Air New Zealand 2011 Annual Report Download - page 77

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Stock Exchange Listings
Air New Zealand’s Ordinary Shares are listed on:
NZSX
MARKET
AUSTRALIAN STOCK
EXCHANGE
Ticker:
Date of full listing:
AIR
24 October 1989
AIZ
1 July 2002
PLACE OF INCORPORATION
New Zealand
In New Zealand, the Company’s Ordinary Shares are listed with a “non-standard” (NS) designation. This is due to particular provisions of
the Company’s Constitution, including the rights attaching to the Kiwi Share1 held by the Crown and requirements regulating ownership
and transfer of Ordinary Shares.
Neither the New Zealand Stock Exchange nor the Australian Stock Exchange has taken any disciplinary action against the Company
during the financial year ended 30 June 2011.
NEW ZEALAND STOCK EXCHANGE
General:
An ongoing waiver granted to all companies dual listed on the NZX and the ASX from Listing Rules 11.1.1 and 11.1.4 to enable dual listed
issuers to comply with the ASX Listing Rules relating to the restrictions on transfer of restricted (vendor) securities during an escrow period.
The following waivers from the NZSX Listing Rules were granted to the Company or relied upon by the Company during the financial year
ended 30 June 2011:
1. A waiver from NZSX Listing Rule 8.1.7(b) to enable the issue of Long Term Incentive Scheme Options to be adjusted following a
capital restructure such as a rights issue, in accordance with an approach suggested by PricewaterhouseCoopers.
The decision by NZXR of 3 December 2007 noted that an independent expert’s opinion had confirmed that the approach suggested
by PricewaterhouseCoopers would create economic neutrality for the option holders and all other Air New Zealand shareholders.
2. A waiver from NZSX Listing Rule 8.1.3 to allow Air New Zealand to issue options under the Executive Officer Option Incentive Plan
to the Chief Executive Officer of Air New Zealand with an exercise price which may be less than 90% of the Average Market Price
of Air New Zealand’s ordinary shares at the date of issue of the shares.
The decision by NZXR of 31 October 2007 noted that Air New Zealand did not expect the percentage of shares to be issued under the
Plan to be more than 1.1% of total shares on issue and that dilution of voting rights would be negligible.
AUSTRALIAN STOCK EXCHANGE
When Air New Zealand fully listed on the ASX in July 2002, it undertook to include the following information in its Annual Report.
Limitations on the Acquisition of Securities
Constitution
The limitations on the acquisition of securities imposed by the Company’s Constitution are summarised below (capitalised terms are
defined either in the Constitution or the Takeovers Code2):
1. Under clause 3.3 of the Constitution any person that owns or operates an airline business and any of its Associated Persons may
not hold or have an Interest in any Equity Security unless the prior written consent of the Kiwi Shareholder has been obtained.
2. Under clause 3.4 of the Constitution any non-New Zealand National must obtain the prior written consent of the Kiwi Shareholder to
hold or have an interest in 10 percent or more of the total Voting Rights in the Company.
3. The Board must decline to register a transfer of Equity Securities if it is aware that the Equity Securities have been transferred in
contravention of the provisions referred to in (1) or (2) above.
4. The Board has other powers to decline to register a transfer of Shares, including in cases where the Board is of the opinion that the
Shares would become, or be capable of being treated as, Affected Equity Securities.
5. Section 10 of the Company’s Constitution confers powers on the Board (and the Kiwi Shareholder) to treat Equity Securities as
Affected Equity Securities in certain circumstances. In general terms those powers arise if the Board considers that it is necessary
to treat any Equity Securities as Affected Equity Securities to protect the Company’s international airline operating rights. Where
Equity Securities are treated as Affected Equity Securities the Voting Rights attaching to them may be suspended and the
registered holder may be required to dispose of them.
1 In 1989, the Crown issued a Notice that arises through its holding of special rights Convertible Share, the “Kiwi Share” and the power of the Kiwi Shareholder under the
Constitution. Full details of the rights pertaining to these shares are set out in the Company’s Constitution. The Kiwi Share does not confer any right on its holder to vote at a
shareholders’ meeting unless the Kiwi Share has been converted into an Ordinary Share by its holder. The Kiwi Share is not listed on any stock exchange.
2 The Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR2000/210).
GENERAL INFORMATION
AIR NEW ZEALAND ANNUAL FINANCIAL RESULTS 2011