Air New Zealand issues Performance Rights

Wednesday 2nd November 2022

Under the Plan, executives may be issued with 3-year performance 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 performance rights due to vest in 2020, 2021 and 2022 were not met.

Chair Dame Therese Walsh says 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.

“Air New Zealand is restarting operations in a complex environment with economic headwinds. Guiding the airline through those challenges to deliver exceptional service, attract and retain key talent and deliver results to shareholders will test our senior executives. The Long Term Incentive Plan will recognise that effort, but only if value is created for the airline and its shareholders over the next few years”

Under the Plan, the Company has now issued 14,788,362 performance rights for no consideration to the Chief Executive Officer and to selected executives. The performance rights were issued on 1 November 2022 as approved by the directors of the Company on 4 October 2022.

These performance rights give participants the right to receive ordinary shares in the Company subject to certain vesting conditions being met on or after 13 September 2025.

The rights will only vest if the Company’s share price outperforms a comparison index made up 50:50 between the NZX All Index and the Bloomberg World Airline Index over a three-year measurement period from the date of issue. In particular:

a) 50% of performance rights will vest if the Company’s share price has matched that comparison index over the measurement period; and

b) for each 1% the share price outperforms the comparison index, a further 2.5% of performance rights will vest up to the maximum 100%.

If the share price does not match that index on the third anniversary of the issue date, there will be a further six-month opportunity for the performance rights to vest, failing which they will lapse.

In connection with the issue of these 2022 performance rights, Air New Zealand advises the following details:

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

(b) Number of Performance Rights issued: 14,788,362

(d) Payment in cash: NIL

(e) Amount paid up: N/A

(f) Percentage of total class of securities: 59% (of Performance Rights on issue)

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

(h) Specific authority for issue: Directors’ Resolution

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

(j) Total number of securities of the class after issue: 25,011,530 (Performance Rights)

(k) Treasury Stock: Not applicable

(l) Date of issue: 1 November 2022 (Grant Date: 13 September 2022)

(m) Vesting Date 13 September 2025

Ends.

Air New Zealand issues performance rights under Long Term Incentive Plan

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