2023 Notice of Annual Shareholders’ 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


25 August 2023

2023 Notice of Annual Shareholders’ Meeting

Air New Zealand shareholders are invited to join the Annual Shareholders’ Meeting 2023 which
will be held the Members Lounge, Sky Stadium 105 Waterloo Quay, Pipitea, Wellington on
Tuesday, 26 September 2023 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 27 297 024

---

2023
Notice of
Annual Meeting
Commencing at:
2:00pm, Tuesday 26 September 2023

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:
Members Lounge – Sky Stadium
105 Waterloo Quay, Pipitea, Wellington
on Tuesday, 26 September 2023 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 Dean Bracewell
Dean Bracewell retires by rotation and,
being eligible, stands for re-election
(see Explanatory Notes for profile).
– Resolution 2: To re-elect Laurissa Cooney
Laurissa Cooney retires by rotation and,
being eligible, stands for re-election
(see Explanatory Notes for profile).
– Resolution 3: To re-elect Larry De Shon
Larry De Shon retires by rotation and,
being eligible, stands for re-election
(see Explanatory Notes for profile).
• Shareholder Questions
By Order of the Board
Jennifer Page
General Counsel and Company Secretary
Auckland, New Zealand
24 August 2023
1
AIR NEW ZEALAND GROUPAIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2023
Location map
For your convenience complimentary parking
is available onsite at the venue.
SKY
STADIUM
105 Waterloo Quay
Pipitea
Wellington
AOTEA QUAY
WELLINGTON URBAN MOTORWAY
DAVI S S T
WAT E R LO O Q UAY
THORNDON QUAY
HOBSON ST
MOTUROA ST
THORNDON QUAY
HINEMOA ST
F RYAT T Q UAY

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 Friday 22 September 2023.
Please see the front page of the Proxy / Postal Voting Form
on how to return your proxy or postal vote.
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.
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 Friday
22 September 2023.
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.
Procedural Notes
32
1
Other than the Kiwi Share
AIR NEW ZEALAND GROUPAIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2023

Procedural Notes (continued)Explanatory Notes
Re-election of Directors
(Resolutions 1, 2 and 3)
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
Resolution 1:
Re-election of:
Dean Bracewell
Independent Non-Executive
Director (Appointed 20 April 2020)
Dean has significant experience in the freight and
logistics industry, with the majority of his career spent at
Freightways Limited (Freightways) where he held a number
of senior leadership and Executive roles, including most
recently as Managing Director from 1999 to 2017.
During his over 30-year career at Freightways he led the
business through its successful initial public offering in
2003 and as it diversified its business and extended its
geographical footprint into Australia.
Dean is a Director of Tainui Group Holdings Limited,
Property for Industry Limited, Port of Tauranga Limited
and the Halberg Foundation. He was also a director of the
public policy think tank The New Zealand Initiative and its
predecessor the New Zealand Business Roundtable from
2011 to 2015.
Dean is of Ngāti Maniapoto and Ngāi Te Rangi descent.
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 Friday 22 September 2023.
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.
AIR NEW ZEALAND GROUPAIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2023

Explanatory Notes (continued)Explanatory Notes (continued)
76
Resolution 2:
Re-election of:
Laurissa Cooney
BMS (Hons), FCA, CMinstD
Independent Non-Executive
Director (Appointed 1 October 2019)
Laurissa is a Fellow of the New Zealand Institute of Chartered
Accountants, and a Chartered Member of the Institute of
Directors in New Zealand. She has previously held senior
manager, auditing and consulting roles with Deloitte in New
Zealand and Deloitte Touche in London and was the Chief
Financial Officer for Te Whare Wānanga o Awanuiārangi.
Laurissa currently serves as the Chair of Tourism Bay of
Plenty, and is an Independent Non-Executive Director for
Goodman Property Ltd, Accordant Group Ltd and Aotearoa
Circle and a Trustee on the Charitable Investment Trust for
Ngāi Tai ki Tāmaki. She also holds a role as co-chair for the
Tourism Industry Transformation Plan for the environment
with MBIE. Laurissa is also a Committee Member of the
Chapter Zero NZ Steering Group and was a 2017 recipient of
the Institute of Directors Emerging Director Award.
Laurissa is of Te Āti Hau Nui a Pāpā Rangi (Whanganui) descent.
Resolution 3:
Re-election of:
Larry De Shon
BA Communications, BA Sociology
Independent Non-Executive
Director (Appointed 20 April 2020)
Larry has more than 40 years’ experience in the Aviation and
transportation industries.
Prior to joining Air New Zealand’s Board in April 2020, he was
Chief Executive Officer of Avis Budget Group Inc where he
was responsible for more than 30,000 employees globally.
He also spent 28 years with United Airlines where he held a
number of Executive roles across key business areas such
as Airport Operations, Marketing and On-Board Service.
During his time as the head of United’s worldwide Airport
Operations, he oversaw the airline’s ground operations,
logistics, safety, customer service, product development
and internal communications teams.
Larry is a non-executive director for The Hartford Financial
Services Group Inc, a US-based Fortune 500 investment and
insurance company, and for United Rentals Inc, the largest
equipment rental company in the world.
AIR NEW ZEALAND GROUPAIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2023

98
NotesNotes
AIR NEW ZEALAND GROUPAIR NEW ZEALAND NOTICE OF ANNUAL MEETING 2023

---

Air New Zealand Limited Annual Meeting
Proxy or Postal Voting Form
The Air New Zealand Annual Meeting will be held on Tuesday 26 September 2023, 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 Friday 22 September 2023.
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.
Postal 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 Friday 22 September 2023.
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 Tuesday 26 September 2023 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 Dean Bracewell

2. To re-elect Laurissa Cooney

3. To re-elect Larry De Shon

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 Friday 22 September 2023.
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:

---

25 August 2023
Kia Ora Shareholder
2023 Annual Meeting
I am pleased to invite you to attend our Annual Meeting on 26 September 2023. 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 our plans for the future.
We are delighted to be holding our first Wellington based meeting this year, providing shareholders in
that region the opportunity to join our directors in person.
The meeting will be a hybrid meeting and shareholders that are not able to attend in person will have
the ability to participate virtually.
All 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 nui
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