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Long Term Incentive Plan - Supplementary Information

Insider/Shareholder Notice5 January 2026AIRIndustrials

Stock exchange listings: New Zealand (NZX: AIR) / Australia (ASX: AIZ) / ADR (OTC : ANZLY)


MARKET ANNOUNCEMENT


Air New Zealand postal address: Private Bag 92007, Auckland, 1142, New Zealand

Investor Relations email: investor@airnz.co.nz

Investor website: www.airnewzealand.co.nz/investor



5 January 2026


Air New Zealand issues share rights under Long Term Incentive Plan

Air New Zealand has had a Long-Term Incentive Share Rights Plan since 2015 (as amended

from time to time, the Plan).

Under the Plan, executives may be issued with 3-year share rights. There is no cost to the

Company or to the employee when these rights are issued. If future targets, known as ‘vesting

conditions’ as set out below, are met then these rights will see participants receive ordinary

shares in the Company at a future date.

If targets are not met, the rights lapse and no shares are awarded to the executives

participating in the Plan. This happened when the vesting conditions set for share rights due to

vest in 2021, 2022, 2024 and 2025 were not met and those rights lapsed. The rights due to vest

in 2023 vested in part.

The Plan is part of the broader remuneration package for senior executives and is designed to

incentivise management to outperform over time for the benefit of all shareholders, employees

and customers.

Under the Plan, the Company has now issued 22,391,420 share rights for no consideration to

the Chief Executive Officer and to selected executives. The share rights were issued on 17

December 2025 as approved by the directors of the Company on 9 December 2025.

These share rights give participants the right to receive ordinary shares in the Company subject

to certain vesting conditions being achieved over a performance period (commencing on 15

September 2025 and ending on the date which is 20 NZX trading days after Air New Zealand

has issued its annual results for the financial year ending 30 June 2028).

These share rights are divided into two equal tranches and each tranche an individual is

awarded will be measured against a separate performance hurdle. The rights will only vest if

the Total Shareholder Return of an Air New Zealand Share over the performance period

described above is greater than zero. If TSR is zero or a negative number, the share rights will

lapse without the performance hurdles being tested.

If the TSR gate is achieved, the number of rights that will be eligible for vesting will depend on

Air New Zealand’s performance against two comparison indices:

- the performance hurdle for the first tranche will measure Air New Zealand’s TSR against the

NZX 50 index.

-the performance hurdle for the second tranche will measure Air New Zealand’s TSR against

the Bloomberg World Airline index








Stock exchange listings: New Zealand (NZX: AIR) / Australia (ASX: AIZ) / ADR (OTC : ANZLY)



MARKET ANNOUNCEMENT


Air New Zealand postal address: Private Bag 92007, Auckland, 1142, New Zealand

Investor Relations email: investor@airnz.co.nz

Investor website: www.airnewzealand.co.nz/investor



In particular:

a) 50% of share rights will vest if the Company’s share price has matched the comparison

index over the performance period; and

b) for each 1% the share price outperforms the comparison index, a further 2.5% of share

rights will vest up to the maximum 100%.

If the share price does not match that index at the end of the performance period, the share

rights will lapse.

In connection with the issue of these 2025 share rights, Air New Zealand advises the following

details:

(a) Class of security and ISIN: Share Rights- ISIN: N/A

(b) Number of Share Rights issued: 22,391,420

(c) Issue Price: NIL

(d) Payment in cash: NIL

(e) Amount paid up: N/A

(f) Percentage of total class of securities: 33% (of Share Rights on issue)

(g) Reason for issue: Issued under the Air New Zealand Long Term Incentive Share Rights

Plan

(h) Specific authority for issue: Directors’ Resolution

(i) Terms or details of issue: Issued under the Air New Zealand Long Term Incentive Share

Rights Plan

(j) Total number of securities of the class after issue: 66,946,403 (Share Rights)

(k) Treasury Stock: Not applicable

(l) Date of issue: 17 December 2025 (Grant Date: 15 September 2025)

(m) Vesting Date 20 NZX trading days after Air New Zealand has issued its annual results for

the financial year ending 30 June 2028


Ends.

This announcement is authorised for release on 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


For media enquiries, please contact:

Air New Zealand Communications.

media@airnz.co.nz │+64 21 747 320 │ Twitter: @AirNZMedia

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.