Notice

1	Title This notice is the Takeovers Code (NZ Airport NC Limited) Exemption Notice 2007.
2	Application This notice applies to acts or omissions occurring on or after 16 November 2007.
3	Expiry
	This notice expires on the close of 31 May 2008.
4	Interpretation
(1)	In this notice, unless the context otherwise requires, - Act means the Takeovers Act 1993 AIAL means Auckland International Airport Limited AIAL Shares means fully paid ordinary shares in AIAL Code means the Takeovers Code under the Act NZ Airport means NZ Airport NC Limited NZ Airport offer means a partial takeover offer made or to be made by NZ Airport under a takeover notice sent by NZ Airport to AIAL on 16 November 2007 for 39.53% of the AIAL Shares not already held or controlled by NZ Airport.
(2)	Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.
5	Exemption from rule 23(1)(b) of Code
	NZ Airport is exempted from Rule 23(1)(b) of the Code in respect of the NZ Airport offer.
6	Conditions of exemption in clause 5
	The exemption in clause 5 is subject to the following conditions: the NZ Airport offer is conditional on NZ Airport receiving acceptances in respect of AIAL Shares that, when taken together with voting securities already held or controlled by NZ Airport, confer on NZ Airport not less than 39.99% of the voting rights in AIAL; and a summary of the terms and conditions of the exemption be disclosed in the NZ Airport offer in a form approved by the Takeovers Panel.

Dated at Auckland this 20^th day of December 2007.

The Common Seal of the Takeovers Panel was affixed in the presence of:

This notice applies to acts or omissions occurring on or after 16 November 2007. It expires on 31 May 2008.

Auckland International Airport Limited (AIAL) is a code company.

NZ Airport NC Limited (NZ Airport) issued a notice on 16 November 2007 of its intention to make a partial offer to acquire 39.53% of the fully paid ordinary shares in AIAL not already held by NZ Airport (the NZ Airport offer).

The NZ Airport offer will, as required by rule 9(3) of the Takeovers Code (the Code), be for a specified percentage of the AIAL shares (39.53%) not already held or controlled by NZ Airport. If the NZ Airport offer is successful, based on the number of AIAL shares on issue at the time the takeover notice was issued, NZ Airport would hold 40% of the voting rights in AIAL. However, if AIAL issues more shares during the offer period there will be a dilutionary effect. AIAL currently has employee options on issue. Some or all of which may be exercised during the offer period and this would result in more AIAL shares being issued. Any such issues would mean that NZ Airport would hold slightly less than 40% of the voting rights in AIAL if the NZ Airport offer is successful.

Rule 23(1)(b) of the Code requires the minimum acceptance condition for a partial offer to relate to the particular percentage approved under rule 10(1)(b). The particular percentage would be 40% in this case, but may be slightly less because of the possible dilutionary effect of the employee options. Therefore, the Takeovers Panel (the Panel) has granted an exemption from rule 23(1)(b) to allow the minimum acceptance condition to be set at 39.99%.

The Panel considers that the exemption from rule 23(1)(b) of the Code is appropriate and consistent with the objectives of the Code because it will not in any way prejudice holders of equity securities in AIAL.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 20 January 2008
This notice is administered by the Takeovers Panel.