AIA - Notice of Meeting

1Auckland AirportNotice of Meeting 2025
Notice of annual meeting
Notice is hereby given that the 2025 annual meeting of the
shareholders of Auckland International Airport Limited is to be
held at Ellerslie Events Centre, 100 Ascot Ave, Remuera, Auckland
and online at www.virtualmeeting.co.nz/aia25 on Thursday,
23 October 2025 commencing at 10:00am.

2Auckland AirportNotice of Meeting 2025
Business
A. Chair’s Address
B. Chief Executive’s Address
C. Financial statements and reports: To receive and consider the financial statements of
the Company for the year ended 30 June 2025 together with the directors’ and auditor’s
reports to shareholders.
D. Ordinary Resolutions: To consider, and if thought fit, to pass, the following ordinary
resolutions (which require the approval of a simple majority of the votes of those
shareholders entitled to vote and voting on the resolution):
1. Re-election of Mark Cairns: That Mark Cairns, who retires and is eligible for
re-election, be re-elected as director of the Company (see explanatory note);
2. Re-election of Liz Savage: That Liz Savage, who retires and is eligible for re-election,
be re-elected as director of the Company (see explanatory note);
3. Director Remuneration: To increase the total quantum of annual directors’ fees pool
from $1,593,350 to $1,688,951; and
5. Auditor: That the directors be authorised to fix the fees and expenses of the auditor.
E. Other business: To consider any other matters that may lawfully be considered at
the meeting.
By order of the Board.
Louise Martin, Company Secretary
23 September 2025
Thursday, 23 October 2025
commencing at 10.00am
To participate online please go to www.virtualmeeting.co.nz/aia25

3Auckland AirportNotice of Meeting 2025
Attending the meeting
Shareholders attending the Annual Meeting will be
provided a poll card at registration for voting purposes.
Other participation methods: Auckland International
Airport will enable shareholders to attend and participate
in the Annual Meeting without being physically present
at the meeting, by attending the meeting online.
Online participation: Shareholders can participate in
the Annual Meeting virtually using an online platform
provided by our share registrar, MUFG Pension & Market
Services at:
www.virtualmeeting.co.nz/aia25.
Shareholders attending the Annual Meeting virtually
will be able to vote and ask questions. Please note, if
you will be participating online, you will require your
shareholder number, found on your Proxy Form, for
verification purposes.
More information regarding online attendance at
the Annual Meeting (including how to vote and ask a
question) is available in the virtual meeting guide:
https://mail.cm.mpms.mufg.com/MUFG/MUFG_
VirtualMeetingGuide.pdf.
Explanatory notes
Proxy vote: A shareholder entitled to attend and vote at
the meeting is entitled to appoint a proxy to attend and
vote instead of the shareholder. The proxy need not be
a shareholder. The Chair of the meeting is willing to act
as proxy for any shareholder who wishes to appoint the
Chair for that purpose. If you appoint the Chair and you do
not indicate how the Chair should vote, the Chair will vote
in favour of the resolutions, unless the Chair is specifically
excluded from voting on a particular resolution.
To be effective, the proxy form must be received at the
registered office of the Company or by the share registrar
of the Company, MUFG Pension & Market Services,
Level 30, PwC Tower, 15 Customs Street West, Auckland,
New Zealand, by mail to PO Box 91976, Auckland
1142, New Zealand, or by email not later than 48 hours
before the start of the meeting in accordance with the
instructions on the proxy form.
A corporate shareholder may appoint a person to attend
the meeting as its representative in the same manner as
it could appoint a proxy.
You may also appoint your proxy online as per the
instructions on the proxy form.
Shareholder motions: The only matters being
discussed and voted on at the Meeting are the
Resolutions contained in this Notice of Meeting.
No motions will be allowed from the floor.

4Auckland AirportNotice of Meeting 2025
Ordinary Resolution 2. Re-election of Director
Elizabeth Savage is a director retiring in 2025. Elizabeth
Savage, being eligible for re-election, offers herself for
re-election.
A brief biographical note of Elizabeth Savage is set out
below:
Term of Office
Appointed as a director 23 October 2019
Board Committees
Aeronautical Pricing Committee
People, Iwi and Remuneration Committee
Safety, Sustainability & Operational Risk Committee (Chair)
Biography
Elizabeth (Liz) was appointed a director of the company
in 2019.
Liz has extensive experience in the airline, travel &
tourism sectors and brings a deep understanding of the
airline business to the Board.
Her 20-year career in senior leadership roles in Australia
and Europe, includes being Chief Commercial Officer
of Virgin Australia during the successful early stage
transformation of the airline and Business Development
Director of easyJet during the airline’s first ten years of
rapid growth. Liz is currently a Director of Intrepid Travel
Group, North Queensland Airports, Australian Sailing
Limited and The Royal Automobile Club of Queensland
Limited. Liz will retire from her role as Director of Funlab
Limited on 30 September 2025. Through her roles, Liz
brings particular focus on customer strategy, marketing
and sustainable growth.
Liz qualified as an Aeronautical Engineer, with a master’s
degree in Air Transport Management.
The Board unanimously recommends that shareholders
vote in favour of the re-election of Elizabeth Savage. She is
considered by the Board to be an independent director.
Ordinary Resolution 1. Re-election of Director
Mark Cairns is a director retiring in 2025. Mark Cairns,
being eligible for re-election, offers himself for
re-election.
A brief biographical note of Mark Cairns is set out below:
Term of Office
Appointed as a director 1 June 2022
Board Committees
Audit and Financial Risk Committee
Infrastructure Development Committee
Biography
Mark Cairns was appointed a director of the company in
2022.
Mark retired in 2021 as Chief Executive of Port of
Tauranga following 16 years in the role. He has a first
class honours degree in Civil Engineering from the
University of Auckland, a degree in Business Studies and
a Master of Management from Massey University. He is
a Fellow of Engineering New Zealand and a Chartered
Fellow of the Institute of Directors.
Mark has worked in large infrastructure (build/operate),
logistic operations and complex supply chains for most of
his career and brings extensive Chief Executive
experience in business operations at scale, including
significant exposure to capital markets.
Mark is currently the Chair of Freightways Limited.
Mark has been appointed by the Board of Briscoe Group
Limited to join the Board as an independent director.
Mark’s appointment is effective 1 November 2025.
The Board unanimously recommends that shareholders
vote in favour of the re-election of Mark Cairns. He is
considered by the Board to be an independent director.
Elizabeth Savage
Mark Cairns

5Auckland AirportNotice of Meeting 2025
Ordinary Resolution 3. Director Remuneration
The Board has reviewed Director Remuneration to
ensure it is appropriate to enable the Company to attract
and retain Directors to the successful management
of the Company and to create long term value for
shareholders.
The last increase to the directors’ fee pool was sought
in 2019. Since then, the regulatory landscape the
Company operates in has changed, and the company
has embarked on its largest infrastructure programme,
the Terminal Integration Programme.
In the 2025 financial year, the Board undertook an
independent third-party assessment of the Board
Skills Matrix, which resulted in a refreshed skills matrix
confirming the critical and general skills required for
the Board to create long term value for shareholders.
At this time, the Company also considered the number
of directors on the Board and given the breadth of the
Company’s activities and investment programme, the
Board considered it appropriate to retain the number
of directors at eight. Furthermore, directors’ remuneration
should be set at a level which is desirable to attract and
retain high performing directors.
The Company targets a 75th percentile market
remuneration positioning for strategically significant
roles, including Board roles, given the scale and
complexity of the Company’s current strategic and
transformational agenda. The 75th percentile policy
position is also considered appropriate to ensure balance
against a peer group which skews to companies of
smaller market capitilisation.
The Company engaged independent advisor PwC to
undertake a benchmarking exercise of directors’ fees.
The benchmarking report demonstrates the positioning
of the overall pool a
nd the allocation of the pool against
the policy position. A summary of the PwC report, which
includes the benchmarking methodology, comparator
group and non-executive Director fee recommendations
is available at:
www.corporate.aucklandairport.co.nz/
investors/annual-meeting.
The Board considers that the proposed increase to the
directors' fee pool is fair and reflective of the current
market considerations and the size of the Company’s
Board. Taking these factors into account, and noting
that the last fee pool increase was sought in 2019, the
Board proposes an increase in the directors’ fee pool of
$95,601 (representing a 6% increase) from $1,593,350
to $1,688,951. Should the increase in the director fee
pool be approved by shareholders at the annual
meeting, the increase will be effective from 1 November
2025.
The table below records the proposed allocations within
the directors’ fee pool and includes the proposed
position in range benchmarked as compared to the 75th
percentile policy position (as noted in the PwC Report).
Should the resolution be passed, it is intended that the
directors’ fee pool will be allocated as set out in the
table below to reflect market positioning based on the
peer comparators for specific roles. This will result in
instances of increases to directors’ fees for some
specific roles, and in other circumstances, either no
change or decreases in directors’ fees for some specific
roles. Based on this allocation, the individual positions
set out below will move closer to the Company’s target
of the 75th percentile market positioning. It is proposed
there will also be a residual surplus in the fee pool which
the Board considers is necessary to cover significant ad
hoc committee work as required.

6Auckland AirportNotice of Meeting 2025
CurrentProposedFY26 Proposed
fees compared
to the market
(75th Percentile)
Board
Chair $260,350$330,00088%
Member $123,2350$140,00090%
Audit and Financial Risk Committee
Chair
$51,600$40,00096%
Member $25,390$20,00097%
Infrastructure Development Committee
Chair
$27,600$27,500
Member $13,800$15,000
People, Iwi and Remuneration Committee
Chair
$27,600$27,50082%
Member$13,800$15,00087%
Safety, Sustainability and Operational Risk Committee
Chair
$27,600$27,500
Member $13,800$15,000
Ad-hoc Committee work (per day)$2,700$2,700
Pool available for additional one-off projects$174,670$96,451
TOTAL FEE POOL$1,593,350$1,688,951109%
Voting Restrictions
In accordance with NZX Listing Rule 2.11.1, the fees
payable to non-executive directors must be approved
by an ordinary resolution of the shareholders of the
Company. No independent director or their Associated
Persons (as defined under the Listing Rules) can vote on
such resolutions, unless casting votes under an express
proxy of a person who is not disqualified from voting.
Discretionary proxies given to persons disqualified from
voting will not be valid.
Ordinary Resolution 4. Auditors
Deloitte is automatically reappointed auditor under
section 207T of the Companies Act 1993. This resolution
authorises the Board to fix the fees and expenses of the
auditor as required by section 207S of the Companies
Act 1993.

7Auckland AirportNotice of Meeting 2025
Entrance from 16 Derby Downs Place
Pedestrian tunnel
Ellerslie Stand
Guest car park
How to get to Ellerslie Events Centre
Driving directions
Please enter at 16 Derby Downs Place, drive through the
tunnel and continue on the road until you reach the car
park that is located within the racecourse infield. Parking
is free in this car park.
Once you have parked your car, head on foot to the
pedestrian tunnel which will guide you safely beneath
the racetrack to reach the event centre. (Please do not
cross the racetrack itself). It’s about a 200m walk from
the car park to the Ellerslie Stand.
When you enter the Ellerslie Stand, take the
elevator to Level 3 for registration in front of the
Guineas Ballroom space.
Accessible parking is available near the event centre.
Guests with permits can use the designated spaces
accessible via 100 Ascot Avenue.
Taxi/rideshare
Drop-off available via 100 Ascot Avenue.
Public transport
If you are coming by train to Ellerslie Events Centre,
alight at Greenlane Station. When you exit the station,
turn right and follow the path and signage.

8Auckland AirportNotice of Meeting 2025

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LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/AIA
Scan & email:
meetings.nz@cm.mpms.mufg.com

Deliver:
MUFG Pension & Market Services
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
Mail:
Use enclosed reply paid
envelope or address to:
MUFG Pension & Market
Services PO Box 91976
Auckland 1142
Vote Online
Scan this QR code
General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com
PLEASE TURN OVER
The Annual Meeting of Auckland International Airport Limited
(Auckland Airport) will be held at 10:00am on Thursday 23 October
2025 at Ellerslie Events Centre, 100 Ascot Ave, Kingsland,
Auckland. If you are attending the meeting, please bring this form
to assist with your registration. If you are not attending the meeting
but wish to be represented by proxy, please complete and return
this form (in accordance with the lodgement instructions) to
Auckland Airport’s share registry, MUFG Pension & Market Services,
by no later than 10:00am, Tuesday 21 October 2025. You can also
appoint your proxy and vote on the resolutions on the reverse of this
form online by going to vote.cm.mpms.mufg.com/AIA or by scanning
the QR code above with your smartphone. Shareholders are also able
to attend the Annual Meeting online via the Virtual Meeting platform
at www.virtualmeeting.co.nz/aia25. If you will be attending online, you
will require your Holder Number for verification purposes. If you
appoint a proxy, you will still be able to attend the meeting online
(however you will not be able to vote).
APPOINTMENT OF PROXY
A shareholder entitled to attend and vote is entitled to appoint a proxy
or, in the case of a corporate shareholder, a representative to attend
and vote instead of him/her and that proxy or representative need not
also be a shareholder. The Chair of the meeting is willing to act as
proxy for any shareholder who wishes to appoint him for that purpose.
If you appoint the Chair and you do not indicate how the Chair should
vote, the Chair will vote in favour of the resolutions.
VOTING OF YOUR HOLDING
Direct your proxy how to vote by making the appropriate election,
either online or on this Proxy Form, in respect of each resolution.
If you return this form without directing the proxy how to vote on
any particular matter, the proxy may vote as he/she thinks fit or
abstain from voting, unless specifically excluded from voting on a
particular resolution. If you make more than one election in respect
of a resolution your vote will be invalid on that resolution. If you
expressly appoint the Chair of the meeting or any other Director as
your proxy and elect to give them discretion on how to vote on a
resolution, you acknowledge that they will exercise your vote in favour
of resolutions 1 to 4, unless they are specifically excluded from voting
on a particular resolution.
PROXY FORM/ADMISSION CARD
FOR AUCKLAND AIRPORT’S 2025 ANNUAL MEETING
VOTING RESTRICTIONS
The Company will disregard any votes cast on Resolution 3 by any
Director of the Company and any of his or her associated persons. The
Company need not disregard a vote cast in favour of Resolution 3, if it is
cast by any of the above people as proxy for a person who is entitled to
vote, in accordance with an express direction on the proxy form.
ATTENDING THE MEETING
If you wish to vote in person, you should attend the Meeting. Please
bring this Proxy Form/Admission Card with you to the Meeting to
assist with your registration.
A corporation which is a Shareholder may appoint a representative
to attend the Meeting on its behalf in the same manner as it could
appoint a proxy. A proxy does not need to be a shareholder of
the Company.
SIGNING INSTRUCTIONS FOR PROXY FORMS
INDIVIDUAL
This Proxy Form must be signed by the shareholder or his/her/its
attorney duly authorised in writing.
JOINT HOLDING
In the case of a joint shareholding, this Proxy Form must be signed by
each of the joint shareholders (or their duly authorised attorney).
POWER OF ATTORNEY
This Proxy Form and the power of attorney or other authority, if any,
under which it is signed, or a copy of that power or authority certified
by a Solicitor, Justice of the Peace or Notary Public must be deposited
or mailed to be received at the office of MUFG Pension & Market
Services, in any manner as per the instructions below, not later than
10:00am, Tuesday, 21 October 2025.
CORPORATE SHAREHOLDER
In the case of a corporate shareholder, this Proxy Form must be signed
by a director or a duly authorised officer acting under the express or
implied authority of the shareholder, or an attorney duly authorised by
the shareholder.
Go online to vote.cm.mpms.mufg.com/AIA to appoint your proxy or
turn over to complete the Proxy Form

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Auckland International Airport Limited hereby appoint:
of
(FULL NAME) (E-MAIL ADDRESS)
Or
of
(FULL NAME) (E-MAIL ADDRESS)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Auckland International Airport Limited to be held at 10:00am on
Thursday, 23 October 2025 and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any
resolution so amended, and on any other resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above,
the proxy will vote as he/she thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting
or any adjournment thereof.
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are not voting or you are directing
your proxy not to vote on your behalf during a poll and your votes will not be counted computing the required majority, for that item.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote
FORAGAINSTABSTAINDISCRETION
1
Re-election of Mark Cairns
That Mark Cairns, who retires and is eligible for re-election, be re-elected as director of
the Company.
2
Re-election of Liz Savage
That Liz Savage, who retires and is eligible for re-election, be re-elected as director of
the Company.
3
Director Remuneration
To increase the total quantum of annual directors’ fee pool from $1,593,350 to $1,688,951.
4
Auditor
That the directors be authorised to fix the fees and expenses of the auditor.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting in person or via the virtual meeting platform will have the opportunity to ask
questions during the meeting. If you cannot attend but would like to ask a question, you can submit a question online by going
to vote.cm.mpms.mufg.com/AIA and completing the online validation process or complete the question section below and return it
to MUFG Pension & Market Services. Questions will need to be submitted by 10:00am, Tuesday, 21 October 2025. The Board will
address and answer questions during the meeting. Auckland Airport reserves the right not to address any questions that it is not
required to address and, in the Board’s opinion, are not reasonable to address in the context of an Annual Meeting.
QUESTION:
STEP 4: SIGNATURE OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED
SHAREHOLDER 1 SHAREHOLDER 2 SHAREHOLDER 3

OR DULY AUTHORISED OFFICER OR ATTORNEY OR DULY AUTHORISED OFFICER OR ATTORNEY OR DULY AUTHORISED OFFICER OR ATTORNEY
Contact Daytime Telephone Date 2025
ELECTRONIC INVESTOR COMMUNICATIONS
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please
provide your email address below.
CORPORATE REPRESENTATIVE APPOINTMENT & VOTING INSTRUCTIONS

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Virtual
Meeting
Guide
MUFG Corporate Markets
A division of MUFG Pension & Market Services

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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MUFG Corporate Markets
A division of MUFG Pension & Market Services
You will need one of the
following to vote
If you’re an investor, you can find your
CSN/Holder Number on most investor
communications from us.
If you’re a proxy, your proxy number will be
sent to your email address one to two days
before the meeting.
Get ready to vote
A
Your CSN/
Holder Number
if you are an
investor
B
Your proxy
number if you
are an appointed
proxy
OR

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Open your browser and go to
www.virtualmeeting.co.nz
Choose the meeting you want to watch from
the list and click the View Meeting button.
Register using your full name, mobile number,
email address, and participant type.
Read and accept the terms and conditions
before clicking on the Register and Watch
Meeting button.
Register for the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
The webcast will start by itself
when the meeting begins
If the webcast doesn’t start, press the play
button and check the volume on your device
is turned up. The meeting slides will be cycled
through while the webcast plays.
At the bottom are buttons for Get a Voting
Card, Ask a Question and a list of documents
available for download.
Watch the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Register to vote by clicking on
the Get a Voting Card button
If you’re an investor, you will need to enter
your CSN/Holder Number.
If you’re an appointed proxy, you will need to
enter the proxy number in the Proxy Details
section, then click the Submit Details and
Vote button.
Get a voting card

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Once you have your voting card,
tell us how you want to vote
You may need to use the scroll bar on the right
side of the voting card to see all resolutions.
Choose either Full Vote or Partial Vote using
the tabs. Click on either the For, Against, or
Abstain voting buttons. For a Partial Vote,
enter a number of votes—the total number of
votes you have are shown.
Enter your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure you submit your vote
before the countdown timer
ends
Once you have finished voting, scroll down
to the bottom of the box and click on the
Submit Vote or Submit Partial Vote button.
You can close your voting card without
submitting your vote while voting is open.
Any votes you have already made are saved.
The voting card will be under the webcast
with a Not yet submitted message below.
You can edit your votes while voting is open
by clicking on Edit Card. This will re-open the
voting card with any previous votes made.
At the end of the meeting, a red bar with a
five-minute countdown timer will appear at
the top of the website advising the remaining
time to submit your voting cards. Once voting
has been closed, your vote can’t be changed.
Submit your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Only investors, proxies and
corporate representatives can
ask questions
If you have not registered a voting card,
you will be asked to enter your CSN/Holder
Number or proxy number before you can ask
a question.
Click on the Ask a Question button either at
the top or bottom of the page.
Ask a question

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Select the category or resolution
for your question
Type your question in the Question box, and click
on the Submit Question button.
After submitting, click the View Questions button
to see your questions (only visible to you).
If your question has been answered and you want
to reply, submit another question.
Submit a question/reply

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Title
Description
Body
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services