Infratil Notice of Meeting 2019

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




25 July 2019



Infratil Notice of Meeting 2019


Infratil Limited's Notice of Meeting (and Proxy Form) for its 2019 Annual Meeting is attached.

The 2019 Annual Meeting will be held at 2.30pm on Thursday, 22 August 2019 in the Crystal
Ballroom, Cordis Hotel, 83 Symonds Street, Auckland.

The PwC benchmarking report (relating to directors’ fees) and the proposed New Constitution referred
to in the Notice of Meeting may be viewed on Infratil’s website at https://infratil.com/for-investors/.




Any enquiries should be directed to:

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

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Infratil
Notice of
Meeting
2019

12
The shareholders of Infratil Limited
25 July 2019

Shareholders have already received Infratil’s 2019 Annual Report
in which I, and Marko Bogoievski on behalf of the manager,
Morrison & Co, comment on the activities of Infratil over the
past year and on the future prospects for Infratil.
The Annual Meeting is in Auckland this year. A number of matters
are to come before shareholders for voting at the Annual
Meeting. These include:
• The re-election of Alison Gerry as a Director and the election
of Kirsty Mactaggart and Catherine Savage as Directors.
• Setting the aggregate fees payable to Directors by Infratil
and certain of its subsidiary companies.
• Amendments to Infratil’s constitution to reflect the
requirements of the new NZX Listing Rules.
• Authorisation for the Directors to fix the auditor’s
remuneration.
The Board reviews directors’ fees annually to ensure that fees
do not fall out of step with the market, reflect the commitment
required of an Infratil director, and ensure that Infratil continues
to attract high quality director candidates. This year the Board
engaged PwC to undertake a benchmarking exercise in order
to assess the appropriateness of directors’ fees paid to Directors.
Infratil operates in several significant sectors and has
investments across three geographies, which sets the framework
for seeking to attain shareholder returns targeted by Infratil but
also increases the complexity of matters for consideration by the
Board. As a result, the Board is proposing to seek shareholder
approval to increase the directors’ fee pool to enable directors’
fees to be set consistent with the 75th percentile of comparator
group 2 in the PwC benchmarking report, but with the increases
to directors’ fees expected to be implemented over a three-year
period across the 2020, 2021 and 2022 financial years. Details
of the directors’ fees for which approval is sought, together with
a link to the PwC benchmarking report, are set out in the Notice
of Meeting.
The Notice of Meeting that follows also includes a Disclosure
Document (Annexure A) describing the Share Buyback
Programme which Infratil has decided to continue. Your directors
consider that, from time to time, buying back shares may be the
best use of Infratil’s funds. Accordingly, Infratil wishes to keep
open that investment opportunity for the next 12 months, as it
has done for a number of years.
The Board would also like to take the opportunity to
acknowledge the contribution of Humphry Rolleston, who is
retiring as a Director at the Annual Meeting. Mr Rolleston joined
the Board in 2006 and has made a significant contribution to
Infratil’s success over his 13 year tenure.
I look forward to seeing you at the Annual Meeting, presenting
our results and answering any questions you may have.
Mark Tume
Chairman

34
Notice of
Annual Meeting
Notice is hereby given pursuant to section 120 of the
Companies Act 1993 that the 2019 annual meeting of
shareholders (Annual Meeting) of Infratil Limited (Infratil)
will be held in the Crystal Ballroom, Cordis Hotel,
83 Symonds Street, Auckland on Thursday, 22 August 2019,
commencing at 2:30 pm.
Business
A. Chairman’s Introduction
B. Chief Executive’s Review
C. Presentation of the Annual Report for the year ended
31 March 2019 and the report of the auditor
To receive and consider the Annual Report of Infratil for
the year ended 31 March 2019. Shareholders will have
an opportunity to raise questions on the Report and on the
performance and management of Infratil generally.
D. Resolutions
To consider and, if thought fit, pass the following resolutions:
1. Re-election of Ms Alison Gerry: That Alison Gerry be
re-elected as a director of Infratil.
2. Election of Ms Kirsty Mactaggart: That Kirsty Mactaggart
be elected as a director of Infratil.
3. Election of Ms Catherine Savage: That Catherine Savage
be elected as a director of Infratil.
4. Directors’ remuneration: That the maximum aggregate
remuneration payable to all Directors (in their capacity as
a director of Infratil and certain of its subsidiaries) based
on a board of 7 Directors be increased by $294,802 from
an effective $1,034,573 to $1,329,375 per annum (plus
GST or VAT, as appropriate).
5. Changes to the Constitution: That the existing constitution
of Infratil be revoked and a new constitution in the form
tabled at the Annual Meeting, and referred to in the
explanatory notes, be adopted with effect from the close
of the Annual Meeting.
6. Auditor’s remuneration: That the Board be authorised to
fix the auditor’s remuneration.
Ordinary Resolutions
Resolutions 1-4 and 6 set out above are each to be
considered as a separate ordinary resolution. To be passed,
each resolution requires a simple majority of votes of holders
of ordinary shares of Infratil, entitled to vote and voting.
Special Resolution
Resolution 5 set out above is to be considered as a special
resolution. To be passed, resolution 5 requires a majority of not
less than 75% of the votes of holders of ordinary shares of
Infratil, entitled to vote and voting.
Proxies
Any shareholder of Infratil who is entitled to attend and vote
at the Annual Meeting may appoint a proxy to attend and
vote instead of him or her. A proxy does not need to be a
shareholder of Infratil. The Chairman of the Meeting is
prepared to act as proxy. Any un-directed votes in respect of
a resolution, where the Chairman of the Meeting is appointed
as a proxy, will be voted in favour of the relevant resolution,
other than when he or she is prohibited from voting on that
resolution. A shareholder entitled to cast two or more votes
may appoint two proxies and may specify the proportion or
number of votes each proxy is appointed to exercise. If the
shareholder does not specify the proportion of the
shareholder’s voting rights each proxy is to represent, each
proxy will be entitled to exercise half the shareholder’s votes.
To appoint a proxy you can complete and sign the enclosed
Proxy Form and return it by delivery, mail, facsimile or scan
and email to the share registrar of Infratil or lodge online:
Delivery by hand:
Infratil Limited
C/- Link Market Services Limited
Level 11, Deloitte Centre, 80 Queen Street
Auckland 1010, New Zealand
Mail:
Infratil Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142, New Zealand

56
Facsimile: +64 9 375 5990
Scan and email: meetings@linkmarketservices.co.nz
Please put the words “Infratil Proxy Form” in the subject line
for ease of identification
Online: You may lodge your proxy online, go to:
vote.linkmarketservices.com/IFT. A shareholder will be taken to
have signed the Proxy Form by lodging it in accordance with
the instructions on the website. You will require your holder
number and FIN (New Zealand register) or your holder number
and postcode (Australian register) to complete your vote.
The completed Proxy Form must be received by the share
registrar, or an online appointment must be completed, by no
later than 48 hours before the start of the Annual Meeting,
being 2.30 pm on 20 August 2019. Voting entitlements of the
Annual Meeting will also be determined as at this time.
Registered shareholders at that time will be the only persons
entitled to vote at the Annual Meeting and only the shares
registered in those holders’ names at that time may be voted
at the Annual Meeting.

78
Resolution 1: Re-Election of Director
The Board of Infratil considers that Ms Alison Gerry will be an
Independent Director for the purposes of the NZX Listing Rules
if re-elected to the Board.
• Alison Gerry (BMS(Hons), MAppFin) – Independent Director
Alison Gerry joined the Infratil board in 2014 and is
Chair of the Audit and Risk Committee. Alison has deep
experience in the infrastructure and financial services
sectors and is currently a director of Wellington
International Airport, Vero Insurance New Zealand, Asteron
Life and Chair of Sharesies. Ms Gerry is a former director of
Spark, TVNZ, NZX and Deputy Chair of Kiwibank. In her
executive career she worked for both corporates and for
financial institutions in Australia, Asia and London in
trading, finance and risk roles. Alison is a Chartered Fellow
of the Institute of Directors.
Resolutions 2 & 3: Election of Directors
The Board of Infratil considers that Ms Kirsty Mactaggart and
Ms Catherine Savage will be Independent Directors for the
purposes of the NZX Listing Rules if elected to the Board.
• Kirsty Mactaggart (BAcc, CA) – Independent Director
Kirsty Mactaggart joined the Board on 25 March 2019.
She was most recently the Head of Equity Capital Markets,
Corporate Finance and Governance for Fidelity
International based in Singapore, and was previously a
Managing Director at Citigroup, working in Hong Kong and
London. She has 25 years’ global financial market
experience with a focus on Capital Markets, a unique
investor perspective and a passion for governance, and is
a fully qualified Chartered Accountant. Kirsty is also a
member of the Board of Advisors for BBRC Worldwide, an
investment company with four ASX listed investments, and
wide private holdings. Ms Mactaggart is originally from
Scotland but is now a permanent New Zealand resident.
• Catherine Savage (BCA, FCA) – Independent Director
Catherine Savage joins the Board on 1 August 2019. She is
a highly experienced investor and director with substantial
governance experience in the investment management
sector. She is currently the Chair of the Guardians of New
Zealand Superannuation, and has previously served as the
Chairperson of the National Provident Fund, an
independent director of the Todd Family Office, Kiwibank
and Pathfinder Asset Management, and earlier led
AMP Capital in New Zealand. She is Co-Chair of the
New Zealand Chapter for Women Corporate Directors, a
Fellow of Chartered Accountants Australia & New Zealand,
a Fellow of The Institute of Directors and a Fellow of INFINZ.
The Board supports the re-election of Ms Gerry and the
election of both Ms Mactaggart and Ms Savage.
Resolution 4: Directors’ Remuneration
The Board’s policy is to regularly review the level of directors’
remuneration, to ensure that fees do not fall out of step with
the market and reflect the commitment required of an Infratil
director and ensure that Infratil continues to attract high
quality director candidates. The Board last obtained
shareholder approval to increase the aggregate maximum
remuneration payable to directors of Infratil and certain of its
subsidiaries (Directors’ Fee Pool) at the 2018 Annual Meeting,
at which shareholders approved a Directors’ Fee Pool of
$999,969 (plus GST/VAT). That Directors’ Fee Pool amount was
effectively based on a board of 6 Directors. Under the NZX
Listing Rules, the Board is permitted to increase the Directors’
Fee Pool by the amount necessary to pay an additional
director remuneration not exceeding the average amount
then being paid to each of the other non-Executive Directors
(other than the Chairman). Accordingly, at the date of the
2019 Annual Meeting, the Directors’ Fee Pool will technically
be $1,141,798 (plus GST/VAT) in light of the appointment
of each of Ms Mactaggart and Ms Savage to the Board (as
Mr Rolleston is retiring at the Annual Meeting, Infratil will
temporarily have 8 directors from Ms Savage’s appointment
on 1 August 2019 until Mr Rolleston’s retirement at the Annual
Meeting). This reflects that:
• The Directors’ Fee Pool was increased to $1,034,573
(plus GST/VAT) on 25 March 2019 on the appointment
of Ms Mactaggart to the Board.
• The Directors’ Fee Pool will be temporarily increased to
$1,141,798 (plus GST/VAT) on 1 August 2019 on the
appointment of Ms Savage to the Board.
However, in order to provide appropriate comparative
information to shareholders on what the effective Directors’
Explanatory
Notes

910
Fee Pool would be at the end of the Annual Meeting based on
a board of 7 Directors, for the purposes of describing the
increase in the overall level of director remuneration that
shareholders are being asked to approve, the Directors’ Fee
Pool has been effectively decreased back to $1,034,573 (plus
GST/VAT) to reflect a board of 7 Directors, recognising the
retirement of Mr Rolleston effective from the end of the Annual
Meeting without a replacement Director being appointed at
that time.
The Board engaged PwC to undertake a benchmarking
exercise in order to assess the appropriateness of directors’
fees paid to Infratil directors. PwC’s benchmarking report can
be found on the Infratil website at https://infratil.com/
for-investors/. It provides data from two comparator
groups to provide reference points for assessing the market
relativity of Infratil’s directors’ fees (and the benchmarking
methodology is set out in that report).
Infratil operates in several significant sectors and now has
investments across three geographies. The Board considers
that in recognition of the complexity of Infratil’s activities
together with the time commitment required of an Infratil
director, it should be targeting director remuneration at the
75th percentile of the second comparator group (being the
group determined on the basis of the total assets of each
company). For ease of reference, the data from the second
comparator group is summarised as follows:
Extract from PwC Comparator Group 2 Data
Role/ObservationComparator
Group 2
median
Comparator
Group 2
75th percentile
Base fees:
Chairman239,800273,800
Non-Executive Directors112,000131,500
Committee fees:
Audit & Risk Committee Chair37,00040,000
Audit & Risk Committee Member18,80020,600
The Board proposes that the total Directors’ Fee Pool to be
approved at the Annual Meeting is sufficient to enable
Directors’ fees to be set consistent with the 75th percentile of
that comparator group as outlined above, but this increase is
expected to be implemented over three years (and the Board
does not expect to seek shareholder approval for any further
increases to the Directors’ Fee Pool prior to the 2022 annual
meeting):
• For the year to 31 March 2020, Directors’ fees would be
set so that they are consistent with the median of fees
payable in that comparator group;
• For the year to 31 March 2021, Directors’ fees would be
expected to be increased so that they are at the mid-
point between the median and the 75th percentile of that
comparator group; and
• For the year to 31 March 2022, Directors’ fees would be
expected to be increased so that they are at the 75th
percentile of that comparator group.
Accordingly, the Board recommends to shareholders an
increase in the quantum of fees paid to all Directors (in their
capacity as a director of Infratil and certain of its subsidiaries)
based on a board of 7 Directors of $294,802 from an effective
$1,034,573 to $1,329,375 per annum (plus GST or VAT, as
appropriate). This represents an effective increase of:
• 28.5% from the actual Directors’ Fee Pool following
Ms Mactaggart’s appointment to the Board (which
resulted in an increase of the Board to 7 Directors, and
which the Board considers is the more appropriate
reference as the Board will revert to 7 Directors following
Mr Rolleston’s retirement at the Annual Meeting).
• 18.3% from what the Directors’ Fee Pool would have been
following Ms Mactaggart’s appointment to the Board if at
the time of Ms Mactaggart’s appointment the full amount
of the Directors’ Fee Pool of $999,969 (plus GST/VAT)
approved at the 2018 Annual Meeting had then been fully
utilised (which would otherwise have increased the
Directors’ Fees pool to $1,123,844 (plus GST/VAT)).
In reaching this recommendation, the Board has considered
the experience and responsibility of the directors, the size and
scope of Infratil, the level of governance and consequent time
commitment, relative to the benchmarking advice from PwC.
This total fee pool may be divided among Directors in their
capacities as directors of Infratil and certain of its subsidiaries
as the Board deems appropriate. The existing fee structure,
and the proposed initial fee structure if the increase to the
Directors’ fee pool is approved, is set out overleaf:

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Annual fee structure
1
2018 Annual Meeting
Approval:
Existing 2018
approved Fee Levels
Adjusted for one
additional Director
2
(NZD)
2019 Annual Meeting
Recommendation:
Proposed
New Fee Levels
FY2020 (NZD)
3

Increase
Base Fees:
Chairman of the Board (inclusive of Committee fees)210,000 239,800 29,800
Director102,500 112,000 9,500
Overseas Director (P Gough)127,998 140,000 12,002
Audit and Risk Committee Fees:
Chair20,000 37,000 17,000
Member10,000 18,800 8,800
Nominations and Remuneration Committee Fees:
ChairNil - -
MemberNil - -
Manager Engagement Committee Fees:
Chair (ex officio Chairman of the Board)N/A - -
Member7,500 7,500 -
Directors’ Fee Pool Allocation: Fees paid to Directors in their
capacity as Directors of Infratil (paid by Infratil)
819,969 1,051,900 231,931
Directors’ Fee Pool Allocation: Fees paid to Directors in their
capacity as directors of subsidiaries (paid by the subsidiary)
180,000 105,000 (75,000)
DIRECTORS’ FEE POOL (as approved at the 2018 Annual Meeting)999,969
Directors’ Fee Pool Increase: Appointment of one
additional director
34,604
-
Proposed FY20 Directors’ Fees1,156,900
3
DIRECTORS’ FEE POOL1,034,573
4
1,329,375
5
294,802
4

Unallocated Directors’ Fees Pool172,475
6

1. Amounts above exclude GST or VAT, where appropriate.
2. Technically at the time of the Annual Meeting, the Directors’ Fee Pool
approved at the 2018 Annual Meeting will have been adjusted for two
additional directors since the time of the 2018 Annual Meeting approval
and will therefore technically be NZD1,141,798 (plus GST/VAT). However,
as Mr Rolleston is retiring at the Annual Meeting without a replacement
Director being appointed at that time, the Board will comprise 7 Directors
immediately after the Annual Meeting, and therefore for the purposes of
this table the Directors’ Fee Pool has been effectively adjusted for only one
additional director since the time of the 2018 Annual Meeting approval,
resulting in an effective decrease of the Directors’ Fee Pool back from
NZD1,141,798 (plus GST/VAT) to NZD1,034,573 (plus GST/VAT), reflecting a
board of 7 directors.
3. Proposed new fee levels in FY2020 reflect intended gradual increase in
directors’ fees to be set consistent with the 75th percentile of comparator
group 2 in the PwC benchmarking report over a three-year period across
the 2020, 2021 and 2022 financial years.
4. The Directors’ Fee pool at the time of the Annual Meeting will technically be
NZD1,141,798, set with reference to 8 Directors, reflecting the appointment of
each of Ms Mactaggart and Ms Savage to the Board during the period.
However, as Mr Rolleston is retiring at the Annual Meeting without a
replacement Director being appointed at that time, the Board will comprise
7 Directors immediately after the Annual Meeting, and therefore for the
purposes of this table and describing the increase in the overall level of
director remuneration that shareholders are being asked to approve, the
Directors’ Fee Pool has been effectively decreased back to NZD1,034,573
(plus GST/VAT) to reflect a board of 7 directors.
5. The Directors’ Fee pool for shareholder approval at the Annual Meeting is set
with reference to 7 Directors.
6. This Unallocated Directors’ Fees Pool amount in FY2020 reflects the intended
gradual increase in directors’ fees to be set consistent with the 75th
percentile of comparator group 2 in the PwC benchmarking report over a
three-year period across the 2020, 2021 and 2022 financial years.

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The above amounts exclude any Directors’ Fees paid to any
Director as a director of Trustpower Limited or Tilt Renewables
Limited (although, as at the date of this Notice of Meeting, no
Director is also serving as a director of either of those
companies). Although both Trustpower and Tilt Renewables
are subsidiaries of Infratil, both are also separately listed on
the NZX Main Board. Accordingly, if in future any Director is
also a director of Trustpower or Tilt Renewables, Listing Rule
2.11.1 requires any directors’ fees paid to that Director in that
capacity to be approved by the shareholders of Trustpower
or Tilt Renewables (as applicable), but does not require those
fees to be approved by shareholders in Infratil (and they do
not get deducted from the fee pool above).
Resolution 5: Changes to the Constitution
Infratil transitioned to the new NZX Listing Rules dated
1 January 2019 (New Listing Rules) on 24 June 2019. As part of
Infratil’s transition to the New Listing Rules, Infratil is required
to adopt a constitution which complies with the New Listing
Rules at the Annual Meeting (which is its next scheduled
meeting of shareholders after the New Listing Rules came into
effect). Accordingly, Infratil has prepared an amended
constitution (New Constitution), which contains the changes
required to comply with the New Listing Rules as well as
updated references to legislation.
A copy of the proposed New Constitution, together with
a marked-up copy of the New Constitution which shows
the changes to the existing constitution by the proposed
New Constitution, may be viewed on Infratil’s website at
www.infratil.com/for-investors/. Copies are also available
at Infratil’s registered office at 5 Market Lane, Wellington 6011,
New Zealand.
Shareholders are being asked to approve the revocation of
Infratil’s existing constitution and the adoption of the New
Constitution as Infratil’s constitution with effect from the close
of the 2019 Annual Meeting of Shareholders.
A summary of the key substantive changes in the proposed
New Constitution is set out below:
• Rotation and election of directors: Clause 26.5 has been
amended to reflect the new director rotation requirements
in the New Listing Rules. The New Listing Rules now provide
that a director must not hold office (without re-election)
past the third annual meeting following that director’s
appointment or three years (whichever is longer).
Previously, the NZX Listing Rules required one third of
Directors to retire from office at each annual meeting.
• Composition of board: Clause 26.1 has been amended to
provide that Infratil must comply with the board
composition requirements in the New Listing Rules. The
New Listing Rules require Infratil to have, at minimum, three
directors, two directors ordinarily resident in New Zealand
and two independent directors. Infratil complies with all
these requirements.
• “Managing director” clause removed: The former clause
28 has been deleted as it related to a “managing director”,
which has been removed from the New Listing Rules.
• Voting by poll: Clause 22 has been updated to reflect that
the New Listing Rules require voting at a meeting of
shareholders to be conducted by poll (this was previously
optional). Infratil already complies with this requirement.
• Scrutineer: The former clause 22.6 has been deleted, and
clause 22.7 has been amended, to remove the default
requirement to have Infratil’s auditor act as the scrutineer
of polls conducted at shareholders’ meetings. As Infratil’s
share registrar will conduct these polls, a scrutineer is not
considered necessary.
• Restrictions on voting: Clause 21.1 has been amended to
expressly provide that a shareholder may not vote at a
meeting of shareholders if prohibited from doing so by
virtue of any applicable voting restrictions in the New
Listing Rules.
• Compulsory sale of less than minimum holdings: Clause
12.9 has been amended to update the procedure allowing
for the sale of share parcels of less than a “minimum
holding” (being parcels of shares worth less than $1,000) to
provide for those shares to be sold on market (including
through a broker on behalf of Infratil) rather than through
NZX or in some other manner approved by NZX.
• Other Changes: Changes to definitions, and various other
less significant wording changes, have been made to
reflect the provisions of the New Listing Rules. Infratil is also
taking the opportunity to:
- update relevant references to legislation in the New
Constitution; and

1516
- make minor changes to modernise the New
Constitution (for example, by changing references to
the “chairman” to “chairperson” and removing the ability
for notices to be sent to directors via facsimile).
If any of the provisions of the New Constitution are
inconsistent with the New Listing Rules (as amended by
any waiver or ruling granted to Infratil), the New Listing
Rules will prevail. A copy of the New Listing Rules is available
at www.nzx.com.
The proposed alterations to Infratil’s constitution do not
impose or remove a restriction on the activities of Infratil,
and accordingly no rights arise under section 110 of the
Companies Act 1993.
The Board unanimously recommends shareholders vote in
favour of revoking the existing constitution and adopting the
New Constitution.
Chapman Tripp has provided an opinion to NZX that the
New Constitution complies with the Listing Rules.
Resolution 6: Auditor’s Remuneration
KPMG is automatically reappointed as auditor under section
207T of the Companies Act 1993. This resolution authorises the
Board to fix the fees and expenses of the auditor.
Particulars of the Share Buyback Programme
For many years, Infratil has maintained a Share Buyback
Programme. This programme has been successful in creating
shareholder value and it is proposed that Infratil continue it.
The Share Buyback Programme needs to comply with the NZX
Listing Rules (“Rules”). The Share Buyback Programme will be
undertaken in accordance with Rule 7.6, and the primary
intent is that shares be bought back as permitted by Rules
4.14.1(a) and 4.14.1(b)(ii) and the applicable provisions of the
Companies Act 1993. This allows Infratil to make any offer
pursuant to the procedures detailed in Section 60(1)(b)(ii) of
the Companies Act 1993, or through NZX's order matching
market, or through the order matching market of a
‘Recognised Stock Exchange’ (as defined in the Rules) and in
compliance with Section 63 of the Companies Act 1993.
Infratil notifies shareholders that, in accordance with Sections
60(1)(b)(ii) or 63 of the Companies Act 1993, Infratil may acquire
up to a further 20,000,000 ordinary shares (approximately
3.03% of the outstanding ordinary shares, excluding treasury
stock). These shares may be bought on-market or off-market,
but the combined total of further on-market and off-market
purchases will not exceed 20,000,000 ordinary shares.
Off-market purchases will not be made from employees or
directors of Infratil or associated persons of directors.
The maximum price at which shares will be bought off-market
is $5.00 per share. Infratil is not committing to buy shares at
this or any other price and a decision as to any purchases will
be made from time to time having regard to market
conditions. No maximum price is specified for shares bought
on-market, but Infratil will always disclose the number of
shares, and the price at which it bought them, whether
on-market or off-market, before 9:30 am on the business day
following the purchase being made.
Whether the purchases are on-market or off-market, the
directors will regularly reassess the situation and seek to
purchase shares at prices that in their view represent the best
value for shareholders.
The directors believe that, depending on market conditions
and Infratil’s then current share price, having the Share
Buyback Programme in place is a positive way of improving
shareholder value and is fair to Infratil and all shareholders.
The disclosure document required under the Companies Act
1993 is attached as Annexure A.
Annexure A: Companies Act Disclosure
Document for Share Buyback Programme
In the 2018 Notice of Meeting Infratil advised shareholders of
its intention to continue its Share Buyback Programme,
reserving the right to acquire up to 20,000,000 of Infratil’s
ordinary shares on issue. The maximum price of shares that
could be bought off-market was $4.00 per share, and no
maximum price was specified for shares bought on-market.
Infratil has not acquired any ordinary shares under the Share
Buyback Programme since the 2018 Notice of Meeting.
It is considered appropriate for Infratil to continue the
previously notified Share Buyback Programme, but with a
new maximum price of $5.00 per share for shares bought
off-market and reserve the right to buy back up to
20,000,000 of Infratil’s ordinary shares on issue. This would

1718
represent approximately 3.03% of the outstanding ordinary
shares, excluding treasury stock. These shares may be bought
on-market or off-market, but the combined total of further
on-market and off-market purchases may not exceed
20,000,000 ordinary shares. Off-market purchases may also
not be made from employees or directors of Infratil or
associated persons of directors.
This Disclosure Document sets out the information that the
Companies Act 1993 requires be provided to shareholders
annually while a Share Buyback Programme continues.
Terms of the Offer
On-market Buyback – Section 63 of the Companies Act 1993
• Infratil may make one or more offers on the NZX Main
Board market to all shareholders to acquire up to
20,000,000 ordinary shares in Infratil, pursuant to section
63 of the Companies Act 1993.
• Offers may be made between 22 August 2019 and
24 July 2020.
• Infratil will pay the prevailing market price for the shares at
the time of purchase. Infratil is not obliged to make offers
and reserves the right to cease doing so at any time.
Off-market Buyback – Section 60(1)(b)(ii) of the Companies
Act 1993
• Infratil may make offers to one or more shareholders to
acquire up to 20,000,000 ordinary shares in Infratil,
pursuant to Section 60(1)(b)(ii) of the Companies Act 1993.
• Offers may be made between 22 August 2019 and
24 July 2020.
• Infratil will pay the prevailing market price for the shares at
the time of purchase. The price per share will not exceed
$5.00. Infratil is not obliged to make offers and reserves the
right to cease doing so at any time.
• Buybacks made in compliance with Section 60(1)(b)(ii) of
the Companies Act 1993 will not be made from any person
who is a Director, Associated Person of a Director or an
Employee (as those terms are defined in the NZX Main
Board/Debt Market Listing Rules) of Infratil and will not
exceed 15% of the shares on issue at 22 August 2019.
Other Information Applicable to Both On-market and
Off-market Buybacks
• Infratil will not purchase any shares while it possesses any
information that is materially price-sensitive but not
publicly available. If Infratil has price sensitive information,
it will cease acquiring shares until the information is
publicly disclosed or ceases to be materially price
sensitive.
• Infratil intends to hold up to 5% of its shares as Treasury
Stock, from those shares first acquired. Treasury Stock
comprises shares acquired and held by Infratil in itself and
which would otherwise be cancelled on acquisition.
Subject to certain restrictions, Treasury Stock can be
transferred, re-issued or cancelled by Infratil.
• All on-market offers will be designed so that the proceeds
of sales will not be taxable as dividends whilst off-market
offers may be taxable as dividends, and imputation credits
will not be attached to the proceeds. Shareholders who
have special tax status, as a result, for example, of trading
securities professionally, should consult their tax advisers.
Resolutions
To initiate the proposed offer the Board unanimously resolved
on 4 July 2019, amongst other things:
1. To continue the previously notified Share Buyback
Programme, but with a new maximum price of $5.00 per
share for shares bought off-market, and reserve the right
to make one or more offers on the NZX market to all
shareholders to acquire up to 20,000,000 ordinary shares
in Infratil pursuant to Section 60(1)(b)(ii) (off-market
buyback) and Section 63 (on-market buyback) of the
Companies Act 1993 (the Act) in the period between
22 August 2019 and 24 July 2020.
2. To pay the prevailing market price for the shares at the
time of purchase, but for the purchases made pursuant to
Section 60(1)(b)(ii) to pay not more than $5.00 per share.
3. That in respect of any offer made pursuant to
Section 60(1)(b)(ii):
- The acquisition is in the best interests of Infratil;
- The acquisition is of benefit to the remaining
shareholders;

1920
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to Infratil; and
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to the remaining
shareholders.
4. That in respect of an offer made pursuant to Section 63:
- The acquisition is in the best interests of Infratil and its
shareholders; and
- The terms of the offer and the consideration offered
for the shares are fair and reasonable to Infratil and its
shareholders.
5. That, for the purposes of buybacks effected under
Resolution 3 or 4, the Directors are not aware of any
information that will not be disclosed to Infratil's
shareholders:
- that is material to an assessment of the value of the
shares; and
- as a result of which the terms of the offer and
consideration offered for the shares are unfair to the
shareholders accepting the offer.
6. That the reasons for the Directors’ conclusions in the
Resolutions 3, 4 and 5 are:
- to maximise shareholder value. Acquiring shares when
the share price is below $5.00 may be considered by
the Board (taking into account prevailing
circumstances) to be an efficient use of capital; and
- shareholders have total discretion to choose whether
to participate in the buyback. There is no pressure to
sell to Infratil; and
- Infratil has in place reviews and procedures to ensure
that it does not acquire shares during the period when
material price sensitive information is known to Infratil
but is not available to shareholders.
7. That the Board is satisfied that Infratil will, immediately
after acquiring the shares, satisfy the solvency test applied
under Section 52 of the Companies Act 1993.
8. That Marko Bogoievski, Mark Flesher, Phillippa Harford and
Jason Boyes of Morrison & Co Infrastructure Management
Limited (each acting alone) are hereby authorised to sign
such documents and do such other things as may be
necessary or appropriate to complete the buyback.
9. That until Infratil holds shares in itself equating to 5% of
the total number of shares on issue, such shares need
not be cancelled but may be held as Treasury Stock by
Infratil itself.
Directors’ Interests
Ordinary Shares (as at 25 July 2019)
Infratil (IFT) ordinary sharesBeneficial
interests
Non-beneficial
interests
M Tume44,1476,568
M Bogoievski1,835,229Nil
A Gerry24,481Nil
P Gough180,313Nil
K Mactaggart40,258Nil
H J D Rolleston46,865Nil
P M Springford30,565Nil
This Disclosure Document is provided pursuant to Sections
61(5) and 63(6) of the Companies Act 1993 and complies with
Sections 62 and 64 of the Companies Act 1993.

21

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2019
Annual Meeting
Venue: Crystal Ballroom, Cordis Hotel,
83 Symonds Street, Auckland on
Thursday 22 August 2019 commencing at 2.30pm

Voting
You are entitled to one vote for every fully paid share in Infratil Limited that you hold as at 2:30 pm on Tuesday 20 August 2019
(being 48 hours prior to the start of the Annual Meeting).
How to Lodge your proxy:
Online: You may lodge your proxy online at:
vote.linkmarketservices.com/IFT
You will require your holder number and FIN (New Zealand
register) or your holder number and postcode (Australian register)
to complete your vote.
A shareholder will be taken to have signed the Proxy Form by
lodging it in accordance with the instructions on the website.
Mail: Infratil Limited, C/- Link Market Services Limited,
PO Box 91976, Victoria Street West, Auckland 1142, New Zealand
Deliver: Infratil Limited, C/- Link Market Services Limited, Level 11,
Deloitte Centre, 80 Queen Street Auckland 1010, New Zealand
Fax: +64 9 375 5990
Scan and email: meetings@linkmarketservices.co.nz
(Please put the words “Infratil Proxy Form” in the subject line for
easy identification).
If you have any questions regarding your voting please call
the Link Market Services helpline on +64 9 375 5998.
Proxy Form (for use if you are unable to attend the Annual Meeting)
Appointment of Proxy
1. If you do not propose to attend the Annual Meeting and wish
to be represented by a proxy, please complete this form in
accordance with the Voting Instructions below and deliver
it to Infratil Limited’s share registry, Link Market Services, by
one of the means noted above. Proxies must be received by
Link Market Services no later than 2:30pm on 20 August 2019.
2. To lodge your proxy online, go to the Link Market Services
website, as noted above, and follow the instructions.
You will be required to enter your holder number and FIN
(New Zealand register) or postcode (Australian register) for
security purposes. A shareholder will be taken to have signed
the Proxy Form by lodging it in accordance with the
instructions on the website.
3. A proxy cannot be appointed online if they are appointed
under a power of attorney or similar authority. The online
proxy facility may also not be suitable for shareholders that
wish to appoint two proxies with different voting directions.
4. If you wish, you may appoint the Chairman of the Meeting to
act as your proxy. To appoint the Chairman of the Meeting,
enter “Chairman of the Meeting” in the space allocated in
“Step 1” of this form. Subject to note 5, the Chairman of the
Meeting intends to vote proxies marked “Proxy Discretion”
in favour of all Resolutions.
5. Please note that a Director, or an Associated Person of a
Director, appointed as Proxy (including the Chairman of the
Meeting), may not exercise a discretionary vote if they have
an interest in the outcome of the resolution. In that case, your
vote on that resolution will be invalid unless you tick a box
directing the proxy to vote for, against or to abstain.
6. If this Proxy Form is returned duly signed by a shareholder,
with voting instructions included, but without specifying
a person to be appointed as Proxy, the Chairman of the
Meeting is deemed to be the Proxy for the purpose of that
form to the extent of the voting instructions as provided.
7. The Proxy is appointed only for this Annual Meeting or
any adjournment of this Annual Meeting.
Signing Instructions
8. If a shareholder is an individual, this form must be signed
by the shareholder or his or her duly authorised attorney.
9. If the shares are held by joint shareholders, at least one of
the joint shareholders must sign this form (on behalf of all
joint shareholders). If the joint shareholders appoint different
voting proxies, the vote of the proxy appointed by the first
named joint shareholder in the Infratil Limited share register
will be counted.
10. If a shareholder is a trust, this form must be signed by at
least one trustee, in accordance with the relevant trust deed,
or by an attorney for the trust.
11. If a shareholder is a company, this form must be signed by
a duly authorised officer or attorney.
12. If this Proxy Form is signed by an attorney, a copy of the
power of attorney under which it is signed and a signed
certificate of non-revocation of the power of attorney
must accompany this Proxy Form when sent to Link Market
Services Limited.

Step 1: Appoint a Proxy to Vote on your Behalf
I/We, being a shareholder of Infratil Limited, hereby appoint:
or failing him/her appoint
(full name of Proxy)* (full name of Proxy)*
as my/our proxy to exercise my/our vote, in accordance with my/our directions at the Annual Meeting of the Company to be held
on 22 August 2019, and at any adjournment of that Annual Meeting, and to vote on any resolutions to amend any of the resolutions,
on any resolution so amended, and on any other resolution proposed at the Annual Meeting (or any adjournment of that Annual
Meeting), so as to give effect to my/our intention as set out below, where possible.
* Please insert the name of a proxy. The Chairman of the Meeting is prepared to act as proxy. If you wish to appoint the Chairman of the Meeting, insert
“Chairman of the Meeting” above.
Step 2: Voting Instructions
Should the shareholder(s) wish to direct the proxy how to vote, these Voting Instructions must be completed. Any undirected votes in
respect of a resolution where the Chairman of the Meeting is appointed as Proxy, will be voted in favour of the relevant resolution,
other than where he or she is prohibited from voting on that resolution.
If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution
on your behalf. If you tick the “Abstain” box for a particular resolution, you are directing your proxy NOT to vote on that resolution.
Resolutions:ForAgainstProxy
Discretion
Abstain
1
To approve Resolution 1 set out in the Notice of Meeting: Re-election of Ms Alison Gerry
2
To approve Resolution 2 set out in the Notice of Meeting: Election of Ms Kirsty Mactaggart
3
To approve Resolution 3 set out in the Notice of Meeting: Election of Ms Catherine Savage
4
To approve Resolution 4 set out in the Notice of Meeting: Directors’ remuneration
5
To approve Resolution 5 set out in the Notice of Meeting: Changes to the Constitution
6
To approve Resolution 6 set out in the Notice of Meeting: Auditor’s remuneration
Signature(s) of Shareholder(s)
Shareholder 1: Shareholder 2: Shareholder 3:
Signed this day of 2019
Daytime Contact Number: ( )
Proxy Form/Admission Card
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the Annual Meeting as the barcode is
required for registration.