AIA - announces opening of $200 million Retail Offer

Retail Offer Document
Auckland International Airport Limited

19 September 2024

Go to www.aucklandairportshares.co.nz for more information and to apply online
.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This document does not constitute an offer of securities in any place outside
New Zealand or Australia. In particular, this document does not constitute an offer
to sell, or a solicitation of an offer to buy, any shares in the United States or in
any jurisdiction in which such an offer would be illegal. The offer and sale of the
shares referred to in this document have not been, and will not be, registered
under the U.S. Securities Act of 1933 or the securities laws of any state or other
jurisdiction of the United States and accordingly, such shares may not be offered,
sold or otherwise transferred, directly or indirectly, in the United States.
You must not send copies of this document or any other material relating to the
Retail Offer to any person in the United States or elsewhere outside New Zealand
and Australia

Key Information
Page 1

Key Dates
Page 2

Important Information
Page 3

Letter from the Chair
Page 4

Questions and
Answers
Page 5

Terms and Conditions
Page 7

Glossary
Page 12

Directory
Page 14


Contents

Retail Offer 1

Eligibility You may participate in this Retail Offer if you were a shareholder of Auckland Airport at 7:00pm New Zealand time / 5:00pm
Sydney time on the Record Date of 13 September 2024, with a registered address in New Zealand or Australia. You may not
participate if you hold the Shares on behalf of another person who resides outside New Zealand or Australia. In particular, you
are not eligible to participate in the Retail Offer if you are in the United States.
Transferability The offer made under this Retail Offer is personal to you. It cannot be transferred to another person.
Equal participation Each Eligible Shareholder has the right to apply for the same maximum value of Shares applicable in the jurisdiction in which
that Eligible Shareholder resides on the same terms and conditions as each other Eligible Shareholder in that jurisdiction (but
see below "Offer size and scaling" for Auckland Airport's right to scale back applications).
Application amount If you wish to participate in this Retail Offer, you will apply for a dollar amount of Shares, not for a certain number of Shares.
New Zealand Eligible Shareholders can apply for Shares up to a maximum value of NZ$150,000 and Australian Eligible
Shareholders can apply for Shares up to a maximum value of A$45,500
1
.

In practical terms, a New Zealand Eligible Shareholder that wishes to, at minimum, apply to maintain their proportionate
shareholding in Auckland Airport following completion of the Retail Offer, would need to subscribe for at least 137 new Shares
for every 1,000 Shares that they own on the Record Date. In dollar terms, this means that your application to participate in the
Retail Offer must be for at least NZ$952.15 for every 1,000 shares you hold.
2
You will be diluted if you submit an Application
for fewer new Shares than would be required to maintain your proportionate shareholding in Auckland Airport following
completion of the Retail Offer.
Issue Price of Shares The Shares will be issued at the lower of the price paid by investors in Auckland Airport’s recent Placement, being NZ$6.95 per
Share, or a 2.5% discount to the five-day VWAP during the last five trading days of the Retail Offer period. If you are an
Australian Eligible Shareholder and apply for an Australian dollar amount of Shares, Auckland Airport will convert the New
Zealand dollar issue price to Australian dollars at the NZ$:A$ exchange rate published by the Reserve Bank of New Zealand on
its website at 7:00pm New Zealand time on the Closing Date.
How to apply Applications should be made online at www.aucklandairportshares.co.nz.

Applications (with payment) MUST be received by the Share Registrar by 6:00pm New Zealand time / 3:00pm Sydney
time on the Closing Date of 4 October 2024 to be accepted.

You should read the instructions on the Application Form carefully.

If you are a Custodian, you also need to complete and return a Custodian Certificate. To determine whether you are a
Custodian, and how to obtain a Custodian Certificate, refer to clause 3 of the Terms and Conditions. You need to return your
completed Custodian Certificate together with your completed Application Form by the application deadline.

No cooling-off rights apply to applications submitted under the Retail Offer and once an Application Form has been submitted it
cannot be withdrawn without Auckland Airport's consent.

Eligible Shareholders who would like to receive a printed copy of the Application Form, together with this Retail Offer document,
should contact Auckland Airport's Share Registrar, MUFG Corporate Markets (see the Directory on page 15 for contact details).
Receiving your Shares You will receive your Shares on or about 11 October 2024, unless the Closing Date is extended.
Offer size and scaling Auckland Airport is seeking to raise up to NZ$200 million under this Retail Offer, with the ability for Auckland Airport to accept
oversubscriptions at its sole discretion.
3
If Auckland Airport receives applications for Shares in excess of the total amount of
the Retail Offer, Auckland Airport may elect to scale back the number of Shares to be allotted under this Retail Offer to each
Applicant by reference to the shareholders' holding of Shares at the Record Date of the Retail Offer (see clause 2 of the Terms
and Conditions for more information about scaling).
Ranking of Shares and
entitlement to 2024 full
year dividend
Shares issued under the Retail Offer will rank equally with existing Shares on issue. They will not carry an entitlement to
receive the 2024 full year dividend as the Shares will be issued after the 2024 full year dividend record date (19 September
2024).
Defined words and expressions used in this Retail Offer document are capitalised – see the Glossary for their definition.

1
See also clause 2.4 of the Terms and Conditions.
2
The calculations in this paragraph assume that (i) the Retail Offer raises NZ$200 million (with no oversubscriptions accepted or scaling applied), and (ii) the per
share issue price in the Retail Offer is NZ$6.95 (being the per Share issue price in the Placement).
3
If required to allow participating shareholders to maintain their proportionate ownership, noting the Retail Offer individual application caps for eligible
shareholders and regulatory restrictions.
Key Information

Retail Offer 2
Key Dates*
Date Event Summary
13 September 2024 Record Date The date on which Eligible Shareholders are determined.
19 September 2024 Retail Offer Opening Date Retail Offer opens for applications.
4 October 2024 Retail Offer Closing Date Retail Offer closes at 6:00pm NZ time / 3:00pm Sydney time,
unless extended. Applications and payment must be
received by the Share Registrar by this time.
10 October 2024 Announce results of Retail Offer Announcement to be made on the NZX and ASX.
11 October 2024 ASX Settlement Date Settlement on ASX.
11 October 2024 NZX Settlement Date Settlement on NZX.
11 October 2024 Allotment Date Shares allotted on NZX and ASX.
11 October 2024 Commencement of trading on NZX Trading is expected to commence on the NZX.

11 October 2024 Despatch Date Transaction confirmation despatched to participating
shareholders.
14 October 2024 Commencement of trading on ASX Trading is expected to commence on ASX.

* Auckland Airport reserves the right to alter any dates for the Retail Offer (subject to the NZX Listing Rules, ASX Listing Rules and applicable laws).

Retail Offer 3
Important Information
General Information
This document has been prepared by
Auckland Airport in connection with a Retail
Offer of new ordinary Shares.
In New Zealand, the Retail Offer is made to
New Zealand Eligible Shareholders under the
exclusion in clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013. In
Australia, the Retail Offer is made to
Australian Eligible Shareholders in accordance
with the relief granted in the ASIC Instrument
and ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 as
amended by the ASIC Instrument.
This document is not a product disclosure
statement or prospectus or other disclosure
document and does not contain all of the
information which may be required in order to
make an informed investment decision about
the Retail Offer or Auckland Airport.
Additional Information
Auckland Airport is subject to continuous
disclosure obligations under the NZX Listing
Rules. Market releases by Auckland
Airport, including its most recent financial
statements, are available at www.nzx.com
and www.asx.com.au under code AIA. We
encourage you to read these releases
carefully before you decide whether to
participate.
Auckland Airport may, during the Retail Offer,
make additional releases to NZX and ASX. To
the maximum extent permitted by law, no
release by Auckland Airport to NZX or ASX will
permit an applicant to withdraw any previously
submitted application without Auckland
Airport's consent.
The market price for the Shares may change
between the date this Retail Offer opens, the
date you apply for Shares under the Retail
Offer, and the date on which the Shares are
allotted to you. Accordingly, the price paid for
Shares under the Retail Offer may be higher
or lower than the price at which Shares are
trading on NZX or ASX at the time shares are
issued under the Retail Offer.
Offering Restrictions
This document is intended for use only in
connection with the Retail Offer to Eligible
Shareholders. This document does not
constitute an offer or invitation in any place in
which, or to any person to whom, it would not
be lawful to make such offer or invitation. No
action has been taken to permit a public
offering of the Shares in any jurisdiction
outside New Zealand and Australia. The
distribution of this document (including an
electronic version) in a jurisdiction outside
New Zealand and Australia may be restricted
by law and persons who come into possession
of it should seek advice on and observe any
such restrictions.
In particular, this document does not constitute
an offer to sell, or a solicitation of an offer to
buy, any Shares in the United States. The
offer and sale of the Shares have not been,
and will not be, registered under the U.S.
Securities Act or the securities laws
of any state or other jurisdiction of the United
States and accordingly, the Shares may not be
offered, sold or otherwise transferred, directly
or indirectly, in the United States.
No person may subscribe for, purchase, offer,
sell, distribute or deliver the Shares, or be in
possession of, or distribute to any other
person, any offering material or any
documents in connection with the Shares, in
any jurisdiction other than in compliance with
all applicable laws and regulations. Without
limiting the foregoing, this document may not
be sent to or distributed in the United States.
Changes to the Retail Offer
Subject to the NZX Listing Rules, the ASX
Listing Rules and applicable laws, Auckland
Airport reserves the right to alter the dates set
out in this document. Auckland Airport
reserves the right to withdraw the Retail Offer
and the issue of new Shares at any time
before the Allotment Date at its absolute
discretion.
No Guarantee
No person named in this document (nor any
other person) guarantees the Shares to be
issued pursuant to the Retail Offer or warrants
the future performance of Auckland Airport or
any return on any investment made pursuant
to this document.
No representation is given as to the future
performance of Auckland Airport or any return
on any investment made pursuant to this
Retail Offer. Historic performance does not
mean that similar returns will be achieved in
the future.
Decision to Participate in the Retail
Offer
The information in this document does not
constitute a recommendation to acquire
Shares or financial product advice. This
document has been prepared without taking
into account the investment objectives,
financial, or taxation situation or particular
needs of any Applicant or investor.
Eligibility
Determination of eligibility of investors for the
purposes of the Retail Offer (or any part of the
Retail Offer) is determined by reference to a
number of matters, including legal and
regulatory requirements, logistical and registry
constraints and the discretion of the Lead
Manager and Auckland Airport. The Lead
Manager and Auckland Airport and each of
their respective related bodies corporate and
affiliates, and each of their respective
directors, officers, partners, employees,
representatives and agents, disclaim any duty
or liability in respect of that determination and
the exercise or otherwise of that discretion, to
the maximum extent permitted by law.
Privacy
Any personal information you provide online /
in the Application Form will be held by
Auckland Airport and/or the Share Registrar at
the address set out in the Directory. This
information will be held in accordance with
Auckland Airport's privacy policy
(www.aucklandairport.co.nz/privacy-policy)
and the Share Registrar's privacy policy
(www.linkmarketservices.co.nz/Privacy.html),
as applicable, for the purposes of
administering your investment in Auckland
Airport. Under the Privacy Act 2020 (NZ) or
the Privacy Act 1988 (Aus) (as applicable),
you have the right to access and correct any
personal information held about you.
Enquiries
For enquiries about the Retail Offer, please
contact Auckland Airport’s Share Registrar
(refer to page 15 for contact details).
Defined Terms
Capitalised terms used in this document have
the specific meaning given to them in the
Glossary at the back of this document.

Retail Offer 4
Letter from the Chair
Dear Auckland Airport Shareholder
AUCKLAND AIRPORT – RETAIL OFFER
On behalf of the board of directors of Auckland International Airport
Limited (Auckland Airport), I am pleased to provide Eligible
Shareholders the opportunity to subscribe for new ordinary shares
(Shares) in Auckland Airport through this Retail Offer (Retail Offer).
Eligible Shareholders are all persons who were recorded in Auckland
Airport’s share register at 7:00pm New Zealand time / 5:00pm
Sydney time on 13 September 2024 as being a holder of Shares and
having an address in New Zealand or Australia and who are outside
the United States.
The Retail Offer is part of Auckland Airport's equity raising initiative
announced on 16 September 2024, the first component of which was
a placement of Shares to institutional shareholders and investors
(Placement) that closed on 17 September 2024 and successfully
raised NZ$1,200 million at a price of NZ$6.95 per Share. Auckland
Airport is seeking to raise up to NZ$200 million under the Retail
Offer, with the ability to accept oversubscriptions at its sole
discretion.
4

The proceeds of the equity raise will initially reduce net debt, repay
the NZ$150 million October 2024 bond maturity, as well as a further
NZ$100 million of unhedged drawn facilities, and provide flexibility to
fund Auckland Airport's planned capital investment programme over
PSE4 and PSE5 whilst maintaining its A- S&P credit rating and
dividend policy.
The Retail Offer will enable all New Zealand Eligible Shareholders
and Australian Eligible Shareholders of Auckland Airport to
participate in the capital raising and acquire new Shares at the same
price or lower than the Placement, without incurring brokerage costs.
The price per Share under the Retail Offer will be the lower of the
price paid by investors in Auckland Airport’s recent Placement, being
NZ$6.95 per Share, or a 2.5% discount to the five day VWAP during
the last five trading days of the Retail Offer period.
Each Eligible Shareholder can apply for new Auckland Airport Shares
up to a maximum value of NZ$150,000 (for New Zealand Eligible
Shareholders) and A$45,500
5
(for Australian Eligible Shareholders),
subject to scaling. Auckland Airport has obtained specific ASIC relief
to allow Australian Eligible Shareholders to participate up to
A$45,500.
Details of the Retail Offer, including terms and conditions and an
explanation of how you can participate, are contained in this
document and the Application Form. All documents relating to the
Retail Offer as well as the equity raising presentation released
on 16 September 2024 are available online at
www.aucklandairportshares.co.nz. We encourage you to read
these documents carefully before you decide whether to
participate. We also suggest that you seek financial, or investment
advice before making an investment decision.
If you wish to participate in the Retail Offer, you must ensure that
your Application Form (with payment) is completed online or
otherwise received by Auckland Airport's Share Registrar in
accordance with instructions communicated to you, no later than
6:00pm New Zealand time / 3:00pm Sydney time on 4 October 2024.
If you are a Custodian, you also need to complete and return your
Custodian Certificate along with your completed Application Form by
the application deadline.
Shares under the Retail Offer are expected to be allotted on or
around 11 October 2024, unless the Closing Date is extended.
On behalf of the board, we encourage you to consider this
opportunity and sincerely thank you for your ongoing support of
Auckland Airport.
Yours sincerely
Dr Patrick Strange
Chair
Auckland International Airport Limited
4
If required to allow participating shareholders to maintain their proportionate
ownership, noting the Retail Offer individual application caps for eligible
shareholders and regulatory restrictions.
5
See also clause 2.4 of the Terms and Conditions.

Retail Offer 5
Questions and Answers

THESE QUESTIONS AND ANSWERS ARE A
SUMMARY ONLY AND YOU SHOULD REFER TO
THE TERMS AND CONDITIONS FOR FURTHER
INFORMATION.
1- What is the Retail Offer?
The Retail Offer allows Eligible Shareholders
to purchase Shares in Auckland Airport
without incurring brokerage or other
transaction costs. You are eligible to
participate in the Retail Offer if you are a
shareholder of Auckland Airport and:
a) you were registered as a holder of fully
paid Shares at 7:00pm New Zealand time
/ 5:00pm Sydney time on the Record
Date, which is 13 September 2024;
b) your registered address is in New
Zealand or Australia;
c) you are not in the United States; and
d) you do not hold the Shares on behalf of
another person who resides outside of
New Zealand or Australia.
2- What is the price of the
shares and how many can I
purchase?
The Issue Price will be the lower of:
• NZ$6.95, being the price paid by
investors in Auckland Airport’s recent
Placement (representing a discount of
7% to the ex-dividend adjusted closing
price of Auckland Airport Shares on the
NZX of NZ$7.48 on 13 September 2024);
or
• 2.5% discount to the five-day VWAP
during the last five trading days of the
Retail Offer period.
The Issue Price determined above is a New
Zealand dollar amount. If you are an
Australian Eligible Shareholder and apply for
an Australian dollar amount of Shares,
Auckland Airport will convert the New Zealand
dollar Issue Price to Australian dollars at the
NZ$:A$ exchange rate published by the
Reserve Bank of New Zealand on its website
at 7:00pm New Zealand time on the Closing
Date. The market price of the Shares may
change between the Opening Date, the date
you apply for Shares under the Retail Offer,
and the Allotment Date. The risks associated
with this potential market fluctuation are
described in question 6 below.

6
If required to allow participating shareholders to
maintain their proportionate ownership, noting the
The issue of new Shares under the Retail
Offer will be up to a maximum value of
NZ$150,000 per New Zealand Eligible
Shareholder and A$45,500 per Australian
Eligible Shareholder, subject to scaling. The
lower limit on participation for Australian
Eligible Shareholders reflects the legal rules
applicable to offers of this nature in Australia,
as increased by the ASIC Instrument. If you
apply for an Australian dollar amount of
Shares and the exchange rate (set by
reference to the NZ$:A$ exchange rate
published by the Reserve Bank of New
Zealand on its website at 7:00pm New
Zealand time on the Closing Date) varies such
that the dollar amount you applied for exceeds
the NZ$50,000 regulatory limit permitted under
the ASIC Instrument, Shares having a total
issue price equal to NZ$50,000 (rounded
down to the nearest whole share) will be
issued to you and you will be refunded the
excess cash amount (unless that excess cash
amount is less than NZ$5, in which case it will
be retained by Auckland Airport and not
refunded).
If you wish to participate in the Retail Offer,
you should complete the Application Form in
accordance with the instructions set out in
question 7 below and elect a payment method,
for the value of the exact amount applied for
on the Application Form.
If you are a Custodian, you will also need to
complete and return a Custodian Certificate.
To determine whether you are a Custodian,
and how to obtain a Custodian Certificate,
refer to clause 3 of the Terms and Conditions.
Auckland Airport is inviting applications for up
to NZ$200 million of Shares in aggregate, but
Auckland Airport reserves the right to accept
oversubscriptions at its sole discretion.
6

Auckland Airport reserves the right to, at its
absolute discretion, scale back any application
for Shares under the Retail Offer. If Auckland
Airport receives applications in excess of the
total amount of the Retail Offer, it may elect to
accept oversubscriptions and/or scale back all
applications on a proportionate basis in
accordance with the number of Auckland
Airport Shares held by the Applicant (or, in the
case of an application made by a Custodian,
the relevant beneficial owner(s) named in the
schedule submitted with the Application Form)
on the Record Date. In practical terms, this
means that:
Retail Offer individual application caps for eligible
shareholders and regulatory restrictions.
• Auckland Airport will apply scaling so
that, as far as is practicable, shareholders
who apply for a number of new Shares
that will allow them to maintain their
proportionate ownership in Auckland
Airport will receive those Shares (subject
to the overall size of the Retail Offer and
the monetary limit on participation
applicable to each shareholder).
• Applying for a monetary amount in the
Retail Offer does not necessarily mean
that you will be allocated new Shares that
equate to that monetary amount. If
scaling is applied and you have applied
for a monetary amount that equates to a
number of new Shares that exceeds the
number of new Shares required to enable
you to maintain your proportionate
ownership in Auckland Airport, the size of
your application may be reduced to the
level required to enable you to maintain
your proportionate ownership.
If your application is scaled back by Auckland
Airport, your application monies will be greater
than the value of the new Shares you will be
allotted at the Issue Price and a refund will be
issued in accordance with clause 5 of the
Terms and Conditions.
Any fractional Shares allocated under the
Retail Offer will be rounded down to the
nearest whole number of Shares.
All Shares issued under the Retail Offer will be
ordinary Shares of Auckland Airport.
3- What rights will the shares
have?
Shares under the Retail Offer will rank equally
with existing Shares quoted on the NZX and
ASX, with the same voting rights, dividend
rights and other entitlements. The new Shares
issued under the Retail Offer will not be
entitled to the 2024 full year dividend of
NZ$0.065 per Share, as the new Shares will
be issued after the 2024 full year dividend
record date (19 September 2024).
4- What if I own shares
through a trustee or
custodian or own shares in
more than one capacity?
If you own Shares through a trustee or
Custodian, you may instruct the trustee or

Retail Offer 6
Custodian to purchase Shares on your behalf,
up to the applicable limit of NZ$150,000 per
New Zealand Eligible Shareholder or
A$45,500 per Australian Eligible Shareholder.
If you receive more than one copy of this
document, or if you hold Shares in more than
one capacity (e.g. because you are both a sole
and joint holder of Shares), the maximum
amount you may apply to invest under the
Retail Offer in all capacities, and in aggregate,
is NZ$150,000 per New Zealand Eligible
Shareholder or A$45,500 per Australian
Eligible Shareholder. By applying to purchase
Shares under the Retail Offer, you represent
that you have not exceeded the applicable
limit of NZ$150,000 per New Zealand Eligible
Shareholder or A$45,500 per Australian
Eligible Shareholder.
If you hold Shares as Custodian and are an
Eligible Shareholder, you may apply for up to
the applicable maximum value of new Shares
(being NZ$150,000 per Eligible Shareholder in
New Zealand and A$45,500 per Eligible
Shareholder in Australia) for each beneficiary
for whom you, directly or indirectly, act as
Custodian provided that you complete, and
submit, together with the Application Form, a
certificate (Custodian Certificate) certifying
each of the matters set out in clause 3.4 of the
Terms and Conditions of this Retail Offer.
5- Is this Retail Offer
transferable to another
person?
No. This Retail Offer is personal to you and
non-renounceable, so if you elect not to
purchase any Shares under the Retail Offer
you may not transfer your right to purchase
Shares under the Retail Offer to anyone else.
6- What are the risks of
investing in the retail offer
and what if I choose not to
participate in the Retail
Offer?
The market price for the Shares may change
between the Opening Date, the date you apply
for Shares under the Retail Offer, and the
Allotment Date. Accordingly, the price paid
under the Retail Offer may be higher or lower
than the price at which Shares in Auckland
Airport are trading on the NZX and ASX at the
time the Shares are issued to you under the
Retail Offer. The Share price is quoted on the
NZX website: www.nzx.com and ASX website:
www.asx.com.au.
Each New Zealand Eligible Shareholder may
choose to subscribe for up to NZ$150,000
worth of Shares and each Australian Eligible
Shareholder for up to A$45,500 worth of
Shares, subject to any scaling. While
Auckland Airport has attempted to make the
Retail Offer as fair as possible for Eligible
Shareholders, including by increasing the
individual application cap for New Zealand
Eligible Shareholders to NZ$150,000 and for
Australian Eligible Shareholders from the
typical A$30,000 to A$45,500 of Shares (in
accordance with the ASIC Instrument), and by
providing that any scaling will be in reference
to individual shareholdings at the Record Date,
the Retail Offer is not in accordance with your
proportionate shareholding.
Even if you participate in the Retail Offer, your
shareholding in Auckland Airport may change.
Large shareholders may not be able to obtain
sufficient Shares to maintain their percentage
shareholding, while smaller shareholders may
be able to increase their percentage
shareholding. If you do not subscribe for any
Shares under the Retail Offer, then your
percentage shareholding in Auckland Airport
will be reduced.
7- How do I apply for shares
under the Retail Offer?
If you wish to participate in the Retail Offer,
please ensure that you submit an Application
Form and make payment online at
www.aucklandairportshares.co.nz by 6:00pm
New Zealand time / 3:00pm Sydney time on
the Closing Date (4 October 2024).
Alternatively, if you have requested a printed
copy of the Application Form and are not
applying online, please follow the step-by-step
instructions set out on the reverse of the
personalised printed Application Form and
return your completed Application Form (and,
if applicable, your Custodian Certificate) with
your payment to the Share Registrar so that it
is received by 6:00pm New Zealand time /
3:00pm Sydney time on the Closing Date (4
October 2024).
By applying to purchase Shares under the
Retail Offer, you represent that you have not
exceeded the applicable maximum value
(being NZ$150,000 per New Zealand Eligible
Shareholder and A$45,500 per Australian
Eligible Shareholder).
If the exact amount of money is not tendered,
Auckland Airport reserves the right not to
accept all or part of your payment. In those
circumstances, Auckland Airport will return
your Application Form (and, if applicable, your
Custodian Certificate) and refund all or part of
your payment without interest.
If an Application Form is rejected, all of the
amounts paid will be refunded to the relevant
Applicant. If applications are scaled back, the
Applicant will receive the number of Shares at
the Issue Price accepted by Auckland Airport
following scaling and a refund of the balance
of the relevant payment amount. All refunds
will be made without interest. Any amount
less than NZ$5 due to scaling or rounding will
be retained by Auckland Airport. Refunds will
be issued within five business days following
the Allotment Date (see clause 5 of the Terms
and Conditions for more information).
You will not be able to withdraw or revoke your
Application Form once submitted / sent in
without Auckland Airport's consent.
8- How long is the Retail
Offer open and when will I
receive my shares?
The Retail Offer opens on 19 September 2024
and is expected to close at 6:00pm New
Zealand time / 3:00pm Sydney time on 4
October 2024, unless extended. If you want to
participate, you should ensure your application
and payment is received by 6:00pm New
Zealand time / 3:00pm Sydney time on 4
October 2024. If you are returning your
Application Form by mail, please allow
adequate time for mail deliveries to be
received. Applications received after this time
may not be accepted. Online applications
are encouraged.
You will receive Shares issued to you under
the Retail Offer on the Allotment Date, which is
currently expected to be on or around 11
October 2024. Confirmation of the number of
Shares issued to you under the Retail Offer
will be sent on the Despatch Date, currently
expected to be on or around 11 October 2024.

Retail Offer 7
Terms and Conditions

IF YOU APPLY TO PARTICIPATE IN THE RETAIL OFFER BY COMPLETING THE APPLICATION FORM (AND, IF APPLICABLE, A CUSTODIAN CERTIFICATE)
ONLINE OR BY MAIL, YOU ARE ACCEPTING THE RISK THAT THE MARKET PRICE OF SHARES MAY CHANGE BETWEEN THE OPENING DATE, THE DATE YOU
APPLY FOR SHARES UNDER THE RETAIL OFFER, AND THE ALLOTMENT DATE. THIS MEANS THAT IT IS POSSIBLE THAT UP TO OR AFTER THE
ALLOTMENT DATE, YOU MAY BE ABLE TO BUY SHARES AT A LOWER PRICE THAN THE ISSUE PRICE.
WE ENCOURAGE YOU TO SEEK YOUR OWN FINANCIAL OR, INVESTMENT ADVICE REGARDING YOUR PARTICIPATION IN THE RETAIL OFFER.

Offer Timetable*

Record Date: Eligible Shareholders registered at 7:00pm NZ time / 5:00pm Sydney time on 13 September 2024 may
participate in the Retail Offer.
Opening Date: The Retail Offer opens for applications on 19 September 2024.
Closing Date: The Retail Offer closes at 6:00pm NZ time / 3:00pm Sydney time on 4 October 2024, unless extended.
Application Forms must be submitted online or physical Application Forms returned in accordance with
clause 4 of the Terms and Conditions, and payment in accordance with the instructions provided must
be received by the Share Registrar by this time. Application Forms may, at Auckland Airport’s
discretion, not be processed or held to be invalid if they have not been received by this time.
Announcement of Retail Offer
results date
The Issue Price and results of the Retail Offer will be announced on NZX and ASX on 10 October 2024.
ASX Settlement Date Settlement on ASX on 11 October 2024.
NZX Settlement Date Settlement on NZX on 11 October 2024.
Allotment Date: The Shares are proposed to be allotted on or around 11 October 2024, unless the Closing Date is
extended.
NZX Commencement of trading: Auckland Airport expects the Shares issued under the Retail Offer will commence trading on NZX on the
Allotment Date.
Despatch Date: Auckland Airport expects that a transaction confirmation will be despatched to you on or around 11
October 2024.
ASX Commencement of trading: Auckland Airport expects the Shares issued under the Retail Offer will commence trading on ASX on 14
October 2024.

* Auckland Airport reserves the right to alter any dates for the Retail Offer (subject to the NZX Listing Rules, ASX Listing Rules and applicable laws).

1. Eligible Shareholders
1.1. You may participate in the Retail Offer
if you are an Eligible Shareholder.
You are not eligible to participate in
the Retail Offer if you are in the United
States. Joint holders of Shares are
taken to be a single registered holder
of Shares for the purposes of
determining whether they are an
Eligible Shareholder and the
certification on the Application Form is
taken to have been given by all of
them.
1.2. If you are an Eligible Shareholder,
your rights under this Retail Offer are
personal to you and non-
renounceable, so you may not transfer
them.
1.3. Auckland Airport accepts no liability
where an Eligible Shareholder does
not receive an Application Form or
does not receive the Application Form
in time.

2. Issue Price and Number of Shares
2.1. The Issue Price for Shares under the
Retail Offer is the lower of:
(a) NZ$6.95, being the price payable
by investors in Auckland Airport’s
recent Placement (representing a
discount of 7% to the ex-dividend
adjusted closing price of Auckland
Airport's Shares on NZX of
NZ$7.48 on 13 September 2024);
or
(b) a 2.5% discount to the five-day
VWAP during the last five trading
days of the Retail Offer period.
2.2. Eligible Shareholders may elect to
purchase Shares up to a maximum of
NZ$150,000 per Eligible Shareholder
in New Zealand and A$45,500 per
Eligible Shareholder in Australia,
subject to scaling, by filling in the
appropriate box in the Application
Form. Any fractional Shares allocated
under the Retail Offer will be rounded
down to the nearest whole number of
Shares.
2.3. The Issue Price is a New Zealand
dollar amount. If you are an Australian
Eligible Shareholder and apply for an
Australian dollar amount of Shares,
Auckland Airport will convert the
New Zealand dollar Issue Price to
Australian dollars at the NZ$:A$
exchange rate published by the
Reserve Bank of New Zealand on its
website at 7:00pm New Zealand time
on the Closing Date. The market price
of the Shares may change between
the Opening Date, the date you apply

Retail Offer 8
for Shares under the Retail Offer, and
the Allotment Date.
2.4. If you are an Australian Eligible
Shareholder and apply for an
Australian dollar amount of Shares
and the exchange rate set by
reference to the NZ$:A$ exchange
rate published by the New Zealand
Reserve Bank on its website at
7:00pm New Zealand time on the
Closing Date varies such that the
dollar amount you applied for exceeds
the NZ$50,000 regulatory limit
permitted under the ASIC Instrument,
Shares having a total issue price equal
to NZ$50,000 (rounded down to the
nearest whole share) will be issued to
you and you will be refunded the
excess cash amount (unless that
excess cash amount is less than
NZ$5, in which case it will be retained
by Auckland Airport and not refunded).
2.5. If an Eligible Shareholder receives
more than one offer under the Retail
Offer (for example, because the
Eligible Shareholder holds Shares in
their own name, jointly with another
person and/or through a Custodian),
the Eligible Shareholder’s aggregate
application value across all
Applications must not exceed
NZ$150,000 (for New Zealand Eligible
Shareholders) and A$45,500 (for
Australian Eligible Shareholders).
2.6. Auckland Airport is inviting
applications for up to NZ$200 million
of Shares in aggregate, subject to
Auckland Airport's right to accept
oversubscriptions at its sole
discretion.
7
If Auckland Airport
receives applications in excess of the
total amount of the Retail Offer, it may
elect to accept oversubscriptions
and/or scale back all applications on a
proportionate basis in accordance with
the number of Auckland Airport
Shares held by the Applicant (or, in
the case of an application made by a
Custodian, the relevant beneficial
owner(s) named in the schedule
submitted with the Application Form)
on the Record Date.
2.7. To the maximum extent permitted by
law, Auckland Airport, its advisers, the
Lead Manager and each of their
respective related bodies corporate
and affiliates, and each of their
respective directors, officers, partners,
employees, representatives and
agents, disclaim all liability, including
for negligence, for any failure to obtain
any particular exchange rate, or any
movements in exchange rates, if
exchanging the New Zealand Issue
Price of Shares into Australian dollars
or if exchanging the amount paid by
Australian Eligible Shareholders into

7
If required to allow participating shareholders to
maintain their proportionate ownership, noting the
New Zealand dollars. The Lead
Manager and Auckland Airport reserve
the right to allocate entitlements to
Shares under the Retail Offer at their
discretion.

3. Custodians
3.1. Under the Retail Offer, a Custodian is
any Eligible Shareholder:
(a) in the case of a New Zealand
Eligible Shareholder, that:
(i) is a trustee corporation or a
nominee company and holds
Shares in Auckland Airport by
reason only of acting for
another person in the ordinary
course of business of that
trustee corporation or nominee
company; or
(ii) holds Shares in Auckland
Airport by reason only of being
a bare trustee of a trust to
which the Shares are subject.
(b) in the case of an Australian
Eligible Shareholder, provides a
custodial or depository service in
relation to shares of Auckland
Airport and who:
(i) holds an Australian financial
services licence covering the
provision of a custodial or
depository service;
(ii) is exempt from the
requirement to hold an
Australian financial services
licence covering the provision
of a custodial or depository
service;
(iii) holds an Australian financial
services licence covering the
operation of an IDPS (as
defined in ASIC Corporations
(Investor Directed Portfolio
Services) Instrument
2023/669)) or is a responsible
entity of an IDPS-like scheme
(as defined in ASIC
Corporations (Investor
Directed Portfolio Services
Provided Through a
Registered Managed
Investment Scheme)
Instrument 2023/668));
(iv) is a trustee of a self-managed
superannuation fund or a
superannuation master trust;
or
(v) is a registered holder of
Shares and is noted on the
register of members of
Auckland Airport as holding
the Shares on account of
another person.
3.2. Custodians may apply to purchase
Shares for an amount greater than
NZ$150,000 (for beneficial owners
with a registered address in New
Retail Offer individual application caps for eligible
shareholders and regulatory restrictions.
Zealand) and/or A$45,500 (for
beneficial owners with a registered
address in Australia), as applicable,
provided that the Custodian applies for
no more Shares than collectively have
an aggregate application price of
NZ$150,000 and/or A$45,500 for each
beneficial owner for whom the
Custodian acts as a Custodian. Each
beneficial owner may only direct the
Custodian to apply on behalf of that
beneficial owner for a single share
parcel.
3.3. Custodians must confirm to Auckland
Airport that they are holding Shares as
a Custodian for one or more beneficial
owners and certify the matters
described in clause 3.4 below by
providing a Custodian Certificate
together with the Custodian’s
Application Form. To request a
Custodian Certificate, or if you would
like further information on how to apply
for Shares as a Custodian, you should
contact Auckland Airport’s Share
Registrar, MUFG Corporate Markets,
at any time from 8:30am to 5:00pm
New Zealand time (Monday to Friday)
prior to the Closing Date on 4 October
2024.
3.4. If a Custodian applies to purchase
Shares on behalf of one or more
beneficial owners, the Custodian must
certify to Auckland Airport in writing
the following matters in the form and
manner set out in the Custodian
Certificate (available on request from
the Share Registrar):
(a) either or both of the following
apply:
(i) that a Custodian holds Shares
on behalf of one or more
persons that are not
Custodians (each a
Participating Beneficiary);
and /or
(ii) that another Custodian
(Downstream Custodian)
holds beneficial interests in
Shares on behalf of one or
more other persons (each a
Participating Beneficiary),
and the Custodian holds the
Shares to which those
beneficial interests relate on
behalf of the Downstream
Custodian or another
custodian,
in each case on 13 September
2024 at 7:00pm New Zealand
time / 5:00pm Sydney time
and that each Participating
Beneficiary who has
subsequently instructed the
Custodian, and/or the
Downstream Custodian, to

Retail Offer 9
apply for Shares under the
Retail Offer on their behalf;
(b) the number of Participating
Beneficiaries and their names and
addresses;
(c) the number of Shares that the
Custodian holds on behalf of each
Participating Beneficiary and the
number of Shares to which
beneficial interests relate for each
Participating Beneficiary;
(d) the dollar amount of Shares that
each Participating Beneficiary has
instructed the Custodian, either
directly or indirectly through a
Downstream Custodian, to apply
for on their behalf;
(e) that there are no Participating
Beneficiaries in respect of which
the total of the application price for
the following exceeds NZ$150,000
(in relation to Participating
Beneficiaries with a registered
address in New Zealand) and
A$45,500 (in relation to
Participating Beneficiaries with a
registered address in Australia):
(i) the Shares applied for by the
Custodian on their behalf
under the Retail Offer; and
(ii) any other Shares issued to the
Custodian (as a result of an
instruction given to the
Custodian or a Downstream
Custodian) for that
Participating Beneficiary under
any arrangement similar to the
Retail Offer in the 12 months
prior to the application for new
Shares under the Retail Offer;
(f) that a copy of this document was
given to each Participating
Beneficiary;
(g) where the Custodian holds Shares
on behalf of a Participating
Beneficiary indirectly, through one
or more Downstream Custodians,
the name and address of each
Downstream Custodian; and
(h) that the beneficial owner on whose
behalf the Custodian is submitting
an Application Form is not making
an application as an Eligible
Shareholder for Shares under the
Retail Offer, and no other
Custodian is submitting an
Application Form under the Retail
Offer for that beneficial owner.
3.5. Custodians are not permitted to
participate in the Retail Offer on behalf
of, and must not distribute this
document or any documents (including
the Application Form) relating to this
Retail Offer to, any person in the
United States. In the event that a
Custodian is acting for the account or
benefit of a person in the United
States, it is not permitted to participate
in respect of that person.
4. Completing the application form and
paying for shares
4.1. If you wish to participate in the Retail
Offer, you should complete the online
Application Form at
www.aucklandairportshares.co.nz and
make payment in accordance with the
instructions provided. Alternatively, if
you have requested a printed copy of
the Application Form and are not
applying online, complete and return
the printed Application Form together
with payment in accordance with the
instructions set out in the Application
Form. If you are a Custodian, you
must also complete a Custodian
Certificate which may be obtained
from Auckland Airport’s Share
Registrar, MUFG Corporate Markets,
as noted in clause 3.3 above.
4.2. Eligible Shareholders should make
payment for the value of the exact
amount applied for on the Application
Form, in accordance with the share
parcel selected.
4.3. To be valid, your application (and, if
applicable, Custodian Certificate) and
payment must be received by MUFG
Corporate Markets by 6:00pm New
Zealand time / 3:00pm Sydney time on
4 October 2024. Application Forms
(and, if applicable, Custodian
Certificate) or payment received after
that date will only be accepted at
Auckland Airport’s discretion. Physical
Application Forms (and, if applicable
Custodian Certificate) should be
returned in one of the following
manners:

SCAN AND EMAIL:
applications@linkmarketservices.co.nz
(Please use “Auckland Airport Retail
Offer” as the subject of the email)
Direct debit application only

BY HAND:
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West Auckland

or

MUFG Pension & Market Services
Level 12, 680 George Street
Sydney
Australia

BY MAIL:
MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand

or

MUFG Corporate Markets
Locked Bag A14
Sydney South
NSW 1235
Australia

5. Auckland Airport’s discretion to accept
or reject applications
5.1. Auckland Airport has discretion to
accept or reject your Application Form
to purchase Shares under the Retail
Offer, including (without limitation) if:
(a) your Application Form or
Custodian Certificate (if
applicable) is incorrectly
completed or incomplete or
otherwise determined by Auckland
Airport to be invalid;
(b) your payment is dishonoured or
has not been completed correctly;
(c) it appears that you are applying to
buy more than NZ$150,000 (for
New Zealand Eligible
Shareholders) / A$45,500 (for
Australian Eligible Shareholders)
(in aggregate) of Shares (except if
you are a Custodian applying on
behalf of more than one beneficial
owners in accordance with clause
3.2);
(d) it appears you are not an
Australian Eligible Shareholder but
you apply for Shares under the
Retail Offer in Australian dollars;
(e) your Application Form, Custodian
Certificate (if applicable) or
payment is received after the
Closing Date. While Auckland
Airport has discretion to accept
late Application Forms, Custodian
Certificates (if applicable) and
payments, there is no assurance
that it will do so. Late Application
Forms, Custodian Certificates (if
applicable) and payments, if not
processed, will be returned to you
at your registered address. No
interest will be paid on any
application money returned to you;
(f) Auckland Airport believes that you
are not an Eligible Shareholder or
Custodian; or
(g) Auckland Airport considers that
your application does not comply
with these Terms and Conditions.
5.2. Auckland Airport reserves the right to
scale back at its absolute discretion
any application for Shares under the
Retail Offer. If Auckland Airport
receives applications in excess of the
total amount of the Retail Offer, it may
elect to accept oversubscriptions
and/or scale back all applications on a
proportionate basis in accordance with
the number of Auckland Airport
Shares held by the Applicant (or, in
the case of an application made by a
Custodian, the relevant beneficial
owner(s) named in the schedule
submitted with the Application Form)
on the Record Date.
5.3. If an application is rejected, all of the
relevant amounts will be refunded to
the Applicant. If applications are

Retail Offer 10
scaled back, the Applicant will receive
the number of Shares at the Issue
Price in respect of which the
application is accepted and a refund of
the balance of the relevant application
payment. All refunds will be made
without interest.
5.4. Any difference less than NZ$5 due to
scaling or rounding will be retained
by Auckland Airport and not refunded.
5.5. Refunds will be made by direct credit
to the bank account held by Auckland
Airport’s Share Registrar, MUFG
Corporate Markets. Refunds will be
issued within five business days
following the Allotment Date.

6. Significance of sending in an
application
6.1. If you apply to participate in the Retail
Offer by completing and returning the
Application Form (and, if applicable a
Custodian Certificate) either online or
by one of the methods referred to in
clause 4, you will be deemed to make
the following representations,
warranties and agreements:
(a) you will be bound by the
constitution of Auckland Airport;
(b) your application, on these Terms
and Conditions, will be irrevocable
and unconditional (i.e. it cannot be
withdrawn);
(c) you certify to Auckland Airport that
you are an Eligible Shareholder
entitled to apply for Shares under
these Terms and Conditions;
(d) you certify and represent to
Auckland Airport that you are not
applying for Shares with a total
application price in excess of
NZ$150,000 (for New Zealand
Eligible Shareholders) and
A$45,500 (for Australian Eligible
Shareholders) as a result of any of
the following (in aggregate):
(i) any Shares you have applied
for under this Application Form
and under the Retail Offer;
(ii) any other Shares issued to
you under the Retail Offer or
any similar arrangement to the
Retail Offer in the 12 months
before the Application,
excluding any issue of Shares
in the Placement;
(iii) any other Shares under the
Retail Offer which you have
instructed a Custodian to
acquire on your behalf under
the Retail Offer; and
(iv) any other Shares issued to a
Custodian under an
arrangement similar to the
Retail Offer in the 12 months
before the Application as a
result of an instruction given
by you to the Custodian or
another custodian and which
resulted in you holding
beneficial interests in those
Shares,
even though you may have
received more than one offer
under the Retail Offer or received
offers in more than one capacity
under the Retail Offer;
(e) if you are an Australian Eligible
Shareholder, the Retail Offer is
being made to you pursuant to
ASIC Corporations (Share and
Interest Purchase Plans)
Instrument 2019/547 as amended
by the ASIC Instrument, which
limits the amount of Shares that
may be issued to you under that
instrument in any consecutive 12
month period to no more than
NZ$50,000 (being equivalent to
approximately A$45,500);
(f) without limiting Auckland Airport's
discretion to accept or reject
applications in clause 5 above,
you authorise Auckland Airport
(and its officers or agents) to
correct any error in, or omission
from, your Application Form (and,
if applicable, your Custodian
Certificate) and to complete the
Application Form (and, if
applicable, the Custodian
Certificate) by the insertion of any
missing details;
(g) you acknowledge that Auckland
Airport may at any time irrevocably
determine that your Application
Form (and, if applicable, your
Custodian Certificate) is valid, in
accordance with these Terms and
Conditions, even if the Application
Form (or Custodian Certificate) is
incomplete, contains errors or is
otherwise defective;
(h) you acknowledge that none of
Auckland Airport, its advisers or
agents has provided you with
investment advice or financial
product advice, and that none of
them has an obligation to provide
advice concerning your decision to
apply for and purchase Shares
under the Retail Offer;
(i) you acknowledge the risk that the
market price for the Shares may
change between the Opening
Date, the date you apply for
Shares under the Retail Offer, and
the Allotment Date. A change in
market price during this period
may affect the Issue Price or value
of the Shares you receive under
the Retail Offer;
(j) you acknowledge that Auckland
Airport is not liable for any
exercise of its discretions referred
to in these Terms and Conditions
to the maximum extent permitted
by law;
(k) you are not in the United States;
(l) you understand and acknowledge
that the offer and sale of Shares
have not been, and will not be,
registered under the U.S.
Securities Act or the securities
laws of any state or other
jurisdiction of the United States
and accordingly, the Shares may
not be offered, sold or otherwise
transferred, directly or indirectly, in
the United States.
(m) you have not, and will not, send
this document or any materials
relating to the Retail Offer to any
person in the United States;
(n) you acknowledge and agree that
the determination of eligibility of
investors for the purposes of the
Retail Offer is determined by
reference to a number of matters,
including legal and regulatory
requirements, logistical and
registry constraints and the
discretion of the Lead Manager
and Auckland Airport. The Lead
Manager and Auckland Airport
and each of their respective
related bodies corporate and
affiliates, and each of their
respective directors, officers,
partners, employees,
representatives and agents,
disclaim any duty or liability in
respect of that determination and
the exercise or otherwise of that
discretion, to the maximum extent
permitted by law;
(o) if in the future you decide to sell
or otherwise transfer the Shares,
you will only do so in the regular
way for transactions on the NZX or
the ASX where neither you nor
any person acting on your behalf
know or have reason to know, that
the sale has been pre-arranged
with, or that the purchaser is, a
person in the United States;
(p) if you are acting as a trustee,
nominee or Custodian, each
beneficial holder on whose behalf
you are applying for and acquiring
Shares is either a New Zealand
Eligible Shareholder or an
Australian Eligible Shareholder
and is not in the United States;
and
(q) you irrevocably and
unconditionally agree to these
Terms and Conditions and agree
not to do any act or thing which
would be contrary to the spirit,
intention or purpose of the Retail
Offer.
6.2. If a Custodian applies to purchase
Shares under the Retail Offer for a
beneficial owner pursuant to clause
3.2:
(a) the certification referred to in
clause 6.1(c) will be taken to be
given by the beneficial owner on

Retail Offer 11
whose behalf the Custodian is
applying to purchase Shares; and
(b) in addition to the matters referred
to in clause 6.1, the Custodian
also certifies each of the matters
set out in the Custodian
Certificate.

7. The Shares
7.1. Shares issued under the Retail Offer
will rank equally in all respects with
existing Shares quoted on the NZX
and ASX, with the same voting rights,
dividend rights and other entitlements.
The Shares to be issued under the
Retail Offer will not be entitled to the
2024 full year dividend of $0.065 per
share because the new Shares will be
issued after the 2024 full year dividend
record date (19 September 2024).
7.2. The Shares to be issued under the
Retail Offer have been accepted for
quotation on the NZX, and an
application will be made for quotation
on the ASX, and it is expected that the
Shares will be quoted upon completion
of the allotment procedures. However,
neither NZX Limited nor ASX Limited
accepts any responsibility for any
statement in this document.
7.3. The issue of new Shares under the
Retail Offer in New Zealand is being
undertaken in reliance on the
exclusion in clause 19 of Schedule 1
of the Financial Markets Conduct Act
2013.
7.4. The issue of new Shares under the
Retail Offer up to a maximum value of
NZ$150,000 per New Zealand Eligible
Shareholder (or per beneficial owner,
in the case of holdings held by
Custodians) is being undertaken
pursuant to:
(a) NZX Listing Rule 4.3.1 (Pro-rata
issues and Share Purchase Plans)
in respect of the first NZ$50,000 of
new Shares offered; and
(b) NZX Listing Rule 4.5.1 (15%
Placement) in respect of the
additional NZ$100,000 of new
Shares.
7.5. The issue of new Shares under the
Retail Offer up to a maximum value of
NZ$50,000 per Australian Eligible
Shareholder (or per beneficial owner,
in the case of holdings by Custodians),
is being undertaken:
(a) in accordance with the conditions
imposed by the relief granted by
ASIC under the ASIC Instrument
and ASIC Corporations (Share
and Interest Purchase Plans)
Instrument 2019/547 as amended
by the ASIC Instrument, which
among other things increases the
maximum consideration payable
for equity securities in the Retail
Offer from A$30,000 to NZ$50,000
per registered holder; and
(b) pursuant to NZX Listing Rule 4.3.1
(Pro-rata issues and Share
Purchase Plans) in respect of the
A$45,500 of new Shares offers.

8. Financial statements
8.1. You may obtain free of charge the
most recent annual report and
financial statements of Auckland
Airport by contacting Auckland
Airport's Share Registrar, MUFG
Corporate Markets, or you may
download the reports from the
Auckland Airport website:
www.aucklandairport.co.nz.

9. Amendments to the Retail Offer and
waiver of compliance
9.1. Notwithstanding any other term or
condition of the Retail Offer and/or the
Application Form, Auckland Airport
may, at its discretion:
(a) make non-material modifications
to the Retail Offer or these Terms
and Conditions without notice (in
which case applications for Shares
under the Retail Offer will remain
binding on all Applicants
notwithstanding such modification
and irrespective of whether an
Application Form was received by
MUFG Corporate Markets before
or after such modification is
made); and/or
(b) suspend or terminate the Retail
Offer at any time prior to the issue
of the Shares under the Retail
Offer. If the Retail Offer is
terminated, application monies will
be refunded to Applicants without
interest.
9.2. Auckland Airport reserves the right to
waive compliance with any provision
of these Terms and Conditions (either
generally, or in respect of a particular
Applicant or Applicants).

10. Governing Law
10.1. These Terms and Conditions shall
be governed by and construed in
accordance with the laws of New
Zealand.

11. Disputes
11.1. If any dispute arises in connection
with the Retail Offer, Auckland Airport
may settle it in any manner it thinks fit.
It may do so generally or in relation to
any particular participant, application
or Share. Auckland Airport’s decision
will be final and binding.

12. Inconsistency
12.1. Unless otherwise determined by the
directors of Auckland Airport, in the
event of any inconsistency between
the Terms and Conditions of the Retail
Offer and Auckland Airport’s
constitution, Auckland Airport’s
constitution shall prevail.

Retail Offer 12
Glossary

Allotment Date On or around 11 October 2024, unless the Closing Date is extended.
Applicant An applicant for Shares in the Retail Offer.
Application Form An application for Shares in the Retail Offer made through the offer website www.aucklandairportshares.co.nz, or
as otherwise directed by Auckland Airport.
ASIC Instrument ASIC Instrument 24-0755.
ASX ASX Limited or the market it operates (as the context requires).
ASX Listing Rules The listing rules from time to time of the ASX.
ASX Settlement Date 11 October 2024.
Auckland Airport Auckland International Airport Limited, a company listed on the NZX and ASX.
Australian Eligible Shareholder An Eligible Shareholder with a registered address in Australia in Auckland Airport’s share register.
Closing Date 6:00pm New Zealand time / 3:00pm Sydney time on 4 October 2024, unless extended.
Custodian See clause 3.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian Certificate The certificate that must be submitted by an Applicant that is a Custodian together with that Applicant’s Application
Form (available on request from the Share Registrar).
Despatch Date On or around 11 October 2024, unless the Closing Date is extended.
Downstream Custodian See clause 3.4 of the Terms and Conditions for the definition of “Downstream Custodian”.
Eligible Shareholder A person who, at 7:00pm New Zealand time / 5:00pm Sydney time on the Record Date, was recorded in Auckland
Airport’s share register as being a registered holder of Shares and having an address in New Zealand or Australia.
A person who holds Shares on behalf of another person who resides outside New Zealand or Australia is not an
Eligible Shareholder. In particular, a person is not eligible to participate in the Retail Offer if that person is in the
United States.
Ineligible Shareholder A person who, at 7:00pm New Zealand time / 5:00pm Sydney time on the Record Date, was recorded in Auckland
Airport’s share register as being a registered holder of Shares and is not an Eligible Shareholder.
Issue Price The price at which the Shares will be issued pursuant to the Retail Offer, being the lower of the price paid be
investors in Auckland Airport’s recent Placement (NZ$6.95) or a 2.5% discount to the five day VWAP during the
last five trading days of the Retail Offer period.
Lead Manager Jarden Securities Limited.
New Zealand Eligible Shareholder An Eligible Shareholder with a registered address in New Zealand in Auckland Airport’s share register.
NZX The main board financial product market operated by NZX Limited.
NZX Listing Rules The listing rules from time to time of the NZX Main Board.
NZX Settlement Date 11 October 2024.
Opening Date 19 September 2024.
Participating Beneficiary See clause 3.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.
Placement The placement of Shares announced to NZX on 16 September 2024.
PSE4 Regulatory price setting event 4 covering the period from 1 July 2022 to 30 June 2027.

Retail Offer 13
PSE5 Regulatory price setting event 5 covering the period from 1 July 2027 to 30 June 2032.
Record Date 7:00pm New Zealand time / 5:00pm Sydney time on 13 September 2024.
Retail Offer The retail offer detailed in this document.
Shares Ordinary shares of Auckland International Airport Limited.
Share Registrar Auckland Airport’s share registrar, MUFG Corporate Markets.
Terms and Conditions The terms and conditions of the Retail Offer detailed in this document.
U.S. Securities Act The U.S. Securities Act of 1933.
VWAP The volume weighted average price of Shares traded on the NZX.

Retail Offer 14
Directory

Auckland Airport is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 380357
Australian Registered Body Number (ARBN) 085 819 156
For investor relations queries contact: investors@aucklandairport.co.nz



REGISTERED OFFICE
Auckland International Airport Limited
First Floor, 4 Leonard Isitt Drive
Auckland Airport
Manukau, 2022
New Zealand

SHARE REGISTRAR
MUFG Corporate Markets MUFG Corporate Markets
A division of MUFG Pension & Market Services A division of MUFG Pension & Market Services
Level 30, PwC Tower Level 12
15 Customs Street West 680 George Street
Auckland 1010 Sydney 2000
New Zealand NSW, Australia
+64 9 375 5998 +61 1300 554 474
applications@linkmarketservices.co.nz applications@linkmarketservices.co.nz

LEGAL ADVISERS
Russell McVeagh King & Wood Mallesons
Vero Centre, 48 Shortland Street Level 61, Governor Phillip Tower
Auckland 1010 1 Farrer Place
New Zealand Sydney NSW 2000
Australia

LEAD MANAGER
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand