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1 Market Release l 24 January 2014 Details of Auckland Airport special shareholder meeting announced Auckland Airport has today sent to shareholders the details of its Special Meeting to consider the proposal to return approximately $454 million of capital to shareholders, on a pro rata basis. The meeting will be held at the Genesis Theatre, Vodafone Events Centre, 770 Great South Road, Manukau, Auckland on Wednesday, 12 February It will commence at 2pm. Charles Spillane, Auckland Airport s company secretary, says, All shareholders on the register at 5pm on Tuesday, 21 January 2014 have today been sent the Notice of Special Meeting of Shareholders which includes an explanation of the capital return proposal, a letter from the chairman, Sir Henry van der Heyden, summarising some the proposal s key aspects, an admission card / proxy voting form and a copy of Auckland Airport's application for final Court orders relating to the proposal. Copies of the information that has been sent to shareholders today are attached and are also available on Auckland Airport's website, Copies of the Court documents filed in relation to the capital return proposal, and the initial Court orders received by Auckland Airport, are also available online. Ends For further information please contact:

2 Simon Lambourne simon.lambourne@aucklandairport.co.nz

3 AUCKLAND INTERNATIONAL AIRPORT LIMITED Notice of Special Meeting of Shareholders 2014 Notice is hereby given that a special meeting of shareholders of Auckland International Airport Limited ( Company ) will be held in the Genesis Theatre, Vodafone Events Centre, 770 Great South Road, Manukau, Auckland on Wednesday, 12 February 2014, commencing at 2pm. The business of the special meeting is to consider and, if thought fit, to pass the following special resolution: THAT the arrangement relating to the return of capital to shareholders, as set out in the Arrangement Document incorporated in the Explanatory Notes, be approved. By order of the Board: C F Spillane Corporate Secretary 24 January 2014

4 Important information: 1. The meeting referred to in this Notice of Meeting has been convened by an order of the High Court of New Zealand made at Auckland on 11 December The arrangement referred to in the special resolution is recorded in the Arrangement Document on the back of this Notice of Meeting. An explanation of that arrangement is contained in the Explanatory Notes. A copy of Auckland Airport s application to the Court for final orders sanctioning the arrangement (dated 29 November 2013) accompanies this Notice of Meeting. 3. A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of the shareholder. The proxy need not be a shareholder. A shareholder may appoint as proxy the Chairman of the meeting. The Chairman intends to vote all proxies in favour of the resolution. 4. To be effective, a proxy form must be received by the Company no later than 2.00 pm on Monday, 10 February 2014 (being 48 hours before the start of the meeting). The proxy form may be received at the registered office of the Company or by the share registrar of the Company, Link Market Services Limited, Level 7, Zurich House, 21 Queen Street, Auckland, New Zealand or by mail to PO Box 91976, Auckland 1142, New Zealand. It may also be completed online in accordance with the instructions on the proxy form. 5. A corporation may appoint a person to attend the meeting as its representative in the same manner as it could appoint a proxy. 6. The special resolution must be approved by at least 75% of votes of shareholders who are entitled to vote and exercise their right to vote on the resolution. 7. This Notice of Meeting has been submitted to, and approved by, NZX Limited in accordance with NZSX Listing Rule However, NZX accepts no responsibility for any statement in this Notice of Meeting. 8. The board of Directors of the Company unanimously recommends that you vote in favour of the resolution to approve the return of capital. The Directors intend to vote their own shares in favour of the return of capital. Explanatory Notes 1. INTRODUCTION 1.1 On 28 November 2013, the board of Directors of the Company ( Board ) announced that, subject to the approval of shareholders and the High Court of New Zealand, it would undertake a capital repayment to ordinary shareholders of the Company. The Board proposes to return to shareholders, on a pro rata basis, approximately $454 million (this figure is approximate because it is subject to rounding of fractions of shares) The proposal to return capital will be put to shareholders for approval by a special resolution at a special meeting scheduled for Wednesday, 12 February The amount to be paid out under the proposed capital reduction will be funded by a mix of undrawn existing facilities and new debt. 1.3 The Board has determined that this return of capital should be effected by way of a Court-approved arrangement under Part XV of the Companies Act 1993 ( Arrangement ). Such an arrangement is fair to all shareholders as it achieves a return of capital on a pro rata basis, leaving the relative voting and distribution rights of all shareholders unaffected. 1.4 On 29 November 2013, the Company applied to the High Court of New Zealand for an order directing the Company to put the Arrangement to shareholders. The Court made initial orders on 11 December 2013 which require (amongst other things) the Arrangement to be approved by special resolution of shareholders (that is, a resolution passed by a 75% majority of the votes of all shareholders entitled to vote and voting at the meeting). If the resolution is passed, the Company will seek final orders from the High Court sanctioning the return of capital. The final orders that are being sought by the Company sanctioning the Arrangement are set out in the copy of the Company s application to the Court (dated 29 November 2013), which accompanies this Notice of Meeting. 2. THE ARRANGEMENT AND ITS EFFECT 2.1 Subject to approval by shareholders, and receipt of final orders from the High Court sanctioning the return of capital, the Arrangement will result in: a. the cancellation of one in every ten shares held by each shareholder in the Company (together with all rights attaching to those shares). Fractions of a share will be rounded up to the nearest whole number; and b. the payment to each shareholder of $3.43 for each share cancelled (approximately equal to the closing share price on the NZX immediately prior to announcement of the capital return on 28 November 2013). In this way, the Company will return to shareholders, on a pro rata basis, approximately $454 million of capital. On the Record Date (as defined in paragraph 2.3 below), there are expected to be 1,322,772,589 ordinary shares on issue. Based on this number, 132,277,259 ordinary shares will be cancelled. This will leave the total number of ordinary shares on issue at approximately 1,190,495,330. This includes cancellation of one in ten shares held by employees under the Company s Share Purchase Plan and one in ten shares held by Directors under the Company s Fixed Share Purchase Plan. This is further explained in section Subject to the approval of shareholders, the final orders from the High Court sanctioning the Arrangement are expected to be made in March The amount to be distributed will be no less than $452.1 million, being 10% of the Company s value as at the date of the announcement of the capital reduction, in order to satisfy tax requirements to ensure that some of the distribution can be excluded from being treated as a dividend.

5 2.3 The share register will close at 5.00 pm on 7 April 2014, or the 10th business day after the date on which the final orders from the High Court sanctioning the Arrangement are made, whichever is the latest ( Record Date ). This will be for the purpose of determining the number of shares to be cancelled and the amount to be returned to those shareholders whose names appear in the share register at that time. 2.4 Payment to shareholders will be made by cheque or, in the case of those shareholders who have previously provided bank account details to the Company, by direct credit. Cheques will be posted, or direct credits made, within 10 business days of the Record Date. At the same time, each shareholder will be issued with a new shareholding statement showing the new number of shares held following the cancellation of shares. Both the payment to shareholders and the provision of a new shareholding statement will be undertaken by Link Market Services Limited. 2.5 Shareholders with an address on the register in Australia will be paid in Australian dollars at the conversion rate applicable on the Record Date. 2.6 The timetable for the proposed Arrangement is set out in the table below. Event Date Special meeting of shareholders 12 February 2014 Final orders made by High Court * 12 March 2014 Record Date * 7 April 2014 Payment to shareholders * 14 April 2014 * The dates above are indicative only. If the final court orders have not been made by 25 March 2014, the Record Date will be the 10th business day after the date on which the final orders from the High Court sanctioning the Arrangement are made. The Company will announce the final dates for the Arrangement on the NZX and ASX as soon as possible after those dates are finalised. Payment will be made to shareholders within 10 business days after the Record Date. 3. TAXATION 3.1 The Company has obtained from the Commissioner of Inland Revenue confirmation under section CD 22(8) of the Income Tax Act 2007 that the Commissioner is satisfied that the amount that will be paid (approximately $454 million) to shareholders on the share cancellation is not in lieu of the payment of a dividend. 3.2 To the extent that the amount to be returned to shareholders is equal to the Company s available subscribed capital, it will be treated as a return of capital and not as a dividend for New Zealand income tax purposes. The Company s available subscribed capital is approximately $180 million. 3.3 The amount in excess of the Company s available subscribed capital of approximately $274 million will be treated as a dividend for New Zealand income tax purposes, which will have imputation credits attached at the maximum allowable ratio. Where applicable, tax will be withheld. 3.4 Notwithstanding this, amounts distributed to shareholders in accordance with the Arrangement which are excluded from being a dividend (ie, the amount equal to the Company s available subscribed capital) may still be taxable in the following circumstances: where gains arise to a shareholder and the shareholder is a share dealer; where gains arise to a shareholder and the shares were acquired for the purpose of resale; or where gains arise to a shareholder and the gains are derived from a profit-making undertaking or scheme. 3.5 Shareholders, including in particular those resident outside New Zealand, should obtain independent taxation advice in respect of the effect on their individual tax position. 4. RATIONALE FOR THE RETURN OF CAPITAL 4.1 The Company s Faster, Higher, Stronger business strategy includes a focus on being fast, efficient and effective. To be efficient, the Company needs to effectively manage its operating costs, its capital expenditure programme and have an efficient mixture of equity and debt. In order to achieve this, the Board has proposed to return capital to shareholders. 4.2 The Company s strong performance over the last five years, including its successful property development and retail businesses and investments in other airports, means the Company s mix of equity and debt is less efficient than it has been in the past. The capital return will improve the Company s balance of equity and debt, returning it to levels achieved in The Company is committed to providing critical airport infrastructure for New Zealand and is currently investing in an important upgrade to the domestic terminal as well as planning to deliver its 30-year vision of the airport of the future. The Company remains well placed to deliver on these developments even with the return of capital. 4.4 The Company values the funding flexibility provided by a stable A- credit rating and it is anticipated that the capital return should help retain such flexibility. This is important if the Company is to continue to invest in future growth opportunities for the benefit of its customers, Auckland and New Zealand. 5. FINANCIAL IMPACT OF THE RETURN OF CAPITAL 5.1 The impact of the return of capital on the Company s balance sheet (using 30 June 2013 figures) can be illustrated as follows: 2 As at 30 June 2013 Actual ($millions) Adjusted to show effect of return of capital ($millions) Total assets 3, , Financed by: Shareholders equity 2, , Term liabilities 1, , Current liabilities Total equity and liabilities 3, , The financial information in paragraph 5.1 is intended only to illustrate how the return on capital may affect the financial structure of the Company and the return on funds employed. It is not intended to reflect the actual financial structure of the Company following the return of capital. 2 The financial information set out in the table above is extrapolated from the Company s audited financial statements for the year ending 30 June 2013 and is presented in accordance with generally accepted accounting practice.

6 6. EFFECT ON SHAREHOLDERS Shareholder value 6.1 The Arrangement involves the Company s shareholders having one share cancelled for every ten shares held, and receiving a cash sum of $3.43 for each share cancelled (approximately equal to the closing share price on the NZX immediately prior to announcement of the capital return on 28 November 2013). Fractions of a share will be rounded up to the nearest whole number. 6.2 An example of its effect for a shareholder holding 10,000 shares is set out below. Note: references to share prices are for illustrative purposes only. Before After Shares held 10,000 9,000 Share price on close of business before announcement Assumed share price after the capital return $ $3.43 Value of shares $34,300 $30,870 Capital return cash payment to - $3,430 shareholders 3 Value of shares and capital return $34,300 4 $34,300 5 Percentage ownership % % Directors holdings 6.3 Directors of the Company and associated persons of Directors who legally and/or beneficially own shares in the Company will participate in the return of capital in exactly the same way as all other ordinary shareholders of the Company. The number of shares in which Directors and/or their associated persons have relevant interests as at 31 December 2013 (including pursuant to the Company s Fixed Share Purchase Plan for Directors described below), and the dollar amounts they will receive if their holdings do not change prior to the Record Date, are noted below. Shares held by Directors and/or their associated persons Nature of holding Number of shares held $ received through capital repayment 6 John Brabazon Held personally 9,288 $3, Richard Didsbury Held personally Held legally (as trustee of Brick Bay Investment Trust) 9,288 4,384 $3, $1, Brett Godfrey Held personally 8,525 $2, Michelle Guthrie James Miller Held personally Beneficially owned Held by associated person (Sophie Miller) 23,098 8, $7, $2, $ Justine Smyth Held personally 107,794 $36, Keith Turner Held personally 10,721 $3, Henry van der Heyden Held personally 9,266 $3, Directors and/or their associated persons are entitled to vote on the special resolution to approve the return of capital. The Directors intend to vote their own shares in favour of the return of capital. Shares under the Share Purchase Plan 6.5 Under the Company s Share Purchase Plan ( Share Purchase Plan ), shares in the Company are issued to, or acquired on market by, the trustees of the Share Purchase Plan ( Trustees ) and are allocated to participating employees using funds lent to them by the Company. Employees repay these interest free loans over three years by way of regular deductions from their salaries. Apart from in exceptional circumstances, the length of the restrictive period during which the Trustees hold employees shares on trust is three years. If the employee is still employed by the Company at the end of the restrictive period and has paid off the loan received, the shares are then transferred to the employee. 6.6 Shares held by the Trustees under the Share Purchase Plan will be subject to the Arrangement. Accordingly, one out of every ten shares held by the Trustees for each participating employee will be cancelled and participating employees will receive $3.43 for each share cancelled. The Trustees are entitled to vote on the special resolution to approve the Arrangement. Shares purchased under the Fixed Share Purchase Plan for Directors 6.7 Pursuant to the Company s Fixed Share Purchase Plan for Directors ( FSPP ), each Director uses 15% of fees actually payable to them to acquire shares in the Company. In order to do this, the Directors have entered into a share purchase plan agreement and appointed First NZ Capital to be the manager of the FSPP. The manager of the FSPP acquires the shares required for the purposes of the FSPP on behalf of Directors over the 20 business days commencing two days after the Company s half year and full year results announcements. Directors remain in the FSPP until one year after retirement from the Board, at which time they may dispose of shares acquired under the FSPP. 6.8 Shares acquired under the FSPP will be subject to the Arrangement. One out of every ten shares held by each director under the FSPP will be cancelled under the Arrangement and the directors will receive $3.43 for each share cancelled. Executive incentives under the Executive Long-Term Incentive Plan 6.9 The Company has issued options to executives under the Executive Long-Term Incentive Plan (2009) ( LTIP ). These options are not securities issued by the Company, but rather are a mechanism for calculating an element of the executive s incentive based remuneration. It is not expected that the Arrangement will materially affect options issued under the LTIP (as these options are cash-based) and therefore no alterations to the LTIP will be made. 7. FURTHER INFORMATION 7.1 Shareholders who have any questions about the effect of the Arrangement on their investment should consult their financial advisers. 7.2 Copies of the Court documents filed in relation to the Arrangement and the initial Court orders are available on the website Printed copies of the Court documents will also be made available to shareholders on request to investors@aucklandairport.co.nz. 8. BOARD RECOMMENDATION 8.1 The Board unanimously recommends that shareholders vote in favour of the Arrangement. 3 Subject to applicable withholding taxes. 4 Shares only. 5 Cash (before tax) and shares. 6 Taxes may be withheld from these amounts.

7 Meeting Location Genesis Theatre Vodafone Events Centre 770 Great South Road, Manukau, Auckland Lambie Drive Manukau Great South Road AUCKLAND-HAMILTON MOTORWAY Redoubt Road Wednesday, 12 February 2014 commencing at 2pm. SOUTH-WESTERN MOTORWAY Kerrs Road Great South Road Totara Heights Totara Park

8 Arrangement Document Arrangement pursuant to Part XV of the Companies Act 1993 BETWEEN: Auckland International Airport Limited and the holders of ordinary shares in Auckland International Airport Limited 1. INTERPRETATION 1.1 In this document, unless the context otherwise requires: Auckland Airport means Auckland International Airport Limited. Business Day means a day on which the stock exchange operated by NZX is open for trading. Record Date means 7 April 2014, or the 10th Business Day after the date on which the final order from the High Court of New Zealand is made pursuant to section 236(1) of the Companies Act 1993 sanctioning the arrangement, whichever is the latest. Share means an ordinary share in Auckland Airport. Shareholder means each person who is registered in the share register of Auckland Airport as the holder of a Share at 5.00 pm on the Record Date. 2. ARRANGEMENT 2.1 One Share for every ten Shares registered in the name of each Shareholder at 5.00 pm on the Record Date shall be cancelled (together with all the rights attaching to those shares). For this purpose, fractions of a Share shall be rounded up to the nearest whole Share. 2.2 Within 10 Business Days after the Record Date, Auckland Airport shall pay to each Shareholder $3.43 for each Share registered in the name of the Shareholder which has been cancelled in accordance with clause 2.1.

9 24 January 2014 CAPITAL RETURN Dear Investor On 28 November 2013, Auckland Airport announced its intention to return approximately $454 million of capital to shareholders. The return of capital will not alter your proportionate shareholding in the company, or your proportionate voting and distribution rights, and will be by way of a Court and shareholder-approved process. Auckland Airport has now obtained initial orders from the New Zealand High Court which include directions about the holding of a meeting of Auckland Airport shareholders to consider a special resolution to approve the capital return. Accompanying this letter is a Notice of the Special Meeting to be held at 2.00 pm on Wednesday, 12 February 2014 in the Genesis Theatre, Vodafone Events Centre, 770 Great South Road, Manukau, Auckland. The Notice includes an explanation of the capital return proposal and I recommend you read it carefully. Also accompanying this letter is a proxy voting form and a copy of Auckland Airport s application to the Court for final orders sanctioning the return of capital to shareholders (dated 29 November 2013). I have summarised below some of the key aspects of the return of capital to help you better understand the process, and what you need to do as a shareholder. Why is Auckland Airport returning this money to me? Being fast, efficient and effective is a key theme of our new five-year business strategy Faster, Higher, Stronger. To be efficient, Auckland Airport needs to effectively manage our operating costs, our capital expenditure programme and have an efficient mixture of equity and debt. In order to achieve this, the Board of Directors has proposed to return capital to our shareholders. Auckland Airport s strong performance over the last five years, including our successful property development and retail businesses and investments in other airports, means our mix of equity and debt is less efficient than it has been in the past. The capital return will improve Auckland Airport s balance of equity and debt, returning it to levels achieved in Auckland Airport is committed to providing critical airport infrastructure for New Zealand and is currently investing in an important upgrade to the domestic terminal as well as planning to deliver its 30-year vision of the airport of the future. The company remains well placed to deliver on these developments even with the return of capital. Auckland Airport values the funding flexibility provided by a stable A- credit rating and it is anticipated that the capital return should help retain such flexibility. This is important if we are to continue to invest in future growth opportunities for the benefit of our customers, Auckland and New Zealand. How will the return of capital actually work and how am I affected? One in every ten of your shares will be cancelled and in return you will receive $3.43 for each cancelled share. The amount you will receive per share is approximately equal to the closing Auckland Airport share price on the NZX immediately prior to the announcement of the capital return on 28 November If the number of shares you own is not divisible by ten, then the number will be rounded up to the nearest whole number of shares.

10 It is important to note that following the cancellation of shares, you will have the same proportionate shareholding and voting interest as before the return of capital. The following table illustrates this, assuming a shareholder holds 10,000 shares. Before Shares held 10,000 9,000 Share price on close of business before announcement $ Assumed share price after the capital return - $3.43 Value of shares $34,300 $30,870 Capital return cash payment to shareholders (subject to applicable withholding taxes) Value of shares and capital return $34,300 (shares only) After - $3,430 $34,300 (cash (before tax) and shares) Percentage ownership % % The tax consequences of the return of capital are set out in paragraph 3 of the Explanatory Notes to the Notice of Special Meeting. Shareholders are recommended to obtain independent tax advice on the effect of the capital return, based on their individual circumstances. What do I need to do? The capital return requires approval by at least 75% of the votes cast on the resolution at the special shareholders meeting. A proxy voting form accompanies this letter. If you are not planning to attend the meeting in person the proxy form should be completed and returned by 2.00 pm on Monday, 10 February If the return of capital is approved by shareholders at the special meeting, Auckland Airport will then seek final Court approval before completing the return of capital on or about 14 April The Auckland Airport Board unanimously and strongly recommends that you vote in favour of the capital return. Yours sincerely Sir Henry van der Heyden CHAIR

11 Special Meeting 2014 Admission Card / Proxy Voting Form The Special Meeting of Auckland International Airport Limited will be held at the Genesis Theatre, Vodafone Events Centre, 770 Great South Road, Manukau, Auckland on Wednesday, 12 February 2014, commencing at 2pm. If you propose to attend the meeting, please bring this Admission Card and appointment of Proxy/Corporate Representative form intact to the meeting as the barcode will assist in your registration. If you propose not to attend the meeting but wish to appoint a proxy, or if you are a company and you propose to attend, please complete and return this form as per the instructions overleaf. You can also appoint your proxy online as per the instructions. APPOINTMENT OF PROXY / CORPORATE REPRESENTATIVE For use if you will not attend the meeting but wish someone to represent you and vote on your behalf at the meeting I/We the above named shareholder/shareholders of Auckland International Airport Limited hereby appoint as my/our proxy/corporate representative of (FULL NAME OF PROXY) (FULL ADDRESS) Or failing that person of (FULL NAME OF PROXY) (FULL ADDRESS) to vote for me/us on my/our behalf as directed below and on any other matter to be put to the special meeting of shareholders of Auckland International Airport Limited to be held on Wednesday, 12 February 2014 at 2pm and at any adjournment or postponement thereof. VOTING INSTRUCTIONS (Tick only ONE box) Complete this section if you have appointed a proxy. Please note that if the shares are held jointly, the voting instructions given in this section are given on behalf of each joint holder. You must tick one box. If a box is not ticked, the vote will be invalid. PROXY RESOLUTION: FOR AGAINST ABSTAIN¹ DISCRETION² To approve the arrangement relating to the return of capital to shareholders 1 If you tick the Abstain box, you are directing your proxy not to vote. If a proxy does not vote on your behalf, your votes will not be counted when calculating the required majority. 2 If you tick the Proxy Discretion box, you are directing your proxy to decide how to vote on your behalf. SIGNATURE OF SHAREHOLDER(S): IF A JOINT HOLDING ALL SHAREHOLDERS MUST SIGN SIGNED THIS DAY OF 2014 CONTACT DETAILS (DAYTIME PHONE NUMBER):

12 NOTES 1. A shareholder of the Company who is entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. If you appoint a proxy you must either direct the proxy how to vote by ticking the For, Against or Abstain box or by ticking the Proxy Discretion box. If a shareholder does not tick any box then the vote will be invalid. 2. The chair of the meeting or any director is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose. To appoint the chair, enter The chair in the space allocated for the full name of the proxy. If you wish to appoint any director, enter that director s full name in that space. If you do tick the Proxy Discretion box, you acknowledge that he/she may exercise your proxy even if he/she has an interest in the outcome of the resolution. The chair and the directors intend to vote the proxies in favour of the resolution. 3. If you are joint holders of shares, each of you must sign this form. If you are a company, this form must be signed on behalf of the company by a person acting under the company s express or implied authority. 4. A corporation may appoint a person to attend the meeting as its representative in the same manner as it could appoint a proxy. 5. For this form to be valid, you must complete this form and produce it to the Company, or appoint your proxy online, by 2pm on Monday 10 February 2014, being 48 hours before the start of the meeting. You can produce it by any of the methods provided in the section below. 6. If this form has been signed under a power of attorney ( POA ), a copy of the POA (unless already noted by the Company or its registry) and a signed certificate of non-revocation of the POA must be produced to the Company with this form. 7. If you intend to attend the meeting and vote, please bring this form intact to the meeting as your admission card. The barcode is required for registration purposes. Your voting card will be handed to you when registering at the meeting. 8. If you have any questions regarding your proxy/corporate representative or meeting attendance please call Link Market Services investor helpline on ( ) between 8.30 am and 5.30 pm. PRODUCING YOUR PROXY / CORPORATE REPRESENTATIVE FORM: Please complete your proxy / corporate representative form and return to Link Market Services, in one of the following ways: ONLINE: Please go to one of the following websites to appoint your proxy online: HOLDERS ON THE NEW ZEALAND REGISTER: You will need to enter your holder number and FIN to securely access the website and then follow the prompts to appoint your proxy. HOLDERS ON THE AUSTRALIAN REGISTER: You will need to enter your holder number and postcode to securely access the website and then follow the prompts to appoint your proxy. MAIL: FROM WITHIN NEW ZEALAND: Please place in the enclosed reply paid envelope. FROM OUTSIDE NEW ZEALAND: Please place in the pre-addressed envelope, affix the postage from the country of mailing. DELIVER: Link Market Services Limited, Level 7, Zurich House, 21 Queen Street, Auckland, New Zealand. FAX: SCAN & meetings@linkmarketservices.co.nz (Please put the words Auckland Airport Proxy Form in the subject line for easy identification)

13 IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY CIV IN THE MATTER OF Part XV of the Companies Act 1993 AND IN THE MATTER OF AUCKLAND INTERNATIONAL AIRPORT LIMITED a duly incorporated company having its registered office at First Floor, 4 Leonard Isitt Drive, Auckland Airport, Manukau carrying on business as an airport owner and operator Applicant WITHOUT NOTICE ORIGINATING APPLICATION FOR ORDERS SANCTIONING ARRANGEMENT UNDER PART XV OF THE COMPANIES ACT NOVEMBER 2013 S P Pope / S E Fitzgerald Phone Fax PO Box 8 DX CX10085 Auckland

14 TO: The Registrar of the High Court at Auckland This document notifies you that Auckland International Airport applies FOR ORDERS: 1. Sanctioning the Arrangement set out in the Arrangement Document (a copy of which is annexed). 2. Declaring the Arrangement to be binding upon Auckland International Airport Limited ( Auckland Airport ), all its shareholders and all such other persons necessary with, inter alia, the effect that: a. One ordinary share ( Share ) for every 10 Shares in Auckland Airport registered in the name of each Shareholder (as defined in the Arrangement Document) at 5.00 pm on the Record Date (as determined pursuant to the Arrangement Document), together with all the rights attaching to those Shares, shall be cancelled. Fractions of a Share shall be rounded up to the nearest whole Share. b. Within 10 business days after the Record Date, Auckland Airport shall pay to each Shareholder $3.43 for each Share registered in the name of the Shareholder which has been cancelled in accordance with paragraph (a) above. 3. Dispensing with formal service on, and representation by, any person in respect of this proceeding or any application made under it. THE GROUNDS ON WHICH EACH ORDER IS SOUGHT ARE AS FOLLOWS: (a) (b) (c) (d) (e) (f) (g) (h) The board of directors of Auckland Airport has resolved to seek approval of the shareholders of Auckland Airport, and apply to the Court for sanction, in respect of an arrangement under Part XV of the Companies Act 1993 ( Act ). If approved by the shareholders of Auckland Airport, final orders in terms of section 236(1) of the Act will be required so as to make the Arrangement binding. As set out in the application for orders dispensing with service and representation filed herewith. By the date on which this application is determined, Auckland Airport will have complied with the initial orders made by this Court and the requirements of Part XV of the Act. The Arrangement is such that an intelligent and honest person of business acting in respect of his or her own interest would reasonably approve it. The Arrangement will not adversely impact Auckland Airport s creditors. As set out in the affidavit of Sir Henry William Van der Heyden sworn 29 November 2013 and the memorandum of counsel filed herewith. As set out in the updating affidavit(s) and memorandum of counsel, which will be filed following the special meeting of shareholders called to consider the proposed Arrangement. This application is made in reliance upon section 236 and 237 of the Act and upon rules 7.19, 7.20, 19.2(c) and of the High Court Rules. I certify that this application complies with the Rules. Dated 29 November 2013 S P Pope Solicitor for the Applicant This document is filed by SARAH POLLY POPE solicitor for the Applicant of the firm Russell McVeagh. The address for service of the Applicant is Level 30, Vero Centre, 40 Shortland Street, Auckland. Documents for service may be left at that address for service or may be: (a) (b) posted to the solicitor at P O Box 8, Auckland; or left for the solicitor at a document exchange for direction to DX CX10085.

15 ARRANGEMENT DOCUMENT Arrangement pursuant to Part XV of the Companies Act 1993 BETWEEN: Auckland International Airport Limited and the holders of ordinary shares in Auckland International Airport Limited 1. INTERPRETATION 1.1 In this document, unless the context otherwise requires: Auckland Airport means Auckland International Airport Limited. Business Day means a day on which the stock exchange operated by NZX is open for trading. Record Date means 7 April 2014, or the 10th Business Day after the date on which the final order from the High Court of New Zealand is made pursuant to section 236(1) of the Companies Act 1993 sanctioning the arrangement, whichever is the latest. Share means an ordinary share in Auckland Airport. Shareholder means each person who is registered in the share register of Auckland Airport as the holder of a Share at 5.00 pm on the Record Date. 2. ARRANGEMENT 2.1 One Share for every ten Shares registered in the name of each Shareholder at 5.00 pm on the Record Date shall be cancelled (together with all the rights attaching to those shares). For this purpose, fractions of a Share shall be rounded up to the nearest whole Share. 2.2 Within 10 Business Days after the Record Date, Auckland Airport shall pay to each Shareholder $3.43 for each Share registered in the name of the Shareholder which has been cancelled in accordance with clause 2.1.

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