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Air New Zealand Annual Financial Results 2015 63
Stock฀exchange฀listings
Air New Zealand’s Ordinary Shares are listed on:
NZX฀Main฀Board฀ ASX
Ticker: AIR AIZ
Date of full listing: 24 October 1989 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 NZX nor ASX has taken any disciplinary action against the Company during the financial year ended 30 June 2015.
New฀Zealand฀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 NZX Main Board Listing Rules were granted to the Company or relied upon by the Company during the financial
year ended 30 June 2015:
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.
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฀shareholder’s฀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.