ANZ Viaduct Events Centre. 161 Halsey Street, Auckland Commencing at 2:00pm, Wednesday 7 October 2015 NOTICE OF ANNUAL MEETING

Transcription

1 ANZ Viaduct Events Centre 161 Halsey Street, Auckland Commencing at 2:00pm, Wednesday 7 October NOTICE OF ANNUAL MEETING

2 Notice of Meeting Notice is given that the Annual Meeting of Air New Zealand Limited (the Company ) will be held at the ANZ Viaduct Events Centre, 161 Halsey Street, Auckland, on Wednesday 7 October 2015 commencing at 2.00pm *For map please see inside back cover. Business CHAIRMAN S ADDRESS CHIEF EXECUTIVE OFFICER S REVIEW ITEM 1: TO RE-ELECT Antony Carter In accordance with Clause of the Constitution, Tony Carter retires by rotation and, being eligible, offers himself for re-election. (See Explanatory Notes for profile) ITEM 2: TO RE-ELECT Robert Jager In accordance with Clause of the Constitution, Rob Jager retires by rotation and, being eligible, offers himself for re-election. (See Explanatory Notes for profile) ITEM 3 : TO APPROVE DIRECTORS REMUNERATION To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That the total amount of Directors fees payable annually to all Directors taken together be increased by $105,000 from $995,000 to $1,100,000, such sum to be divided amongst the Directors as the Directors from time to time deem appropriate. (See Explanatory Notes) By Order of the Board John Blair General Counsel and Company Secretary Auckland, New Zealand 17 August 2015

3 Procedural Notes Procedural Notes (continued) Persons entitled to vote The persons who will be entitled to vote at the Meeting are those persons (or their proxies or representatives) registered as holding Ordinary Shares (other than the Kiwi Share ) on Air New Zealand s share register at 5.00pm on Monday, 5 October Ordinary resolutions Each resolution to re elect a director and to increase Directors remuneration is to be considered as a separate ordinary resolution. To be passed, each of these resolutions requires the approval of a simple majority of the votes cast by the holders of the Ordinary Shares entitled to vote and voting. Proxies and Corporate Representatives Shareholders entitled to attend and vote at the Meeting may appoint a proxy or (in the case of a corporate shareholder) representative to attend and vote on their behalf. A proxy need not be a shareholder of the Company. You may, if you wish, appoint The Chairman of the Meeting as your proxy by filling in the proxy form to that effect. A Proxy and Postal Voting form, with which you can appoint a proxy, is enclosed with this Notice of Meeting. Postal voting Voting exclusions Resolution to increase Directors remuneration: Pursuant to the NZX Main Board Listing Rules and the ASX Listing Rules, the directors and their associated persons are prohibited from voting in respect of the resolution to increase the Directors remuneration. That restriction applies where the director (or associated person) has been appointed as a discretionary proxy. The Company will disregard any votes cast by any such person on the relevant resolution. However, the Company need not disregard a vote if it is cast by any such person as proxy for a person who is entitled to vote, in accordance with the express directions of that person on the proxy form as to how to vote. Shareholders entitled to attend and vote at the 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 Meeting. A Proxy and Postal Voting form, with which you can cast a postal vote, is enclosed with this Notice of Meeting. Proxy and Postal Voting forms must be received at the office of the Company s share registrar, Link Market Services Limited, by 2.00pm on Monday 5 October 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, Link Market Services: vote.linkmarketservices.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. 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 completing the Question section on the Proxy / Postal Voting Form and returning to Link Market Services in the reply paid envelope enclosed, or online by going to: vote.linkmarketservices.com/air. After completing the online validation process choose Questions. Questions will need to be submitted by 2pm Monday 5 October The Company s External Auditor, Deloitte will be available at our Annual Shareholder Meeting to answer questions from Security Holders relevant to the External Audit. The Kiwi Share is a single share conferring special rights on the Crown as Kiwi Shareholder. It is quite distinct from the Ordinary Shares held by the Crown which may be voted in the same manner as other Ordinary Shares.

4 Explanatory Notes Explanatory Notes (continued) Election of Directors (items 1 and 2) The Constitution requires that one third of the directors (or the number nearest to one-third) must retire by rotation at each annual meeting. The Board has determined that both directors seeking re-election are Independent Directors as defined in the NZX Main Board Listing Rules. Item 1: RE-ELECTION OF ANTONY CARTER Tony Carter BE (HONS), M.E., M.PHIL Appointed 1 December Last elected 27 September Item 2 RE-ELECTION OF ROBERT JAGER Rob Jager BE (Hons), MBA Appointed 1 April Last elected 27 September Mr Carter was appointed a non-executive director of Air New Zealand in 2010, becoming Deputy Chairman in 2012 and Chairman in Mr Carter is Chairman of the People Remuneration and Diversity Committee and is a member of the Audit and Safety Committees. Mr Carter is Chairman of Fisher & Paykel Healthcare Limited, a director of Fletcher Building Limited and ANZ Bank New Zealand Limited and Independent Chairman of Blues LLP. He attended the University of Canterbury where he studied chemical engineering, graduating with a Bachelor in Engineering with honours and a Masters in Engineering in He then went on to study at Loughborough University of Technology in the United Kingdom and graduated in 1982 with a Master of Philosophy degree. Mr Carter worked for his family company, Carter Group Limited, in Christchurch until 1986 when he purchased a Mitre 10 hardware store, also eventually serving as a director of Mitre 10 New Zealand Limited and becoming Chairman of Mitre 10 New Zealand Limited in In 1994 Mr Carter was appointed General Manager and Chief Executive designate of Foodstuffs (South Island) Limited. In 1995 he was appointed Chief Executive of Foodstuffs (South Island) Limited and in 2001, was appointed Managing Director of Foodstuffs (Auckland) Limited and Managing Director of Foodstuffs (New Zealand) Limited until he retired in December The Foodstuffs Group is New Zealand s largest retail organisation. Mr Jager is Chairman of the Shell Companies in New Zealand and General Manager, Shell Todd Oil Services. He chaired the Workplace Health and Safety Review Taskforce in New Zealand which has been instrumental in encouraging fundamental changes to New Zealand s approach to workplace health and safety. Mr Jager chairs the Petroleum Exploration and Production Association NZ as well as the Business Leaders Health and Safety Forum. Mr Jager is a Director for National Science Challenge Sustainable Seas Project. Mr Jager joined Shell in New Zealand in 1978 as an engineering cadet. He completed his Bachelor of Engineering degree in 1983 with 1st Class Honours and later gained an MBA with Distinction. Mr Jager has nearly 40 years experience in the oil and gas industry, working for Shell in a variety of engineering, project, operational, business, management, and governance roles in New Zealand and overseas. A crucial part of his roles for Shell and Shell Todd Oil Services are full accountability for all aspects of personal and process safety. Mr Jager provides visible leadership in these critical areas. Mr Jager has been Chairman of the Air New Zealand Safety Committee since September 2014.

5 Explanatory Notes (continued) Statutory Notices Item 3: APPROVE DIRECTORS REMUNERATION Electronic Annual Reports Shareholder approval of directors fees was last considered at the Annual Meeting in 2007 and authorised total directors fees of up to $995,000 per annum. Following an independent review by PricewaterhouseCoopers of directors fees in Australasia the view of the Board, based on the recommendations in that review, is that the total amount available to the Board to allocate as directors fees should be set at $1,100,000. It is not intended to apply any increase before the next financial year commencing on 1 July The New Zealand Shareholders Association has indicated its support for this increase. Directors also receive limited entitlements to travel on Air New Zealand operated services. Those entitlements are not changing. No Air New Zealand securities have been issued to Air New Zealand s non-executive directors under ASX Listing Rules or at any time in the last three years. (Notice under Section 209 of the Companies Act) Air New Zealand wants to ensure that our shareholders receive useful and interesting information. Our Annual and Interim Shareholder Reviews bring you the key financial information and keep you up to date with major developments in the Company. We will send a detailed annual report including the full financial statements to those Shareholders who specifically ask us to. We do not produce a statutory Concise Annual Report, but if you would like more detail, our Annual Shareholder Review and Annual Financial Report (which together comprise the Annual Report) and, when available in March, our Interim Report are available on our website any time you want to view or download them. However we will still send you the traditional printed copy as well if you like at no cost to you. If you would like a printed Annual Report, and Interim Report, when available, please write to Link Market Services Limited before Thursday 8 October 2015 so we know how many copies to print. Remember to include your name, postal address and shareholder number. After Thursday 8 October 2015, we may not be able to meet your request but you will be registered to receive the Annual Report for the following year onwards. Address to request a printed copy: Link Market Services Limited PO Box Auckland 1142 New Zealand Or fax request to: Or enquiries@linkmarketservices.com

6 Statutory Notices (continued) Location Map Substantial Product Holders notice (Notice under Section 293 of the Financial Markets Conduct Act 2013). The following information is provided in compliance with Section 293 of the Financial Markets Conduct Act 2013 and is stated as at 30 June The total number of listed ordinary shares of Air New Zealand Limited at that date was 1,121,849,949 ordinary shares. Brigham St ANZ Viaduct Events Centre Substantial Product Holder Quoted voting products that form part of the substantial holding Jellicoe St Her Majesty the Queen in right of New Zealand (the Crown) 590,335,199 ordinary shares Daldy St Fish Ln Notes: 1. The Crown s holding includes ordinary shares held by Her Majesty the Queen in right of New Zealand acting by and through her Minister of Finance as well as ordinary shares held by Managers for New Zealand Superannuation Fund. Madden St Halsey St 2. In 1989 the Crown issued a Notice that arises through its holding of one special rights Convertible Share, the Kiwi Share. Full details of the rights attaching to the Kiwi Share are set out in the Company s Constitution. Parking The nearest car park building is Downtown Carpark located at 31 Customs Street West. There is also limited car parking available at Wynyard Quarter car park.

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