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AIA - Notice of Meeting

AGM10 September 2024AIAIndustrials

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Market Release | 11 September 2024

Auckland Airport 2024 Annual Meeting

Investors are invited to join Auckland Airport’s 2024 Annual Shareholder’s Meeting, to be held at

10.00am on 17 October 2024 at Eden Park, 42 Reimers Avenue, Kingsland, Auckland.

Notice of Meeting and Proxy Form

Please see attached Auckland International Airport Limited’s Notice of Meeting and Proxy Form.

The Notice of Meeting and Proxy Form will be emailed to shareholders who have provided the

company’s share registrar with an email address and mailed in hard copy where the share

registrar does not have an email address. Electronic copies of the documents are also available on

the company’s website,

https://corporate.aucklandairport.co.nz/investors/annual-meeting.

Webcast link

The annual meeting will also be broadcast live on the internet via webcast link. To access the

webcast link, go to www.virtualmeeting.co.nz/aia24 and follow the instructions. You will need

your shareholder number found on your Proxy Form, for verification purposes.

The webcast will be archived and available on the Auckland Airport website following the event.

For more information about virtual attendance, including how to vote and ask questions, please

refer to the MUFG_VirtualMeetingGuide.pdf (linkinvestorservices.co.nz) Virtual Annual Meeting

Online Portal Guide, also attached to this announcement.


ENDS

For more information:

Investors:

Chief Financial Officer

Stewart Reynolds

+64 27 511 9632

stewart.reynolds@aucklandairport.co.nz


Media:

Head of Corporate Affairs

Libby Middlebrook

libby.middlebrook@aucklandairport.co.nz

+6421 989 908

---

Notice is hereby given that the 2024 annual meeting of the
shareholders of Auckland International Airport Limited is to

be held at Eden Park, 42 Reimers Ave, Kingsland, Auckland

and online at www.virtualmeeting.co.nz/aia24 on

Thursday, 17 October 2024 commencing at 10.00 am.

Notice of Annual Meeting

Attending the meeting
Shareholders attending the Annual Meeting will be provided

a poll card at registration for voting purposes.

Other participation methods: Auckland International Airport

will enable shareholders to attend and participate in the Annual

Meeting without being physically present at the meeting, by

attending the meeting online.

Online participation: Shareholders can participate in the

Annual Meeting virtually using an online platform provided

by our share registrar, MUFG Corporate Markets at:

www.virtualmeeting.co.nz/aia24. Shareholders attending the

Annual Meeting virtually will be able to vote and ask questions.

Please note, if you will be participating online you will require

your shareholder number, found on your Proxy Form, for

verification purposes.

More information regarding online attendance at the Annual

Meeting (including how to vote and ask a question) is available

in the virtual meeting guide: https://bcast.linkinvestorservices.

co.nz/MUFG/MUFG_VirtualMeetingGuide.pdf

Explanatory notes

Proxy vote: A shareholder entitled to attend and vote at the

meeting is entitled to appoint a proxy to attend and vote instead

of the shareholder. The proxy need not be a shareholder. The

Chair of the meeting is willing to act as proxy for any shareholder

who wishes to appoint the Chair for that purpose. If you appoint

the Chair and you do not indicate how the Chair should vote,

the Chair will vote in favour of the resolutions, unless the Chair is

specifically excluded from voting on a particular resolution.

To be effective, the proxy form must be received at the registered

office of the Company or by the share registrar of the Company,

MUFG Corporate Markets, Level 30, PwC Tower, 15 Customs

Street West, Auckland, New Zealand, by mail to PO Box 91976,

Auckland 1142, New Zealand, or by email not later than 48

hours before the start of the meeting in accordance with the

instructions on the proxy form.

A corporate shareholder may appoint a person to attend the

meeting as its representative in the same manner as it could

appoint a proxy.

Shareholder motions: The only matters being discussed and

voted on at the Meeting are the Resolutions contained in this

Notice of Meeting. No motions will be allowed from the floor.

Business

A. Chair’s Address

B. Chief Executive’s Address

C. Financial statements and reports: To receive and

consider the financial statements of the Company for the

year ended 30 June 2024 together with the directors’

and auditor’s reports to shareholders.

D. Ordinary Resolutions: To consider, and if thought

fit, to pass, the following ordinary resolutions (which

require the approval of a simple majority of the votes

of those shareholders entitled to vote and voting on

the resolution):

1. Election of Grant Devonport: That Grant Devonport,

who has been nominated by the Board to stand as

a director, be elected as a director of the Company

(see explanatory note).

2. Re-election of Mark Binns: That Mark Binns, who

retires and who is eligible for re-election, be re-elected

as a director of the Company (see explanatory note).

3. Re-election of Dean Hamilton: That Dean Hamilton,

who retires and who is eligible for re-election,

be re-elected as a director of the Company

(see explanatory note).

4. Re-election of Tania Simpson: That Tania Simpson,

who retires and who is eligible for re-election,

be re-elected as a director of the Company

(see explanatory note).

5. Auditor: That the directors be authorised to fix the

fees and expenses of the auditor.

E. Other business: To consider any other matters that may

lawfully be considered at the meeting.

By order of the Board.

Louise Martin, Company Secretary

11 September 2024

Thursday, 17 October 2024

commencing at 10.00am

To participate online please go to

www.virtualmeeting.co.nz/aia24

2Auckland AirportNotice of Meeting 2024

Ordinary Resolution 1. Election of Director
Grant Devonport is standing for election as a director.

The Board unanimously recommends that shareholders vote in

favour of the election of Grant Devonport. He is considered by

the Board to be an independent director.

A brief biographical note of Grant Devonport is set out below.

Biography

Grant Devonport is an experienced Chief Financial

Officer and transformational leader with over 25 years of

multinational experience.

He was recently the Chief Financial Officer of Australia Pacific

Airports Corporation which owns Melbourne Airport and

Launceston Airports, retiring at the end of January 2024.

He is currently a non-executive director of MOVE Logistics Group

Limited, and is the Chair of the Risk and Audit Committee at

MOVE Logistics Group.

Ordinary Resolution 2. Re-election of Director

Mark Binns is a director retiring in 2024. Mark Binns, being eligible

for re-election, offers himself for re-election.

The Board unanimously recommends that shareholders vote in

favour of the re-election of Mark Binns. He is considered by the

Board to be an independent director.

A brief biographical note of Mark Binns is set out below:

Term of Office

Appointed as a director 31 October 2018

Board Committees

Infrastructure Development Committee (Chair)

People, Capability and Iwi Committee

Biography

Mark Binns was appointed as a director of the Company in 2018.

Mark is knowledgeable across various sectors, previously being

CEO at Meridian Energy Ltd from 2012 to 2017, during which he

prepared the company for New Zealand’s largest IPO, and the

Chief Executive of the infrastructure division of Fletcher Building

Limited, being involved in construction and heavy building

materials, during a career with the company over 22 years.

Mark brings governance experience being the Chair of Crown

Infrastructure Partners Limited and Hynds Limited. He is a

director of Mercury Energy Limited and is also a director of the

trustee company for the Fletcher Building Retirement Plan.

Ordinary Resolution 3. Re-election of Director

Dean Hamilton is a director retiring in 2024. Dean Hamilton,

being eligible for re-election, offers himself for re-election.

The Board unanimously recommends that shareholders vote in

favour of the re-election of Dean Hamilton. He is considered by

the Board to be an independent director.

A brief biographical note of Dean Hamilton is set out below:

Term of Office

Appointed as a director 31 October 2018

Board Committees

Aeronautical Pricing Committee (adhoc Committee) (Chair)

Audit and Financial Risk Committee

Safety, Sustainability and Operational Risk Committee

Biography

Dean Hamilton was appointed as a director of the Company

in 2018.

Dean has significant CEO and financial markets experience,

most recently being the CEO of Silver Fern Farms Ltd where

he led the business through a period of significant change and

improvement in financial performance.

Dean has 12 years experience at Deutsche Bank working in

both Australia and New Zealand where he advised a wide

range of companies on M&A, capital management, corporate

restructuring and capital raising. Dean brings experience at

running a large organisation with a wide range of stakeholders as

well as a deep understanding in finance and capital markets.

Dean is the Chair of Fulton Hogan and Executive Chair of Ryman

Healthcare Limited. He is also a director of The Warehouse Group

Limited and Tappenden Holdings Limited.

3Auckland AirportNotice of Meeting 2024

Mark Binns

Dean Hamilton

Grant Devonport

Ordinary Resolution 4. Re-election of Director
Tania Simpson is a director retiring in 2024. Tania Simpson,

being eligible for re-election, offers herself for re-election.

The Board unanimously recommends that shareholders vote in

favour of the re-election of Tania Simpson. She is considered by

the Board to be an independent director.

A brief biographical note of Tania Simpson is set out below:

Term of Office

Appointed as a director 31 October 2018

Board Committees

People, Capability and Iwi Committee (Chair)

Safety, Sustainability and Operational Risk Committee

Biography

Tania Simpson was appointed as a director of the Company

in 2018.

Tania’s background includes 14 years as a director of Mighty

River Power from its beginning as a state owned enterprise

through to its successful listing in 2013.

Tania is known for her work within Māori communities. Her

experience includes time spent as a Māori Advisory Officer

for the Housing Corporation of NZ before moving into central

government as a Senior Policy Analyst on housing policies. She

has also helped negotiate agreements for Māori communities

and has worked on a number of Treaty claim and settlements.

Tania is the deputy chair of the Waitangi National Trust. She is

also a director of Tainui Group Holdings Ltd, Meridian Energy

Limited. Tui TopCo Limited (Waste Management NZ Limited) and

Ukaipo Limited. Tania is a member of the Waitangi Tribunal.

Ordinary Resolution 5. Auditors

Deloitte is automatically reappointed auditor under section

207T of the Companies Act 1993. This resolution authorises the

Board to fix the fees and expenses of the auditor as required by

section 207S of the Companies Act 1993.

How to get there

Directions to Eden Park from the Southern Motorway:

Take the Khyber Pass Road exit and continue until you reach

Symonds Street (750m).

Turn left onto Symonds Street (160m) keep right and continue

onto New North Road (500m).

Stay on New North Road (900m) then take a slight left onto

Sandringham Road (850m).

Turn left onto Reimers Ave (400m).

Entry and parking is available in Car Park P5 off Reimers

Avenue, please enter via Gate G.

The closest train station is Kingsland train station.

4Auckland AirportNotice of Meeting 2024

Tania Simpson

Eden Park location

Eden Park

Kingsland train station

New North Rd

Walters Rd

Cricket Ave

Raleigh St

Bellwood Tce

Sandringham rd

Sandringham Rd

Reimers Ave

Car Park

T

G

P5

---

LODGE YOUR PROXY
Online:

vote.linkmarketservices.com/AIA

Scan & email:

meetings@linkmarketservices.co.nz


Deliver:

MUFG Corporate Services

Level 30, PwC Tower,

15 Customs Street West,

Auckland 1010

Mail:

Use enclosed reply paid

envelope or address to:

MUFG Pension & Market

Services PO Box 91976

Auckland 1142

Vote Online

Scan this QR code

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PLEASE TURN OVER

The Annual Meeting of Auckland International Airport Limited

(Auckland Airport) will be held at 10:00am on Thursday 17 October

2024 at Eden Park, 42 Reimers Ave, Kingsland, Auckland. If you are

attending the meeting, please bring this form to assist with your

registration. If you are not attending the meeting but wish to be

represented by proxy, please complete and return this form (in

accordance with the lodgement instructions) to Auckland Airport’s

share registry, MUFG Corporate Markets (formerly Link Market

Services), by no later than 10:00am, Tuesday 15 October 2024. You

can also appoint your proxy and vote on the resolutions on the reverse

of this form online by going to vote.linkmarketservices.com/AIA or by

scanning the QR code above with your smartphone. Shareholders are

also able to attend the Annual Meeting online via the Virtual Meeting

platform at www.virtualmeeting.co.nz/aia24. If you will be attending

online, you will require your Holder Number for verification purposes. If

you appoint a proxy, you will still be able to attend the meeting online

(however you will not be able to vote).

APPOINTMENT OF PROXY

A shareholder entitled to attend and vote is entitled to appoint a proxy

or, in the case of a corporate shareholder, a representative to attend

and vote instead of him/her and that proxy or representative need not

also be a shareholder. The Chair of the meeting is willing to act as

proxy for any shareholder who wishes to appoint him for that purpose.

If you appoint the Chair and you do not indicate how the Chair should

vote, the Chair will vote in favour of the resolutions.

VOTING OF YOUR HOLDING

Direct your proxy how to vote by making the appropriate election,

either online or on this Proxy Form, in respect of each resolution. If you

return this form without directing the proxy how to vote on any

particular matter, the proxy may vote as he/she thinks fit or abstain

from voting, unless specifically excluded from voting on a particular

resolution. If you make more than one election in respect of a resolution

your vote will be invalid on that resolution. If you expressly appoint the

Chair of the meeting or any other Director as your proxy and elect to

give them discretion on how to vote on a resolution, you acknowledge

that they will exercise your vote in favour of resolutions 1 to 5.

PROXY FORM/ADMISSION CARD

FOR AUCKLAND AIRPORT’S 2024 ANNUAL MEETING

ATTENDING THE MEETING

If you wish to vote in person, you should attend the Meeting. Please

bring this Proxy Form/Admission Card with you to the Meeting to

assist with your registration.

A corporation which is a Shareholder may appoint a representative

to attend the Meeting on its behalf in the same manner as it could

appoint a proxy. A proxy does not need to be a shareholder of

the Company.

SIGNING INSTRUCTIONS FOR PROXY FORMS

INDIVIDUAL

This Proxy Form must be signed by the shareholder or his/her/its

attorney duly authorised in writing.

JOINT HOLDING

In the case of a joint shareholding, this Proxy Form must be signed by

each of the joint shareholders (or their duly authorised attorney).

POWER OF ATTORNEY

This Proxy Form and the power of attorney or other authority, if any,

under which it is signed, or a copy of that power or authority certified

by a Solicitor, Justice of the Peace or Notary Public must be deposited

or mailed to be received at the office of MUFG Pension & Market

Services (formerly Link Market Services Limited), in any manner

as per the instructions below, not later than 10:00am, Tuesday,

15 October 2024.

CORPORATE SHAREHOLDER

In the case of a corporate shareholder, this Proxy Form must be signed

by a director or a duly authorised officer acting under the express or

implied authority of the shareholder, or an attorney duly authorised by

the shareholder.

Go online to vote.linkmarketservices.com/AIA to appoint your

proxy or turn over to complete the Proxy Form

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Auckland International Airport Limited hereby appoint:

of

(FULL NAME) (E-MAIL ADDRESS)

Or

of

(FULL NAME) (E-MAIL ADDRESS)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Auckland International Airport Limited to be held at 10:00am on

Thursday, 17 October 2024 and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any

resolution so amended, and on any other resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above,

the proxy will vote as he/she thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting

or any adjournment thereof.

STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS

Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are not voting or you are directing your

proxy not to vote on your behalf during a poll and your votes will not be counted computing the required majority, for that item.

ORDINARY BUSINESS

To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

FORAGAINSTABSTAINDISCRETION

1

Election of Grant Devonport

That Grant Devonport, who has been nominated by the Board to stand as a director,

be elected as a director of the Company.

2

Re-election of Mark Binns

That Mark Binns, who retires and who is eligible for re-election, be re-elected as a

director of the Company.

3

Re-election of Dean Hamilton

That Dean Hamilton, who retires and who is eligible for re-election be re-elected as a

director of the Company.

4

Re-election of Tania Simpson

That Tania Simpson, who retires and who is eligible for re-election be re-elected as a

director of the Company.

5

Auditor

That the directors be authorised to fix the fees and expenses of the auditor.

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting in person or via the virtual meeting platform will have the opportunity to ask

questions during the meeting. If you cannot attend but would like to ask a question, you can submit a question online by going to

vote.linkmarketservices.com/AIA and completing the online validation process or complete the question section below and return it to

MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 10:00am, Tuesday, 15 October 2024.

The Board will address and answer questions during the meeting. Auckland Airport reserves the right not to address any questions that it

is not required to address and, in the Board’s opinion, are not reasonable to address in the context of an Annual Meeting.

QUESTION:

STEP 4: SIGNATURE OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED

SHAREHOLDER 1 SHAREHOLDER 2 SHAREHOLDER 3


OR DULY AUTHORISED OFFICER OR ATTORNEY OR DULY AUTHORISED OFFICER OR ATTORNEY OR DULY AUTHORISED OFFICER OR ATTORNEY

Contact Daytime Telephone Date 2024

ELECTRONIC INVESTOR COMMUNICATIONS

If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please

provide your email address below.

CORPORATE REPRESENTATIVE APPOINTMENT & VOTING INSTRUCTIONS

---

Virtual
Meeting

Guide

MUFG Corporate Markets

A division of MUFG Pension & Market Services

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Make sure your browser will work

by going to whatismybrowser.com

Supported browsers are:

• Chrome Version 44 and later

• Edge Version 92.0 and later

• Firefox Version 40.0.2 and later

• Safari MacOS 10.9 and later

Check your browser

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

You will need one of the

following to vote

If you’re an investor, you can find your

CSN/Holder Number on most investor

communications from us.

If you’re a proxy, your proxy number will be

sent to your email address one to two days

before the meeting.

Get ready to vote

A

Your CSN/

Holder Number

if you are an

investor

B

Your proxy

number if you

are an appointed

proxy

OR

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Open your browser and go to

www.virtualmeeting.co.nz

Choose the meeting you want to watch from

the list and click the View Meeting button.

Register using your full name, mobile number,

email address, and participant type.

Read and accept the terms and conditions

before clicking on the Register and Watch

Meeting button.

Register for the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

The webcast will start by itself

when the meeting begins

If the webcast doesn’t start, press the play

button and check the volume on your device

is turned up. The meeting slides will be cycled

through while the webcast plays.

At the bottom are buttons for Get a Voting

Card, Ask a Question and a list of documents

available for download.

Watch the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Register to vote by clicking on

the Get a Voting Card button

If you’re an investor, you will need to enter

your CSN/Holder Number.

If you’re an appointed proxy, you will need to

enter the proxy number in the Proxy Details

section, then click the Submit Details and

Vote button.

Get a voting card

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Once you have your voting card,

tell us how you want to vote

You may need to use the scroll bar on the right

side of the voting card to see all resolutions.

Choose either Full Vote or Partial Vote using

the tabs. Click on either the For, Against, or

Abstain voting buttons. For a Partial Vote,

enter a number of votes—the total number of

votes you have are shown.

Enter your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Make sure you submit your vote

before the countdown timer

ends

Once you have finished voting, scroll down

to the bottom of the box and click on the

Submit Vote or Submit Partial Vote button.

You can close your voting card without

submitting your vote while voting is open.

Any votes you have already made are saved.

The voting card will be under the webcast

with a Not yet submitted message below.

You can edit your votes while voting is open

by clicking on Edit Card. This will re-open the

voting card with any previous votes made.

At the end of the meeting, a red bar with a

five-minute countdown timer will appear at

the top of the website advising the remaining

time to submit your voting cards. Once voting

has been closed, your vote can’t be changed.

Submit your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Only investors, proxies and

corporate representatives can

ask questions

If you have not registered a voting card,

you will be asked to enter your CSN/Holder

Number or proxy number before you can ask

a question.

Click on the Ask a Question button either at

the top or bottom of the page.

Ask a question

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Select the category or resolution

for your question

Type your question in the Question box, and click

on the Submit Question button.

After submitting, click the View Questions button

to see your questions (only visible to you).

If your question has been answered and you want

to reply, submit another question.

Submit a question/reply

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets

A division of MUFG Pension & Market Services

Title

Description

Body

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com

MUFG Corporate Markets

A division of MUFG Pension & Market Services

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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