Infratil Infrastructure Bond Offer Opens

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

22 October 2019

Infratil Infrastructure Bonds

3.35% p.a. due 15 March 2026

Infratil announces that the offer of the above Series of unsecured unsubordinated Infrastructure Bonds is
now open.
Infratil is offering up to $50 million of Infrastructure Bonds in aggregate across both the General and
Exchange Offers (as described below), with the option to accept up to $75 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 March 2026 ("2026 Bonds") will be fixed at 3.35% p.a.
for the full term of the 2026 Bonds. Infratil also has an existing bond offer open in the market being Infratil
Infrastructure Bonds due 15 December 2029 ("2029 Bonds").
The offer comprises a General Offer to all investors in New Zealand and an Exchange Offer under which
holders of the IFT200 bonds that mature on 15 November 2019 have the opportunity (subject to availability)
to exchange some or all of their maturing bonds for 2026 Bonds. Holders of the IFT200 bonds also have the
option (subject to availability) of exchanging some or all of their maturing bonds for 2029 Bonds, as described
in the separate offer documents for the 2029 Bonds.
Details on how to apply for the Infrastructure Bonds are set out in the Terms Sheet. The offer is now open,
with the Exchange Offer closing on 8 November 2019 and the General Offer closing on 13 February 2020.
In both instances Infratil may elect to close the offer earlier.
Infratil also expects to provide holders of the IFT090 bonds that mature on 15 February 2020 ("2020 Bonds")
with the opportunity (subject to availability) to exchange some or all of their maturing bonds for 2026 Bonds.
If that option is made available, Infratil will send further information on how to apply directly to holders of the
2020 Bonds.
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
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.

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Infratil Terms Sheet
For the offer of
Infrastructure Bonds
Fixed rate bond
maturing 15 March 2026
3.35% p.a.

1
Infratil
Terms Sheet
October 2019
Terms Sheet dated
22 October 2019
This Terms Sheet sets out the key terms
of the offer ("Offer") by Infratil Limited
("Infratil") of up to $50,000,000 (plus
oversubscriptions of up to $75,000,000)
of fixed rate bonds maturing on
15 March 2026 ("Infrastructure Bonds").
The Infrastructure Bonds 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 a
series supplement dated 22 October 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 Infrastructure Bonds that have
identical rights, privileges, limitations and
conditions (except for the interest rate and
maturity date) as:
• Infratil's bonds maturing on
15 December 2029, which have a current
interest rate of 3.50% per annum (rate
reset on 15 December 2020 and
annually thereafter) and which are
currently quoted on the NZX Debt
Market under the ticker code IFTHC;
• Infratil's fixed rate bonds maturing on
15 December 2026, which have an
interest rate of 3.35% per annum and
which are currently quoted on the
NZX Debt Market under the ticker
code IFT280;
• Infratil's bonds maturing on
15 December 2028, which have a current
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;
• 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;
• 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;
• 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;
• 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;
• 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;
• 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; 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,
(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.
The Quoted Bonds with ticker codes IFT280
and IFTHC have been quoted on the NZX
Debt Market for less than 3 months.
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.

2
Infratil
Terms Sheet
October 2019
Vodafone cell tower

3
Infratil
Terms Sheet
October 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:22 October 2019
General Offer and Exchange Offer:The Offer consists of two separate parts. Under the first part (“General Offer”), Infratil is
offering Infrastructure Bonds to all investors in New Zealand.
Under the second part ("Exchange Offer"), Infratil is offering holders of its fixed rate bonds
maturing on 15 November 2019 ("2019 Bonds") the opportunity to exchange all or some of
their 2019 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will receive
one new Infrastructure Bond for each 2019 Bond exchanged under the Exchange Offer.
Once you submit a completed Exchange Offer application form you will no longer be
able to sell or otherwise transfer your 2019 Bonds designated in that application form.
Infratil will send further information about the Exchange Offer, and how to apply, directly
to holders of the 2019 Bonds.
Infratil also expects to provide holders of its fixed rate bonds maturing on 15 February 2020
("2020 Bonds") with the opportunity (subject to availability) to exchange all or some of
their 2020 Bonds for Infrastructure Bonds offered under this Terms Sheet. If that option is
made available Infratil will send further information on how to apply directly to holders of
the 2020 Bonds.
Offer Amount:The Offer is for up to $50,000,000 of Infrastructure Bonds in aggregate across both the
General Offer and the Exchange Offer (with the option to accept oversubscriptions of up
to $75,000,000 in aggregate at Infratil’s discretion).
Closing Date:General Offer: 5.00pm, 13 February 2020
Exchange Offer for 2019 Bonds: 5.00pm, 8 November 2019
Interest Rate: 3.35% per annum
Maturity Date:15 March 2026
Interest Payment Dates:15 March, 15 June, 15 September and 15 December of each year until and including the
Maturity Date (commencing on 15 March 2020).
Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal
amounts on each Interest Payment Date.
Interest payable on each Infrastructure Bond on the first Interest Payment Date will
accrue at the Interest Rate from (and including) the date on which your subscription
moneys have been banked into the trust account operated in respect of the Offer to (but
excluding) the first Interest Payment Date. For Infrastructure Bonds allotted under the
Exchange Offer, the redemption proceeds of the 2019 Bonds will be banked into the trust
account operated in respect of the Offer on 15 November 2019 and interest on those
Infrastructure Bonds will accrue from that date.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest
Payment Date (see "Right to Redeem Early" and "Early Redemption Events" below), the
amount of interest that will be payable to you will be adjusted to reflect the number of
days in the interest period in which the interest accrued.

4
Infratil
Terms Sheet
October 2019
First Interest Payment to Original
Subscriber:
Interest payable on the first Interest Payment Date will be paid by Infratil to the original
subscriber of an Infrastructure Bond regardless of any transfer of the Infrastructure Bond
prior to the first Interest Payment Date.
Interest Suspension and Dividend
Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists. If
the payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil
when the Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial
assistance for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions of
other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal obligation
by Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the
Maturity Date by giving you no less than 5 Business Days' notice. Infratil may only exercise
this right if:
(a) the Supervisor has not declared the 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.

5
Infratil
Terms Sheet
October 2019
Infratil is a holding company with investments in various companies. Bondholders have
no claims against, or recourse to the assets of, any of those companies. Infratil's ability
to make timely payments on the Infrastructure Bonds is dependent on the returns it
receives from its investments, its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates
(including lenders) would have a prior claim to the assets of those companies ranking
ahead of the claim of Infratil's liquidator (claiming as shareholder in the companies). Only
the residual assets of the companies, after the claims of the companies' creditors have
been satisfied, would be available to Infratil's liquidator and therefore Infratil's creditors
(including Bondholders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value). No subscription moneys are
payable by a Bondholder for Infrastructure Bonds allotted under the Exchange Offer.
Issue Dates:Infrastructure Bonds offered under the General Offer will be issued on 15 November 2019,
16 December 2019, 16 January 2020 and 14 February 2020.
Infrastructure Bonds offered to holders of 2019 Bonds under the Exchange Offer will be
issued on 15 November 2019.
Expected Date of Initial Quotation on the
NZX Debt Market:
15 November 2019
Minimum Application Amount:$5,000 and multiples of $1,000 thereafter (unless a holder of 2019 Bonds is exchanging all
of his or her 2019 Bonds).
ISIN:NZIFTD0300L0
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 offered under the General Offer, including
oversubscriptions, for subscription by clients of the Managers, NZX participants and other
approved financial intermediaries ("Allocations"). The aggregate number of Infrastructure
Bonds reserved will be determined by Infratil, in consultation with the Managers. Infratil,
in consultation with the Managers, will determine the arrangements in respect of the
Infrastructure Bonds offered under the General Offer which are not subject to Allocations
and announce these arrangements via NZX.

6
Infratil
Terms Sheet
October 2019
How to Apply:Applications to subscribe for Infrastructure Bonds offered under the General Offer must
be made on the General Offer application form attached to this Terms Sheet.
Applications to subscribe for Infrastructure Bonds offered under the Exchange Offer must
be made on the Exchange Offer application form, which will be sent separately to
holders of the 2019 Bonds.
General Offer
Investors should contact any Manager, their financial adviser or any NZX participant for
details on how they may acquire Infrastructure Bonds under the General Offer. You can
find an NZX participant by visiting www.nzx.com/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 for the
General Offer.
Public Pool applicants for the General Offer (being all applicants other than applicants in
respect of Allocations) must return a completed General Offer application form, so that it
is received by the Registrar (on behalf of Infratil) at the address below, no later than
5.00pm on the Closing Date for the General Offer:
Link Market Services Limited
PO Box 91976, Auckland 1142
Email: applications@linkmarketservices.co.nz
Exchange Offer
If you make an application under the Exchange Offer, you must return a completed
Exchange Offer application form so that it is received by the Registrar at the address
below no later than 5.00pm on the Closing Date of the Exchange Offer:
Link Market Services Limited
PO Box 91976, Auckland 1142
Email: applications@linkmarketservices.co.nz
Once you submit a completed Exchange Offer application form you will no longer be
able to sell or otherwise transfer your 2019 Bonds designated in that application form.
Applications may be refused
In relation to both the General Offer and the Exchange Offer, Infratil reserves the right to
refuse any application or to accept an application in part only, without providing a
reason. If Infratil refuses an application under the General Offer or accepts an
application in part, all or the relevant balance of the application moneys will be returned
(without interest) as soon as reasonably practicable and, in any event, within five
Business Days after such refusal or acceptance in part. If Infratil refuses any application
under the Exchange Offer or accepts an application in part, the 2019 Bonds that are not
being exchanged will be redeemed on their maturity date in accordance with their
existing terms and conditions.
Each investor’s financial adviser will be able to advise them as to what arrangements will
need to be put in place for the investors to trade the Infrastructure Bonds including
obtaining a common shareholder number ("CSN"), an authorisation code ("FIN") and
opening an account with an NZX participant as well as the costs and timeframes for
putting such arrangements in place.

7
Infratil
Terms Sheet
October 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 IFT300 has been reserved for the Infrastructure 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.
The above selling restrictions apply in relation to both the General Offer and the
Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Managers, the
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
October 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, to increase
the amount of oversubscriptions, or to
choose not to proceed with the Offer. If
the Closing Date is changed, other dates
(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
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
October 2019
Canberra Data Centres

10
Infratil
Terms Sheet
October 2019
These application instructions relate to an application for
Infrastructure Bonds under the General Offer. An application
to subscribe for Infrastructure Bonds under the General Offer
must be made on the application form following these
application instructions.
An application will constitute an irrevocable offer by the
applicant to subscribe for the aggregate Face Value of
Infrastructure Bonds of the relevant Series specified in the
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 General Offer
application form in CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in
the name(s) of natural persons, companies or other legal entities,
up to a maximum of three names per application.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write Name:
Incorrect way
to write Name:
Individual personJOHN SMITHJ SMITH
More than
one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
TrustsJOHN SMITH
(JOHN SMITH
FAMILY TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND
SONS A/C)
JOHN SMITH & SONS
Clubs and
unincorporated
associations
JANE SMITH
(SMITH INVESTMENT
CLUB A/C)
SMITH INVESTMENT
CLUB
Superannuation
funds
JOHN SMITH LIMITED
(SUPERANNUATION
FUND A/C)
JOHN SMITH
SUPERANNUATION
FUND
Postal address details: Insert your postal address for
correspondence. All communications to you from Infratil will be
mailed to the person(s) at the address shown (unless an
applicant provides an email address in section F of the
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
that you wish to apply for. Each Infrastructure Bond has a face
value of $1.00. An application to subscribe for Infrastructure Bonds
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
allotment of any Infrastructure Bonds or acceptance of an offer to
10
Infratil
Terms Sheet
October 2019
General Offer
Application
Instructions

11
Infratil
Terms Sheet
October 2019
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 following the application form.
If the application form is signed by an agent, the agent must
complete the certificate of non-revocation of agent following the
application form.
Joint applicants must each sign the application form.
H = General Offer Closing Date and Delivery
The General Offer will close at 5.00pm on 13 February 2020.
Applicants should remember that the Closing Date of the General
Offer may be changed at the sole discretion of Infratil. Changes
will be advised by NZX announcement. Infratil reserves the right to
refuse to accept applications received by the Registrar after the
Closing Date of the General Offer. Your 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
October 2019

12
Infratil
Terms Sheet
October 2019
BROKER STAMPBroker code
Advisor code
General Offer
Application Form
Infratil Limited Issue of Infrastructure Bonds
This General Offer application form (“Application Form”) is issued in connection with a Terms Sheet dated 22 October 2019 under which Infratil Limited
("Infratil") is offering bonds due 15 March 2026 ("2026 Bonds") (“Terms Sheet”). 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, 13 February 2020.
Applications 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 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 in section D (option 2) 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 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 / /
2026 Bonds NZ$
OR
(ATTACH CHEQUE HERE)

13
Infratil
Terms Sheet
October 2019
H. SEND APPLICATION FORM AND CHEQUE (IF APPLICABLE) TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM ON
13 FEBRUARY 2020.
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 General 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 General 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 General 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


22 October 2019
Dear Bondholder
MATURING BONDS: INFRATIL INFRASTRUCTURE BONDS MATURING 15 NOVEMBER 2019 (SERIES IFT200)
Infratil advises that the Infrastructure Bonds series IFT200 will be redeemed for cash on the due date.
Principal will be repaid in the same way (and to the same bank account) as interest is paid. Please contact
Link Market Services on +64 9 375 5998 if you wish to change this.
Infratil has opened two bond options which include exchange offers if you would like to reinvest into a new
bond. The maturity dates and interest rates of each new bond are:
BOND ISSUE: INFRATIL INFRASTRUCTURE BONDS MATURING 15 MARCH 2026
Coupon/Yield: 3.35%.
BOND ISSUE: INFRATIL INFRASTRUCTURE BONDS MATURING 15 DECEMBER 2029
Coupon/Yield: 3.50% (rate to be reset on 15 December 2020 and annually thereafter).

The key terms of each new bond are contained in the applicable Terms Sheet. Details on how to reinvest
your maturing bonds in a new bond are contained in the Application Instructions (which include a specific
application form to be used for the exchange offers). Copies of the Terms Sheets and Application
Instructions (including the exchange offer application form) are [enclosed with this letter][available at the
following link: https://infratil.com/for-investors/bonds/


The closing date for the exchange offers is 5.00pm on 8 November 2019. Accordingly, applicants are
encouraged to submit their application forms as soon as possible.

Interested investors, should contact their broker or one of the managers of the offer (outlined below) for
more details or email info@infratil.com, call 04 473 3663.


ANZ Bank New Zealand Limited 0800 269 476
Bank of New Zealand 0800 284 017
Jarden Securities Limited 0800 005 678 www.jarden.co.nz
Forsyth Barr Limited 0800 367 227 www.forsythbarr.co.nz

The offer of the new bonds 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.
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 letter have been duly complied with. However, NZX accepts no responsibility for any statement in this
letter. NZX is a licensed market operator, and the NZX Debt Market is a licensed market, each regulated
under the Financial Markets Conduct Act 2013.

Yours sincerely

Fiona Cameron
Infratil Treasurer

---

1
These application instructions relate to an application for
Infrastructure Bonds under the Exchange Offer. An application to
subscribe for Infrastructure Bonds under the Exchange Offer must
be made on the Exchange Offer application form following these
application instructions.
An application will constitute an irrevocable offer by the
applicant to subscribe for the aggregate Face Value of
Infrastructure Bonds of the relevant Series specified in the
Exchange Offer application form (or such lesser amount which
Infratil may determine) on the terms set out in the applicable
Terms Sheet, the Trust Deed, the applicable Series Supplement
and the Exchange Offer application form.
A = Investor Details
Please complete all relevant sections in the Exchange Offer
application form in CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in the
name(s) of the natural persons, companies or other legal entities
which hold the Infrastructure Bonds due 15 November 2019 ("2019
Bonds") to be exchanged under the Exchange Offer.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write name:
Incorrect way
to write name:
Individual personJOHN SMITHJ SMITH
More than
one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
TrustsJOHN SMITH
(JOHN SMITH
FAMILY TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND
SONS A/C)
JOHN SMITH & SONS
Clubs and
unincorporated
associations
JANE SMITH
(SMITH INVESTMENT
CLUB A/C)
SMITH INVESTMENT
CLUB
Superannuation
funds
JOHN SMITH LIMITED
(SUPERANNUATION
FUND A/C)
JOHN SMITH
SUPERANNUATION
FUND
Postal address details: Insert your postal address for
correspondence. All communications to you from Infratil will be
mailed to the person(s) at the address shown (unless an
applicant provides an email address in section F of the
Exchange Offer application form). For joint applicants, only
one address is to be provided.
Telephone numbers: Insert your telephone number(s) in case
the Registrar or Infratil needs to contact you in relation to your
application.
B = Application Details
Please enter the aggregate Face Value of Infrastructure Bonds of
each Series that you wish to apply for. Each Infrastructure Bond
has a Face Value of $1.00. Unless you are applying to exchange all
of your 2019 Bonds, an application to subscribe for new
Infrastructure Bonds of each Series must be for a minimum
aggregate Face Value of $5,000 and thereafter in multiples of
$1,000. The maximum amount of Infrastructure Bonds you may
apply for across both Series under the Exchange Offer is equal to
the number of 2019 Bonds you hold.
2019 Bonds that are not exchanged under the Exchange Offer will
be redeemed on 15 November 2019 in accordance with their
existing terms and conditions.
C = Holder Number Details
Please enter the Common Shareholder Number ("CSN") or Holder
Number your 2019 Bonds are registered on in the space provided.
The name and address details on your Exchange Offer application
form must correspond with the registration details under that CSN.
D = Interest and Redemption Payments
If you wish your payments in respect of the new Infrastructure
Bonds to be direct credited to the same account to which
payments in respect of your 2019 Bonds are made, then you do
not need to complete section D of the Exchange Offer application
form.
If payment to your cash management account with 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 wish to be paid by direct credit but wish to have payments
in respect of your new Infrastructure Bonds credited to a different
bank account than the account to which payments in respect of
your 2019 Bonds are currently made, please tick the box for option
2 and enter the details of the bank account.
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).
Exchange Offer
Application
Instructions

2
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 relevant Terms Sheet(s) and the Exchange Offer
application form carefully and sign and date the Exchange Offer
application form.
The Exchange Offer application form must be signed by the
applicant(s) personally, or 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 Exchange Offer application form is signed by an attorney,
the power of attorney document is not required to be lodged, but
the attorney must complete the certificate of non-revocation of
power of attorney following the Exchange Offer application form.
If the Exchange Offer application form is signed by an agent, the
agent must complete the certificate of non-revocation of agent
following the Exchange Offer application form.
Joint applicants must each sign the Exchange Offer application
form.
H = Exchange Offer Closing Date and Delivery
The Exchange Offer will close at 5.00pm on 8 November 2019.
Applicants should remember that the Closing Date of the
Exchange Offer may be changed at the sole discretion of Infratil.
Changes will be advised by NZX announcement. Infratil reserves
the right to refuse to accept applications received by the
Registrar after the Closing Date of the Exchange Offer. Your
Exchange Offer application form should be returned to, or lodged
with, an appropriate person as specified under the heading "How
to Apply" on page 6 of each Terms Sheet.
Personal Information Rights
Personal information provided by you will be held by Infratil and
the Registrar at their respective addresses shown in the Directory
section of each 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.)

3
BROKER STAMPBroker code
Advisor code
Exchange Offer
Application Form
Infratil Limited Issue of Infrastructure Bonds
This Exchange Offer application form ("Application Form") is issued in connection with a Terms Sheet dated 22 October 2019 under which Infratil Limited
("Infratil") is offering bonds due 15 March 2026 ("2026 Bonds") and a Revised Terms Sheet dated 22 October 2019 under which Infratil is offering bonds due
15 December 2029 ("2029 Bonds", and together with the 2026 Bonds, the "Infrastructure Bonds"). 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 each Terms Sheet.
Before completing this Application Form, applicants should read the Terms Sheet(s) to which their application relates. The 2026 Bonds and the 2029 Bonds
are each offered under a separate Terms Sheet, so applicants should ensure that they read the Terms Sheet relating to each Series of Infrastructure Bonds
that they apply for.
A. APPLICATION DETAILS AND INFORMATION – PLEASE PRINT IN BLOCK LETTERS
First Name(s):Family Name:
First Name(s):Family Name:
First Name(s):Family Name:
Corporate Name or <<On Account>> :
Postal Address:
Telephone Home:Mobile/Work:
B. APPLICATION DETAILS – IMPORTANT
Your Application Form must be received by Link Market Services Limited ("Link") by 5.00pm, 8 November 2019.
Unless you are applying to exchange all of your 2019 Bonds, applications for each Series must be for a minimum of NZ$5,000 and, thereafter, in multiples of
NZ$1,000. The maximum amount of Infrastructure Bonds you may apply for across both Series under the Exchange Offer is equal to the number of 2019
Bonds you hold. Infratil may accept or reject all or part of this application without giving reason.
Amount of Infrastructure Bonds applied for:
C. COMMON SHAREHOLDER NUMBER (CSN)
Please enter the Common Shareholder Number (CSN) or Holder Number your 2019 bonds are registered on:
D. INTEREST AND REDEMPTION PAYMENTS
Continue to pay interest and principal in the same way as was occurring on the 2019 Bonds. If you wish to change the way in which interest and
principal is paid please choose only ONE of the options below. Please tick the box next to your selected option ( ):
OPTION 1:


Direct credit to my cash management account.
Name of NZX participant where Cash Management Account is held:
Cash Management Client Account number:

OPTION 2:

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

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

-

-

Deduct resident withholding tax from all my/our interest payments at the following rate (tick 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 for each series of Infrastructure Bonds applied for under this Application
Form, and apply for the dollar amount of Infrastructure Bonds of each Series set out in Part B 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 applicable Terms Sheet, the Trust Deed, the
applicable Series Supplement, and the Application Form.
All applicants on the Application Form must sign.
Date / /

Date / /

Date / /
(ATTACH CHEQUE HERE)
2026 Bonds NZ$2029 Bonds NZ$

4
H. SEND APPLICATION FORM TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00 PM ON 8 NOVEMBER 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 applicable Terms Sheet, this Application Form,
the Trust Deed and the applicable Series Supplement, and I/we agree to be bound by the provisions hereof.
(b) I/We irrevocably direct Infratil to apply the redemption proceeds of my/our exchanged 2019 Bonds towards payment of the aggregate Face Value of
Infrastructure Bonds specified in Part B of this Application Form (or such lesser amount which Infratil may determine).
(c) I/We declare that all details and statements made by me/us in this Application Form are complete and accurate.
(d) I/We certify that, where information is provided by me/us in this Application Form about another person, I/we are authorised by such person to
disclose the information to Infratil and the Registrar and to give authorisation.
(e) I/We acknowledge that an application cannot be withdrawn or revoked once it has been submitted.
(f) I/We acknowledge that the Exchange Offer is only made in New Zealand, and by applying for Infrastructure Bonds, I/we warrant that I/we received
this offer in New Zealand and I/we are eligible to participate in the Exchange Offer, and I/we agree to indemnify Infratil and its directors, officers,
employees and agents in respect of any loss, cost, liability or expense sustained or incurred by Infratil as a result of my/our breaching that warranty or
the selling restrictions described in the applicable Terms Sheet(s).
(g) I/We confirm that: (i) I/We are tax resident in New Zealand; or (ii) I/We will hold the Infrastructure Bonds for the purposes of a business carried on in
New Zealand through a fixed establishment in New Zealand; or (iii) I/We are a registered bank engaged in business in New Zealand through a fixed
establishment in New Zealand.
This Application Form, the Exchange Offer and any contract arising out of its acceptance are each governed by New Zealand law. Under the Anti-Money
Laundering and Countering Financing of Terrorism Act 2009, applicants may be required to produce evidence of their identity.
The information in this Application Form is provided to enable Infratil and the Registrar to process your application, and to administer your investment.
By signing this Application Form, you authorise Infratil and the Registrar to disclose information in situations where Infratil or the Registrar are required or
permitted to do so by any applicable law or by a governmental, judicial or regulatory entity or authority in any jurisdiction. Personal information will be
held by Infratil and the Registrar at their respective addresses shown in the Directory of each 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.