Infratil Infrastructure Bond Offer Opens

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

20 August 2019

Infratil Infrastructure Bonds

3.35% p.a. due 15 December 2026 and 3.50% p.a. (rate reset on 15 December 2020 and
annually thereafter) due 15 December 2029

Infratil announces that the offer of the above Series of unsecured unsubordinated Infrastructure Bonds is
now open.
Infratil is offering up to $200 million of Infrastructure Bonds in aggregate across both Series (with the option
to accept up to $100 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 2026 ("2026 Bonds") will be fixed at
3.35% p.a. for the full term of the 2026 Bonds.
The interest rate for the Infrastructure Bonds due 15 December 2029 ("2029 Bonds") will be fixed for the first
15 months, and will then reset on 15 December 2020 and on 15 December of each subsequent year during
the term of the 2029 Bonds (each, a "Rate Reset Date"), so that:
• the interest rate on the 2029 Bonds for the period from the Issue Date to (and including)
15 December 2020 will be 3.50% p.a.; and
• for each subsequent year, the interest rate will be the sum of the One Year Swap Rate on the
relevant Rate Reset Date plus a margin of 2.50% p.a. subject to a minimum interest rate of 2.50%
p.a.

More information on the reset of the interest rate for the 2029 Bonds is set out in the attached Terms Sheet.
The offer is being made to all investors in New Zealand.
Details on how to apply for the Infrastructure Bonds are set out in the Terms Sheet. The offer is now open,
and will close on 20 September 2019. Infratil may elect to close the offer earlier.
Interested investors, 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
Bank of New Zealand 0800 284 017
Deutsche Craigs Limited 0800 226 263 www.craigsip.com
Jarden Securities Limited 0800 005 678 www.jarden.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,
Group Treasurer, Infratil on 04 473 3663.

---

Infratil Terms Sheet
For the offer of
Infrastructure Bonds
7 year fixed rate bond
maturing 15 December 2026
3.35% p.a.
10 year bond
maturing 15 December 2029
3.50% p.a. (rate reset on 15 December 2020
and annually thereafter)

1
Infratil
Terms Sheet
August 2019
Terms Sheet dated
20 August 2019
This Terms Sheet sets out the key terms
of the offer ("Offer") by Infratil Limited
("Infratil") of up to $200,000,000 (plus
oversubscriptions of up to $100,000,000)
of bonds ("Infrastructure Bonds") in two
separate Series:
• the first Series is an Infrastructure
Bond maturing on 15 December 2026
("2026 Bonds"); and
• the second Series is an Infrastructure
Bond maturing on 15 December 2029
("2029 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 20 August 2019 (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.
Important Notice
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 bonds maturing on
15 December 2028, which have an
interest rate of 4.85% per annum (rate
reset after five years) and which are
currently quoted on the NZX Debt
Market under the ticker code IFT270
("IFT270 Bonds");
• Infratil's fixed rate bonds maturing on
15 December 2024, which have an
interest rate of 4.75% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT260 ("IFT260 Bonds");
• 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.
The 2026 Bonds and the 2029 Bonds have
different maturity dates and interest rates
(the interest rate for the 2026 Bonds is fixed
for the entire term, whereas the interest
rate for the 2029 Bonds is fixed for the first
15 months of the term and then resets
annually – see "Interest Rate" below for
more details). Investors should consider
these features before deciding to invest in
the Infrastructure Bonds.

2
Infratil
Terms Sheet
August 2019
Salt Creek wind farm

3
Infratil
Terms Sheet
August 2019
Key Terms of the
Infrastructure Bonds
Issuer:Infratil Limited
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be
issued pursuant to the Trust Deed
Opening Date:20 August 2019
Offer Amount:The Offer is for up to $200 million of Infrastructure Bonds in aggregate across both Series
of Infrastructure Bonds (with the option to accept oversubscriptions of up to
$100 million in aggregate at Infratil’s discretion). Accordingly, the maximum aggregate
amount of Infrastructure Bonds being offered by Infratil is $300 million. There is no
minimum size for each Series of Infrastructure Bonds.
Closing Date:5.00pm, 20 September 2019
Interest Rate: 2026 Bonds: 3.35% per annum
2029 Bonds:
The Interest Rate of the 2029 Bonds will be fixed for the first 15 months of the term, and
will then reset on 15 December 2020 and on 15 December of each subsequent year.
First 15 months: The Interest Rate of the 2029 Bonds for the period from the Issue Date to
(and including) 15 December 2020 will be 3.50% per annum.
Subsequent years: The Interest Rate will reset on 15 December 2020 and on 15 December
of each subsequent year during the term of the 2029 Bonds (each, a "Rate Reset Date"),
with the new Interest Rate applying for the 12 month period from (but excluding) the Rate
Reset Date to (and including) 15 December of the following year. The Interest Rate for
each 12 month period will be the sum of the One Year Swap Rate on the applicable Rate
Reset Date (or, if the Rate Reset Date falls on a day that is not a Business Day, on the
following Business Day) plus a margin of 2.50% per annum.
For example, for the 12 month period from (but excluding) 15 December 2020 to (and
including) 15 December 2021, the Interest Rate will be the sum of the One Year Swap Rate
on 15 December 2020 plus 2.50% per annum.
Each time the Interest Rate resets, Infratil will announce the new Interest Rate via NZX
on the same day (or, if the Rate Reset Date falls on a day that is not a Business Day, on
the following Business Day).
The Interest Rate of the 2029 Bonds following each reset may be higher or lower than
the Interest Rate of 3.50% which applies for the first 15 months of the term, and investors
should consider the risk that it may be lower when deciding whether to invest.
One Year Swap Rate:The One Year Swap Rate means, on any day:
(a) the mid market swap rate for an interest rate swap with a one year term as
calculated by the Issuer at 11.00am on that day in accordance with market
convention with reference to Bloomberg page ICNZ4 (or any successor page); or
(b) if a rate is unable to be determined in accordance with paragraph (a) or if the
Issuer forms a view, on reasonable grounds, that the rate so determined is not an
accurate reflection of market rates, the average of the mean bid and offered swap
rates quoted by three registered banks in New Zealand at or about 11.00am on that
day for an interest rate swap with a one year term,
in each case expressed on a quarterly basis and rounded to 2 decimal places if
necessary, with 0.005 being rounded up. If the relevant rate is less than 0% per annum,
the One Year Swap Rate will be deemed to be 0% per annum.

4
Infratil
Terms Sheet
August 2019
Maturity Date:2026 Bonds: 15 December 2026
2029 Bonds: 15 December 2029
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 2019).
Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal
amounts on each Interest Payment Date. The Interest Rate which applies in respect of
each Interest Payment Date of the 2029 Bonds will be fixed for the first 15 months of the
term, and then reset on 15 December 2020 and on 15 December of each subsequent
year (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.
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.

5
Infratil
Terms Sheet
August 2019
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.
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 (e.g. 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).

6
Infratil
Terms Sheet
August 2019
Issue Dates:20 September 2019 and 24 September 2019
Expected Date of Initial Quotation on the
NZX Debt Market:
20 September 2019
Minimum Application Amount:$5,000 and multiples of $1,000 thereafter. The minimum application amount applies
separately in respect of each Series.
ISIN:2026 Bonds: NZIFTD0280L4
2029 Bonds: NZIFTD0290L3
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
Who May Apply:Infratil may reserve Infrastructure Bonds, 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
which are not subject to Allocations and announce these arrangements via NZX.
How to Apply:Applications to subscribe for Infrastructure Bonds must be made on the application form
attached to this Terms Sheet.
Investors should contact any Manager, their financial adviser or any NZX participant
for details on how they may acquire Infrastructure Bonds. You can find an NZX
participant by visiting www.nzx.com/services/market-participants/find-a-participant.
Applicants accepting an Allocation from an 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.
Public Pool applicants (being all applicants other than applicants in respect of
Allocations) must return a completed 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:
Link Market Services Limited
PO Box 91976, Auckland 1142
Email: applications@linkmarketservices.co.nz
Applications may be refused
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 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.
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 an NZX participant as well as the costs and timeframes for
putting such arrangements in place.

7
Infratil
Terms Sheet
August 2019
Brokerage:NZX has authorised NZX participants to act in the Offer. Applicants are not required to
pay brokerage for Infrastructure Bonds under this Offer.
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 IFT280 has been reserved for the 2026 Bonds.
NZX Debt Market ticker code IFTHC has been reserved for the 2029 Bonds.
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 and
the Supervisor in respect of any loss incurred as a result of you breaching the above
selling restrictions.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Managers,
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 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 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.

8
Infratil
Terms Sheet
August 2019
Other
Information
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.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 5, Maritime Tower
10 Customhouse Quay
PO Box 3222
Wellington 6143
Telephone 0800 878 783
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Managers of the Offer
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Telephone 0800 269 476
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Managers of the Offer
Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
PO Box 1196
Auckland 1140
Telephone 0800 226 263
Forsyth Barr Limited
Level 23
Lumley Centre
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678
Directory

9
Infratil
Terms Sheet
August 2019
Canberra Data Centres

10
Infratil
Terms Sheet
August 2019
These application instructions relate to an application for
Infrastructure Bonds under the Offer. An application to subscribe
for Infrastructure Bonds under the 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
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 application
form.
A = Investor Details
Please complete all relevant sections in the 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
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 the register change, or
if a new / replacement FIN has been requested. This feature
provides additional security to you as an investor. You may
unsubscribe at any time for this TXT Alert service.
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).
If you choose the direct debit option, by completing the direct
debit account details, you authorise the Registrar to direct debit
the bank account nominated on the application Form, on the day
the application form is received by the Registrar, for the amount
applied for on the application form. You cannot specify any other
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 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 may be
rejected. The Registrar will not be able to process your direct debit
if you do not sign and date the application form. If requested, the
Registrar will provide you with a direct debit authority form.
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
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
10
Infratil
Terms Sheet
August 2019
Application
Instructions

11
Infratil
Terms Sheet
August 2019
allotment of any Infrastructure Bonds or acceptance of an offer to
subscribe for Infrastructure Bonds.
If an applicant’s direct debit or cheque 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 application form
must correspond with the registration details under that CSN.
D = Interest and Redemption Payments
If payment to your cash management account with an NZX
Participant is selected, tick the box for option 1, insert the name of
the NZX Participant where your cash management account is held
and provide your cash management client account number.
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
application form. Otherwise please complete option 2.
E = IRD number, RWT and other tax details
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 application form carefully and sign and
date the application form.
The application form must be signed by each of the applicant(s)
personally, (in the case of a company) by two directors of the
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 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 at the end of the application form.
If the application form is signed by an agent, the agent must
complete the certificate of non-revocation of agent at the end of
the application form.
Joint applicants must each sign the application form.
H = Offer Closing Date and Delivery
The Offer will close at 5.00pm on 20 September 2019. Applicants
should remember that the Closing Date of the 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 Offer. Your application form should be returned to, or
lodged with, an appropriate person as specified under the
heading “How to Apply” on page 6 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).
11
Infratil
Terms Sheet
August 2019

12
Infratil
Terms Sheet
August 2019
BROKER STAMPBroker code
Advisor code
Application Form
Infratil Limited Issue of Infrastructure Bonds
This application form (“Application Form”) is issued with the Terms Sheet dated and prepared as at 20 August 2019 (“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 6 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, 20 September 2019.
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:
OPTION 1: Please direct debit my bank account for the amount of Infrastructure Bonds applied for. The Registrar will direct debit from the bank account
provided below on the date the application form is received. By signing this Application Form, the signatory agrees that the Registrar is
authorised to direct debit the bank account in accordance with the terms specified in the Terms Sheet.
Name of Bank:
Name of Account:
Account Number:

Bank Branch Account No. Suffix
OPTION 2: Please find attached my cheque made payable to “Infratil Bond Offer” and crossed “Not Transferable”.
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 NZX Participant where Cash Management Account is held:
Cash Management Client Account number:

OPTION 2: Direct credit to the New Zealand bank account nominated.

Please pay my interest and repayments to the account for direct debit purposes nominated above.

Please pay my interest and repayments to the 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 / /
2029 Bonds NZ$2026 Bonds NZ$
OR
(ATTACH CHEQUE HERE)

13
Infratil
Terms Sheet
August 2019
H. SEND APPLICATION FORM AND CHEQUE (IF APPLICABLE) TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM ON
20 SEPTEMBER 2019
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 Centre, 80 Queen Street, Auckland 1010
or email to: applications@linkmarketservices.co.nz
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 Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com




20 August 2019


Dear Bondholder/Shareholder,
Infratil has announced that it is making a new offer of unsecured, unsubordinated bonds in two separate
series. The offer is for up to $200 million of New Bonds in aggregate across both series (with the option to
accept, in aggregate, up to a further $100 million of oversubscriptions at Infratil's discretion).
As an existing Infratil bond or shareholder we would welcome your participation in these issues. However, it
is not practical for us to actually reserve an allocation of the New Bonds for you, so if you are interested we
advise you to lodge your application as quickly as possible as that will increase the likelihood of success.
The maturity dates and interest rates of the two series of New Bonds are:
• 15 December 2026 Bonds paying a fixed rate of interest of 3.35% p.a.
• 15 December 2029 Bonds paying a fixed interest rate for the first 15 months which will then be reset
on 15 December 2020 and on 15 December of each subsequent year during the term of the 2029
Bonds.
o The interest rate on the 2029 Bonds for the period from the Issue Date to 15 December 2020 will
be 3.50% p.a.
o For each subsequent year, the interest rate will be the sum of the One Year Swap Rate on the
relevant Rate Reset Date (each as defined in the Terms Sheet for the New Bonds) plus a margin
of 2.50% p.a. subject to a minimum interest rate of 2.50% p.a.
More information about the New Bonds, including how the interest rate will be reset for the 2029 Bonds, is
set out in the Terms Sheet, which is available on Infratil’s website www.infratil.com/for-investors/bonds/.
The offer is now open and will close on 20 September 2019. Infratil may elect to close the offer earlier.
If you are interested in further information we suggest that you contact your financial adviser or one of the
managers to the New Bond issue:
ANZ Bank New Zealand Limited 0800 269 476
Bank of New Zealand 0800 284 017
Deutsche Craigs Limited 0800 226 263 www.craigsip.com
Jarden Securities Limited 0800 005 678 www.jarden.co.nz
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.


Yours sincerely,


Fiona Cameron
Infratil Treasurer