Bonds on maturity.
Te r m
5.5 years, maturing Thursday, 27 April 2028.
Opening Date
Monday, 17 October 2022.
Closing Date
12:00pm on Thursday, 20 October 2022.
Rate Set Date
Thursday, 20 October 2022.
Issue Date
Thursday, 27 October 2022.
Maturity Date
Thursday, 27 April 2028.
Issue Price
NZ$1.00 per Bond.
Credit ratings
Issuer credit rating: Baa2 (Stable) by Moody’s
Expected issue credit rating for the Bonds: Baa2 by Moody’s
A credit rating is an independent opinion of the capability and willingness of an entity to repay its
debts (in other words, its creditworthiness). It is not a guarantee that the financial product is a safe
investment. A credit rating should be considered alongside all other relevant information when making
an investment decision. A credit rating is not a recommendation by any rating organisation to buy,
sell or hold Bonds. The credit rating for Air New Zealand set out above is current as at the date of this
Terms Sheet and it, as well as the issue credit rating for the Bonds, may be subject to suspension,
revision or withdrawal at any time by Moody’s.
Interest Rate
The Interest Rate will be set on the Rate Set Date and will be a fixed interest rate, being the Base
Rate plus the Margin (which may be above or below the Indicative Margin set out below), subject to
a minimum Interest Rate of 6.00% per annum.
The Interest Rate will be announced by Air New Zealand via NZX on the Rate Set Date.
Indicative Margin
The indicative range of the Margin is 1.50 to 1.65% per annum.
Margin
The Margin (which may be above or below the Indicative Margin range) will be determined by
Air New Zealand in consultation with the Joint Lead Managers following completion of the bookbuild
process and announced by Air New Zealand via NZX on the Rate Set Date.
Base Rate
The semi-annual mid-market swap rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with Air New Zealand,
according to market convention with reference to Bloomberg page ‘ICNZ4’ (or any successor page)
on the Rate Set Date and expressed on a semi-annual basis (rounded to 2 decimal places if necessary
with 0.005 being rounded up).
Interest payments
Interest will be payable semi-annually in arrear in equal amounts on each Interest Payment Date.
Interest Payment
Dates
27 April and 27 October of each year up to and including the Maturity Date or, if such date is not a
Business Day, the immediately following Business Day with no adjustment to be made to the amount
payable as a result of the delay in payment.
The first Interest Payment Date will be Thursday, 27 April 2023.
Payment of interest
Interest will be payable on an Interest Payment Date to the bank account nominated in writing (prior to
the relevant Record Date) by the Bondholder as at the Record Date immediately preceding the relevant
Interest Payment Date.
INDICATIVE TERMS SHEET
2
AIR NEW ZEALAND

Record Date
The Record Date for Interest Payment Dates is 5:00pm on the tenth calendar day before the relevant
Interest Payment Date (whether or not such date is a Business Day).
Ranking
The Bonds are unsecured and unsubordinated debt obligations of Air New Zealand. This means that in
a liquidation of Air New Zealand the rights and claims of a Bondholder:
(a) will rank after the claims of:
(i) secured creditors of Air New Zealand (if any); and
(ii) creditors of Air New Zealand who are preferred by law (e.g. the Inland Revenue Department in
respect of unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of
Air New Zealand; and
(c) will rank in priority to the claims of:
(i) subordinated creditors of Air New Zealand (if any) (being creditors who have agreed to accept
a lower priority in respect of their claims in a liquidation of Air New Zealand); and
(ii) shareholders.
Security over aircraft
and Air New Zealand
guarantees
Air New Zealand Aircraft Holdings Limited, a subsidiary of Air New Zealand, is the registered owner
or lessee of the majority of the aircraft operated by Air New Zealand. Air New Zealand guarantees
the obligations of Air New Zealand Aircraft Holdings Limited in relation to loans and finance and
operating lease arrangements relating to such aircraft. Any claims against Air New Zealand under these
guarantees will rank equally with the Bonds in the event of a liquidation of Air New Zealand.
As at 30 June 2022, aircraft and aircraft related assets of Air New Zealand and its subsidiaries having
a book value of NZ$2,655 million were pledged as security for aircraft-related borrowing and aircraft
finance lease obligations having a value of NZ$2,054 million as at 30 June 2022.
Early repayment
Bondholders have no rights to require Air New Zealand to redeem the Bonds prior to the Maturity Date
except through the Supervisor in the case of an Event of Default (as set out in the Trust Deed). Air New
Zealand does not have the right to redeem the Bonds early.
In the case of an Event of Default which is continuing unremedied, the Supervisor may in its discretion,
and shall if directed to do so by an Extraordinary Resolution of Bondholders, declare by notice in writing
to Air New Zealand that all or part of the Outstanding Money is immediately due and payable, in which
case interest will be payable at the Interest Rate from (and including) the most recent Interest Payment
Date up to (but excluding) the date of repayment.
Financial and other
covenants
Air New Zealand has not provided financial covenants to any bank or financial institution or under the
Trust Deed.
There are no restrictions under the Trust Deed on Air New Zealand disposing of its assets (whether to
its subsidiaries or affiliates or any third party).
No security
The Trust Deed does not create any security over the assets of Air New Zealand or any of its
subsidiaries. In addition, the Trust Deed does not restrict Air New Zealand or any of its subsidiaries
from granting any security over its assets.
Further indebtedness
Air New Zealand may, from time to time, and without the consent of Bondholders, create and issue
further bonds or other securities. Air New Zealand also has the right to continue to incur any further
indebtedness, without the consent of Bondholders. Any further debt or other securities may rank
equally with, behind, or in priority to, the Bonds and may otherwise be issued on such terms as Air New
Zealand may determine.
Minimum application
amount and
denominations
Minimum application of NZ$5,000 with multiples of NZ$1,000 thereafter.
Transfer restrictions
Bondholders may only transfer Bonds in minimum Principal Amounts of NZ$1,000 or such lesser
amount as Air New Zealand may from time to time permit and otherwise in accordance with the Bond
Trust Documents and applicable securities laws and regulations. Following a transfer, a transferor
who continues to hold Bonds, and the transferee, must hold Bonds with an aggregate Principal
Amount of at least NZ$5,000 (or NZ$1,000 in the case of amounts held by NZX registered brokers
and registered banks).
Quotation
Air New Zealand will take any necessary steps to ensure that the Bonds are, immediately after issue,
quoted on the NZX Debt Market. Application has been made to NZX for permission to quote the Bonds
on the NZX Debt Market and all the requirements of NZX relating thereto that can be complied with on
or before the distribution of this Terms Sheet have been duly complied with. However, NZX accepts no
responsibility for any statement in this Terms Sheet. NZX is a licensed market operator, and the NZX
Debt Market is a licensed market under the FMCA.
INDICATIVE TERMS SHEET
3
AIR NEW ZEALAND

NZX Debt Market
ticker code
NZX ticker code AIR030 has been reserved for the Bonds.
Expected date of initial
quotation on NZX Debt
Market
Friday, 28 October 2022.
ISIN
NZAIRD0030L8.
Repo-eligibility
Air New Zealand intends to apply to the Reserve Bank of New Zealand for the Bonds to be included as
eligible securities for domestic market operations.
Who may apply for
Bonds
All of the Bonds (including oversubscriptions) are reserved for subscription by clients of the Joint
Lead Managers, institutional investors and other primary market participants invited to participate in
the bookbuild.
There will be no public pool for the Bonds.
Retail investors should contact a Joint Lead Manager, their financial adviser or any primary market
participant for details on how they may acquire Bonds. You can find a primary market participant by
visiting www.nzx.com/services/market-participants/find-a-participant.
Each investor’s broker or financial adviser will be able to advise them as to what arrangements will
need to be put in place for the investor to trade the Bonds including obtaining a common shareholder
number (CSN), an authorisation code (FIN) and opening an account with a primary market participant,
as well as the costs and timeframes for putting such arrangements in place.
Governing law
New Zealand.
Arranger
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) (Westpac).
Joint Lead Managers
ANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac.
Supervisor
The New Zealand Guardian Trust Company Limited.
Registrar and paying
agent
Link Market Services Limited.
Brokerage
Air New Zealand will pay brokerage of 0.50% plus 0.25% on firm allocations. Such amounts will be
paid by Air New Zealand to the Arranger, who will then pay the relevant funds to the other Joint Lead
Managers, NZX firms, other financial intermediaries and institutional investors.
Selling restrictions
The Bonds may only be offered for sale or sold in a jurisdiction other than New Zealand in compliance
with all applicable laws and regulations in any jurisdiction in which they are offered, sold or delivered.
Specific selling restrictions for certain countries as at the date of this Terms Sheet are set out in the
schedule and those restrictions will apply to the Offer of Bonds.
Air New Zealand has not taken and will not take any action which would permit an Offer of Bonds, or
possession or distribution of any offering material in respect of the Bonds, in any country or jurisdiction
where action for that purpose is required (other than New Zealand).
By purchasing any Bonds, each Bondholder agrees to indemnify Air New Zealand, the Arranger, the
Joint Lead Managers, the Supervisor and each of their respective directors, officers and employees
(as applicable) for any loss, cost, liability or expense sustained or incurred by Air New Zealand, the
Arranger, the Joint Lead Managers and/or the Supervisor, as the case may be, as a result of the breach
by that Bondholder of the selling restrictions set out above or in the schedule.
No guarantee
Air New Zealand is the issuer and sole obligor in respect of the Bonds. None of Air New Zealand’s
subsidiaries, shareholders (including the Crown) or any directors of Air New Zealand or its subsidiaries,
the Supervisor or any other person guarantees Air New Zealand’s obligations under the Trust Deed,
the Series Supplement or in respect of the Bonds in any way.
None of the Arranger, Joint Lead Managers nor any of their respective directors, officers, employees and agents: (a) accept any responsibility
or liability whatsoever for any loss arising from this Terms Sheet or its contents or otherwise arising in connection with the Offer of Bonds;
(b) authorised or caused the issue of, or made any statement in, any part of this Terms Sheet; and (c) make any representation, recommendation
or warranty, express or implied, regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or
omissions in, any information, statement or opinion contained in this Terms Sheet, and accept no liability (except to the extent such liability
is found by a court to arise under the FMCA or cannot be disclaimed as a matter of law).
INDICATIVE TERMS SHEET
4
AIR NEW ZEALAND

Address details
Issuer
Air New Zealand Limited
185 Fanshawe Street
Auckland 1010
New Zealand
Supervisor
The New Zealand Guardian
Trust Company Limited
Level 6
191 Queen Street
Auckland 1010
Registrar and
paying agent
Link Market Services
Limited
Level 30, PwC Tower
15 Customs Street West
PO Box 91976
Auckland 1142
Legal Adviser
to the Issuer
Bell Gully
Level 21, Vero Centre
48 Shortland Street
Auckland 1010
Arranger
Westpac Banking
Corporation
(ABN 33 007 457 141)
(acting through its New
Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 772 142
Joint Lead Managers
ANZ Bank New Zealand
Limited
Level 26, ANZ Centre
23-29 Albert Street
Auckland 1010
0800 269 476
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
0800 367 227
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Auckland 1010
0800 005 678
Westpac Banking
Corporation
(ABN 33 007 457 141)
(acting through its New
Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 772 142
Schedule – Selling restrictions
Set out below are specific selling restrictions that apply to the offer of the Bonds in Australia, the
European Union, Hong Kong, Japan, Singapore, United Kingdom and the United States of America.
This Terms Sheet does not constitute an offer of Bonds in any jurisdiction in which it would be
unlawful. In particular, this Terms Sheet may not be distributed to any person, and the Bonds may
not be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
This Terms Sheet and the Offer of Bonds are only made available
in Australia to persons to whom an offer of securities can be made
without disclosure in accordance with applicable exemptions in
sections 708(8) (sophisticated investors) or 708(11) (professional
investors) of the Australian Corporations Act 2001 (Cth)
(Corporations Act). This Terms Sheet is not a prospectus, product
disclosure statement or any other formal “disclosure document”
for the purposes of Australian law and is not required to, and
does not, contain all the information which would be required in a
“disclosure document” under Australian law. This Terms Sheet has
not been and will not be lodged or registered with the Australian
Securities & Investments Commission.
Prospective investors should not construe anything in this Terms
Sheet as legal, business or tax advice nor as financial product advice
for the purposes of Chapter 7 of the Corporations Act. Investors
in Australia should be aware that the offer of Bonds for resale in
Australia within 12 months of their issue may, under section 707(3)
of the Corporations Act, require disclosure to investors under Part
6D.2 if none of the exemptions in section 708 of the Corporations
Act apply to the resale.
European Union
This Terms Sheet has not been, and will not be, registered with
or approved by any securities regulator in the European Union.
Accordingly, this Terms Sheet may not be made available, nor may
the Bonds 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 (Prospectus Regulation).
In accordance with Article 1(4)(a) of the Prospectus Regulation,
an offer of Bonds in the European Union is limited to persons
who are “qualified investors” (as defined in Article 2(e) of the
Prospectus Regulation).
Hong Kong
WARNING: This Terms Sheet 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 (SFO). No action
has been taken in Hong Kong to authorise or register this Terms
Sheet or to permit the distribution of this Terms Sheet or any
documents issued in connection with it. Accordingly, the Bonds
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
Bonds 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 Bonds 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 Bonds 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 Terms Sheet 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 Terms Sheet, you should obtain independent
professional advice.
INDICATIVE TERMS SHEET
5
AIR NEW ZEALAND

Japan
The Bonds have not been and will not be registered under Article
4, paragraph 1 of the Financial Instruments and Exchange Act
of Japan (Act No. 25 of 1948), as amended (FIEA) pursuant to an
exemption from the registration requirements applicable to a
private placement of securities to Qualified Institutional Investors
(as defined in and in accordance with Article 2, paragraph 3 of the
FIEA and the regulations promulgated thereunder). Accordingly,
the Bonds may not be offered or sold, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan other
than Qualified Institutional Investors. Any Qualified Institutional
Investor who acquires Bonds may not resell them to any person in
Japan that is not a Qualified Institutional Investor, and acquisition
by any such person of Bonds is conditional upon the execution of
an agreement to that effect.
Singapore
This Terms Sheet and any other materials relating to the Bonds have
not been, and will not be, lodged or registered as a prospectus in
Singapore with the Monetary Authority of Singapore. Accordingly,
this Terms Sheet and any other document or materials in
connection with the Offer or sale, or invitation for subscription or
purchase, of Bonds, may not be issued, circulated or distributed,
nor may the Bonds 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
13 of the Securities and Futures Act 2001 of Singapore (S FA), or as
otherwise pursuant to, and in accordance with the conditions of any
other applicable provisions of the SFA.
This Terms Sheet has been given to you on the basis that you
are (i) an “institutional investor” (as defined in the SFA) or (ii) 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 Terms Sheet immediately. You may not forward
or circulate this Terms Sheet to any other person in Singapore.
Any offer is not made to you with a view to the Bonds being
subsequently offered for sale to any other party. There are on-
sale restrictions in Singapore that may be applicable to investors
who acquire Bonds. As such, investors are advised to acquaint
themselves with the SFA provisions relating to resale restrictions
in Singapore and comply accordingly.
United Kingdom
Neither the information in this Terms Sheet 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 Bonds.
This Terms Sheet is issued on a confidential basis to “qualified
investors” (within the meaning of Article 2(e) of the Prospectus
Regulation (EU) 2017/1129) in the United Kingdom, and the Bonds
may not be offered or sold in the United Kingdom by means of this
Terms Sheet, 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 Terms
Sheet 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 Bonds 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 Terms Sheet 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 Terms Sheet 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 Terms Sheet or any of its contents.
United States of America
The Bonds have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (Securities Act) and may not
be offered or sold within the United States or to, or for the account
or benefit of, any U.S. person (as defined in Regulation S under the
Securities Act (Regulation S)) except in accordance with Regulation
S or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
None of Air New Zealand, the Joint Lead Managers nor any person
acting on its or their behalf has engaged or will engage in any
directed selling efforts (as defined in Regulation S) in relation to the
Bonds, and each of Air New Zealand and the Joint Lead Managers
has complied and will comply with the offering restrictions in
Regulation S.
The Bonds will not be offered or sold within the United States or to,
or for the account or benefit of, any U.S. person (i) as part of their
distribution at any time, or (ii) otherwise until 40 days after the
completion of the distribution of all of the Bonds, as determined and
certified by the Joint Lead Managers, except in accordance with
Rule 903 of Regulation S. Any Bonds sold to any distributor, dealer
or person receiving a selling concession, fee or other remuneration
during the distribution compliance period require a confirmation or
notice to the purchaser at or prior to the confirmation of the sale to
substantially the following effect:
“The Bonds covered hereby have not been registered under
the United States Securities Act of 1933, as amended (the
Securities Act) or with any securities regulatory authority of
any state or other jurisdiction of the United States and may
not be offered or sold within the United States, or to or for
the account or benefit of, any U.S. person (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the
later of the commencement of the offering of the Bonds and the
closing date except in either case pursuant to a valid exemption
from registration in accordance with Regulation S under the
Securities Act. Terms used above have the meaning given to
them by Regulation S.”
Until 40 days after the completion of the distribution of all of the
Bonds, an offer or sale of the Bonds within the United States by the
Joint Lead Managers or any dealer or other distributor (whether
or not participating in the Offer) may violate the registration
requirements of the Securities Act if such offer or sale is made
otherwise than in accordance with Regulation S.
INDICATIVE TERMS SHEET
6
AIR NEW ZEALAND

---

All information is private and confidential
Retail Bond Offer
17 October 2022

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AIR NEW ZEALAND RETAIL BOND OFFER
Disclaimer and important notice
This presentation has been prepared by Air New Zealand Limited (Air New Zealand) in relation
to the offer of unsecured, unsubordinated, fixed rate bonds by Air New Zealand (Bonds) under
clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) (the Offer). The
Bonds have identical rights, privileges, limitations and conditions (except for the interest rate and
maturity date) as Air New Zealand’s bonds maturing on 28 October 2022 with a fixed interest
rate of 4.25% per annum, which are currently quoted on the NZX Debt Market under the ticker
code AIR020 (the AIR020 Bonds). Accordingly, the Bonds offered will be the same class as the
AIR020 Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations
2014 (and the AIR020 Bonds are the only debt securities of Air New Zealand that are currently
quoted in the same class as the Bonds). Investors should look to the market price of the AIR020
Bonds to find out how the market assesses the returns and risk premium for those bonds. The
last day of tradingin the AIR020 Bonds was 14 October 2022 due to the upcoming maturity date
for those bonds.As such, there is no market pricing available after 14 October 2022.
Information
The information in this presentation is 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 investment in Air New Zealand or that would be required in a product disclosure
statement for the purposes of the FMCA. Air New Zealand is subject to disclosure obligations
under the NZX Listing Rules that requires it to notify certain material information to NZX Limited
(NZX) for the purpose of that information being made available to participants in the market. This
presentation should be read in conjunction with Air New Zealand's other periodic and continuous
disclosure announcements released to NZX (which are available at
https://www.nzx.com/companies/AIR). No information set out in this presentation will form the
basis of any contract.
For the purposes of this Disclaimer and Important Notice, "presentation" means the slides, any
oral presentation of the slides by Air New Zealand, any question-and-answer session that follows
that oral presentation, hard copies of this document and any materials distributed at, or in
connection with, that presentation.
NZX
The Bonds will be quoted on the NZX Debt Market following completion of allotment procedures.
However, NZX accepts no responsibility for any statement in this presentation. NZX is a licensed
market operator, and the NZX Main Board is a licensed market under the FMCA. Air New
Zealand has been designated as a "Non-Standard" (NS) issuer by NZX, andasa New Zealand
exempt foreign listing by ASX Limited.
Not financial product advice
This presentation does not constitute legal, financial, tax, accounting, financial product advice or
investment advice or a recommendation to acquire Air New Zealand securities, and has been
prepared without taking into account the objectives, financial situation or needs of individuals.
Before making an investment decision, prospective investors should consider the
appropriateness of the information having regard to their own objectives, financial situation and
needs and consult a financial adviser, solicitor, accountant or other professional adviser if
necessary.
Investment risk
An investment in securities in Air New Zealand is subject to investment and other known and
unknown risks, some of which are beyond the control of Air New Zealand. Air New Zealand does
not guarantee any particular rate of return or the performance of Air New Zealand.
This presentation is not a prospectus or product disclosure statement or other offering
document under New Zealand law or any other law (and will not be lodged with or approved by
any regulatory authority in New Zealand 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. The distribution of this presentation outside New Zealand
may be restricted by law. Any recipient of this presentation who is outside New Zealand must
seek advice on and observe any such restrictions.
Disclaimer
To the maximum extent permitted by law, each of Air New Zealand, the joint lead managers of
the 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, this
presentation, from refraining from acting because of anything contained in 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 express or implied, as to the currency, fairness,
accuracy, completeness or reliability of 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 respect for this presentation or the information in this presentation and
waive any rights you may otherwise have in this respect.
None of the Joint Lead Managers or their respective affiliates, related bodies corporate,
directors, officers, partners, employees, agents or advisers: (i) 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; (ii) have 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; (iii) take responsibility for any part of this presentation, or the Offer,
and make no recommendations as to whether you or your related parties should participate in
the Offer, nor do they make any representations or warranties to you concerning the Offer;
and (iv) guarantee the repayment of the Bonds or the payment of interest thereon or any other
aspect of the Bonds.
This presentation may contain data sourced from and the views of independent third parties. In
such data being replicated in this presentation, no Specified Person makes any representation,
whether express or implied, as to the accuracy of such data. The replication of any views in
this presentation should not be treated as an indication that Air New Zealand or any other
Specified Person agrees with or concurs with such views.
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 past, present or future returns.
This presentation contains certain forward-looking statements with respect to the financial
condition, results of operations and business of Air New Zealand. Forward-looking statements
can generally be identified by the use of words such as 'project', 'foresee', 'plan', 'expect', 'aim',
'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will' or similar expressions. Forward-
looking statements in this presentation include statements regarding the timetable, conduct
and outcome of the Offer and the use of proceeds thereof, statements about the plans,
objectives and strategies of the management of Air New Zealand, statements about the
industry and the markets in which Air New Zealand operates and statements about the future
performance of Air New Zealand's business. 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, 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
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 presentation.
Except as required by law or regulation (including the NZX Listing Rules), Air New Zealand
undertakes no obligation to update these forward-looking statements for events or
circumstances that occur subsequent to the date of this presentation or to update or keep
current any of the information contained herein.
Any estimates or projections 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 presentation. A number of
factors could cause actual results or performance to vary materially from the projections.
Investors should consider the forward-looking statements in this presentation in light of those
risks and disclosures. You are strongly cautioned not to place undue reliance on any forward-
looking statements, particularly in light of the current economic climate and the significant
volatility, uncertainty and disruption caused by the Covid-19 pandemic.
The information and opinions contained in this presentation are provided as at the date of this
presentation and are subject to change without notice.
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 Air New Zealand via NZX; 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.
2

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Agenda
Offer Highlights 4
2022 Overview 6
Strategy12
Capital Management 19
Bond Issuance24
3

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Offer highlights
Issuer
Air New Zealand Limited
Description
Unsecured, unsubordinated, fixed rate bonds of Air New Zealand
Air New Zealand’s Credit Rating
Baa2 (Stable) by Moody’s Investors Service
1
Expected Issue Credit Rating of the Bonds
Baa2 by Moody’s Investors Service
Term
5.5 year, maturing on 27 April 2028
Offer amount
Up to $75,000,000 of Bonds (with the ability to accept oversubscriptions of up to an additional $25,000,000 at Air
New Zealand’s discretion)
Interest Rate
The Interest Rate will be set on the Rate Set Date (Thursday, 20 October 2022) and will be a fixed interest rate,
being the Base Rate plus the Margin (which may be above or below the Indicative Margin), subject to a minimum
Interest Rate of 6.00% per annum
The Interest Rate will be announced by Air New Zealand via NZX on the Rate Set Date
Purpose of the Offer
The proceeds of the Offer will be used for general business purposes including to fund repayment of the AIR020
Bonds on maturity
Quotation
Air New Zealand will take any necessary steps to ensure that the Bonds are, immediately after issue, quoted on the
NZX Debt Market
NZX ticker code AIR030 has been reserved for the Bonds
Arranger
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) (Westpac)
Joint Lead Managers
ANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac
1
As at 17 October 2022. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant credit rating agency
4

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Presenters
MikeWilliamsjoinedAirNewZealandin2016andhassinceheldseveralsenior
commercialandstrategyrolesincludingGroupGeneralManagerCommercial,Alliances
&Strategy.Mikehasadeepunderstandingofthebusinessandtheaviationsector,and
asharpstrategicabilitythathasservedAirNewZealandwellaswehaveestablished
keyalliancepartnershipsovertheyears.Inhiscurrentrole,heleadsthedeliveryofthe
KiaMaubusinessstrategyandcontinuestostrengthentheairline'salliancepartner
relationships.
PriortoAirNewZealand,MikeworkedwiththeBostonConsultingGroupinAustralia,
FinlandandtheUSworkingwithclientsintheaviation,technologyandretailsectors.
MikeholdsaBachelorofAerospaceEngineeringwithfirst-classhonoursandabachelor
ofbusinessmanagementinfinancefromRMITUniversityinMelbourne,Australia.
Mike Williams
Chief Transformation & Alliances Officer
Leila Peters
General Manager
Corporate Finance
LeilaPetersisresponsiblefortheCorporateFinancefunctionwhichincludesTreasury,
Funding,FinancialPlanningandCapitalManagement,InvestorRelationsandEnterprise
PortfolioManagement.In2022,thisteamledtheairline’s$2.2billionrecapitalisation
followingtheCovid-19pandemic.
LeilajoinedAirNewZealandin2015whenshemovedtoNewZealand.Priortohertime
attheairline,LeilawasDirectorofInvestorRelationsforTycoInternational.Leilaalsoheld
leadershiprolesinTyco’sTreasuryfunction,wheresheledtheFXtradingandglobal
liquiditymanagementforthefirm.Priortothat,Leilaworkedininvestmentbankingat
Jefferies&Companywhereshefocusedoncapitalmarketssolutionsforalternative
energycompaniesintheUnitedStates.
LeilaholdsaB.A.ineconomicsandgovernment,cumlaude,fromGeorgetownUniversity
inWashingtonD.C.andanM.B.A.infinanceandaccountingfromNewYorkUniversity’s
SternSchoolofBusinessinNewYorkCity.
5

2022 overview

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AIR NEW ZEALAND RETAIL BOND OFFER
Thrive
Enhanced domestic offering
Optimised international network
Supercharged loyalty programme
Continued customer obsession
Industry leading staff engagement
Digital investments driving efficiencies and
seamless customer experience
Continued progress on our decarbonisation
ambitions
Return to profitability
Delivering our full potential
Revive
Revive
2
Safeguardingour balance sheet
Structural reductions to cost base and
deferral of capital spend
Early retirement of 777-200 fleet and
temporary grounding of 777-300ER fleet
Utilisation of Government support
mechanisms
Cargo diversification
Kia Mau strategy refinement
Restarting our network
Reopening of our international borders
Strongest demand and revenue environment
in two years
$2.2 billion recapitalisationcomplete
Hiring and rehiring staff, reinstating benefits
Launching a stream of customer innovations
Reanimating 777-300ER fleet, international
lounges and offshore teams
Launch of our decarbonisationroadmap
Movement to agile ways of working
2022 marked the start of our recovery, with the airline now
firmly in the “Revive” phase
Survive
1
3
7

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Key financial and operational metrics for FY22 continued
to be impacted by Covid-19
1
Refers to loss before other significant items and taxation. For further information, please refer to the 2022 Annual Financial Results
2
Government supported cargo flying contributed $403 million to cargo revenue in FY22
3
This represents total FY22 capacity including cargo-only flying as a percentage of FY19 capacity. FY19 excludes the now suspended Auckland-London service
($725) million($810) million
loss before taxation
$2.7 billion
operating revenue
($591) million
net loss after taxation
8 million passengers flying
on our network compared to 18 million pre-Covid
$1.0 billion
cargo revenue
2
56%
of pre-Covid capacity
3
by Q4 FY22
$2.4 billion
availableliquidity
as at 20 Sep 2022
loss
1
8

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All information is private and confidential
AIR NEW ZEALAND RETAIL BOND OFFER
Passenger bookings currently stronger
than expected
Current
bookings at
~100%
of FY19 levels
Current
bookings at
~75%
of FY19 levels
9
Following the phased relaxation of New Zealand’s travel restrictions from
March 2022, the airline has seen strong passenger bookings

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Facing uncertainty on a number of fronts
Headwinds
and
uncertainty
*
Geopolitical and macroeconomic environment and
its influence on future demand
Supply and competition
Climate related weather events
–
Actions
taken
Executing on Kia Mau strategy
Capacity adjustments
Recruitment and training
Lifted fares
*
Potential investors should read and consider slide 11 (“Key risks”) and Appendix D of the investor presentation published by AirNew Zealand on 30 March 2022 (“Refuelling for our recovery”), available at www.nzx.com/companies/AIR
Lifted lowest wages and negotiated collective
agreements
Digital self-service improvements
Fuel hedging
Inflationary pressure
•Tight labour market
•Volatile fuel prices
•Global supply chain
The airline is facing increased costs in the current environment and has taken actions to mitigate
10
Current headwindsCurrent uncertainty

AIR NEW ZEALAND RETAIL BOND OFFER
11
Air New Zealand has continued to see strong forward sales over the first three months of the financial
year, particularly for travel through to January 2023 and continues to operate approximately 70 percent
of FY19 capacity.
On the basis that this forward sales strength continues over the coming quarter, with similar capacity
and assuming an average jet fuel price of approximately US$130/bbl, the airline currently expects
earnings before other significant items and taxation for the first half of the 2023 financial year to be in
the range of $200 million to $275 million.
The airline notes that fuel prices remain highly volatile and that this is one of many factors that have the
potential to slow our recovery and significantly impact earnings. Additionally, demand in the second half
of the financial year remains highly uncertain.
On this basis and taking into account global recessionary risks and other macroeconomic factors
including inflationary pressures on costs, the airline is not providing full year guidance at this time. The
airline strongly cautions against extrapolating first half FY23 earnings guidance to the full year given the
many uncertainties in the trading environment.
Air New Zealand has provided 1H FY23 outlook
*
Announcement made by Air New Zealand on 21 September 2022, available at www.nzx.com/companies/AIR

Strategy

AIR NEW ZEALAND RETAIL BOND OFFER
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
3.8 million
Airpoints
TM
loyalty programme members
#1
Corporate reputation in New Zealand
for eight consecutive years
3
Baa2 (stable)
Investment grade credit rating from
Moody’s since 20165
7.3 years
Average fleet age on a seat
weighted basis
44,000
Tonnes of New Zealand exports
flown to international markets
FTSE4Good
Constituent of the FTSE4Good
Index Series
4
1
Informationasat30June2022unlessotherwisestated
2
Awardedin2022byAirlineRatings.com
3
KantarCorporateReputationIndex2022
4
The FTSE4Good Index Series is designed to measure the
performance of companies demonstrating strong Environmental,
Social and Governance practices
5
Air New Zealand’s Board will seek to maintain an investment grade
credit rating, per Air New Zealand’s treasury policy
82
Years in operation
13

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Profitably grow and enhance
our iconic domestic offering,
providing New Zealanders with
even more choice as the best-
connected country in the world
Connecting New Zealanders
and our exports to the world
through an optimal 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 3 clear drivers of value creation, executed through excellence
and innovation across 4 key business enablers
Strategic roadmap for the medium-term is critical to success
Grow
domestic
Optimise
international
Lift
loyalty
Operational excellence that
provides a seamless travel
experience for our customers –
do it right, first time, every time
Brilliant
Basics
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 & Safety
Profit drivers
Enabled by strong culture and focused investment
14

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15
•Set a 2030 science-aligned carbon reduction target, endorsed by the Science-Based Targets initiative (SBTi)
•In partnership with the Government, formally invited global Sustainable Aviation Fuel (SAF) producers to scope local
production opportunities in New Zealand
•Started the journey to our goal of 1% SAF in FY23, by funding New Zealand’s first SAF import, delivered in September 2022
•Issued a Zero Emissions Aircraft Technology (ZEAT) Product Requirements Document inviting aircraft developers to engage
with the airline in their alternative propulsion aircraft projects
•Commenced a joint initiative with Airbus to research how green hydrogen-powered aircraft could operate in New Zealand
•Launched Flight NZ0 to provide accessible, informative and transparent information about our journey to net zero emissions
by 2050
Air New Zealand has driven forward a number of key
initiatives on our sustainability agenda throughout 2022

AIR NEW ZEALAND RETAIL BOND OFFER
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
7.3 years ~10 years
FY22 (5 types) Total –104FY28 (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
(29)
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
ATR72-500
16
1
This represents the expected fleet at the end of the FY28
2
Average seat-weighted fleet age

AIR NEW ZEALAND RETAIL BOND OFFER
Actual and forecast aircraft capital expenditure
1
HistoricalForecast
•Forecast aircraft capital expenditure profile reflects:
−Expecteddeferral of first two Boeing 787 aircraft from
FY24 to FY25
−Delivery flexibility remains in place for a substantial
portion of the Boeing 787 delivery stream
−NZDUSD exchange rate assumed of 0.6230
•No committed aircraft capital expenditure currently beyond
2028
Fleet investment update
1
Includes progress payments on aircraft and aircraft improvements (e.g. refurbishment); excludes assumed interiors retrofit capital expenditure for the existing 14 Boeing 787 fleet and engine maintenance. * Does not reflect four Boeing 787s
planned for delivery from FY27
** Does not reflect two A321neos planned for delivery in FY27
Aircraftdelivery schedule (as at 30 June 2022)
Number in
existing fleet
Number
on order
DeliveryDates (financial year)
2023202420252026
Owned fleet on order
Boeing 787
144*--22
Airbus A320neo / A321neo
135**41--
17
0
200
400
600
800
1,000
202020212022202320242025202620272028
$ millions

AIR NEW ZEALAND RETAIL BOND OFFER
Boeing 787
retrofit
Unlike aircraft capital expenditure, non-aircraft capital expenditure is generally contractually
uncommitted and subject to changes in phasing and level of spend
Engine
maintenance
Digital
transformation
•Interior retrofit of 14 existing
Boeing 787 aircraft
•Anticipated to commence
no earlier than mid-2024
•Estimated cost of $450-
500
1
million, staggered over
several years
•Spend relates to overhaul
of owned engines across
all fleet types
•Has an enduring benefit
of 5+ years
•Annual expenditure varies
based on utilisation of
aircraft
•Investments in digital
assets linked to Kia Mau
strategy, focused on
ensuring resiliency and
optimising customer and
employee experiences
•Annual expenditure in the
range of ~$50 million to $75
million
Property and
infrastructure
•Investments in buildings and
operational facilities
•Includes expenditure on the
new Auckland engineering
hangar, cargo facilities and
head office relocation
•Elevated annual expenditure
of ~$75 million over the next
4 years
Other investments progress strategic objectives and
improve operational resiliency
Other capital expenditure is generally contractually uncommitted and subject to changes in phasing and spend
18
1
AssumesNZDUSD exchange rate of 0.6230 but
remains subject to fluctuationsin foreign currencies
rates over time

Capital
Management

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We remain focused on financial resilience and returning
the airline to profitability before consideration of
distributions
Financial
resilience
Maintain investment
grade credit rating
Gearing target range
of 45% to 55%
Minimum liquidity of
$700 million
Debtto earnings
metric
1
of 2.0x to 3.3x
Investments
in strategy
Disciplined capital
investments to
support our strategy
Aircraft ownership
decisions
Non-aircraft
investment
Delivering a sustainable
pre-tax ROIC of >10%
–
–
Distributions
2
The board expects to consider distributions
once earnings have substantially
recovered and in the context
of a supportive broader economic
environment and recovery
1
Refers to Gross Debt to EBITDASA metric. See Glossary on slide 28for definition
2
See Air New Zealand’s distribution policyfor further details. Dividends are currently suspended
20
Financial
performance
Substantial and
sustained recovery
in earnings
Supportive broader
macroeconomic
environment and
recovery
Indicates current performance against this metric

AIR NEW ZEALAND RETAIL BOND OFFER
Gearing (%)
3
Liquidity ($ millions)
Target gearing range
1
As noted on slide 20, Gross Debt to EBITDASA is the other key capital management metric that has not yet been restored. This will require at least 12 months of normalisedEBITDASA to return to its target range
2
Historical 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 also on Fair Value Hedge of Foreign Currency Risk on Non-Financial Assets (IFRS 9). Such restatements are explained in Air New Zealand’s results (see the FY20 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)
3.
Refer to Glossary on slide 28 for definitions
Recapitalised balance sheet has restored key metrics
1,2
1,594
1,369
1,343
1,055
1,338
FY20FY18FY16FY17FY22FY19FY21
1,416
2,193
Cash and Cash EquivalentsUndrawn Crown Loan
Net Debt ($ millions)
3
Equity ($ millions)
1,990
2,133
2,399
2,517
2,966
2,705
1,392
FY18FY16FY19FY17FY21FY20FY22
2,019
1,916
2,070
1,989
1,314
1,098
1,677
FY16FY19FY17FY18FY20FY21FY22
FY16FY18
50%
FY17FY22
53%
54%
56%
69%
71%
45%
FY19FY20FY21
Covid-impacted periodCovid-impacted period
Covid-impacted period
Covid-impacted period
21

AIR NEW ZEALAND RETAIL BOND OFFER
1
Debt maturity profile represented in NZD with foreign currency debt translated into NZD at 30 June 2022 balance sheet foreignexchange rates, as outlined in note 24 of FY22 annual financial statements.
2
Finance leases are lease liabilities with purchase options. Operating leases are lease liabilities without purchase options
3
Cash, restricted deposits and net open derivatives
4
Weighted average life of secured aircraft debt, finance leases and existing unsecured debt. Excludes operating leases, redeemable shares and proposed NZD bond offer
Debt maturity profile as at 30 June 2022
1
($ millions)
•Gross Debt of $3.6 billion
−comprising: ~$2.1 billion secured aircraft debt and finance
leases
2
, $656 million operating leases
2
, existing $50 million
unsecured NZD bond, $608 million unsecured AUD bonds,
$200 million redeemable shares
•Cash
3
of $2.2billion
•Net Debt of $1.4 billion
•Undrawn New Crown Loan of $400 million expiring 30 January
2026
•Weighted average debt and finance lease
2
maturity of ~4 years
4
•Air NZ intends to continue to raise secured aircraft debt financing
on certain new aircraft deliveries, as is normal practice for the
airline
Capital structure as at 30 June 2022
Air New Zealand’s debt structure provides flexibility
•No financial covenants on debt
•Reduced refinancing risk
•Competitive financing costs
•Prepayment optionality
Air New Zealand retains flexibility over
redemption and cancellation of remaining
$200m of Redeemable Shares, subject to final
redemption date in Dec 2046. Air New Zealand’s
current intention is to redeem the remaining
$200m before the end of the 2022 calendar year
Debt structure and maturity profile
$50m New Zealand Retail
Bond that matures in Oct
2022
367
355
320
262
245
117
81
61
138
80
16
11
200
50
332
277
FY27FY25FY23FY33FY30FY24FY26FY28FY29FY31FY32FY34FY47
Redeemable SharesSecured Aircraft Debt and Finance Leases
2
NZ Retail BondAustralian Medium Term Notes
22

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
AIR NEW ZEALAND RETAIL BOND OFFER
Summary of key bondholder highlights
23
Ongoing strong
Government
support
Leading
domestic
market share
Critical
infrastructure for
New Zealand
Limited transport
alternatives
Commitment to
investment grade
rating
Support provided by the
New Zealand
Government;given its
commitment to
maintaining a majority
shareholding
Strong market share in
New Zealand of ~85%,
the highest of any
airline in the APAC
region
National flag carrier
with iconic brand
reputation, providing a
critical service to New
Zealand’s transport
infrastructure
Air travel demand is
underpinned by New
Zealand’s geographic
position and road/rail
infrastructure
Air New Zealand
intends to maintain its
Moody’s investment
grade credit rating

24
All information is private and confidential
Bond Issuance

AIR NEW ZEALAND RETAIL BOND OFFER
Summary terms
1
Or, If such date is not a Business Day, the immediately following Business Day with no adjustment to be made to the amount payable as a result of the delay in payment
The Terms Sheet sets out the key terms of the Offer and the Bonds. You should read the Terms Sheet in its entirety before makingany investment decision. The Bonds will constitute unsecured, unsubordinated debt obligations of Air
New Zealand and rank equally and without preference among themselves. The Bonds also rank equally with all other unsecured and unsubordinated creditors of Air New Zealand. The Bonds will rank after the claims of secured
creditors of Air New Zealand and creditors preferred by law. None of the Subsidiaries or Affiliates of Air New Zealand nor any other person (including any shareholder of Air New Zealand) guarantees the obligations of Air New Zealand
in respect of the Bonds.
25
Issuer
Air New Zealand Limited
Description
Unsecured, unsubordinated, fixed rate bonds of Air New Zealand
Offer amount
Up to $75,000,000 of Bonds (with the ability to accept oversubscriptions of up to an additional $25,000,000 of Bonds at Air
New Zealand’s discretion)
Purpose of the Offer
The proceeds of the Offer will be used for general business purposes including to fund repayment of the AIR020 Bonds on
maturity
Term
5.5 year, maturing on 27 April 2028
Closing Date / Rate Set Date
12:00pm, on Thursday, 20 October 2022
Issue Date
Thursday, 27 October 2022
Maturity Date
Thursday, 27 April 2028
Interest Rate
The Interest Rate will be set on the Rate Set Date (Thursday, 20 October 2022) and will be a fixed interest rate, being the Base
Rate plus the Margin (which may be above or below the Indicative Margin), subject to a minimum Interest Rate of 6.00% per
annum. The Interest Rate will be announced by Air New Zealand via NZX on the Rate Set Date
Interest payments
Interest will be payable semi-annually in arrear in equal amounts on 27 April and 27 October of each year up to and including
the Maturity Date
1
. The first Interest Payment Date will be Thursday, 27 April 2023
Minimum application amount
Minimum application of $5,000 with multiples of $1,000 thereafter
Joint Lead Managers
ANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac
Supervisor
The New Zealand Guardian Trust Company Limited
Quotation
Air New Zealand will take any necessary steps to ensure that the Bonds are, immediately after issue, quoted on the NZX Debt
Market. NZX ticker code AIR030 has been reserved for the Bonds

AIR NEW ZEALAND RETAIL BOND OFFER
Offer process
26
Who may apply for Bonds
•All of the Bonds (including oversubscriptions) are reserved for subscription by clients of the Joint Lead
Managers, institutional investors and other primary market participants invited to participate in the bookbuild
•There will be no public pool for the Bonds
•Retail investors should contact a Joint Lead Manager, their financial adviser or any primary market
participant for details on how they may acquire Bonds. You can find a Primary Market Participant by visiting
https://www.nzx.com/services/market-participants/find-a-participant
•Each investor's broker or financial adviser will be able to advise them as to what arrangements will need to
be put in place for the investor to trade the Bonds including obtaining a common shareholder number
(CSN), an authorisation code (FIN) and opening an account with a Primary Market Participant, as well as
the costs and timeframes for putting such arrangements in place
Brokerage •Air New Zealand will pay brokerage of 0.50% plus 0.25% on firm allocations

AIR NEW ZEALAND RETAIL BOND OFFER
Key dates
27
Opening Date
Monday, 17 October 2022
Roadshow
Monday, 17 October and Tuesday, 18 October 2022
Closing Date
12:00pm, on Thursday, 20 October 2022
Rate Set Date
Thursday, 20 October 2022
Issue Date
Thursday, 27 October 2022
Expected date of initial quotation on the
NZX Debt Market
Friday, 28 October 2022
First Interest Payment Date
Thursday, 27 April 2023
Maturity Date
Thursday, 27 April 2028
The dates set out in this presentation are indicative only and subject to change. Air New Zealand has the right in its absolute discretion and without notice to close the Offer early, to extend the Closing Date (subject to the NZX Listing
Rules), to accept late applications or to choose not to proceed with the Offer. If the Closing Date is changed, other dates (such as the Issue Date, the Maturity Date and the Interest Payment Dates) may be changed accordingly. If Air
New Zealand chooses to cancel the Offer and the issue of the Bonds, all application monies received will be refunded (withoutinterest) as soon as possible.

AIR NEW ZEALAND RETAIL BOND OFFER
Gearing
Net Debt / (NetDebt + Equity); Net Debt includes capitalised aircraft operating lease commitments for the years
prior to 1 July 2019
Earnings before Interest, Tax,
Depreciation, Amortisation, Significant
Items and Associates (EBITDASA)
Operating earnings (before depreciation and amortisation, net finance costs, associate earnings, other significant
items and taxation) plus finance income and cash dividends received from associates less foreign exchange
gains/losses
Gross DebtInterest-bearing liabilities, lease liabilities and redeemable shares
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, plus for
the years prior to 1 July 2019, net aircraft operating lease commitments for the next twelve months multiplied by a
factor of seven (excluding short-term leases, which provided cover for Boeing 787-9 engine issues)
Cash, Restricted Deposits and Net
Open Derivatives
Bank and short-term deposits, interest-bearing assets and net open derivatives held in relation to interest-bearing
liabilities and lease liabilities
Liquidity
Cash and cash equivalents (which excludes restricted deposits) plus the outstanding amount of any Crown
standby loan facility available to be drawn or undrawn redeemable shares
Return on Invested Capital (ROIC)
(EBIT plus interest component of operating leases) / average capital employed (Net Debt plus Equity) over the
period
Glossary of key terms
All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. This presentation includes certain financial measures that are “non-GAAP” (generally accepted accounting practice) financial information. The following non-
GAAP measures are not audited: Gearing, Net Debt, Gross Debt, EBITDASA. Amounts used within the calculations are derived fromthe audited Group financial statements and Five Year Statistical Review contained in the Annual Financial
Results. 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. Such financial information and
financial measures do not have standardised meanings prescribed under New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) or International Financial Reporting Standards (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 or IFRS.
28

AIR NEW ZEALAND RETAIL BOND OFFER
Resources
Contact information
Email: investor@airnz.co.nz
Investor website:www.airnewzealand.co.nz/investor-centre
Monthly traffic updates: www.airnewzealand.co.nz/monthly-operating-data
Corporate governance: www.airnewzealand.co.nz/corporate-governance
Sustainability: www.airnewzealand.co.nz/sustainability
Find more information about Air New Zealand
29

AIR NEW ZEALAND RETAIL BOND OFFER

---

17 October 2022
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

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) gives notice that it intends to undertake an offer (the
Offer) for the issue of unsecured, unsubordinated, fixed rate, 5.5 year bonds due 27 April 2028 (the
New Bonds).
2. The Offer is being made to investors in reliance upon the exclusion in clause 19 of Schedule 1 to the
Financial Markets Conduct Act 2013 (the Act).
3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the Regulations).
4. The New Bonds will have identical rights, privileges, limitations and conditions (except for the interest
rate and maturity date) as Air New Zealand’s existing bonds which are currently quoted on the NZX
Debt Market under the ticker code “AIR020” (the Existing Bonds), and therefore are of the same
class as the Existing Bonds for the purposes of the Act and the Regulations.
5. The Existing Bonds have been continuously quoted on the NZX Debt Market over the preceding three
months. Trading in the Existing Bonds has not been suspended for a total of more than five trading
days during that three month period. However, it is noted that the last day of trading in the Existing
Bonds was 14 October 2022 due to the upcoming maturity date of the Existing Bonds.
6. 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 Existing Bonds;
(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) 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; and
(d) there is no information that would be required to be disclosed under a continuous disclosure
obligation or which would be “excluded information” (and required to be disclosed for the
purposes of clause 20(2)(g) of Schedule 8 to the Regulations) if the Existing Bonds had had
the same interest rate or maturity date as the New Bonds being offered.
END
For all investor relations and media enquiries, please contact:

Leila Peters
GM Corporate Finance
leila.peters@airnz.co.nz
+64 21 743 057
Jennifer Page
General Counsel & Company Secretary
jennifer.page@airnz.co.nz
+64 27 909 0691