Infratil Infrastructure Bond Offer Opens

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com

1 October 2018


Infratil Infrastructure Bonds

4.75% p.a. due 15 December 2024 and 4.85% p.a. (with a reset after 5 years) due
15 December 2028

Infratil announces that the offer of the above Series of unsecured unsubordinated Infrastructure Bonds is
now open.
Infratil is offering up to $125 million of Infrastructure Bonds in aggregate across both the General and
Exchange Offers (as described below) and across both Series (with the option to accept up to $125 million
of oversubscriptions in aggregate at Infratil's discretion).
The offer will be made as an offer of debt securities of the same class as existing quoted debt securities
pursuant to the Financial Markets Conduct Act 2013. The notice required by the Financial Markets Conduct
Regulations 2014 has been provided to NZX.
The key terms of the offer are contained in the Terms Sheet, a copy of which is attached.
The interest rate for the Infrastructure Bonds due 15 December 2024 ("2024 Bonds") will be fixed at
4.75% p.a. for the full 6 year term of the 2024 Bonds.
The interest rate for the Infrastructure Bonds due 15 December 2028 ("2028 Bonds") will be fixed for the first
5 years and then reset on 15 December 2023 for a further 5 years, so that:
• the interest rate of the 2028 Bonds for the period from the Issue Date to (and including)
15 December 2023 will be 4.85% p.a.; and
• the interest rate of the 2028 Bonds for the period from (but excluding) 15 December 2023 until
15 December 2028 will be the sum of the Five Year Swap Rate on 15 December 2023 plus
2.50% p.a.

More information on the reset of the interest rate for the 2028 Bonds is set out in the attached Terms Sheet.
The offer comprises a General Offer to all investors in New Zealand and an Exchange Offer under which
holders of the IFT180 bonds that mature on 15 November 2018 have the opportunity (subject to availability)
to exchange some or all of their maturing bonds for Infrastructure Bonds of the new Series.
Details on how to apply for the Infrastructure Bonds are set out in the Terms Sheet. The offer is now open,
with the Exchange and General Offers closing on 26 October 2018. In both instances Infratil may elect to
close the offer earlier.
Interested investors, including holders of existing Infratil bonds that mature 15 November 2018, should
contact their broker or one of the managers of the offer (outlined below) for more details.
ANZ Bank New Zealand Limited 0800 269 476 www.anzsecurities.co.nz
Bank of New Zealand 0800 284 017
Deutsche Craigs Limited 0800 226 263
First NZ Capital Securities Limited 0800 005 678 www.firstnzcapital.co.nz
Forsyth Barr Limited 0800 367 227 www.forsythbarr.co.nz

Application has been made to NZX for permission to quote the Infrastructure Bonds on the NZX Debt Market
and all the requirements of NZX relating thereto that can be complied with on or before the date of this
announcement have been duly complied with. However, NZX accepts no responsibility for any statement in
this announcement. NZX is a licensed market operator, and the NZX Debt Market is a licensed market, each
regulated under the Financial Markets Conduct Act 2013.
Further information is available on www.infratil.com/for-investors/bonds/ or by contacting Fiona Cameron
(Infratil) on 04 473 3663.

---

INFRATIL TERMS SHEET
For the offer of Infrastructure Bonds
...
6 year fixed rate bonds
maturing 15 December 2024
4.75% p.a.
10 year bond
maturing 15 December 2028
4.85% p.a. (rate reset at five years)
1 OCTOBER 2018

IMPORTANT NOTICE
...
This Terms Sheet sets out the key terms of
the offer ("Offer") by Infratil Limited
("Infratil") of up to $125,000,000
(with oversubscriptions of up to
$125,000,000) of bonds ("Infrastructure
Bonds") in two separate Series:
• the first Series is a six year
Infrastructure Bond maturing on
15 December 2024 ("2024 Bonds");
and
• the second Series is a ten year
Infrastructure Bond maturing on
15 December 2028 ("2028 Bonds").
The Infrastructure Bonds of each Series
will be issued under the programme trust
deed dated 11 November 1999 (as
amended from time to time) between
Infratil and Trustees Executors Limited as
supplemented by the series supplement
for that Series dated 1 October 2018
(together, "Trust Deed"). Unless the
context requires otherwise, capitalised
terms used in this Terms Sheet have the
same meaning given to them in the
Trust Deed.
The offer by Infratil is made in reliance
upon the exclusion in clause 19 of
schedule 1 of the Financial Markets
Conduct Act 2013 ("FMCA").
The offer contained in this Terms Sheet is
an offer of two Series of Infrastructure
Bonds, each of which have identical rights,
privileges, limitations and conditions
(except for the interest rate and maturity
date) as:
• Infratil's fixed rate bonds maturing on
15 June 2025, which have an interest
rate of 6.15% per annum and which
are currently quoted on the NZX Debt
Market under the ticker code IFT250
("IFT250 Bonds");
• Infratil's fixed rate bonds maturing on
15 December 2022, which have an
interest rate of 5.65% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT240 ("IFT240 Bonds");
• Infratil's fixed rate bonds maturing on
15 June 2024, which have an interest
rate of 5.50% per annum and which
are currently quoted on the NZX Debt
Market under the ticker code IFT230
("IFT230 Bonds");
• Infratil's fixed rate bonds maturing on
15 June 2021, which have an interest
rate of 4.90% per annum and which
are currently quoted on the NZX Debt
Market under the ticker code IFT220
("IFT220 Bonds");
• Infratil's fixed rate bonds maturing on
15 September 2023, which have an
interest rate of 5.25% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT210 ("IFT210 Bonds"); and
• Infratil's fixed rate bonds maturing on
15 June 2022, which have an interest
rate of 6.85% per annum and which
are currently quoted on the NZX Debt
Market under the ticker code IFT190
("IFT190 Bonds"),
together the "Quoted Bonds".
Accordingly, the Infrastructure Bonds are
the same class as the Quoted Bonds for the
purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Infratil is subject to a disclosure obligation
that requires it to notify certain material
information to NZX Limited ("NZX") for the
purpose of that information being made
available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt
securities of Infratil that are currently
quoted and in the same class as the
Infrastructure Bonds that are being offered.
Investors should look to the market price
of the Quoted Bonds referred to above to
find out how the market assesses the
returns and risk premium for those bonds.
Front cover images: Wellington Airport, Salt Creek wind farm, Victoria; Canberra Data Centres; RetireAustralia Forresters Beach Village
INFRATIL TERMS SHEET OCTOBER 2018

INFRATIL TERMS SHEET OCTOBER 2018
1
Waipori Power Station, Lake Mahinerangi

INFRATIL TERMS SHEET OCTOBER 2018
2
Issuer:Infratil Limited
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued pursuant to the Trust Deed
Opening Date:1 October 2018
General Offer and
Exchange Offer:
The Offer consists of two separate parts. Under the first part (“General Offer”), Infratil is offering Infrastructure Bonds of both Series
to all investors in New Zealand.
Under the second part ("Exchange Offer"), Infratil is offering holders of its fixed rate bonds maturing on 15 November 2018
("2018 Bonds") the opportunity to exchange all or some of their 2018 Bonds for Infrastructure Bonds of either Series offered under
this Terms Sheet. You will receive one new Infrastructure Bond for each 2018 Bond exchanged under the Exchange Offer. Once you
submit a completed Exchange Offer application form you will no longer be able to sell or otherwise transfer your 2018 Bonds
designated in that application form.
Offer Amount:The Offer is for up to $125 million of Infrastructure Bonds in aggregate across both the General Offer and the Exchange Offer and
across both Series of Infrastructure Bonds (with the option to accept oversubscriptions of up to $125 million in aggregate at Infratil’s
discretion). Accordingly, the maximum aggregate amount of Infrastructure Bonds being offered by Infratil is $250 million. There is
no minimum size for each Series of Infrastructure Bonds.
Closing Date:General Offer: 5.00pm, 26 October 2018
Exchange Offer: 5.00pm, 26 October 2018
Interest Rate: 2024 Bonds: 4.75% per annum
2028 Bonds: The Interest Rate of the 2028 Bonds will be fixed for the first five years and then reset on 15 December 2023 for
a further five years.
First five years: The Interest Rate of the 2028 Bonds for the period from the Issue Date to (and including) 15 December 2023
will be 4.85% per annum.
Second five years: The Interest Rate of the 2028 Bonds for the period from (but excluding) 15 December 2023 until the Maturity
Date will be the sum of the Five Year Swap Rate on 15 December 2023 plus a margin of 2.50% per annum.
The Interest Rate of the 2028 Bonds that is reset on 15 December 2023 will be announced via NZX on that date.
The Interest Rate of the 2028 Bonds which is reset on 15 December 2023 may be higher or lower than the Interest Rate of 4.85%
which applies for the first five years of the 2028 Bonds and investors should consider the risk that it may be lower when deciding
whether to invest.
KEY TERMS OF THE
INFRASTRUCTURE BONDS
...

INFRATIL TERMS SHEET OCTOBER 2018
3
Five Year Swap Rate:The Five Year Swap Rate means the mid market swap rate for an interest rate swap with a five year term as calculated by Infratil at
11.00am on 15 December 2023 in accordance with market convention with reference to Bloomberg page ICNZ4 (or any successor
page) and expressed on a quarterly basis, rounded to 2 decimal places if necessary, with 0.005 being rounded up.
Maturity Date:2024 Bonds: 15 December 2024
2028 Bonds: 15 December 2028
Interest Payment Dates:15 March, 15 June, 15 September and 15 December of each year until and including the Maturity Date (commencing on
15 December 2018).
Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrears in equal amounts on each Interest Payment Date. The
Interest Rate which applies in respect of each Interest Payment Date of the 2028 Bonds will be fixed for the first five years and then
reset on 15 December 2023 for a further five years (see "Interest Rate" above for more details).
Interest payable on each Infrastructure Bond on the first Interest Payment Date will accrue at the Interest Rate from (and including)
the date on which your subscription moneys have been banked into the trust account operated in respect of the Offer to (but
excluding) the first Interest Payment Date. For Infrastructure Bonds allotted under the Exchange Offer, the redemption proceeds of
the 2018 Bonds will be banked into the trust account operated in respect of the Offer on 15 November 2018 and interest on those
Infrastructure Bonds will accrue from that date.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment Date (see "Right to Redeem Early" and
"Early Redemption Events" below), the amount of interest that will be payable to you will be adjusted to reflect the number of days in
the interest period in which the interest accrued.
First Interest Payment to
Original Subscriber:
Interest payable on the first Interest Payment Date will be paid by Infratil to the original subscriber of an Infrastructure Bond
regardless of any transfer of the Infrastructure Bond prior to the first Interest Payment Date.
Interest Suspension and
Dividend Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the payment of interest is suspended:
a) interest will continue to accrue (without compounding) and will be paid by Infratil when the Interest Suspension Event ceases to
exist; and
b) Infratil will not pay or make any distribution to shareholders or provide any financial assistance for the acquisition of shares in
Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
a) the interest payment would be likely to breach the solvency test in section 4 of the Companies Act 1993;
b) the interest payment would be likely to result in a breach of the terms or conditions of other financial indebtedness incurred by
Infratil or certain of its subsidiaries; or
c) the interest payment would be likely to result in a breach of any other legal obligation by Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds of each Series prior to the Maturity Date for that Series by
giving you no less than 5 Business Days’ notice. Infratil may only exercise this right if:
a) the Supervisor has not declared the relevant Series of Infrastructure Bonds due and payable because an event of default as
described in clause 8.1 of the Trust Deed exists; and
b) the notice of early redemption is given at a time prior to the day falling 25 Business Days before the
Maturity Date.
You have no right of early redemption except following an Early Redemption Event.

INFRATIL TERMS SHEET OCTOBER 2018
4
Early Redemption Events:In summary, an Early Redemption Event may occur if:
a) an event of default as described in clause 8.1 of the Trust Deed occurs; or
b) certain takeover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and the occurrence of certain insolvency
related events in relation to Infratil.
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Bondholders that, on the last day of each financial year and financial half-year of Infratil
(and in certain other circumstances), Borrowed Money Indebtedness of the Issuer Group (being Infratil and certain of its 100%
owned subsidiaries) will not exceed 50% of Tangible Assets of Infratil and its subsidiaries as at that date.
Ranking of Infrastructure
Bonds:
The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil. This means that in a liquidation of Infratil
your rights and claims as a Bondholder:
a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of Infratil who are preferred by law
(eg, the Inland Revenue Department in respect of unpaid tax);
b) will rank equally with the claims of all other unsecured, unsubordinated creditors of Infratil; and
c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being creditors who have agreed to accept
a lower priority in respect of their claims in a liquidation of Infratil), and (ii) shareholders.
Infratil is a holding company with investments in various companies. Bondholders have no claims against, or recourse to the
assets of, any of those companies. Infratil’s ability to make timely payments on the Infrastructure Bonds is dependent on the
returns it receives from its investments, its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil’s subsidiaries and associates (including lenders) would have a prior claim
to the assets of those companies ranking ahead of the claim of Infratil’s liquidator (claiming as shareholder in the companies).
Only the residual assets of the companies, after the claims of the companies’ creditors have been satisfied, would be available to
Infratil’s liquidator and therefore Infratil’s creditors (including Bondholders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any other person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value). No subscription moneys are payable by a Bondholder for each Infrastructure
Bond allotted under the Exchange Offer.
Issue Dates:Infrastructure Bonds offered under the Exchange Offer will be issued on 15 November 2018. Infrastructure Bonds offered under
the General Offer will be issued on 29 October 2018 and 31 October 2018.
Expected Date of
Initial Quotation on the
NZX Debt Market:
30 October 2018.
Minimum Application Amount:$5,000 and multiples of $1,000 thereafter (unless a holder of 2018 Bonds is exchanging all of his or her 2018 Bonds).
The minimum application amount applies separately in respect of each Series.
ISIN:2024 Bonds: NZIFTD0260L6
2028 Bonds: NZIFTD0270L5
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day,
the due date for the payment to be made on that date will be on the immediately preceding Business Day, but the amount paid
will not be adjusted.
Registrar and Paying Agent:Link Market Services Limited

INFRATIL TERMS SHEET OCTOBER 2018
5
Who May Apply:Infratil may reserve Infrastructure Bonds offered under the General Offer, including oversubscriptions, for subscription by clients of
the Managers, NZX participants and other approved financial intermediaries (“Allocations”). The aggregate number of Infrastructure
Bonds reserved will be determined by Infratil, in consultation with the Managers. Infratil, in consultation with the Managers, will
determine the arrangements in respect of the Infrastructure Bonds offered under the General Offer which are not subject to
Allocations and announce these arrangements via NZX.
How to Apply:Applications to subscribe for Infrastructure Bonds offered under the General Offer must be made on the General Offer application
form attached to this Terms Sheet. Applications to subscribe for Infrastructure Bonds offered under the Exchange Offer must be made
on the Exchange Offer application form attached to this Terms Sheet.
General Offer
Investors should contact any Manager, their financial adviser or any NZX participant for details on how they may acquire Infrastructure
Bonds under the General Offer. You can find an NZX participant by visiting www.nzx.com/investing/find_a_participant. Applicants
accepting an Allocation from a NZX participant or approved financial intermediary must return a completed application form to the
office of that NZX participant or approved financial intermediary which has provided the Allocation in time to enable it to be
forwarded to the Registrar before 5.00pm on the Closing Date for the General Offer.
Public Pool applicants of the General Offer (being all applicants other than applicants in respect of Allocations) must return a
completed General Offer application form, so that it is received by the Registrar (on behalf of Infratil) at the address below, no later
than 5.00pm on the Closing Date for the General Offer:
Link Market Services Limited
PO Box 91976, Auckland 1142
Alternatively, completed application forms may be lodged with any Manager, Primary Market Participant, the Organising Participant
or any other channel approved by NZX, but must be delivered in sufficient time to enable the application form to be forwarded to and
received by the Registrar no later than 5.00pm on the Closing Date for the General Offer.
Exchange Offer
If you make an application under the Exchange Offer, you must return a completed Exchange Offer application form so that it is
received by the Registrar at the address below no later than 5.00pm on the Closing Date of the Exchange Offer:
Link Market Services Limited
PO Box 91976, Auckland 1142
Alternatively, completed application forms may be lodged with any Manager, Primary Market Participant, the Organising Participant
or any other channel approved by NZX, but must be delivered in sufficient time to enable the application form to be forwarded to and
received by the Registrar no later than 5.00pm on the Closing Date for the Exchange Offer.
Once you submit a completed Exchange Offer application form you will no longer be able to sell or otherwise transfer your 2018
Bonds designated in that application form.
Applications may be refused
In relation to both the General Offer and the Exchange Offer, Infratil reserves the right to refuse any application or to accept an
application in part only, without providing a reason. If Infratil refuses an application under the General Offer or accepts an application
in part, all or the relevant balance of the application moneys will be returned (without interest) as soon as reasonably practicable and,
in any event, within five Business Days after such refusal or acceptance in part. If Infratil refuses any application under the Exchange
Offer or accepts an application in part, the 2018 Bonds that are not being exchanged will be redeemed on their maturity date in
accordance with their existing terms and conditions.
Each investor’s financial adviser will be able to advise them as to what arrangements will need to be put in place for the investors to
trade the Infrastructure Bonds including obtaining a common shareholder number (CSN), an authorisation code (FIN) and opening
an account with a Primary Market Participant as well as the costs and timeframes for putting such arrangements in place.
Brokerage:NZX has authorised NZX participants to act in the Offer. Applicants are not required to pay brokerage for Infrastructure Bonds under
this Offer.

INFRATIL TERMS SHEET OCTOBER 2018
6
Use of Proceeds:Infratil will use the net proceeds of the Offer for general corporate purposes.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are, immediately after issue, quoted.
Application has been made to NZX for permission to quote the Infrastructure Bonds on the NZX Debt Market and all the requirements
of NZX relating thereto that can be complied with on or before the date of this Terms Sheet have been duly complied with. However,
NZX accepts no responsibility for any statement in this Terms Sheet.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under the FMCA.
NZX Debt Market
Ticker Code:
NZX Debt Market ticker code IFT260 has been reserved for the 2024 Bonds
NZX Debt Market ticker code IFT270 has been reserved for the 2028 Bonds
NZX Waiver:NZX has granted Infratil a waiver from NZX Debt Market Listing Rule 7.11.1 to allow allotment of the Infrastructure Bonds to occur
within 14 Business Days after the Closing Date
Supervisor:Trustees Executors Limited
Governing Law:New Zealand
No Underwriting:The Offer is not underwritten
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has not and will not take any action which would
permit a public offering of the Infrastructure Bonds, or possession or distribution of any offering material, in any country or
jurisdiction where action for that purpose is required (other than New Zealand). Infrastructure Bonds may only be offered for sale or
sold in compliance with all applicable laws and regulations in any jurisdiction in which they are offered, sold or delivered. Any
information memorandum, terms sheet, circular, advertisement or other offering material in respect of the Infrastructure Bonds may
only be published, delivered or distributed in or from any country or jurisdiction under circumstances which will result in compliance
with all applicable laws and regulations.
By subscribing for Infrastructure Bonds, you indemnify Infratil, the Managers, the Organising Participant and the Supervisor in
respect of any loss incurred as a result of you breaching the above selling restrictions.
The above selling restrictions apply in relation to both the General Offer and the Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Managers, the Organising Participant, the Supervisor, or any of their
respective directors, officers, employees, agents or advisers to subscribe for, or purchase, any of the Infrastructure Bonds.
The Managers, the Organising Participant and the Supervisor have not independently verified the information contained in this
Terms Sheet. In accepting delivery of this Terms Sheet, you acknowledge that none of the Managers, the Organising Participant, the
Supervisor nor their respective directors, officers, employees, agents or advisers gives any warranty or representation of accuracy or
reliability and they take no responsibility for it.

INFRATIL TERMS SHEET OCTOBER 2018
7
The dates set out in this Terms Sheet are indicative
only and Infratil may change the dates set out in
this Terms Sheet.
Infratil has the right in its absolute discretion and
without notice to close the Offer early, to add
additional Issue Dates, to extend the Closing Date, or
to choose not to proceed with the Offer (in each case
in respect of either or both Series of Infrastructure
Bonds). If the Closing Date for a Series is changed,
other dates in relation to that Series (such as the Issue
Dates, the Maturity Date and the Interest Payment
Dates) may be changed accordingly.
Any internet site address provided in the Terms Sheet
is for reference only and, except as expressly stated
otherwise, the content of such internet site is not
incorporated by reference into, and does not form
part of, this Terms Sheet.
Copies of the Trust Deed are available by visiting
www.infratil.com/for-investors/bonds/ or you may
request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Fiona Cameron
or
Trustees Executors Limited
Level 5
10 Customhouse Quay
Wellington
Attention: Roger Dixon
Investors should seek qualified independent financial
and taxation advice before deciding to invest. In
particular, you should consult your tax adviser in
relation to your specific circumstances. Investors will
also be personally responsible for ensuring
compliance with relevant laws and regulations
applicable to them (including any required
registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
DIRECTORY
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
04 473 3663
Supervisor
Trustees Executors
Limited
Level 5, Maritime Tower
10 Customhouse Quay
PO Box 3222
Wellington 6143
0800 878 783
Registrar
Link Market Services
Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Organising Participant
& Manager
Forsyth Barr Limited
The Octagon
Private Bag 1999
Dunedin 9054
0800 367 227
Managers of the Offer
ANZ Bank
New Zealand Limited
Level 10
171 Featherston Street
PO Box 540
Wellington 6011
0800 269 476
Bank of New Zealand
Level 6
80 Queen Street
Auckland 1010
0800 284 017
Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
PO Box 1196
Auckland 1140
0800 226 263
First NZ Capital
Securities Limited
Level 14
171 Featherston Street
Wellington 6011
0800 005 678
OTHER INFORMATION
...

INFRATIL TERMS SHEET OCTOBER 2018
8
Salt Creek wind farm, Victoria

These application instructions relate to an application for Infrastructure Bonds
under the Exchange Offer. An application to subscribe for Infrastructure Bonds
under the Exchange Offer must be made on the Exchange Offer application
form following these application instructions.
An application will constitute an irrevocable offer by the applicant to subscribe
for the aggregate Face Value of Infrastructure Bonds of the relevant Series
specified in the Exchange Offer application form (or such lesser amount which
Infratil may determine) on the terms set out in this Terms Sheet, the Trust Deed,
the applicable Series Supplement and the Exchange Offer application form.
A = Investor details
Please complete all relevant sections in the Exchange Offer application form in
CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in the name(s)
of the natural persons, companies or other legal entities which hold the
Infrastructure Bonds due 15 November 2018 ("2018 Bonds") to be exchanged
under the Exchange Offer.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write Name:
Incorrect way
to write Name:
Individual personJOHN SMITHJ SMITH
More than
one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
TrustsJOHN SMITH
(JOHN SMITH
FAMILY TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND
SONS A/C)
JOHN SMITH & SONS
Clubs and unincorporated
associations
JANE SMITH
(SMITH INVESTMENT
CLUB A/C)
SMITH INVESTMENT CLUB
Superannuation
funds
JOHN SMITH LIMITED
(SUPERANNUATION
FUND A/C)
JOHN SMITH
SUPERANNUATION FUND
Postal address details: Insert your postal address for correspondence.
All communications to you from Infratil will be mailed to the person(s) at the address
shown (unless an applicant provides an email address in section F of the Exchange
Offer application form). For joint applicants, only one address is to be provided.
Telephone numbers: Insert your telephone number(s) in case the Registrar or
Infratil needs to contact you in relation to your application.
B = Application details
Please enter the aggregate Face Value of Infrastructure Bonds of each Series
that you wish to apply for. Each Infrastructure Bond has a Face Value of $1.00.
Unless you are applying to exchange all of your 2018 Bonds, an application to
subscribe for new Infrastructure Bonds of each Series must be for a minimum
aggregate Face Value of $5,000 and thereafter in multiples of $1,000. The
maximum amount of Infrastructure Bonds you may apply for across both Series
under the Exchange Offer is equal to the number of 2018 Bonds you hold.
2018 Bonds that are not exchanged under the Exchange Offer will be redeemed
on 15 November 2018 in accordance with their existing terms and conditions.
C = Holder number details
If you have other investments registered under a Common Shareholder Number
("CSN") please supply your CSN in the space provided. The name and address
details on your Exchange Offer application form must correspond with the
registration details under that CSN.
D = Interest and redemption payments
If you wish your payments in respect of the new Infrastructure Bonds to be direct
credited to the same account to which payments in respect of your 2018 Bonds
are made, then you do not need to complete section D of the Exchange Offer
application form.
If payment to your cash management account with a Primary Market Participant is
selected, tick the box for option 1, insert the name of the Primary Market
Participant where your cash management account is held and provide your cash
management client account number.
If you wish to be paid by direct credit but wish to have payments in respect of your
new Infrastructure Bonds credited to a different bank account than the account to
which payments in respect of your 2018 Bonds are currently made, please tick the
box for option 2 and enter the details of the bank account.
E = Provide your IRD number and tick the relevant RWT box
Please enter your IRD number and tick the resident withholding tax ("RWT") rate
that applies to you (or, if you are exempt from RWT, tick the exempt box and attach
a photocopy of your RWT exemption certificate).
EXCHANGE OFFER
APPLICATION INSTRUCTIONS
...
INFRATIL TERMS SHEET OCTOBER 2018
9

F = Electronic investor correspondence
By supplying your email address Infratil will be able to deliver your investor
correspondence to you electronically where possible. This is a much more
environmentally friendly, cost effective and timely option than paper based
investor mail outs.
G = Signing and dating
Read this Terms Sheet and Exchange Offer application form carefully and sign
and date the Exchange Offer application form.
The Exchange Offer application form must be signed by the applicant(s)
personally, or by two directors of a company (or one director if there is only
one director, whose signature must be witnessed), or in either case by a duly
authorised attorney or agent.
If the Exchange Offer application form is signed by an attorney, the power of
attorney document is not required to be lodged, but the attorney must complete
the certificate of non-revocation of power of attorney following the Exchange Offer
application form.
If the Exchange Offer application form is signed by an agent, the agent must
complete the certificate of non-revocation of agent following the Exchange Offer
application form.
Joint applicants must each sign the Exchange Offer application form.
H = Exchange Offer Closing Date and Delivery
The Exchange Offer will close at 5.00pm on 26 October 2018. Applicants should
remember that the Closing Date of the Exchange Offer may be changed at the
sole discretion of Infratil. Changes will be advised by NZX announcement. Infratil
reserves the right to refuse to accept applications received by the Registrar after
the Closing Date of the Exchange Offer. Your Exchange Offer application form
should be returned to, or lodged with, an appropriate person as specified under
the heading "How to Apply" on page 5 of the Terms Sheet.
Personal Information Rights
Personal information provided by you will be held by Infratil and the Registrar
at their respective addresses shown in the Directory section of the Terms Sheet
or at such other place as is notified upon request. This information will be used
for the purpose of managing your investment. You have a right to access and
correct any personal information about you under the Privacy Act 1993.
You can also access your information on the Link Market Services website:
www.linkmarketservices.co.nz. (You will be required to enter your holder
number and FIN.)
INFRATIL TERMS SHEET OCTOBER 2018
10

BROKER STAMPBroker code
Advisor code
This Exchange Offer application form ("Application Form") is issued with the Terms Sheet dated and prepared as at 1 October 2018 ("Terms Sheet"), issued by Infratil Limited ("Infratil"). Please complete
this Application Form and return it to, or lodge it with, an appropriate person as specified under the heading "How to Apply" on page 5 of the Terms Sheet.
Before completing this Application Form, applicants should read the Terms Sheet to which this application relates.
A. APPLICATION DETAILS AND INFORMATION – PLEASE PRINT IN BLOCK LETTERS
First Name(s):Family Name:
First Name(s):Family Name:
First Name(s):Family Name:
Corporate Name or <<On Account>> :
Postal Address:
Telephone Home:Mobile/Work:
B. APPLICATION DETAILS – IMPORTANT
Your Application Form must be received by Link Market Services Limited ("Link") by 5.00pm, 26 October 2018.
Unless you are applying to exchange all of your 2018 Bonds, applications for each Series must be for a minimum of NZ$5,000 and, thereafter, in multiples of NZ$1,000.
The maximum amount of Infrastructure Bonds you may apply for across both Series under the Exchange Offer is equal to the number of 2018 Bonds you hold.
Infratil may accept or reject all or part of this application without giving reason.
Amount of Infrastructure Bonds applied for:
2024 Bonds NZ$


2028 Bonds NZ$

C. COMMON SHAREHOLDER NUMBER (CSN)
Please note that the application must be in the same name as the CSN below otherwise the application will be deemed to be made without a CSN and a base registry number will be allocated.
If you currently have a Common Shareholder Number (CSN), please enter it here:

D. INTEREST AND REDEMPTION PAYMENTS
Continue to pay interest and principal in the same way as was occurring on the 2018 Bonds
If you wish to change the way in which interest and principal is paid please choose only ONE of the options below. Please tick the box next to your selected option ():

OPTION 1: Direct credit to my cash management account.
Name of Primary Market Participant where Cash Management Account is held:
Cash Management Client Account number:


OPTION 2: Direct credit to the New Zealand bank account nominated below.
Name of Bank:
Name of Account:
Account Number:

Bank Branch Account No. Suffix
E. IRD NUMBER & RESIDENT WITHHOLDING TAX
IRD number (only one IRD number is required in respect of joint applications):


Deduct resident withholding tax from all my/our interest payments at the following rate (
one): 10.5%* 17.5% 28%** 30% 33% Exempt***
*Only available for an individual that reasonably expects their income for the income year to be $14,000 or less and trustees of certain testamentary trusts. ** Available for companies only.
***If you are exempt from resident withholding tax, you must attach a copy of your RWT exemption certificate for noting.
F. ELECTRONIC CORRESPONDENCE & REPORTING
To enable Infratil to provide you with your investor correspondence in relation to your holding in this security electronically, please complete your email address below.
If you do not provide an email address, investor correspondence will be mailed to you at the address provided on this Application Form.
G. SIGNATURE(S) OF APPLICANT(S)
I/We hereby acknowledge that I/we have received and read the Terms Sheet, and apply for the dollar amount of Infrastructure Bonds of each Series set out above and agree to accept such Infrastructure Bonds
(or such lesser number as may be allotted to me/us) on, and subject to, the terms and conditions set out in the Terms Sheet, the Trust Deed, the applicable Series Supplement and the Application Form.
All applicants on the Application Form must sign.
Date / /

Date / /

Date / /
EXCHANGE OFFER APPLICATION FORM
Infratil Limited Issue of Infrastructure Bonds
11

H. SEND APPLICATION FORM TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM ON 26 OCTOBER 2018
Infratil Bond Offer, c/- Link Market Services Limited, PO Box 91976, Auckland 1142
or Deliver to: c/- Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010
Investor phone number: +64 9 375 5998
TERMS AND CONDITIONS:
By signing this Application Form:
a) I/We agree to subscribe for Infrastructure Bonds upon and subject to the terms and conditions of the Terms Sheet, this Application Form, the Trust Deed and the applicable Series Supplement, and I/we
agree to be bound by the provisions hereof.
b) I/We irrevocably direct Infratil to apply the redemption proceeds of my/our exchanged 2018 Bonds towards payment of the aggregate Face Value of Infrastructure Bonds specified in Part B of this
Application Form (or such lesser amount which Infratil may determine).
c) I/We declare that all details and statements made by me/us in this Application Form are complete and accurate.
d) I/We certify that, where information is provided by me/us in this Application Form about another person, I/we are authorised by such person to disclose the information to Infratil and the Registrar and to
give authorisation.
e) I/We acknowledge that an application cannot be withdrawn or revoked once it has been submitted.
f) I/We acknowledge that the Exchange Offer is only made in New Zealand, and by applying for Infrastructure Bonds, I/we warrant that I/we received this offer in New Zealand and I/we are eligible to
participate in the Exchange Offer, and I/we agree to indemnify Infratil and its directors, officers, employees and agents in respect of any loss, cost, liability or expense sustained or incurred by Infratil as a
result of my/our breaching that warranty or the selling restrictions described in the Terms Sheet.
g) I/We confirm that: (i) I/We are tax resident in New Zealand; or (ii) I/We will hold the Infrastructure Bonds for the purposes of a business carried on in New Zealand through a fixed establishment in New
Zealand; or (iii) I/We are a registered bank engaged in business in New Zealand through a fixed establishment in New Zealand.
This Application Form, the Exchange Offer and any contract arising out of its acceptance are each governed by New Zealand law. Under the Anti-Money Laundering and Countering Financing of Terrorism Act
2009, applicants may be required to produce evidence of their identity.
The information in this Application Form is provided to enable Infratil and the Registrar to process your application, and to administer your investment. By signing this Application Form, you authorise Infratil
and the Registrar to disclose information in situations where Infratil or the Registrar are required or permitted to do so by any applicable law or by a governmental, judicial or regulatory entity or authority in
any jurisdiction. Personal information will be held by Infratil and the Registrar at their respective addresses shown in the Directory of the Terms Sheet or at such other place as is notified upon request. If you
are an individual under the Privacy Act 1993, you have the right to access and correct any of your personal information. You can also access your information on the Link website (www.linkmarketservices.co.
nz). You will be required to enter your holder number and FIN.
I. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY:
(Complete this section if you are acting on behalf of the Applicant on this Application Form for whom you have power of attorney)
I, (full name)
of (place and country of residence),

(occupation),
CERTIFY:
• THAT by deed dated
(date of instrument creating the power of attorney),

(full name of person/body corporate which granted the power of attorney)
of (place and country of residence of person/body corporate which granted the power of attorney**)
appointed me (his/her/its) attorney;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers thereby conferred on me; and
• THAT I have not received notice of any event revoking the power of attorney.
Signed at
this day of (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
J. CERTIFICATE OF NON-REVOCATION OF AGENT:
(Complete this section if you are acting as Agent on behalf of the Applicant on this Application Form)
I, (full name)
of (place and country of residence),
(occupation),
CERTIFY:
• THAT by the agency agreement dated
(date of instrument creating the agency),
(full name of person/body corporate which appointed you as agent)
of (place and country of residence of person/body corporate which appointed you as agent **)
appointed me (his/her/its) agent;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers thereby conferred on me; and
• THAT I have not received any notice or information of the revocation of my appointment as agent.
Signed at
this day of (month/year)
Signature of agent
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
INFRATIL TERMS SHEET OCTOBER 2018
12

13
These application instructions relate to an application for Infrastructure Bonds
under the General Offer. An application to subscribe for Infrastructure Bonds
under the General Offer must be made on the application form following these
application instructions.
An application will constitute an irrevocable offer by the applicant to subscribe
for the aggregate Face Value of Infrastructure Bonds of the relevant Series
specified in the General Offer application form (or such lesser amount which
Infratil may determine) on the terms set out in this Terms Sheet, the Trust
Deed, the applicable Series Supplement and the General Offer application
form.
A = Investor Details
Please complete all relevant sections in the General Offer application form in
CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in the name(s) of
natural persons, companies or other legal entities, up to a maximum of three
names per application.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write Name:
Incorrect way
to write Name:
Individual personJOHN SMITHJ SMITH
More than
one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
TrustsJOHN SMITH
(JOHN SMITH
FAMILY TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND SONS
A/C)
JOHN SMITH & SONS
Clubs and
unincorporated
associations
JANE SMITH
(SMITH INVESTMENT CLUB
A/C)
SMITH INVESTMENT CLUB
Superannuation
funds
JOHN SMITH LIMITED
(SUPERANNUATION FUND
A/C)
JOHN SMITH
SUPERANNUATION FUND
Postal address details: Insert your postal address for correspondence. All
communications to you from Infratil will be mailed to the person(s) at the
address shown (unless an applicant provides an email address in section F
of the General Offer application form). For joint applicants, only one
address is to be provided.
Telephone numbers: Insert your telephone number(s) in case the Registrar or
Infratil needs to contact you in relation to your application.
By supplying your mobile number you will enable the Registrar to advise you
by TXT Alerts (post allotment for New Zealand investors only) of any changes on
your holding balance, or if your bank account details or address on register
change, or if a new / replacement FIN has been requested. This feature provides
additional security to you as an investor.
B = Application Details
Please enter the aggregate Face Value of Infrastructure Bonds of each Series
that you wish to apply for. Each Infrastructure Bond has a Face Value of $1.00.
An application to subscribe for Infrastructure Bonds of each Series must be for a
minimum aggregate Face Value of $5,000 and thereafter in multiples of
$1,000.
Payment must be made by direct debit, cheque (or, if the application is for an
aggregate subscription amount of $500,000 or more, by a bank cheque) or (by
prior arrangement with the Registrar) through the NZClear System.
Cheques must be in New Zealand dollars and drawn on a New Zealand branch
of a registered bank. Cheques must be made payable to “Infratil Bond Offer”,
crossed “Not Transferable” and must not be post-dated. Staple your cheque to
the completed General Offer application form.
Your cheque will be banked upon receipt into a designated bank trust account
pending allotment of the Infrastructure Bonds. The banking of application
moneys does not constitute confirmation of allotment of any Infrastructure
Bonds or acceptance of an offer to subscribe for Infrastructure Bonds.
GENERAL OFFER
APPLICATION INSTRUCTIONS
...
INFRATIL TERMS SHEET OCTOBER 2018
13

14
If you choose the direct debit option, you must tick the box authorising the
Registrar to direct debit the bank account nominated on the General Offer
application form on any day after the General Offer application form is received
by the Registrar for the amount applied for on the General Offer application
form. You cannot specify a direct debit date and you must ensure that:
• the bank account details supplied are correct;
• sufficient funds in the bank account for direct debit are available on the day
the Registrar receives the General Offer application form;
• the person(s) giving the direct debit instruction has/have the authority to
operate the account solely/jointly; and
• the bank account you nominated is a transactional account eligible for
direct debit transactions.
If you are uncertain, you should contact your bank or financial institution.
Should your direct debit fail, your application will be rejected. The Registrar will
not be able to process your direct debit if you do not sign and date the General
Offer application form. If requested, the Registrar will provide you with a direct
debit authority form.
If an applicant’s cheque or direct debit is dishonoured, Infratil may cancel that
applicant’s allotment of Infrastructure Bonds and pursue any other remedies
available to it at law. Investors who are members of NZClear may, by prior
arrangement with the Registrar, settle their applications for the Infrastructure
Bonds on the relevant Issue Date of the Infrastructure Bonds through the
NZClear System.
C = Holder Number Details
If you have other investments registered under a Common Shareholder
Number (“CSN”) please supply your CSN in the space provided. The name and
address details on your General Offer application form must correspond with
the registration details under that CSN.
D = Interest and Redemption Payments
If you currently receive interest or dividend payments from the Registrar by
direct credit, and wish your payments in respect of the Infrastructure Bonds to
be direct credited to the same account, then you do not need to complete
section D of the General Offer application form.
If payment to your cash management account with a Primary Market Participant
is selected, tick the box for option 1, insert the name of the Primary Market
Participant where your cash management account is held and provide your cash
management client account number.
If you wish to be paid by direct credit and the Registrar does not already
hold your bank account details or you wish to have payments credited to
another bank account, please tick the box for option 2 and enter the details
of the bank account.
E = Provide your IRD number and tick the relevant RWT box
Please enter your IRD number and tick the resident withholding tax (“RWT”)
rate that applies to you (or, if you are exempt from RWT, tick the exempt box
and attach a photocopy of your RWT exemption certificate).
F = Electronic Investor Correspondence
By supplying your email address Infratil will be able to deliver your investor
correspondence to you electronically where possible. This is a much more
environmentally friendly, cost effective and timely option than paper based
investor mail outs.
G = Signing and Dating
Read the Terms Sheet and General Offer application form carefully and sign and
date the General Offer application form.
The General Offer application form must be signed by the applicant(s)
personally, or by two directors of a company (or one director if there is only one
director, whose signature must be witnessed), or in either case by a duly
authorised attorney or agent.
If the General Offer application form is signed by an attorney, the power of
attorney document is not required to be lodged, but the attorney must
complete the certificate of non-revocation of power of attorney following the
General Offer application form.
If the General Offer application form is signed by an agent, the agent must
complete the certificate of non-revocation of agent following the General Offer
application form.
Joint applicants must each sign the General Offer application form.
H = General Offer Closing Date and Delivery
The General Offer will close at 5.00pm on 26 October 2018. Applicants should
remember that the Closing Date of the General Offer may be changed at the
sole discretion of Infratil. Changes will be advised by NZX announcement.
Infratil reserves the right to refuse to accept applications received by the
Registrar after the Closing Date of the General Offer. Your General Offer
application form should be returned to, or lodged with, an appropriate person
as specified under the heading “How to Apply” on page 5 of the Terms Sheet.
Personal Information Rights
Personal information provided by you will be held by Infratil and the Registrar
at their respective addresses shown under the address details section in the
Terms Sheet or at such other place as is notified upon request. This information
will be used for the purpose of managing your investment.
You have a right to access and correct any personal information about you
under the Privacy Act 1993. You can also access your information on the Link
Market Services website: www.linkmarketservices.co.nz. (You will be required to
enter your holder number and FIN).
INFRATIL TERMS SHEET OCTOBER 2018

This General Offer application form (“Application Form”) is issued with the Terms Sheet dated and prepared as at 1 October 2018 (“Terms Sheet”), issued by Infratil Limited (“Infratil”). Please complete this
Application Form and return it to, or lodge it with, an appropriate person as specified under the heading “How to Apply” on page 5 of the Terms Sheet.
Before completing this Application Form, applicants should read the Terms Sheet to which this application relates.
A. APPLICATION DETAILS AND INFORMATION – PLEASE PRINT IN BLOCK LETTERS
First Name(s):Family Name:
First Name(s):Family Name:
First Name(s):Family Name:
Corporate Name or <<On Account>> :
Postal Address:
Telephone Home:Mobile/Work:
B. APPLICATION DETAILS – IMPORTANT
Applications must be accompanied by payment in full. Payment must be in New Zealand currency based on NZ$1.00 per Infrastructure Bond. Your Application Form must be received by Link Market Services
Limited (“Link”) by 5.00pm, 26 October 2018.
Applications for each Series must be for a minimum of NZ$5,000 and, thereafter, in multiples of NZ$1,000. Infratil may accept or reject all or part of this application for Infrastructure Bonds of either Series
without giving reason.
Amount of Infrastructure Bonds applied for:
2024 Bonds NZ$


2028 Bonds NZ$
You may choose only ONE of the options below. Please tick the box next to your selected option ():

OPTION 1: Please find attached my cheque made payable to “Infratil Bond Offer” and crossed “Not Transferable”.

OPTION 2: Please direct debit my bank account for the amount of Infrastructure Bonds applied for. The Registrar will direct debit from the bank account provided in section D (Option 2) below on the
date the application form is received. Please Note: The Registrar is not permitted to direct debit the Cash Management Account provided in section D (Option 1) below.

OPTION 3: Payment will be made by NZClear as arranged with Link (authorised institutional investors only). NZClear mnemonic:
C. COMMON SHAREHOLDER NUMBER (CSN)
Please note that the application must be in the same name as the CSN below otherwise the application will be deemed to be made without a CSN and a new CSN will be allocated.
If you currently have a Common Shareholder Number (CSN), please enter it here:
D. INTEREST AND REDEMPTION PAYMENTS
You may choose only ONE of the options below. Please tick the box next to your selected option ():

OPTION 1: Direct credit to my cash management account.
Name of Primary Market Participant where Cash Management Account is held:
Cash Management Client Account number:


OPTION 2: Direct credit to the New Zealand bank account nominated below.
Name of Bank:
Name of Account:
Account Number:

Bank Branch Account No. Suffix
E. IRD NUMBER & RESIDENT WITHHOLDING TAX
IRD number (only one IRD number is required in respect of joint applications):

-

-

Deduct resident withholding tax from all my/our interest payments at the following rate ( one): 10.5%* 17.5% 28%** 30% 33% Exempt***
*Only available for an individual that reasonably expects their income for the income year to be $14,000 or less and trustees of certain testamentary trusts. ** Available for companies only.
***If you are exempt from resident withholding tax, you must attach a copy of your RWT exemption certificate for noting.
F. ELECTRONIC CORRESPONDENCE & REPORTING
To enable Infratil to provide you with your investor correspondence in relation to your holding in this security electronically, please complete your email address below.
If you do not provide an email address, investor correspondence will be mailed to you at the address provided on this Application Form.
G. SIGNATURE(S) OF APPLICANT(S)
I/We hereby acknowledge that I/we have received and read the Terms Sheet, and apply for the dollar amount of Infrastructure Bonds of each Series set out above and agree to accept such Infrastructure Bonds
(or such lesser number as may be allotted to me/us) on, and subject to, the terms and conditions set out in the Terms Sheet, the Trust Deed, the applicable Series Supplement, and the Application Form.
All applicants on the Application Form must sign.
Date / /

Date / /

Date / /
BROKER STAMPBroker code
Advisor code
(ATTACH CHEQUE HERE)
General Offer Application Form
Infratil Limited Issue of Infrastructure Bonds
15

H. SEND APPLICATION FORM AND CHEQUE (IF APPLICABLE) TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM ON 26 OCTOBER 2018
Infratil Bond Offer, c/- Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142
or Deliver to: c/- Link Market Services Limited Level 11, Deloitte House, 80 Queen Street, Auckland 1010
Investor phone number: +64 9 375 5998
TERMS AND CONDITIONS:
By signing this Application Form:
a) I/We agree to subscribe for Infrastructure Bonds upon and subject to the terms and conditions of the Terms Sheet, this Application Form, the Trust Deed and the applicable Series Supplement, and I/
we agree to be bound by the provisions hereof.
b) I/We declare that all details and statements made by me/us in this Application Form are complete and accurate.
c) I/We certify that, where information is provided by me/us in this Application Form about another person, I/we are authorised by such person to disclose the information to Infratil and the Registrar
and to give authorisation.
d) I/We acknowledge that an application cannot be withdrawn or revoked once it has been submitted.
e) I/We acknowledge that the Offer is only made in New Zealand, and by applying for Infrastructure Bonds, I/we warrant that I/we received this offer in New Zealand and
I/we are eligible to participate in the Offer, and I/we agree to indemnify Infratil and its directors, officers, employees and agents in respect of any loss, cost, liability or expense sustained or incurred by
Infratil as a result of my/our breaching that warranty or the selling restrictions described in the Terms Sheet.
f) I/We confirm that: (i) I/We are tax resident in New Zealand; or (ii) I/We will hold the Infrastructure Bonds for the purposes of a business carried on in New Zealand through a fixed establishment in
New Zealand; or (iii) I/We are a registered bank engaged in business in New Zealand through a fixed establishment in New Zealand.
This Application Form, the Offer and any contract arising out of its acceptance are each governed by New Zealand law. Under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009,
applicants may be required to produce evidence of their identity.
The information in this Application Form is provided to enable Infratil and the Registrar to process your application, and to administer your investment. By signing this Application Form, you authorise
Infratil and the Registrar to disclose information in situations where Infratil or the Registrar are required or permitted to do so by any applicable law or by a governmental, judicial or regulatory entity or
authority in any jurisdiction. Personal information will be held by Infratil and the Registrar at their respective addresses shown in the Directory of the Terms Sheet or at such other place as is notified upon
request. If you are an individual under the Privacy Act 1993, you have the right to access and correct any of your personal information. You can also access your information on the Link website (www.
linkmarketservices.co.nz). You will be required to enter your holder number and FIN.
I. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY:
(Complete this section if you are acting on behalf of the Applicant on this Application Form for whom you have power of attorney)
I, (full name)
of (place and country of residence),

(occupation),
CERTIFY:
• THAT by deed dated
(date of instrument creating the power of attorney),

(full name of person/body corporate which granted the power of attorney)
of (place and country of residence of person/body corporate which granted the power of attorney**)
appointed me (his/her/its) attorney;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers thereby conferred
on me; and
• THAT I have not received notice of any event revoking the power of attorney.
Signed at
this day of (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
J. CERTIFICATE OF NON-REVOCATION OF AGENT:
(Complete this section if you are acting as Agent on behalf of the Applicant on this Application Form)
I, (full name)
of (place and country of residence),
(occupation),
CERTIFY:
• THAT by the agency agreement dated
(date of instrument creating the agency),
(full name of person/body corporate which appointed you as agent)
of (place and country of residence of person/body corporate which appointed you as agent **)
appointed me (his/her/its) agent;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers thereby conferred on me; and
• THAT I have not received any notice or information of the revocation of my appointment as agent.
Signed at
this day of (month/year)
Signature of agent
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
INFRATIL TERMS SHEET OCTOBER 2018
16

---

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com


1 October 2018

Dear Bondholder
Infratil Infrastructure Bonds Maturing 15 December 2024 and 15 December 2028
Infratil has announced that it is making a new offer of unsecured, unsubordinated, fixed rate bonds in two
separate series (New Bonds). The maturity dates of the two series of New Bonds are:
• 15 December 2024 (2024 Bonds).
• 15 December 2028 (2028 Bonds).
The interest rate for the 2024 Bonds will be fixed at 4.75% p.a for the full 6 year term of the 2024 Bonds.
The interest rate for the 2028 Bonds will be fixed for the first 5 years and then reset on 15 December 2023
for a further 5 years, so that:
• the interest rate of the 2028 Bonds for the period from the Issue Date to (and including) 15
December 2023 will be 4.85% per annum; and
• the interest rate of the 2028 Bonds for the period from (but excluding) 15 December 2023 until 15
December 2028 will be the sum of the Five Year Swap Rate on 15 December 2023 plus 2.50% per
annum.
More information on the reset of the interest rate for the 2028 Bonds is set out in the Terms Sheet.
As part of the offer of New Bonds, Infratil is offering New Zealand resident holders of its bonds maturing on
15 November 2018 (2018 Bonds) the opportunity (subject to availability) to exchange all or some of those
2018 Bonds for New Bonds of either series via an exchange offer (Exchange Offer).
You have three options:
1. You can do nothing in which case the 2018 Bonds will be repaid in accordance with their terms.
2. You can complete the Exchange Offer application form in the Terms Sheet and apply to roll some
or all your 2018 Bonds into one, or a combination of both, series of the New Bonds. Any maturing
bonds that you elect not to roll-over will be repaid to you in accordance with their terms.
3. You can complete the Exchange Offer application form in the Terms Sheet and apply to roll all your
2018 Bonds plus an additional sum (by also completing the general offer application form) into one,
or a combination of both, series of the New Bonds. In that case you will need to pay the additional
sum as per the instructions in the Terms Sheet.
If your application for the Exchange Offer is accepted, you will receive one New Bond of the relevant series
for each 2018 Bond exchanged. Once you submit a completed Exchange Offer application form you will no
longer be able to sell or otherwise transfer your 2018 Bonds designated in that application form.
The Exchange Offer closing date is 5.00pm on 26 October 2018, although Infratil may close the offer
earlier. Accordingly, applicants are encouraged to submit their application forms as soon as possible.
If you would like advice in respect of your choices or additional information we suggest that you contact
your financial adviser or one of the managers to the New Bond issue. For a copy of the Terms Sheet
please contact your broker, one of the managers listed below or download from Infratil’s website
www.infratil.com/for-investors/bonds/.
ANZ Bank New Zealand Limited 0800 269 476 www.anzsecurities.co.nz
Bank of New Zealand 0800 284 017
Deutsche Craigs Limited 0800 226 263
First NZ Capital Securities Limited 0800 005 678
Forsyth Barr Limited 0800 367 227 www.forsythbarr.co.nz

or feel free to contact us at info@infratil.com 04 473 3663 or at Infratil Limited, PO Box 320, Wellington.
If you decide not to reinvest, we thank you for your support over the last six years.

Yours sincerely,
Fiona Cameron, Infratil Treasurer