Air New Zealand 2024 Notice of Annual Meeting

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


MARKET ANNOUNCEMENT

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


4 September 2024
Air New Zealand 2024 Notice of Annual Meeting

Air New Zealand shareholders are invited to join the Annual Shareholders’ Meeting 2024 which
will be held at the Tekapo Room, Novotel, 30 Durey Road, Christchurch Airport, Christchurch
on Thursday 26 September 2024 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 Chair will answer as many
of the most frequently asked questions as possible during the meeting.

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

Ends.

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


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

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Commencing at: 2:00pm, Thursday 26 September 2024
Notice of
Annual Meeting
2024

Notice is given that the Annual Meeting of Air New Zealand Limited
(the “Company” or “Air New Zealand”) will be held at:
Tekapo Room – Novotel Hotel
30 Durey Road, Christchurch Airport, Christchurch
on Thursday, 26 September 2024 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 Claudia Batten
Claudia Batten retires by rotation and, being eligible, stands for
re-election (see Explanatory Notes for profile).
– Resolution 2: To re-elect Alison Gerry
Alison Gerry 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
4 September 2024
AIR NEW ZEALAND
NOTICE OF ANNUAL MEETING 2024
0302
AIR NEW ZEALAND GROUP
Notice of MeetingLocation Map
NOVOTEL
HOTEL
30 Durey Road
Christchurch
Airport
DUREY ROAD
PERIMETER ROAD
ORCHARD ROAD
MEMORIAL AVE
RON GUTHREY ROAD
PETER LEEMING ROAD
S TAT E H I G H WAY O N E
MEMORIAL AVE
GEORGE BELLOW ROAD
S TAT E H I G H WAY O N E
CHRISTCHURCH
INTERNATIONAL
AIRPORT
SYD BRADELY ROAD
For your convenience complimentary parking
is available onsite at the venue.

Return of Proxy / Postal Voting Forms
Proxy / Postal Voting Forms must be received at the office of the
Company’s share registrar, MUFG Corporate Markets (a division of
Link Market Services Limited trading as MUFG Pension & Market
Services), by 2:00pm on Tuesday 24 September 2024.
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,
MUFG Corporate Markets: 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.
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 shares¹ on the Company’s share register at 5:00pm
on Tuesday 24 September 2024.
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.
1. Other than the Kiwi Share
AIR NEW ZEALAND
NOTICE OF ANNUAL MEETING 2024
0504
AIR NEW ZEALAND GROUP
Procedural Notes

Resolution 1:
Re-election of:
Claudia Batten
LLB(Hons), BCA
Independent Non-Executive Director
(Appointed 28 October 2021)
Claudia was first appointed to the Board on 28 October 2021 and
currently sits on the Audit and Risk Committee. She has a strong
background in building and selling successful technology ventures
in the United States and contributes strongly to the technology
capability of the Board. She is the current Chair of NZX and ASX
listed digital travel company Serko, and a Director of NZX and ASX
listed Vista Group. She was formerly a digital advisor to the board of
Westpac New Zealand.
To view Claudia’s full profile, please refer to our website
(airnewzealand.co.nz/board-and-executive-team).
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, MUFG Corporate Markets
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 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 MUFG Corporate Markets or submitted online by
2:00pm on Tuesday 24 September 2024.
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
NOTICE OF ANNUAL MEETING 2024
0706
AIR NEW ZEALAND GROUP
Explanatory NotesProcedural Notes (continued)
Re-election of Directors
(Resolutions 1 and 2)
The Constitution and the NZX Listing Rules identify the
directors who must retire by rotation at the Annual Meeting.
The Board has determined that each of the directors seeking
re-election at the Annual Meeting is an independent director
as defined in the NZX Listing Rules.

AIR NEW ZEALAND
NOTICE OF ANNUAL MEETING 2024
0908
AIR NEW ZEALAND GROUP
Resolution 2:
Re-election of:
Alison Gerry
BMS(Hons), MAppFIn
Independent Non-Executive Director
(Appointed 28 October 2021)
Alison was first appointed to the Board on 28 October 2021. She has
significant experience in the financial services and infrastructure
industries. She is currently Chair of Infratil NZ and of Sharesies and is
a director of ANZ New Zealand. She is also the former Deputy Chair
of Kiwibank and a former director of Spark, TVNZ, NZX, Queenstown
Airport and Wellington Airport. Ms Gerry has been Chair of the
Board’s Audit & Risk Committee since October 2021, and is also on
the Health, Safety and Security Committee.
To view Alison’s full profile, please refer to our website
(airnewzealand.co.nz/board-and-executive-team).
NotesExplanatory Notes (continued)

AIR NEW ZEALAND
NOTICE OF ANNUAL MEETING 2024
1110
AIR NEW ZEALAND GROUP
Notes (continued)

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Air New Zealand Limited Annual Meeting
Proxy or Postal Voting Form
The Air New Zealand Annual Meeting will be held on Thursday 26 September 2024, commencing at 2:00pm.
Attending the Annual Meeting
1. If you do not plan to attend the Annual 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 Annual
Meeting are those persons (or their proxies or
representatives) registered as holding Ordinary Shares
on Air New Zealand’s share register at 5:00pm on
Tuesday 24 September 2024.
3. Shareholders who appoint a proxy to vote on their behalf
can still participate in the Annual 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
Annual Meeting.
Pos tal Vote
5. As a shareholder entitled to vote at the Annual Meeting you
are entitled to vote by postal vote. The General Counsel &
Company Secretary has been authorised by the Board to
receive and count postal votes at the Annual 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, MUFG Corporate Markets
(a division of Link Market Services Limited trading as
MUFG Pension & Market Services), no later than 2:00pm
on Tuesday 24 September 2024. 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
MUFG Corporate Markets 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:
MUFG Corporate Markets, PO Box 91976,
Auckland 1142, New Zealand
By hand: MUFG Corporate Markets
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 Meeting of Air New Zealand Limited to be
held on Thursday 26 September 2024 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 Claudia Batten

2. To re-elect Alison Gerry

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 MUFG Corporate Markets in the reply paid envelope enclosed.
Alternatively you may go online to: vote.linkmarketservices.com/AIR. After completing the online validations process choose ‘Questions’. Questions will need
to be submitted by 2:00pm Tuesday 24 September 2024.
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:

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4
September 2024
Kia Ora Shareholder
2024 Annual Meeting
I am pleased to invite you to attend our Annual Meeting on 26 September 2024. 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 Annual Meeting in Christchurch 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 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.
Th
ank 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