It is a Criminal Offence to buy or sell the shares of any publicly listed company if you have inside information about that company.

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1 Policy: Air New Zealand Securities Trading Department/division: Legal/Governance Version Number: 1.2 Last Updated: September 2014 The Law The following is a brief summary of the law for guidance only. If you trade in securities and are in any doubt, you should obtain independent professional advice. It is a Criminal Offence to buy or sell the shares of any publicly listed company if you have inside information about that company. Insider Trading means buying or selling securities (shares) in a publicly listed company when you have Inside Information about that company. It includes advising or encouraging someone else to buy, sell or simply hold securities. Inside Information is information about a company which is not available to the general public and which could affect the price of that company s securities. You do not have to work for or be associated with the company it does not matter how you obtained the information. It does not matter whether or not you were aware that the non-public information could affect the price of the securities. Simply passing on Inside Information to a person who you know or ought to know is likely to use the information to trade in shares is also illegal. Insider trading laws apply to all securities (including bonds). If you propose to buy or sell bonds please contact Corporate Legal Services for more information. Penalties for Insider Trading include imprisonment, fines and liability to other shareholders for their losses. Further Information: Policy Link What is Inside Information? When are the Restricted Periods? Approved Trading Procedure Am I a Restricted Person? Making a Decision Reporting Trades Exceptions and Options Page 1 of 15

2 Securities Trading Policy (Updated September 2014) Policy Statement Air New Zealand ( the Company ) is committed to transparency and fairness in dealing with all of its stakeholders and to ensuring adherence to all applicable laws and regulations. No director or employee may use his or her position of confidential knowledge of the Company or its business to engage in securities (shares or bonds) trading for personal benefit or to provide benefit to any third party. Except as provided for under the Approved Trading Procedure, no employee or director of the Company or its subsidiary companies may, directly or through other persons or entities: buy or sell Air New Zealand securities (shares and bonds); or advise or encourage someone else to buy, sell or hold (not sell) Air New Zealand securities; It is up to each individual to make your own determination before buying or selling securities as to whether or not you are in possession of material information not publicly available, and have therefore become an insider. Insider trading is prohibited at all times: An insider is any person who has the benefit of inside information. Inside Information is information about a publicly listed company which is not generally available to the public, and which is material (i.e. likely to influence persons in deciding whether or not to acquire or dispose of shares). If you possess inside information about a company then you must not: a) trade (buy or sell), b) advise or encourage others to trade, or c) hold that company s securities (shares), or pass on the inside information to others. This prohibition applies regardless of how you learn the information. Criminal Liability / Policy Breach The offence, called insider trading, can subject you to criminal liability including large fines and/or imprisonment, and civil liability, which may include being sued by another party or company for any loss suffered as a result of illegal trading. In addition Air New Zealand will take disciplinary action, up to and including termination, against any employee who breaches this Policy. Liability for insider trading is presumed even if you are unaware of the sensitivity of the information. Restricted Persons and Periods If you are a Restricted Person you may only trade Air New Zealand securities during Restricted Periods in accordance with the limited permission in the Approved Trading Procedure. Restricted Persons are the people most likely to become insiders. They are directors, senior executives and may include staff members who are involved in material transactions and financial reporting concerning the Company and anyone connected with those people. Page 2 of 15

3 Non Restricted Persons are all other Air New Zealand staff. A consent is required before trading during a Restricted Period. Restricted Periods are: (a) from close of business on 31 December until the day following the day on which Air New Zealand s half year results are released publicly to the NZSX and ASX, and; (b) from close of business on 30 June until the day following the day on which Air New Zealand s full year results are released publicly to the NZSX and ASX. Restricted Persons must advise the General Counsel promptly following completion of any trade, and a Restricted Person may be required to comply with disclosure obligations under the Securities Markets Act. Restricted Persons are also prohibited from trading in any Air New Zealand shares during the preparation of and on the first trading day after the release of a prospectus for a general public offer of Air New Zealand shares. For further information please refer to:- Guidelines for Restricted Persons Guidelines for Non Restricted Persons Restricted Trading Periods Approved Trading Procedure If in doubt do not trade! Authorised by: Chief Executive Officer For further information on this Policy, please contact: John Blair, General Counsel and Company Secretary john.blair@airnz.co.nz Air New Zealand Limited reserves the right to amend, update or withdraw its corporate policies without prior notice. Page 3 of 15

4 What Is Inside Information? Inside Information is information about a publicly listed company (i.e. its shares can be bought and sold on a stock exchange) which is a) not generally available to the public, and b) is material (i.e. likely to influence people in deciding whether or not to buy or sell, or even to simply hold, shares in that company). The legal prohibition on insider trading applies to any situation where you have inside information about that company. It is not limited to the company you work for. Examples of inside information about Air New Zealand include: the financial performance of Air New Zealand a possible change in the strategic direction of Air New Zealand the introduction of an important new product or service a possible acquisition or sale of any significant assets or a subsidiary company by Air New Zealand entry into or the likely entry into or termination or likely termination of material contracts or other business arrangements which are not publicly known. This could include purchase or supply agreements or airline alliances. The range of possible inside information is very wide, so if you are planning to buy or sell any Air New Zealand shares and you have any doubts, you should discuss it confidentially with Corporate Legal Services. Companies Air New Zealand does business with: You may not trade in securities of other companies with which Air New Zealand does business, such as customers, suppliers, competitors or joint venture partners, if you have inside information relating to those companies. This includes information about a significant transaction that Air New Zealand is planning to enter into. Ex-Air New Zealand Employees After leaving the Company, you are required to maintain the confidentiality of inside information (and not trade in Air New Zealand shares) until it has been disclosed to the public. Page 4 of 15

5 Restricted Persons The definition of Restricted Person is set out in the Securities Markets Act 1988 and the related Securities Markets (Disclosure of Relevant Interests by Directors and Officers) Regulations Air New Zealand believes that the following are Restricted Persons : Air New Zealand Ltd directors The Chief Executive Officer Direct Reports to the CEO General Counsel Air New Zealand believes that the following staff members may be considered Restricted Persons and should seek advice from Corporate Legal Services: Group Finance staff members Corporate Legal Services staff members Those involved with preparation and publication of half year and full year financial statements and reports Those working on a Significant Project (Over $50 million revenue or cost, or profit over 5% LY NPBT) Directors of subsidiary companies; Non-Restricted Persons If your current role or work does not come within the definition of a Restricted Person and you consider you would not be a Restricted Person, you should follow the Policy, Approved Trading Procedure and these Guidelines applicable to Non Restricted Persons. If you are in any doubt about whether you are a Restricted Person, you should contact Corporate Legal Services for a confidential discussion. In the case of securities of any company other than Air New Zealand in respect of which you have confidential material information, you should take independent legal advice. Page 5 of 15

6 Trading Calendar: Restricted Trading Periods Page 6 of 15

7 Consent to Trade / Approved Trading Procedure It is important that Air New Zealand is able to consider any potential risk for itself and for you which could arise in a case of (even unintentional) insider trading. The Securities Trading Policy requires that you obtain prior written consent from the Company. This provides an opportunity for the Company to consider whether there may be a risk of you having confidential information which you do not realise is price sensitive. The application for consent will be dealt with on a confidential basis within Corporate Legal Services and (for Restricted Persons) among the directors and officers referred to below. Restricted Persons Before completing any sale or purchase of shares, a Restricted Person must obtain a Restricted Consent to Trade which must be signed by: the Chief Executive Officer, and either the Chief Financial Officer or the General Counsel If the Restricted Person is any of the above, the Consent to Trade must be signed by two directors of the Company, one of whom must be the Chairman or the Deputy Chairman. A Consent to Trade will expire 30 trading days after it has been given, or if given or effective during a Restricted Period, will expire 5 trading days after it has been given. You must also advise the outcome of any trade to the General Counsel within 5 business days after it has been completed Following an approved trade, you may be required by law to comply with disclosure obligations under the Securities Markets Act. Refer to: Directors and Officers Disclosures INITIAL Disclosure Form Directors and Officers Disclosures ONGOING Disclosure Form Non-Restricted Persons If you are not a Restricted Person, remember that the law still applies to you and it is illegal to trade or advise others to trade any shares if you have any inside information relevant to those shares. If you do not have inside information, you may legally trade shares including Air New Zealand shares. If you intend to buy or sell Air New Zealand shares with a total value of $10,000 or more, you must first obtain a Non-Restricted Consent to Trade from Corporate Legal Services, and subsequently provide details of the trades completed within 5 business days. Page 7 of 15

8 Non Restricted Period Non Restricted Person If value > $10,000, Approval from: Corporate Legal Expiry 30 trading days Restricted Period Approval from :- Corporate Legal Services Applicant s Manager Expiry 5 trading days Restricted Person Approval from:- CEO/CFO + DR to CEO or General Counsel Expiry 30 trading days Approval from :- Chairman/Deputy Chairman + Director Expiry 5 trading days Page 8 of 15

9 Making a Decision Rules It is illegal to trade if you have Inside Information Policy requirements must be followed Unsure Do You Have Inside Information? No Unsure Contact Corporate Legal Services Are You a Restricted Person? No Yes Yes Is this a Restricted Period? Is transaction value $10,000 or more? Yes No Yes No Do You Have Consent To Trade? No Yes Do Not Trade (Policy Breach) You may Trade Do Not Trade (Illegal) Reporting Required : 1. If transaction value $10,000 more; or 2. If you are a Restricted Person; or Page 9 of Both of the above apply

10 Reporting Trades Directors and Officers Disclosures In addition to the requirements of the insider trading regime, and whether or not material information is known, directors and officers (Restricted Persons) are legally obliged to make certain disclosures in respect of an acquisition or disposition of a relevant interest in Air New Zealand securities. Under the Companies Act 1993 and the Listing Rules of the New Zealand and Australian Stock Exchanges, directors and officers must disclose forthwith to the General Counsel and to the Board: The number and class of securities acquired or disposed of; The nature of the relevant interest in the securities; The consideration paid or received; and The date of the acquisition or disposition. Under the Securities Markets Disclosure of Relevant Interests by Directors & Officers Regulation 2003 all directors and officers must send a disclosure notice to the Company and to the New Zealand Stock Exchange within 5 days of acquiring or disposing of a relevant interest in Air New Zealand securities. This obligation is on the director or officer personally and fines may be substantial. Further information is available on the Korunet at: memo to employees.doc Directors and officers must ensure that the particulars disclosed to the Board or to the Company in either situation above are entered in the Company s Interests Register maintained in Corporate Legal Services. Exceptions and Options There are very few exceptions to the laws about insider trading. Some apply in unusual situations such as a takeover for a company and other circumstances of a technical legal nature. If any of these situations arise in respect of Air New Zealand, the Company will keep you informed at the time. For other companies you should take independent professional advice. The most usual exceptions which you might encounter are: Acquisition and disposals of shares by gift or inheritance; Acquisitions through an issue of new listed securities, such as on the exercise of options under a rights issue, or a dividend reinvestment plan Gifts, inheritance and issue of new shares do not involve a trade of shares. However, be careful not to sell any Air New Zealand shares you receive through these means except in accordance with the Securities Trading Policy. Page 10 of 15

11 Additional Information & Definitions Insider Trading Means using inside information for personal gain. The illegality extends to tipping material, nonpublic information to others who may trade in securities on the basis of that information. Inside Information Inside information is generally defined as any non-public information about an entity that may be considered material to an investor in making a decision regarding the purchase, holding or sale of securities of that entity. For the purposes of this Policy, inside information includes all material, non-public information about Air New Zealand Limited, its subsidiary companies, or any other entity, learned as a result of the insider's relationship with the Air New Zealand. Material Information Material information is defined in the rules of the New Zealand Exchange and the Australian Stock Exchange and in applicable securities legislation. In short, information will be material (or price sensitive) if a reasonable person would expect, if it were generally available to the market, to have a material effect on the price or value of a company s securities. The information must be specific to that company. Information may be price sensitive even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information. Without limiting the definitions, the following are some examples of information which may be considered material and hence preclude trading by insiders until full public disclosure is made: a change in share ownership that may affect the control of Air New Zealand; a change in the corporate structure such as a merger, amalgamation or re-organisation; a major corporate acquisition, disposition or joint venture; a change in capital structure; the borrowing of a significant amount of funds; the development of a new product or a development affecting Air New Zealand s resources, technology, products or markets; Company projections and strategic plans; the entering into, termination of or any material change in a significant contract; reliable evidence of a significant increase or decrease in the financial forecast; an important change in capital investment plans or corporate objectives; a significant change in management or a new CEO or CFO; significant litigation; Page 11 of 15

12 a major labour dispute or a dispute with a major contractor of supplier; an event of default under a financing or other agreement; a declaration of or a failure to declare dividends ; any acquisition or disposition of property (any asset) which has not been negotiated at arm s length; Non-public Company policy and securities laws prohibit you from trading securities based on material information not generally available to the market (i.e. non-public). Information becomes public once it has been adequately disclosed and the market has had time to digest the information. Adequate disclosure would usually occur by way of news releases or stock exchange announcements. A delay of one or two business days is generally considered a sufficient period for routine information to be absorbed by the market. A longer period of delay might be considered appropriate in more complex disclosures. Relevant Interest The definition of relevant interest is wide and is set out in the Securities Markets Act Essentially, a person will have a relevant interest in Air New Zealand shares or options where he or she: beneficially owns the shares or options either directly or indirectly; is able to control, either alone or jointly with others, the acquisition or disposal of the shares or options by another person; has the power to control, either alone or jointly with others, the voting rights on the shares; is able to influence the board of a company which controls the voting rights on the shares or the sale or purchase of the shares or options; has a shareholding of 20% or more in a company that owns shares or options; will have any of the above rights at any time in the future under any arrangement. However, it will also include shares or options held under a number of other types of arrangement (for example, shares held in a family trust). It is unlikely to include shares held by a staff member s spouse or partner (unless the staff member has some control over those shares) or in a unit trust or superannuation fund. Page 12 of 15

13 Security A security is a share in a company or a debt instrument (such as a bond) and extends to cover: a) Any form of beneficial interest in a security; b) The power to exercise any right to vote attached to a security; c) The power to control the exercise of any right to vote attached to a security; d) The power to acquire or dispose of a security; e) The power to control the acquisition or disposition of a security by any person; f) Any power which may exist or arise at any time under any trust, agreement, arrangement, or understanding relating to a security to (b) to (e) above. Options to acquire shares under share option plans are considered to be an interest in securities of a company. Shares issued under staff share schemes are also considered to be securities in a company. Tipping Tipping means disclosing inside information about the Company, for example, to a relative, colleague or friend, to enable that person to buy or sell securities or encourage somebody else to buy or sell securities in the Company on the basis of such information. If in doubt, the Approved Trading Procedure should be followed if you are contemplating buying or selling securities of the company. In the case of securities of any other company in respect of which you have material information, you should take independent legal advice. Page 13 of 15

14 AIR NEW ZEALAND LIMITED To: NON RESTRICTED REQUEST FOR CONSENT The General Counsel & Company Secretary, Corporate Legal Services, Air New Zealand. 1 Applicant Name: Employee Number: Name of person trading (if different from Applicant) 2 Exercise of Options under LTIP and sale of shares OR Other Trade: Number of Shares: Buying Selling 3 Other Type of proposed transaction (specify): Will the transaction be conducted on the NZX? Yes No If No, how will the transaction be conducted (e.g. private sale): 4 Representations I hereby declare that the decision to conduct the proposed transaction has not been made on the basis of information which: (i) (ii) is not generally available to the market; and would have a material effect on the price of Air New Zealand shares if it were generally available to the market. I know of no reason to prohibit me from trading in Air New Zealand s shares. 5 Request I request Air New Zealand s consent to the proposed transaction. I acknowledge that Air New Zealand is not advising, or encouraging, me to trade, or hold, securities, and does not provide any securities recommendation. I certify that the details given above are complete, true and correct Signature (Applicant) Date CONSENT TO PROPOSED TRANSACTION Applicant s Manager (To be completed if transaction will occur during a Restricted Period) I,(name) Employee Number as the manager of the Applicant confirm that to the best of my knowledge having made appropriate enquiry, Applicant is unlikely to have inside information as defined in the Securities Trading Policy and I have ensured that the Applicant understands his/her requirements and responsibilities under the Securities Trading Policy. Signature Date Page 14 of 15

15 AIR NEW ZEALAND LIMITED To: RESTRICTED REQUEST FOR CONSENT The General Counsel & Company Secretary, Corporate Legal Services, Air New Zealand. 1 Applicant Name: Employee Number: Name of person trading (if different from Applicant) 2 Exercise of Options under LTIP and sale of shares OR Other Trade: Number of Shares: Buying Selling 3 Other Type of proposed transaction (specify): Will the transaction be conducted on the NZX? Yes No If No, how will the transaction be conducted (e.g. private sale): 4 Representations I hereby declare that the decision to conduct the proposed transaction has not been made on the basis of information which: (i) (ii) is not generally available to the market; and would have a material effect on the price of Air New Zealand shares if it were generally available to the market. I know of no reason to prohibit me from trading in Air New Zealand s shares. 5 Request I request Air New Zealand s consent to the proposed transaction. I acknowledge that Air New Zealand is not advising, or encouraging, me to trade, or hold, securities, and does not provide any securities recommendation. I certify that the details given above are complete, true and correct Signature (Applicant) Date CONSENT TO PROPOSED TRANSACTION Air New Zealand hereby consents to the proposed transaction described above. In giving consent Air New Zealand is not advising, or encouraging, you to trade, or hold, securities, and does not provide any securities recommendation (you need to form your own view on the merits of the transaction). This consent will expire [30] [5] (delete one) trading days after the date below. and Chief Executive Officer or Chief Financial Officer Chief Executive Officer or General Counsel OR (if a director or one of the above role holders is the Applicant) and Chairman or Deputy Chairman Director Dated Page 15 of 15