Infratil announces acquisition of Vodafone New Zealand

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

14 May 2019



Infratil announces NZ$3.4 billion acquisition of Vodafone New Zealand

A consortium comprising Infratil Limited ("Infratil") and Brookfield Asset Management Inc.
("Brookfield") today announced it had executed a conditional agreement to acquire Vodafone New
Zealand Limited ("Vodafone NZ") from Vodafone Group Plc for an enterprise value of NZ$3.4 billion
(the "Acquisition")
1
.

Acquisition overview

The Acquisition of New Zealand's leading mobile telecommunications company
2
is transformational
for Infratil and significantly strengthens the cash generative core of the portfolio. Vodafone NZ
increases Infratil's exposure to long-term data and connectivity growth and complements the
acquisition of Canberra Data Centres. Following the recently announced divestments
3
, the
simplified Infratil portfolio will now hold substantial positions across renewable energy, data,
retirement and aged care, and airports.

Vodafone NZ generated revenue of NZ$2.0 billion and Underlying EBITDA of NZ$463 million for
the 12 months to 31 March 2019. The Acquisition value implies an enterprise value to FY2020F
Underlying EBITDA multiple of 6.9x – 7.4x and is expected to deliver strong cash flow to support
current and future growth opportunities.

"Telecommunications is critical infrastructure for New Zealand and Vodafone NZ is an integral part
of everyday Kiwi life. The quality and availability of its networks have a direct bearing on
New Zealand's competitiveness and future growth prospects. We are very excited to be a part of
Vodafone NZ's next stage of development," said Infratil Chairman Mark Tume. "The Acquisition is
strategically compelling for Infratil and validates our ability to generate proprietary investment
opportunities for our shareholders. Infratil has already successfully demonstrated its ability to
reinvigorate a standalone New Zealand entity that was formerly owned by a multinational
corporation and create value for our shareholders in the process. Our 2010 acquisition of Shell's
New Zealand downstream assets (now Z Energy) is an example of our ability to enhance a
significant New Zealand infrastructure business."

“This is a unique opportunity for Brookfield to invest in a large-scale, high-quality data infrastructure
business with one of New Zealand’s most experienced infrastructure managers,” said Stewart
Upson, Managing Partner, Brookfield and CEO Asia Pacific. “Data has been one of the fastest
growing commodities in the world. We expect this rapid growth to persist for the foreseeable future,
driven by greater smartphone penetration, increasing video consumption, the advent of 5G
networks and new and evolving uses.”

Vodafone NZ CEO, Jason Paris, welcomed Infratil and Brookfield’s investment and involvement in
the business, saying: "We have a lot of respect for both Infratil and Brookfield and we are very
pleased to have these two experienced global infrastructure investment partners on board. Infratil

1
The purchase price is subject to post completion adjustment for working capital, net debt and capital expenditure as at completion of
the Acquisition
2
By mobile subscriber market share. New Zealand Commerce Commission Annual Telecommunications Monitoring Report – 18
December 2018
3
Announced sale of ANU student accommodation concession and NZ Bus. Announced strategic review of Perth Energy

2

brings extensive knowledge and experience of the sector. I believe Marko Bogoievski’s
professional background in the sector will be valuable and I look forward to working closely with
him and the Infratil team moving forward.”

“Similarly, Infratil's investments in Trustpower, RetireAustralia and Wellington Airport mean it is
acutely aware of the customer focus of our business. The closer proximity of capital providers and
operators will result in a more pragmatic and responsive approach to investing in the business. We
look forward to their support in continuing our customer experience enhancement initiatives and
extending our strong track record of growth through innovation and strategic acquisition."

Completion is conditional on Overseas Investment Office approvals and Commerce Commission
clearance. Infratil anticipates that these conditions will be satisfied by August, and completion will
occur by 31 August 2019. The conditions must be satisfied within eight months of signing. Given
the competitive nature of the fixed broadband market, Infratil believes there is a very strong basis
for Commerce Commission clearance to be granted. If Infratil cannot obtain Commerce
Commission clearance, the Acquisition agreement would require Infratil to divest its interest in the
Vodafone transaction, or failing that divest its stake in Trustpower by the eight-month deadline. The
Commerce Commission clearance condition could also be satisfied if Trustpower had sold its retail
business in the required time. Trustpower will remain free to pursue its successful multi-utility retail
strategy.

The acquisition is supported by a strong investment rationale

"The Vodafone NZ Acquisition is consistent with our plan to reshape our portfolio and maintain a
balanced growth profile. It also significantly increases our exposure to high conviction trends
surrounding data and the infrastructure required to deliver future communication models," said
Marko Bogoievski, CEO of Infratil.

"Vodafone NZ has been rigorously assessed over the past several months. We have done an
extensive amount of work to ensure we understand the opportunities available to the business, in
particular, the ability to use next generation 5G technology to significantly enhance network
capability and future services to Vodafone NZ customers. We expect that this Acquisition will create
strong, long-term value for Infratil shareholders."

Key investment considerations include:
• Attractive market dynamics driven by growth in mobile usage and data consumption;
• Established market position (#1 in mobile and #2 in fixed broadband) in the New Zealand
telecommunications sector;
• Extensive national infrastructure, including over 1,500 mobile cell sites, spectrum rights and
a rural satellite network, over 10,000km of cabling, local fibre in major city centres, Hybrid
Fibre Coaxial gigabit network in Wellington and Christchurch as well as access to the
Tasman Global Access cable;
• Executive team with a wealth of telecommunications industry experience and a proven track
record of delivering growth and improving customer experience through innovation;
• A sensible regulatory environment, with the Government sponsored fibre roll-out initiative
and enhancement of rural coverage, provides additional opportunities;
• A cornerstone investment within a simplified Infratil portfolio, that provides stable earnings
and strong New Zealand cash flow generation to support current and future growth
opportunities;
• Infratil's demonstrated track record of establishing and supporting a standalone New
Zealand entity formerly held within a multinational and creating significant value for Infratil
shareholders;
• Vodafone NZ will continue to benefit from being a Vodafone Partner Market under long-
term service agreements, ensuring the best of "Global and Local" for New Zealanders; and
• Investing alongside an experienced global infrastructure investment partner in Brookfield.

3

Acquisition funding

The NZ$3.4 billion purchase price is to be funded via a NZ$1,029 million equity contribution from
each of Infratil and Brookfield, with the balance funded from Vodafone NZ level debt and a portion
of equity reserved for the Vodafone NZ executive team.

Infratil's equity contribution is expected to be funded via a fully underwritten equity raising of up to
NZ$400 million, with the remainder to be funded through a combination of NZ$400 million of debt
from a committed acquisition debt facility and the use of existing debt facility headroom.

A significant proportion of any equity raising is expected to be directed towards existing
shareholders.

Infratil will continue to evaluate the optimal timing to undertake an equity raising. The timing and
structure will be subject to market conditions.

Infratil governance

Infratil notes that Alison Gerry (an independent director of Infratil) was also a director of Spark
Limited (“Spark”) but resigned as a director of Spark on 13 May 2019. Ms Gerry has not
participated in discussions relating to, and has not been provided with access to any information
on the Acquisition. Conflicts management protocols were agreed with Ms Gerry following her
appointment as a director of Spark to ensure she would not be provided with confidential
information concerning developments in the telecommunications sector. These protocols will
continue to apply in respect of Vodafone NZ for an appropriate further period after completion of
the Acquisition (and these protocols also apply to relevant Trustpower information).

Further information

Further details of the Acquisition are set out in the Investor Presentation also provided to the NZX
and ASX today.


Any enquiries should be directed to:

Mark Flesher, Investor Relations, Infratil Limited, mark.flesher@infratil.com

Media enquiries can also be directed to:

Hugo Shanahan, SenateSHJ, hugo@senateshj.co.nz / +64 275 111 561

4

About Brookfield

Brookfield Asset Management Inc. is a leading global alternative asset manager with over
US$365 billion in assets under management. The company has a 120-year history of owning and
operating assets with a focus on real estate, renewable power, infrastructure and private equity.
Brookfield is co-listed on the New York, Toronto and Euronext stock exchanges under the symbol
BAM, BAM.A and BAMA, respectively.

Brookfield's New Zealand investment credentials include Powerco (New Zealand's second largest
electricity and gas distribution company – sold in 2013) and C3 (New Zealand's leading provider of
forestry aligned logistics). Brookfield also owns the largest tower operator in France with 7,000
towers and active rooftop sites, 5,500km of fibre backbone in France, and 41 data centres globally.

Further information is available at www.brookfield.com

About Vodafone NZ

Vodafone NZ is an integrated telecommunications company and an integral part of everyday
New Zealander’s lives. It offers a full suite of products (mobile, fixed line broadband & telephone
and TV) to service consumer, enterprise and wholesale customers. It also has the #1 market
position in mobile
4
, with a focus on retaining and attracting higher revenue customers, and the #2
market position in fixed broadband
5
. Vodafone NZ has an extensive mobile network, providing 98%
population coverage, alongside its extensive national infrastructure of mobile towers, spectrum and
fibre assets.

Vodafone NZ's management team has a wealth of telecommunications industry experience and a
proven track record of delivering growth and improving customer experience through innovation.
The management team will continue to execute on strategic initiatives, with customer focus at its
core. Vodafone NZ will continue to benefit from being a Vodafone Partner Market and have entered
into a suite of agreements governing the provision of services and products from Vodafone Group
Plc to Vodafone NZ. This will allow Vodafone NZ to focus on providing the best of "Global and
Local" for New Zealanders.

4
By mobile subscriber market share. New Zealand Commerce Commission Annual Telecommunications Monitoring Report – 18
December 2018
5
By fixed broadband connection market share. New Zealand Commerce Commission Annual Telecommunications Monitoring Report
– 18 December 2018

---

Acquisition of
Vodafone NZ
Investor Briefing Pack
14 May 2019

Disclaimer
Disclaimer
This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (Company).
To the maximum extent permitted by law, the Company, its affiliates and each of their respective affiliates, related bodies corporate,
directors, officers, partners, employees and agents will not be liable (whether in tort (including negligence) or otherwise) to you or any
other person in relation to this presentation.
Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation.
The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information
which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product
disclosure statement under the Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth). The historical
information in this presentation is, or is based upon, information that has been released to NZX Limited (NZX) and ASX Limited. This
presentation should be read in conjunction with the Company’s Annual Report, market releases and other periodic and continuous
disclosure announcements, which are available at www.nzx.com, www.asx.com.auorinfratil.com/for-investors/.
United States of America
This presentation is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. In particular, this
presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other
jurisdiction in which such an offer would be illegal. The potential equity capital raising and any securities mentioned in this presentation,
have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or thesecurities laws
of any state or other jurisdiction of the United States
Not financial product advice
This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a recommendation to
acquire the Company’s securities, and has been prepared without taking into account the objectives, financial situation or needsof
prospective investors.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and
is not) an indication of future performance. No representations or warranties are made as to the accuracy or completeness ofsuch
information.
Future performance
This presentation may contain certain “forward-looking statements” about the Company and the environment in which the Company
operates, such as indications of, and guidance on, future earnings, financial position and performance. Forward-looking statements often
include words such as “may”, “anticipate”, “expect”, “intend”, “plan”, “believe”, “continue” or similar words in connection withdiscussions
of future operating or financial performance. Forward-looking information is inherently uncertain and subject to contingencies outside of
the Company’s control, and the Company gives no representation, warranty or assurance that actual outcomes or performance will not
materially differ from the forward-looking statements.
2InfratilInvestor briefing pack

Disclaimer
Financial data
This presentation contains certain financial information relating to Vodafone New Zealand Limited (VNZ), which has been derived from
unaudited financial statements of VNZ. Such financial information does not purport to be in compliance with Rule 3-05 of Regulation S-X
under the U.S. Securities Act.
This presentation contains pro forma historical financial information. In particular, a pro forma balance sheet as at 31 March 2019 has
been prepared by Infratil based on the unaudited VNZ balance sheet as at that date. Infratil has also prepared a pro forma Net Debt and
gearing position of Infratil as 31 March 2019 as if the Acquisition had taken place on that date. The pro forma historical financial
information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is not represented as,
being indicative of Infratil’s future financial condition. In addition, the pro forma historical financial information included in this
presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and
Exchange Commission.
This presentation contains certain financial information and measures that are “non-GAAP financial information” under the FMA Guidance
Note on disclosing non-GAAP financial information, "non‐IFRS financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS
financial information’ published by the Australian Securities and Investments Commission (ASIC) and "non‐GAAP financial measures"
within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under New
Zealand equivalents to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International
Financial Reporting Standards (IFRS). The non-IFRS/GAAP financial information and financial measures include Underlying EBITDA,
Underlying EBITDAF, and Net Debt. The non-IFRS/GAAP financial information and financial measures do not have a standardised meaning
prescribed by the NZ IFRS, AAS or IFRS, and therefore, may not be comparable to similarly titled measures presented by other entities,
nor should they be construed as an alternative to other financial measures determined in accordance with IFRS, AAS or IFRS. Although
Infratil believes the non-IFRS/GAAP financial information and financial measures provide useful information to users in measuring the
financial performance and conditions of Infratil, you are cautioned not to place undue reliance on any non-IFRS/GAAP financial
information or financial measures included in this presentation.
Infratil has a 31 March financial year end.
Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.
No part of this presentation may be reproduced or provided to any person or used for any other purpose.
3InfratilInvestor briefing pack

Transaction
Summary
Infratil and
Brookfield to
acquire Vodafone
NZ for an
enterprise value of
NZ$3.4 billion
Transaction
summary
•A consortium owned by Infratil and Brookfield has executed a conditional agreement to acquire Vodafone
NZ from Vodafone Group for an enterprise value of NZ$3.4 billion
•Implied EV/EBITDA multiple of 6.9x –7.4x
1
•Infratil and Brookfield, an experienced global infrastructure investment partner, will each own ~49.9% of the
Company, with the balance reserved for the Vodafone NZ executive team
•The acquisition is strategically and financially compelling for Infratil shareholders:
✓Transformative investment in a high-quality infrastructure asset in the critical data and communications
sector of the New Zealandeconomy
✓Strong, stable NewZealand cash flows to strengthen portfolio and support Infratil dividend profile in
the medium-term
✓Data growth, cost transformation, 5G investment, and potential for future network sharing create
opportunities to generate 'Core+' return profile
✓Infratil is experienced in establishing and supporting a standalone New Zealand entity, formerly held
within a multinational, and creating significant value for Infratil shareholders
Funding
•NZ$3.4 billion purchase price funded via NZ$1,029
2
million consideration from each of Infratil and
Brookfield, with the balance funded from Vodafone NZ level debt and Vodafone NZ executive team equity
•Infratil's consideration is expectedto befunded via:
-fully underwritten equityraising of up to NZ$400 million to be undertaken by UBS New Zealand Limited
-balance to be funded through a combination of NZ$400 million of debt from a committed acquisition
debt facility
3
and the use of existing debt facility headroom
•A significant proportion of any equityraising is expected to be directed towards existing shareholders
•Infratil will continue to evaluate the optimal timing to undertake an equity raising. Timing and structure will
be subject to market conditions
•The debt and equity components will be sized to ensure Infratil maintains flexibility to support existing
development platforms and future investment opportunities
Timingand
conditions
•Acquisition expected to complete in August 2019 and is subject to New Zealand Overseas Investment Office
regulatory approval and Commerce Commission clearance aswell asother customary conditions
Notes:
1.EV/EBITDA multiple is based on full year 2020 forecast Underlying EBITDA guidance of NZ$460-490 million for Vodafone NZ
2.The purchase price is subject to post completion adjustments for working capital, net debt and capital expenditure as at completion of the acquisition
3.Acquisition debt facilities of up to NZ$800 million available (only NZ$400 million expected to be drawn)
InfratilInvestor briefing pack4

Portfolio
Strategy
Cash generating
'Core' assets
supporting
reinvestment in
high returning
growth platforms
Infratil's portfolio strategy remains consistent
•Cash generating 'Core' assets support establishment of new options
and reinvestment in higher-returning growth platforms
•Balance of 'Core', 'Core+' and 'Development' investments optimises
equity returns while balancing credit metrics and liquidity risk
•Growth platforms in high-conviction sectors create proprietary
reinvestment opportunities and valuation gains
Infratil continues to deliver on its strategic imperatives
•"Portfolio tightening" is nearing completion
•Capital deployment remains focussed on data & connectivity and
renewable energy platforms
•Strategy continues to generate strong shareholder returns
The future direction of the portfolio is now well set
•The Infratil portfolio is in balance to deliver its target returns
•Existing growth platforms will continue to drive earnings growth
and capital deployment
•Vodafone NZ provides a strong New Zealand asset to strengthen
the core and maintain balance as growth platforms expand
InfratilInvestor briefing pack5
Hydro

62%
35%
3%
New ZealandAustraliaUSA
38%
38%
15%
6%
Renewable EnergyData & ConnectivityAirportsRetirementOther
48%
22%
19%
8%
52%
44%
38%
38%
15%
6%
62%
35%
Transformative
Acquisition
Vodafone NZ is a
cornerstone
platform
investment that
strengthens the
cash generative
core while
significantly
increasing the
portfolio weighting
to connectivity and
long-term data
growth
InfratilInvestor briefing pack
The acquisition continues
Infratil's recent capital
deployment focus on data
and connectivity...
... as well as its New Zealand
exposure
... and strengthens the cash
generative core of the
portfolio...
6
Pre-acquisition
1
Post-acquisition
1
Notes:
1.Based on internal investment valuations as at 31 March 2019

53%
47%
Consumer
Enterprise & Wholesale
54%
46%
Mobile
Fixed
Vodafone NZ
Snapshot
Vodafone NZ is an
integrated
communications
network. It has the
#1 market position
in mobile and the
#2 market position
in fixed broadband
Service revenue by segment and product
1
Market leader in mobile with a full-service
telecommunications offering
Leading integrated services provider to
consumer, SME and enterprise customers
•#1 player in mobile with 41% subscriber market
share
1
•#2 player in fixed broadband with 26% connection
market share
1
•TV offering, including wholesale arrangement with
Sky Network Television Limited
•Leading Internet of Things ("IoT") platform with
1.6m local connections
•FY2019 revenue of NZ$2.0 billion and Underlying
EBITDA
2
of NZ$463 million for the 12 months to
31 March 2019
3
Mobile
Broadband
TV
Voice
Full suite of product offerings
•The quality and availability of telco infrastructure is
critical for the future competitiveness of the
New Zealand economy
•Mobile network with 98% population coverage
(over 95% via 4G), alongside a strong spectrum
position
•Nationwide fibre backbone, local CBD fibre,
residential Hybrid Fibre Coaxial network in two
major cities and regulated access to copper and
fibre-to-the-premises networks
InfratilInvestor briefing pack7
Notes:
1.New Zealand Commerce Commission Annual Telecommunications Monitoring Report–December2018
2.Underlying EBITDA includes adjustments primarily relating to separation and transition costs
3.Unaudited results as at 31 March 2019

Historical
Financial
Profile
Vodafone NZ
provides stable
earnings and strong
New Zealand cash
flow generation
Revenue ($Millions)Capex ($Millions)
Underlying EBITDA
1
($Millions)Underlying EBITDA less capex ($Millions)
% yoy growth
3.3%
% of revenue
11.7%11.0%12.0%0.6%(2.6%)12.7%
% margin
21.5%23.1%22.9%23.3%
InfratilInvestor briefing pack8
1,963
2,027
2,039
1,986
FY2016FY2017FY2018FY2019
Service revenueOther revenue
229
223
244
253
FY2016FY2017FY2018FY2019
422
469
466
463
FY2016FY2017FY2018FY2019
193
246
222
210
FY2016FY2017FY2018FY2019
Notes:
1.Underlying EBITDA includes adjustments primarily relating to separation and transition costs
2.FY2019 results are unaudited results for the year ended 31 March 2019
2
2
2
2

Investment
Rationale
The acquisition is
strategically and
financially
compelling for
Infratil
shareholders
InfratilInvestor briefing pack9
•Opportunity to grow earnings
through improved utilisation of
current and future networks to
significantly enhance network
capability and future services to
customers
•Cost transformation programme to
generate significant annual cost
savings
•New Zealand is a stable
mobile market with 3
network operators
•Multiproduct offering
reduces churn rates
•Overall market
underpinned by strong
economic fundamentals
•Nationwide wireless and fibre
network:
‒1,575 cell sites
‒>10,000km of fibre optic cable
‒HFC network –120k homes
connected
‒International subsea cables
•Opportunity to improve utilisation
of existing network
•Consortium comprised of two
experienced, operations focussed
shareholders
•Extensive experience in the
New Zealand market and global
telecommunications sectors
•History of successful carve out
transactions including separation,
rebranding and transformation
•Highly credentialed
management team
with strong track
record
•Previously distracted
by Sky Merger and
IPO processes
•Leading mobile operator and 2
nd
largest broadband provider
•Mobile market position supported
by leading infrastructure position
•Fixed broadband market is
relatively commoditised due to
Ultra-Fast Broadband
Sensible
Industry
Structure
Experienced
Management
Team with
Strong Track
Record
Operational
Enhancements
and Cost
Rationalisation
Experienced,
Operations
Focussed
Sponsors
Premier NZ
Mobile
Operator
New Zealand’s
Leading Data
Infrastructure
Network
New Zealand

Corporate
Carve out
Credentials
Z ENERGY CASE STUDY
Infratil is
experienced in
establishing and
supporting a
standalone
New Zealand entity
formerly held
within a
multinational and
creating significant
value for Infratil
shareholders
✓New executive team, supported by Infratil specialists, put
in place to manage the transition and implement the
post-acquisition strategy
✓Undertook a rebranding exercise from Shell to Z Energy
and established new treasury, procurement and risk
corporate functions
✓Installed more efficient product procurement and refining
arrangements
✓Developed a business strategy of seeking investment and
growth opportunities to take advantage of the
retrenchment model of competition
Achievements under Infratil ownership:
•Leading market position in a structurally attractive
industry (Infratil familiar with the energy and transport
sectors)
•Difficult to replicate assets and infrastructure –quality
portfolio of commercial customers and retail sites
•Strong cash flows with long-term business improvement
initiatives and reinvestment potential
•Ability to introduce an experienced local management
team that could seek to leverage the benefits of a
New Zealand owned and managed downstream business
during a period of potentially significant industry
restructure
Z Energy investment thesis (2010):
InfratilInvestor briefing pack1010

Overview of Vodafone NZ

Vodafone NZ
Business
Highlights
The quality and
availability of the
Vodafone NZ
networks have a
direct bearing on
New Zealand's
competitiveness and
future growth
prospects
•An integrated telecommunications companyand an integral part of everyday Kiwi life
•#1market position in mobile and exposure to broadband, fixed line and content growth
•Sensible regulatory environment and supportive market backdropwith strong fundamentals
driven by the explosion in data consumption and connectivity
•Extensive national infrastructure of mobile towers, spectrumand fibre assets
•Significant and hard to replicate asset base
•Proventrack record of delivering growth and improving customer experience through
innovation
•Ability to use 5G technology to significantly enhance network capability and future services to
customers
•Attractive financial profile with stablemargins and strong cash conversion
•Executive team with a wealth of telecommunications industry experiencesupported by
experienced new owners
•Willcontinue to execute on the Company's strategic initiatives, with customer focus at its core
•VodafoneNZwill continue to benefit from being a Vodafone Partner Market
•Providesthe best of "Global and Local" for New Zealanders
InfratilInvestor briefing pack12

Market
Dynamics
The market is
competitive, but
growth
opportunities are
emerging for
Vodafone NZ
•New Zealand is an attractive market with three mobile network operators
•Market is competitive, but not irrational, with key drivers being convergence, unlimited
offers, value added services, budget brands and competing priorities by each market player
•Industry dynamics will create opportunities as many players confront the task of creating
returns in a saturated and capital intensive industry and are therefore considering ways to
grow industry revenues and profitability
•Vodafone NZ has high-quality assets with scale advantages across a number of areas that
can be better utilised to improve core business performance and enable VodafoneNZto
launch into new digital adjacencies over time
•Management has faced significant historical challenges for a variety of reasons, but all are
being addressed. VodafoneNZis confident it has the right combination of skills in the
leadership team to plan, prioritise and execute value-based initiatives
•Action has been quickly taken and a business reset is underway with Phase 1 focussed on a
cost reset, product and plan simplification/migration and revenue optimisation
•These programmes are showing good early signs and Vodafone NZ is confident it will return
to single digit revenue and Underlying EBITDA growth this financial year
InfratilInvestor briefing pack13

15%
85%
53%
47%
Well
Positioned
Across All
Segments
Vodafone NZ is an
integrated
communications
network with scale.
It has the #1
market position in
mobile, the #2
market position in
fixed broadband
and a balanced
portfolio mix
across Consumer
and Enterprise
Balanced portfolio mix
41%
59%
#1
Others
Others
Other (Sky TV)
26%
74%
#2
#2
InfratilInvestor briefing pack14
Traditional Pay TV connection share
Fixed broadband connection share
1
Mobile subscriber share
1
Enterprise &
Wholesale
Consumer
Revenue Mix
2
Notes:
1.New Zealand Commerce Commission Annual Telecommunications Monitoring Report –December 2018
2.Unaudited results as at 31 March 2019

Nationwide fixed network infrastructure
•Over 10,000km of cabling connecting consumer and enterprise
customers
•National high capacity backhaul network and access to the Tasman
Global Access cable
•Local fibre in Wellington, Kapiti and Christchurch
•Hybrid Fibre Coaxial (HFC) gigabit network passing c.240k premises in
Wellington and Christchurch
•Capability to deliver services over all technologies –Fibre, Cable, VDSL
and ADSL
Strong
Infrastructure
Assets
Extensive national
network and
platform
infrastructure of
mobile towers,
spectrum, IoT
networks and fibre
assets
Extensive network and strong spectrum position
•Over 1,500 mobile cell sites delivering a mix of 2G, 3G and 4G services –80% of sites are connected by
Vodafone NZ’s fibre backhaul network
•98% population coverage, with over 95% 4G coverage
•80% broadband coverage of rural New Zealand
•Extensive spectrum holdings available for mass market use
•Awarded Ookla top mobile network speed
•Roaming network in 200+ destinations (4G in 100+ destinations). Vodafone NZ will continue to benefit from
being a Vodafone Partner Market
InfratilInvestor briefing pack
Vodafone NZ fixed
network coverage
Nationwide Internet of Things ("IoT") networks
•Two nationwide IoT networks (NB-IoT and LTE-M) supporting over 1.6m cellular IoT connections
15

IoTVodafone TVAutomationand Chat Bot
Fixed Wireless Access CloudProcurement Services
RoamingSecurityBigData
Platforms for
Further
Growth
New Zealanders
will get access to
the best digital
services from New
Zealand and the
world, faster than
ever before
InfratilInvestor briefing pack16

Business Plan
•Create a standalone New Zealand business focussed on New Zealand customers and be prepared to make
the necessary investments to enhance the long-term market position of the business
•Ensure New Zealanders receive the best of "Global and Local" through benefits of being a Vodafone Partner
Market
•Invest in next generation technology to significantly enhance network capability and future services to
customers
•Improve utilisation of existing networks, including HFC infrastructure and migration of customers to fixed
wireless productsto increase "on-net" revenue and reduce third party charges
•Introducenew service offerings, simplified product plans and new digital solutions to enhance customer
experience
•Continuecost transformation programme supported byinvestment across digital platforms to generate
significant annual cost savings, product development and service gains
•Enhance wholesale and mobile virtual network operator offering and product development
•Provide industry leadership around network sharing and rationalisation for future generations of mobile
technology
Vodafone NZ
Provides a
Platform for
Further
Growth
Business plan set to
tighten the focus
of Vodafone NZ
and prepare for
major investments
in network
capability and
refreshing the
connection to New
Zealanders
InfratilInvestor briefing pack17

Positive Early
Signs
A clear plan is
underway to reset
Vodafone NZ's cost
base, improve
customer experience
and return the
business to growth
•Cost transformation programme deliveringresults
•15% year-on-year call volume reduction into call centres, supported by investment in online
24/7 service channels and chat-bot technologies
•Organisation change completed and new operating model underway
•IT simplification andautomation progressing –e.g. customers can now be set-up, served
and billed from a single platform
•Transactional Net Promoter Score onthe rise
•Strong improvements in level of churn, with strong focus on existing customers
•New leadership team in place
InfratilInvestor briefing pack18

Jason ParisKate JorgensenAntony WeltonHelenvan Orton
•Chief Executive Officer
•Joined Vodafone NZ in
2018
•Former Chief Executive
of Home, Mobile and
Business at Spark
•Finance Director
•Joined Vodafone NZ in
April 2019
•Former CFO of KiwiRail
•Human Resources
Director
•15 years in the Vodafone
Group
•Chair of Vodafone NZ
Foundation
•Customer Operations
Director
•2 years at Vodafone NZ
•Former GM Corporate
Direct & Contact Centres
at Air New Zealand
Tony BairdCarolyn LueyKen TunnicliffeJuliet Jones
•Technology Director
•9 years at Vodafone NZ,
5 years in current role
•Former CEO of Farmside
•Consumer Director
•Joined Vodafone NZ in
November 2018
•Former GM Enterprise
Solutions & NZ at MYOB
and COO at NZME
•Enterprise Director
•15 years in the Vodafone
Group
•Leaving Vodafone NZ in
July 2019
•Legal, Regulatory &
Sustainability Director
•12 years at Vodafone NZ
•Former roles include
Rural Broadband
Program Lead & GM
Strategy
New
Leadership
Team
Leadership team
has a wealth of
communications,
infrastructure,
media and digital
experience and a
proven track
record of
delivering growth
InfratilInvestor briefing pack19

Board of
Directors
A highly
experienced Board
of Directors will
guide Vodafone NZ
through its next
stage of growth.
Governance rights
will be shared
50/50 with
Brookfield
InfratilInvestor briefing pack
Marko Bogoievski (Chair)
✓CEO of Infratil and H.R.L. Morrison & Co
✓Chairman of Longroad Energy
✓Previous Director of Z Energy, Trustpower and
Auckland Airport
✓Previous role as CFO of Telecom New Zealand
✓BCA (Victoria), MBA (Harvard), FCA
Will Smales
✓Head of Private Markets at H.R.L. Morrison &
Co with extensive investment experience across
telecommunications and data infrastructure
✓Director of Canberra Data Centres and
RetireAustralia
✓Previous investment roles with The Carlyle
Group
✓LLB, BCom(Otago), MBA (INSEAD)
Udhay Mathialagan
✓Senior Vice President of Investments for
Brookfield's Infrastructure Group in Asia Pacific
✓Chairman of Brookfield Asia Pacific DC
Management, a data centre business serving
global clients
✓Previous roles with Macquarie Capital's TMT
group and Crown Castle Australia
✓Founder and CEO of Insight Infrastructure
✓MBA (Rotterdam School of Management)
Felix Chan
✓Vice President of Investments for Brookfield's
Infrastructure Group in Asia Pacific
✓Previous roles as CFO of Tarantula Group, GM
Commercial Development at NBN Co. and CFO
of Insight Infrastructure
✓Various other roles with Crown Castle Australia,
Vertel and Vodafone Australia
✓MCom and BEc (Macquarie University), CPA
Jonathon Sellar
✓Managing Director and Chief Operating Officer
in Brookfield's Australian Infrastructure Group,
responsible for the asset management
functions
✓CFO of ASX-listed Prime Infrastructure from
2002 to 2010
✓Previous roles with InterGen Australia and PwC
✓BBus (Queensland University of Technology),
CA
20
Additional Infratil Director to be
appointed

Equity
Consortium
and Vodafone
Partner
Market
Commercial
Relationship
Providing the best
of "Global and
Local"
InfratilInvestor briefing pack
Vodafone Global Partnership arrangements
•Vodafone NZ will continue to benefit from being
a Vodafone Partner Market under long-term
service arrangements
•Vodafone NZ and Vodafone Group have also
entered into a suite of agreements governing the
provision of services and products from Vodafone
Group to Vodafone NZ
•Several core services including global roaming will
remain in place while other services are expected
to be transitioned away from Vodafone Group
over a period of 1-5 years
•New Zealand will become the largest of 41
Vodafone Partner Markets around the world –
from Chile to Canada, Singapore to Taiwan –and
will build new relationships with other Partner
Markets
Consortium Partner overview
•Brookfield Asset Management Inc. is a leading global
alternative asset manager with over US$365 billion in
assets under management. The company has a
120-year history of owning and operating assets with a
focus on real estate, renewable power, infrastructure
and private equity
•Brookfield is co-listed on the New York, Toronto and
Euronext stock exchanges
•Brookfield's New Zealand investment credentials
include Powerco (New Zealand's second largest
electricity and gas distribution company –sold in
2013) and C3 (New Zealand's leading provider of
forestry aligned logistics)
•Brookfield owns the largest tower operator in France
with 7,000 towers and active rooftop sites, 5,500km of
fibre backbone in France, and 41 data centres globally
•Infratil and Brookfield have a strong working
relationship and alignment of investment theses
•Infratil and Brookfield will each own ~49.9% of
Vodafone NZ, with the balance reserved for the
Vodafone NZ executive team
•A Shareholders Agreement has been entered into
between Infratil and Brookfield
21

Financial Impact and
Acquisition Funding

23
Vodafone NZ
Outlook
Vodafone NZ is set
to resume growth
following several
years of ownership
uncertainty and
management
changes
InfratilInvestor briefing pack
31 March ($Millions)2016201720182019
1
2020F
Mobile revenue
951 953 973 945
Fixed revenue
841 854 824 793
Other revenue
171 220 242 248
Total revenue1,9632,0272,0391,9862,000-2,100
Underlying EBITDA
2
422469466463460-490
Underlying EBITDA %22%23%23%23%23%
Capex229223244253300-350
Underlying EBITDA less capex193246222210110-190
Notes:
1.Unaudited results as at 31 March 2019
2.Underlying EBITDA includes adjustments primarily relating to separation and transition costs

Funding
Details
Infratil's
consideration of
NZ$1,029 million is
expected to be
funded via a fully
underwritten
equity raising, a
committed
acquisition debt
facility and existing
debt facilities
Sources($Millions)
Underwrittenequity raising
2
400
Acquisition debt facility
3
400
Use of existing debt facilities (total headroom of
~NZ$174m post acquisition)
2
229
Total Infratil consideration funding1,029
Sources($Millions)
Infratil consideration (~49.9%)1,029
1
Brookfield consideration (~49.9%)1,029
1
Asset level debt and Vodafone NZ executive
equity
1,342
Total sources of funds3,400
Infratil consideration fundingAcquisition funding sources and uses
Uses($Millions)
Vodafone NZ purchase price (incl. transaction
costs)
1
3,400
Total uses of funds3,400
InfratilInvestor briefing pack24
•A significant proportion of the equity raising is
expected to be directed towards existing
shareholders
•Infratil will continue to evaluate the optimal timing
to undertake an equity raising
•Infratil has appointed UBS New Zealand Limited to
manage and underwrite any equity raising
Notes:
1.The purchase price is subject to post completion adjustments for working capital, net debt and capital expenditure as at completion of the acquisition
2.Estimated
3.Acquisition debt facilities of up to NZ$800 million available (only NZ$400 million expected to be drawn)

Debt Funding
Details
The funding
package will leave
Infratil’s balance
sheet in a position
to support growth
and future
development
platforms
Total net debt and gearing impact of acquisition
and equity raise
($Millions)
31 March
2019
1
31 March
2019
2
Net bank debt (cash on hand)45674
Infratil Infrastructure bonds905905
Infratil Perpetualbonds232232
Total net debt1,1821,811
Market value of equity2,3322,732
Totalcapital3,5144,543
Gearing (net debt/total capital)34%40%
3
Infratil undrawn bank facilities403~174
100% subsidiaries cash55
Funds available458
•Transaction is expected to be credit enhancing
for Infratil in the medium-term
✓Balance sheet in a position to support
growth and future development
✓Improves Infratil's earnings diversification
and resilience
✓Increases cash flow generation from highly
defensive assets
•Debt funding comprises:
•Committed acquisition debt facility of
NZ$800 million, of which approximately
NZ$400 million is expected to be drawn
•Drawdown of NZ$229 million of existing debt
facilities
•Infratil's capital position will continue to be
managed through:
✓Debt facility repayments through proceeds
from recently announced asset sales and
ongoing strategic reviews
✓Bank debt refinancing
✓Accessing domestic bond market
InfratilInvestor briefing pack2525
Notes:
1.2019 Infratil Investor Day forecast
2.Impact of the acquisition on Infratil’s 31 March balance sheet
3.Prior to the receipt of proceeds from strategic reviews currently underway

Financial
Impact
The acquisition is
expected to deliver
strong cash flow to
support Infratil's
dividend and
targeted equity
returns in the
long-term
InfratilInvestor briefing pack26
Infratil FY2020 earnings guidance
1
and dividends
Guidance
1
($Millions)20202020
2
Underlying EBITDAF510-540635-675
Netinterest150-160165-175
Depreciation& amortisation160-170160-170
Capital expenditure700-800700-800
•Infratil will treat its investment in Vodafone NZ
as an investment in associate and equity
account its share of Vodafone NZ’s net profit
after tax within its consolidated P&L (the same
as Canberra Data Centres and RetireAustralia)
•Consistent with the treatment for Canberra
Data Centres, Vodafone NZ’s contribution to
the Infratil group EBITDAF guidance will be
based on Infratil’s proportionate share of the
operating company Underlying EBITDA
•Vodafone NZ full year FY2020 Underlying
EBITDA is forecast to be between
NZ$460-$490 million
•Included in Infratil’s FY2020 guidance
1
is a
7 month contribution from Vodafone NZ,
based on a 49.9% share of Underlying EBITDA
•Post equity raise, the acquisition is expected
to be reported EPS accretive for Infratil
shareholders from FY2022
•Forecast cash flows to Infratil for the transition
period are impacted by separation costs, and
implementation of the cost transformation
programme and investment for future growth
•Infratil expects its FY2020 dividend to be maintained
at the current level on a dividend per share basis
•Underlying EBITDAF guidance is presented on a
continuing operations basis and therefore excludes
any contributions from NZ Bus, ANU and Perth Energy
•Capital expenditure excludes the acquisition of
Vodafone NZ, and includes a proportionate share of
capital expenditure spent by other associates
Notes:
1.2020 guidance is based on Infratil management’s current expectations and assumptions about the trading performance of Infratil’s continuing operations and is
subject to risks and uncertainties, is dependent on prevailing market conditions continuing throughout the outlook period andassumes no major changes in the
composition of the Infratil investment portfolio. Trading performance and market conditions can and will change, which may materially affect the guidance set out
above
2.Postacquisition of Vodafone NZ

Regulatory
Approval
8 month periodto
obtainbut
anticipated to be
obtained by
August, with
completion
expected by
31 August 2019
New Zealand Overseas Investment Office (OIO)
•Brookfield is an "overseas" person as defined in the Overseas Investment Act 2005
•The consortium therefore requires OIO approval to acquire sensitive New Zealand assets
•The OIO application was submitted in March 2019
•The consortium has assessed the likelihood of receiving OIO approval as high. The consortium is confident of
meeting the relevant criteria and notes that Brookfield has previously been granted consent to acquire sensitive
New Zealand assets
New Zealand Commerce Commission (NZCC)
•Infratil owns 51% of Trustpower. Trustpower has a 5% fixed broadband market share by connection. Vodafone NZ
has a 26% fixed broadband market share by connection. In comparison, Spark is the largest player in the market
with 43%, with Vocus and 2degrees 3rd and 4th with 13% and 5% respectively
•Given the competitive nature of the fixed broadband market, the consortium believes there is a very strong basis
for Commerce Commission clearance to be granted
•Structural separation of the market, open access fixed networks and equivalent wholesale access level the playing
field for smaller players and new entrants
•If Infratil cannot obtain NZCC clearance, the acquisition agreement would require Infratil to divest its interest in the
Vodafone transaction, or failing that divest its stake in Trustpower by the 8 month deadline. The NZCC clearance
condition could also be satisfied if Trustpower had sold its retail business in the required time
•Trustpower will remain free to pursue its successful multi-utility retail strategy
InfratilInvestor briefing pack27