Amended: SPH Notice – Auckland Council

38402791.1 1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Auckland International Airport Limited
Relevant event being disclosed: A movement of 1% or more in substantial holding
Date of relevant event: 31 August 2023
Date this disclosure made: 1 September 2023
Date last disclosure made: 2 July 2018
Substantial product holder(s) giving disclosure
Full name(s): Auckland Council
Summary of substantial holding
Class of quoted voting products: Auckland International Airport Limited Ordinary Shares (NZX: AIA) (AIA
Shares)
For last disclosure,—
(a) total number held in class: 266,328,912
(b) total in class: 1,190,758,599
(c) total percentage held in class: 22.366% (subsequently diluted to 18.08%)
For this disclosure,
(a) total number held in class: 163,231,466
(b) total in class: 1,472,820,947
(c) total percentage held in class: 11.08%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Transaction
Date
Nature of change Consideration
No. of securities /
votes affected
31 August
2023
On market sale $8.15 per share. (Aggregate: $90,905,100) 11,154,000
31 August
2023
On market sale $8.11 per share. (Aggregate: $209,967,640) 25,889,968

38402791.1 2
31 August
2023
Documentation of
underwritten block
trade (see below)
As determined under the block trade
agreement, being a sale price of $8.10 per
AIA Share (Aggregate: $535,033,334).
66,053,498
On 31 August 2023, Auckland Council entered into a block trade agreement with UBS New Zealand Limited
under which Auckland Council appointed UBS to manage and underwrite the sale of 66,053,498 AIA Shares
at a price determined under the block trade agreement – the resultant price being $8.10 per AIA Share. As
a consequence of the block trade agreement, there is a qualification on the power of Auckland Council to
dispose of or to control the disposal of such shares.
Additional information
Address(es) of substantial product holder(s): 135 Albert Street, Auckland Central, Auckland 1010
Contact details: John Bishop, Treasurer, Auckland Council +64 9 977 6598,
john.bishop@aucklandcouncil.govt.nz
Name of any other person believed to have given, or believed to be required to give, a disclosure under the
Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates:
N/A
Certification
I, John Bishop, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is
made.

---

BLOCK TRADE AGREEMENT
SALE OF SHARES IN AUCKLAND
INTERNATIONAL AIRPORT LIMITED
UBS New Zealand Limited
(Underwriter)
Auckland Council
(Vendor)
SIMPN
GRIÉRSON

CONTENTS
CLAUSE
PAGE
l. DEFINITIONS AND INTERPRETATION : 1
2. SALE _ 3
3. FEES AND COSTS 7
4. REPRESENTATIONS AND WARRANTIES 7
5. UNDERTAKINGS 12
6. INDEMNITY 12
7. PUBLICITY 14
8. EVENTS OF TERMINATION 14
9. TAX 16
10. NOTICE 17
11. GENERAL 18
SCHEDULE 1 TIMETABLE
Auckland Airport - UBS TA(38597677.1)-FINAL-

AGREEMENT DATED
37
2023
PARTIES
l. UBS New Zealand Limited (Underwriter)
2. Auckland Council (Vendor)
INTRODUCTION
A. This agreement sets out the terms and conditions upon which Auckland Council
(Vendor) engages UBS New Zealand Limited (Underwriter) to supply the services for
the disposal of 66,053,498 existing fully paid ordinary shares (Sale Shares) in Auckland
International Airport Limited held by the Vendor (Sale) and to underwrite the Sale.
B. The Underwriter agrees to supply the services to the Vendor for the efficient disposal
of the Sale Shares for the Vendor and for the underwriting of such shares in accordance
with the terms of this agreement.
THIS AGREEMENT RECORDS THAT:
l. DEFINITIONS AND INTERPRETATION
1.1 Definitions: In this agreement, unless the context requires otherwise:
Affiliate of any person has the meaning given to that term in Rule 501(b) of the U.S.
Securities Act and means, in respect of any person, any other person that, directly or
indirectly through one or more intermediaries, Controls, or is controlled by, or is under
common control with, such person.
ASX means ASX Limited or the securities market operated by it (as the context
requires).
ASX Listing Rules means the official listing rules of ASX as waived or modified by ASX
from time to time.
Business Day means a day on which:
(a) NZX and ASX are open for trading in securities; and
(b) banks are open for general banking business in Auckland, New Zealand and
Sydney, Australia.
Company means Auckland International Airport Limited.
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Control (including the terms "controlled by" and "under common control with") means
the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise and the term "person" is deemed to include a
partnership.
FMA means the Financial Markets Authority established under the Financial Markets
Authority Act 2011.
FMCA means the Financial Markets Conduct Act 2013.
FMCR means the Financial Market Conduct Regulations 2014.
GST means goods and services tax chargeable under the GST Act.
GST Act means the Goods and Services Tax Act 1985.
NZX means NZX Limited or the securities market operated by it (as the context
requires).
NZX Listing Rules means the NZX Limited Listing Rules as amended from time to time.
QIB has the meaning given to it in clause 2.4(c).
Regulation S means Regulation S promulgated under the U.S. Securities Act.
Risk Period means the period commencing on the execution of this agreement and
ending at 10.00am on the Trade Date.
Sale has the meaning given to it in paragraph A of the Introduction.
Sale Price has the meaning given to it in clause 2.l(a).
Sale Shares means 66,053,498 existing fully paid ordinary shares in the Company held
by the Vendor.
Settlement Date has the meaning given to it in the Timetable.
Shortfall Shares has the meaning given to it in clause 2.1(b).
Takeovers Code means the Takeovers Regulations 2000.
Timetable means the timetable set out in Schedule l.
Trade Date has the meaning given to it in the Timetable.
Underwritten Floor Price means a price of NZ$7.82.
Underwriter means, UBS New Zealand Limited.
U.S. Securities Act means the U.S. Securities Act of 1933.
Vendor means Auckland Council.
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1.2 Interpretation: In this agreement, unless expressly stated otherwise the following
principles of interpretation apply:
(a) headings and sub-headings are for convenience only and do not affect
interpretation;
(b) a reference to legislation or to a provision of legislation includes a
modification or re-enactment of it, a legislative provision substituted for it
and a regulation or statutory instrument issued under it;
(e) a reference to "dollars" and"$" is to New Zealand currency;
(d) references to the singular include the plural and vice versa;
(e) references to expressions defined in the main body of this agreement or in
any schedule or annexure have the defined meaning throughout this
agreement and in any schedules and annexures;
(f) references to a person include an individual, company, corporation,
partnership, firm, joint venture, association, trust, unincorporated body of
persons, governmental or other regulatory body, authority or entity, in each
case whether or not having a separate legal identity;
(g) references to any obligations not to do anything includes obligation not to
suffer, permit or cause that thing to be done;
(h) references to any document (however described) are references to that
document as novated, supplemented, altered or replaced from time to time
and in any form, whether on paper or in an electronic form;
(i) a reference to a right or obligation of any two or more persons confers that
right, or imposes that obligation, severally and not jointly and severally; and
(j) all references to time are to New Zealand time.
2. SALE
2.1 Sale process: The Vendor agrees to sell the Sale Shares in accordance with the
Timetable and the Underwriter agrees:
(a) to manage the Sale by conducting a bookbuild in accordance with the
Timetable under which third party purchasers will be invited to submit bids
for the Sale Shares and by procuring third party purchasers for the Sale
Shares ultimately at the final per share price for the Sale Shares determined
under clause 2.2 (Sale Price); and
(b) subject to the remainder of this clause 2 and clause 8, to underwrite the Sale
and itself purchase the aggregate number of Sale Shares:
(i) which have not been purchased by third party purchasers (or the
Underwriter's Affiliates) as at 10am on the Trade Date at the
Underwritten Floor Price; and
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Page 4
(ii) which third party purchasers were allocated but failed to settle
such allocations on the Settlement Date, at the Sale Price,
(or such other time as the parties agree in writing) (Shortfall Shares).
2.2 Sale Price: The Underwriter, in consultation with the Vendor, will determine the Sale
Price for the Sale Shares having regard to the results of the bookbuild. The Sale Price
must not be less than the Underwritten Floor Price.
2.3 Information: The Underwriter will provide regular updates to and consult with the
Vendor in relation to the bookbuild and allocations of the Sale Shares, including:
(a) updates on the orders for the Sale Shares obtained throughout the
bookbuild;
(b) the names of the accounts placing orders and where available to the
Underwriter, and requested by the Vendor, details of the underlying
beneficial accounts;
(e) the details of the orders, including sizes of orders, coverage ratios at different
prices, the price of any orders and/or any price limits associated with such
orders and the time of the orders; and
(d) such other information as reasonably requested by the Vendor from time to
time.
The investors acquiring Sale Shares may include the Underwriter's Affiliates. The
Underwriter will, in respect of any third party which appears to be acting in a nominee
capacity and which has not already provided details of underlying beneficial accounts,
make reasonable inquiry of the third party to determine the identity of underlying
beneficial accounts.
2.4 Offer Restrictions: The Underwriter will conduct the Sale:
(a) in accordance with all applicable laws in any jurisdiction including the
Financial Markets Conduct Act 2013 (the FMCA), the Takeovers Regulations
2000 (the Takeovers Code) and the Overseas Investment Act 2005 (the OIA)
provided that the Underwriter will not be in breach of this sub-paragraph (a)
to the extent any breach is caused by an act or omission by the Vendor, or its
Affiliates, officers, employees or representatives which constitutes a breach
by the Vendor of its representations and warranties in clause 4.1 and
undertaking in clause 5;
(b) by way of an offer only:
(i) if in New Zealand, to persons who do not require a product
disclosure statement or other disclosure document pursuant to
Part 3 of the FMCA;
(ii) if in Australia, to persons, and by way of transactions, that do not
need a prospectus or other disclosure document (including
disclosure under Part 6D.2 of the Corporations Act or any other
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Page 5
lodgement, delivery, registration or filing with, or approval by, a
government agency); and
(iii) if outside Australia and New Zealand, to persons, and by way of
transactions, to whom offers for sale of securities may lawfully be
made without requiring the preparation, delivery, lodgement or
filing of any prospectus or other disclosure document or any other
lodgement, registration or filing with, or approval by, a government
agency (other than any such requirement with which the Vendor,
in its sole and absolute discretion, is willing to comply);
(e) U.S. offer restrictions: For the purposes of the U.S. federal securities laws,
the parties to this agreement acknowledge and agree as follows:
(i) the Sale Shares have not been, and will not be, registered under the
U.S. Securities Act;
(ii) the Sale Shares shall only be offered and sold to persons:
(A) outside the United States, in "offshore transactions" (as
defined in Rule 902(h) under the U.S. Securities Act) in
reliance on Regulation S under the U.S. Securities Act
(Regulation S); and
(B) in the United States:
B.1. that the Underwriter reasonably believes are
"Qualified Institutional Buyers" as defined in
Rule 144A under the U.S. Securities Act (QIBs),
in transactions exempt from the registration
requirements of the U.S. Securities Act pursuant
to Rule 144A under the U.S. Securities Act (Rule
144A); or
B.2. that are dealers or other professional fiduciaries
organised or incorporated in the United States
that are acting for an account (other than an
estate or trust) held for the benefit or account
of persons that are not "U.S. persons" (as
defined in Rule 902(k) under the U.S. Securities
Act) (being U.S. Persons), for which they have,
and are exercising, investment discretion,
within the meaning of Rule 902(k)(2)(i) of
Regulation S (an Eligible U.S. Fund Manager), in
reliance on, and in compliance with, Regulation
Sunder the U.S. Securities Act (Regulation S),
provided that, in the case of B.1 and B.2, Sale Shares will
only be sold to investors that have executed and
delivered a letter containing representations and
warranties confirming, among other things, their status as
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Page 6
a QIB or Eligible U.S. Fund Manager, on or prior to the
Settlement Date (Investor Representation Letter).
(d) U.S. opinion: The Vendor will procure that Baker McKenzie, special U.S.
counsel to the Vendor, will provide the Underwriter with an opinion on the
Settlement Date and dated as of that date and expressed to be for their
benefit, such opinion to be substantially in the form of the draft provided to
the Underwriter prior to the execution of this agreement, to the effect that
no registration of the Sale Shares is required under the U.S. Securities Act for
the initial offer and sale of the Sale Shares and the initial resale of the Sale
Shares by the Underwriter, in each case in the manner contemplated by this
agreement.
2.5 Investor Representations: The Underwriter must require any investor that purchases
the Sale Shares to confirm in favour of the Vendor, including through deemed
representations and warranties or in their Investor Representation Letter (as
applicable), among other things:
(a) its status as an investor meeting the requirements of clause 2.4; and
(b) that it is able to make the relevant purchase in compliance with all relevant
laws and regulations (including the insider trading provisions of the FMCA,
the Takeovers Code and the OIA).
2.6 Sale: The Underwriter will procure that the Sale under this clause 2 is effected on the
Trade Date, by way of one or more special crossings (in accordance with the Participant
Rules of NZX and the ASX Settlement Operating Rules), at the Sale Price, with
settlement to follow in accordance with the clause 2.7(a) of this agreement.
2.7 Settlement:
(a) settlement will take place on a "T+2" basis in accordance with New Zealand
Clearing and Depository Corporation Limited's Clearing and Settlement Rules
and with ASX Settlement Operating Rules.
(b) the Vendor will do all things necessary to enable the Underwriter to sell the
Sale Shares in accordance with this agreement. Without prejudice, subject
to the remainder of this clause 2 and clause 8, by 7am on the Settlement
Date, the Vendor will ensure that all Sale Shares are made available, or
placed into an account nominated by, the Underwriter to facilitate
settlement on a delivery vs payment basis (and strictly on the basis that such
Sale Shares are held by the Underwriter (or its nominee) for the benefit of
the Vendor pending settlement).
(e) subject to the remainder of this clause 2 and clause 8, by 2pm on the
Settlement Date, the Underwriter will arrange for the payment to the Vendor
of an amount equal to the Sale Price multiplied by the number of Sale Shares
being sold by the Vendor, by transfer to the Vendor's nominated bank
account(s) for value (in cleared funds) against delivery of the Sale Shares
being sold by the Vendor.
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3.
FEES AND COSTS
3.1
3.2
Fees: In consideration of performing its obligations under this agreement, the
Underwriter will be entitled to such fees as the parties agree in writing.
Costs: The parties will each bear their own legal costs (if any) and all their other out-
of-pocket expenses (if any) in connection with this agreement and the transactions
contemplated by it.
4.
REPRESENTATIONS AND WARRANTIES
4.1
. Representations and Warranties by Vendor: As at the date of this agreement and on
each day until and including the Settlement Date, the Vendor represents and warrants
to the Underwriter that:
(a) Authority: it has taken all corporate action necessary to authorise its entry
into this agreement and to carry out the transactions that this agreement
contemplates;
(b) Agreement Effective: this agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
(c) Power to Sell: it has the corporate authority and power to sell the Sale
Shares under this agreement and no person has a conflicting right, whether
contingent or otherwise, to purchase or to be offered for purchase the Sale
Shares;
(d) Ownership, Encumbrances: it is the registered holder and sole legal owner
of the Sale Shares and will transfer the full legal and beneficial ownership of
those Sale Shares free and clear of all liens, charges, security interests, claims,
equities and pre-emptive rights, subject to registration of the transferee(s) in
the register of shareholders of the Company;
(e) Sale Shares: following sale, the Sale Shares will rank equally in all respects
with all other outstanding ordinary shares of the Company, including their
entitlement to dividends;
(f) Listing: the Sale Shares are quoted on the NZX and the ASX;
(g) No Insider Trading Offence: the sale of the Sale Shares will not constitute a
violation by it of subpart 2 of Part 5 of the FMCA and Division 3 of Part 7.10
of the Corporations Act 2001 (Cth);
(h) No Stabilisation or Manipulation: it has not taken and will not take, directly
or indirectly, any action designed to, or that might reasonably be expected
to, cause or result in the stabilisation or manipulation of the price of the Sale
Shares in violation of any applicable law; and
(i) Vendor U.S. Representations:
(i) neither it, nor any person acting on behalf of it (other than the
Underwriter or its Affiliates or any person acting on behalf of any
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Page 8
of them, as to whom it makes no representation) has offered or
sold, or will offer or sell, any of the Sale Shares, directly or
indirectly, in the United States, using any form of "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the U.S. Securities Act or in any manner involving a
public offering of the Sale Shares in the United States within the
meaning of 4(a)(2) of the U.S. Securities Act;
(ii) with respect to those Sale Shares offered and sold in reliance on
Regulation S, neither it, nor any person acting on behalf of it (other
than the Underwriter or its Affiliates or any person acting on behalf
of any of them, as to whom it makes no representation) has directly
or indirectly engaged or will engage in any "directed selling efforts"
(as that term is defined in Rule 902(c) under the U.S. Securities Act);
(iii) to the best of its knowledge, the Company is a "foreign private
issuer" as defined in Rule 405 under the U.S. Securities Act and
there is no 'substantial U.S. market interest' (as defined in Rule
902(j) under the U.S. Securities Act) in the Sale Shares or any
security of the same class or series as the Sale Shares;
(iv) subject to the accuracy of the representations made by the
Underwriter under clause 4.2(j) of this agreement, it is not
necessary to register the offer and sale of the Sale Shares to the
Underwriter (or its Affiliates) or investors, and the initial resale of
the Sale Shares by the Underwriter, in each case in the manner
contemplated by this agreement, under the U.S. Securities Act, it
being understood that it makes no representation or warranty
about any subsequent resale of the Sale Shares;
(v) to the best of the knowledge of the Vendor, the Company is not,
and immediately after giving effect to the offering and sale of the
Sale Shares will not be, required to register as an "investment
company" under the U.S. Investment Company Act 1940;
(vi) to the best of its knowledge, the Sale Shares are eligible for resale
pursuant to Rule 144A and are not of the same class as securities
listed on a national securities exchange registered under Section 6
of the U.S. Securities Exchange Act of 1934 (Exchange Act) or
quoted in a U.S. automated interdealer quotation system;
(vii) to the best of its knowledge, the Company is exempt from reporting
under Section 13 or 15(d) of the Exchange Act pursuant to Rule
12g3-2(b) thereunder;
(viii) neither the Vendor, nor any person acting on behalf of it (other
than the Underwriter or its Affiliates or any person acting on behalf
of any of them, as to whom no representation or warranty is made),
has solicited any offer to buy, offered to sell or sold, and none of
them will solicit any offer to buy, offer to sell or sell, in the United
States any security which could be integrated with the sale of the
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Page 9
Sale Shares in a manner that would require the offer and sale of the
Sale Shares to be registered under the U.S. Securities Act;
(j) Anti-Money Laundering: the operations of the Vendor are conducted in all
material respects in compliance with all applicable anti-money laundering
laws and regulations (collectively, the "Money Laundering Laws") and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Vendor with respect to the
Money Laundering Laws is pending or, to the best knowledge of the Vendor
(after due and careful enquiry), threatened;
(k) Foreign Corrupt Practices: neither the Vendor nor any councillor, director,
officer or, to the best of the knowledge of the Vendor (after due and careful
enquiry), any agent, employee, affiliate or other person acting on behalf of
the Vendor has engaged in any activity or conduct that would violate any
applicable anti-bribery or anti-corruption law or regulation or which would
cause the Underwriter to be in breach of any applicable anti-bribery or anti-
corruption law or regulation; and the Vendor has conducted its businesses in
compliance with the applicable anti-bribery or anti-corruption law or
regulation and have instituted and maintained policies and procedures
designed to comply with such laws, rules and regulations;
(I) Sanctions: neither the Vendor nor any of its councillors, directors, officers or,
to the best of the knowledge of the Vendor (after due and careful enquiry),
any agents, employees or affiliates is an individual or entity (a "Person") that
is, or is owned or controlled by Persons that are:
(i) the target of any sanctions administered or enforced by the Office
of Foreign Assets Control of the U.S. Department of the Treasury
("OFAC"), the U.S. Department of State, the United Nations
Security Council, the European Union, the Commonwealth of
Australia, His Majesty's Treasury or any other relevant sanctions
authority (collectively, the "Sanctions"); or
(ii) located, organised or resident in a country or territory that is, or
whose government is, the target of Sanctions, including, without
limitation, the Crimea region, Donetsk and Luhansk regions of
Ukraine, Cuba, Iran, North Korea, Sudan, Syria and Russia (a
"Sanctions Target"), nor is the Vendor transacting business, directly
or indirectly, with a Sanctions Target.
4.2 Representations and Warranties of the Underwriter: As at the date of this agreement
and on each day until and including the Settlement Date, the Underwriter represents
and warrants to the Vendor that:
(a) Body Corporate: it is a body corporate validly existing and duly established
and duly incorporated under the laws of its place of incorporation;
(b) Authority: it has taken all corporate action necessary to authorise its entry
into this agreement and to carry out the transactions that this agreement
contemplates;
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(c) Agreement Effective: this agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
{d) Licences: it holds all licences, permits and authorities necessary for it to fulfil
its obligations under this agreement;
(e) Cartel Conduct: in connection with the Sale and/or subsequent sale of
Shortfall Shares, it (or its Affiliates) will not enter into any contract or
arrangement, or arrive at any understanding, with any other person that
contains an unlawful cartel provision for the purposes of section 30 of the
Commerce Act 1986 or any other analogous competition law, or otherwise
give effect to an unlawful cartel provision or any other contract, arrangement
or understanding that would breach applicable competition law. In particular
the Underwriter must make its own independent decisions whether to hold
or sell any Shortfall Shares, and if so, for how long and at what price;
(f) No Stabilisation or Manipulation: neither it nor any of its Affiliates has taken
or will take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in the stabilisation or
manipulation of the price of the Sale Shares in violation of any applicable law;
(g) Liability for Resales: any resales by it (or any of its Affiliates) of Sale Shares
will be arranged by it (or its Affiliate) as principal and independently of the
Vendor, and it will ensure that any resales in any jurisdiction comply with all
applicable laws and that the manner of any resales is such that the Vendor
will not be liable in respect of such resales under the laws of any relevant
jurisdiction, whether as a promoter or otherwise;
(h) No Reliance: it has made its own independent enquiry and investigations in
relation to the Sale Shares and the Company and has entered into this
agreement in reliance solely on its own judgment and not in reliance on any
representations or conduct of the Vendor or any of its representatives (other
than those expressly set out in this agreement); and
(i) Compliance: it and its Affiliates will perform their obligations under this
agreement, and the Sale will be conducted by them, in accordance with all
applicable laws and regulations in any relevant jurisdiction, provided that it
shall not be in breach of this warranty to the extent any breach is caused by
any act or omission of the Vendor.
{j) Underwriter's U.S Representations:
(i) it acknowledges that the offer and sale of the Sale Shares have not
been and will not be registered under the U.S. Securities Act and
may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the U.S Securities Act;
(ii) none of it, its Affiliates nor any person acting on behalf of any of
them has solicited offers for or offered to sell, and none of them
will solicit offers for, or offer or sell, the Sale Shares in the United
States, using any form of "general solicitation" or "general
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Page 11
advertising" within the meaning of Rule 502(c) under the U.S.
Securities Act;
(iii) with respect to those Sale Shares to be offered and sold in reliance
on Regulation S, none of it, its Affiliates nor any person acting on
behalf of any of them has engaged or will engage in any "directed
selling efforts" (as that term is defined in Rule 902(c) under the U.S.
Securities Act);
(iv) all offers and sales of the Sale Shares in the United States by it and
any of its Affiliates will be effected through its U.S. broker-dealer
Affiliates;
(v) it, its Affiliates and any person acting on behalf of any of them has
offered and sold the Sale Shares, and will offer and sell the Sale
Shares:
(A) in the United States only (A) to a limited number of
persons that it reasonably believes to be Qlßs in
transactions exempt from the registration requirements
of the U.S. Securities Act under Rule 144A thereunder, or
(B) to Eligible U.S Fund Managers, in reliance on
Regulation S; and
(B) to persons that are not in the United States in "offshore
transactions" (as defined in Rule 902(h) under the U.S.
Securities Act) in accordance with Regulation S,
provided that, in the case of clause 4.2(j)(v)(A), it has only
sold and will only sell Sale Shares to investors that have
executed an Investor Representation Letter; and
(vi) the Underwriter is an institutional accredited investor within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the U.S. Securities
Act or it is not in the United States.
4.3 Reliance: Each party receiving a representation and warranty acknowledges that each
other has relied on the above representations and warranties and will continue to rely
on these representations and warranties in performing its obligations under this
agreement. The above representations and warranties continue in full force and effect
notwithstanding completion of this agreement.
4.4 Notification: Each party agrees that it will notify the other party immediately upon
becoming aware of any of the following occurring prior to the completion of the Sale:
(a) any material change affecting any of the foregoing representations and
warranties; or
(b) any of the foregoing representations or warranties becoming materially
untrue or materially incorrect.
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S. UNDERTAKINGS
The Vendor undertakes to the Underwriter that the Vendor is and will remain, at all times prior
to settlement on the Settlement Date, in compliance with the FMCA, the Takeovers Code and
any legally binding requirement of the FMA or NZX insofar as applicable to the Vendor, in each
case to the extent such breach impacts or could reasonably be expected to impact the sale of
the Sale Shares, this agreement or the Company.
6. INDEMNITY
6.1
Losses: Subject to clauses 6.2 and 6.12 the Vendor agrees with the Underwriter that
it will keep the Underwriter and its Affiliates and its (and its Affiliates') respective
directors, officers and employees (Indemnified Parties) indemnified against any
losses, damages, liabilities, costs, claims, actions and demands (including any expenses
arising in connection therewith on a dollar for dollar basis) (Losses) to the extent that
such Losses are incurred in connection with this agreement or as a result of a breach
of this agreement by the Vendor, including any breach of any of the above
representations, warranties or undertakings given by the Vendor, and will reimburse
the Underwriter and each other Indemnified Party for all out-of-pocket costs, charges
and expenses on a dollar for dollar basis which it may reasonably pay or incur in
connection with investigating, disputing or defending any such action, demand or
claim for which it is indemnified under this agreement.
6.2 Exclusions: The indemnity in clause 6.1 does not extend to and is not to be taken as
an indemnity against any Losses of an Indemnified Party with respect to any damage
to reputation or to the extent any Losses are finally judicially determined to have
resulted from:
(a) any fraud, recklessness, wilful misconduct or negligence of the Indemnified
Party or its Affiliates, or their respective directors, officers or employees;
(b) any penalty or fine which the Indemnified Party is required to pay for any
contravention of any law by the Indemnified Party or its Affiliates, or their
respective directors, officers or employees;
(e) any amount in respect of which the indemnity would be illegal, void or
unenforceable under any applicable law; or
(d) any breach by the Underwriter of this agreement, except to the extent such
a breach resulted from an act or omission on the part of the Vendor.
6.3 Indemnified Party Release: The Vendor also agrees that no Indemnified Party will
have any liability to the Vendor, any of its Affiliates or any of their respective
councillors, directors, officers, employees, advisers, representatives or agents of any
of them or any of the Vendor's security holders or creditors for any Loss suffered by
any of them in relation to any event to which the indemnity at clause 6.1 applies. This
release does not apply to the extent that any Losses are finally judicially determined
to have resulted from any of the matters set out in clauses 6.2(a) to (d).
6.4 Settlement: The Vendor and each Indemnified Party must not make any admission of
liability or settle any action, demand or claim to which the Indemnity in clause 6.1
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relates without the prior written consent of the Vendor or the Underwriter, as
applicable, such consent not to be unreasonably withheld.
6.5 Notice by Underwriter: The Underwriter will, to the extent permitted by law, notify
the Vendor as soon as reasonably practicable of any proceeding being commenced, or
any claim or action being made, against the Underwriter or any other Indemnified
Party, which is reasonably likely to give rise to a claim against the Vendor pursuant to
the indemnity under clause 6.1. The failure of the Underwriter to notify the Vendor
pursuant to this clause 6.5 will not release the Vendor from any obligation or liability
which it may have pursuant to this agreement except that, if the Underwriter's failure
to notify results in a defence no longer being available to the Vendor or a material
increase in the amount payable by the Vendor under the indemnity under clause 6.1,
the amount payable to the Indemnified Party under the indemnity in clause 6.1 will be
reduced by the extent to which the Vendor would suffer loss or damage as a
consequence of that failure on the part of the Underwriter to notify the Vendor.
6.6 Continuing Obligations: The indemnity in clause 6.1 and the release in clause 6.3 are
continuing obligations, separate and independent from the other obligations of the
parties under this agreement and survive termination or completion of this
agreement. It is not necessary for the Underwriter to incur expense or make payment
before enforcing the indemnity.
6.7 Privity: The parties agree that, for the purposes of Subpart 1 of Part 2 of the Contract
and Commercial Law Act 2017, the indemnity in clause 6.1 and the release in clause
6.3 is intended to confer a benefit on, and be enforceable by, each Indemnified Party.
6.8 Contribution: Subject to clause 6.9, the parties agree that if for any reason the
indemnity in clause 6.1, is unavailable or insufficient to hold harmless any Indemnified
Party against any Losses against which the Indemnified Party is stated to be
indemnified (other than as expressly excluded), the respective proportional
contributions of the Vendor and the Indemnified Party or the Indemnified Parties in
relation to the relevant Losses will be as agreed or, failing agreement, as determined
by a court of competent jurisdiction, having regard to relative intent, knowledge,
access to information and opportunity to correct any untrue statement or omission.
6.9 Contribution Cap: The Vendor agrees with each of the Indemnified Parties that in no
event will the Underwriter and its associated Indemnified Parties be required to
contribute under clause 6.8 to any Losses in an aggregate amount that exceeds the
aggregate of the fees paid to the Underwriter under this agreement.
6.10 Indemnified Party Reimbursement: If an Indemnified Party pays an amount in relation
to Losses where it is entitled to contribution from the Vendor under clause 6.8 the
Vendor agrees promptly to reimburse the Indemnified Party for that amount.
6.11 Vendor Reimbursement: If the Vendor pays an amount in relation to Losses where it
is entitled to contribution from the Indemnified Parties under clause 6.8 the
Underwriter must promptly reimburse the Vendor for that amount.
6.12 General Underwriting Losses Excluded: Under no circumstances will the Vendor be
liable for any Losses incurred or made by the Underwriter solely as a result Of any
resale of any Sale Shares acquired from the Vendor pursuant to this agreement.
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7. PUBLICITY
7.1
7.2
Announcements: Unless required by applicable law, a legal or regulatory authority or
applicable listing rules, and except as required in relation to procedural
announcements to be issued in connection with the Sale (including via Bloomberg),
the prior written consent of the Vendor must be obtained prior to the Underwriter
making any public release or public announcement in relation to the Sale prior to 60
Business Days after the date of this agreement and such release or announcement
must be in compliance with all applicable laws, including the securities laws of New
Zealand, Australia, the United States and any other jurisdiction.
Advertisements: Notwithstanding clause 7.1, the Underwriter may, after settlement
on the Settlement Date, place advertisements in financial and other newspapers and
journals at its own expense describing its service to the Vendor or otherwise make
reference to its service to the Vendor and the Sale in any pitch, case study, deal sheets
or credentials which the Underwriter uses as part of its ordinary course investment
banking and/or capital markets business, provided such advertisements or other
reference are in compliance with all applicable laws, including the securities laws of
New Zealand, the United States and any other jurisdiction and are consistent with
other publicly available information in relation to the Sale.
8.
EVENTS OF TERMINATION
8.1 Termination by the Underwriter: If, at any time during the Risk Period, any of the
following matters occurs, then the Underwriter may, in its sole discretion, terminate
this agreement without cost or liability to itself by giving written notice to the Vendor:
(a) NZX or ASX actions: NZX or ASX does any of the following:
(i) announces that the Company will be removed from the official list
of the NZX Main Board or ASX or ordinary shares in the Company
will be suspended from quotation (other than with the approval
(not to be unreasonably withheld or delayed), or at the request, of
the Underwriter);
(ii) removes the Company from the official list of the NZX Main Board
or ASX; or
(iii) suspends the trading of ordinary shares in the Company for any
period of time (excluding any trading halt put in place in connection
with, or to facilitate, the Sale).
(b) FMA or ASIC Inquiry: the FMA or ASIC issues or threatens to issue
proceedings or to commence any inquiry or investigation in relation to the
Sale (other than in respect of the actions of the Underwriter where such
actions are not contemplated by this agreement);
(c) Other Termination Events: any of the following occurs:
(i) Banking moratorium: a general moratorium on commercial
banking activities in New Zealand, Australia, United States or the
United Kingdom is declared by the relevant central banking
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authority in any of those countries, or there is a material disruption
in commercial banking or security settlement or clearance services
in any of those countries; or
(ii) Breach of Agreement: the Vendor is in default of any of the terms
and conditions of this agreement or breaches any representation,
undertaking or warranty given or made by it under this agreement.
8.2 Materiality Threshold for Underwriter Termination: No event contemplated in clause
8.1 entitles the Underwriter to exercise a termination right unless, in the reasonable
opinion of the Underwriter, it:
(a) has, or would reasonably be expected to have, a material adverse effect on:
(i) the outcome or settlement of the Sale; or
(ii) the price at which ordinary shares in the Company are sold on the
NZX or the ASX; or
(b) would reasonably be expected to give rise to a liability of the Underwriter or
any of its Affiliates under the FMCA or any other applicable law.
8.3 Termination by the Vendor: If at any time during the Risk Period, the Underwriter or
any of its Affiliates is in default of any provision of this agreement or breaches any
representation, warranty or undertaking given or made by it under this agreement,
then the Vendor may at any time before the expiry of the Risk Period by giving written
notice to the Underwriter immediately terminate this agreement in its entirety
without cost or liability to itself including, for the avoidance of doubt, without
obligation to pay any fees to the Underwriters, provided that:
(a) the obligations of the Underwriters (except with respect to any rights which
have accrued prior to such termination) under this agreement immediately
end;and
(b) any entitlements of the Underwriter accrued under this agreement, including
any right to be indemnified, survive.
8.4 Materiality Threshold for Vendor Termination: The Vendor is not entitled to exercise
its termination rights under clause 8.3 unless the relevant breach or default by the
Underwriter or any of its Affiliates:
(a) has, or would reasonably be expected to have, a material adverse effect on:
(i) the outcome or settlement of the Sale; or
(ii) the price at which the Sales Shares may be sold pursuant to the
Sale; or
(b) would reasonably be expected to give rise to a material liability of the Vendor
or any of its Affiliates under the FMCA or any other applicable law.
8.5 Effect of Termination: Where, in accordance with this clause 8, the Underwriter
terminates its obligations under this agreement, all parties will be relieved of all further
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obligations under this agreement, except with respect to any rights which have
accrued prior to such termination and except as set out in clause 6.6.
9.
TAX
9.1
9.2
Interpretation: Unless the context suggests otherwise, all words and phrases used in
this clause 9 (other than clause 9.7) that are defined in the GST Act have the meanings
given in the GST Act.
Financial services: The parties record their understanding that any supplies made in
New Zealand by the Underwriter in discharging its obligations to the Vendor under this
agreement that are subject to the GST Act are supplies of financial services that are
(subject to clause 9.3) exempt supplies under and for the purposes of the GST Act.
9.3 Zero-rating: The Vendor acknowledges that the Underwriter (or the representative
member of the GST group of which the Underwriter is a member) may seek to treat
supplies that are subject to the GST Act and are made by the Underwriter under this
agreement as zero-rated for GST purposes under section 11A(1)(a) or (r) the GST Act.
For this purpose, the Vendor confirms that it will provide reasonable assistance to the
Underwriter in connection with determining whether, or to what extent, supplies
under this agreement may be zero-rated under those provisions, but will give no
warranty, representation or other assurance whatsoever with respect to this matter.
9.4 GST Amount: If any supply made under this agreement is a taxable supply, the
recipient of the supply (Recipient) must pay to the party making the taxable supply
(Supplier), in addition to and at the same time as the consideration otherwise payable
for that supply, but subject to the Recipient's receipt of the requisite taxable supply
information issued by the Supplier in respect of that supply, an amount equal to the
GST charged in respect of that supply (GST Amount).
9.5 Payment Differences: If the GST payable by the Supplier in connection with a taxable
supply made under or in connection with this Agreement differs from the GST Amount
paid by the Recipient under this clause 9, the Supplier must repay any excess to the
Recipient or the Recipient must pay any deficiency to the Supplier, as appropriate
within five business days of the Supplier providing the Recipient with a written
notification regarding the difference in the GST payable. Where the difference in the
GST payable results from an event referred to in section 25(1) of the GST Act, supply
correction information will be issued as required by the GST Act.
9.6 Input Tax Credit: If any amounts payable by the Vendor to the Underwriter under this
agreement are calculated by reference to a cost or expense incurred by the
Underwriter, the amount payable to the Underwriter under any other provision of this
agreement must be reduced by the amount of any input tax credit to which the
Underwriter (or the GST group of which the Underwriter is a member) is entitled in
connection with that cost or expense.
9.7 Withholding Tax: If any amount payable by either party to the other under this
agreement is or becomes subject to any withholding tax or other deduction required
by law, the amount payable by the paying party to the other under this agreement will
be reduced by the relevant withholding tax or deduction and the paying party will not
be required to gross up or otherwise compensate the other party on account of the
withholding tax or deduction.
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10. NOTICE
10.1
Form of Notice: Each notice or other communication given under this agreement is to
be in writing, is to be made by personal delivery, post or email to the addressee at the
address, and is to be marked for the attention of the person or office holder (if any),
from time to time designated for the purpose by the addressee to the other party. The
initial address, email address and relevant person or office holder of each party is set
out below:
Vendor
Auckland Council
Attn: John Bishop, Group Treasurer
John. bishop@a uckla nd co u nei I .govt. nz
Level 13, 135 Albert Street
Auckland 1010
With a copy, which will not constitute notice, to:
michael.pollard@simpsongrierson.com
Underwriter
UBS New Zealand Limited
Attn: Christopher Simcock
christopher.simcock@ubs.com
Level 27, 188 Quay Street
Auckland 1010
With a copy, which will not constitute notice, to:
matthew.beggs@ubs.com and ol-legalanzccs@ubs.com
10.2 Notice Effective: No communication is to be effective until received. A communication
will, however, be deemed to be received by the addressee:
(a) in the case of personal delivery, when delivered; and
(b) in the case of email, on the date and time at which it enters the addressee's
email information system (as shown in the delivery report from the sender's
information system).
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11. GENERAL
11.1
11.2
Entire Agreement: This agreement, account opening and client documentation
completed by the Vendor and any separate agreement relating to fees, together
constitute the entire agreement of the parties about its subject matter and supersedes
all previous agreements, understandings and negotiations on that matter.
Governing Law: This agreement is governed by the laws of New Zealand. Each party
submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New
Zealand.
11.3
11.4
No Assignment: No party may assign its rights or obligations under this agreement
without the prior written consent of the other parties.
Severability: Any provision of this agreement which is prohibited or unenforceable in
any jurisdiction will be ineffective as to that jurisdiction to the extent of the prohibition
or unenforceability. That will not invalidate the remaining provisions of this agreement
nor affect the validity or enforceability of that provision in any other jurisdiction.
11.5
11.6
Time is of the Essence: Time is of the essence in each party's performance of its
obligations under this agreement.
Waiver and Variation: A provision of or right vested under this agreement may not
be:
(a) waived except in writing signed by the party granting the waiver; or
(b) varied except in writing signed by the parties.
11.7 No Merger: The rights and obligations of the parties will not merge on the completion
of the Sale. Following termination of this agreement, any provision intended to remain
in force will continue to do so in accordance with its terms.
11.8 Counterparts: This agreement may be executed in any number of counterparts. All
counterparts, together, will be taken to constitute one agreement.
11.9 Affiliates: The Vendor agrees that the Underwriter may provide the services under
this agreement through any of its Affiliates. Each of the Underwriter's Affiliates will
have the benefit of the Vendor's obligations under this agreement and will be able to
enforce those obligations pursuant to Subpart 1 of Part 2 of the Contract and
Commercial Law Act 2017.
11.10 Acknowledgement: The Vendor acknowledges that:
(a) the Underwriter is not obliged to disclose to the Vendor or utilise for the
benefit of the Vendor, any non-public information which the Underwriter
obtains in the normal course of its business where such disclosure or use
would result in a breach of any obligation of confidentiality or any internal
information barrier policies of the Underwriter;
(b) without prejudice to any claim the Vendor may have against the Underwriter
or any Affiliate, no proceedings may be taken against any director, officer,
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11.11
employee or agent of the Underwriter or its Affiliate in respect of any claim
that the Vendor may have against the Underwriter or its Affiliate;
(c) it is contracting with the Underwriter on an arm's length basis to provide the
services described in this agreement and the Underwriter has not assumed,
and is not assuming, any duties or obligations (fiduciary or otherwise) in
respect of the Vendor other than those expressly set out in this agreement;
(d) the Underwriter is a full service securities and corporate advisory firm and
commercial bank and, along with its Affiliates, the Underwriter is engaged in
various activities, including writing research, securities trading, investment
management, corporate advisory, financing and brokerage activities and
financial planning and benefits counselling for both companies and
individuals. In the ordinary course of these activities, the Underwriter, its
Affiliates, employees and officers may be providing, or may be in the future
providing, financial or other services to other parties with conflicting
interests to the Vendor and may receive fees for those services and may
actively trade the debt and equity securities (or related derivative securities),
loans or other financial products of those persons for the Underwriter's
account and for the account of its customers and may at any time hold long
and short positions in such financial products; and
(e) the Underwriter is not required to disclose to the Vendor the matters
referred to in subrules 3.10.1(1) and 3.10.1(2) of the ASIC Market Integrity
Rules (Securities Markets) 2017 (Cth}.
Recognition of the U.S. Special Resolution Regimes:
(a) in the event that the Underwriter becomes subject to a proceeding under a
U.S. Special Resolution Regime, the transfer from the Underwriter of this
agreement, and any interest and obligation in or under this agreement, will
be effective to the same extent as the transfer would be effective under the
U.S. Special Resolution Regime if this agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the
United States;
(b) in the event that the Underwriter or a BHC Act Affiliate of it becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under
this agreement that may be exercised against the Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be
exercised under the U.S. Special Resolution Regime if this agreement were
governed by the laws ofthe United States or a state of the United States; and
(c) in this clause 11.11 these capitalised expressions and terms have the
following meanings:
(i) U.S. Special Resolution Regime means each of (i) the Federal
Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the regulations promulgated thereunder;
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Page 20
(ii) BHC Act Affiliate has the meaning assigned to the term "affiliate"
in, and shall be interpreted in accordance with, 12 U.S.C § 1841(k);
and
(iii) Default Right has the meaning assigned to that term in, and shall
be interpreted in accordance with, 12 C.F.R §§ 252.81, 47.2 or
382.1, as applicable.
SIGNED
rand on behalf of AUCKLAND COUNCIL
eia/ Officer
;
-
/. _,,.,,-
L-· -=· ---'=----------
Authorised signatory I
voe-ot 7a
""Ut 5 •
i
on behalf of UBS NEW ZEALAND LIMITED by:
Authorised signatory
Name: Le Cler
Position:E el Olt
Auckland Airport - UBS BTA(38597677.1) - FINAL

SCHEDULE 1
Timetable
Key events
Books open
Books close
Date
31 August 2023
Trade Date (T)
Settlement Date (T+2)
31 August 2023
1 September 2023
------- --- -- - --
5 September 2023
or
38286424_1