AIA - Auckland Airport launches retail bond offer

Market Release | 29 September 2025
Auckland Airport launches retail bond offer
Retail Offer
Auckland International Airport Limited (“Auckland Airport”) confirmed today that it is
offering up to NZ$150,000,000 of five and a half year fixed rate bonds (with the ability to
accept up to NZ$50,000,000 in oversubscriptions at Auckland Airport’s discretion) (the
“Retail Bonds”) to New Zealand retail investors and to institutional investors (“Retail
Offer”).
The Retail Offer opens today and will be made pursuant to the Financial Markets Conduct
Act 2013 as an offer of debt securities of the same class as existing quoted debt securities.
The notice required by the Financial Markets Conduct Regulations 2014 has been provided
to NZX and is attached. The Retail Bonds are expected to be quoted on the NZX Debt
Market.
Full details of the Retail Bond issue are contained in the terms sheet which has been
prepared for the Retail Offer and is attached.
The Retail Offer will open with an indicative margin range of 0.85 per cent to 0.90 per cent
per annum and the Retail Bonds will mature on 8 April 2031. An announcement of the
actual margin and the interest rate on the Retail Bonds will be made following the
conclusion of the bookbuild process, which is expected to be on 1 October 2025. The
terms sheet will be updated to include the interest rate and will be released on the same
day.
The Retail Bonds are expected to be assigned a long term credit rating of A- by S&P Global
Ratings.
There is no public pool for the Retail Offer, with 100 per cent of the Retail Bonds reserved
for clients of ANZ Bank New Zealand Limited (“ANZ”) and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand branch) (“Westpac”) (as Joint Lead
Managers), NZX participants, other approved financial intermediaries and institutional
investors.
Interested investors should contact the Joint Lead Managers (details below) or their usual
financial adviser for more details.

Wholesale Offer
Auckland Airport is also considering making an offer of floating rate bonds maturing in
October 2028 (“Wholesale Offer”) to certain wholesale investors only. Retail investors
may not participate in the Wholesale Offer. Auckland Airport has also appointed ANZ and
Westpac as Joint Lead Managers in relation to the Wholesale Offer.
It is expected that full details of the Wholesale Offer will be made available by the Joint
Lead Managers to certain wholesale investors following the conclusion of the bookbuild
process for the Retail Offer, subject to market conditions.
The maximum amount of bonds to be issued by Auckland Airport under the Retail Offer and
the Wholesale Offer together would not exceed NZ$300,000,000.
ENDS

For more information:
Investors:
Chief Financial Officer
Stewart Reynolds
+64 27 511 9632
stewart.reynolds@aucklandairport.co.nz

Joint Lead Managers
ANZ Bank New Zealand Limited
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)

Market Release | 29 September 2025
Notice pursuant to clause 20(1)(a) of schedule
8 of the Financial Markets Conduct Regulations
2014
Auckland International Airport Limited (“Auckland Airport”) gives notice under clause
20(1)(a) of schedule 8 of the Financial Markets Conduct Regulations 2014 (“Regulations”)
that it proposes to make an offer for the issue of fixed rate bonds (“new bonds”) in reliance
upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013
(“FMCA”).
The main terms of the offer and the new bonds are set out in the attached terms sheet.
Except for the interest rate and maturity date, the new bonds will have identical rights,
privileges, limitations and conditions as Auckland Airport’s:
(a) 3.29% NZ$150,000,000 fixed rate bonds maturing on 17 November 2026 which are
quoted on the NZX debt market under the ticker code AIA240;
(b) 5.67% NZ$225,000,000 fixed rate bonds maturing on 9 May 2028 which are quoted
on the NZX debt market under the ticker code AIA250;
(c) 5.29% NZ$150,000,000 fixed rate bonds maturing on 17 November 2028 which are
quoted on the NZX debt market under the ticker code AIA260;
(d) 6.22% NZ$250,000,000 fixed rate bonds maturing on 2 November 2029 which are
quoted on the NZX debt market under the ticker code AIA270; and
(e) 5.45% NZ$250,000,000 fixed rate bonds maturing on 15 November 2030 which are
quoted on the NZX debt market under the ticker code AIA280,
(together, “Quoted Bonds”) and therefore are of the same class as the Quoted Bonds for
the purposes of the FMCA and the Regulations.
The Quoted Bonds have been continuously quoted on the NZX Debt Market over the
preceding 3 months.
As at the date of this notice, Auckland Airport is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to the Quoted
Bonds; and
(b) its financial reporting obligations (as defined under the Regulations).

As at the date of this notice, there is no excluded information for the purposes of the
Regulations.
As at the date of this notice, there is no information that would be required to be disclosed
under a continuous disclosure obligation or which would be excluded information required
to be disclosed for the purposes of the Regulations if the Quoted Bonds had had the same
redemption date or interest rate as the new bonds being offered.
ENDS

For more information:
Investors:
Chief Financial Officer
Stewart Reynolds
+64 27 511 9632
stewart.reynolds@aucklandairport.co.nz

Page 1 of 12

Indicative terms sheet for fixed rate bonds due 8 April 2031
This Terms Sheet is prepared in respect of an offer by Auckland International Airport Limited
(Auckland Airport) of up to NZ$150,000,000 (with the ability to accept up to NZ$50,000,000 in
oversubscriptions at Auckland Airport’s discretion) of fixed rate bonds (Retail Bonds) under its
master trust deed dated 9 July 2004 (as amended and restated from time to time), as modified and
supplemented by the supplemental trust deed dated 26 September 2025 entered into between
Auckland International Airport Limited and The New Zealand Guardian Trust Company Limited
(Supervisor) (together, Trust Documents).
Important Notice
The offer of Retail Bonds is being made in reliance upon the exclusion in clause 19 of schedule 1 of
the Financial Markets Conduct Act 2013 (FMCA). Except for the interest rate and maturity date, the
Retail Bonds will have identical rights, privileges, limitations and conditions as Auckland Airport’s:
(a) 3.29% NZ$150,000,000 fixed rate bonds maturing on 17 November 2026 which are quoted
on the NZX debt market under the ticker code AIA240;
(b) 5.67% NZ$225,000,000 fixed rate bonds maturing on 9 May 2028 which are quoted on the
NZX debt market under the ticker code AIA250;
(c) 5.29% NZ$150,000,000 fixed rate bonds maturing on 17 November 2028 which are quoted
on the NZX debt market under the ticker code AIA260;
(d) 6.22% NZ$250,000,000 fixed rate bonds maturing on 2 November 2029 which are quoted on
the NZX debt market under the ticker code AIA270; and
(e) 5.45 % NZ$250,000,000 fixed rate bonds maturing on 15 November 2030 which are quoted
on the NZX debt market under the ticker code AIA280.
(together, Quoted Bonds) and therefore are of the same class as the Quoted Bonds for the purposes
of the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations).
Auckland Airport is subject to a disclosure obligation that requires it to notify certain material
information to NZX Limited (NZX) for the purpose of that information being made available to
participants in the market and that information can be found by visiting
https://www.nzx.com/companies/AIA.
Investors should look to the market price of the Quoted Bonds to find out how the market assesses
the returns and risk premium for those bonds.
Investors should also read the ‘Important Information’ on pages 5 and 6 of this Terms Sheet.

Page 2 of 12
Dated 29 September 2025
Issuer Auckland International Airport Limited.
Description of Retail Bonds Direct, unsecured, unsubordinated, fixed rate debt obligations of
Auckland Airport ranking equally and without preference among
themselves and equally with all other outstanding unsecured and
unsubordinated indebtedness of Auckland Airport (except
indebtedness preferred by law).
Purpose General corporate purposes.
Joint Lead Managers ANZ Bank New Zealand Limited and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand Branch).
Credit Ratings Expected Long-Term Issue
Credit Rating
Long-Term Issuer Credit Rating
A- S&P Global Ratings A- S&P Global Ratings
Further information about S&P Global Ratings credit rating scale is
available at www.standardandpoors.com. A credit rating is not a
recommendation to invest in the Retail Bonds and may be subject to
revision, suspension or withdrawal at any time.
Issue Amount Up to NZ$150,000,000 with the ability to accept up to
NZ$50,000,000 in oversubscriptions at Auckland Airport’s
discretion.
Opening Date Monday, 29 September 2025, immediately following release via NZX
of the notice required by the FMC Regulations in connection with the
offer.
Closing Date 11.00am, Wednesday, 1 October 2025.
Rate Set Date Wednesday, 1 October 2025.

Page 3 of 12
Issue Date and allotment
date
Wednesday, 8 October 2025.
Maturity Date Tuesday, 8 April 2031.
Interest Rate The aggregate of the Base Rate and the Margin on the Rate Set Date.
The Interest Rate will be announced by Auckland Airport via NZX on
or shortly after the Rate Set Date. The Interest Rate will not change
after the Rate Set Date.
Base Rate The semi-annual mid-market swap rate for an interest rate swap of a
term matching the period from the Issue Date to the Maturity Date as
calculated by the Joint Lead Managers in accordance with market
convention with reference to Bloomberg page ICNZ2 on the Rate Set
Date and expressed on a semi-annual basis, rounded to 2 decimal
places, if necessary with 0.005 being rounded up.
Indicative Margin and actual
Margin
The indicative margin range is 0.85 per cent to 0.90 per cent per
annum for the Retail Bonds. The actual Margin for the Retail Bonds,
(which may be above or below the abovementioned indicative
margin range), will be set by Auckland Airport (in consultation with
the Joint Lead Managers) on the Rate Set Date following a bookbuild
by the Joint Lead Managers. The actual Margin will be announced by
Auckland Airport via NZX on or shortly after the Rate Set Date.
Interest Payment Dates 8 October and 8 April in each year until and including the Maturity
Date.
First Interest Payment Date 8 April 2026.
Frequency of interest
payments
Semi-annually (half annual amount) in arrears on each Interest
Payment Date.
If an Interest Payment Date falls on a day that is not a Business Day,
the relevant payment will be made on the next day which is a
Business Day, without adjustment, interest or further payment as a
result thereof.
Issue price / Principal
Amount
NZ$1.00 per Retail Bond.

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Minimum Principal Amount
and minimum holding
amount
The Minimum Principal Amount and minimum holding amount in
respect of the Retail Bonds is NZ$10,000 and multiples of NZ$1,000
thereafter.
Record Date 10 calendar days before an Interest Payment Date or, if not a
Business Day, the immediately preceding Business Day.
Business Day A day (other than a Saturday or Sunday) on which registered banks
are generally open for business in Wellington and Auckland.
Quotation The Retail Bonds will be quoted under NZX Debt Market Ticker Code:
AIA290.
Expected date of initial
quotation and trading on the
NZX Debt Market
It is expected that quotation on the NZX Debt Market will occur on 9
October 2025.
Registrar MUFG Pension & Market Services (NZ) Limited
ISIN NZAIAD0290L4
Repo-eligibility Auckland Airport intends to apply to the Reserve Bank of New
Zealand for the Retail Bonds to be included as eligible securities for
domestic market operations.
Early repayment In the case of an event of default as set out in the Trust Documents,
which is continuing unremedied, the Supervisor may, and
immediately upon being directed to do so by an extraordinary
resolution (as defined under the Trust Documents) of holders of
Retail Bonds of this series must, declare the principal amount and
accrued interest on the Retail Bonds to be immediately due and
payable.
If the Retail Bonds are declared due and payable prior to the Maturity
Date, interest will be payable at the Interest Rate from the most
recent Interest Payment Date to and including the date of
repayment.
Governing law New Zealand.

Page 5 of 12
Who may apply All of the Retail Bonds are reserved for clients of the Joint Lead
Managers, NZX participants, other approved financial
intermediaries and institutional investors.
There is no public pool for the offer. Investors wishing to purchase
the Retail Bonds should contact a Joint Lead Manager or their usual
financial adviser. In respect of any oversubscriptions or generally,
any allotment of Retail Bonds will be at Auckland Airport’s
discretion, in consultation with the Joint Lead Managers. Auckland
Airport reserves the right to refuse to make any allotment (or part
thereof) without giving any reason.
Each investor’s broker or financial adviser will be able to advise them
as to what arrangements will need to be put in place for the investor
to trade the Retail Bonds including obtaining a common shareholder
number (CSN), an authorisation code (FIN) and opening an account
with a primary market participant as well as the costs and
timeframes for putting such arrangements in place.
Selling restrictions The selling restrictions set out in the schedule to this Terms Sheet
apply.

Important Information
The dates and times set out in this Terms Sheet are indicative only. The indicative margin, issue
amount, dates and times are subject to change. Auckland Airport has the right in its absolute
discretion and without notice to amend the indicative margin and issue amount, close the offer early,
to extend the Closing Date, or to choose not to proceed with the offer. If the Closing Date is extended,
subsequent dates may be extended accordingly.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as
expressly stated otherwise, the content of any such internet site is not incorporated by reference into,
and does not form part of, this Terms Sheet.
Copies of the Trust Documents will be made available by Auckland Airport for inspection during usual
business hours by any bondholder at the office of Auckland Airport at the address below (or such
office as Auckland Airport may notify the bondholders from time to time).
The Joint Lead Managers and their respective directors, officers, employees and agents: (a) have not
authorised or caused the issue of, or made any statement in, any part of this Terms Sheet; (b) do not
make any representation, recommendation or warranty, express or implied regarding the origin,
validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any
information, statement or opinion contained in this Terms Sheet; and (c) to the extent permitted by

Page 6 of 12
law, do not accept any responsibility or liability for this Terms Sheet or for any loss arising from this
Terms Sheet or its contents or otherwise arising in connection with the offer of Retail Bonds.
Investors are personally responsible for ensuring compliance with all relevant laws and regulations
applicable to them (including any required registrations). Investors should seek qualified,
independent legal, financial and taxation advice before deciding to invest.
For further information regarding Auckland Airport, visit https://www.nzx.com/companies/AIA.
Address details
Auckland International Airport Limited
First Floor
4 Leonard Isitt Drive
Auckland Airport
Manukau 2022



ANZ Bank New Zealand Limited
Ground Floor, Anz Centre
23-29 Albert Street
Auckland, 1010
New Zealand


Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010

Page 7 of 12
Schedule – Selling restrictions
Part A - Initial Selling Restrictions
The Retail Bonds may only be offered in New Zealand in conformity with all applicable laws and
regulations in New Zealand. In respect of the initial offer of Retail Bonds by Auckland Airport under
this Terms Sheet (Initial Offer), no Retail Bonds may be offered in any other country or jurisdiction
except in conformity with all applicable laws and regulations of that country or jurisdiction and the
selling restrictions set out below in this Part A. This Terms Sheet may not be published, delivered or
distributed in or from any country or jurisdiction except under circumstances which will result in
compliance with all applicable laws and regulations in that country or jurisdiction and the selling
restrictions set out below in this Part A. For the avoidance of doubt, the selling restrictions set out
below in this Part A apply only in respect of the Initial Offer.
No action has been or will be taken by Auckland Airport which would permit an offer of Retail Bonds
to the public, or possession or distribution of any offering material, in any country or jurisdiction where
action for that purpose is required (other than New Zealand).
By its subscription for or purchase of the Retail Bonds, each bondholder agrees to indemnify Auckland
Airport, the Joint Lead Managers and the Supervisor and each of their respective directors, officers
and employees for any loss, cost, claim, fine, damages, liability or expense sustained or incurred by
any of them by reason of any breach of the selling restrictions.
United States of America
The Retail Bonds have not been and will not be registered under the Securities Act of 1933, as
amended (the Securities Act), or the securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act (Regulation S)) except in accordance with Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable state or local securities laws.
None of Auckland Airport, any Joint Lead Manager nor any person acting on its or their behalf has
engaged or will engage in any directed selling efforts in relation to the Retail Bonds, and each of
Auckland Airport and the Joint Lead Managers has complied and will comply with the offering
restrictions requirements of Regulation S under the Securities Act.
The Retail Bonds will not be offered or sold within the United States or to, or for the account or benefit
of, U.S. persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days after the
completion of the distribution of all Retail Bonds of the Tranche of which such Retail Bonds are part,
as determined and certified by the Joint Lead Managers, except in accordance with Rule 903 of
Regulation S. Any Retail Bonds sold to any distributor, dealer or person receiving a selling concession,

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fee or other remuneration during the distribution compliance period require a confirmation or notice
to the purchaser at or prior to the confirmation of the sale to substantially the following effect:
"The Retail Bonds covered hereby have not been registered under the United States
Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not be offered or sold
within the United States, or to or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act) (i) as part of their distribution at any time or (ii)
otherwise until 40 days after the later of the commencement of the offering of the Retail
Bonds and the closing date except in either case pursuant to a valid exemption from
registration in accordance with Regulation S under the Securities Act. Terms used above
have the meaning given to them by Regulation S under the Securities Act."
Until 40 days after the completion of the distribution of all Retail Bonds or the Tranche of which those
Retail Bonds are a part, an offer or sale of the Retail Bonds within the United States by the Joint Lead
Managers or any dealer or other distributor (whether or not participating in the offering) may violate
the registration requirements of the Securities Act if such offer or sale is made otherwise than in
accordance with Regulation S.
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Retail Bonds have been offered
and no Retail Bonds will be offered that are the subject of the offering contemplated by this Terms
Sheet in relation thereto to the public in that Member State except that an offer of Retail Bonds to the
public in that Member State may be made:
(a) at any time to any legal entity which is a qualified investor as defined in the EU
Prospectus Regulation;
(b) at any time to fewer than 150 natural or legal persons (other than qualified
investors as defined in the EU Prospectus Regulation) subject to obtaining the prior
consent of the Joint Lead Managers nominated by Auckland Airport for any such
offer; or
(c) at any time in any other circumstances falling within Article 1(4) of the EU
Prospectus Regulation,
provided that no such offer of the Retail Bonds referred to in (a) and (c) above shall require Auckland
Airport or any Joint Lead Manager to publish a prospectus pursuant to Article 3 of the EU Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression offer of Retail Bonds to the public in relation to any
Retail Bonds in any Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Retail Bonds to be offered so as to enable an
investor to decide to purchase or subscribe for the Retail Bonds and the expression EU Prospectus
Regulation means Regulation (EU) 2017/1129.

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United Kingdom
Prohibition of Sales to UK Retail Investors
No Retail Bonds have been offered and no Retail Bonds will be offered that are the subject of the
offering contemplated by this Terms Sheet in relation thereto to the public in the United Kingdom
except that it may make an offer of Retail Bonds to the public in the United Kingdom:
(a) at any time to any legal entity which is a qualified investor as defined in Article 2 of
the UK Prospectus Regulation;
(b) at any time to fewer than 150 natural or legal persons (other than qualified
investors as defined in Article 2 of the UK Prospectus Regulation) in the United
Kingdom subject to obtaining the prior consent of the Joint Lead Managers for any
such offer; or
(c) at any time in any other circumstances falling within section 86 of the Financial
Services and Markets Act 2000 (FSMA),
provided that no such offer of the Retail Bonds referred to in (a) to (c) above shall require Auckland
Airport or the Joint Lead Managers to publish a prospectus pursuant to section 85 of the FSMA or
supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression offer of Retail Bonds to the public in relation to any
Retail Bonds means the communication in any form and by any means of sufficient information on the
terms of the offer and the Retail Bonds to be offered so as to enable an investor to decide to purchase
or subscribe for the Retail Bonds and the expression UK Prospectus Regulation means Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Other UK Regulatory Restrictions
Each Joint Lead Manager has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or
sale of any Retail Bonds in circumstances in which section 21(1) of the FSMA does not apply to
Auckland Airport.
All applicable provisions of the FSMA with respect to anything done in relation to the Retail Bonds in,
from or otherwise involving the United Kingdom must be complied with.
Japan
The Retail Bonds have not been and will not be registered in Japan pursuant to Article (4), Paragraph 1
of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the FIEA) in
reliance upon the exemption from the registration requirements since the offering constitutes the
small number private placement as provided for in "ha" of Article (2), Paragraph 3, Item 2 of the FIEA.

Page 10 of 12
A Japanese Person who transfers the Retail Bonds shall not transfer or resell the Retail Bonds except
where the transferor transfers or resells all the Retail Bonds en bloc to one transferee. For the
purposes of this paragraph, Japanese Person shall mean any person resident in Japan, including any
corporation or other entity organised under the laws of Japan.
Singapore
This Terms Sheet has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this Terms Sheet and any other document or material in connection with the offer or sale,
or invitation for subscription or purchase, of the Retail Bonds has not been, and will not be, circulated
or distributed, nor have the Retail Bonds been, nor will they be, offered or sold, or be made the subject
of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore
other than (a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act
2001 (the SFA)) pursuant to Section 274 of the SFA, or (b) to an accredited investor (as defined in
Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of
the SFA.
Hong Kong
No Retail Bonds have been offered or sold or will be or may be offered or sold in Hong Kong, by means
of any document, other than (a) to professional investors as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (b) in other
circumstances which do not result in the document being a prospectus as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or
which do not constitute an offer to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Retail Bonds may be issued or in the
possession of any person or will be issued or be in the possession of any person in each case for the
purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to the Retail Bonds which are or are intended to
be disposed of only to persons outside Hong Kong or only to professional investors as defined in the
SFO and any rules made under the SFO.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(Corporations Act)) in relation to the Retail Bonds (including this Terms Sheet) has been, or will be,
lodged with, or registered by, the Australian Securities and Investments Commission (ASIC) or any
other regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the Retail Bonds (or an interest in
them) for issue, sale or purchase in, to or from Australia (including an offer or
invitation which is received by a person in Australia); and

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(b) distribute or publish, any Terms Sheet, information memorandum, prospectus or
any other offering material or advertisement relating to the Retail Bonds (or an
interest in them) in Australia,
unless:
(i) the minimum aggregate consideration payable by each offeree or invitee
is at least A$500,000 (or its equivalent in an alternative currency and, in
either case, disregarding moneys lent by the offeror or other person
offering the Retail Bonds or its associates) or the offer or invitation
otherwise does not require disclosure to investors in accordance with
Part 6D.2 or Part 7.9 of the Corporations Act;
(ii) the offer or invitation is not made to a person who is a “retail client” within
the meaning of section 761G of the Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives;
and
(iv) such action does not require any document to be lodged with, or
registered by, ASIC or any other regulatory authority in Australia.
By applying for the Retail Bonds under this Terms Sheet, each person to whom the Retail Bonds are
issued (an Investor):
(a) will be deemed by Auckland Airport and each of the Joint Lead Managers to have
acknowledged that if any Investor on-sells the Retail Bonds within 12 months from
their issue, the Investor will be required to lodge a prospectus or other disclosure
document (as defined in the Corporations Act) with ASIC unless either:
(i) that sale is to an investor within one of the categories set out in sections
708(8) or 708(11) of the Corporations Act to whom it is lawful to offer the
Retail Bonds in Australia without a prospectus or other disclosure
document lodged with ASIC; or
(ii) the sale offer is received outside Australia; and
(b) will be deemed by Auckland Airport and each of the Joint Lead Managers to have
undertaken not to sell those Retail Bonds in any circumstances other than those
described in paragraphs (a)(i) and (a)(ii) above for 12 months after the date of issue
of such Retail Bonds.
This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement or public
offering of any Retail Bonds in Australia.

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Part B - General Selling Restrictions
The Retail Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable
laws and regulations in New Zealand. No Retail Bonds may be offered for sale or sold in any other
country or jurisdiction except in conformity with all applicable laws and regulations of that country or
jurisdiction. No offering document or other offering material in respect of the Retail Bonds may be
published, delivered or distributed in or from any country or jurisdiction except under circumstances
which will result in compliance with all applicable laws and regulations in that country or jurisdiction.
No action has been or will be taken by Auckland Airport which would permit an offer of Retail Bonds
to the public, or possession or distribution of any offering material, in any country or jurisdiction where
action for that purpose is required (other than New Zealand).
By its subscription for or purchase of the Retail Bonds, each Holder agrees to indemnify Auckland
Airport, the Joint Lead Managers, and the Supervisor and each of their respective directors, officers
and employees for any loss, cost, claim, fine, damages, liability or expense sustained or incurred by
any of them by reason of any breach of the selling restrictions.