Air New Zealand 2025 Notice of Annual Meeting

28 August 2025
Air New Zealand 2025 Notice of Annual Meeting
Air New Zealand shareholders are invited to attend the 2025 Annual Shareholders’ Meeting, which will
be held at The Cloud, 89 Quay Street, Auckland Central, on Thursday, 25 September 2025 at 1.00pm.
Shareholders can also join the meeting via an online platform.
The Notice of Meeting and Voting Form are attached. An electronic copy of these documents is
available on the company’s website: airnewzealand.co.nz/annual-meeting.
The Notice of Meeting and Voting Form are being emailed to shareholders who have provided the
company’s share registrar with an email address and will be mailed in hard copy where the share
registrar does not hold a shareholder’s email address.
Guidance on meeting participation is included in the Notice of Meeting. Shareholders attending online
will be able to access the meeting link and Portal Guide from the Company’s website:
airnewzealand.co.nz/annual-meeting.
Shareholders joining via the online platform will be able to vote and ask questions during the meeting.
You will require your shareholder number (found on your proxy form) for verification purposes.
Questions can be submitted in advance of the meeting using the proxy form, or during the meeting by
asking questions via the online platform. The Chair will answer as many of the most frequently asked
questions as possible during the meeting.
Shareholders can also appoint a proxy and direct their votes in advance of the meeting. Please see the
Notice of Meeting for instructions.
Ends.
This announcement is authorised for release on the NZX and ASX by:
Jennifer Page
General Counsel & Company Secretary
jennifer.page@airnz.co.nz
For investor relations questions, please contact:
Kim Cootes
Head of Investor Relations
kim.cootes@airnz.co.nz
+64 27 297 0244
Air New Zealand Limited
Private Bag 92007, Auckland 1142, New Zealand
Investor Relations email: investor@airnz.co.nz
Investor website: airnzinvestor.com
STOCK EXCHANGE LISTINGS:
NEW ZEALAND (NZX: AIR)
AUSTRALIA (ASX: AIZ)
ADR (OTC : ANZLY)
Market Announcement

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Commencing at: 1:00pm, Thursday, 25 September 2025
Notice of
Annual Meeting
2025

Notice is given that the Annual Meeting of Air New Zealand Limited
(the “Company” or “Air New Zealand”) will be held at:
The Cloud - Mezzanine
89 Quay Street, Auckland Central
on Thursday, 25 September 2025 commencing at 1:00pm.
* For map please see page opposite.
Business
• Chair’s Address
• Board Committee Chairs’ Reports
• Chief Executive Officer’s Address
– Resolution 1: To re-elect Dame Therese Walsh
Therese Walsh retires by rotation and being eligible, stands for
re-election (see Explanatory Notes for profile).
– Resolution 2: To elect Neal Barclay
Neal Barclay has been nominated and is eligible for election
(see Explanatory Notes for profile).
• Shareholder Questions
By Order of the Board
Jennifer Page
General Counsel and Company Secretary
Auckland, New Zealand
28 August 2025
Notice of MeetingLocation Map
0302
Air New Zealand Notice of Annual Meeting 2025Air New Zealand Group
Please note: to access The Cloud Mezzanine, please walk down the
left/ferry terminal side of the pier and head to the northern end.
THE
CLOUD
89 Quay Street,
Auckland Central
FERRY
TERMINAL
DOWNTOWN
CUSTOMS ST E
QUEEN ST
FORT ST
SHORTLAND ST
TYLER ST
G A LWAY S T
COMMERCE ST
Q UAY S T
QUEEN ST
TYLER ST
G A LWAY S T
GORE ST
TA K U TA I
SQUARE
LOWER ALBERT ST
ALBERT ST
CUSTOMS ST E
SHED 10
Q UAY S T
CUSTOMS ST W
MILLS LN
CHANCERY ST
FORT LN
JEAN
B AT T E N P L
HIGH ST
O’CONNELL ST
FIELDS LN
SWANSON
ST
GORE ST LN
ACCESS TO
THE CLOUD
MEZZANINE
IN HERE

Return of Proxy / Postal Voting Forms
Proxy / Postal Voting Forms must be received at the office of the
Company’s share registrar, MUFG Pension & Market Services,
by 1:00pm on Tuesday, 23 September 2025.
Please see the front page of the Proxy / Postal Voting Form on how
to return your proxy or postal vote.
Online Proxy and Postal Voting
Shareholders can elect to lodge their proxy appointment or postal
vote online. You will need to go to the website of our share registrar,
MUFG Pension & Market Services: vote.cm.mpms.mufg.com/AIR
Holders on the New Zealand register will be required to enter their
CSN/Holder number and FIN and follow the instructions from there.
Holders on the Australian register will be required to enter their
Holder number and postcode and follow the instructions from there.
Ordinary resolutions
All of the resolutions to be considered at the Annual Meeting will be
considered as separate ordinary resolutions. To be passed, each of
the resolutions requires the approval of a simple majority of the votes
cast by the holders of the ordinary shares entitled to vote and voting.
Persons entitled to vote
The persons who will be entitled to vote at the Annual Meeting are
those persons (or their proxies or representatives) registered as
holding ordinary shares¹ on the Company’s share register at 5:00pm
on Tuesday, 23 September 2025.
There are no restrictions on any shareholder or group of shareholders
(including the Crown) to prevent them from exercising their vote on
any of the resolutions being considered at the meeting.
Proxies and Corporate Representatives
Shareholders entitled to attend and vote at the Annual Meeting may
appoint a proxy or, in the case of a corporate shareholder,
a representative to attend and vote on their behalf. A proxy need
not be a shareholder of the Company. You may appoint ‘The Chair of
the Meeting’ as your proxy by filling in the proxy form to that effect.
A Proxy / Postal Voting Form, with which you can appoint a proxy,
is enclosed with this Notice of Meeting. If the Chair is not instructed
how to vote, she will vote in favour of all resolutions, including her own
re-election under Resolution 1.
Postal voting
Shareholders entitled to attend and vote at the Annual Meeting may
cast a postal vote instead of attending in person or appointing a
proxy to attend. The General Counsel and Company Secretary has
been authorised by the Board to receive and count postal votes at
the Annual Meeting.
A Proxy / Postal Voting Form, with which you can cast a postal vote,
is enclosed with this Notice of Meeting.
1. Other than the Kiwi Share
Procedural Notes
0504
Air New Zealand Notice of Annual Meeting 2025Air New Zealand Group

Resolution 1:
Re-election of:
Dame Therese Walsh
DNZM, BCA, FCA
Independent Non-Executive Director
Appointed 1 May 2016
Dame Therese Walsh was first appointed to the Board on 1 May
2016 and has been the Chair for 6 years. She currently chairs ASB
Bank Ltd, and the nominations committee for the Climate Change
Commission, and serves as a Director of On Being Bold Ltd and is a
member of the Fonterra Independent Assessment Panel.
She was formerly Head of New Zealand for the ICC Cricket World Cup
2015, Chief Operating Officer for Rugby New Zealand 2011 Ltd, and
Chief Financial Officer at NZ Rugby. Her previous governance roles
include Chair of TVNZ Ltd and Chapter Zero NZ, and directorships at
NZX Ltd, Contact Energy, Antarctica New Zealand, NZ Cricket, Save
the Children NZ and Pro chancellor at Victoria University.
Dame Therese is a Fellow of the Chartered Accountants Australia and
NZ and a commerce graduate of Victoria University. She was named
the inaugural supreme winner of the Women of Influence Awards in
2013, received a Sir Peter Blake Trust Leadership Award in 2014, and
was appointed a Dame Companion of the NZ Order of Merit in 2015.
To view Therese’s full profile, please refer to our website
(airnewzealand.co.nz/board-and-executive-team).
Virtual Annual Meeting
Shareholders and proxy holders may attend in person or
participate virtually via the online platform provided by the
Company’s share registrar, MUFG Pension & Market Services at
airnewzealand.co.nz/annual-meeting
Shareholders attending and participating in the Annual
Meeting virtually via the online platform will be able to vote and
ask questions during the Annual Meeting. More information
regarding virtual attendance at the Annual Meeting is
available in the Virtual Meeting Guide available on our website
(airnewzealand. co.nz/annual-meeting).
Shareholder questions prior to the
Annual Meeting
Shareholders present at the Annual Meeting will have the
opportunity to ask questions during the meeting.
If you cannot attend the Annual Meeting but would like to ask a
question you can submit a question by completing the Question
section on the Proxy / Postal Voting Form and returning it in
the reply paid envelope enclosed, or online by going to:
vote.cm.mpms.mufg.com/AIR. After completing the online
validation process choose ‘Questions’. Questions must be
received by MUFG Pension & Market Services or submitted online
by 1:00pm on Tuesday, 23 September 2025.
The Company’s external auditor, Deloitte, will be available at the
Annual Meeting to answer questions from shareholders relevant
to their audit of the Company’s financial statements.
Explanatory NotesProcedural Notes (continued)
Election and re-election of Directors
(Resolutions 1 and 2)
The Constitution and the NZX Listing Rules identify the
directors who must retire by rotation at the Annual Meeting.
One Director is seeking election and another is seeking re-
election at the Annual Meeting. The Board has determined
that both Directors are independent Directors as defined in
the NZX Listing Rules.
0706
Air New Zealand Notice of Annual Meeting 2025Air New Zealand Group

Resolution 2:
Election of:
Neal Barclay
BCA
Independent Non-Executive Director
Appointed 1 May 2025
Neal brings significant commercial, sustainability, and leadership
experience, having most recently served as Chief Executive
Officer of Meridian Energy, New Zealand’s largest electricity
generator and retailer.
Neal was with Meridian for 17 years and prior to stepping up to CEO
in 2018 he held several other senior roles including Chief Financial
Officer, General Manager of Wholesale and Generation, and General
Manager of Retail. He led major cultural transformation initiatives,
advanced customer-centric business strategies, and oversaw
substantial growth in renewable energy.
Neal also spent 13 years with Telecom New Zealand in a range of
senior finance leadership roles, and is currently a Non-Executive
Director of Chorus Ltd.
Neal is a Chartered Accountant Fellow (FCA), Chartered Accountants
Australia and New Zealand.
To view Neal’s full profile, please refer to our website
(airnewzealand.co.nz/board-and-executive-team).
NotesExplanatory Notes (continued)
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Air New Zealand Notice of Annual Meeting 2025Air New Zealand Group

Notes (continued)
1110
Air New Zealand Notice of Annual Meeting 2025Air New Zealand Group

The new uniform prints have been designed to tell a story
around the heritage and culture of Aoteroa, curated to reflect
Air New Zealand and its people.
Kōwhai o te rangi
The kōwhai tree blooms as a living symbol of
renewal, resilience and the first light of creation.
Woven into the pattern, the koru represents new
beginnings and the mangōpare signifies strength.

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Air New Zealand Limited Annual Meeting
Proxy or Postal Voting Form
The Air New Zealand Annual Meeting will be held on Thursday, 25 September 2025, commencing at 1:00pm.
Attending the Annual Meeting
1. If you do not plan to attend the Annual Meeting but
wish to vote by postal vote or appoint a proxy, please
complete and post this form or complete either process
online. Please do not appoint a proxy if you are voting by
postal vote. Please read the instructions overleaf before
completing this form.
2. The persons who will be entitled to vote at the Annual
Meeting are those persons (or their proxies or
representatives) registered as holding Ordinary Shares
on Air New Zealand’s share register at 5:00pm on
Tuesday, 23 September 2025.
3. Shareholders who appoint a proxy to vote on their behalf
can still participate in the Annual Meeting virtually via
the online platform, although those shareholders will be
unable to vote if a proxy is so appointed.
4. There are no restrictions on any shareholder or group
of shareholders to prevent them from exercising their
vote on any of the resolutions being considered at the
Annual Meeting.
Pos tal Vote
5. As a shareholder entitled to vote at the Annual Meeting
you are entitled to vote by postal vote. The General Counsel
& Company Secretary has been authorised by the Board
to receive and count postal votes at the Annual Meeting.

6. You can cast your postal vote online in accordance with
the instructions above.
7. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to
have abstained from voting on that resolution.
8. If you complete the postal vote section and also
appoint a proxy your postal vote will take priority over
your proxy appointment.
Proxy Appointment
9. A shareholder entitled to attend and vote at the Annual
Meeting is entitled to appoint a proxy or, in the case of
a corporate shareholder, a representative to attend and
vote instead of him/her. A proxy or representative need
not also be a shareholder. A proxy appointment may be
delivered or completed online as detailed above.
10. If this Proxy has been signed under a power of attorney,
a copy of the power of attorney and a signed certificate
of non-revocation of the power of attorney must be
produced with this Proxy (this cannot be done online).
11. If you wish, you may appoint the Chair of the Meeting as
your proxy. To do so, please write ‘Chair of the Meeting’
in the box marked ‘full name of proxy’. The Chair will vote
according to your instructions. If the Chair is not instructed
how to vote she will vote in favour of all resolutions
including her own re-election under Resolution 1.

12. If you return this form without directing the proxy how
to vote on any particular resolution, you will be deemed
to have given your proxy discretion as to whether and
how to vote on that resolution.
General
13. For your postal vote or proxy appointment to be valid
you must return this form completed and signed to be
received by our share registrar, MUFG Pension & Market
Services, no later than 1:00pm on Tuesday, 23 September
2025. Instructions on how to return this form, or how to
vote online are noted in the section above.
If you have any questions regarding your voting please call
MUFG Pension & Market Services Investor Helpline between
8:00am and 5:00pm on: +64 9 375 5998
Go online to vote.cm.mpms.mufg.com/AIR to vote, appoint a
proxy, give directions to your proxy.
OR, turn over to complete the form.
Lodge your
Proxy / Postal vote
Online: vote.cm.mpms.mufg.com/AIR
Email: meetings.nz@cm.mpms.mufg.com
(Please use ‘AirNZ Proxy Form’ as the subject
for easy identification)
Mail: (in New Zealand):
Use the enclosed reply paid envelope
(outside New Zealand):
Use a pre-addressed envelope and affix the
postage required or address to:
MUFG Pension & Market Services, PO Box 91976,
Auckland 1142, New Zealand
By hand: MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West,
Auckland 1010
New Zealand
General enquiries:
+64 9 375 5998 or email:
enquiries.nz@cm.mpms.mufg.com

Postal Voting Form (To use if you will not attend the meeting and are not submitting your postal vote online)

I wish to vote by postal vote (please tick the box). My voting intentions are indicated in the resolutions section below.

Appointment of a Proxy (For use if you will not attend the meeting but wish someone to represent you and vote on your behalf at the meeting)
I/We the above named shareholder/shareholders of Air New Zealand Limited
hereby appoint:


(full name of proxy)

of


(email)
Or failing that person
(full name of proxy)
of
(email)
As my/our proxy to vote for me/us on my/our behalf as directed below and on any other matter to be put to the Annual Meeting of Air New Zealand Limited to be
held on Thursday, 25 September 2025 at 1:00pm and at any adjournment or postponement thereof.
Resolutions (for postal and proxy voting). Tick only ONE box in respect of each resolution.
Cast a Postal Vote, or instruct a proxy to vote, by placing a tick (✔) in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on
the resolution, please mark the box ‘Proxy’s Discretion’.
Proxy’s discretion is not applicable in the case of a postal vote.
ForAgainstAbstainProxy’s Discretion
1. To re-elect Therese Walsh

2. To elect Neal Barclay

Shareholder Questions
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting but would like
to ask a question you can submit a question by filling in the section below and returning to MUFG Pension & Market Services in the reply paid envelope enclosed.
Alternatively you may go online to: vote.cm.mpms.mufg.com/AIR. After completing the online validations process choose ‘Questions’. Questions will need to be
submitted by 1:00pm Tuesday, 23 September 2025.
Question:
Signature of Shareholder(s) This section must be completed.
Security Holder 1:Security Holder 2:Security Holder 3:
Contact name:Daytime telephone:Date:
Electronic Investor Communication
If you received the Notice of Meeting and Proxy by mail and you would like to receive your future communications by email please provide your email address below:
Email address for future communications:

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28 August 2025
Kia Ora Shareholder
2025 Annual Meeting
I am pleased to invite you to attend our Annual Meeting on 25 September 2025. This meeting is your
chance to hear directly from our Board and senior executives and to ask questions about the business
you have invested in.
In addition to the important task of electing directors, as shareholders you will have the opportunity to
hear from us and ask questions about the events of the past year, as well as our plans for the future.
We are delighted to be holding our Annual Meeting in Auckland, providing shareholders in that region
the opportunity to join our directors in person.
The meeting will be a hybrid meeting and shareholders who are unable to attend in person will have the
ability to participate virtually.
All shareholders, regardless of location, can participate in the meeting online at airnewzealand.co.nz/
annual-meeting. At this site you will also find meeting materials, including guides for online attendance
and smartphone voting options. You will be able to hear and view the meeting on your own computer or
mobile device, vote on resolutions and ask questions.
Thank you for your continued support of Air New Zealand.
Ngā mihi nui
Dame Therese Walsh
Chair
Air New Zealand
Air New Zealand Limited
185 Fanshawe Street, Private Bag 92007, Auckland 1142, New Zealand
Facsimile 64 9 336 2401, Telephone 64 9 336 2400
Also registered in Australia under ABN 70 000 312 685