SPH Notice - Auckland Council

BLOCK TRADE AGREEMENT
SALE OF SHARES IN AUCKLAND
INTERNATIONAL AIRPORT LIMITED
UBS New Zealand Limited
(Purchaser)
Auckland Future Fund Trustee Limited
(Vendor)
SIMPSN
êRIÉRSON

CONTENTS
CLAUSE
PAGE
1. DEFINITIONS AND INTERPRETATION
1
2. SALE AND SETTLEMENT 3
3. FEES AND COSTS 4
4. REPRESENTATIONS AND WARRANTIES 5
s. UNDERTAKINGS 10
6. INDEMNITY 10
7. PUBLICITY 12
8. TAX 13
9.
NOTICE
13
10. GENERAL 14
41799345_1

AGREEMENT DATED
l+
2024
PARTIES
1. UBS New Zealand Limited (Purchaser)
2. Auckland Future Fund Trustee Limited (Vendor)
INTRODUCTION
A. The Vendor is the trustee of the Auckland Future Fund (the Trust). Auckland Council
established the Trust by deed of trust dated on 27 September 2024 (Trust Deed). The
Trust was established as an inter-generational investment trust for the benefit of
Auckland.
B. The Trust and therefore the Vendor owns 163,231,446 existing fully paid ordinary
shares (Sale Shares) in Auckland International Airport Limited (the Company).
C. The Vendor wishes to sell, and the Purchaser wishes to buy the Sale Shares by way of
"bought deal".
D. This agreement sets out the terms and conditions upon which the offer and sale of the
Sale Shares will take place.
THIS AGREEMENT RECORDS THAT:
1. DEFINITIONS AND INTERPRETATION
1.1
Definitions: In this agreement, unless the context requires otherwise:
Affiliate of any person has the meaning given to that term in Rule 501(b) of the U.S.
Securities Act and means, in respect of any person, any other person that, directly or
indirectly through one or more intermediaries, Controls, or is controlled by, or is under
common control with, such person.
ASX means ASX Limited or the securities market operated by it (as the context
requires).
ASX Listing Rules means the official listing rules of ASX as waived or modified by ASX
from time to time.
Business Day means a day on which:
(a) NZX and ASX are open for trading in securities; and
(b) banks are open for general banking business in Auckland, New Zealand and
Sydney, Australia.
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Control (including the terms "controlled by" and "under common control with") means
the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise and the term "person" is deemed to include a
partnership.
Exchange Act has the meaning set out in clause 4.1(k)(vi)4.1(k)(vi).
FMA means the Financial Markets Authority established under the Financial Markets
Authority Act 2011.
FMCA means the Financial Markets Conduct Act 2013.
FMCR means the Financial Market Conduct Regulations 2014.
GST means goods and services tax chargeable under the GST Act.
GST Act means the Goods and Services Tax Act 1985.
NZX means NZX Limited or the securities market operated by it (as the context
requires).
NZX Listing Rules means the NZX Limited Listing Rules as amended from time to time.
QIB has the meaning given to it in clause 4.2(j)(v)B.1.
Regulation S means Regulation S promulgated under the U.S. Securities Act.
Sale has the meaning given to it in clause 2.1.
Sale Price has the meaning given to it in clause 2.1.
Settlement Date has the meaning given to it in clause 2.2.
Takeovers Code means the Takeovers Regulations 2000.
Trade Date has the meaning given to it in clause 2.2.
U.S. Securities Act means the U.S. Securities Act of 1933.
1.2 Interpretation: In this agreement, unless expressly stated otherwise the following
principles of interpretation apply:
(a) headings and sub-headings are for convenience only and do not affect
interpretation;
(b) a reference to legislation or to a provision of legislation includes a
modification or re-enactment of it, a legislative provision substituted for it
and a regulation or statutory instrument issued under it;
(c) a reference to "dollars" and "$" is to New Zealand currency;
(d) references to the singular include the plural and vice versa;
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(e) references to expressions defined in the main body of this agreement or in
any schedule or annexure have the defined meaning throughout this
agreement and in any schedules and annexures;
(f) references to a person include an individual, company, corporation,
partnership, firm, joint venture, association, trust, unincorporated body of
persons, governmental or other regulatory body, authority or entity, in each
case whether or not having a separate legal identity;
(g) references to any obligations not to do anything includes obligation not to
suffer, permit or cause that thing to be done;
(h) references to any document (however described) are references to that
document as novated, supplemented, altered or replaced from time to time
and in any form, whether on paper or in an electronic form;
(i) a reference to a right or obligation of any two or more persons confers that
right, or imposes that obligation, severally and not jointly and severally; and
U) all references to time are to New Zealand time.
2. SALE AND SETTLEMENT
2.1
Sale: The Vendor agrees to sell, and the Purchaser agrees to purchase, the Sale Shares
(the Sale) on the terms of this agreement and at a price equal to $8.08 (Sale Price) per
Sale Share.
2.2
Trade Date and Settlement Date: The Sale of the Sale Shares will be effected on the
date of this agreement (the Trade Date) with settlementtaking place on a "T+2" basis
in accordance with New Zealand Clearing and Depository Corporation Limited's
Clearing and Settlement Rules (the date of settlement being referred to as the
Settlement Date). On the Settlement Date the Vendor will transfer and sell to the
Purchaser full legal and beneficial title to the Sale Shares, free and clear of all security
interests.
2.3 Settlement:
(a) Transfer Shares into Nominee Account: The Vendor will do all things
necessary to enable the Purchaser to purchase the Sale Shares in accordance
with this agreement. By 7am on the Settlement Date, the Vendor will ensure
that all Sale Shares are made available, or placed into an account nominated
by, the Purchaser to facilitate settlement on a delivery vs payment basis (and
strictly on the basis that such Sale Shares are held by the Purchaser (or its
nominee) for the benefit of the Vendor pending settlement).
(b) Settlement Payment: By 2pm on the Settlement Date, the Purchaser will
arrange for the payment to the Vendor of an amount equal to the Sale Price
multiplied by the number of Sale Shares being sold by the Vendor, by transfer
to the following bank account for value (in cleared funds) or alternatively any
other account(s) notified by the Vendor to the Purchaser in writing) against
delivery of the Sale Shares being sold by the Vendor.
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ASB Account
Account Name:
Account Currency:
Account Number:
Auckland Future Fund
NZD
12-3113-0028548-00
Bank: ASB Bank Limited
Level 6, 12 Jellicoe Street
Auckland 1010
New Zealand
SWIFT: ASBBNZ2A
In addition, the Purchaser agrees to pay (or procure the payment of) to the
Vendor an amount equivalent to 90% of the positive difference between the average
price that the Sale Shares are on sold by the Purchaser (over a 2 day period
commencing on the Trade Date and ending on the Settlement Date) (the Resale
Period) and the Sale Price, multiplied by the number of Sale Shares sold by the
Purchaser in the Resale Period.
2.4
Trading Halt: The Vendor will, promptly following execution of this agreement (and if
not in place prior to execution), engage with the Company with a view to the Company
putting in place a trading halt to facilitate the immediate resale (as principal) of the
Sale Shares by the Purchaser should the Purchaser wish to do so. The parties
acknowledge that the discretion to request, and apply, a trading halt sits with the
Company and NZX respectively, and that market practice and limitations apply to any
such halt.
3. FEES AND COSTS
3.1
Fees and Transparency: The parties acknowledge that the Vendor is not required to
pay any fees or expenses to the Purchaser in consideration of the Purchaser
performing its obligations under this agreement but that the Purchaser may (as
principal) resell the Sale Shares at a premium and/ or receive brokerage on any resale.
Should the Purchaser propose an additional structure or mechanism to enhance AFF
returns, then the Purchaser will promptly provide, at the reasonable request of the
Vendor, reasonable transparency on onsale price, brokerage or other forms of
consideration received by the Purchaser to validate any amount due to the Vendor
under such structure or mechanism.
3.2 Costs: The parties will each bear their own legal costs (if any) and all their other out-
of-pocket expenses (if any) in connection with this agreement and the transactions
contemplated by it.
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4. REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties by Vendor: As at the date of this agreement and on
each day until and including the Settlement Date, the Vendor represents and warrants
to the Purchaser that:
(a) Authority: it has taken all corporate action necessary to authorise its entry
into this agreement and to carry out the transactions that this agreement
contemplates;
(b) Agreement Effective: this agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
(c) Power to Sell: it has the corporate authority and power to sell the Sale
Shares under this agreement (and has received any necessary approvals from
Auckland Council) and no person has a conflicting right, whether contingent
or otherwise, to purchase or to be offered for purchase the Sale Shares;
(d) No Contravention: the sale of the Sale Shares and compliance by the Vendor
with its obligations under this agreement will not conflict with, result in a
breach or violation of, or constitute a default under:
(i) the Trust Deed or any other agreement or instrument to which the
Vendor is a party or by which it or any of its assets is bound; or
(ii) any statute, rule or regulation applicable to, or any order of any
court or governmental agency with jurisdiction over, the Vendor or
its assets;
(e) Prior Auckland Council Actions: Auckland Council, in vesting the Sale Shares
in the Trust and therefore the Vendor, had all relevant corporate authority
to do so and the vesting of the Sale Shares does not conflict with, result in a
breach or violation of, or constitute a default under:
(i) the Trust Deed or any other agreement or instrument to which
Auckland Council is a party or by which it or any of its assets is
bound;or
(ii) any statute, rule or regulation applicable to, or any order of any
court or governmental agency with jurisdiction over, Auckland
Council or its assets;
(f) Ownership, Encumbrances: it is the registered holder and sole legal owner
of the Sale Shares and will transfer the full legal and beneficial ownership of
those Sale Shares free and clear of all liens, charges, security interests, claims,
equities and pre-emptive rights, subject to registration of the transferee(s) in
the register of shareholders of the Company;
(g) Sale Shares: following sale, the Sale Shares will rank equally in all respects
with all other outstanding ordinary shares of the Company, including their
entitlement to dividends;
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(h) Listing: the Sale Shares are quoted on the NZX and the ASX;
(i) No Insider Trading Offence: the sale of the Sale Shares by the Vendor will
not constitute a violation by it of subpart 2 of Part 5 of the FMCA or Division
3 of Part 7.10 of the Corporations Act 2001 (Cth);
U) No Stabilisation or Manipulation: it has not taken and will not take, directly
or indirectly, any action designed to, or that might reasonably be expected
to, cause or result in the stabilisation or manipulation of the price of the Sale
Shares in violation of any applicable law; and
(k) Vendor U.S. Representations:
(i) neither it, its Affiliates nor any person acting on behalf of any of
them (other than the Purchaser or its Affiliates or any person acting
on behalf of any of them (if applicable), as to whom it makes no
representation) has offered or sold, or will offer or sell, any of the
Sale Shares in the United States, using any form of "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the U.S. Securities Act or in any manner involving a
public offering of the Sale Shares in the United States within the
meaning of 4(a)(2) of the U.S. Securities Act;
(ii) to the extent the Sale Shares are offered and sold in reliance on
Regulation S, neither it, its Affiliates nor any person acting on behalf
of any of them (other than the Purchaser or its Affiliates or any
person acting on behalf of any of them (if applicable), as to whom
it makes no representation) has engaged or will engage in any
"directed selling efforts" (as that term is defined in Rule 902(c)
under the U.S. Securities Act);
(iii) to the best of its knowledge, the Company is a "foreign private
issuer" as defined in Rule 405 under the U.S. Securities Act and
there is no 'substantial U.S. market interest' (as defined in Rule
902(j) under the U.S. Securities Act) in the Sale Shares or any
security of the same class or series as the Sale Shares;
(iv) subject to the accuracy of the representations made by the
Purchaser under clause 4.2(j) of this agreement, it is not necessary
to register the offer and sale of the Sale Shares to the Purchaser (or
its Affiliates), and the initial resale of the Sale Shares by the
Purchaser, in each case in the manner contemplated by this
agreement, under the U.S. Securities Act, it being understood that
the Vendor makes no representation or warranty about any
subsequent resale of the Sale Shares;
(v) to the best of the knowledge of the Vendor, the Company is not,
and immediately after giving effect to the offering and sale of the
Sale Shares will not be, required to register as an "investment
company" under the U.S. Investment Company Act 1940;
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(vi) to the best of its knowledge, the Sale Shares are eligible for resale
pursuant to Rule 144A and are not of the same class as securities
listed on a national securities exchange registered under Section 6
of the U.S. Securities Exchange Act of 1934 (Exchange Act) or
quoted in a U.S. automated interdealer quotation system;
(vii) to the best of its knowledge, the Company is exempt from reporting
under Section 13 or 15(d) of the Exchange Act pursuant to Rule
12g3-2(b) thereunder;
(viii) neither the Vendor, its Affiliates nor any person acting on behalf of
any of them (other than the Purchaser or its Affiliates or any person
acting on behalf of any of them, as to whom no representation or
warranty is made), has solicited any offer to buy, offered to sell or
sold, and none of them will solicit any offer to buy, offer to sell or
sell, in the United States any security which could be integrated
with the sale of the Sale Shares in a manner that would require the
offer and sale of the Sale Shares to be registered under the U.S.
Securities Act;
(I) Anti-Money Laundering: the operations of the Vendor are conducted in all
material respects in compliance with all applicable anti-money laundering
laws and regulations (collectively, the Money Laundering Laws) and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Vendor with respect to the
Money Laundering Laws is pending or, to the best knowledge of the Vendor
(after due and careful enquiry), threatened;
(m) Foreign Corrupt Practices: neither the Vendor nor any director or, to the best
of the knowledge of the Vendor (after due and careful enquiry), any agent,
employee, Affiliate or other person acting on behalf of the Vendor has
engaged in any activity or conduct that would violate any applicable anti-
bribery or anti-corruption law or regulation or which would cause the
Purchaser to be in breach of any applicable anti-bribery or anti-corruption
law or regulation; and the Vendor has conducted its businesses in compliance
with the applicable anti-bribery or anti-corruption law or regulation and have
instituted and maintained policies and procedures designed to comply with
such laws, rules and regulations;
(n) Sanctions: neither the Vendor nor any of its directors or, to the best of the
knowledge of the Vendor (after due and careful enquiry), any of its agents,
employees or Affiliates is an individual or entity (a Person) that is, or is owned
or controlled by Persons that are:
(i) the target of any sanctions administered or enforced by the Office
of Foreign Assets Control of the U.S. Department of the Treasury
(OFAC), the U.S. Department of State, the United Nations Security
Council, the European Union, the Commonwealth of Australia, His
Majesty's Treasury or any other relevant sanctions authority
(collectively, the Sanctions); or
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(ii) located, organised or resident in a country or territory that is, or
whose government is, the target of Sanctions, including, without
limitation, the Crimea region, Donetsk and Luhansk regions of
Ukraine, Cuba, Iran, North Korea, Sudan, Syria and Russia (a
Sanctions Target), nor is the Vendor transacting business, directly
or indirectly, with a Sanctions Target.
4.2 Representations and Warranties of the Purchaser: As at the date of this agreement
and on each day until and including the Settlement Date, and on the date of resales of
Sale Shares by the Purchaser, the Purchaser represents and warrants to the Vendor
that:
(a) Body Corporate: it is a body corporate validly existing and duly established
and duly incorporated under the laws of its place of incorporation;
(b) Authority: it has taken all corporate action necessary to authorise its entry
into this agreement and to carry out the transactions that this agreement
contemplates;
(c) Agreement Effective: this agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
(d) Licences: it holds all licences, permits and authorities necessary for it to fulfil
its obligations under this agreement;
(e) Cartel Conduct: in connection with the Sale and/or subsequent sale of the
Sale Shares, it (or its Affiliates) will not enter into any contract or
arrangement, or arrive at any understanding, with any other person that
contains an unlawful cartel provision for the purposes of section 30 of the
Commerce Act 1986 or any other analogous competition law, or otherwise
give effect to an unlawful cartel provision or any other contract, arrangement
or understanding that would breach applicable competition law. In particular
the Purchaser must make its own independent decisions whether to hold or
sell any Sale Shares, and if so, for how long and at what price;
(f) No Stabilisation or Manipulation: neither it nor any of its Affiliates has taken
or will take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in the stabilisation or
manipulation of the price of the Sale Shares in violation of any applicable law;
(g) Liability for Resales: any resales by it (or any of its Affiliates) of Sale Shares
will be arranged by it (or its Affiliate) as principal and independently of the
Vendor, and it will ensure that any resales in any jurisdiction comply with all
applicable laws and that the manner of any resales is such that the Vendor
will not be liable in respect of such resales under the laws of any relevant
jurisdiction, whether as a promoter or otherwise;
(h) No Reliance: it has made its own independent enquiry and investigations in
relation to the Sale Shares and the Company and has entered into this
agreement in reliance solely on its own judgment and not in reliance on any
representations or conduct of the Vendor or any of its representatives ( other
than those expressly set out in this agreement);
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(i) Compliance: any resale of the Sale Shares will be conducted by it, in
accordance with all applicable laws and regulations in any relevant
jurisdiction, provided that it shall not be in breach of this warranty to the
extent any breach is caused by any act or omission of the Vendor; and
U) Purchaser's U.S Representations:
(i) it acknowledges that the offer and sale of the Sale Shares have not
been and will not be registered under the U.S. Securities Act and
may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the U.S Securities Act;
(ii) none of it, its Affiliates nor any person acting on behalf of any of
them has solicited offers for or offered to sell, and none of them
will solicit offers for, or offer or sell, the Sale Shares in the United
States, using any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the U.S.
Securities Act or in any manner involving a public offering in the
United States within the meaning of Section 4(a)(2) of the U.S.
Securities Act;
(iii) with respect to those Sale Shares to be offered and sold in reliance
on Regulation S, none of it, its Affiliates nor any person acting on
behalf of any of them has engaged or will engage in any "directed
selling efforts" (as that term is defined in Rule 902(c) under the U.S.
Securities Act);
(iv) all offers and sales of the Sale Shares in the United States by it and
any of its Affiliates will be effected through its U.S. broker-dealer
Affiliates;
(v) it, its Affiliates and any person acting on behalf of any of them has
offered and sold the Sale Shares, and will offer and sell the Sale
Shares:
(A) outside the United States, in "offshore transactions" (as
defined in Rule 902(h) under the U.S. Securities Act) in
reliance on Regulation Sunder the U.S. Securities Act; and
(B) in the United States, only to persons:
B.1. that the Purchaser reasonably believes are
"Qualified Institutional Buyers" as defined in
Rule 144A under the U.S. Securities Act (QIBs),
in transactions exempt from the registration
requirements of the U.S. Securities Act pursuant
to Rule 144A under the U.S. Securities Act (Rule
144A); or
B.2. that are dealers or other professional fiduciaries
organised or incorporated in the United States
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that are acting for a discretionary or similar
account (other than an estate or trust) held for
the benefit or account of persons that are not
"U.S. persons" (as defined in Rule 902(k) under
the U.S. Securities Act), for which they have, and
are exercising, investment discretion, within the
meaning of Rule 902()(2)(i) of Regulation S (an
Eligible U.S. Fund Manager), in reliance on, and
in compliance with, Regulation Sunder the U.S.
Securities Act,
provided that, in the case of clause 4.2(j)(v)(B), Sale
Shares will only be sold to investors that have executed
and delivered a letter containing representations and
warranties confirming, among other things, that they are
inside the United States and are either (A) a QIB or (B) an
Eligible U.S. Fund Manager, on or prior to the Settlement
Date; and
(vi) the Purchaser is an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the U.S. Securities
Act or it is not in the United States.
4.3 Reliance: Each party receiving a representation and warranty acknowledges that each
other has relied on the above representations and warranties and will continue to rely
on these representations and warranties in performing its obligations under this
agreement. The above representations and warranties continue in full force and effect
notwithstanding completion of this agreement.
4.4 Notification: Each party agrees that it will notify the other party immediately upon
becoming aware of any of the following occurring:
(a) any material change affecting any of the foregoing representations and
warranties; or
(b) any of the foregoing representations or warranties becoming materially
untrue or materially incorrect.
S. UNDERTAKINGS
The Vendor undertakes to the Purchaser that the Vendor is and will remain, at all times prior to
settlement on the Settlement Date, in compliance with the FMCA, the Takeovers Code, the Trust
Deed, its constitution and any legally binding requirement of the FMA, NZX and ASX insofar as
applicable to the Vendor, in each case to the extent such breach impacts or could reasonably be
expected to impact the sale of the Sale Shares, this agreement or the Company.
6.
INDEMNITY
6.1
Losses: Subject to clauses 6.2 and 6.12 the Vendor agrees with the Purchaser that it
will keep the Purchaser and its Affiliates and its (and its Affiliates') respective directors,
officers and employees (Indemnified Parties) indemnified against any losses,
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damages, liabilities, costs, claims, actions and demands (including any expenses arising
in connection therewith on a dollar for dollar basis) (Losses) to the extent that such
Losses are incurred in connection with this agreement or as a result of a breach of this
agreement by the Vendor, including any breach of any of the above representations,
warranties or undertakings given by the Vendor, and will reimburse the Purchaser and
each other Indemnified Party for all out-of-pocket costs, charges and expenses on a
dollar for dollar basis which it may reasonably pay or incur in connection with
investigating, disputing or defending any such action, demand or claim for which it is
indemnified under this agreement.
6.2 Exclusions: The indemnity in clause 6.1 does not extend to and is not to be taken as
an indemnity against any Losses of an Indemnified Party with respect to any damage
to reputation or to the extent any Losses are finally judicially determined to have
resulted from:
(a) any fraud, recklessness, wilful misconduct or negligence of the Indemnified
Party or its Affiliates, or their respective directors, officers or employees;
(b) any penalty or fine which the Indemnified Party is required to pay for any
contravention of any law by the Indemnified Party or its Affiliates, or their
respective directors, officers or employees;
(e) any amount in respect of which the indemnity would be illegal, void or
unenforceable under any applicable law; or
(d) any breach by the Purchaser of this agreement, except to the extent such a
breach resulted from an act or omission on the part of the Vendor.
6.3 Indemnified Party Release: The Vendor also agrees that no Indemnified Party will
have any liability to the Vendor, any of its Affiliates or any of their respective
councillors, directors, officers, employees, advisers, representatives or agents of any
of them or any of the Vendor's security holders or creditors for any Loss suffered by
any of them in relation to any event to which the indemnity at clause 6.1 applies. This
release does not apply to the extent that any Losses are finally judicially determined
to have resulted from any of the matters set out in clauses 6.2(a) to (d).
6.4 Settlement: The Vendor and each Indemnified Party must not make any admission of
liability or settle any action, demand or claim to which the Indemnity in clause 6.1
relates without the prior written consent of the Vendor or the Purchaser, as applicable,
such consent not to be unreasonably withheld.
6.5 Notice by Purchaser: The Purchaser will, to the extent permitted by law, notify the
Vendor as soon as reasonably practicable of any proceeding being commenced, or any
claim or action being made, against the Purchaser or any other Indemnified Party,
which is reasonably likely to give rise to a claim against the Vendor pursuant to the
indemnity under clause 6.1. The failure of the Purchaser to notify the Vendor pursuant
to this clause 6.5 will not release the Vendor from any obligation or liability which it
may have pursuant to this agreement except that, if the Purchaser's failure to notify
results in a defence no longer being available to the Vendor or a material increase in
the amount payable by the Vendor under the indemnity under clause 6.1, the amount
payable to the Indemnified Party under the indemnity in clause 6.1 will be reduced by
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the extent to which the Vendor would suffer loss or damage as a consequence of that
failure on the part of the Purchaser to notify the Vendor.
6.6 Continuing Obligations: The indemnity in clause 6.1 and the release in clause 6.3 are
continuing obligations, separate and independent from the other obligations of the
parties under this agreement and survive termination or completion of this
agreement. It is not necessary for the Purchaser to incur expense or make payment
before enforcing the indemnity.
6.7 Privity: The parties agree that, for the purposes of Subpart 1 of Part 2 of the Contract
and Commercial Law Act 2017, the indemnity in clause 6.1 and the release in clause 6.3
is intended to confer a benefit on, and be enforceable by, each Indemnified Party.
6.8 Contribution: Subject to clause 6.9, the parties agree that if for any reason the
indemnity in clause 6.1, is unavailable or insufficient to hold harmless any Indemnified
Party against any Losses against which the Indemnified Party is stated to be
indemnified (other than as expressly excluded), the respective proportional
contributions of the Vendor and the Indemnified Party or the Indemnified Parties in
relation to the relevant Losses will be as agreed or, failing agreement, as determined
by a court of competent jurisdiction, having regard to relative intent, knowledge,
access to information and opportunity to correct any untrue statement or omission.
6.9 Contribution Cap: The Vendor agrees with each of the Indemnified Parties that in no
event will the Purchaser and its associated Indemnified Parties be required to
contribute under clause 6.8 to any Losses in an aggregate amount that exceeds the
higher of:
(a) an amount equal to 1% of the aggregate Sale Price for all Sale Shares (the
Aggregate Sale Price); and
(b) the difference between the Aggregate Sale Price and the aggregate price
realised by the Purchaser on resale of the Sale Shares.
6.10 Indemnified Party Reimbursement: If an Indemnified Party pays an amount in relation
to Losses where it is entitled to contribution from the Vendor under clause 6.8 the
Vendor agrees promptly to reimburse the Indemnified Party for that amount.
6.11 Vendor Reimbursement: If the Vendor pays an amount in relation to Losses where it
is entitled to contribution from the Indemnified Parties under clause 6.8 the Purchaser
must promptly reimburse the Vendor for that amount.
6.12 General Losses from Resale Excluded: Under no circumstances will the Vendor be
liable for any Losses incurred or made by the Purchaser solely as a result of any resale
of any Sale Shares acquired from the Vendor pursuant to this agreement.
7. PUBLICITY
7.1
Announcements: Unless required by applicable law, a legal or regulatory authority or
applicable listing rules, and except as required in relation to procedural
announcements to be issued in connection with the Sale or any resale (including via
Bloomberg), the prior written consent of the Vendor must be obtained prior to the
Purchaser making any public release or public announcement in relation to the Sale
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prior to 60 Business Days after the date of this agreement and such release or
announcement must be in compliance with all applicable laws, including the securities
laws of New Zealand, Australia, the United States and any other jurisdiction.
7.2 Advertisements: Notwithstanding clause 7.1, the Purchaser may, after settlement on
the Settlement Date, place advertisements in financial and other newspapers and
journals at its own expense describing its service to the Vendor or otherwise make
reference to its service to the Vendor and the Sale in any pitch, case study, deal sheets
or credentials which the Purchaser uses as part of its ordinary course investment
banking and/or capital markets business, provided such advertisements or other
reference are in compliance with all applicable laws, including the securities laws of
New Zealand, the United States and any other jurisdiction and are consistent with
other publicly available information in relation to the Sale.
8. TAX
8.1
8.2
8.3
8.4
Interpretation: Unless the context suggests otherwise, all words and phrases used in
this clause 8 (other than clause 8.7) that are defined in the GST Act have the meanings
given in the GST Act.
GST Amount: If any supply made under this agreement is a taxable supply, the
recipient of the supply (Recipient) must pay to the party making the taxable supply
(Supplier), in addition to and at the same time as the consideration otherwise payable
for that supply, but subject to the Recipient's receipt of the requisite taxable supply
information issued by the Supplier in respect of that supply, an amount equal to the
GST charged in respect of that supply (GST Amount).
Payment Differences: If the GST payable by the Supplier in connection with a taxable
supply made under or in connection with this Agreement differs from the GST Amount
paid by the Recipient under this clause 8, the Supplier must repay any excess to the
Recipient or the Recipient must pay any deficiency to the Supplier, as appropriate
within five business days of the Supplier providing the Recipient with a written
notification regarding the difference in the GST payable. Where the difference in the
GST payable results from an event referred to in section 25(1) of the GST Act, supply
correction information will be issued as required by the GST Act.
Input Tax Credit: If any amounts payable by either party to the other party under this
agreement are calculated by reference to a cost or expense incurred by the other
party, the amount payable to the other party under any other provision of this
agreement must be reduced by the amount of any input tax credit to which the other
party (or the GST group of which the other party is a member) is entitled in connection
with that cost or expense.
9.
NOTICE
9.1
Form of Notice: Each notice or other communication given under this agreement is to
be in writing, is to be made by personal delivery, or email to the addressee at the
address, and is to be marked for the attention of the person or office holder (if any),
from time to time designated for the purpose by the addressee to the other party.
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The initial address, email address and relevant person or office holder of each party is
set out below:
Vendor:
Auckland Future Fund Trustee Limited
Attn:
Email Address:
Address:
Christopher Swasbrook
aucklandfuturefund@aucklandcouncil.govt.nz
C/- Auckland Council
135 Albert Street
Auckland Central
Auckland 1010
New Zealand
With a copy, which will not constitute notice, to:
michael.pollard@simpsongrierson.com
Purchaser
UBS New Zealand Limited
Attn: Christopher Simcock
christopher.simcock@ubs.com
Level 27, 188 Quay Street, Auckland 1010
With a copy, which will not constitute notice, to:
matthew.beggs@ubs.com and ol-legalanzccs@ubs.com
9.2 Notice Effective: No communication is to be effective until received. A communication
will, however, be deemed to be received by the addressee:
(a) in the case of personal delivery, when delivered; and
(b) in the case of email, on the date and time at which it enters the addressee's
email information system (as shown in the delivery report from the sender's
information system).
10. GENERAL
10.1
10.2
Entire Agreement: This agreement, account opening and client documentation
completed by the Vendor and any separate agreement relating to fees, together
constitute the entire agreement ofthe parties about its subject matter and supersedes
all previous agreements, understandings and negotiations on that matter.
Governing Law: This agreement is governed by the laws of New Zealand. Each party
submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New
Zealand.
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10.3 Amendments: This agreement may not be amended, waived or varied without the
written agreement of both parties (it being specifically acknowledged that the consent
of any third party expressly stated to be entitled to rely on this agreement will not be
required to such an amendment, waiver or variation).
10.4 No Assignment: No party may assign its rights or obligations under this agreement
without the prior written consent of the other parties.
10.5 Severability: Any provision of this agreement which is prohibited or unenforceable in
any jurisdiction will be ineffective as to that jurisdiction to the extent of the prohibition
or unenforceability. That will not invalidate the remaining provisions of this agreement
nor affect the validity or enforceability of that provision in any other jurisdiction.
10.6 Time is of the Essence: Time is of the essence in each party's performance of its
obligations under this agreement.
10.7 Waiver and Variation: A provision of or right vested under this agreement may not
be:
(a) waived except in writing signed by the party granting the waiver; or
(b) varied except in writing signed by the parties.
10.8 No Merger: The rights and obligations of the parties will not merge on the completion
of the Sale. Following termination of this agreement, any provision intended to remain
in force will continue to do so in accordance with its terms.
10.9 Counterparts: This agreement may be executed in any number of counterparts. All
counterparts, together, will be taken to constitute one agreement.
10.10 Affiliates: The Vendor agrees that the Purchaser may provide the services under this
agreement through any of its Affiliates. Each of the Purchaser's Affiliates will have the
benefit of the Vendor's obligations under this agreement and will be able to enforce
those obligations pursuant to Subpart 1 of Part 2 of the Contract and Commercial Law
Act 2017.
10.11 Acknowledgement: The Vendor acknowledges that:
(a) the Purchaser is not obliged to disclose to the Vendor or utilise for the benefit
of the Vendor, any non-public information which the Purchaser obtains in
the normal course of its business where such disclosure or use would result
in a breach of any obligation of confidentiality or any internal information
barrier policies of the Purchaser;
(b) without prejudice to any claim the Vendor may have against the Purchaser
or any Affiliate, no proceedings may be taken against any director, officer,
employee or agent of the Purchaser or its Affiliate in respect of any claim that
the Vendor may have against the Purchaser or its Affiliate;
(c) it is contracting with the Purchaser on an arm's length basis to provide the
services described in this agreement and the Purchaser has not assumed, and
is not assuming, any duties or obligations (fiduciary or otherwise) in respect
of the Vendor other than those expressly set out in this agreement;
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(d) the Purchaser is a full service securities and corporate advisory firm and
commercial bank and, along with its Affiliates, the Purchaser is engaged in
various activities, including writing research, securities trading, investment
management, corporate advisory, financing and brokerage activities and
financial planning and benefits counselling for both companies and
individuals. In the ordinary course of these activities, the Purchaser, its
Affiliates, employees and officers may be providing, or may be in the future
providing, financial or other services to other parties with conflicting
interests to the Vendor and may receive fees for those services and may
actively trade the debt and equity securities (or related derivative securities),
loans or other financial products of those persons for the Purchaser's
account and for the account of its customers and may at any time hold long
and short positions in such financial products; and
(e) the Purchaser is not required to disclose to the Vendor the matters referred
to in subrules 3.10.1(1) and 3.10.1(2) of the ASIC Market Integrity Rules
(Securities Markets) 2017 (Cth).
10.12 Recognition of the U.S. Special Resolution Regimes:
(a) in the event that the Purchaser becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer from the Purchaser of this
agreement, and any interest and obligation in or under this agreement, will
be effective to the same extent as the transfer would be effective under the
U.S. Special Resolution Regime if this agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the
United States;
(b) in the event that the Purchaser or a BHC Act Affiliate of it becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under
this agreement that may be exercised against the Purchaser are permitted to
be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if this agreement were governed
by the laws of the United States or a state of the United States; and
(c) in this clause 10.12 these capitalised expressions and terms have the
following meanings:
(i) U.S. Special Resolution Regime means each of (i) the Federal
Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the regulations promulgated thereunder;
(ii) BHC Act Affiliate has the meaning assigned to the term "affiliate"
in, and shall be interpreted in accordance with, 12 U.S.C § 1841(k);
and
(iii) Default Right has the meaning assigned to that term in, and shall
be interpreted in accordance with, 12 C.F.R §§ 252.81, 47.2 or
382.1, as applicable.
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SIGNED
SIGNED for and on behalf of AUCKLAND FUTURE
FUND TRUSTEE LIMITED by:
.' „»
22-.1
_ _,kif.~~-------------
Director
Director
I
SIGNED fo, t" beh a If of UBS NEW ZEALAND LIMITED by,
~#<
Authorised signatory
Name: Christopher Simock
Position: Country Head
Name: Dominic Higgins
Position: Director
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1
41808170_3
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Auckland International Airport Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 4 December 2024
Date this disclosure made: 4 December 2024
Date last disclosure made: 4 December 2024
Substantial product holder(s) giving disclosure
Full name(s): Auckland Council
Summary of substantial holding
Class of quoted voting products: Auckland International Airport Limited Ordinary Shares (NZX:
AIA) (AIA Shares)
For last disclosure,
(a)total number held in class: 163,231,446
(b)total in class: 1,681,824,789
(c)total percentage held in class: 9.71%
For this disclosure,
(a)total number held in class: 163,231,446
(b)total in class: 1,681,824,789
(c)total percentage held in class: 9.71%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Transaction
Date
Nature of changeConsiderationNo. of securities
/ votes affected
4 December
2024
Documentation of
block trade (see
below)
As determined under the block trade
agreement, being a sale price of $8.08
per AIA Share (Aggregate:
$1,318,910,083.68), plus (if
applicable) certain of the proceeds of
an upside sharing arrangement if a
premium is realised on the resale by
163,231,446

2
41808170_3
UBS New Zealand Limited of the
shares.
On 4 December 2024, Auckland Future Fund Trustee Limited, as trustee of the Auckland Future
Fund, entered into a block trade agreement with UBS New Zealand Limited for the sale of
163,231,446 AIAL Shares at a price determined under the block trade agreement – as described
above. Auckland Council is the beneficiary of the Future Fund. As a consequence of the block
trade agreement, there is a qualification on the power of Auckland Future Fund Trustee Limited
to dispose of or to control the disposal of such shares. Settlement of the block trade will occur
on a T+2 basis.
Details after relevant event
Auckland Council will continue to hold an interest in the AIAL Shares as beneficiary of the Future
Fund pursuant to a deed of trust.
For that relevant interest, —
(a)number held in class: 163,231,446
(b)percentage held in class: 9.71%
(c)current registered holder of financial products: Auckland Future Fund Trustee Limited
(d)registered holder of financial products once transfer is registered: UBS New Zealand
Limited
Additional information
Address(es) of substantial product holder(s): 135 Albert Street, Auckland Central, Auckland
1010
Contact details: John Bishop, Treasurer, Auckland Council +64 9 977 6598,
john.bishop@aucklandcouncil.govt.nz
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to
which this disclosure relates: Auckland Future Fund Trustee Limited, UBS New Zealand Limited.
Certification
I, John Bishop, certify that, to the best of my knowledge and belief, the information contained in
this disclosure is correct and that I am duly authorised to make this disclosure by all persons for
whom it is made.