AIA - ASX Appendix 3B

Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
AUCKLAND INTERNATIONAL AIRPORT LIMITED
Announcement Type
New announcement
Date of this announcement
16/9/2024
The Proposed issue is:
Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan
ASX +security code+Security description
Maximum Number of
+securities to be issued
AIAORDINARY FULLY PAID FOREIGN EXEMPT NZX28,776,978
+Record date
13/9/2024
Offer closing date
4/10/2024
+Issue date
11/10/2024
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code+Security description
Maximum Number of
+securities to be issued
AIAORDINARY FULLY PAID FOREIGN EXEMPT NZX172,661,870
Proposed +issue date
20/9/2024
Refer to next page for full details of the announcement
A placement or other type of issueA placement or other type of issue
An offer of securities under a securities purchase plan

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Part 1 - Entity and announcement details
1.1 Name of +Entity
AUCKLAND INTERNATIONAL AIRPORT LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ARBN
Registration Number
085819156
1.3 ASX issuer code
AIA
1.4 The announcement is
1.5 Date of this announcement
16/9/2024
1.6 The Proposed issue is:
A placement or other type of issueA placement or other type of issue
An offer of +securities under a +securities purchase plan
New announcement

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Part 4 - Details of proposed offer under securities purchase plan
Part 4A - Conditions
4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities
under the +securities purchase plan issue can proceed on an unconditional basis?
No

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Part 4B - Offer details
+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities
proposed to be issued
ASX +security code and description
AIA : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
AIA : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Maximum total number of those +securities that could be issued
if all offers under the +securities purchase plan are accepted
28,776,978
Will the offer be conditional on applications for a minimum
number of +securities being received or a minimum amount
being raised (i.e. a minimum subscription condition)?
Will the offer be conditional on applications for a maximum
number of +securities being received or a maximum amount
being raised (i.e. a maximum subscription condition)?
Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Is the maximum acceptance unit based or dollar based?
Please enter the maximum acceptance value
$ 150,000
Describe all the applicable parcels available for this offer in number of securities or dollar value
Not applicable.
Offer price details
Has the offer price been determined?
In what currency will the offer
be made?
No
Dollar based ($)
Yes
No
No
No
No
No
Dollar based ($)
Yes
No
No
No
No
No
Dollar based ($)
Yes
No
No
No
No

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be made?
NZD - New Zealand Dollar
How and when will the offer price be determined?
Lower of NZ$6.95 & a 2.5% discount to 5 day VWAP during the last 5 trading days of the retail offer
period. AIA will convert the NZD offer price to AUD at the NZ$:A$ exchange rate on RBNZ website at
7.00pm (NZ) on the closing date of the retail offer
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Describe the scale back arrangements
Auckland Airport reserves the right to scale back at its absolute discretion any application for shares
under the retail offer on a proportionate basis in accordance with the number of shares held by the
applicant.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Part 4C - Timetable
4C.1 Date of announcement of +security purchase plan
16/9/2024
4C.2 +Record date
13/9/2024
4C.3 Date on which offer documents will be made available to investors
19/9/2024
4C.4 Offer open date
19/9/2024
4C.5 Offer closing date
4/10/2024
4C.7 +Issue date and last day for entity to announce results of +security
purchase plan offer
11/10/2024
Part 4E - Fees and expenses
4E.1 Will there be a lead manager or broker to the proposed offer?
4E.1a Who is the lead manager/broker?
Yes
Yes
Yes
Yes
Yes
Yes
Yes

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4E.1a Who is the lead manager/broker?
Jarden Securities Limited
4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
0.50% of the gross proceeds of the Retail Offer (excluding NZ GST).
4E.2 Is the proposed offer to be underwritten?
4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Standard share registry, external advisers and NZX/ASX administrative fees.
Part 4F - Further Information
4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
To reduce net debt, repay NZ$150M Oct 2024 bond maturity and NZ$100M of unhedged drawn facilities and provide
flexibility to fund AIAs planned capital investment programme over PSE4 and PSE5 whilst maintaining its A-S&P credit
rating and dividend policy.
4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful?
4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer
All countries other than Australia and New Zealand.
4F.3 URL on the entity's website where investors can download information about the proposed offer
www.aucklandairportshares.co.nz
4F.4 Any other information the entity wishes to provide about the proposed offer
With respect to item 4B.3, the number of shares to be issued pursuant to the share purchase plan (¿retail offer¿) is
dependent on take up by eligible shareholders and the price at which shares are ultimately issued in the retail offer, and
subject to the ability of Auckland Airport to accept oversubscriptions and/or scale back all applications on a proportionate
basis in accordance with the number of shares held by the applicant (at its complete discretion). The retail offer is seeking
to raise up to NZ$200 million but may be more or less as it is not underwritten.
The figure stated in 4B.3 is calculated based on the price payable by investors in Auckland Airport¿s placement, however
if a 2.5% discount to the five day VWAP during the last five trading days of the retail offer period is lower than price
payable by investors in Auckland Airport¿s Placement, it will be used as the offer price for the retail offer and the
maximum number of shares to be issued may be higher than the figure stated in 4B.3. Please refer to item 4B.11b for
further information on pricing.
No
No
No

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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
AIA : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Number of +securities proposed to be issued
172,661,870
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
In what currency is the cash
consideration being paid?
NZD - New Zealand Dollar
What is the issue price per
+security?
NZD 6.95000
AUD equivalent to issue price amount per +security

Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Yes
No
Existing class
No

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Part 7C - Timetable
7C.1 Proposed +issue date
20/9/2024
Part 7D - Listing Rule requirements
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
7E.1a Who is the lead manager/broker?
Jarden Securities Limited and Macquarie Capital (New Zealand) Limited (together, the ¿Lead Managers¿)
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The Lead Managers/Underwriters will be paid a combined fee by Auckland Airport for their services in connection with
their acting as lead manager and underwriter in respect of the Placement consisting of:
¿ 1.3% of the amount equal to the number of Placement shares multiplied by the issue price (excluding NZ GST); and
¿ in certain circumstances an incentive fee of up to 0.30% of the gross proceeds of the Placement and the Retail
Offer. The amount of the incentive fee, if paid, will be determined at the absolute discretion of Auckland Airport.
7E.2 Is the proposed issue to be underwritten?
7E.2a Who are the underwriter(s)?
Jarden Partners Limited and Macquarie Securities (NZ) Limited (together, the ¿Underwriters¿)
7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is
underwritten)?
Fully underwritten
7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?
Refer to response in section 7E.1b.
7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.
An Underwriter may terminate its obligations under the Underwriting Agreement in customary circumstances, including by
reason of events which have, or are likely to have, a material adverse effect on Auckland Airport, the shares or the equity
raise. These may be as a result of events related to Auckland Airport or as a result of external events, such as disruptions
affecting certain financial markets or hostilities in certain countries.
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Standard share registry, external advisers and NZX/ASX administrative fees.
Yes
Yes
No
No

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Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
To reduce net debt, repay NZ$150M Oct 2024 bond maturity and NZ$100M of unhedged drawn facilities and provide
flexibility to fund AIAs planned capital investment programme over PSE4 and PSE5 whilst maintaining its A-S&P credit
rating and dividend policy.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
7F.2 Any other information the entity wishes to provide about the proposed issue
None.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
An applicable ASIC instrument or class order
No