Air New Zealand 2013 Annual Report Download - page 76

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
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
C

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 aaching 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 2013.


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 2013:
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 8.1.7 to allow Air New Zealand to amend the terms of the Long Term Incentive Plan and Chief Executive
Officer Option Incentive Plan to provide that instead of purchasing / issuing a share for each option exercised, Air New Zealand would
only purchase / issue a number of shares with a value (based on current market prices) equal to the delta between the aggregate of
the market share price and the exercise price of the options exercised.
The decision by NZXMS of 31 August 2012 noted that the amendment will not affect the economic position of either the participant or
Air New Zealand and will reduce the dilutionary effect on shareholders of the exercise of options.
3. 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.

When Air New Zealand fully listed on the ASX in July 2002, it undertook to include the following information in its Annual Report.


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 wrien 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 wrien 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.
General Information
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).
Air New Zealand Annual Financial Results 
74