Waivers from NZX Debt Market Listing Rules 5.2.3 and 7.11.1

NZX Regulation Decision Auckland International Airport Limited ("AIA") Application for waivers from NZX Debt Market Listing Rules 5.2.3 and 7.11.1 12 September 2018 Background 1. The information on which this decision is based is set out in Appendix One to this decision. The waivers will not apply if that information is not or ceases to be full and accurate in all material respects. 2. The Rules to which this decision relates are set out in Appendix Two to this decision. 3. Capitalised terms that are not defined in the decisions have the meanings given to them in the Rules. Waiver from Rule 5.2.3 Decision 4. Subject to the conditions in paragraph 5 below, and on the basis that the information provided by AIA is complete and accurate in all material respects, NZXR grants AIA a waiver from Rule 5.2.3 in respect of the AIA230s for a period of six months from the Quotation Date, to the extent that this Rule would otherwise require the AIA230s be held by at least 100 Members of the Public holding at least 25% of the AIA230s on issue. 5. The waiver in paragraph 4 above is provided on the conditions that: a. AIA clearly and prominently discloses this waiver and its implications in the Terms Sheet for the AIA230s, and any other Offering Document relating to an offer of AIA230s made during the period of this waiver; b. AIA clearly and prominently discloses this waiver, its conditions and its implications in any Half-Year and Annual Reports issued for the period this waiver is relied upon; c. AIA discloses liquidity as a risk in the Terms Sheet for the AIA230s; and d. AIA notifies NZXR as soon as practicable if there is a material reduction to the total number of Members of the Public holding at least a Minimum Holding of the AIA230s, and/or the percentage of AIA230s held by Members of the Public holding at least a Minimum Holding. Reasons 6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZXR has considered that: a. AIA has advised that it expects the spread of the AIA230s will increase over time to meet the spread requirements of Rule 5.2.3. However, AIA will have no knowledge of how the AIA230s will be allocated until after the Bookbuild. Accordingly, AIA will be unable to confirm prior to the Offer opening, whether the spread requirements will be met on Quotation; b. Debt Securities are not generally subject to the same degree of trading activity as Equity Securities; c. the conditions, contained in paragraph 5(a), 5(b) and 5(c) above, require AIA to provide access to information about this waiver and its implications to prospective investors as part of the Offer, as well as those wishing to trade in the AIA230s for the period of this waiver. Investors can take this information into account when making their investment decision; d. the condition contained in paragraph 5(d) above requires AIA to provide information that will allow NZXR to monitor any material reduction in the spread of the AIA230s over the period of this waiver; e. this waiver is granted for six months. This gives NZXR the opportunity to reconsider the spread of the AIA230s in six months' time if AIA considers a waiver is still required; and f. there is precedent for this decision. Waiver from Rule 7.11.1 Decision 7. Subject to the conditions in paragraph 8 below, and on the basis that the information provided by AIA is complete and accurate in all material respects, NZXR grants AIA a waiver from Rule 7.11.1 in respect of the AIA230s, to the extent that this Rule would otherwise require AIA to allot the AIA230s within five Business Days after the latest date on which applications for the AIA230s close. 8. The waiver in paragraph 7 above is provided on the conditions that: a. AIA allots the AIA230s no later than ten Business Days after the latest date on which applications for the AIA230s close; and b. AIA clearly and prominently discloses this waiver in the Terms Sheet for the AIA230s. Reasons 9. In coming to the decision to provide the waiver set out in paragraph 7 above, NZXR has considered that: a. the policy of Rule 7.11.1 is to ensure that, where application monies have been submitted, subscribers obtain the benefit of their investment without undue delay. The granting of this waiver will not offend the policy behind Rule 7.11.1; b. AIA has submitted, and NZXR has no reason not to accept, that the proposed offer period has been selected based on a consideration of potential competing issuances in the market and other commercial reasons; and c. the conditions of the waiver provide comfort that the impact on investors will be limited to five Business Days. Further, AIA will be required to provide information on the extended allotment period to prospective investors, for the investors to consider before they decide to invest in the AIA230s. Confidentiality 10. AIA has requested that this application, and any decision made in relation to it, be kept confidential until the Terms Sheet, and the form of notice to be provided by AIA under clause 20(1)(a) of Schedule 8 of the Financial Markets Conduct Regulations 2014, has been released. 11. In accordance with Footnote 1 to Rule 1.11.2 NZXR grants AIA's request. Appendix One 1. Auckland International Airport Limited (AIA) is a Listed Issuer with bonds Quoted on the NZX Debt Market (Debt Market). These include the AIA120 Bonds which mature on 13 December March 2019, the AIA130 Bonds which mature on 28 May 2021, the AIA200 Bonds which mature on 9 November 2022, the AIA210 Bonds which mature on 2 November 2023 and the AIA220 Bonds which mature on 17 April 2023. 2. AIA intends to make a new offer of fixed-rate bonds (AIA230s) to be Quoted on the Debt Market (Offer). 3. The Offer will open on or about 24 September 2018 (Opening Date) and close on or about 26 September 2018 (Closing Date). The joint lead managers for the Offer will conduct a bookbuild on or about 26 September 2018 in order to determine the AIA230s' margin (Bookbuild), which will be used to determine the AIA230s interest rate. AIA intends to allot the AIA230s on or about 10 October 2018 (Allotment Date) and to Quote the AIA230s on the Debt Market on or about 11 October 2018 (Quotation Date). 4. AIA will release a terms sheet on or prior to the Opening Date, setting out the main terms of the AIA230s (Terms Sheet). 5. NZX Debt Market Listing Rule (Rule) 7.11.1 requires securities to be allotted within five Business Days after the latest date on which applications for Securities close. AIA has sought a waiver from Rule 7.11.1 to structure the Offer so that the Allotment Date is ten Business Days after the Closing Date. 6. Subscription monies for the Offer are payable by the holder on allotment of the AIA230s. 7. In accordance with NZX Regulation's (NZXR) Ruling on Rule 5.2.3 issued on 29 September 2015 (the Ruling), the AIA230s are required to be held by at least 100 Members of the Public holding at least 25% of the number of Securities of that Class issued, with each Member of the Public holding at least a Minimum Holding, and those requirements are maintained. 8. The Offer is structured so that 100% of the AIA230s are reserved for clients of the joint lead managers of the Offer, primary market participants, and other approved financial intermediaries. There will be no public pool for the Offer. AIA has therefore indicated that it is uncertain whether the AIA230s will satisfy the spread requirements of Rule 5.2.3, when the AIA230s are initially Quoted on the Debt Market. Appendix Two Rule 5.2 Quotation of Securities 5.2.3 A Class of Securities will generally not be considered for Quotation on the NZSX or NZDX unless those Securities are held by at least 500 Members of the Public holding at least 25% of the number of Securities of that Class issued, with each Member of the Public holding at least a Minimum Holding, and those requirements are maintained, or NZX is otherwise satisfied that the Issuer will maintain a spread of Security holders which is sufficient to ensure that there is a sufficiently liquid market in the Class of Securities. Ruling on NZX Debt Market Listing Rule 5.2.3 - 29 September 2015 For the purposes of Rule 5.2.3, a Class of Debt Securities will generally not be considered for Quotation on the NZDX unless those Securities are held by at least 100 Members of the Public holding at least 25% of the number of Securities of that Class issued, with each Member of the Public holding at least a Minimum Holding, and those requirements are maintained. Rule 7.11 Allotment 7.11.1 An Issuer making an issue of Securities Quoted or to be Quoted (other than Equity Securities issued under Rule 7.3.10) shall proceed to allotment within five Business Days after the latest date on which applications for Securities close. End CA:00325147 For:AIA Type:WAV/RULE Time:2018-10-10 17:17:08