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THOMSON REUTERS STREETEVENTS
       EDITED TRANSCRIPT
       AIA.NZ - Auckland International Airport Ltd Annual Shareholders
       Meeting

       EVENT DATE/TIME: OCTOBER 30, 2018 / 9:00PM GMT

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

CORPORATE PARTICIPANTS
Adrian Littlewood Auckland International Airport Limited - CEO
Brett Alan Godfrey Auckland International Airport Limited - Independent Non-Executive Director
Dean R. Hamilton Auckland International Airport Limited - Independent Non-Executive Director
Henricus Wilhelmus van der Heyden Auckland International Airport Limited - Former Chairman of the Board
Mark Thomson Auckland International Airport Limited - General Manager of Property
Patrick Clifford Strange Auckland International Airport Limited - Chair of the Board
Tania Joy Te Rangingangana Simpson Auckland International Airport Limited - Independent Non-Executive Director

CONFERENCE CALL PARTICIPANTS
Guy King

PRESENTATION
Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Good morning, ladies and gentlemen. A very warm welcome to our 21st Annual Meeting of Auckland International Airport. For those who don't
know me, my name is Henry van der Heyden, and believe it or not, this is my last annual meeting as chair. We have a quorum. I'm not sure how
many people are here, but a quorum under our Constitution is 5 shareholders. So I can assure you that we have more than 5 shareholders here.
Also, today, there is a live webcast and that's for all those people that are unable to attend here in person. So we've got a number of our shareholders
online, and it's actually provided by our share registry. So it's great to have those people online with us today, and the will have the ability to send
questions through. I've got a screen in front of me, and those online can type questions through, and I will read them out and we will be able to
answer them.

Just some of the procedural matters for the annual meeting. For those shareholders who want to ask questions, make comments, please just say
who you are, because we do need to check that you're a proxy holder or a shareholder. And I'm sure, you will be. There will be a roving microphone,
so just put your hand up. We've got a good number of people with roving microphones, so we'll make sure we get a microphone through to you.

What I plan to do is probably take the first 1 or 2 questions online, and then we'll move to the audience here.

Also, with us today are our auditors, Deloitte. Also, our legal advisers, Russell McVeagh; and our registry people, Link Market Services. So a warm
welcome to them also. What I'd like to do is have all the voting -- it will be by a way of poll, and that will happen at the end of the meeting once
the meeting is closed. So once the meeting is closed, you'll be able to vote. There will be voting boxes here, so you just put your voting papers in
there once you walk out for lunch. So what I'd like to do now is introduce everybody on the stage, and I'm going to start on my right hand side,
which is your left-hand side. So Adrian Littlewood, our CEO; Patrick Strange; Justine Smyth; Brett Godfrey; Julia Hoare. Now moving across to my
left-hand side, which is your right-hand side, Morag Finch, who is our acting Company Secretary; James Miller; Christine Spring; and Mark Binns.

So notice of meeting was sent out to all our shareholders on the 28th of September. And part of the notice of meeting was the auditors of the
company was also posted on our website on the same day. The financial statements for the year ended 30th of June, 2018, and the audit report
are included in the annual report, which is available online. And like I said earlier, Deloitte are here. So if anybody's got any questions, feel free to
ask questions on any audit matters. So what I'm going to do, I'm going to do -- give a very brief address, then I'm going to hand over to Patrick
Strange. So Patrick and I will deal with the big picture issues, and then we'll hand over to Adrian and he will take you through a review of our
financial year. Once we've gone through those addresses, I will deal with all the resolutions and then we will open up for questions and comments
and any items of general business.

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

Shareholders, it is again my pleasure to present the Chair's report at this annual meeting. As you will know, this is my final meeting. Because of this,
we'll be doing something a little different. I will start the Chair's report and focus on the key highlights for the year before handing over to incoming
Chair, Patrick Strange, who will talk to you about our future plans.

In the past year, we have continued to deliver on our infrastructure plans, successfully reshaped our business to meet the demand and unprecedented
growth in past year numbers and the changing travel and trade markets. In particular, we have focused our -- we have reinforced our focus on
business in New Zealand. This has been achieved by the sale of our stake in North Queensland Airports, the investment in new transport projects
and the rollout of new operations and service initiatives. Another key priority has been taking care of customers during our $2 billion aeronautical
infrastructure development program, one of the most significant in the country. As we enter an era of sustained capital investment, I am pleased
to announce that this year, we continue to make material progress, reached key milestones in our investment program, all with the endeavor to
provide a seamless experience for our customers and passengers. We have reviewed and clarified our 30-year vision for the airport of the future.

Over the year, the board has worked closely with the leadership team to ensure our approach is robust and considered. The end result is a strategy
that represents the interest of the business, the communities we serve, our customers and you, our shareholders. In one word -- if one word was
to sum up 2018, it would be change, not only the significant change underway at the airport but also that in the wider operating environment.
The aviation market continues to be dynamic, with many changes through 2018 as airline alliances and network planes evolved. Changing routes,
ability and choices for customers. I'm pleased to report that we have responded well, having taken a long-term view by continuing our planned
program of infrastructure investment rather than being concerned with the airline business models of the day.

As I reflect on my last 9 years in the role, it is the work we have done as part of our local community and the commitment we have made to South
Auckland and the wide Auckland region that I'm most proud of. It's now more important than ever as we enter this period of ongoing development
and we continue these efforts to be a good neighbor and active and responsible member of our community. I'm pleased to report that our objective
of sharing the benefits of our business with our community continues to gain momentum. Again, the share we have created, hundreds of new
jobs and provided invaluable training, employment opportunities and scholarships. In 2018, the airport was recognized for its environmental
commitment, a great recognition for the importance we placed on ensuring the long-term health of our business by minimizing our impact on
the environment.

We are now in an era where the company's social license to operate is as fundamental to the end customer as the service or product it sells. Therefore,
it is important that we continue to lead from the front with the ongoing corporate social responsibility activities. Let me now turn to the 2018
numbers.

Pleasingly, our total number of passengers increased by 5.7% to 20.5 million. International passengers were up 4.7%, international transit passengers
were marginally down by 1.2%, and domestic passengers were up 7.7%. These increasing numbers are reflected in our financial results and support
our significant infrastructure investment.

In 2018, our revenue was up 8.7%. Operating EBITDAFI, up by 7% to $506.4 million. Total profit was up 95.3%. This was largely driven by the AUD
370 million sale of our North Queensland Airports. The proceeds of which will be used to invest in core aeronautical infrastructure as well as reducing
some debt. Underlying profit was up 6.2% to $263 million. That continued performance has enabled us to provide you, the shareholders, with a
total dividend of $0.217 per share, up 6.1% on the previous financial year. Underlying earnings per share increased 5.8% to $0.22, and our 5-year
average total shareholder return was 20.7%. I'd like to thank everyone of the team who has helped deliver another year of positive growth for the
business and shareholders.

Before moving on to governance matters, I'd like to take the opportunity to say that it's been an honor to serve on the board and as Chair of
Auckland Airport on your behalf over the past 9 years. I'd like to acknowledge the hard work and dedication of everyone who works at Auckland
Airport, led by Adrian and his management team. I've always been impressed by our people. They're by far and away, our most important asset.
They're what allows the airport to operate 24 hours, 365 days a year. Thank you all on behalf of the shareholders for the ongoing contribution you
make to the success of Auckland Airport. To my fellow board members, past and present, it's been a great privilege working alongside you, and
our shareholders are well-served by their commitment and their focus. I'm proud of the work that the airport has done and will continue to do,
ensuring Auckland and New Zealand's prosperity and well-being. I know the company's best days are ahead of it.

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Shareholders, I'd like to conclude my part of the address by making a few governance comments. James Miller is also retiring from his time on the
board. This is his last Annual Meeting as a director of the company. Thank you, James, for your significant contribution since joining the same time
as I joined in 2009, particularly in your role as a Chair of Auckland Airport's Audit and Financial Risk committee. And of course, as mentioned in last
year's meeting, Michelle Guthrie stepped down in March this year after 5.5 years on the board. Again, we'd like to thank Michelle for her valuable
contribution. The directors have unanimously endorsed the nominations of Tania Simpson and Dean Hamilton. The board acknowledges the extent
of experience they both bring to the company.

Dean will bring considerable commercial and financial markets experience to the airport, while Tania's significant governance experience will
greatly assist us. As usual, I finish by confirming, we expect FY '19's underlying profit after tax to be between $265 million and $275 million.

Guidance, we'll deliver underlying earnings per share growth of 1% to 4.5%.

I will now hand over to Patrick who will be Auckland Airport's next year. The airport will no doubt benefit from his deep experience and complex
infrastructure businesses as he works to build the airport of the future. Thank you very much.

Patrick Clifford Strange - Auckland International Airport Limited - Chair of the Board
Good morning, everybody, and thank you, sir Henry. As sir Henry has mentioned, it's his and James' last day after 9 years. And looking back over
this huge transformation of the airport over those 9 years while you 2 have served, I have to say, you've set a pretty high bar for the incoming
directors. It's now a different company, the value you've created for New Zealand, for Auckland and not least for you, shareholders, which you'll
see in your return over those years is outstanding. So on behalf of the company and the shareholders, thank you both. I do look forward to working
with my fellow directors and with Adrian and his team to continue to deliver for our customers, our stakeholders and especially you, our shareholders.
Henry's talked about some of the highlights of the past year, I'd just like to briefly look forward. In May this year, the Board of Directors endorsed
a continuation of our 2013 Faster, Higher, Stronger strategy for the period at least through 2022. This will see us focus on growing travel and trade
markets, strengthening our consumer business, becoming fast, efficient and effective in the work we do and investing for further growth. Certainly
for the foreseeable future, we're going to be in a phase of elevated investment. But it's not just in physical assets, we're also aspiring to continue
to improve the service we provide to our airline and traveling customers. And the core element of that will be continuing to invest in the capability
and commitment of our people who really are at the core of what we do and our success. And while we grow, we will do our utmost to live up to
the high expectations all our customers have of the Auckland Airport experience. Certainly, building new roads and terminals and infrastructure
can be disruptive, that's unavoidable. But our focus as an organization will be to be upfront about changes and to deliver on our promises. We aim
to operate a vibrant, dynamic and competitive aeronautical market to connect Auckland and New Zealand to the world, and to continue to strongly
grow sustainable trade and tourism for this country. And importantly, we want to do it in a way which adds value to both you, our shareholders,
and the community. Thank you. I'll now hand over to Adrian.

Adrian Littlewood - Auckland International Airport Limited - CEO
Thank you, Patrick and Henry, and (foreign language) to everyone. It's great to see you all here. Sir Henry has shared some of the highlights or
headline results from 2018, it's my privilege to share some more detail and color on the past year.

Sir Henry talked about a theme of change and I'd like to extend that one through one of transformation, for the past year has been really one of
ongoing transformation throughout our business. Transformation in our business runs at several speeds, not just 1 speed. In our tourism and
aviation business for example, it can happen almost overnight, as new routes open up, new alliances dissolve and reform or obviously, as regulators
impose new rules upon our ground operations. And in the past year in 2018, we've seen exactly all those changes take place with the Emirates
withdrawal on the Tasman, Virgin and Air New Zealand going through a divorce. And our team have shown themselves to be nimble and able to
quickly respond to whatever those changes have been. In a different context but at a similar speed, our consumer business has been quickly
transforming to meet our customers' new expectations through the development and launch of the mall, the full click and click online retail channel,
offering up to almost 2,500 products at launch and soon to be extended. This service now brings together our online, retail, loyalty, service activities
together. And we do believe it is one of the most advanced in the world and we've actually just been posting various international airports you all

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know well to come and see what we have done. Our ongoing investment in new technology has also allowed us to continue improving our customer
service and other areas. For example, you can now get real-time information on processing queue times in our app and plan your trip to the airport.
We've also launched an artificial intelligence-based online assistant called Ava, which can answer your most common questions for the airport.
We've also invested in an important amenity like our WiFi network, so we can improve the performance of Internet access for our traveling public
and extend free access for our customers. So there's no question that the speed of change in our business has accelerated as it has for all businesses,
actually. And with it, so has customer and community expectations. So while we've embraced that change and that pace, it changed our business
accordingly. Transformation and core infrastructure, as Henry and Patrick highlighted, takes longer, is complex and lasts for decades, so important
to get right. Several years ago, we started out on a multiyear transformation of our core infrastructure at Auckland. And in the past year, their
program was has gained real pace. When we initially set out on this upgrade path, no one had predicted it and certainly, we didn't. The airlines,
government, regulators, the unprecedented rate of change in travel and tourism markets, and you can see it on the slide here. And when we see
prices in 2012 for our -- in our infrastructure plan that went with it, and the period immediately following that in the last 6 years, passenger numbers
have grown at 44% just in a short period of time, far faster than anyone predicted. So our $2 billion upgrade program announced middle of last
year, calendar year, signals our strong commitment to supporting that growth and delivering the infrastructure that New Zealanders can be proud
of but naturally, it takes them to deliver. And look, we're not alone in this challenge. Airports all over the world are facing similar challenges in
response to the global growth in tourism and travel. The Center For Aviation, which is called CAPA, a global consultancy sees through -- is at least
as they count, NZD 1.6 trillion worth of investment planned in airports around the world in the coming decades. And that's just what they've
counted, let alone more to come. A similar smaller story, although in a much smaller scale can be seen in the Wakatipu Basin where Queensland
Airport has also been growing fast and is working how should this provide infrastructure to support the requirements of South Island -- the South
Island area for the long term. You can also see that in many small airports around New Zealand as well. So while the transformation and infrastructure
can seem slower relative to other change in the other parts of our business, it has been gathering real momentum in the past year. Major projects
that have been in development over the past years and you might have walked past many times as you walk through our terminals have now been
completed or are close to completion. And both we and our customers are already seeing the benefits of those investments. In the past year, we've
opened the almost 12,500 square meter Pier B International Terminal's pier extension. This has immediately dropped international busing of
passengers down to around 3%. We have -- we completed as at the end of the financial year, 90% of the International Departures Terminal upgrade
which includes new processing, new toilets, common area, a lot of new retail stores, dining options. And in fact, the team sent me some photos
from this morning when we actually opened the final stage of that, with a few more retail stores to come. It looks fantastic.

We've also invested in new roads, bus lanes, intersections and new technology to manage traffic flows throughout the day. And these changes are
actually having real impact when they complete. For example, you might be surprised to learn that through the changes we've put in place in the
last year, we've managed to pull or drop traffic flows at peak on the domestic forecourt by 45%. We also launched and won awards for our new
Strata Lounge for customers who want to pay for premium experience or those airlines who aren't aligned to a lounge themselves or for those
airlines who are running out of space, and that's going incredibly well. We've also continued to invest an awful lot of time and planning and resource
into critical infrastructure like our second runway or our major new terminal project such as the new domestic terminal for international arrivals.

Is it now stands in the past few years alone, I think it was only 3 years, we have either built or refurbished 50,000 square meters of terminal space.
Now just to build a bit of context around that, that's equivalent to 1.5x the new International Convention Center in Auckland that is still being built,
and with a lot more to come. So this is a major program that we have in plan but a lot has already taken place in the last couple of years.

So we recognize with the change ahead of us, it will require us to take great care of the 56,000 customers that pass through on average every day
at Auckland Airport. Our team at the airport is always looking for new ways to make travel easier for people, and this requires investing time with
airlines, ground handlers, border agencies to ensure the whole system, not just the parts we look after, performed at high standards. And so we
will continue to invest time with them but also invest in new technology like mobile and remote check-in, new baggage systems, security processing
and service tolls as well as bringing more of our people into the terminal to support customers while they travel through. Despite those significant
works underway, last year, we were able to maintain our customer service scores above 4 out of 5, based on the globally-recognized Airport Service
Quality survey. More widely, our reputation was also recognized in the Colmar Brunton survey as one of New Zealand's Top 10 Corporate Trusted
Brands for the second time in a row. It was this focus on New Zealand and in particular, the development at Auckland that led us to sell our stake
in North Queensland Airports, which Henry mentioned. It happened and was completed earlier this year. And so while airport investments are
highly prized in the investment community globally, our strategy in energy was clearly focused on New Zealand. It was the right time to sell and
our team, I think, did an amazing job of securing a great result for the company and for you, shareholders. With a sale price almost 3x our original

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

purchase even without accounting for dividends in that period. This sale has helped to further strengthen our balance sheet as we head into our
investment cycle in Auckland. While we often talk about the scale and complexity of investment at Auckland, we also recognize that the change
in growth of Auckland Airport relies on us playing our role one of New Zealand's major corporates in mitigating our impact on the environment
as well as maintaining the support of the community, as Henry mentioned. In the past year, we've continued to focus on reducing our impact on
the environment by investing in new energy management systems to drop energy used per passenger, which is now down 33% over the last 5
years; reduce waste to landfill, which is now down 27% over the last 5 years; and help our partners like our airlines to reduce carbon emissions
through the rollout of new ground power connections, which minimize engine use on the stand.

Reflecting this effort and these outcomes, we have received some major recognition in the past year with us being the first airport in the world to
set a publicly-disclosed carbon reduction target based on the U.N.-endorsed Science Based Targets initiative. We were also recognized locally in
New Zealand by Enviro-Mark as one of New Zealand's top carbon reducers in 2018.

Alongside that impact from the environment, we also continued to support our community and share those benefits of growth with how our
community ramped the airport. Our Ara Jobs and Skills Hub, which we like to talk about, continues to thrive and another 215 jobs are placed in
the last year and over 1,000 training courses run. In response to the strong demand from local companies looking for staff, we've now extended
this program beyond construction into logistics, retail and hospitality sectors. With over 80% of these jobs being placed from people out of South
Auckland, there's no doubt that Ara will make a difference for generations to come.

One other area which we don't talk about a lot is our support for the other community organizations in South Auckland. Auckland Airport supports
a very wide variety of social organizations across a range of programs. We have a staff program where staff get to select and provide targeted
support, financial support and time to small social service groups like the Oaklynn Special School. We also have our 12 days of Christmas campaign
where we distribute $120,000 ahead of Christians to 10 local organizations like Dress for Success. And we also have the Auckland Airport Community
Trust, which we have provided $4.5 million to since 2003 to enable installation of noise insulation for residents who live close to the airport but
also provide support for community organizations. I had the privilege 2 weeks ago to sit at the trust's AGM and hear about the 12 organizations
who received a grant in 2018. Now I have to say, it's very humbling to hear about the work these organizations do in our communities and how it
changes lives. We heard from one group called CAP, Christians Against Poverty, helping deliver local families out of crippling consumer debt and
permanently changing their approach to budgeting through financial coaching. Another group called Littlemore distributing donated baby clothing
and equipment to local mums to ensure young kids get the best possible start in life. These organizations, I believe, play a critical path in gluing
our society together, and I believe as shareholders, you can be proud that your company is helping these organizations to make South Auckland
a happy, healthy and prosperous place to live and work.

Ladies and gentlemen, I want to finish just by recognizing a few people, and I want to start with our fantastic team at Auckland Airport. As Henry
said, our success is very much due to the effort they put in everyday, no matter what challenges are thrown at them. We do take pride in being a
good employer and we've continued to focus on the safety, the well-being and development of our people in the past year. Our never-ending
focus on safety has continued -- seen continued improvement in safety performance outcomes, which is the measure we look at, and that's playing
a greater role in influencing the safety of thousands of workers and hundreds of different businesses right across the airport community. As you
know, there are probably about 15,000 people at work on our land.

We've made changes also to our pay policies through our pay equity review to ensure staff are properly rewarded for their skill and experience,
and that no one here bias is evident in remuneration. And we've also ensured that our top performers are recognized through our new scheme to
reward high and consistent performance throughout the year. So I wanted to sincerely thank my team here and the wider Auckland Airport team
for their huge effort in the last year.

Lastly, I wanted to thank the board for their support during the year. Your support and guidance is greatly appreciated by all our team. I'd also like
to acknowledge and thank Michelle Guthrie, who retired from the board early this year. And also, my thanks to James Miller and naturally, just to
Henry, who was our Chair for the last 5 years, who's been a great supporter and guide for me personally. My sincere thanks to both of you, and I
think you're going to leave the board, as Patrick said, with a real sense of satisfaction around the change in your time at Auckland Airport.

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

On behalf of the management team, I'd also like to offer our welcome to Patrick into the role of Chair. I know the team is really looking forward to
working with you and the rest of the board, including the prospective Directors, Dean and Tania, as they join our board. And finally, this is truly
finally, I wanted to extend my appreciation to you, our shareholders, for your continuing support for the company, as we continue to develop,
deliver and transform Auckland Airport over the coming years. Thank you.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Thank you, Adrian. And I want to say thank you to Adrian and Patrick for your kind words. They are appreciated, and I'm sure I speak on behalf of
James Miller also, so thank you very much.

Okay, what I'd like to do now is move into the resolutions. So the next slide that comes up, and this is just for absolute transparency and openness,
so we've actually got all the same information when we put the resolutions through when we deal with the resolutions. So at the time proxies
closed 5:00 p.m. on Monday, we had received just over 1,000 proxies representing 522 million or just over 522 million shares. And you can see all
the resolutions here, I won't read them all out. So 7 resolutions that we're dealing with today, so you can see the proxies that people are sitting on.

Okay. So what I'd like to do now is move to the resolutions. So the first resolution is the reelection of Patrick Strange. So Patrick was appointed as
a Director of the company in 2015. So he's been on the board for just over 3 years. He is the Chair of the company's Terminal Development Project
committee, a very important committee. So once he takes over the Chair's role, that position will be taken over by Mark Binns. And he also was a
member of the company's People and Capability committee and the Safety and Operational Risk committee. So the board unanimously recommends
that shareholders vote in favor of Patrick's reelection. He is considered by the board as an independent Director of the company. I'll ask Patrick to
come forward. Thank you, Patrick.

Patrick Clifford Strange - Auckland International Airport Limited - Chair of the Board
Thanks, Henry, and thank you for the opportunity to continue to represent you on the airport board. My background is well summarized in the
notice of meeting, so I will not repeat it now. It's certainly an honor to be supported by the board for reelection. We have challenges ahead to
ensure we continue to provide New Zealand, our airline customers and our visitors and users an outstanding international gateway while continuing
to bride you, our shareholders, with outstanding value. As you've heard today, we do face the challenge of expanding our facilities to handle
growth, and that is of crucial importance in the upcoming period. But I think it's equally important we keep driving for that ongoing quality growth.
We must not take our eyes off that imperative. And I'll certainly do all I can if reelected to work with my fellow directors and our management team
to succeed on these challenges. I'm also Chair of Chorus and a Director of Mercury, so I have the last 10 days or so, retired as the Director of NZX
Limited, just to make sure I have all the time necessary to devote to the airport. Thank you very much.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Thank you, Patrick. So I'd like to move that Patrick Strange be reelected a Director of the company. May I have a seconder please? Okay, thank you.
So what I'd like to do now and maybe I'll keep Patrick up here and I think must back up. I will open up for any comments, any questions. Anybody
who would like to ask Patrick anything? Yes. We'll just wait for the microphone. It's coming across, there's one here.

Unidentified Shareholder
Jenny [Mary Lee], shareholder. I'm very pleased to [second you], sir. But what I wanted to ask is what is your original area of expertise? One of you
people is a lawyer, another one is an accountant...

Patrick Clifford Strange - Auckland International Airport Limited - Chair of the Board
I was trained at Auckland in engineering, and I have a PhD in engineering at Auckland. Thank you.

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Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Okay, thank you. Any other comments or questions for Patrick? If not, thank you. So voting will take place by poll, as I mentioned earlier, and we'll
do that just before the conclusion of the meeting. So I'd like -- if there's no other questions, I can't see anybody with their hands up. So what I'd like
to do now is move to resolution #2, which is the reelection of Brett Godfrey. So Brett was appointed a Director of the company in 2010. Brett, like
Patrick, is also a member of the company's People and Capability committee and the Safety and Operational Risk committee. Like Patrick, the board
unanimously recommends that shareholders vote in favor of Brett's reelection. Like Patrick, he's also considered an independent nonexecutive
director. So I'd like to call Brett forward. Thank you, Brett.

Brett Alan Godfrey - Auckland International Airport Limited - Independent Non-Executive Director
Thank you, sir Henry, and good morning, everyone. I'm an Australian and a chartered accountant. And whilst they may not be the most endearing
attributes to put before you to seek your support today, I'm also a former airline Chief Executive and Deputy Chair of the Australian National Tourism
Board. I feel these roles and my experience and my career have enabled me to present a set of skills that are required on our board that complement
your remaining board members. And so, I offer myself and respectfully seek your support to be reelected to represent you for another term. Thank
you.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Okay. I'd like to move that Brett be reelected as a Director of the company. Is there somebody prepared to second? Okay, thank you. Appreciate it.
So we'll open up for questions or comments. They didn't mind you being Australian. Is there a question? Okay, thank you.

Unidentified Shareholder
Michael [Shroff], a shareholder. Is this working? Just a question. What was your -- I seem to remember you. Which airline where you the head of?

Brett Alan Godfrey - Auckland International Airport Limited - Independent Non-Executive Director
Virgin Australia.

Unidentified Shareholder
And which years?

Brett Alan Godfrey - Auckland International Airport Limited - Independent Non-Executive Director
From -- well, 1999 to 2010.

Unidentified Shareholder
And do you have any comment on the current situation with -- well, the pull out from Virgin in New Zealand?

Brett Alan Godfrey - Auckland International Airport Limited - Independent Non-Executive Director
No, not really. And only because I feel that's for the current management and board to consider.

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Thank you. Okay, thank you. Okay, I'd now like to move to resolution #3, the election of Mark Binns. Again, the board unanimously recommends
that shareholders vote in favor of Mark's election as a Director of the company. Just a very quick comment on Mark. So Mark was appointed as a
Director of the company by the board in April this year and now offers himself for election by shareholders. I'm sure Mark's known to many of you.
He has extensive experience in infrastructure and governance and he's been closely involved in many of New Zealand's largest infrastructure
projects in his role as CEO during New Zealand's largest IPO. And I'm sure you're all agree that these skills and attributes will greatly benefit our
board. And like Patrick and Brett, Mark is also considered as an independent Director. The floor is yours, Mark.

Mark Thomson - Auckland International Airport Limited - General Manager of Property
Thank you, sir Henry. You probably said it all and stolen my speech. Given the original question and I should have let -- that I did start life as a lawyer
and acknowledge that, that doesn't really qualify me for much. But it got better and in the early -- my early 30s, I moved to Fletcher's. Fletcher
Challenge became Fletcher Building and had roles that were basically in construction and heavy building materials. At the end of 2011, I moved
to Meridian. Meridian Energy, which was slated for partial privatization by the government and put the company through the IPO. So in summary,
I believe I have some construction skills, some general management skills and some knowledge about how capital markets work that will be of
some value to the company in the future. And I trust that you'll accept me for reelection. Thank you.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
And so I'd like to move that Mark be elected a Director of the company. May I have a seconder? Thank you very much. I appreciate it. So we'll just
open up for any comments and questions, and I'm happy to take questions now online also. Yes? We'll just get a microphone through to you.

Unidentified Participant
I don't think I will need to -- if I may say so. A very simple question. Would you please tell the meeting the number of other companies you're a
Director of?

Mark Thomson - Auckland International Airport Limited - General Manager of Property
Sure. I am a Director of Metlifecare. That is the only other public company that I am involved with. I'm a Director of Crown Infrastructure Holdings,
which is the old Crown Fibre Holdings. And I am a Director or a trustee of the Auckland Memorial Museum. I have but some private companies,
make up a private company, which I am an investor and a Director.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Okay. Any other questions or comments for Mark? Thank you. Okay, I would now like to move to resolution #4. So it's the election of Dean Hamilton.
Again, the board unanimously recommends that shareholders vote in favor of Dean Hamilton's election as a Director of the company. So Dean was
nominated to be appointed as a Director of the company by the board in September. He now offers himself for election by shareholders. Just a
little bit about Dean's background. So he comes to Auckland Airport with significant experience, running large organizations and a wide range of
stakeholder -- and a wide range of stakeholders experience as well as a deep understanding of finance and capital markets. Like everyone else, he
will be -- he is considered by the board an independent nonexecutive Director. So come forward, Dean.

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

Dean R. Hamilton - Auckland International Airport Limited - Independent Non-Executive Director
Thank you, Sir Henry. Good morning. I certainly appreciate the opportunity to be considered for a role as a director of Auckland Airport. I believe,
if elected, my experience commercially, operationally and in finance markets will make a positive contribution to the governance of the airport.
I've been fortunate to hold a number of senior executive roles in my career so far, the most recent one being CEO of Silver Fern Farms. It's a large
business with some $2 billion of revenue. We had 7,000 staff and around 16,000 suppliers. And the relevance of that is it's a large, complex business
like the airport is. We had multiple stakeholders, be that staff, be that suppliers. We lived and worked in 28 communities from (inaudible) to
[Balclutha]. So I understand the role in which we played in the community. We were the largest employer in all of those communities. And we also
had a lot of interaction with government, be that with work safe or MPI. So a large number of stakeholders that we sought to balance. So I believe
my experience in leading that organization will hopefully contribute positively to the governance of the airport, if elected.

Prior to my Silver Fern Farms role, I was 12 years with Deutsche Bank as an investment banker. Most recently, the most -- last 7 years of that I was
in Melbourne running their investment banking business there, covered a wide range of industries and topics, including capital management
advice to boards and CEOs, M&A advice, new equity, new debts. So a very broad range of capital markets experience. As I look at the airport from
the outside, they're entering an exciting phase of spending $2 billion to create a world-class precinct. I believe my experience in capital management
can and would make a positive contribution to the debate around how that is funded.

I sit on 2 other boards. I sit on the board of Fulton Hogan, and I sit on the board of Tappenden Holdings Limited. I would welcome the opportunity
to be a director of Auckland Airport, and thank you for your time today.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Okay. Thank you, Dean. So I move that Dean Hamilton be elected a director of the company. May I have a seconder?

Okay. Thank you. Appreciate it. Okay. We'll open up for any questions or comments from the floor. I can't see anyone. Okay. Thank you, Dean.

I'd like now to move to resolution #5, the election of Tania Simpson. Again, the board unanimously recommends that shareholders vote in favor
of Tania -- of Tania's election as a director of the company. Tania was nominated to be appointed as a director of the company by the board in
September and now offers herself for election by shareholders.

She brings extensive governance experience. Presently, she's a Director of the Reserve Bank, Ngai Tahu Tourism, Tainui Group Holdings and was
a Director of Mighty River Power. Tania is also a board member of Global Women and a member of the Waitangi Tribunal. She is considered by the
board to be an independent nonexecutive director, and I ask Tania to come to the podium.

Tania Joy Te Rangingangana Simpson - Auckland International Airport Limited - Independent Non-Executive Director
(foreign language) Thank you, Sir Henry. It's my pleasure and privilege to present myself and my credentials before you today. I've worked in
governance for the past 20 years, and my early career started off in the government sector and working in public policy. But I went on to spend
some time in a merchant bank in Auckland and they introduced me to the commercial sector. They exposed me to share trading, property
development and forestry and other commercial investment. And subsequently, I became a Director of Mighty River Power, now Mercury Energy,
for 14 years, including in the early phases of becoming a publicly listed company. As Sir Henry has said, currently a Director of the Reserve Bank
and Tainui Group Holdings as well as Ngai Tahu Tourism.

Matters of national significance are also important to me. I'm the Deputy Chair of the Waitangi National Trust, which looks after the Treaty Grounds
in Waitangi, and some of my roles relate to climate change and conservation.

I recognize Auckland Airport as a company of national importance that manages the gateway to our nation, and it's the first point of contact for
many of our inbound visitors to New Zealand. And I imagine that these qualities of national significance are important to shareholders alongside
delivering strong financial results.

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

If I'm elected, I will add my part to ensuring continuity and stability of governance and performance for Auckland Airport as well as supporting the
current board to deliver on the financial and other commitments made to shareholders. As an Auckland Airport Director, my priorities will be to
get up to speed fast and become a productive, contributing member of the board to support the CEO and the management team in respect of a
range of matters, including any iwi and environmental matters as well as the more general commercial and governance aspects; to ensure a good
support and stability for the management team; to make a strong and maintain a share strong -- a strong share price for the shareholders; and to
continue to develop Auckland Airport as an asset of national significance and something that we can all continue to be proud of.

So I thank you for your time, and I thank you for your support.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Okay. I'd like to move that Tania Simpson be elected a director of the company. May I have a seconder, please?

Okay. Thank you. Appreciate it. Thank you. Okay. We'll open up for any comments or any questions. In the back there?

Guy King
My name is Guy King, a shareholder. Thank you, Mr. Chairman, for giving me this opportunity. Tania, I have read your background and what you've
done with great interest, and I have a question for you. Very simply, when are you going to find the time to be able to put a strong commitment
into Auckland Airport? Are you prepared to relinquish some of these other directorships? I know -- I've got no issue that also you have responsibilities,
and having that long list, I just can't see where you are going to find the time to be a very active director of Auckland Airport, especially as it's now
going through a major period of growth and transition.

Tania Joy Te Rangingangana Simpson - Auckland International Airport Limited - Independent Non-Executive Director
Yes. Thank you for the question. And yes, I am stepping down from 2 of my existing boards within the next 6 months, and that was why I considered
this acceptance of this nomination because I will be coming off 2 of those boards.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Okay. Thank you. Any other questions or comments for Tania?

Unidentified Shareholder
[Carly van Kamp], shareholder. I would very much like to see you on this board. I think your connections with iwi are absolutely crucial. We're
surrounded by iwi land. For further expansion, I think it's imperative that you are on the board. Thank you.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Thank you, [Carly]. Good, positive comments. I think we have another question.

Unidentified Shareholder
Could you tell us what the 2 boards you're stepping down from are? [Peter McIlhagger], small shareholder.

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

Tania Joy Te Rangingangana Simpson - Auckland International Airport Limited - Independent Non-Executive Director
Yes. I'm stepping down from the Global Women board, and we're just in the process of my replacement -- finding my replacement. And I'm also
retiring after 9 years from the board of the Maniapoto iwi radio station.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Thank you, Tania. Okay. Thank you. I think we've exhausted all the questions.

What I'd like to do now is move to resolution #6. I'll just give a little bit of background here around directors' remuneration. So the amount of fees
paid to directors was last increased in 2017, so that's last year's annual meeting, when shareholders approved a total quantum of directors fees of
approximately $1.53 million. The directors also maintained a share purchase claim, of which the directors apply 15% of their base fee to acquire
shares in the company.

First NZ Capital is the manager of that plan, and they acquire the shares on behalf of the directors over the 5 business days commencing 2 days
after the company's half year and full year financial result announcements. Directors are required to remain in that plan until one year -- at least
for one year after their retirement from the board.

One of the subcommittees of the board is the People and Capability Committee chaired by Justine Smyth. So we review the level of directors'
remuneration every single year. The committee considers the skills, performance, experience and level of responsibility of directors when undertaking
the review and is authorized to obtain independent advice, which we do, on market conditions. After taking that advice, the committee makes
recommendations to the board on appropriate allocation of fees to directors and shareholders approve a fee pool for directors at the annual
meeting, and that's what we're considering now. The board is also mindful of clear shareholder feedback that when directors' fee increases are
necessary and justified, they should be linked to company performance and be small, regular adjustments rather than large and infrequent. So our
company policy is to state -- is to have a market benchmark and have very small increases on an annual basis.

So taking all of this into account, the board proposes a modest 2.4% increase in the director fee pool of $36,720, such amount to be divided among
the directors as they deem appropriate from time to time.

Okay. So that's the resolution in front of you. I'm happy to move the resolution and an increase in the directors' fee pool be approved. Is there a
seconder? Okay. Thank you very much.

Okay. So it has been moved and seconded. We will now open up for questions, comments and I'm happy to take questions online also. Yes?

Unidentified Shareholder
I'm [Bruce Bax]. I'm a shareholder, and I'm proxyholder for the Shareholders' Association. Well, my question is about the terminal development
[Pier B] committee. How many -- it's not mentioned in the resolution. How many members does that have (inaudible) and how is it remunerated?

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Well, Patrick is the chair. He's going to hand over that to Mark Binns. So Patrick, remind us how we -- how many meetings you have?

Patrick Clifford Strange - Auckland International Airport Limited - Chair of the Board
It aims for about 4 meetings a year. That may get a bit more frequent when things go right or wrong. I think we have aimed to have 4 members of
the committee and that paid, because it's an ad hoc committee, just a per day payment, which I don't have at the top of my fingers what it is. It's
the same for the pricing committee, too.

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OCTOBER 30, 2018 / 9:00PM, AIA.NZ - Auckland International Airport Ltd Annual Shareholders Meeting

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Thank you. And that's included in the directors' fee pool. Thank you. Just grab the microphone just behind you.

Unidentified Participant
Just as an initial reaction to what Mr. Strange said. It comes as a surprise, to me at least, that a big company like Auckland International Airport --
just to reconfirm the figure, if I may? Did you say 4 times a year?

Patrick Clifford Strange - Auckland International Airport Limited - Chair of the Board
It's been more frequent than that. We'd aimed for 4 times a year, but it's -- we probably met 3 times in the last 3 months just because of the stage
we're at.

Unidentified Participant
Right. Now if it's not asking too much, may I suggest that one of the things which would occupy your mind is that in this coming year, can the
directors meet more frequently? Because there's so much happening with this company. Now I've been a director of companies and much smaller,
but they've met every month.

Patrick Clifford Strange - Auckland International Airport Limited - Chair of the Board
Yes, look, I can express a view on that. It is a big load on management to have boards walking in every month, the reporting, et cetera. I think the
regularity with which the board and its subcommittee meets at the airport is about right. But there's an awful lot of discussion and interface that
goes on between individual -- the chair and Adrian. We talk virtually every week. A chair of a committee like Justine will interface with Adrian and
the team frequently. So a lot goes on outside meetings. It's pretty full on. But to have meetings every month worth sort of reporting and getting
people together can be a drag. But if a big issue does come up, by telephone or we'll call a special meeting. We're always available.

Unidentified Participant
Yes. And the other thing that concerns me is the all-important matter. If there's only 4 meetings a year, I hope that each and every director attends
those 4 meetings.

Henricus Wilhelmus van der Heyden - Auckland International Airport Limited - Former Chairman of the Board
Yes, just -- sorry for butting in. I just want to make this clear. It's not we have 4 board meetings a year. At Auckland Airport, the board meets formally
8 times a year. So what Patrick is saying, his ad hoc committee is scheduled to meet 4 times a year, but they've actually met more than that. So just
an ad hoc committee that Patrick chairs. It's got 3 other members on it. So they meet outside board meetings. So the board meets formally 8 times
a year, and we actually have one-off calls outside that. Also, we have a 2-day strategy day. And I can assure you, there are a lot of subcommittee
meetings outside the formal board, and we decide -- didn't want you to think that we only meet 4 times a year because that's not the case at all.

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