WAV/RULE: AIA: Application for waiver from NZSX Listing Rule 7.11.1

3 Mar 2010 8:30 am

AIA 03/03/2010 WAV/RULE

REL: 0830 HRS Auckland International Airport Limited

WAV/RULE: AIA: Application for waiver from NZSX Listing Rule 7.11.1

NZX Regulation Decision Auckland International Airport Limited Application for waiver from NZSX Listing Rule 7.11.1

Background

1. Auckland International Airport Limited ("AIA") is listed on the NZSX market. 2. AIA intends to adopt a dividend re-investment plan ("DRP"). 3. Under the terms of the DRP, applications to participate are required to be submitted by the Record Date for the relevent dividend. 4. The price at which shares will be issued under the DRP is the volume weighted average price calculated over a period of 5 trading days immediately following the Record Date, less any discount determined by the Board of AIA.

5. NZSX Listing Rule 7.11.1 ("Rule") requires AIA to proceed to allotment within 5 Business Days after the latest date on which applications for Securities close, i.e. the Record Date in the case of the DRP. However, in respect of the DRP, this leaves insufficient time for allotment as the price of shares to be issued under the DRP cannot be determined until the expiry of those 5 Business Days.

Application 6. AIA has applied for a waiver from the requirement in Rule 7.11.1 to proceed with an allotment of Securities within 5 Business Days after the latest date on which applications for Securities close, with respect to shares issued under the DRP. 7. In support of the application AIA submits that: (a) it seems unnecessary to require DRP shares to be allotted any earlier than payment of the dividend; (b) if the waiver sought is not granted, the proposed DRP could not operate as it is intended. The price for the shares to be issued under the proposed DRP is set based on the trading price of AIA shares for a specified trading period after the relevant Record Date; (c) there is precedent for the waiver sought: similar waivers were granted by NZXR to ING Property Trust on 14 September 2006, Macquarie Goodman Property Trust on 17 August 2006, ING Medical Properties Trust on 15 August 2008 and to Freightways Limited on 13 August 2009.

Rule 8. Rule 7.11.1 provides that: An Issuer making an issue shall proceed to allotment within five Business Days after the latest date on which applications for Securities close.

Decision 9. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR grants AIA a waiver from Rule 7.11.1 with respect to shares allotted under the DRP on the following condition that AIA allots shares pursuant to the DRP on the same day that dividends are paid to shareholders who do not elect to participate in the DRP.

Reasons 10. In coming to the decision to grant AIA a waiver from Rule 7.11.1 NZXR has considered the following matters: (a) Unlike an IPO, allotment pursuant to a DRP is not linked to the closing of the offer. (b) The condition in paragraph 9 gives effect to NZX's policy of ensuring that subscribers have the benefit of their investment without inappropriate delays. Accordingly, no shareholders will be prejudiced by the granting of this waiver. (c) There is precedent for this decision in the waivers granted by NZXR to ING Property Trust on 14 September 2006, Macquarie Goodman Property Trust Limited on 17 August 2006, ING Medical Properties Trust on 15 August 2008 and to Freightways Limited on 13 August 2009.

Publication 11. AIA has requested that its application, and any decision of NZXR, be kept confidential until the DRP is announced by AIA. NZXR grants this request in accordance with the policy contained in footnote 1 to Rule 1.11.2.

ENDS End CA:00191998 For:AIA Type:WAV/RULE Time:2010-03-03:08:30:28

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