Infratil Limited/Announcement
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Dividend Reinvestment Plan

Dividend12 November 2019IFTUtilities

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



13 November 2019




Dividend Reinvestment Plan


Infratil Limited (“Infratil”) advises that it has decided to reinstitute a dividend reinvestment plan (“DRP”)

which will be in effect for the payment of Infratil’s interim dividend on 13 December 2019.


The DRP will give eligible shareholders the option of reinvesting the net proceeds of some or all of their

dividends into additional Infratil shares free of brokerage charges. Any shareholder who does not choose

to participate in the DRP will continue to receive their dividends in cash.


A copy of the DRP offer document is attached to this announcement. The DRP offer document and an

application form will be sent to eligible shareholders.


The key features of the DRP are:


• All shareholders who are resident in New Zealand or Australia, and whose address on the share

register is in New Zealand or Australia, will be eligible to participate in the DRP. Infratil may also

determine, in its absolute discretion, that a shareholder who does not satisfy these criteria is eligible to

participate in the DRP.


• Participation in the DRP is optional, and eligible shareholders are free to opt-in or opt-out of the DRP

at any time.


• When Infratil announces a dividend, Infratil will also announce whether the DRP will apply to that

dividend (i.e. Infratil can revert to paying only cash dividends) and if there is to be a discount in the

price of the shares issued under the DRP.


• The price of the shares issued under the DRP will be the weighted average price recorded on the NZX

for Infratil shares over the 5 trading days from the relevant ex date (less any discount, determined by

Infratil Board in its absolute discretion).


• The New Zealand tax status of the dividend will not change.


• Shares issued under the DRP may be either newly issued or purchased by Infratil on the market. Any

new shares issued under the DRP will rank equally in all respects with existing Infratil shares.




Any enquiries should be directed to:


Phillippa Harford, Chief Financial Officer, Infratil Limited

info@infratil.com

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Infratil Limited
Dividend Reinvestment Plan

Offer Document

13 November 2019

This is an important document. You should read the whole

document before making any decisions. If you have any

doubts as to what you should do, please consult your broker,

financial, investment or other professional advisor.

1
Infratil Dividend

Reinvestment Plan

Infratil Limited (Infratil) has established a Dividend Reinvestment

Plan (DRP) which offers you the opportunity to reinvest dividends

received on some or all of your existing Shares into Additional

Shares free of brokerage charges. DRPs are fairly common across

listed companies and provide an opportunity for shareholders to

grow their investment in a company. Participation in this Plan is

completely optional.

This Offer Document explains how the Plan works.

Capitalised terms used in this Offer Document have the meaning

set out in the Definitions on page 6.

KEY FEATURES

Shares instead of Dividends

The Plan gives you the opportunity to reinvest the net proceeds of

cash dividends payable or credited on your Shares in Additional

Shares. This provides an opportunity for you to increase your

investment in Infratil free of brokerage charges.

Eligibility

You are eligible to participate in the Plan if, as at 5:00pm on the

Record Date:

• you hold Shares; and

• you are resident in New Zealand or Australia; and

• you either hold your Shares directly or hold your Shares

indirectly through a nominee whose address is recorded in

Infratil’s share register as being in New Zealand or Australia.

If you do not satisfy the criteria above Infratil reserves the right to

otherwise determine, in its absolute discretion, that you are eligible

to participate.

Full or Partial Participation

You can choose to participate in the Plan in respect of some or all

of your Shares. Your participation in the Plan will apply from the

first Record Date which occurs after your Participation Election is

received or, if your Participation Election is received after a Record

Date but before 5:00pm on an Election Date (being the first

trading day after that Record Date or such later date as may be

set by the Board and advised to NZX and ASX), from the Record

Date immediately preceding that Election Date.

Participation in the Plan is optional. If you do not wish to

participate in the Plan, you do not need to do anything. If you do

not participate in the Plan you will continue to receive cash

dividends paid on all of your Shares.

If you change your mind at a later date and wish to participate in

the Plan, you can do so by:

• making your Participation Election online at:

• https://investorcentre.linkmarketservices.co.nz (for holders on

the New Zealand register); or

• https://investorcentre.linkmarketservices.com.au (for holders

on the Australian register); or

• completing a Participation Notice and returning it to the Share

Registrar.

Joining, Variation and Withdrawal Arrangements

You can choose to participate in the Plan, vary your participation,

or withdraw from the Plan at any time. Any variation or withdrawal

will take effect on the first Record Date after receipt of your new

Participation Election or written termination notice or, if your new

Participation Election or written termination notice is received

after a Record Date but before 5:00pm on an Election Date (being

the first trading day after that Record Date or such later date as

may be set by the Board and advised to NZX and ASX), from the

Record Date immediately preceding that Election Date.

Application of the Plan

The Board retains a discretion to determine that the Plan will not

apply to a particular dividend, or will not apply to some of a

particular dividend (rather than all), with the result being that all or

the relevant proportion (and also taking into account any partial

participation in the Plan) of that dividend will be paid in cash

instead of the Plan applying.

Issue Price

Additional Shares will be issued under the Plan at the Strike Price.

The Strike Price will be calculated as the volume weighted

average sale price for a Share based on all trades of Shares on

the NZX Main Board over a period of five trading days

commencing on and including the relevant Ex-Date (being, in

relation to a dividend, the first Business Day before the relevant

Record Date for that dividend, unless NZX determines otherwise),

subject to adjustment to the Strike Price by Infratil for any

exceptional or unusual circumstances and less any discount

determined by the Board. Any discount will be announced by

Infratil no later than 10 trading days prior to the relevant Record

Date. The Board may adjust the period over which the Strike Price

is calculated in its discretion (and any such adjustment will be

advised to NZX and ASX no later than 10 trading days prior to the

relevant Record Date).

Shares Rank Equally

Additional Shares issued under the Plan will rank equally in all

respects with each other and with all other Shares on issue at that

date.

Financial Markets Conduct Act

The offer of Additional Shares under the Plan is being made in

reliance on clause 10 of Schedule 1 of the Financial Markets

Conduct Act 2013.

2
1 Introduction

This Offer Document contains the terms and conditions of

the Infratil Dividend Reinvestment Plan.

The Plan is available to you (“you”) if, subject to clauses

3 and 5, you are the holder of Shares.

Under the Plan, you may elect to reinvest the net proceeds

of cash dividends payable or credited on all or some of your

fully paid Shares by acquiring Additional Shares.

The Record Date for determining your entitlement to

Additional Shares under the Plan is 5:00pm on the date fixed

by Infratil for determining entitlements to dividends payable

or credited on Shares.

This Offer Document has been prepared as at

13 November 2019.

2 Available Options

You may elect to participate in the Plan by exercising one of

the following options:

(a) Full Participation - If you choose full participation, the

Plan will apply to the cash dividends payable or credited

from time to time in respect of all Shares registered in

your name on the Record Date.

(b) Partial Participation – If you choose partial

participation, the Plan will only apply to the cash

dividends payable or credited from time to time in

respect of your nominated percentage (%) of Shares

registered in your name on the Record Date.

If you do not wish to participate in the Plan and instead

wish to receive any dividends payable or credited in respect

of your Shares from time to time in cash, you do not need to

do anything.

3 Overseas Shareholders

3.1 Subject to clause 3.2, as at the date of this Offer Document,

you are eligible to participate in the Plan if, as at 5:00pm on

the Record Date:

(a) you hold Shares; and

(b) you are resident in New Zealand or Australia; and

(c) you either hold your Shares directly or hold your Shares

indirectly through a nominee whose address is recorded

in Infratil’s share register as being in New Zealand or

Australia.

If you do not satisfy the criteria above Infratil reserves the

right to otherwise determine, in its sole discretion, that you are

eligible to participate.

However, the Board may amend this policy at any time, in its

sole discretion.

3.2 Infratil may, in its absolute discretion, elect not to offer

participation in the Plan to shareholders who are outside

New Zealand if Infratil considers that to do so would risk

breaching the laws of any other jurisdiction and it would be

unduly onerous to ensure that the laws of those jurisdictions

are complied with.

3.3 If you are outside of New Zealand or any other jurisdiction in

respect of which the Plan is made available and you

participate in the Plan through a nominee that is resident in

New Zealand and has a registered address in New Zealand or

any other such jurisdiction, you will be deemed to represent

and warrant to Infratil that you can lawfully participate

through your nominee. Infratil accepts no responsibility for

determining whether any person is able to participate in the

Plan under laws applicable outside of New Zealand or any

other jurisdiction in respect of which the Plan is made

available.

4 Death of Participant

4.1 If a Participant dies, participation by that Participant will

cease upon receipt by Infratil’s Share Registrar of a notice of

death in a form acceptable to Infratil.

4.2 Death of one of two or more joint participants will not

automatically terminate participation by the remaining joint

participant(s).

5 Exclusion where Liens or Charges over Shares

If you hold any Shares over which Infratil has a lien or charge,

those Shares will not be eligible to participate in the Plan.

6 Participation Election

6.1 To participate in the Plan you must make a Participation

Election in one of the following ways:

(a) Online Election – By visiting the website of Infratil’s Share

Registrar, Link Market Services:

Holders on the New Zealand Register:

https://investorcentre.linkmarketservices.co.nz.

Select “IFT – INFRATIL LIMITED” as the issuer from the

dropdown box on the page. You will be required to enter

your CSN/Holder Number and FIN before you can make

your Participation Election. Once you have entered these

details, you should click “Payment and Tax”, then

“Reinvestment Plans”, and tick the applicable box to

participate in the Plan. If you make an online election,

you will be required to confirm that you have read,

understood and complied with the terms and conditions

of the Plan. Joint and corporate shareholders will need

to register a portfolio to update their participation

election.

Holders on the Australian Register:

https://investorcentre.linkmarketservices.com.au

Select “IFT – INFRATIL LIMITED” as the issuer from the

dropdown box on the page. You will be required to enter

Terms and

Conditions

3
your Holder Number and postcode before you can make

your Participation Election. Once you have entered these

details, you should click “Payment and Tax”, then

“Reinvestment Plans”, and tick the applicable box to

participate in the Plan. If you make an online election,

you will be required to confirm that you have read,

understood and complied with the terms and conditions

of the Plan. Joint and corporate shareholders will need

to register a portfolio to update their participation

election;

OR

(b) Participation Notice – By completing the enclosed

Participation Notice which accompanies this Offer

Document and returning it to Infratil’s Share Registrar in

one of the following manners:

Mail:

Link Market Services Limited

PO Box 91976

Auckland 1142

New Zealand

Scan and email:

operations@linkmarketservices.co.nz

Fax:

+64 9 375 5990

or such other person or address as Infratil may determine

from time to time.

6.2 You can make your Participation Election at any time while

this Plan is in effect by following one of the steps in clause 6.1.

Participation Notices can be obtained from Infratil’s Share

Registrar at any time.

6.3 If your Participation Election does not specify your degree of

participation in the Plan, you will be deemed to have chosen

full participation (if your Participation Election is otherwise

correctly completed and signed).

7 Participation Applies from First Election Date

Net proceeds of cash dividends payable or credited on your

Participating Shares will be reinvested in Additional Shares

from the first Record Date which occurs after receipt by

Infratil of a properly completed Participation Election or, if

your Participation Election is received after a Record Date

but before 5:00pm on an Election Date, from the Record Date

immediately preceding that Election Date.

8 Formula for Calculation of Additional Shares and

Strike Price

8.1 If you choose to participate in the Plan, the number of

Additional Shares you will be allotted or transferred will be

calculated in accordance with the following formula:

PS D

Strike Price

Where:

N is the number of Additional Shares you will receive;

PS is the number of your Participating Shares;

D is the net proceeds of cash dividends paid or credited per

Share by Infratil (expressed in cents and fractions of cents,

including any applicable supplementary dividends in respect

of Participating Shares payable to non-resident shareholders

but excluding any tax credits and after deduction of any

withholding or other taxes, if any); and

Strike Price is the volume weighted average sale price in

New Zealand dollars (expressed in cents and fractions of

cents) for a Share calculated on all trades of Shares which

took place through the NZX Main Board over a period of five

trading days commencing on and including the relevant

Ex-Date, less any percentage discount determined by the

Board in its absolute discretion. If no sales of Shares occur

during those five trading days, then the volume weighted

average sale price will be deemed to be the sale price for a

Share on the last trade of Shares which took place prior to

such trading days as determined by NZX. The Strike Price may

be reasonably adjusted by Infratil to allow for any bonus issue

or dividend or other distribution expectation. If, in the opinion

of the Board, any exceptional or unusual circumstances

(including any unusual or irregular trades) have artificially

affected the Strike Price, Infratil may make such adjustment to

that price as it considers reasonable. Any percentage discount

determined by the Board shall be notified to NZX and ASX not

later than 10 trading days prior to the relevant Record Date.

The Board may adjust the period over which the Strike Price is

calculated in its discretion (and any such adjustment will be

advised to NZX and ASX no later than 10 trading days prior to

the relevant Record Date).

The price at which your Additional Shares will be allotted or

transferred to you will be the Strike Price. The determination of

the Strike Price by the Board, or by some other person

nominated by the Board, will be binding on all participants in

the Plan.

9 Fractional entitlements

9.1 Where the number of Additional Shares you will receive

(calculated in accordance with the formula set out in clause

8.1) is not a whole number, then the number of Additional

Shares you receive will be rounded down to the nearest whole

number of Additional Shares.

9.2 Any net proceeds of cash dividends paid or credited per

Share by Infratil which are not applied to acquire a part of

Additional Shares (due to the operation of clause 9.1) shall be

N =

4
held to your order and applied under the Plan on your behalf

the next time the Plan operates. You will not accrue interest

on any such amount held to your order in accordance with

this clause 9.2.

9.3 Should you:

(a) terminate your participation in the Plan; or

(b) cease to be a shareholder of Infratil,

any amount above NZ$5.00, which at the time is held to your

order in accordance with clause 9.2, will be paid in cash to

you on the next dividend payment date. You will not be paid

interest on any such payment. Amounts of NZ$5.00 or less

which are held to your order at that time shall be forfeited.

10 Compliance with Laws, Listing Rules and Constitution

10.1 The Plan will not operate to the extent that the allotment or

transfer of Additional Shares under the Plan would breach

any applicable law, the Rules or any provision of the

Constitution.

10.2 If, for any reason, Infratil cannot allot or transfer your

Additional Shares, the relevant dividend on your Participating

Shares will be paid or distributed to you in the same manner

as to shareholders not participating in the Plan. You will not

be paid interest on any such payment.

11 Issue or transfer of Additional Shares

11.1 Infratil will:

(a) allot your Additional Shares to you in accordance with

clauses 8 to 10 on the day that you would otherwise

have been paid a dividend; or

(b) transfer your Additional Shares to you in accordance

with clauses 8 to 10 as soon as reasonably practicable

on or after the day that you would otherwise have been

paid a dividend,

as applicable, depending on the manner in which your

Additional Shares are sourced.

12 Share Price Information Publicly Available

Infratil will ensure that at the time the Strike Price is set under

clause 8.1 it will have no information that is not publicly

available that would, or would be likely to, have a material

adverse effect on the realisable price of the Shares if the

information was publicly available.

13 Terms of Issue and Ranking of Additional Shares

Your Additional Shares will be allotted or transferred to you on

the terms set out in this Plan, subject to the rights of

termination, suspension and modification set out in clause 16.

Any new Shares issued by Infratil for the purposes of this Plan

will, from the date of allotment, rank equally in all respects with

each other and with all other Shares on issue as at that date.

14 Source of Additional Shares

Your Additional Shares may, at the Board’s discretion, be:

(a) new Shares issued by Infratil;

(b) existing Shares acquired by Infratil or a nominee or

agent of Infratil; or

(c) any combination of (a) and (b) above.

15 Statements

If you choose to participate in the Plan, Infratil will send a

statement to your address or electronic mail address (if you

have elected to receive communications electronically) as set

out in Infratil’s share register within five trading days of the

allotment or transfer of Additional Shares detailing:

(a) the number of your Participating Shares as at the Record

Date;

(b) the amount of your cash dividend reinvested in

Additional Shares and the amount paid in respect of any

of your Shares that are not participating in the Plan (if

applicable);

(c) the Strike Price and number of Additional Shares you

were allotted and/or transferred under the Plan;

(d) any amounts held to your order in accordance with

clause 9.2;

(e) the amount of any tax deductions or withholdings,

imputations or other taxation credits in respect of the

cash dividend; and

(f) such other matters required by law or the Rules with

respect to dividends, reinvestment, the allotment and/or

the transfer of shares.

16 Termination, Suspension and Modification

The Board may, in its sole discretion, at any time:

(a) terminate, suspend or modify the Plan. If the Plan is

modified, your Participation Election will be deemed to

be a Participation Election under the modified Plan

unless you withdraw or modify your Participation Election

in accordance with clause 18;

(b) resolve that some or all of a dividend will be paid in cash

only instead of the Plan applying;

(c) make a determination in respect of any of the matters

for which the Board is granted discretion under clause 8.1

(which, for the avoidance of doubt, is not a modification

to the Plan which requires notice to be given to you

under clause 17);

(d) resolve that in the event of the subdivision, consolidation

or reclassification of the Shares into one or more new

classes of shares, your Participation Election will be

deemed to be a Participation Election in respect of the

5
Shares as subdivided, consolidated or reclassified

unless you withdraw or modify your Participation

Election in accordance with clause 18;

(e) resolve that the Plan or any allotment under the Plan

may be underwritten on such terms as may be agreed

between Infratil and an underwriter;

(f) determine that shareholders in specific jurisdictions

outside New Zealand and Australia may participate in

the Plan; or

(g) resolve that your Participation Election will cease to be

of any effect.

17 Prior Notice

You will be sent written notice by Infratil of any modification or

termination to the Plan at your address or electronic mail

address (if you have elected to receive communications

electronically) as set out in Infratil’s share register prior to the

Record Date on which any modification or termination will

take effect, unless Infratil:

(a) modifies or terminates the Plan to comply with any

applicable law, the listing rules of any stock exchange on

which the Shares are quoted or any provision of the

Constitution; or

(b) makes minor amendments to the Plan where such

amendments are of an administrative or procedural

nature,

in which case no notice need be given.

18 Variation or Termination

You may at any time:

(a) increase or decrease the number of your Participating

Shares by making a new Participation Election in

accordance with clause 6.1; or

(b) terminate your participation in the Plan by written notice

to Infratil’s Share Registrar at the address set out in

clause 6.1.

Such variation or termination will take effect on the first

Record Date after receipt by Infratil’s Share Registrar of the

new Participation Election or the written termination notice,

as the case may be or, if your new Participation Election or

written termination notice is received after a Record Date but

before 5:00pm on an Election Date, from the Record Date

immediately preceding that Election Date.

19 Partial Dispositions

If you dispose of any of your Participating Shares, you will be

deemed to have terminated your participation in the Plan

with respect to the Participating Shares you disposed of from

the date Infratil’s Share Registrar registers a transfer of those

Participating Shares.

20 Dispositions of all of your Participating Shares

If you dispose of all of your Participating Shares, you will be

deemed to have terminated your participation in the Plan

from the date Infratil’s Share Registrar registers a transfer of

those Shares.

21 Taxation

For New Zealand tax purposes, if you reinvest the net

proceeds of your cash dividends to acquire Additional Shares,

you should be treated in the same way as if you had not

participated in the Plan. This means that if you participate in

the Plan, you should derive dividend income of the same

amount that you would have derived had you not

participated in the Plan. The taxation summary above is

based on New Zealand taxation laws as at the date of this

Offer Document and is, of necessity, general. It does not take

into account your individual circumstances and the specific

tax consequences of your participation or non-participation

in the Plan, which may vary considerably. You should not rely

on this general summary but should seek your own tax

advice. Infratil does not accept any responsibility for the

financial or taxation effects of your participation or non-

participation in the Plan.

22 Costs

You will not be charged for participation or withdrawal

from the Plan. You will not incur any brokerage charges on

the allotment or transfer of your Additional Shares.

23 Rules

The Plan is subject to the Rules and in the event of any

inconsistency between the Plan and the Rules, the Rules

will apply.

24 Governing Law

This Offer Document, the Plan and its operation will be

governed by the laws of New Zealand.

25 Dividend Policy

Infratil’s current dividend policy can be found on the page

that includes information about dividends in its investor

centre on its website at www.infratil.com.

26 Other Information

You can download an electronic copy of Infratil’s most recent

Annual Report (which contains Infratil’s most recent financial

statements and the auditor’s report on those financial

statements) from Infratil’s website at www.infratil.com.

Alternatively, you can request a copy of these documents

free of charge by writing to Infratil’s registered office at:

Infratil Limited

5 Market Lane

Wellington 6011

New Zealand

6
Additional Shares means the Shares to be issued or transferred

to you pursuant to the Plan.

ASX means ASX Limited.

Board means Infratil’s board of directors.

Business Day has the meaning given to that term in the Rules.

Constitution means Infratil’s constitution.

Election Date means, in respect of each Record Date, the first

trading day after that Record Date or such later date as may

be set by the Board and advised to NZX and ASX.

Ex-Date means, in relation to a dividend, the first Business

Day before the relevant Record Date for that dividend, unless

NZX determines otherwise.

Infratil means Infratil Limited.

NZX means NZX Limited.

NZX Main Board means the main board equity security market

operated by NZX.

Offer Document means this booklet which sets out the terms

and conditions of the Plan.

Participating Shares means the Shares held by you on a Record

Date in respect of which you have made a valid Participation

Election.

Participation Election means your chosen participation in the

Plan, made in one of the ways specified in clause 6.1 of this

Offer Document.

Participation Notice means the form of participation notice

accompanying this Offer Document.

Plan means Infratil’s Dividend Reinvestment Plan established

by the Board on the terms and conditions set out in this Offer

Document, as amended from time to time.

Record Date means 5:00pm on the date fixed by Infratil for

determining entitlements to dividends payable or credited on

Shares.

Rules means the NZX Main Board / Debt Market Listing Rules,

the ASX Listing Rules (to the extent they apply to Infratil as an

ASX Foreign Exempt Listing) and to any rules for clearing and/or

settlement which apply to the NZX Main Board or the ASX from

time to time.

Share Registrar means Link Market Services Limited.

Shares means ordinary shares in Infratil.

Strike Price means the price at which Additional Shares will

be issued or transferred to you, calculated in accordance with

clause 8 of this Offer Document.

DIRECTORY

ISSUER

Infratil Limited

5 Market Lane

PO Box 320

Wellington 6140

New Zealand

Phone: +64 (4) 473 3663

Email: info@infratil.com

Website: www.infratil.com

SHARE REGISTRAR

Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street

Auckland 1010

PO Box 91976

Auckland 1142

Phone +64 9 375 5998

Facsimile +64 9 375 5990

Email: enquiries@linkmarketservices.co.nz

Website: www.linkmarketservices.co.nz

LEGAL ADVISORS

Chapman Tripp

Level 14

10 Customhouse Quay

Wellington 6011

Phone +64 4 499 5999

Facsimile +64 4 472 7111

Definitions

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1
Infratil

Dividend

Reinvestment Plan

November 2019


1

Dividend

Reinvestment Plan

Participation Notice

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:

COMMON SHAREHOLDER NUMBER (CSN)

Please enter your CSN/Holder Number here:


The Dividend Reinvestment Plan Offer Document which this Participation Notice accompanies is important. Terms used in this Participation Notice have

the meaning given to them in the Offer Document. If you have any questions in relation to the Plan, please consult your broker, financial, investment or

other professional advisor. Please see instructions at page 2 on how to complete this Participation Notice and where to send it.

Infratil offers its shareholders the ability to participate in the Plan on the terms set out in the Offer Document dated 13 November 2019. If you wish to

participate in the Plan or to vary your participation in the Plan, you should make a Participation Election by completing this form and sending it to Infratil’s

Share Registrar.

Alternatively, you may make your Participation Election, or vary an existing Participation Election, online by visiting

https://investorcentre.linkmarketservices.co.nz (for holders on the New Zealand register) or https://investorcentre.linkmarketservices.com.au

(for holders on the Australian register) (refer to clause 6.1 of the Offer Document for further details).

PLAN PARTICIPATION ELECTION

PLEASE DO NOT COMPLETE THIS SECTION IF YOU WISH TO RECEIVE ALL OF YOUR DIVIDENDS IN CASH

Please select your Plan Participation option. Select only one option.

I wish to participate in the Plan. I have read and understood the terms and conditions as set out in the enclosed Offer Document.

(A) Full participation:

All the shares registered in my/our name(s) from time to time (please tick)

OR

(B) Partial participation

The following proportion as a percentage (%) of the shares registered in my/our name(s) from time to time


%


Certification

By accepting this offer and participating in the Plan, you are agreeing to the Terms and Conditions set out in the Offer Document and you are providing the

certification set out in the instructions for completing this form, under the heading “Certification”. Read that section carefully.

Please complete this section only if you have not previously supplied the information requested below.

ELECTRONIC INVESTOR COMMUNICATION ELECTION

In providing my email address below, I elect to receive all my investor communications from Infratil electronically where possible.

IRD (TAX) NUMBER

Although not mandatory, you are encouraged to provide your IRD number. Only one IRD number is required per holding.


If you hold a Certificate of Exemption from Resident Withholding Tax ‘RWT’ from the IRD, please tick this box and attach a copy of the

Certificate to this form or forward this to the Registrar for noting.

IRD number :


-


-


Date / /


Date / /


Date / /

This form must be signed by the security holder. If it is a joint holding – all security holders must sign. If signed under a Power of Attorney (POA), a copy of the POA must be attached

to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Companies Act 1993.

Participation in the Plan will commence on the first Record Date after receipt by Infratil’s Share Registrar of your correctly completed Participation Election or, if your Participation

Election is received after a Record Date but before 5:00pm on an Election Date, from the Record Date immediately preceding that Election Date. Your participation in the Plan will

continue to apply until you vary or terminate it by written notice in accordance with the Terms and Conditions of the Plan.

Privacy clause: Link Market Services advise that they require information about you as an investor to be included in the public register of the entity in which you hold securities.

Information is collected to administer your security holding. Its privacy policy is available on its website www.linkmarketservices.co.nz.

2
Infratil

Dividend

Reinvestment Plan

November 2019

2

You may make your Participation Election, or vary an existing Participation Election, online by visiting https://investorcentre.linkmarketservices.co.nz

(for holders on the New Zealand register)

or

https://investorcentre.linkmarketservices.com.au (for holders on the Australian register), instead of completing this Participation Notice (refer to

clause 6.1 of the Offer Document for further details).

How to complete this Participation Notice:

Read carefully the Terms and Conditions contained in the Offer Document. In this Participation Notice, where the context requires, a reference to “I”

includes a reference to “we”. If you do not understand the Terms and Conditions, this Participation Notice or if you have any questions about what

to do in relation to the Plan, please consult your broker, financial, investment or other professional advisor.

1 Your Details

The Participation Notice that we have sent you has not been personalised and you need to complete your details.

2 Participation

• Choose full participation or partial participation in the Plan by ticking the corresponding box.

• If you choose partial participation in the Plan, you must also state the percentage of your Shares that you wish to participate in

the Plan.

• Make one application only, whether personally or through a custodian or other nominee shareholder.

3 Certification

I confirm that I wish to apply for the amount of my Shares indicated in this Participation Notice to participate in the Plan, and agree that:

• By applying for participation in the Plan, I acknowledge that I have received the Offer Document containing the Terms and Conditions

dated 13 November 2019, and confirm that I have read this Participation Notice and the Offer Document in their entirety. I irrevocably

and unconditionally agree to the Terms and Conditions.

• If I am not applying through a New Zealand or Australian resident nominee, I certify that:

• I currently hold Shares; and

• I am resident in New Zealand and my address recorded on the share register is in New Zealand; or

• my address recorded on the share register is in Australia.

• If I am applying through a New Zealand or Australian resident nominee, I represent and warrant to Infratil that I can lawfully participate

in the Plan through my nominee and I currently hold Shares through my nominee.

4 Execution

You should sign this Participation Notice where indicated.

5 Contact Details

Fill in your daytime telephone number and contact name, as we may need to contact you, for example, if you have not filled in this Participation

Notice correctly.

Once complete, you should return your Participation Notice to Infratil’s Share Registrar in one of the following manners:

• Mail: Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand

• Scan and email: operations@linkmarketservices.co.nz (please put Infratil DRP in the subject line for easy identification)

• Fax: +64 9 375 5990

Instructions

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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