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Infratil 2020 Annual Report

Annual Report28 May 2020IFTUtilities

Finding a path
Infratil

Annual Report

2020

Calendar
Final dividend paid

15 June 2020

Annual meeting


20 August 2020

Half year end


30 September 2020

Half year results released


12 November 2020

Financial year end


31 March 2021

Updates/Information

Infratil produces an Annual Report and

Interim Report each year. In addition,

Infratil produces occasional reports on the

operations of its subsidiaries. These are

available at www.infratil.com.

All Infratil’s reports and releases are on the

website, which also contains profiles of

Infratil’s businesses and links.

Contents

Strategy. Governance.

Management. Environment 03

Financial highlights.


Corporate structure 10

Reports of the Chief Executive


and the Chair 12

Financial trends 20

Financial summary for


shareholders & bondholders 22

Infratil’s businesses 30

Financial statements


& statutory information 60

01
Shareholders in any company

want transparency around the

risk and return features of the

business they have invested in.

As an infrastructure investment

company, Infratil seeks to provide this

clarity by describing and reporting on


its investment strategy, its approach

to risk management, and the key

metrics of its businesses. In addition,


two years ago we set out the returns

which are expected to be provided to

shareholders over the following decade.

The COVID-19 crisis is a significant test

of whether the strategy has been well

formulated and executed.

As set out in prior years’ annual reports,

Infratil’s investment approach entails

(amongst other things):

• Owning infrastructure businesses

benefitting from demand growth that

have good prospects of providing fair

returns by investing to meet that

demand.

• Ensuring funding and investment

diversity so that changes within the

portfolio of businesses can be

withstood and opportunities taken.

The test posed by COVID-19 is being

met. While some of Infratil’s businesses

have suffered harm and value loss,

others have thrived or coped well,


and Infratil’s solid funding and cash

flows are allowing both a return to

shareholders and the continued

execution of growth plans.

Next year holds many uncertainties.


The COVID-19 crisis seems likely to

become synonymous with disease,

digitalisation and debt. Each is likely to

have profound consequences, not least

because of the enormous increase in

government engagement in personal

and business activities through the

collection of information, the

reprioritisation of health services, and

the many forms of public economic

assistance. How these engagements

evolve as the crisis recedes will influence

peoples’ behaviour and the nature of

the economic recovery.

Infratil must find a path through these

uncertainties. Keeping people safe.

Assisting its businesses that are

struggling. Pursuing opportunities while

ensuring that our shareholders and

bond holders remain well informed and

supportive.

Finding a path

202

03
Strategy and

execution

Infratil’s track record reflects a disciplined

approach to capital allocation and liability

management.

• Investment is in businesses where Infratil has the expertise

to manage risks and opportunities, and which are

consistent with the shareholder mandate.

• Because Infratil’s businesses provide critical services to

communities and users, they must be well managed to

meet user needs with the highest standards of probity.

• Investment and funding must be resilient and reflect the

reality of the capital markets’ fluctuating risk appetite and

supply and demand for assets and capital.

• Infratil’s businesses should be able to take advantage of

fundamental trends: energy decarbonisation, the

transportation and storage of data, an aging population,

and expanding middle classes.

Over the last five years the key sources of returns have been

from utility-scale renewable energy projects, the increasing

demand for data storage and the underlying digital

infrastructure, and ultra-low interest rates.

In the future, while the trends will continue, who will benefit

and how is less clear:

• Transportation and storage of data: Since the 2007

introduction of the iPhone, the capacity of mobile networks

has expanded 25,000 times. It is estimated that over the

last two years more manmade data was created and

stored than in the previous ten thousand years.

• Decarbonisation: Atmospheric carbon dioxide has risen


15% since Infratil’s establishment in 1994 because of

approximately 36 billion tonnes a year of human

attributable emissions. Over the same period the cost


of solar and wind generated electricity has fallen up to

95% (on a per unit of energy basis).

• Aging: Since 1994, New Zealand’s over 65 population


has grown 90% to over 700,000 people (the under 65

population is up 38%) and life expectancy has risen 4.8

years to 81.6 years. Australia’s over 65 population has risen

112% to 4.2 million people (the under 65 population rose

35%) with life expectancy up 5.6 years to 83.5 years.

• Growing middle classes: Since 2010, the per capita real

GDP of both China and India more than doubled, and their

combined populations rose by 300 million people.

• Interest rates: The New Zealand five-year government

bond yield was 6.8% per annum the day Infratil listed in

1994, and 0.7% per annum 26 years later.

Business Sectors

Capital Structure

Renewable Energy

Connectivity & Data

Airports

Retirement

Other

Equity

Perpetual debt

Bonds

Bank funding

Governance
& Direction

04

Infratil’s shareholders elect

directors for three year terms to

represent them and to look after

their interests.

To this end, the board is open to

dialogue with shareholders, whether at

the annual meeting or informally.

Director responsibilities include:

• Maintaining an ongoing dialogue

with shareholders.

• Proactively participating in the

formulation and evolution of the

Company’s strategy.

• Ensuring effective articulation to

external stakeholders of strategy,

goals, risks and performance.

• Monitoring strategy implementation,

financial performance, risks and legal

compliance.

• Maintaining awareness of relevant

societal and market developments.

• Providing diversity of perspective and

knowledge relevant to the Company.

• Monitoring the performance of

Infratil’s manager H.R.L. Morrison & Co

(“Morrison & Co”). Morrison & Co is a

specialist manager of infrastructure

investments and performs this role for

Infratil under an investment

management agreement. Infratil

benefits from having a management

team with great breadth and depth

of skills, however the board must be

vigilant about potential conflicts of

interest and satisfied that the cost is

reasonable relative to alternatives.

Further commentary on the role of the

board, the credentials of directors and

their remuneration are set out on pages

119-125 of this report.

Mark Tume, independent chair

appointed 2007, last elected 2018.

Member of the Nomination &

Remuneration and Management

Engagement, and (ex officio) Audit


& Risk committees.

I maintain ties with Infratil’s many

stakeholders and ensure that the board

is delivering on its responsibilities. My

experience in finance and on the boards

of Transpower, Kiwi Rail, Guardians of NZ

Superannuation Fund, and Ngai Tahu

Holdings gives me an appreciation of

the issues faced by Infratil and its

businesses and an appreciation of the

concept of social licence.

Marko Bogoievski, director and chief

executive. Appointed 2009. Last elected

2017 and due for re-election in 2020.

As CEO of Morrison & Co I have the

responsibility of ensuring our team is

focused and active on the Infratil

mandate. Our job is to identify

proprietary opportunities and to deliver

strong long-term returns for an

acceptable level of risk. We are

fortunate to have significant experience

supporting our investment and asset

management programmes.

Alison Gerry, independent director

appointed 2014, last elected 2019.

Chair of the Audit & Risk committee, and

member of the Nomination &

Remuneration, and Management

Engagement committees.

My experience in finance and risk

management helps me appreciate

Infratil’s strategic opportunities and

threats from financial markets,

technology, regulation and the natural

environment. Executing strategy is

about allocating capital and about

developing a culture which reflects the

value we place on people, customers,

and communities.

Paul Gough, independent director

appointed 2012, last elected 2018.

Member of the Nomination &

Remuneration, and Management

Engagement committees.

As a Kiwi who works in London I’m very

aware of how global events impact in

New Zealand and Australia. In London


I manage investments in similar fields

to Infratil’s, but often with more

development risk. Achieving the best

outcome requires the best from people.

The focus on performance and people


is consistent with what I see at Infratil.

Kirsty Mactaggart, independent director

appointed and elected in 2019. Member

of the Audit & Risk and Management

Engagement committees.

I have 25 years of financial market

experience across multiple countries

and sectors. My transactional

experience as a banker; and

governance focus as an investor will be

applied to Morrison & Co to ensure the

manager delivers transparency and

performance to all Infratil stakeholders.

Catherine Savage, independent

director appointed and elected in 2019.

Member of the Audit & Risk and

Management Engagement committees.

I have 30 years of involvement in


New Zealand and global funds

management and capital markets.

Being part of a company that maintains

the highest standard of corporate

governance and transparency to deliver

long term value to its stakeholders is

extremely important to me. Infratil and its

manager, Morrison & Co, are positioned

to deliver long-term value add from

investing in strategic opportunities and

focusing on people and culture.

Peter Springford, independent director

appointed 2016. Last elected 2017 and

due for re-election in 2020. Member of

the Management Engagement

committee.

I have led a major industrial company

based in New Zealand and Australia

and businesses in Asia, and been chair

or director of companies operating

internationally. The immediate future


will be challenging, however good

opportunities arise in difficult times.


A strong balance sheet and access to

resources, both people and financial,

positions Infratil well.

Marko Bogoievski
Paul Gough

Catherine Savage

Alison Gerry

Kirsty Mactaggart

Peter Springford

directors

05

Mark Tume

Management
06

Infratil’s management comprises

people employed by Infratil’s

manager, H.R.L. Morrison & Co

(Morrison & Co), and those

employed by Infratil’s subsidiaries

and investee companies.

As a specialist infrastructure investment

manager, Morrison & Co also manages

investments on behalf of other

superannuation funds; including the


New Zealand Superannuation Fund,

the Commonwealth Superannuation

Corporation and the Australian Future

Fund, each of which has investments in

partnership with Infratil.

Infratil benefits from its management

having the expertise of a larger and more

expert group of individuals than a

company of Infratil’s scale could normally

hope to retain and from the manager’s

contacts and relationships.

This year all director and management

pictures were taken by people sharing


a bubble with the relevant individual.

They were directed remotely by Infratil’s

regular photographer, John Crawford.

Marko Bogoievski, Chief Executive.

Director of Infratil. Chair Vodafone NZ.

Phillippa Harford, Chief Financial

Officer. Director RetireAustralia.

Kevin Baker, Director CDC Data

Centres, Trustpower and Infratil

Infrastructure Property.

Greg Boorer, CEO CDC Data Centres.

Jason Boyes, Head of European

operations. Chair Longroad Energy


and Galileo Green Energy. Director

Wellington Airport.

Ralph Brayham, Technology.

Tim Brown, Capital markets,


and economic regulation.

Chair Wellington Airport.

Fiona Cameron, Treasury committee.

Deion Campbell, CEO Tilt Renewables.

Kellee Clark, Head of Legal.

Compliance, transaction structuring


and execution.

Peter Coman, Head of Real Estate


and Social Infrastructure. Chair

Infratil Infrastructure Property and

RetireAustralia.

Harry Cominos, Investment strategy.

Roger Crawford, Australian energy

sector activities.

Steven Fitzgerald, Asset Management.

Mark Flesher, Capital markets and

investor relations.

Paul Gaynor, CEO Longroad Energy.

Vincent Gerritsen, Private Markets

Europe, Director Galileo Green Energy.

Dr Bruce Harker, Energy team. Chair


Tilt Renewables.

Andrew Lamb, Development


Director Infratil Infrastructure Property.

Nick Lough, Company Secretary


and Legal. Compliance, transaction

structuring and execution.

Will McIndoe, Energy team.

Mark Mudie, Social infrastructure.

Paul Newfield, Chief Investment Officer.

Head of Australia and NZ for Morrison &

Co. Strategy, sector analysis and

transaction execution. Director Tilt

Renewables.

Jason Paris, CEO Vodafone NZ.

Dr David Prentice, CEO Trustpower.

Paul Ridley-Smith, Chair Trustpower.

Dr Brett Robinson, CEO RetireAustralia.

Matthew Ross, Infratil Financial

Controller and Risk Manager.

Steve Sanderson, CEO Wellington

Airport.

William Smales, Private Markets

investment activity. Director


Vodafone NZ, CDC Data Centres

and Longroad Energy.

Vimal Vallabh, Energy team. Director


Tilt Renewables, Longroad Energy and

Galileo Green Energy.

7
management

Marko Bogoievski

Phillippa Harford

Ralph Brayham

Steven Fitzgerald

David Prentice

Kellee Clark

Will McIndoe

Vincent Gerritsen

Steve Sanderson

Jason Boyes

Roger Crawford

Jason Paris

Deion Campbell

Nick Lough

Paul Gaynor

Matthew Ross

Kevin Baker

Tim Brown

Paul Ridley-Smith

Peter Coman

Mark Mudie

Bruce Harker

William Smales

Greg Boorer

Fiona Cameron

Mark Flesher

Brett Robinson

Harry Cominos

Paul Newfield

Andrew Lamb

Vimal Vallabh

07

8

09
Environment

and Society

Infratil is committed to reducing

its environmental footprint and

to being a positive social

influence. Proactively investing

in activities such as renewable

generation, and encouraging


its businesses to recognise

and pursue environmental and

social goals.

This is not altruism; renewable electricity

generation has definitely been a better

investment than its thermal equivalent.

Investment strategy is based on a wide

view of what is right, but it is easier

when that lines-up with financial goals.

An illustration is emission pricing. If

emissions are $50/tonne the maths of

investing in renewable power are easier

than when the price is $20/tonne.

Infratil made submissions on

government’s New Zealand Emission

Trading Scheme review in the hope it will

come to provide reliable and fair prices.

A “fair” price being one that reflects the

cost of reducing emissions over time.

However, the latest iteration of the ETS


is unlikely to provide this price for many

years, increasing the likelihood of

subsidies and restrictions and inefficient

distortions.

The COVID-19 crisis resulted in a drop in

emissions as industrial processes and

transport was curtailed. The crisis also

reignited debate about the priority of

longer term non-financial goals. Is the

cost of reducing emissions now

affordable? Or is the health crisis a

wake-up call relevant to climate

changes?

The COVID-19 crisis illustrates that it’s

both healthier and cheaper to take

precautions. As at mid-May, the

infection rate in New Zealand was 239

people per million and the fatality rate

of 4.4 per million was 1.8% of those who

had tested positive. Setting those figures

to 100, gives the comparisons set out in

the table above:

There are lessons from the stark

differences in outcomes. The value of

Infection RateFatality RateFatality/Infection

Taiwan8786

Australia1168977

New Zealand100100100

United States1,9316,369330

United Kingdom1,53211,940779

good leadership following good advice,

and of social cohesion and trust; people

being willing to make sacrifices on

behalf of others because they were

confident of reciprocity and that society

would help pay the bill. And there is the

specific lesson about preparation.

Climate change was “my generation’s

nuclear-free moment”. Unlike COVID-19

where a fast response, pragmatism and

social unity has enabled a coherent

response, heading off climate change is

all about preparation; being like Taiwan

rather than the countries with 200 times

as many COVID-19 deaths.

Environment and Social

Commitments

All Infratil businesses must understand

and comply with regulations about how

they treat the environment and people;

be they staff, customers or passers-by.

• Trustpower and Wellington Airport, for

instance, monitor, report and comply

with numerous environmental

standards relating respectively to

their hydro power stations and airport

operations.

• Businesses must comply with

employment laws and all proactively

monitor and manage staff

composition, remuneration, and

training to ensure fair and equal

treatment.

• Health and safety regulation makes

companies legally responsible for the

wellbeing of staff, customers,

contractors and others.

A broad range of stakeholders want to

know about a company’s use of resources,

waste, emissions and sustainability.

Taking this a step further, are “modern

slavery” restrictions ensuring functions

are not being outsourced to jurisdictions

where contractors can mistreat staff.

Diversity has taken on whole new areas

of meaning.

At Infratil we seek to anticipate what our

communities, customers, staff, capital

providers, and regulators will want to

know about our businesses’ environment

and how we will need to change. With

greenhouse gas emissions, this means

measurement and developing

management plans. There is

widespread adoption of simple goals

such as “30% reduction by 2030”, but

until costs are better understood, such

goals are mainly aspirational and

possibly misleading.

We hope our businesses can produce

plans that show current and target

emissions and costed steps of how

reductions will be achieved. In addition,

businesses need to make sure they

understand the impact on their activities

and facilities if the climate changes. At

an extreme level, higher sea levels and

violent weather will have profound

effects on buildings and structures on

the coast and on insurance.

Infratil is also looking at ways to provide

useful reports on environmental and

social topics. To that end, Infratil is

progressing use of GRESB Infrastructure

Assessment to provide systematic

reporting, objective scoring, and peer

benchmarking of its businesses. GRESB

was established by fund managers to

provide reliable data on environmental

and social performance of their

investments and now covers $7.5 trillion

of assets.

COVID-19 infection/fatality index: NZ =100

10
Financial

Highlights

10

FY 2020 FY 2019

Net surplus$241.2m($19.5m)

Underlying EBITDAF

1, 2

$480.9m

$431.2m

Capital expenditure$

1,990.9m$679.0m

Net debt

3

$1,774.7m$1,180.7m

Dividends declared

17.25cps 17.25cps

1. Underlying EBITDAF is an unaudited non-GAAP (‘Generally Accepted Accounting Principles’) measure. Underlying EBITDAF does not have a standardised

meaning and should not be viewed in isolation, nor considered a substitute for measures reported in accordance with NZ IFRS, as it may not be

comparable to similar financial information presented by other entities. A definition of Underlying EBITDAF and reconciliation of Underlying EBITDAF to

Net profit after tax is provided in the Infratil Annual Results Presentation 2020.

2. Continuing operations excludes NZ Bus, Perth Energy, Snapper and ANU Student Accommodation. All of which have been sold.

3. Infratil parent and 100% subsidiaries.

Key events of the year were the

NZ$512 million gain achieved by

Tilt Renewables from the sale of

its Snowtown 2 wind farm for

A$1,073 million, and the $1,991 million

of investment undertaken across

the group.

Investment included Infratil’s


$1,030 million acquisition of 49.9% of

Vodafone NZ and $961 million of

investment undertaken within Infratil’s

businesses.

Tilt Renewables, Wellington Airport and

CDC Data Centres reported improved

results. Longroad’s excellent

performance was masked by the

accounting treatment of partial sale of

projects. Results from Trustpower and

RetireAustralia were down on the prior

year. The result also includes an 8 month

contribution from Vodafone NZ


following completion of the acquisition

on 31 July 2019.

11
Corporate

Structure

ShareholdersBondholdersBoard

manage

appoint

oversight

H.R.L. Morrison & Co

Banks

100% Subsidiaries

EnergyAirportConnectivityDataSocial/Other

66% Infratil

34% Wellington

City Council

Clearvision Fund

ASIP

Infratil Infrastructure

Property

50% Infratil

50% New Zealand

Superannuation Fund

49.9% Infratil

49.9% Brookfield

Asset Management

48% Infratil

24% Commonwealth

Superannuation

Corporation

24% Future Fund

51% Infratil

27% Tauranga Energy

Consumer Trust

40% Infratil

40% New Zealand

Superannuation Fund

20% Monogement

66% Infratil

20% Mercury Energy

40% Infratil

11

12
Chief Executive

Report

While everyone has been impacted

with the pandemic related events and

disruptions of the last few months,

Infratil has come through a unique and

difficult test in good shape.

That is not to say that we haven’t seen

some value destruction, but we have

also seen value creation. Importantly for

our shareholders and bond holders, our

capital management and approach to

managing risk have proved resilient, and

we will be paying the final dividend we

had signalled at the beginning of the

last year.

Fortunately we have a

company with a diversity of

exposures and robust

funding and those factors

served us well.

Like most businesses and families, our

initial response to the pandemic was

focused on looking after our people and

preserving the value of our assets. Now,

as we emerge from restrictions, the

priorities are to get back to normal as

quickly as practicable while being

mindful of the sort of opportunities and

risks that arise during periods of

disruption.

The pandemic

Our initial steps were to relocate our

people to safe working locations and


to take the steps required to ensure

the safe operation of our businesses

many of which provide crucial services.

We then quickly instigated additional

reporting so that we knew where

difficulties were being encountered


and what assistance was required,

whether in the form of expertise,

guidance, or funding.

Our most impacted business was

Wellington Airport which went from over

500,000 passengers in February to less

than 5,000 in April. We were able to

support management as it took difficult

decisions which saw forecast FY2021

expenditure reduced by 65%, including a

significant number of redundancies. We

also worked with our co-shareholder

Wellington City Council to provide an

equity underwrite which the Airport can

draw on in the future. With those

foundations in place Airport

management was able to agree terms

with its lenders to ensure it has sufficient

funds to get through until the aviation

market recovers.

All of our businesses have had to

change some aspect of their

operations, but only Wellington Airport

and RetireAustralia were truly in the

frontline of the pandemic.

RetireAustralia’s response was directed

at keeping its almost 5,000 residents

and 440 staff safe and the success of

their actions ensured that to date none

of their residents have been infected

with COVID-19.

FY2020 Earnings &

Reported Profits

The net parent net surplus of

$241.2 million was dominated by Tilt’s

gains from the sale of its Snowtown 2

wind farm. A large part of Infratil’s

activities involve building large-scale

projects; wind farms, airport terminals,

data centres, retirement facilities, etc.

Usually they will be retained to

contribute to future operating earnings,

but in some cases they will be sold

which effectively crystallises future

earnings.

$605.9 million Underlying EBITDAF

(before incentive fee) included an

8-month contribution from Vodafone NZ

following completion of the acquisition

on 31 July 2019, as well as increased

earnings from CDC Data Centres.

Offsetting this was lower contributions

from Tilt Renewables (largely due to the

sale of the Snowtown 2 wind farm),

Trustpower (lower generation volumes

and wholesale prices) and Longroad

Energy (partial sales of project not

recognised for accounting purposes).

This year’s result included a


$125 million performance incentive

fee related to Infratil’s portfolio of

international assets. This is explained


in the Chair’s Report, but it should be

noted that the terms of Infratil’s

management contract have enabled

the Company to expand outside of


New Zealand and have generated

significant returns for shareholders.

FY2020 Developments

Infratil is unusual in that it can transform

itself quite markedly over time, which

has happened over the last five years.

Approximately half of Infratil assets

today were not owned in 2015, including

its interests in North American and

European renewable electricity

generation, retirement living, data

storage and telecommunications.

The almost $4 billion of investment

required to effect these changes has

been directed by clearly defined and

articulated investment and portfolio

criteria, as illustrated by last year’s

$1,030 million purchase of 49.9% of

Vodafone NZ.

This gives Infratil a strong New Zealand

business which will lift returns to

shareholders in the medium term as it

streamlines operations and benefits

from rising demand for data

transmission and the expanded

capacity of the 5th generation mobile

network technology.

Our investment in renewable electricity

generation is another example of

following a well-marked pathway. In

New Zealand, Australia and the USA our

businesses are currently building

1,614MW of solar and wind generation

13

14
Chief Executive Report

at a total cost of approximately

$3.3 billion. In FY2020, alongside

co-investors we established Galileo

Green Energy with the aim of expanding

our sector involvement to Europe.

Galileo has all of Infratil’s investment

hallmarks. It was established to take

advantage of a dynamic regional

sector, with the benefit of high-calibre

expertise, and financial flexibility.


Infratil is a 40% shareholder with

NZ Superannuation Fund, the

Commonwealth Superannuation

Corporation, and Morrison & Co Growth

Infrastructure Fund each holding 20%.

The large investment commitment to

renewable generation reflects

burgeoning demand, the ability of

relatively small companies to execute

top-grade developments (not the case

with large-scale thermal or nuclear

generation), and demand from investors

wanting to own completed projects.

While the Infratil group is building


$3.3 billion of generation capacity,

it has on-sold a similar value to

investment funds and other investors

seeking assets with “bond-like” returns


in this era of ultra-low interest rates.

Data storage was our other area of

major investment and growth in FY2020.

Infratil’s stake in CDC Data Centres had

a 31 March 2020 mid-point fair

valuation of $1,515.6 million, a 70%

increase on the $889.2 million value of


a year prior. The $626 million increase

reflects CDC’s rapid expansion of

capacity, including to New Zealand,


and the de-risking of the business via

execution of long-term leases and

contracts to build new capacity.

The CDC valuation reflects 105MW of

operational capacity and 170MW of

expansion plans. To date, most of the

gains from CDC have come from

revaluations rather than distributions as

its operating earnings (up 150% since

Infratil’s acquisition just over three years

ago) are being reinvested back into the

business. Notwithstanding the current

levels of construction and expansion, we

are on the verge of seeing a rise in cash

returns to shareholders from this asset.

Last year there was a shareholding

change at CDC with the Commonwealth

Superannuation Corporation selling half

of its shareholding (24% of CDC) to the

Australian Future Fund. Having 100%


of CDC’s ownership in Australian and

New Zealand hands is important


given increasing sensitivity about

data security and sovereignty and

we welcome the Future Fund to the

share register.

Funding

Along with a clearly laid out investment

strategy, Infratil also has a well-defined

and relatively conservative approach to

its funding. This conservatism is the

driver behind Infratil’s ongoing issuance

of long dated bonds (notwithstanding

higher coupons than those required for

shorter terms bonds or bank funding)

and last year’s $400 million equity raise.

This approach is also a major factor in


how we encourage our businesses to

structure their activities and their

funding. Transactions such as Tilt

Renewables’ sale of its Snowtown 2 wind

farm show high capital discipline.

The Infratil 100% group has $268 million

of undrawn bank lines and anticipates

receiving over $275 million of cash

income and capital returns over the


next six months. This includes Infratil’s

share of Tilt’s A$260 million capital

return, dividends and distributions


from Trustpower and Wellington Airport

which amount to $65 million, and a

distribution from Vodafone NZ of

approximately $35 million.

FY2021

The COVID-19 crisis has created an

extraordinary level of uncertainty for

everyone and Infratil is not immune.

Until ways are available to control and

limit the health risks associated with

COVID-19 there will be movement

restrictions. It seems unlikely that

eradication will be straightforward.

Once the disease is controlled, the

economic recovery will be tough. It may

take several years for “post-COVID” to

resemble “pre-COVID”. There will be a

huge array of government measures

which will have to be wound back, and

there will be a significant increase in

public debt to service.

It isn’t all negative. Many

companies, such as

Vodafone NZ, are seeing

accelerated take up for their

services. Customer

engagement is more efficient

via the internet and with the

lockdown the use of data

services has taken a jump

forward, just as there has

been a substantial rise in

remote working, learning

and living.

One relevant example of uncertainty

relates to the provision of retirement

accommodation and aged care. The

pandemic has highlighted the risks

associated with concentrations of

vulnerable people, but those who live in

safe communities experience greater

physical and pastoral care than those

living in more isolated situations. It is

difficult at this stage to anticipate what

lessons will be taken and how future

demand for these services will change.

Notwithstanding some of these new

uncertainties, FY2021 has every

15
prospect of being positive for Infratil and

we expect the following:

C D C ’s extraordinary growth and

expansion plans and construction will

continue, and earnings will rise.

Vodafone NZ will invest in customer

service and improved efficiency while

facing ever expanding demand for

mobile and broadband capacity.

Trustpower will keep the lights on while

electricity demand remains flat until

carbon-reduction initiatives get more

traction.

Tilt, Longroad and Galileo are all

expected to continue to identify

opportunities and to execute plans to

build renewable generation. Outside of

New Zealand, governments are likely to

continue to incentivise this area of

development, for both economic and

environmental reasons.

RetireAustralia has a high level of

uncertainty around demand for its

facilities, what happens to residential

valuations and whether access to

government funding for aged care


is improved.

Wellington Airport is seeing an uptick in

domestic activity following the removal

of restrictions on domestic air travel. In

May there have been days when almost

as many people used the Airport as

occurred in all of April. But while there is

a good case for a solid recovery,

forecasts are not based on any similar

past experience.

Shareholders

• Last year the Infratil share price fell

6%, which improved to negative 2%

after distributions are taken into

account. Over five years average

returns were 10.2% per annum.

Infratil comfortably outperformed the

NZX over 1 and 5 years. Subsequent

to 31 March 2020 the share price has

improved 20%.

• Infratil paid 6.25 cps interim dividend

in December 2019, and will pay 11.0

cps final dividend on 15 June 2020,

imputed to 2.5 cps. Both cash

dividends were the same as the prior

year.

• Dividends reflect the Company’s

results over the period and its

financial situation and prospects.

For the last ten years Infratil has

delivered on its goal of gradually


and sustainably raising its dividend. The

flat outcome for FY2020 was signalled

last year as being a likely outcome of

Infratil’s high level of recent investment

activity and the lower initial level of cash

earnings new investments inevitably

provide.

At this point in time Infratil does not

believe it is prudent to provide guidance

for FY2021 due to the nature and extent

of the uncertainties.

The themes of last year’s annual report

were Resilience & Growth. We have

received a real test over the last few

months, and our focus on resilience and

growth has enabled Infratil to grow

earnings and returns over an extremely

challenging period.

Marko Bogoievski


Chief Executive

16
Directors are appointed by

shareholders to represent their interests

to ensure the Company is creating

value, investing wisely and providing

returns which shareholders would

expect to receive on the risks they


are taking. As canvassed in previous

reports, it is not a simple thing to


fairly judge.

To help shareholders, two years ago we

took the step of indicating the total

shareholder returns we expected Infratil

to provide over the ten years to the end

of 2028, which was between 11% per

annum and 15% per annum. In effect we

put a line in the sand, and also posed

the question to our shareholders “given

what you know about Infratil, in

particular its risks, is that a satisfactory

goal?” If we have an agreed

benchmark, it becomes easier to assess

if the company is delivering.

Things have changed over the last


two years, both to the economic

environment and to Infratil’s portfolio


of businesses, not least being the

investment in Vodafone NZ and the

expansion of CDC Data Centres.

Notwithstanding, the 11-15% per annum

range remains valid; it should be

recognised that uncertainties around

returns are greater now than they were

two years ago. Incidentally over the ten

years to 31 March 2020 Infratil’s

compound after tax return to

shareholders was 16.0% per annum.

Of particular focus are the macro

themes which drive Infratil’s investment

positioning. Infratil seeks to own

infrastructure businesses benefitting

from demand growth that have good

prospects of providing fair returns by

investing to meet that demand.

The themes include decarbonisation of

energy, digitalisation (data storage and

communication), population aging, and

transportation. Post COVID-19, will each

Report of the

Board Chair

sector continue to experience growth,

and will that growth translate into

opportunities to make good

investments?

The early empirical evidence is that

data storage and communication will

experience strong growth and will

present good investment opportunities.

Renewable electricity, aged care and air

travel will be impacted, but it is too soon

to say whether the impacts will

encourage or discourage investment.

Another factor the board focusses on is

capital structure. Last year Infratil raised

additional equity to improve financial

resilience and fund the acquisition of

Vodafone NZ. Given events, it is good to

be able to report that Infratil has the

funds for operational and investment

needs, and to meet capital obligations,

including paying a dividend.

What is less clear is how investment

opportunities will evolve and what that

could mean for funding. Some of our

companies are postponing investment

(notably Wellington Airport) while others

(notably CDC Data Centres) are likely to

accelerate their rate of construction.

Given uncertainties the board will be

conservative in its approach to Infratil’s

capital structure.

Another crucial role of the

board is making sure that

management is delivering

value for money. This

encompasses monitoring

costs and comparing them

to the benefits provided as

well as looking at the overall

terms under which the

Manager is employed.

Given a track record of shareholder

returns, the ongoing reviews the board

undertakes, and our hands-on

experiences, we remain confident that

management is performing and being

fairly remunerated. This has been given

some prominence by the large incentive

payments Morrison & Co has earned

over the last two years as a result of

outperforming return hurdles.

Shareholders have indicated they are

comfortable sharing some of the value

created by management, as long as


the sharing is equitable. This obviously

has direct application to the FY2020

$125 million management incentive. How

this was calculated and moderated is

set out below:

• Each year, Infratil’s international*

investments which have been owned

for more than three years are valued

for the board by specialist

independent valuers. The values are

intended to identify the proceeds

Infratil would receive were it to sell

the relevant investments, net of all

transaction costs and taxes.

• If that valuation shows that the

portfolio of investments has delivered

a return (in NZ$) of over 12%


per annum then management

receives an incentive payment

equivalent to 20% of the value above

the 12% return. So, to illustrate, were

the return to Infratil 17% per annum

then management would receive 1%

leaving Infratil with a net 16% per

annum.

• As a protection against the possibility

of the portfolio of investments

subsequently falling in value,

payment of the incentive is spread

over three years. If the value of the

portfolio at either of the subsequent

two balance dates is lower than the

current valuation, that year’s

payment is cancelled.

• This means that FY2020 incentive fee

payment will be $41.7 million. Payment

of the second and third tranches is

subject to the conditions noted

* There is no incentive fee calculated on New Zealand investments

17

18
above. Also, the board has the right

to make the payment in shares rather

than cash.

• This year the valuation covered


five international investments. The

31 March 2020 valuations are shown

in the above table. The $879.7 million

of gains were the total of $51.3 million

of cash receipts and $828.4 million of

valuation changes.

The pandemic

The COVID-19 crisis had a huge impact

on individuals, families and businesses,

with people willing to accept restrictions

and costs which few of us ever thought

we would encounter in countries like

New Zealand and Australia. They have

done so because of high trust in our

national leadership and recognition


that costs, restrictions, and benefits

are shared.

With the worst of the pandemic possibly

behind us, everyone is asking “what

next?”. For some businesses it’s positive

with digitalisation improving workplace

efficiency and giving staff greater

flexibility and work options. For others

it’s negative or uncertain as they wait for

traffic and demand to resume.

Report of the Board Chair

$ MillionsFair ValueAnnual Gain

CDC Data Centres$1,515.6$634.4

Tilt Renewables$966.5$247.1

Longroad Energy $162.4$44.9

RetireAustralia$308.2($48.2)

ASIP Fund$33.1$1.4

$2,985.8$879.7

New Share & Bond Holders

Last year Infratil raised $400 million of

new share capital and $316 million from

issuing bonds.

We are grateful for the trust shown in

Infratil by these investors. While it is

unlikely that events subsequent to


the investments being made were

anticipated, all our share and bond

holders can be assured that Infratil is


in good shape and well positioned to

deliver over the long-term.

Mark Tume

Chair

19

20
Financial Trends

Infratil Assets

The goal of Infratil’s asset allocation is to

achieve a balance between core and growth

assets; ones that provide robust income and

those that will generate value growth. This

objective is reflected in the evolving portfolio


of businesses.

“Core” can mean a whole company, such as

Trustpower, or a part of a company such as a

fully contracted CDC data centre or a Tilt wind

farm with the output sold by long term contract.

Of the $6,178 million invested over the decade,

$2,334 million was undertaken by Trustpower,

Tilt and Wellington Airport, showing that core

businesses undertake growth investment. A

further $1,525 million was invested by other

businesses and $2,319 million was allocated to

acquisitions.

Capital Investment

As noted above, Infratil’s capital investment

amounted to $6,178 million over the decade.

This was split $3,859 million by businesses


Infratil owns as they invested in their activities,

and $2,319 million by Infratil acquiring ownership

interests in businesses or providing them with

capital.

The five graphs show the evolution of Infratil’s

assets, capital investment, funding, earnings

and cashflow/dividends over the last decade;

with a brief explanation of what happened


and why.

Infratil's Assets

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


OtherTilt Renewables


Trustpower

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

200

300

400

500

600

Perpetual bondsEquity (market value)Net bank debt and dated bonds

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

0

500

1,000

1,500

2,000

2,500

3,500

3,000

$Millions


Sold


Retire Australia


Wellington Airport


Trustpower


Vodafone NZ


Other

2020

4,500

4,000

20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5


CDC


Tilt Renewables


Infratil's Assets

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


OtherTilt Renewables


Trustpower

$Millions


Data


Other


Social

TransportTelecommunications


Energy

00

200

300

400

500

600

Perpetual bondsEquity (market value)Net bank debt and dated bonds

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

0

500

1,000

1,500

2,000

2,500

3,500

3,000

$Millions


Sold


Retire Australia


Wellington Airport


Trustpower


Vodafone NZ


Other

2020

4,500

4,000

20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5


CDC


Tilt Renewables


* on page 25 the valuations used in the graph are explained.

21
Underlying EBITDAF

1


Over the decade the combined earnings

of the core businesses Trustpower/Tilt/

Wellington Airport have risen 20% and the

contribution of the rest 165% (excluding

management costs).

Underlying EBITDAF

1

was relatively flat over

the decade, in part because a number of

mature higher earnings companies were


sold and proceeds reinvested into businesses

that were at an earlier stage of their

commercial lives.

Infratil Funding

Changes to the capital structure of Infratil

and its 100% subsidiaries (the relative use


of debt and equity funding) occurs as

businesses are sold and acquired and when

Infratil advances capital to and receives

funds from its businesses.

The use of debt is bounded by Infratil’s policy

of maintaining credit metrics that are broadly

consistent with an Investment Grade credit

rating (Infratil is not credit rated) and with

maintaining availability of funds for investment

opportunities.

Infratil's Assets

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


Other

Tilt Renewables


Trustpower

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

200

300

400

500

600

Perpetual bondsEquity (market value)Net bank debt and dated bonds

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

0

500

1,000

1,500

2,000

2,500

3,500

3,000

$Millions


Sold


Retire Australia


Wellington Airport


Trustpower


Vodafone NZ


Other

2020

4,500

4,000

20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5


CDC


Tilt Renewables


Infratil's Assets

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


OtherTilt Renewables


Trustpower

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

200

300

400

500

600

Perpetual bonds

Equity (market value)Net bank debt and dated bonds

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

0

500

1,000

1,500

2,000

2,500

3,500

3,000

$Millions


Sold


Retire Australia


Wellington Airport


Trustpower


Vodafone NZ


Other

2020

4,500

4,000

20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5

2020 20‰820‰9 20‰‰ 20‰2 20‰3 20‰4 20‰720‰6 20‰5


CDC


Tilt Renewables


1. Underlying EBITDAF and EBITDAF are unaudited non-GAAP measures and are defined in the Infratil Annual Results Presentation 2020.

22
Infratil’s Financial

Performance & Position

Consolidated Results

Infratil consolidates companies of which

it owns over 50%, including Trustpower,

Tilt Renewables and Wellington Airport.

With associate companies, only Infratil’s

share of their net surplus/loss is included

in operating revenue.

The decline in operating revenue in

FY2020 reflects lower revenues at Tilt

(following the sale of Snowtown 2) and

Trustpower (materially lower wholesale

electricity prices and lower generation

volumes).

Realisation gains included


$511.5 million from Tilt’s sale of its

Snowtown 2 wind farm.

For FY2020 the average NZ$/A$ exchange rate was 0.9501 and the NZ$/US$ was 0.6474 (0.9334 and

0.6810 in FY2019).

Year Ended 31 March ($Millions)20202019

Operating revenue$1,368.7$1,442.2

Operating expenses($1,028.5)($997.8)

Depreciation & amortisation($147.5)($160.4)

Net interest($186.4)($148.5)

Tax expense($14.4)($72.0)

Revaluations


& realisations$516.9$0.9

Discontinued operations($24.6)($12.0)

Net profit after tax$484.2$52.4

Minority earnings($243.0)($71.9)

Net parent surplus$241.2($19.5)

Year Ended 31 March ($Millions)20202019

Trustpower$186.5$222.2

Tilt Renewables$123.7$144.4

Wellington Airport$103.2$101.4

CDC Data Centres$59.6$37.6

Vodafone NZ$154.9-

RetireAustralia$8.9$9.2

Longroad Energy$4.7$46.5

Corporate and Other(35.6)(27.5)

Underlying EBITDAF

1

excluding Incentive fees$605.9$533.8

International Portfolio Incentive fees($125.0)($102.6)

Underlying EBITDAF

1

from continuing operations4 80.9431.2

Discontinued operations$ 1 7. 0$62.0

Total Underlying EBITDAF

1

$ 4 9 7. 9$493.2

1. Underlying EBITDAF and EBITDAF are unaudited non-GAAP measures and are defined in the Infratil

Annual Results Presentation 2020.

Underlying EBITDAF

Infratil uses Underlying EBITDAF

1

as an

alternative way to assess, report, and

provide earnings guidance on the

underlying performance of its business.

Underlying EBITDAF is a non-GAAP

(‘Generally Accepted Accounting

Principles’) measure. For Infratil it

comprises:

• 100% of the EBITDAF of the entities

which are fully consolidated for

Infratil’s Group Financial Statements,

that is Trustpower, Tilt Renewables

and Wellington Airport.

• Infratil’s share of EBITDAF for CDC

Data Centres (48%) and Vodafone NZ

(49.9%) and share of Underlying Profit

of RetireAustralia (50%); and

• Infratil’s 40% share of the surplus

before tax of Longroad Energy and

Galileo Green Energy.

Breakdown of Consolidated Results
The following tables give the breakdown of Infratil’s consolidated results by business, for the last two financial years.

Year Ended 31 March 2020

$Millions

Infratil’s

share

Underlying

EBITDAF

1

D&AInterestTa x

Revaluations

adjustmentsMinorities

Infratil

share of

earnings

Trustpower51%$186.5($42.5)($31.8)($39.6)$25.1($49.1)$48.6

Tilt Renewables66%$123.7($76.3)($41.4)($4.9)$502.5($173.0)$330.7

Longroad Energy40%$4.7-----$4.7

Galileo Green Energy40%($0.5)-----($0.5)

Wellington Airport66%$103.2($28.4)($24.8)$34.5($11.3)($20.6)$52.6

CDC Data Centres48%$59.6---$101.4-$161.0

Vodafone NZ50%$154.9---($179.6)-($24.7)

RetireAustralia50%$8.9---($62.6)-($53.7)

Parent/Other100%($160.6)($0.2)($88.4)($4.4)$0.6-($253.1)

Total (continuing)$480.9($147.5)($186.4)($14.4)$376.1($242.7)$266.1

NZ Bus100%$5.9($7.1)-$0.6($68.6)-($69.2)

Perth Energy80%$12.1($2.6)($1.1)($4.9)($22.9)($0.3)($19.7)

ANU Student Accommodation50%$0.5---$66.1-$66.6

Snapper100%($1.5)($0.1)--($1.0)-($2.6)

To ta l$ 4 9 7. 9($157.3)($187.5)($18.7)$349.7($243.0)$241.2



Year Ended 31 March 2019

$Millions

Infratil’s

share

Underlying

EBITDAF

1

D&AInterestTa x

Revaluations

adjustmentsMinorities

Infratil

share of

earnings

Trustpower51%$222.2($47.2)($28.2)($37.5)($16.7)($46.6)$46.0

Tilt Renewables65%$144.4($89.5)($32.2)($7.4)($2.1)($5.7)$ 7. 5

Longroad Energy40%$46.5-----$46.5

Wellington Airport66%$101.4($23.7)($19.4)($0.2)$6.0($17.9)$46.2

CDC Data Centres48%$37.6---$46.3-$83.9

RetireAustralia50%$9.2---($33.1)-($23.9)

Parent/Other($130.1)-($68.7)($26.9)$13.7$0.4($211.6)

Total (continuing)$431.2($160.4)($148.5)($72.0)$14.1($69.8)($5.4)

NZ Bus100%$17.4($21.1)($0.2)$2.3($29.2)-($30.8)

Perth Energy80%$35.9($6.0)($2.1)($13.6)-($2.1)$12.1

ANU Student Accommodation50%$12.8-----$12.8

Snapper100%($4.1)($0.7)($0.1)-($3.3)-($8.2)

To ta l$493.2($188.2)($150.9)($83.3)($18.1)($71.9)($19.5)

1. Underlying EBITDAF and EBITDAF are unaudited non-GAAP measures and are defined in the Infratil Annual Results Presentation 2020.

23

24
Infratil’s Financial

Performance & Position

Year Ended 31 March ($Millions)20202019

Underlying EBITDAF

1

$480.9$431.2

Net interest($166.7)($142.2)

Ta x($50.8)($71.8)

Working capital($170.8)$41.8

Discontinued operations$ 7. 4$17.9

Operating cash flow$100.0$276.9

1. Underlying EBITDAF and EBITDAF are unaudited non-GAAP measures and are defined in the Infratil

Annual Results Presentation 2020.

Consolidated Operating

Cash Flow

Capital Investment

Investments undertaken by Infratil

amounted to $1,071.1 million. This sum

includes buying shares in Vodafone NZ

and providing advances to Longroad

and Galileo.

The capital investments of subsidiaries

(Trustpower, Tilt, Wellington Airport)


are shown in full while the amount of

the capital investment of the associates

reflects Infratil’s shareholding. For

instance, CDC undertook $470.0 million

of investment and 48% of that is


$226.6 million.

Year Ended 31 March ($Millions)20202019

Trustpower$34.3$27.7

Tilt Renewables$506.4$127.1

Wellington Airport$80.6$72.1

CDC Data Centres$226.6$140.6

RetireAustralia$28.0$31.8

NZ Bus$2.7$45.9

Perth Energy$0.2$0.4

Parent/other$41.0$ 2 7. 7

Capital Investments$919.8$473.4

Tilt Renewables-$109.3

Longroad Energy$31.8$87.2

Vodafone NZ$1,029.9-

Other$9.4-

Parent Investments$1,071.1$205.6

$1,990.9$ 6 7 9.0

25
Infratil Assets

This table shows the listed values of

Trustpower and Tilt. For other assets it

shows their book values for accounting

(adjusted for deferred tax liability if

capital gains tax does not apply).

There can be significant discrepancies

between sharemarket, book value for

accounting and fair values. As set out

on page 18, the assessed fair values of

Infratil’s investments in Tilt, Longroad,

CDC, and RetireAustralia amounted to

$2,952.7 million which is $1,041.8 million

more than the $1,910.9 million

aggregate values shown below.

Fair values reflect expected sale

proceeds of the relevant asset.

Infratil Funding

The 31 March 2020 value of Infratil’s

equity reflected the $3.91 share price at

the height of the COVID-19 pandemic.

Infratil and 100% subsidiaries had


$748 million of committed bank funding

facilities of which $268 million was

undrawn. In FY2021 $53 million of bank

facilities fall due. No Infrastructure Bonds

are due for repayment in FY2021.

Infratil’s only credit support for any of


its operational businesses comprised a

guarantee for letters of credit issued by

Longroad Energy which as at 31 March

2020 amounted to $94.6 million


($85.0 million the prior year).

$Millions31 March 202031 March 2019

Trustpower$1,022.4$1,055.9

Tilt Renewables$926.0$720.9

Longroad Energy-$10.8

Wellington Airport$487.6$481.5

CDC Data Centres$693.4$555.3

Vodafone NZ$974.0-

RetireAustralia$291.5$290.4

Parent/other$169.1$105.8

NZ Bus-$166.2

Perth Energy-$89.3

ANU Student Accommodation-$108.2

$4,564.0$3,584.2

For 31 March 2020 exchange rates of NZ$/A$0.9740 NZ$/US$0.5997 and NZ$/EUR 0.5445 were

used (0.9574, 0.6785, and n/a the prior year). Values exclude deferred tax where capital gains tax

does not apply.

$Millions31 March 202031 March 2019

Net debt/(cash) of 100% subsidiaries $470.9$44.3

Dated Infrastructure Bonds$1,071.9$904.5

Perpetual Infrastructure Bonds$231.9$231.9

Market value Infratil equity$2,579.3$2,332.2

Total capital$4,354.0$3,512.9

Net dated debt/total capital35.4%27.0%

Net debt/total capital40.8%33.6%

26
Shareholder Returns & Ownership

26 Year Track Record

0

1000

2000

4000

3000

5000

60%

40%

20%

0

-20%

-40%

208

206

2020

20420220020082006200420022000998996

Dividend ReturnCapital Return

Accumulation Index

Accumulation

Index

70%

Annual

Return

Over the year, Infratil’s share price fell

from $4.17 on 31 March 2019 to $3.91 on


31 March 2020.

Late March 2020 was the height of the

financial markets’ negative response to

COVID-19. The share price a month prior

had been $5.50 and a month later it

was $4.70.

During the year Infratil paid two

dividends amounting to 17.25cps in cash

and 3.5cps imputation credits. It also

undertook a rights issue which provided

a 4.69cps capital payment to

shareholders who did not take up their

entitlements. The net return for the year

was -2.1%. Reflecting the 6.2% fall in the

share price and the after tax value of

the dividends and rights payment had

they been reinvested in Infratil shares at

the time of receipt.

Infratil’s ten year after-tax compound

return was 16.0% per annum. The 26 year

return was 16.9% per annum.

As shown in the graph, had someone

invested $100 in Infratil shares on


31 March 1994 when the Company

listed, and had subsequently reinvested

all dividends and distributions (ie had

neither taken money out nor put money

in) would as at 31 March 2020 have had

31 March 202031 March 2019

Million sharesMillion shares

NZ retail investors32750%30054%

NZ institutions17326%12321%

Offshore owners15924%13625%

659559

1,398 shares with an NZX value


of $5,464.

Ownership

During the year, 100 million shares

were issued as a part of the Vodafone

NZ acquisition. In addition 1.3 million

shares were issued under the dividend

reinvestment plan and as a part of a

management incentive plan, while


0.9 million shares were repurchased.

Leaving aside the Company

transactions noted above, there was

an approximately 10% change in

Infratil’s ownership over the year.

New Zealand domiciled ownership

rose slightly to 76%. As at 31 March

2020 the ten largest New Zealand

institutional holdings amounted to

157 million shares, an increase of


45 million over the year. The ten

largest offshore institutional holdings

rose to 91 million shares from


89 million a year prior.

27

28
Bondholders

Information of interest to holders of

Infratil Infrastructure Bonds which is not

otherwise available in the Report is set

out below.

During the year, Infratil undertook a

number of bond transactions, raising

$316,440,800 at an average yield of

3.41% per annum and repaying

$148,997,600 which had an average

yield of 7.70% per annum.

What had been a positive and active

year for Infratil in the bond market

became turmoil in March as the

COVID-19 crisis impacted the financial

markets globally.

As Infratil has a material interest in

ensuring an orderly market for its bonds,

management kept in active contact

with the banks and brokers involved


with Infratil’s bonds and with the

Reserve Bank.

The board authorised intervention in


the market, to buy back bonds, if their

pricing became anomalously unfair to

the holders. As shown above in the

table, for a period, pricing was at those

levels, but so too was the pricing of most

corporate and bank bonds. Infratil

buying back its own securities was


never going to stabilise prices if all

bonds were at fire-sale levels. This was

the basis of discussions with the Reserve

Bank, in case the market needed the

sort of support which only a central

bank can provide.

The advice received from the banks


and brokers was that Infratil should keep

its powder dry until the market had

normalised, and then reassess if Infratil’s

bonds warranted intervention. In the

event, no bonds were repurchased.

Up to date analysis indicated:

1. The secondary market for


New Zealand corporate bonds was

providing satisfactory liquidity for

Infratil’s bonds and pricing which

seemed roughly fair; in common with

other issuers.

2. Bond pricing reflects what is

happening with government bonds

and the perceived risk and liquidity


of the particular corporate security.

Looking at a diverse range of

corporate issuers, there had been a

similar trajectory of the prices of their

bonds and shares, indicating that

similar factors were driving both debt

and equity markets. Not surprisingly,

share prices moved a lot more than

bond prices.

3. Comparing NZ and US bond markets

showed a similar pattern of yield/

spread evolution since before the

COVID-crisis started to unfold, which

is quite remarkable considering the

relative scale of the markets and the

central bank buying support

announced in the US.

4. However, one major difference

between NZ and US bond markets

was that in the US primary issuance

continued, whereas in New Zealand


it completely stalled. There were

probably two main reasons for New

Zealand’s lack of activity. Investors

had alternatives, in particular, high

yielding bank deposits. Borrowers,


on the other hand, could source debt

from their banks at lower cost than

was available from bonds.

5. Naturally, it is hoped that the

corporate bond market resumes


new issuance. Of the $13 billion on

issue, 64% funds infrastructure, 14%

property and 8% agricultural

processing. There are few

comparable sources of long-term

debt available in New Zealand to

match long term fixed assets, and if

suitable funding isn’t available it will

impede investment.

The Reserve Bank is monitoring the

market, but has expressed a

preference, if it becomes necessary,

to provide long term loans to banks

so banks can undertake long term

loans to corporates. As opposed


to the Reserve Bank getting involved

lending to companies or buying


their bonds.

The difference in approach by

different central banks probably

largely reflects the markets in which

they operate. As illustrated by the

following graphs which show the

different sources of corporate debt in

the USA, Europe and New Zealand.

Repaid $68,500,000 of 6.75% per annum coupon bonds which fell due in

November 2019.

Repaid $80,497,600 of 8.50% per annum coupon bonds which fell due in

February 2020.

Issued $123,186,000 of 15 December 2029 bonds which carry a coupon that

resets each 15th December at 2.50% per annum over the one year bank rate.

Issued $156,279,000 of 15 December 2026 bonds with a 3.35% per annum

coupon.

Issued $36,975,800 of 15 March 2026 bonds with a 3.35% per annum coupon.

29
At the time of writing this report, it is

becoming apparent that bond issuance

is becoming plausible again in


New Zealand. However, given that

issuance tends to fund long-term assets

and corporate investment will probably

be muted in FY2021, it may not be a

bumper year for corporate bonds. The

following tables give yields and spreads

over government bonds observed in the

USA (top table) and New Zealand

(bottom). The table on the left gives the

observed yield on the relevant days,

while the table on the right gives the

spreads (to 10 year Treasury bonds


in the USA and to 5 year NZ Government

Bonds (NZGB) in New Zealand). The

corporate bonds were chosen as being

roughly equivalent to the US ratings

categories provided by the Federal

Reserve Bank of St Louis.

USANew ZealandEurope

BanksNon-bank lendersBonds, rated A and betterBonds, other

% Per annum yieldsYieldsSpreads*

USA14 Feb27 Mar17 Apr15 May14 Feb27 Mar17 Apr15 May

10 year Treasuries1.590.720.650.64

AA Corp Bonds2.3

12.611.941.850.721.891.291.21

A2.393.

182.352.260.802.461.701.62

BBB2.924.803.683.42

1.334.083.032.78

BB3.527.

165.466.011.936.444.815.37

New Zealand

5 year NZGB1.170.740.500.17

4 year ANZ

1.902.501.45

0.91

0.731.760.950.74

5 year Fonterra2.342.602.

111.471.171.861.611.30

4 year Mercury2.804.503.502.901.633.763.002.73

4 year IFT2303.457. 0 05.504.002.286.265.003.83

6 year IFT2803.644.925.754.202.474.185.254.33

* The spread is the yield difference between the government bonds and the Corporate bonds shown in the table.

30
Trustpower

Infratil 51%

Tauranga Energy Consumer Trust 27%

Public 22%

During the COVID-19 Lockdown offices were unlit, unlike residential apartments.

31
Trustpower experienced a

difficult year across its

generation and utility retailing

activities. The $35.7 million fall in

EBITDAF reflected a diverse

range of factors. Fortunately the

guidance for FY2021 is for at

least a partial recovery, with

EBITDAF of between $190 million

and $215 million.

In FY2020, generation earnings were

impacted by lower generation and

outages at two generation stations.

Retail returns reflected tighter gross

margins and higher technology and

marketing costs.

After a decade of over supplied

generation, the position had begun to

tighten over the last two of years,

pushing up wholesale prices and putting

pressure on retail margins.

One effect of this is likely to be a

lessening in the intensity of competition.

Trustpower analysis of the surge in

customer switching which happened

after about 2010 showed that 90% of

switches were between generators, as

opposed to pure retailers. It seems that

generators faced with excess capacity

were willing to accept wafer-thin retail

margins rather than accept wholesale

prices.

If generators with excess capacity

chased retail market share, the question

now is what happens as demand-

supply come more into balance?

However, the supply-demand picture

was markedly disrupted by the

COVID-19 lockdown dramatically

reducing demand and wholesale

electricity prices. During Level 4

electricity demand fell about 15% and

prices where about half of the quarterly

average.

The effect was largely overturned once

restrictions had returned to Level 2,

returning the focus to the bigger issues

for supply and demand:

• The future of the Tiwai Point smelter

and its use of 15% of the national

load. Originally it had been signaled

that a decision was to be made by

the end of March 2020. Presumably

COVID-19 is the culprit behind the

delay.

• Electrification of transport continues

to tick over. Electric vehicles make up

about 2.5% of all new light-vehicle

registrations and make up about

20,000 of a total vehicle fleet of two

million.

Theoretically, the rate of importation

should now accelerate markedly to

meet government targets. However,

most of New Zealand’s electric car

fleet was imported as used vehicles

indicating a high degree of price

sensitivity and this will be an

impediment to expanding the fleet

faster, especially during a recession

with lower petrol prices.

• The various legislative steps intended

to establish the regulatory structures

that will lower emissions have

gradually progressed, even during

lockdown. The Climate Change

Commission is gradually getting to

work, but changes proposed for the

Emission Trading Scheme appear

intended to maintain stable emission

prices, rather than to actually

influence the level of emissions.

While Trustpower’s utility retailing

delivered a disappointing financial

outcome over FY2020, there was

important progress with expanding the

take up of broadband and multi-fuel

offerings.

More than 50% of Trustpower’s

customers now take more than one

utility service, and the more than

100,000 broadband customers reflects

both the quality of the network offered

by Trustpower as well as price.

What Trustpower is seeing with its

broadband customers is much greater

data demand and an increasing focus

on the quality of the network. While

Trustpower owns relatively little fibre it

has contracted access to a high-quality

network.

Trustpower’s COVID-19 response

Trustpower was able to follow a well-rehearsed plan to respond to the

pandemic and associated restrictions.

• Retail and management staff were able to operate remotely, and still

managed to maintain all critical customer services and to make over

10,000 proactive phone calls to potentially vulnerable customers to

make sure they were okay.

• In the first week of Level 4 lockdown Trustpower processed 138,000

customer contacts (17% above normal levels) and 97% of these contacts

were handled digitally.

• Normal generation procedures were followed with no loss of availability.

• Directors and the senior leadership team agreed to donate 10% of their

FY2021 remuneration to charity. In addition, salary market movements

have been suspended for all staff.

32
Year Ended 31 March20202019

Retail electricity sales1,817GWh1,823GWh

Generation1,759GWh1,994GWh

Electricity accounts266,102267,414

Gas accounts41,29838,697

Telco accounts103,64296,142

Av. market spot price10.7c/kwh12.5c/kwh

EBITDAF

1

$186.5m$222.2m

Net profit after tax$97.6m$92.7m

Investment spend$34.8m$27.7m

Net debt$617.2m$562.1m

Infratil holding value$1,022.4m$1,055.9m

1. EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results

Presentation 2020.

A copy of Trustpower's financial statements for the year ended 31 March 2020 are available at


https://www.trustpower.co.nz/investor-centre.

Waipori Power Station.

33
EBITDAF & Generation

Year ended 31 March

Over the last ten years Trustpower’s

hydro generation has risen via

acquisition and small-scale

development projects. With fluctuations

coming from rainfall changing from one

year to the next.

EBITDAF has shown some volatility

reflecting hydrology conditions, but the

trend has been flat as increased

generation has been offset by lower

wholesale prices and increasing retail

market competition.

EBITDAF per unit of

generation and the

average market price

of electricity

Year ended 31 March

Trustpower’s success as a utilities


retailer has meant that earnings per

unit of generation have been higher

than had the generation been sold

straight into the wholesale market.

Last year this run was disrupted by


a spike in wholesale prices. Even

though FY2020 was a difficult year,

the positive contribution of retail

normalised this to an extent.

Customers and retail

electricity sales

Year ended 31 March

The attraction of Trustpower’s utility

retailing offer is apparent from the

graph.

However, electricity sales per


customer have fallen by 23% over

the period, while costs per customer

have been more stable.


0

500

,500

,000

2,000

2,500

3,000

GWh

$50

0

$00

$150

$200

$250

EBITDAF

$Millions

$300

208 20 202 203 206 207 205 204 2020 209

Generation (GWh)NZ EBITDAF

EBITDAF

0

2

0

8

6

4

2

Cents/kwh

$80,000

$60,000

$40,000

$20,000

0

$00,000

$20,000

$40,000

EBITDAF

per GWh of

generation

208 20 202 203 206 207 205 204 2020 209

EBITDAF per GWh

NZ Market price

(Cents/kwh)

NZ Market price

Customer

Accounts

0

4,000

3,500

3,000

2,500

2,000

,500

,000

500

GWh

200,000

50,000

00,000

50,000

0

250,000

300,000

350,000

400,000

208 20 202 203 206 207 205 204

Electricity Accounts:TelcoGas

2020

Retail Electricity Sales (GWh)

209

Retail Electricity Sales

34
Tilt Renewables

Infratil 66%

Mercury Energy 20%

Public 14%

Waipipi wind farm construction workers social distancing under Level 3 restrictions.

35
Tilt Renewables is making

excellent progress developing

renewable generation assets in

Australia and New Zealand, and

its core generation business is

functioning smoothly.

Notwithstanding significant construction

progressing at two sites, Tilt’s strong

commitment to safe work practices saw

a 75% reduction in Lost Time Injuries with

only one in FY2020 and a 58% lower

Total Recordable Injury Frequency Rate

to 10.2 per million hours worked.

The year was dominated by

development activities, encompassing

the construction and de-risking of new

generation, and the A$1,073 million sale

of Tilt’s largest generation asset.

Operating earnings (EBITDAF

3

) of

A$117.5 million were dwarfed by the

A$486 million realised gain from the sale

of its 270MW Snowtown 2 wind farm.

There was a trade-off in that Tilt would

have delivered EBITDAF

3

close to last

year’s A$135 million but for the sale in

December 2019.

Tilt’s core business is the development

and ownership of renewable generation,

but at times it makes sense to sell an

asset when the transaction value is

compelling. The background to the

Snowtown 2 transaction is explained

below:

• Development of the Snowtown site

north of Adelaide started in the early

2000s and Snowtown 1 was

completed in 2008. In 2013 work

started on Snowtown 2 and it was

commissioned in 2014.

• Snowtown 2 contains 90 3MW

turbines and in an average year

generates about 875GWh. This

output was sold on contract to Origin

Energy through to 2035. Origin

acquired both the electricity and the

associated green certificates.

• In December 2019, Tilt sold


Snowtown 2 to diversified Australian

infrastructure investment fund,

Palisade, for A$1,073 million.

- The book profit on the transaction

was A$486 million.

Year Ended 31 March202020192018

Australian generation1,170GWh1,395GWh1,225GWh

New Zealand generation 665GWh659GWh571GWh

Australian revenueA$128.6mA$151.3mA$121.7m

Average price

1

11.0c/kwh10.8c/kwh9.9c/kwh

Australian contracted sales41%

2

75%95%

New Zealand revenueA$41.6mA$42.0mA$36.2m

Average price 6.3c/kwh6.4c/kwh6.3c/kwh

New Zealand contracted sales100%100%100%

EBITDAF

3

A$117.5mA$134.8mA$103.8m

Net profit after taxA$478.4mA$12.2mA$16.9m

Investment spendA$481.1mA$118.6mA$83.6m

Net debt

4

(A$418m)A$347mA$593m

Infratil’s holding value

5

NZ$926.0mNZ$720.9mNZ$285.9m

1. Including green certificates (LGCs). 11.0c/kwh is the same as A$111,000/GWh (1GWh = 1,000,000

kwh). All prices are in A$.

2. Excluding Dundonnell which is still under construction and Snowtown 2 which was sold.

3. EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results

Presentation 2020.

4. As at 31 March 2020 Tilt had net cash of A$418 million and deposits of A$679 million and


A$387 million of debt and lease liabilities. Repayment of approximately A$260 million to

shareholders is intended in July via a court approved scheme to buy back 1 in 5 shares.

5. NZX market value at period end.

A copy of Tilt Renewables financial statements for the year ended 31 March 2020 are available


at https://www.tiltrenewables.com/investors-landowners/

- The proceeds were used to retire

debt and provide funding for

development projects.

- If it receives support at a special

meeting, Tilt intends to return

approximately A$260 million


of capital to shareholders in

July 2020.

• While the transaction had

considerable value in its own right,


for Tilt, it was complimentary with

the development of the Dundonnell

wind farm, which is of a similar scale

to Snowtown 2.

Construction of the 336MW


A$560 million Dundonnell wind farm in

Victoria progressed largely on time and

on budget. 70% of its turbines are now


in place and full completion is

anticipated later in FY2021. Tilt also


sold a further 20MW of the wind farm’s

output to ALDI foods on a long-term

contract. 87% of the generation is now

forward sold for fifteen years and 6%

for a decade.

Construction of the 133MW


NZ$277 million Waipipi wind farm

started in South Taranaki following

agreement with Genesis Energy for

them to acquire 100% of the output


for twenty years.

This transaction plays to the respective

strengths of the two companies; as


an expert wind developer Tilt is able

to offer competitively priced wind

generation and Genesis is better

placed to manage the electricity

production and price risk through its

integrated electricity business and

diverse portfolio of other forms of

generation.

36
Development projects

Under construction

Operating assets

Liverpool Range

1000MW (wind)

Blayney


10MW (wind)

Crookwell


5MW (wind)

Rye Park


300MW (wind)

Dundonnell*


336MW (wind)

Salt Creek


54MW (wind)

Palmer


300MW (wind)

Waddi


105MW (wind)

40MW (solar)

Snowtown (Stage I)


101MW (wind)

Snowtown Solar/Storage


65MW (solar)

40MWh (battery)

Queensland Projects

250MW (wind)

160MW (solar)

Waipipi*

133MW (wind)

Omamari


70MW (wind)

Mahinerangi (Stage I)

36MW (wind)

Mahinerangi (Stage II)


160MW (wind)

Tararua (Stage I & II)


68MW (wind)

Tararua (Stage III)


93MW (wind)

Kaiwera Downs

240MW (wind)

Victoria Developments

250MW (wind)

150MWh (battery)

Construction at Waipipi was delayed for five weeks by

COVID-19 restrictions, but completion is still expected late in

FY2021 as originally planned.

The economics of Waipipi are worth noting. It is budgeted


to cost $277 million, have a life of over thirty years generating

an average 455GWh per annum, sufficient for 65,000 typical

New Zealand households. This gives a cost of $4,262 per

household, clearly demonstrating that utility scale renewables

are a great deal cheaper than rooftop solar.

In addition to the two large scale construction projects, Tilt is

also progressing a development pipeline (see map) of over

3,000MW of wind, solar and battery storage options, arguably

the best in Australasia.

This includes repowering Tilt’s 68MW Tararua 1&2 wind farm,

part of which has been operating for two decades.

Comparing its technology with that being installed at Waipipi

is instructive and explains why a repowered Tararua could

more than double capacity to 140MW.

Tararua 1&2Waipipi

Turbine number10331

Turbine capacity0.66MW4.3MW

Blade length23.5 metres65 metres

Maximum height73 metres160 metres

Total capacity68MW133MW

Average production245GWh455GWh

*

37
EBITDAF

1

& Generation

Year ended 31 March


EBITDAF

1

per unit of generation

Year ended 31 March


Projected generation

& electricity price risk

Tilt has 816MW of generation capacity

either operating or under construction.

Of this 87% is sold through contracts

with only 7MW of Dundonnell and

101MW of Snowtown 1 sold at market

prices.

MW capacity

400

300

200

00

0

500

600

700

800

20202025203020352040

Waipipi - Genesis Energy

Mahinerangi - Trustpower

Tararua /2 - Trustpower

Tararua 3 - Trustpower

Salt Creek - Meredian

Dundonnell - ALDI

Dundonnell - VRET

Snowtown 

Dundonnell - Snowy Hydro

0

500

,500

,000

2,000

2,500

GWh

$30

0

$60

$90

$20

$50

EBITDAF

A$Millions

208 20 202 203 206 207 205 204 2020 209

NZ Generation (GWh)

Australian Generation (GWh)

EBITDAF

EBITDAF

$0,000

$20,000

$30,000

$40,000

$50,000

$60,000

$70,000

0

(A$)

208 20 202 203 206 207 205 204 2020 209

EBITDAF per GWh (A$)

1 EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results Presentation 2020.

38
Longroad Energy

Infratil 40%

New Zealand Superannuation Fund 40%

Management 20%

Prospero Solar project, Texas, USA.

39
10%

20%

30%

40%

50%

60%

70%

200 200 208

CoalHydroWindSolarNatural Gas

0

California share of

generating capacity


by fuel type

California provides a useful case

study. As will be apparent from

the graph, the State has

experienced a huge shift in its

generation mix this century,

much of it due to State

greenhouse gas emission targets

and policies. In 2020 State

requirements are for 33%

renewable generation, rising to

60% by 2030 and 100% by 2045.

During the year Longroad’s

development initiatives gave

rise to economic gains of which

Infratil’s share was between


$46 million and $66 million, while

Infratil also received cash

distributions of $33.4 million.

However, the accounting earnings

Infratil recognised only amounted to

$4.7 million. This was because the

development sales executed by

Longroad were for 50% interests in the

relevant projects. While Longroad

retains 50% it will not account for the

gains, even if there was a significant

cash difference between the cost of

Longroad’s involvement in the

developments and the sale value of


the 50%.

As at 31 March 2020, Infratil had its

shareholding in Longroad independently

valued at NZ$162.4 million which is an

increase of $39.7 million on last year’s

figure.

The valuation looked at each of

Longroad’s projects and estimated the

net realisation value, based on market

evidence. Value was attributable

approximately 70% to late stage

development projects and 30% to

owning and operating generation.

• Over the year, Longroad increased its

management of generation for third

parties to 1,472MW and its ownership

of generation to 1,133MW (including

419MW of projects under

construction).

• In total, Longroad has now

developed 751MW of generation,

with another 907MW under

construction.

• Construction is underway on 907MW

of generation capacity:

- 594MW of solar. (Little Bear in

California and Prospero in Texas)

- 313MW of wind. (El Campo in Texas

and the Minnesota repowering

project)

• In all cases the majority of electricity

from the developments was sold on

long-term contracts.

• Also in all cases at least 50% of the

equity in the projects has been sold.

While the pandemic and its economic

impact were and will be disruptive in the

short term, there is no reason to

anticipate a reduction in opportunities

to develop new renewable generation

over the medium term.

The US is generally favourable for the

development of renewable generation.

US corporates have been active buyers

of “green” electricity on long-term

contracts. Low cost debt and tax

efficient funding has been available to

credible counterparties. Many states are

supportive of initiatives to increase

renewable electricity generation which,

together with falling plant cost, is

balancing lower Federal support.

In addition, there continues to be strong

demand for operational contracted

generation from long-term investors,

especially those seeking ethical low risk

investments.

40
NZ$ figures are as at 31 March

US$ figures as at 31 December20202019

Infratil aggregate investment amount$185.8m$154.0m

Infratil capital received back$184.7m$151.3m

Infratil share of associate’s earnings$4.7m$46.4m

Infratil’s holding value-$10.8m

Net surplus before taxUS$6.7mUS$59.5m

Owned generation1,133MW684MW

Managed generation1,472MW1,236MW

Employees111 people90 people

Phoebe 312MW solar.

Texas

This project was sold in FY2019.

Rio Bravo 238MW wind.


Texa s

The US$300 million project was started in FY2019

and sold with development gains recognised on

commissioning in FY2020. Longroad has an ongoing

asset management role.

Prospero I 379MW solar.


Texa s

Construction is nearly complete on this US$419 million

project with output sold to Shell. 50% of the equity

was sold on 1 April 2020 and no gain will be

accounted unless additional equity is sold.

El Campo 243MW wind.

Texa s

Construction of this US$335 million project is well

advanced. Most of the output has been sold to

Crown Holdings and DaVita Industries. 50% of the

equity has been sold to two Danish pension funds.

Longroad has an ongoing asset management role.

Because only 50% has been sold, no accounting gain

has been recorded.

Federal Street 245MW

solar. Various locations

100% ownership. Longroad manages this generation

which provides stable earnings.

Minnesota 70MW wind100% ownership. Longroad has now started a


US$77 million repowering development and has sold

the facility on commissioning to Xcel Energy. This is

expected to be in FY2021 at which time the

accounting gain will be recognised.

Milford 306MW wind.


Utah

100% ownership. Longroad manages this generation

which provides stable earnings.

Little Bear 215MW solar.

California

Construction has commenced on this development

following agreement with Marin Clean Energy to

purchase the electricity. 50% of the equity was sold in

FY2020 to PKA and PenSam two of Denmark’s largest

pension funds. Again, unless additional shares are

sold the accounting gains will not be recognised.

Over the year, Infratil advanced

$31.8 million to Longroad, received

back $33.4 million, and accounted

for a net contribution of


$4.7 million being Infratil’s share of

Longroad’s net surplus and fees.

As at 31 March 2020, Infratil

guaranteed $94.6 million of letters

of credit issued by Longroad

($85.0 million as at 31 March 2019).

41
Milford Wind

306MW

Little Bear Solar* (50% sold)

215MW

Phoebe Solar (sold)


315MW

Prospero I Solar* (50% sold)


379MW

dc

El Campo Wind* (50% sold)

243MW

Rio Wind (sold)


238MW

Minnesota Wind* (sold)


70MW

Federal Street


Solar

299MW

Operational assets

* Under construction

Projects

42
Wellington

Airport

Infratil 66%

Wellington City Council 34%

Karl McKenzie, Soundsair pilot, enjoys a coffee during Level 2 Lockdown provided by Dmitry and Veronika Sedov, owners of the Three Quarter Society

speciality coffee bar.

43
“It was the best of times, it was

the worst of times”, the famous

opening words of Dickens’ novel,

A Tale of Two Cities sums up

Wellington Airport’s year.

Achievements over the first eleven

months included:

• Solid international traffic growth, with

the marque event being Singapore

Airlines introducing new A350 aircraft

on its service with Melbourne-

Singapore and an increase in

frequency to five times a week.

Domestic traffic was flat year on year

following the withdrawal of Jetstar

from regional services and the

rationalisation of trunk capacity

following well above trend increases

over the prior three years. Jetstar are

to be complimented for trialing

regional services.

• The Airport published its 2040

Masterplan setting out the physical

works required to ensure capacity is

available to accommodate 20 years

of forecast growth. Including $1 billion

of investment over the next decade.

• Aeronautical prices for the FY20-24

years were determined following

constructive consultation with the

airlines, overseen by the Commerce

Commission. The substantial

investment forecast was not a

sticking point as, at that time, all

parties appreciated the necessity.

• The final stage of the $100 million

domestic terminal renovation was

completed, creating 50% more space,

excellent functionality, and a warm

ambiance. To accommodate future

growth the Airport increased its land

area 12% with the acquisition of two

hectares from the Government and

the contract to purchase 13 hectares

from the Miramar Golf Club.

• No Lost Time injuries to staff and an

outstanding health and safety report

on all Airport users and workers.

• $100 million 4% per annum coupon

ten year bond issue, as a part of the

Airport’s risk-averse approach to

using long-term bond funding for

core debt requirements.

Year Ended 31 March 20202019

Passengers Domestic5,225,9995,488,013

Passengers International919,741 929,457

Aeronautical income$80.8m $81.5m

Passenger services income$45.2m$42.6m

Property/other$13.5m $12.9m

Operating costs

1

($36.3m)($35.6m)

EBITDAF

2

$103.2m $101.4m

Net profit after tax$28.9m $23.5m

Investment spending$80.6m $72.5m

Net debt$516.9m $456.9m

Infratil cash income$44.3m $40.5m

Infratil’s holding value

3

$487.6m $481.5m

1. For FY2020 this includes a $1 million bad debt provision.

2. EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results

Presentation 2020.

3. Infratil’s share of net assets excluding deferred tax at period end.

A copy of Wellington International Airport's financial statements for the year ended 31 March 2020


is available at https://www.wellingtonairport.co.nz/business/investor-services/financial-reports/

In the twelfth month, the situation

changed abruptly, and the Airport went

from 501,500 passengers in February to

4,500 in April. The almost total collapse

in activity caused by COVID-19 travel

restrictions necessitated urgent and

difficult remedial steps:

• Capital investment for FY2021 was

reduced 80%. Projects intended to

accommodate growth were deferred

until growth resumes. Projects

intended to maintain physical

integrity and meet regulatory

requirements were, if possible,

rescheduled.

• Operating costs were reduced 26%.

An airport serving far fewer users and

with far less capital investment can’t

afford to pay people as much and

has fewer jobs for people to do.

• Terms were agreed with the Airport’s

shareholders and lenders to ensure

funds are available until traffic and

revenues return to more viable levels.

• The mid-stream switch from

accelerator to brake tested the

character and capability of the Airport

team, who showed they have what it

takes. Going hard and going fast,

minimised harm to staff, tenants, other

stakeholders, and shareholders, and

positioned the Airport for recovery.

There are naturally questions about the

trajectory of the recovery, given that it

depends on controlling COVID-19,

regulation, demand and supply. It is

however becoming apparent that while

global mobility propelled COVID-19’s

global spread, very few people actually

caught the virus while travelling by air.

Wellington Airport is working closely with

New Zealand aviation interests and

government agencies to develop

protocols to ensure air travel is safe,

healthy and available.

Evidence from many markets indicates

that air travel is largely determined by

income levels, convenience, and the

cost of travel. As the economy recovers,

peoples’ financial circumstances and

their confidence, will lift, while on the

other side of the ledger, the affordability

of travel will improve as all parties focus

on productivity and efficiency.

44
Wellington Passenger

Throughput & Gross


Domestic Product

Actual 1998-2020

Forecast FY2021-FY2022

Over the 22 years since Infratil made its

1998 investment into Wellington Airport,

NZ’s GDP has expanded by 2.80% per

annum and passenger numbers have

risen 2.85% per annum.

While international passengers have

increased at a faster rate than those on

domestic services, 85% of passengers

are still flying domestically.


Wellington Airport Passengers

FY2020-FY2022

The graph shows Wellington Airport’s

monthly traffic from April 2019 through

to when COVID-19 restrictions came

into force March-May 2020.

The dashed lines show the forecast

range of traffic out to the end of FY2022.

Kaitiakitanga

An unfortunate consequence of the

COVID-19 crisis was the distraction of

attention from the Airport’s social,

community, and environmental

initiatives, to which the Airport

contributed $2.5 million in FY2020.

The Airport also appointed a

Sustainability Manager to plan and

manage the goals of reducing emissions

and waste by 30% by 2030.

Wellington Airport now offers battery

recharging in its car park and for


airfield vehicles and is increasing its

own use of electric vehicles.

In FY2020 Wellington Airport started

using the GRESB Assessment tools to

measure and report on its environmental

and social performance. This will enable

the Airport to determine where it needs

to improve, to track improvements and

to benchmark against peers. The GRESB

reports are widely used by fund

managers to measure company’s

environmental, social and governance

performance.


7

6

5

4

3

2



Annual Passengers (Millions)GDP (Billions)

Forecast

0

$400

$350

$300

$250

$200

$50

$00

$50

$0

DomesticInternationalGDP

9982000 2002 2004 2006 2008 200202 204 206 208 2020 2022

600,000

500,000

400,000

300,000

200,000

00,000

Monthly Passengers

Apr-

9

Jun-

9

Aug-

9

Oct-

9

Dec-

9

Feb-20

Apr-20

Jun-20

Aug-20

Oct-20

Dec-20

Feb-2

Apr-2

Jun-2

Aug-2

Oct-2

Dec-2

Feb-22

0

45
EBITDAF & Passengers

Year ended 31 March

Over the ten years EBITDAF

1

rose

from $72 million to $103 million (it was

reduced by approximately $4 million


by COVID-19 travel restrictions).

Passenger numbers lifted 1,011,513.


An average annual increase

of 82,978 domestic and 29,463

international travellers.

Aeronautical & Services income

Year ended 31 March

Wellington Airport’s 20% increase in

EBITDAF

1

/passenger over the period

(to $16.79) reflects better passenger

services, an increase in property income,

and good cost control.

Wellington has the lowest per passenger

aeronautical costs of any jet airport in

Australasia.

The cost of travel

Year ended 31 March

Over the ten years, consumer prices


rose 18%. The cost of domestic

New Zealand air travel increased 35%.

The cost of international air travel for

New Zealanders fell 25%.

Over the decade, the international air

travel market has delivered considerably

more value for New Zealand users

relative to the less competitive domestic

market.

AeronauticalRev/PaxCost/Pax

Auckland$16.91$5.95

Wellington$13.38$3.76

Christchurch$14.21$5.95

Queenstown$13.24$5.00

From Airport Disclosures

0

$20

$60

$40

$80

$00

0



2

3

4

5

6

7

Passengers

Millions

EBITDAF



$Millions

208 20 202 203 206 207 205 204 2020 209

Domestic passengers

International passengers

EBITDAF

EBITDAF



$0

$5

$0

$5

$20

$ Income Per

Passenger

208 20 202 203 206 207 205 204 2020 209

Aeronautical incomeServices income

Statistics New Zealand

International air travel cost index

Domestic air travel cost index CPI

Index

2010

2011

2012

2013

2014

2017

2018

2019

2020

2016

2015

0

20

40

60

80

100

120

140

160

1 EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results Presentation 2020.

4646
CDC

Data Centres

Infratil 48%

Commonwealth Superannuation Corporation 24%

Future Fund 24%


Management 4%

(during the year CSC sold half its shareholding to

the Future Fund, Australia’s Sovereign Wealth Fund.

Construction continues on CDC’s Eastern Creek 3 data centre, Sydney.

47
Since Infratil and Commonwealth

Superannuation Corporation acquired

96% of CDC Data Centres in September

2016 the enterprise value of the

company has risen from A$1,075 million

to A$4,193 million (mid-point estimate),

reflecting a series of material changes

to the industry and the Company.

• Globally, the generation of electronic

data and the need for its

transmission, storage and compute

continues to grow.

• As the volume of data has risen, so

too has the focus on sovereignty and

security.

• Data storage and processing is

increasingly being provided in the

“cloud” which is incentivising

organisations to relocate their data

and its processing away from their

own infrastructure to hyper-scale

server farms in large data centres.

• Increasingly organisations are seeing

data storage and compute

requirements as critical infrastructure

and separating them from their

broader IT services, consulting and

telecommunications function and

entrusting them with specialist

providers like CDC.

Each of these factors is contributing to

growing demand for CDC’s capacity.

Including to the extent that some clients

will pre-contract before construction

starts on new centres.

Expanding demand and less

development risk is an attractive

combination.

During FY2020 CDC undertook


A$446.6 million of capital investment

in facilities, building out the internal

infrastructure of completed data centres

as client commitments were secured.

While roughly 50% of the cost of a data

centre is the building and core services,

the other 50% is the fit-out of server

racks and electrical, cooling and data

transmission infrastructure which occurs

as a centre is progressively occupied.

This ensures that a large part of capex

outlay is only committed once revenue


is secure.

• Completing the Eastern Creek 2


and Hume 4 data centres.

• Starting work on Eastern Creek 3.

• Additional land acquisitions in

Canberra and Auckland.

• Preparatory work for Fyshwick 3,

Eastern Creek 4 and two Auckland

centres.

CDC’s in-house management of

construction is an important factor to

the Company’s success. There is

proprietary expertise in designing and

configuring data centres to ensure their

operational efficiency. Undertaking this

work in-house captures this expertise


as well as enabling construction cost

savings and rapid build times.

Agreeing long-term contracts with

creditworthy clients has allowed


CDC to cost-efficiently fund its

capital works programme with a new

flexible debt package with terms


which allow the debt facilities to be

expanded progressively over time.


Over the year CDC increased bank

facilities by A$605 million to over

A$1,500 million which is sufficient to

complete contracted construction and

fit-out work.

CDC has commissioned 105MW of

capacity at data centres on three

campuses, with construction well

advanced on a further 28MW and

preparatory work underway on another

20MW. All told, CDC’s campuses could

accommodate over 278MW of data

centre capacity.

Year Ended 31 March 20202019

Available capacity105MW80MW

EBITDAF

1

A$117.5mA$72.1m

Infratil share of EBITDAF

1

NZ$59.6mNZ$37.2m

Net profit after taxA$289.1mA$136.6m

Contribution to InfratilNZ$161.0mNZ$83.9m

CapexA$446.6mA$291.6m

Net debtA$912.4mA$517.8m

Infratil holding book valueNZ$693.4mNZ$555.3m

Infratil holding market value rangeNZ$1,355-1,711mNZ$841-942m

1 EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results

Presentation 2020.

4848
ScaleCommissioned

Hume 1 & 212MW2008 and 2011

Fyshwick 118MW2015

Hume 39MW2016

Fyshwick 221MW2018

Eastern Creek 17MW2018

Eastern Creek 213MW2019

Hume 425MW2019

Eastern Creek 328MWCommissioning 2020

Other Sydney75MWPreparatory work underway

Other Canberra50MWPreparatory work underway

Auckland 110MWExpected in 2022. Additional site potential

Auckland 210MWExpected in 2022

Australian government policy strongly

recommends the use of certified

sovereign data centres which comply

with data sovereignty, supply chain and

ownership criteria, and CDC is working

towards this level of certification. It is

expected that this combination of

reliability, specialisation and sovereignty

will also play out in New Zealand.

As at 31 March 2020 CDC was valued

for Infratil by independent valuers Grant

Thornton. The valuation is the present

value (after all applicable taxes and

fees) of the cash flows available to

shareholders from the 275MW data

centres which are operating, or under

construction, or have a near certainty of

construction occurring. Different equity

return targets are allocated to each

centre depending on their risk, with the

average target return range being

10.6% to 12.2% per annum.

Auckland

Eastern Creek

Hume

Fyshwick

The increase in the valuation over the

year reflects several factors including

the development pipeline and sales

activity. The reasonableness of the

valuation was tested by comparing

metrics such as Value/Earnings against

those observed with other data centre

companies.

49
2020201920182017

Capacity105MW80MW39MW39MW

Rack utilisation76%80%78%58%

Average lease term


(excluding options)

8.8 years9.0 years4.2 years4.7 years

EBITDAF

1

A$117.5mA$72.1mA$55.8mA$47.5m

CapexA$446.6mA$29

1.6mA$45.8mA$66.5m

The CDC Fyshwick 2 facility opening, December 2019. From left to right: Brett Chenoweth:

Chairman, CDC Data Centres, Randall Brugeaud: Chief Executive Officer at the Digital Transformation

Agency, Renee Leon: Secretary of the Department of Human Services, Hon. Stuary Robert MP:


Minister for National Disability Insurance Scheme and Greg Boorer: Chief Executive Officer & Founder,

CDC Data Centres.

80

60

40

20

00

80

60

40

20

Data Centre Capacity (MW)EBITDAF

1

(A$Millions)

0

$80

$60

$40

$20

$00

$80

$60

$40

$20

$0

CapacityEBITDAF

1

20 7 20 8 20 9 2020202 (forecast)

Capacity & EBITDAF

1

31 March

1 EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results

Presentation 2020.

50
Vodafone

New Zealand

Infratil 49.9%

Brookfield Infrastructure Partners 49.9%

Management 0.2%

A feature of the Level 4 lockdown were supermarket queues, physical distancing, and a massive increase in data use.

51
Year Ended 31 March20202019

Mobile revenue$893.2m$879.6m

Fixed broadband revenue$726.1m$748.5m

Other revenue$427.4m$333.8m

Operating costs($1,566.1m)($1,504.9m)

EBITDAF

1

$480.6m$457.0m

Capex$284.8m$253.0m

EBITDAF

1

less Capex$195.8m$203.0m

1 EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results

Presentation 2020.

2019 Operating costs have been adjusted to be presented on a like for like basis with 2020. This

primarily reflects an adjustment to charges from Vodafone PLC under the new ownership structure


to reflect those incurred in the period of Infratil and Brookfield ownership (8 months).

The $3.4 billion acquisition of Vodafone

New Zealand was completed on


31 July 2019. Infratil’s investment was

$1,030 million and Vodafone NZ

assumed $1,342 million of debt.

Vodafone NZ provides a substantial part

of New Zealand’s telecommunications

infrastructure at a time when data and

its transmission is critical to economic

activity and is expanding rapidly

through increasing use of smartphones,

streamed video, the advent of 5th

generation mobile networks and new

applications.

New Zealand is, on OECD comparisons,

well served in both mobile and

broadband. Department of Statistics

indices show that every year consumers

receive greater benefit for less cost. In

2016, the $60 Red Lite Pay Monthly Plan

had 4GB + unlimited minutes and texts.

Today, the $60 Endless Medium Plan gets

12GB Data + unlimited minutes and texts.

Competition has been intensified by

network evolution and a plethora of

“free” value-added services aimed at

attracting users. Companies in the

sector have struggled to translate

growth into a return on their significant

infrastructure and services investment.

Rapid demand growth, technological

change, and the intense competition

has led to industry-wide cost pressures,

and lags in the improvement of IT and

customer service systems.

In this challenging commercial

environment, Vodafone NZ also had to

exist as a small part of a global

multinational with ownership and

structural uncertainties. The new owners

are encouraging the leadership team to

quickly evolve Vodafone NZ into a


New Zealand-centric, digital

infrastructure and service business

providing simple products and services

that are easy to use, reliable, and fairly

priced.

Another goal for Vodafone NZ is to

expedite the roll-out of the 5th

generation of mobile technology, while

also expanding the availability of

broadband and mobile coverage to

rural areas and pockets which are

currently missing out. The Rural

Connectivity Group Limited, of which

Vodafone NZ is a member, is installing

wireless network infrastructure in

sparsely populated regions to improve

coverage while enabling industry

participants to share costs. It is an

example of getting the balance right

between investment in capacity and

services and competition delivering

innovation and fair prices.

It would be remiss not to note Vodafone

NZ’s ongoing areas of community

support. It is continuing with a diverse

range of initiatives, especially aimed


at helping disadvantaged youth. Since

the launch of the Vodafone Foundation

it has contributed over $25 million


to this and other social areas.

https://foundation.vodafone.co.nz

Before, during and after

COVID-19

Before the COVID-19 crisis, Vodafone

NZ’s key work programmes were

focussed around three areas:

• Transforming operations from a

complex, legacy telco to a digitally

focused, simplified business able to

deliver high-quality services off a

lower cost base.

• Improving the customer experience,

including establishing a team of over

250 people charged with both

improving the response to customers

and helping to resolve the

complexities of Vodafone NZ’s

multiple back-office systems.

• Delivering 5G mobile network

leadership with the launch of 5th

generation capability in Auckland,

Wellington, Christchurch and

Queenstown in December 2019.

Initial results with cost management

were excellent while improving the

customer experience will take time.

The pandemic and how it impacted

operations and customer needs has not

altered the goals. It has underscored

connectivity’s critical importance to

52
Average consumer monthly

data use

NZ consumers’ monthly data

transmission needs have risen 46% per

annum over the decade (mobile data

has risen 72% per annum).

Connected to the internet

(Devices and homes/

businesses)

The connectivity to access this data

spans smartphones, fixed broadband

(wireless and via fibre and copper) and

machine to machine devices such as

smart metres.

0

200

150

00

50

GB/Month

Average fixed broadbandAverage mobile device

20 8 20 0 20 20 2 20 3 20 6 20 7 20 5 20 4 20 9

9

8

7

6

5

4

3

2



0

Connections (millions)

Mobile devicesMachine to machine devices

Fixed wireless broadband connectionsFixed broadband connected by fibre, copper, etc

208 200 20 202 203 206 207 205 204 209

social and economic wellbeing, and the

industry’s financial challenge in

providing this. Most customers subscribe

to unlimited data plans on a fixed


price, so higher use does not always

mean higher revenue.

Operationally, Vodafone NZ quickly

transitioned to working from home and

was able to assist many business

customers to do the same. The physical

restrictions of lockdown impacted some

customer services, but this was

mitigated by redeploying retail staff and

encouraging customers to use digital

and self-service channels.

On their part, customer behaviour also

changed markedly. Relative to before

the introduction of Level 4 restriction,

phone calls increased 60%, data

transmission rose 20% to 50%, use of

online chat services grew 400% and

social media channels by 250%. Video

conferencing and online shopping

became much more widely used.

With consumers accelerating their

adoption of digital tools, Vodafone NZ

also accelerated its programmes to

provide more services digitally.

Looking ahead

While the recovery from COVID-19

contains many uncertainties, it is certain

New Zealanders will increasingly utilise

and rely on technology, data, and

connectivity.

Vodafone NZ will be evolving to meet

these demands; by digitising,

automating, and simplifying its own

systems and introducing more user-

friendly self-service tools for customers.

Telecommunications is a competitive

and increasingly, commoditised

business, which will be operating in a

tough macro-economic environment.

Along-side operational improvements,


it will be critical that investments are

directed to core functions and areas

with real efficiency or customer benefit.

The Commerce Commission’s annual

reports on the New Zealand

telecommunication industry shows,

massive increases in data transmission

(up 30x) using four times as many

connections. This has been facilitated

by a $

15.6 billion investment by

telecommunications companies, but

which has not increased either average

household costs or overall sector

revenue. Vodafone NZ seems to have

maintained its size while the industry has

grown around it.

The New Zealand Telecommunication Market. Statistics From The Commerce Commission Monitoring Reports

53
Industry investment

To deliver the massive increase in

data transmission $15.6 billion has

been invested in the New Zealand’s

telecommunications infrastructure


and services.


Industry revenue

Users are getting a lot more

telecommunications capacity, and


not having to pay for it.

Commerce Commission data for


annual sector revenue and monthly

household telecommunications


costs shows that both have been

largely flat over the period.

Vodafone NZ connections

Over the decade Vodafone’s number

of connections

,800

200

400

600

800

,000

,200

,400

,600

0

$Millions

OtherMobileFibre

208 200 20 202 203 206 207 205 204 209

6,000

$MillionsAverage household cost

,000

2,000

3,000

4,000

5,000

0

$ 45

$ 40

$ 50

$ 30

$ 35

Mobile annual revenueFixed line annual revenueAverage monthly house telecommunication cost

208 200 20 202 203 206 207 205 204 209

3.5

3.0

Millions

0.5

.0

.5

2.0

2.5

208 200 20 202 203 206 207 205 204

00

Mobile connectionsBroadband connections

209

54
RetireAustralia

Infratil 50%

New Zealand Superannuation Fund 50%

Infratil and NZ Superannuation

Fund acquired RetireAustralia in

late 2014 with the objective of

transitioning what was essentially

a residential property business

into a fully integrated provider of

retirement accommodation, living

and care.

The Australian retirement market

continues to face difficult conditions.

Regional areas of Australia have

experienced volatile property markets

and associations between retirement

living and the aged care sector

continued with the Royal Commission

into Aged Care Quality and

Safeguarding. The COVID-19 pandemic

came as a further challenge.

Against this backdrop, RetireAustralia

achievied an increase in sales and

progressing new developments. It also

appointed Paulene Henderson as CFO

and Dr Brett Robinson as CEO. Ms

Henderson experience includes 10 years

as CEO of a residential property

company. Dr Robinson has an extensive

background in medicine and health

administration.

Retirement village residents meeting family during COVID-19 restrictions.

55
Australian Retirement Living Council for

the outstanding contributions they make

to their communities. Julie received the

Village Manager of the Year Award for

New South Wales, while Debbie was

bestowed the same honour for South

Australia.

Protecting residents from Covid-19 is

RetireAustralia’s top priority. When the

risk became clear management closed

community facilities, established checks,

and enforced social distancing

protocols.

Assistance with essential services such

as groceries and medication was

arranged by village staff, and to combat

social isolation, regular wellness checks

were performed, along with many

imaginative social activities that could

be performed at a safe distance.

As restrictions ease, the focus on

resident health and wellbeing will remain

at the forefront of village operations.

As social distancing restrictions ease,

RetireAustralia is able to both allow

normal village life to resume and to

open its villages for visits by potential

new residents. It is too early to tell how

COVID-19 and the economic fallout will

impact RetireAustralia. However,

underlying demand for retirement village

accommodation should remain stable.

COVID-19 specific marketing messages

and content have been developed to

educate the market on the safe and

secure lifestyle on offer in RetireAustralia

communities, encouraging potential

residents to explore retirement village

living.

Construction is progressing on the 40

unit stage one of the 177 unit village,

The Verge, which is adjacent to the

Burleigh Golf Club on the Gold Coast,

and on 58 units within the existing Wood

Glen village on the NSW Central Coast.

Infratil had its holding in RetireAustralia

independently valued as at 31 March

2020. This gave a value for Infratil’s

holding of A$303.2 million which was

A$41.8 million less than a year prior

(taking into account the A$58 million

equity injection). This valuation was

based on forecast discounted cash

flows using a 10.5%pa. discount rate to

value existing villages and 14.7% per

annum to value developments. It

included a 5% fall in house prices, which

has been the average peak-to-trough

fall in residential values experienced in

the four recessions experienced in

Australia in the last four decades.

Naturally it is disappointing, but the

projected returns anticipated are

conservative and attractive.

Year Ended 31 March 20202019

Residents4,9554,943

Serviced apartments535465

Independent Living Units3,5203,520

Unit resales292244

Resale cash gains per unitA$137,374A$133,666

New unit sales1615

New unit average priceA$512,625A$721,600

Occupancy receivable /unit

1

A$92,355 A$89,319

Embedded resale gain/unit

1

A$35,948 A$39,381

Underlying profit

2

A$17.0m A$17.1m

Net profit after tax (A$99.5m) (A$44.5m)

Capex A$53.2m A$59.4m

Net external debt A$153.4m A$198.2m

Infratil’s holding valueNZ$291.5mNZ$289.3m

1. The values are estimates of point in time value. What RetireAustralia would receive in cash for

deferred occupancy fees and capital gains if all residents left and the occupancy rights were resold

on that particular date. The resale values were estimated by independent valuers based on market

and actual transactions.

2. Underlying Profit is an unaudited non-GAAP measure and is defined in the Infratil Annual Results

Presentation 2020.

“What the COVID-19 pandemic has

demonstrated is that more than ever, it

is nice to be part of a community, and in

uncertain times, to have someone

looking out for you. Retirement

communities offer independent living,

with a safety net, and that’s never been

more relevant for older Australians.

Complemented by our model of tailored

care, RetireAustralia is well positioned to

meet the needs of people looking for

safety and security in their later years.

As we trade through this crisis our

objective remains the same – to provide

high quality community living options to

people looking for a full continuum of

care as they age. With a solid plan in

place and a strong portfolio of

established and new villages backed


by highly engaged staff and happy

residents, we are ready to welcome

more seniors to enjoy living with the

peace of mind RetireAustralia

communities deliver.” Dr Brett Robinson

RetireAustralia recorded 292 resales in

FY2020, compared to 244 in FY2019,

while 16 new units were sold, which was

on-par with last year. In the second half

of the year resales were 162 units (up 25%

on the first) and realized gains were up

15% on the first half to A$145,800

Glengara Care, located in on the


New South Wales Central Coast, was

opened in February 2020 and has

welcomed 4 residents to the state of


the art facility. This A$35 million

development of 70 apartments is a

game-changing alternative for older

Australians requiring additional care. It


is located within the existing Glengara

Retirement Village and offers residents


a true community for life.

FY2020 surveys of residents indicate

that 88% are either satisfied or very

satisfied living in their RetireAustralia

community, which is consistent with last

year’s results, although with an improved

Net Promoter Score (65% of

RetireAustralia residents participated in

the study).

Boosting organisational culture and

deepening connections with employees

at all levels of the business was effective

in FY2020 with the highest level of

employee satisfaction recorded. years.

87% of employees said they were proud

to work for RetireAustralia. (75% of

RetireAustralia employees participated

in the study).

Village Managers Julie Ramage from

Forresters Beach and Debbie Dean from

Glengowrie were recognised by the

56
Other

Investments

Galileo Green Energy

During the year Galileo Green Energy

was established as a joint venture

between Infratil (40%), the

Commonwealth Superannuation

Corporation, the New Zealand

Superannuation Fund, and the Morrison

& Co Growth Infrastructure Fund, each

with 20%.

Infratil has provided $2.5 million of

start-up capital, with the partners’ initial

commitments of EUR220 million (Infratil’s

share, approximately NZ$150 million)

intended to enable Galileo to invest in

renewable generation and energy

storage projects across Europe.

The first project is an initiative to

develop wind farms in Ireland, although

it is anticipated that COVID-19 related

restrictions and economic disruption will

slow progress.

Chief Executive Ingmar Wilhelm has

extensive experience with renewable

generation in Europe. Infratil’s directors

are Vincent Gerritsen, Vimal Vallabh and

Jason Boyes, with the latter two having

been heavily involved with the

establishment and operation of

Longroad Energy.

The mandate with Galileo is similar to

that with Longroad Energy, being to

partner high calibre expertise with

financial flexibility and discipline and to

take advantage of a region with a large

and growing appetite for renewable

generation projects.


Infratil Infrastructure

Property (IIP)

IIP has two property initiatives

underway, construction at Halsey Street

in Auckland’s Wynyard Quarter, and

assessment of the alternative use of the

old Kilbirnie Bus Depot site in Wellington.

Construction of the 154 room

Travelodge Hotel, carpark, and retail

precinct is due for completion later in

2020 following the temporary halt on

construction during Level 4 COVID-19

restrictions. The hotel’s revenue will be

reduced by the tourism and travel

downturn, but there is strong demand

for the car parks. The goal now is to

ensure use of the building recognising

the considerable market challenges.

The Kilbirnie Bus Depot site will become

available for alternative use as soon as

the buses are relocated, which is

expected to occur in mid 2021.

During the year Infratil advanced


$38.5 million to IIP to fund construction,

giving IIP a 31 March 2020 valuation


of $96.9 million.

Clearvision Ventures

During the year, Infratil provided

Clearvision with an additional


US$1.5 million meaning that

US$21.0 million of the total

US$25.0 million commitment has

now been advanced. The book value

of the investment as at 31 March 2020

was NZ$30.1 million.

Clearvision made two new investments

during the year; US ride sharing

company Zum which is targeting the

youth market with an alternative to

catching the bus; and next-generation

air quality and greenhouse gas data

company Aclima which uses proprietary

sensors and machine learning models to

enable hyper local measurements. The

Fund’s main other investments; Orbital

Insights, Autogrid, Climacell and

Chargepoint; continue to develop


their businesses.

Australian Social Infrastructure

Partners (ASIP)

During the year ASIP sold its interest in

the Queensland schools project for

A$12.9 million, delivering a 16% per

annum return on that investment. This

leaves the a 9.95% holding in the Royal

Adelaide Hospital public-private

partnership as ASIP’s only asset.

The 31 March 2020 independent

valuation of IFT’s stake in ASIP is


NZ$33.4 million. It is anticipated that IFT

will divest this investment in FY2021.

57
Australian National University

Student Accommodation

During FY2020 Infratil received the final

distribution and sale proceeds from

selling its interest in this investment. Net

proceeds were A$166.9 million.

Infratil’s net investment had been


A$88.6 million. Value was created

through the excellent relationship

formed with the University leadership

and the ability of the partnership


to deliver additional student

accommodation and facilities to


budget and on time.

Snapper Services

Infratil’s ten year development of the

Snapper ticketing and payment system

ended with its sale for nominal

consideration during FY2020. This was

not a successful investment. When

Infratil set up Snapper it was recognised

that success required it to be widely

used. At that time, there were about

100 million annual rides on all


New Zealand public transport and a

sophisticated payment tool such as

Snapper was only going to be viable if


it be used on most of them. In the event,

local and central government transport

agencies preferred to establish a

government owned competitor dooming

all participants to losses. The Snapper

team developed innovative mobile

payment tools they were able to sell to

offshore transport agencies, but it

wasn’t enough to offset the local

diseconomies of scale.

Perth Energy

During FY2020 Infratil sold its 80%

shareholding in Perth Energy for


A$56.7 million. Up to A$18.6 million

may be received in the future

depending on the outcome at Perth

Energy of contingent consideration


where indications remain favourable.

Infratil became a shareholder in Perth

Energy in 2007 through its Australian

Energy business and the shareholding

was retained when the rest of that

enterprise was sold in 2014. It was


an illustration of the problem of a

small-scale business operating in a

complex market.

NZ Bus

During the year, Infratil sold NZ Bus

to funds controlled by Next Capital.

$93 million was received with final

consideration to reflect adjustments for

working capital, capital expenditure,

and an earnout mechanism. The

balance will be paid in cash or as a

vendor loan once post completion

activities are finalised.

When the company was acquired in

2005 it was hoped that regional

transport agencies in Wellington and

Auckland would recognise that by far

the quickest and lowest cost way to

improve mobility in those regions would

involve a significant expansion in bus

public transport. Unfortunately, public

transport turned out to be subject to a

complex and conflict riven regulatory

and funding regime.

Ultimately the new contracting model

transferred absolute control and most of

the risk to the regional councils while

prioritising cost minimisation above


all else.

58

59
Financial

Statements

For the year ended

31 March 2020

Consolidated Statement

of Comprehensive Income 60

Consolidated Statement


of Financial Position 61

Consolidated Statement


of Cash Flows 62

Consolidated Statement


of Changes in Equity 63

Notes to the Financial


Statements 65

Corporate Governance 119

60
Consolidated Statement

of Comprehensive Income

Notes

2020

$Millions

2019

$Millions

Operating revenue10 1,281.31,333.2

Dividends0.6 2.6

Total revenue1,281.91,335.8

Share of earnings of associate companies6 86.8 106.4

Total income1,368.71,442.2

Depreciation14 136.4 145.1

Amortisation of intangibles11.1 15.3

Employee benefits99.1 90.8

Other operating expenses12 929.4907.0

Total operating expenditure1,176.01,158.2

Operating surplus before financing, derivatives, realisations and impairments192.7284.0

Net gain/(loss) on foreign exchange and derivatives6.20.3

Net realisations, revaluations and impairments11510.70.6

Interest income10.76.8

Interest expense197.1155.3

Net financing expense186.4148.5

Net surplus before taxation523.2136.4

Taxation expense13 14.472.0

Net surplus for the year from continuing operations508.864.4

Net surplus/(loss) from discontinued operations after tax9 (24.6)(12.0)

Net surplus for the year484.252.4

Net surplus/(loss) attributable to owners of the Company241.2(19.5)

Net surplus attributable to non-controlling interest243.071.9

Other comprehensive income, after tax

Items that will not be reclassified to profit and loss:

Net change in fair value of property, plant & equipment recognised in equity 63.3(283.6)

Share of associates other comprehensive income(21.3)(11.6)

Net change in fair value of equity investments at fair value through profit and loss(0.5)2.6

Ineffective portion of hedges taken to profit and loss- -

Fair value movements in relation to the executive share scheme5.1(0.1)

Income tax effect of the above items(22.8)69.8

Items that may subsequently be reclassified to profit and loss:

Differences arising on translation of foreign operations(17.8)(18.9)

Realisations on disposal of subsidiary, reclassified to profit and loss(22.5) -

Effective portion of changes in fair value of cash flow hedges(75.0)5.9

Income tax effect of the above items20.8(3.6)

Total other comprehensive income/(loss) after tax(70.7)(239.5)

Total comprehensive income/(loss) for the year413.5(187.1)

Total comprehensive income for the year attributable to owners of the Company207.9(164.3)

Total comprehensive income for the year attributable to non-controlling interests205.6(22.8)

Earnings per share

Basic and diluted (cents per share) from continuing operations4 41.5(1.0)

Basic and diluted (cents per share) 4 37.6(3.5)

The accompanying notes form part of these consolidated financial statements.

For the year ended 31 March 2020

61
Consolidated Statement

of Financial Position

Notes

2020

$Millions

2019

$Millions

Cash and cash equivalents22.1 730.3 414.3

Trade and other accounts receivable and prepayments22.1 174.8 226.1

Derivative financial instruments22.4 18.9 17.8

Income tax receivable-9. 3 1.2

Assets held for sale9 -521.8

Current assets933.31,181.2

Trade and other accounts receivable and prepayments22.1 18.7 22.8

Property, plant and equipment14 3,958.2 4,201.5

Investment properties15 266.7 86.5

Right of use assets16.1 161.2 -

Derivative financial instruments22.4 65.5 156.7

Intangible assets35.1 33.6

Goodwill 17 113.1 113.1

Investments in associates6 1,961.9 855.4

Other investments7 71.4 81.2

Non-current assets6,651.8 5,550.8

Total assets7,585.1 6,732.0

Accounts payable, accruals and other liabilities227.3 274.5

Interest bearing loans and borrowings

18 134.7 295.3

Lease liabilities16.2 21.8 -

Derivative financial instruments22.4 8.0 32.2

Income tax payable4.6 9.3

Infrastructure bonds19 - 148.9

Trustpower bonds20 - 114.0

Wellington International Airport bonds21 25.0 25.0

Liabilities directly associated with the assets held for sale9 - 146.2

Total current liabilities421.4 1,045.4

Interest bearing loans and borrowings18 835.0 696.8

Other liabilities86.5 25.9

Lease liabilities16.2 225.1 -

Deferred tax liability13.3 314.6 442.5

Derivative financial instruments22.4 121.3 85.3

Infrastructure bonds19 1,061.3 747.2

Perpetual Infratil Infrastructure bonds19 231.9 231.5

Trustpower bonds20 432.2 307.8

Wellington International Airport bonds and senior notes21 515.9 405.1

Non-current liabilities3,823.8 2,942.1

Attributable to owners of the Company2,132.2 1,646.0

Non-controlling interest in subsidiaries1,207.7 1,098.5

Total equity3,339.9 2,744.5

Total equity and liabilities7,585.1 6,732.0

Net tangible assets per share ($ per share)3.01 2.68

Approved on behalf of the Board on 28 May 2020


Alison Gerry Mark Tume

Director Director

The accompanying notes form part of these consolidated financial statements.

For the year ended 31 March 2020

62
Notes

2020

$Millions

2019

$Millions

Cash flows from operating activities

Cash was provided from:

Receipts from customers1,495.01,825.6

Distributions received from associates75.2 52.2

Other dividends0.6 1.8

Interest received10.8 7 .1

1,581.61,886.7

Cash was disbursed to:

Payments to suppliers and employees(1,253.3)(1,388.7)

Interest paid(177.5)(149.3)

Taxation paid(50.8)(71.8)

(1,481.6)(1,609.8)

Net cash inflow from operating activities24 100.0276.9

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of associates169.7 -

Proceeds from sale of subsidiaries (net of cash sold)593.3 -

Proceeds from sale of property, plant and equipment19.4 12.9

Proceeds from sale of investments19.75.9

Return of security deposits14.4 -

816.518.8

Cash was disbursed to:

Purchase of investments(1,132.5)(69.9)

Lodgement of security deposits(5.5)(2.7)

Purchase of intangible assets(12.9)(8.3)

Interest capitalised on construction of fixed assets(4.4) -

Purchase of shares in subsidiaries(5.2)(109.3)

Purchase of investment properties(22.9) -

Purchase of property, plant and equipment(463.3)(258.2)

(1,646.7)(448.4)

Net cash inflow/(outflow) from investing activities(830.2)(429.6)

Cash flows from financing activities

Cash was provided from:

Proceeds from issue of shares396.8 -

Sale of shares in non-wholly owned subsidiary - 6.3

Proceeds from issue of shares to non-controlling interests - 92.6

Bank borrowings1,436.2346.7

Issue of bonds544.5346.2

2,377.5791.8

Cash was disbursed to:

Repayment of bank debt(824.4)(229.8)

Repayment of lease liabilities(12.1)-

Loan establishment costs(10.1)(10.8)

Repayment of bonds/Perpetual Infratil Infrastructure bonds buyback(288.2)(111.4)

Infrastructure bond issue expenses(6.0)(6.9)

Share buyback(3.7) -

Dividends paid to non-controlling shareholders in subsidiary companies(92.3)(117.7)

Dividends paid to owners of the Company3 (113.7)(95.1)

(1,350.5)(571.7)

Net cash inflow/(outflow) from financing activities1,027.0 220.1

Net increase/(decrease) in cash and cash equivalents296.867.4

Foreign exchange gains/(losses) on cash and cash equivalents(10.4)(4.0)

Cash and cash equivalents at beginning of the year414.3 380.5

Adjustment for cash classified as assets held for sale9 29.6 (29.6)

Cash and cash equivalents at end of the year730.3 414.3

Consolidated Statement

of Cash Flows

The accompanying notes form part of these consolidated financial statements.

For the year ended 31 March 2020

63
Consolidated Statement

of Changes in Equity

Capital

$Millions

Revaluation

reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other

reserves

$Millions

Retained

earnings

$Millions

To ta l

$Millions

Non-

controlling

$Millions

Total


equity

$Millions

Balance as at 1 April 2019361.8 685.0 (65.4)(50.4)715.0 1,646.0 1,098.5 2,744.5

Total comprehensive income for the year

Net surplus for the year- - - - 241.2241.2243.0484.2

Other comprehensive income, after tax

Differences arising on translation of foreign operations - - (22.7) - - (22.7)5.2 (17.5)

Transfers to profit and loss on disposal of subsidiaries - (21.5)16.3 0.4 - (4.8)(17.7)(22.5)

Net change in fair value of equity investments at FVOCI - - - (1.0) - (1.0) - (1.0)

Realisations on disposal of equity investments


at FVOCI - - - (2.5)2.5 - - -

Ineffective portion of hedges taken to profit and loss - - - - - - - -

Effective portion of changes in fair value of


cash flow hedges - - - (32.7) - (32.7)(21.3)(54.0)

Fair value movements in relation to the executive


share scheme - - - (0.9) - (0.9) - (0.9)

Fair value change of property, plant & equipment

recognised in equity - 22.9 - - 27.2 50.1 (3.6)46.5

Share of associates other comprehensive income - - - (21.3) - (21.3) - (21.3)

Total other comprehensive income - 1.4 (6.4)(58.0)29.7 (33.3)(37.4)(70.7)

Total comprehensive income for the year - 1.4 (6.4)(58.0)270.9 207.9 205.6 413.5

Contributions by and distributions to


non-controlling interest

Non-controlling interest arising on acquisition


of subsidiary - - - - - - - -

Issue of shares to non-controlling interests - - - - - - 1.7 1.7

Issue/(acquisition) of shares held by outside


equity interest - - - - - - (5.2)(5.2)

Total contributions by and distributions


to non-controlling interest - - - - - - (3.5)(3.5)

Disposal of Snowtown 2-(31.3)--30.2(1.1)(0.6)(1.7)

Contributions by and distributions to owners

Share issued390.9 - - - - 390.9 - 390.9

Share buyback(3.7) - - - - (3.7) - (3.7)

Shares issued under dividend reinvestment plan5.0 - - - - 5.0 - 5.0

Conversion of executive redeemable shares0.9 - - - - 0.9 - 0.9

Dividends to equity holders - - - - (113.7)(113.7)(92.3)(206.0)

Total contributions by and distributions to owners393.1 - - - (113.7)279.4(92.3)187.1

Balance at 31 March 2020754.9 655.1(71.8)(108.4)902.42,132.21,207.73,339.9

For the year ended 31 March 2020

The accompanying notes form part of these consolidated financial statements.

64
Consolidated Statement

of Changes in Equity

Capital

$Millions

Revaluation

reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other

reserves

$Millions

Retained

earnings

$Millions

To ta l

$Millions

Non-

controlling

$Millions

Total


equity

$Millions

Balance as at 1 April 2018361.8 798.2 (43.5)(1.2)819.2 1,934.5 1,199.4 3,133.9

Adjustment on initial application of IFRS 15


(net of tax) - - - - 10.6 10.6 10.2 20.8

Adjusted balance as at 1 April 2018361.8 798.2 (43.5)(1.2)829.8 1,945.1 1,209.6 3,154.7

Total comprehensive income for the year

Net surplus for the year - - - - (19.5)(19.5)71.9 52.4

Disposal of revalued assets - 0.2 - - (0.2) - - -

Other comprehensive income, after tax

Differences arising on translation of foreign operations - - (21.9) - - (21.9)0.2 (21.7)

Transfers to profit and loss on disposal of subsidiaries - - - - - - - -

Net change in fair value of equity investments


at FVOCI - - - 2.6 - 2.6 - 2.6

Realisations on disposal of equity investments


at FVOCI - - - - - - - -

Ineffective portion of hedges taken to profit and loss - - - - - - - -

Effective portion of changes in fair value of


cash flow hedges - - - (1.1) - (1.1)6.2 5.1

Fair value movements in relation to the executive

share scheme-- - 0.6 - 0.6 - 0.6

Fair value change of property, plant & equipment

recognised in equity - (113.4) - - - (113.4)(101.1)(214.5)

Share of associates other comprehensive income - - - (11.6) - (11.6) - (11.6)

Total other comprehensive income - (113.4)(21.9)(9.5) - (144.8)(94.7)(239.5)

Total comprehensive income for the year - (113.2)(21.9)(9.5)(19.7)(164.3)(22.8)(187.1)

Contributions by and distributions to


non-controlling interest

Non-controlling interest arising on acquisition

of subsidiary - - - - - - - -

Issue of shares to non-controlling interests - - - - - - 92.6 92.6

Issue/(acquisition) of shares held by outside


equity interest - - - (39.7) - (39.7)(63.2)(102.9)

Total contributions by and distributions to


non-controlling interest - - - (39.7) - (39.7)29.4 (10.3)

Contributions by and distributions to owners

Share buyback - - - - - - - -

Dividends to equity holders - - - - (95.1)(95.1)(117.7)(212.8)

Total contributions by and distributions to owners - - - - (95.1)(95.1)(117.7)(212.8)

Balance at 31 March 2019361.8 685.0 (65.4)(50.4)715.01,646.0 1,098.5 2,744.5

The accompanying notes form part of these consolidated financial statements.

For the year ended 31 March 2020

65
Notes to the Financial

Statements

For the year ended 31 March 2020

1 Accounting policies

A Reporting entity

Infratil Limited ('the Company') is a company domiciled in New

Zealand and registered under the Companies Act 1993. The

Company is listed on the NZX Main Board ('NZX') and Australian

Securities Exchange ('ASX'), and is an FMC Reporting Entity in

terms of Part 7 of the Financial Markets Conduct Act 2013.

B Basis of preparation

The consolidated financial statements have been prepared in

accordance with New Zealand Generally Accepted Accounting

Practice (‘NZ GAAP’) and comply with New Zealand equivalents to

International Financial Reporting Standards ('NZ IFRS') and other

applicable financial reporting standards as appropriate for

profit-oriented entities. The consolidated financial statements

comprise the Company, its subsidiaries and associates ('the

Group'). The presentation currency used in the preparation of

these consolidated financial statements is New Zealand dollars,

which is also the Group's functional currency, and is presented in

$Millions unless otherwise stated. The principal accounting policies

adopted in the preparation of these consolidated financial

statements are set out below. These policies have been

consistently applied to all the periods presented, unless otherwise

stated. Comparative figures have been restated where

appropriate to ensure consistency with the current period.

The consolidated financial statements comprise statements of the

following: comprehensive income; financial position; changes in

equity; cash flows; significant accounting policies; and the notes

to those statements. The consolidated financial statements are

prepared on the basis of historical cost, except certain property,

plant and equipment which is valued in accordance with

accounting policy (D), investment property valued in accordance

with accounting policy (E), and financial derivatives valued in

accordance with accounting policy (K).

Accounting estimates and judgements

The preparation of consolidated financial statements in

conformity with NZ IFRS requires management to make estimates

and assumptions that affect the reported amounts of assets and

liabilities at the date of the consolidated financial statements and

the reported amounts of revenues and expenses during the

reporting period. Future outcomes could differ from those

estimates. The principal areas of judgement in preparing these

consolidated financial statements are set out below.

Valuation of property, plant and equipment

The basis of valuation for the Group's property, plant and

equipment is fair value by independent valuers, or cost. The basis

of the valuations include assessment of the net present value of

the future earnings of the assets, the depreciated replacement

cost, and other market based information, in accordance with

asset valuation standards. The major inputs and assumptions that

are used in the valuations that require judgement include

projections of future revenues, sales volumes, operational and

capital expenditure profiles, capacity, life assumptions, terminal

values for each asset, the application of discount rates and

replacement values. The key inputs and assumptions are

reassessed at each balance date between valuations to ensure

there has been no significant change that may impact the

valuation.

With respect to assets held at cost, judgements must be made

about whether costs incurred relate to bringing an asset to its

working condition for its intended use, and therefore are

appropriate for capitalisation as part of the cost of the asset. The

determination of the appropriate life for a particular asset requires

judgements about, among other factors, the expected future

economic benefits of the asset and the likelihood of

obsolescence. Assessing whether an asset is impaired involves

estimating the future cash flows that the asset is expected to

generate. This will, in turn, involve a number of assumptions,

including rates of expected revenue growth or decline, expected

future margins, terminal values and the selection of an

appropriate discount rate for valuing future cash flows.

Valuation of investments including Associates

Infratil completes an assessment of the carrying value of

investments at least annually and considers objective evidence

for impairment on each investment, taking into account

observable data on the investment, the status or context of

markets, its own view of fair value, and its long term investment

intentions. Infratil notes the following matters which are

specifically considered in terms of objective evidence of

impairment of its investments, and whether there is a significant or

prolonged decline from cost, which should be recorded as an

impairment, and taken to profit and loss: any known loss events

that have occurred since the initial recognition date of the

investments, including its investment performance, its long term

investment horizon, specific initiatives which reflect the strategic

or influential nature of its existing investment position and internal

valuations; and the state of markets. The assessment also requires

judgements about the expected future performance and cash

flows of the investment.

Derivatives

Certain derivatives are classified as financial assets or financial

liabilities at fair value through profit or loss. The key assumptions

and risk factors for these derivatives relate to energy price hedges

and their valuation. Energy price hedges are valued with reference

to financial models of future energy prices or market values for the

relevant derivative. Accounting judgements have been made in

determining hedge designation for the different types of

derivatives employed by the Group to hedge risk exposures. Other

derivatives including interest rate instruments and foreign

exchange contracts are valued based on market information and

prices.

COVID-19 pandemic

The spread of novel coronavirus ('COVID-19') was declared a


public health emergency by the World Health Organisation on

31 January 2020 and upgraded to a global pandemic on 11

March 2020. The rapid rise of the virus has seen an unprecedented

global response by governments, regulators and numerous

industry sectors. Authorities worldwide (including the New Zealand

Government and Australian Federal Government) quickly moved

to implement strict measures such as quarantines, curfews,

stay-at-home orders and the closure of borders during March

2020. The level of restrictions has resulted in a reduced ability for

many businesses to operate, significant volatility and instability in

the financial markets, quantitative easing and reductions in

official interest rates by central banks and the release of

significant government stimulus packages.

66
The closure of the New Zealand border to international travellers

and ongoing restrictions on domestic travel are expected to have

material implications for Wellington International Airport’s (‘WIAL’)

revenues for an as yet unknown period of time. Subsequent to

balance date, WIAL has agreed terms with its banking group to

increase its total committed bank facilities by $70.0 million to

$170.0 million and for covenant waivers to be in place through


to 30 September 2021. WIAL is also seeking covenant waivers

from its USPP note holders, which are expected to follow the

bank waiver approvals. WIAL has also entered into a shareholder

support agreement with its shareholders to enable access to

up to $75.0 million of funding by way of non-participating

redeemable preference shares, if required. WIAL is a subsidiary

of the Group and its results are consolidated in the financial

statements.

Tilt Renewables and Trustpower are subsidiaries of the Group


and their results are also consolidated into these financial

statements. Although these entities are publicly listed, the Group's

carrying value of these investments is not directly impacted by

changes in the quoted price on the NZX and ASX for these entities.

Changes in share price were taken into account when

undertaking an assessment of the carrying value of these

investments and as part of the annual impairment testing of

the associated goodwill balances (Note 17).

The primary impacts of COVID-19 on the Group’s consolidated

balance sheet at 31 March 2020 are summarised below:

Investments (including associates)


Notes 6,7

The Group’s investments in Vodafone New Zealand, CDC Data

Centres, RetireAustralia, Longroad Energy and Galileo Green

Energy are accounted for using the equity method. Under the

equity method, the investment in the associate is carried at cost

plus the Group’s share of post-acquisition changes in the net

assets of the associate and any impairment losses.

In accordance with its accounting policies, Infratil has completed

an assessment of the carrying value of its investments at


31 March 2020. This annual assessment considers a variety of

factors as outlined in Note 1. As part of this assessment the Group

has considered the potential impact of the COVID-19 pandemic.

Direct impacts of COVID-19 on movements in the net assets

of RetireAustralia and Vodafone New Zealand are summarised

below.

The potential impact of COVID-19 was considered by

RetireAustralia as part of the estimation of the fair value of its

investment properties at year end. RetireAustralia made

adjustments to key assumptions such as the unit price growth

rates and discount rates to reflect increased risks and

uncertainties from the pandemic on RetireAustralia’s future

operations and cash flows. The Group has incorporated its share

of these changes in the carrying value of RetireAustralia in these

consolidated financial statements. Subsequent to year end,

RetireAustralia has obtained support from its lenders and

shareholders to assist with its future funding and liquidity

requirements as it continues operations.

Vodafone New Zealand has revised its expected credit loss

allowance for trade receivables due to the deteriorating

economic outlook in New Zealand as a result of COVID-19.

Based on the information available at 31 March 2020,


COVID-19 did not have a direct impact on the carrying value

of the Group’s other investments (including associates) at

31 March 2020.

Property, Plant and Equipment


Note 14

The Group has considered the impact of the COVID-19


pandemic on the valuation of its Property, Plant and Equipment

held at fair value.

Generation assets are held at fair value. Trustpower and


Tilt Renewables have undertaken independent revaluations of

Generation Assets at 31 March 2020 and the updated valuations

are reflected in the consolidated financial statements. COVID-19

has introduced extra uncertainty into the valuation of Generation

Assets. While the New Zealand forward electricity path is

observable for the first four years and this reflects the impact of

COVID-19 and the New Zealand Government response, any

longer term impact on the demand for electricity is uncertain and

has not been incorporated in the valuations. Weighted average

cost of capital is also uncertain as, since COVID-19 began

impacting New Zealand and Australia, there have been very few

transactions between willing buyers and willing sellers which

could be used to observe the required returns of investors.

Civil works assets are held at fair value. WIAL has undertaken an

independent revaluation of civil works assets at 31 March 2020

and the updated valuation is reflected in the consolidated

financial statements. There was no direct impact from COVID-19

on the fair value of civil works due to the specialised nature of

these assets.

Land and buildings assets are held at fair value. WIAL has

undertaken an assessment of whether the carrying amount for

land and buildings differed materially from fair value at


31 March 2020. With the exception of the vehicle business and

hotel business assets, COVID-19 was not considered to have had

a material impact on the fair value of WIAL’s land and building

assets based on information available at 31 March 2020.

Following this assessment, WIAL revised the carrying value of its

vehicle business and hotel business assets, based on a discounted

cash flow assessment of value-in-use incorporating the expected

COVID-19 impacts.

Due to the uncertainties resulting from the COVID-19 pandemic,

the fair value assessment for WIAL's building assets was

concluded on the basis of ‘material valuation uncertainty’ as

defined by the Royal Institution of Chartered Surveyors (‘RICS’).

Consequently, less certainty and a higher degree of caution

should be attached to this assessment as at 31 March 2020.

Investment Properties


Note 15

The Group has considered the impact of the COVID-19 pandemic

on the valuation of its Investment properties held at fair value.


The Group has undertaken an independent revaluation of its

Investment properties at 31 March 2020, in line with its accounting

policies, and the updated valuations are reflected in the

consolidated financial statements. Due to the uncertainties

resulting from the COVID-19 pandemic, these valuations were

concluded on the basis of ‘material valuation uncertainty’ as

defined by the Royal Institution of Chartered Surveyors (‘RICS’).

Consequently, less certainty and a higher degree of caution

should be attached to these valuations as at 31 March 2020.

Trade and other accounts receivable and prepayments


Note 22.1

Trustpower and Wellington International Airport increased their

expected credit loss allowance for trade receivables, in part due

to the deteriorating economic outlook in New Zealand as a result

of COVID-19.

67
C Basis of preparing consolidated financial statements

Principles of consolidation

The consolidated financial statements are prepared by combining

the financial statements of all the entities that comprise the

consolidated entity. A list of significant subsidiaries and

associates is shown in Note 8. Consistent accounting policies


are employed in the preparation and presentation of the Group

consolidated financial statements.

D Property, plant and equipment

Property, plant and equipment ('PPE') is recorded at cost less

accumulated depreciation and accumulated impairment losses

(or fair value on acquisition), or at valuation, with valuations

undertaken on a systematic basis. No individual asset is included at

a valuation undertaken more than five years previously. PPE that is

revalued, is revalued to its fair value determined by an independent

valuer or by the Directors with reference to independent experts, in

accordance with NZ IAS 16 Property, Plant and Equipment. Where

the assets are of a specialised nature and do not have observable

market values in their existing use, depreciated replacement cost is

used as the basis of the valuation. Depreciated replacement cost

measures net current value as the most efficient, lowest cost which

would replace existing assets and offer the same amount of utility

in their present use. For non-specialised assets where there is no

observable market an income based approach is used.

Land, buildings, leasehold improvements and civil works are

measured at fair value or cost.

Renewable and Non-renewable generation assets are shown at

fair value, based on periodic valuations by independent external

valuers or by Directors with reference to independent experts, less

subsequent depreciation.

Depreciation is provided on a straight line basis and the major

depreciation periods (in years) are:

Buildings and civil works 0-120

Vehicles, plant and equipment3-40

Renewable generation 12-200

Non-renewable generation

assets

30-40

Metering equipment6-20

Landnot depreciated

Capital work in progressnot depreciated until asset in use

E Investment properties

Investment properties are property (either owned or leased) held

to earn rental income. Investment properties are measured at

fair value with any change therein recognised in profit or loss.

Property that is being constructed for future use as investment

property is measured at fair value and classified as investment

properties. Where a leased property is held to earn rental income,

the right of use asset is included within Investment properties.

F Receivables

Receivables are initially recognised at fair value and subsequently

measured at amortised cost, less any provision for expected

credit losses. The Group applies the simplified approach to

measuring expected credit losses using a lifetime expected loss

allowance for all trade receivables and contract assets. These

provisions take into account known commercial factors impacting

specific customer accounts, as well as the overall profile of the

debtor portfolio. In assessing the provision, factors such as past

collection history, the age of receivable balances, the level of

activity in customer accounts, as well as general macro-economic

trends, are also taken into account.

G Investments in associates

Associates are those entities in which the Group has significant

influence, but not control, over the financial and operating

policies. Investments in associates are accounted for using the

equity method. Under the equity method, the investment in

the associate is carried at cost plus the Group’s share of post-

acquisition changes in the net assets of the associate and any

impairment losses. The Group's share of the associates’ post-

acquisition profits or losses is recognised in profit or loss, and the

Group’s share of post-acquisition movements in reserves is

recognised in other comprehensive income.

H Goodwill and intangible assets

Goodwill

The carrying value of goodwill is subject to an annual impairment

test to ensure the carrying value does not exceed the recoverable

amount at balance date. For the purpose of impairment testing,

goodwill is allocated to the individual cash-generating units to

which it relates. Any impairment losses are recognised in the

statement of comprehensive income. In determining the

recoverable amount of goodwill, fair value is assessed, including

the use of valuation models to calculate the present value of

expected future cash flows of the cash-generating units, and

where available with reference to Listed prices.

Intangible customer base assets

Costs incurred in acquiring customers are recorded based on


the directly attributable costs of obtaining the customer contract

and are amortised on a straight line basis over the period of the

expected benefit. This period has been assessed as between

12 years and 20 years depending on the nature of the customer

and term of the contract. The carrying value is reviewed for any

indication of impairment on an annual basis and adjusted where

it is considered necessary.

Computer software

Acquired computer software licenses are capitalised on the basis

of the costs incurred to acquire and bring to use the specific

software. These costs are amortised over three years on a straight

line basis except for major pieces of billing system software which

are amortised over no more than seven years on a straight line

basis.

I Non-current assets and disposal groups held for sale

Non-current assets and disposal groups classified as held for sale

are measured at the lower of carrying amount or fair value less

costs to sell. Non-current assets and disposal groups are classified

as held for sale if their carrying amount will be recovered through

a sale transaction rather than through continuing use. This

condition is regarded as met only when the sale is highly probable

and the asset (or disposal group) is available for immediate sale in

its present condition and the sale of the asset (or disposal group)

is expected to be completed within one year from the date of

classification.

68
J Taxation

Income tax comprises both current and deferred tax. Current tax

is the expected tax payable on the taxable income for the year,

using tax rates enacted or substantively enacted at the balance

date, and any adjustment to tax payable in respect of previous

years. Deferred tax is recognised in respect of the differences

between the carrying amounts of assets and liabilities for financial

reporting purposes and the carrying amounts used for taxation

purposes.

The amount of deferred tax provided is based on the expected

manner of realisation or settlement of the carrying amount of

assets and liabilities, using tax rates enacted or substantively

enacted at the balance sheet date. A deferred tax asset is

recognised only to the extent that it is probable that future

taxable profits will be available against which the asset can be

utilised, or there are deferred tax liabilities to offset it. Preparation

of the consolidated financial statements requires estimates of the

amount of tax that will ultimately be payable, the availability and

recognition of losses to be carried forward and the amount of

foreign tax credits that will be received.

K Derivative financial instruments

When appropriate, the Group enters into agreements to manage

its interest rate, foreign exchange, operating and investment risks.

In accordance with the Group's risk management policies, the

Group does not hold or issue derivative financial instruments for

speculative purposes. However, certain derivatives do not qualify

for hedge accounting and are required to be accounted for at fair

value through profit or loss. Derivative financial instruments are

recognised initially at fair value at the date they are entered into.

Subsequent to initial recognition, derivative financial instruments

are stated at fair value at each balance sheet date. The resulting

gain or loss is recognised in the profit or loss immediately unless

the derivative is designated effective as a hedging instrument,


in which event, recognition of any resultant gain or loss depends

on the nature of the hedging relationship. The Group identifies

certain derivatives as hedges of highly probable forecast

transactions to the extent the hedge meets the hedge

designation tests.

Hedge accounting

The Group designates certain hedging instruments as either cash

flow hedges or hedges of net investments in equity. At the

inception of the hedge relationship the Group documents the

relationship between the hedging instrument and hedged item,

along with its risk management objectives and its strategy for

undertaking various hedge transactions. Furthermore, at the

inception of the hedge and on an on-going basis, the Group

documents whether the hedging instrument that is used in the

hedging relationship is highly effective in offsetting changes in


fair values or cash flows of the hedged item.

The effective portion of changes in the fair value of derivatives

that are designated and qualify as cash flow hedges are

recognised in other comprehensive income and presented in

equity. The gain or loss relating to the ineffective portion is

recognised in profit or loss. The amounts presented in equity


are recognised in profit or loss in the periods when the hedged

item is recognised in profit or loss.

Hedge accounting is discontinued when the Group revokes the

hedging relationship, the hedging instrument expires or is sold,

terminated, or exercised, or no longer qualifies for hedge

accounting. Any cumulative gain or loss recognised in equity


at that time remains in equity and is recognised when the

forecast transaction is ultimately recognised in profit or loss.

When a forecast transaction is no longer expected to occur,

the cumulative gain or loss that was recognised in equity is

recognised in profit or loss.

Foreign currency differences arising on the retranslation of a

financial liability designated as a hedge of a net investment in a

foreign operation are recognised directly in equity, in the foreign

currency translation reserve, to the extent that the hedge is

effective. To the extent that the hedge is ineffective, such

differences are recognised in profit or loss. When the hedged net

investment is disposed of, the cumulative amount in equity is

transferred to profit or loss as an adjustment to the profit or loss

on disposal.

L Foreign currency transactions

Transactions in foreign currencies are translated to the respective

functional currencies of Group entities at exchange rates at the

dates of the transactions. Monetary assets and liabilities

denominated in foreign currencies at the reporting date are

translated to the functional currency at the exchange rate at that

date. The foreign currency gain or loss on monetary items is the

difference between amortised cost in the functional currency at the

beginning of the period, adjusted for interest and payments during

the period, and the amortised cost in foreign currency translated at

the exchange rate at the end of the period. Non-monetary assets

and liabilities denominated in foreign currencies that are measured

at fair value are translated to the functional currency at the

exchange rate at the date that the fair value was determined.

Foreign currency differences arising on translation are recognised in

profit or loss, except for differences arising on the translation of the

net investment in a foreign operation.

Foreign operations

The assets and liabilities of foreign operations including goodwill

and fair value adjustments arising on acquisition, are translated


to New Zealand dollars at exchange rates at the reporting date.

The income and expenses of foreign operations are translated to

New Zealand dollars at the average rate for the reporting period.

M Impairment of assets

At each reporting date, the Group reviews the carrying amounts of

its assets to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication

exists, the recoverable amount of the asset is estimated in order to

determine the extent of the impairment loss (if any). Where the

asset does not generate cash flows that are independent from

other assets, the Group estimates the recoverable amount of the

cash-generating unit to which the asset belongs. Goodwill,

intangible assets with indefinite useful lives and intangible assets

not yet available for use are tested for impairment annually and

whenever there is an indication that the asset may be impaired.

N Revenue recognition

Revenue is measured based on the consideration specified in a

contract with a customer. A description of the nature and timing

of the various performance obligations in the Group’s contracts

with customers and when revenue is recognised is outlined at

Note 10 (Revenue).

69
Interest revenues are recognised as accrued, taking into account

the effective yield of the financial asset. Revenue from services is

recognised in the profit or loss over the period of service. Dividend

income is recognised when the right to receive the payment is

established.

O Borrowings

Borrowings are recorded initially at fair value, net of transaction

costs. Subsequent to initial recognition, borrowings are measured

at amortised cost with any difference between the initial

recognised amount and the redemption value being recognised

in profit or loss over the period of the borrowing using the effective

interest rate. Bond and bank debt issue expenses, fees and other

costs incurred in arranging finance are capitalised and amortised

over the term of the relevant debt instrument or debt facility.

P Discontinued operations

Classification as a discontinued operation occurs on disposal, or

when the operation meets the criteria to be classified as a

non-current asset or disposal group held for sale (see note (I)), if

earlier. When an operation is classified as a discontinued

operation, the comparative statement of comprehensive income

is re-presented as if the operation had been discontinued from

the start of the comparative year.

Q Segment reporting

An operating segment is a component of the Group that engages

in business activities from which it may earn revenues and incur

expenses, including revenues and expenses that relate to

transactions with any of the Group's other components. All

operating segments' operating results are reviewed regularly by

the Group's Board of Directors to make decisions about resources

to be allocated to the segment and assess its performance, and

for which discrete financial information is available.

The Group is organised into five main business segments,

Trustpower, Tilt Renewables, Wellington International Airport,

Associate Companies and Other. Other comprises investment

activity not included in the specific categories.

R Changes in accounting policies

The Group has adopted NZ IFRS 16 Leases ('NZ IFRS 16') from

1 April 2019.

NZ IFRS 16 Leases

NZ IFRS 16 replaces NZ IAS 17 Leases and removes the

classification of leases as either operating leases or finance

leases and consequently for the lessee, all leases (other than short

term or low value leases) are recognised on the Consolidated

Statement of Financial Position. This has resulted in the Group

recognising right of use assets and related lease liabilities for

leases previously classified as operating leases on the statement

of financial position. As a result, payments for operating leases are

now recorded against the lease liability. The operating lease

expense previously included within Other operating expenses is

replaced by interest on the lease liability and depreciation on the

right of use assets. Lessor accounting remains materially

unchanged under the new standard.

The Group has adopted NZ IFRS 16 using the modified

retrospective approach and has not restated comparative

amounts for the period prior to first adoption. The Group has

utilised the practical expedients permitted by NZ IFRS 16 in

respect of short-term and low value leases where appropriate.

The Group has also elected not to reassess whether an existing

contract contains a lease at the date of initial application.

The lease liability was measured at the present value of the

minimum lease payments, discounted at the incremental

borrowing rate applicable to that lease (or portfolio of leases) at 1

April 2019. In line with the modified retrospective approach, the

associated right of use assets were measured at the amount

equal to the lease liability relating to that lease at 1 April 2019,

with no overall change in net assets. Where the lease pertains to

property held to earn rental income, the right of use asset is

classified as Investment Property and is measured at fair value.

Consolidated statement of financial position effect

31 March 2020

$Millions

1 April 2019

$Millions

Right of use assets161.2 79.1

Investment properties82.2 80.5

Lease liabilities(246.9)(159.6)

Change in net assets(3.5)-

When compared to the accounting policies applied in the prior

comparative period, the adoption of NZ IFRS 16 on the Group’s

Consolidated Statement of Comprehensive Income for the year

ended 31 March 2020 is summarised below.

Consolidated statement of comprehensive income effect

2020

$Millions

Other operating expenses(14.7)

Depreciation10.4

Interest expense10.8

Reconciliation of lease commitments to lease liabilities

2020

$Millions

Operating lease commitments disclosed

at 31 March 2019103.2

Operating lease commitments as


at 31 March 2019 not previously disclosed6.3

Effect of using incremental borrowing rate


at the date of initial application(21.0)

Extension and termination options reasonably


certain to be exercised80.0

Contracts reassessed as capital commitments(2.9)

Finance lease liabilities recognised at 31 March 201924.1

Future dated lease commitments(28.5)

Recognition exemption for:

- short-term leases(0.6)

- leases of low-value assets(0.3)

Effect of movements in exchange rates(0.7)

Lease liabilities at 1 April 2019159.6

70
Operating lease commitments as at 31 March 2019


not previously disclosed

As part of Trustpower's adoption of NZ IFRS 16 certain operating

lease commitments were identified that were not disclosed as

part of Trustpower's 31 March 2019 financial statements. The


Group has evaluated the impact of this non-disclosure and has

determined that the impact is not material. This assessment is

due to the size and non-cash nature of this item being such that

it would not influence the economic decisions of users made on

the basis of the financial information previously issued.

Additionally this non-disclosure had no impact on the financial

position, performance or cash flows of the Group and impacted

the lease commitments note only.

S Adoption status of relevant new financial reporting

standards and interpretations

A number of new standards, amendments to standards and

interpretations have been issued but are not yet effective and

have not been applied in preparing these consolidated financial

statements. None of these are expected to have a material

impact on the consolidated financial statements.

2 Nature of business

The Group owns and operates infrastructure businesses and

investments in New Zealand, Australia, the United States and

Europe. The Company is a limited liability company incorporated

and domiciled in New Zealand. The address of its registered office

is 5 Market Lane, Wellington, New Zealand.

More information on the individual businesses is contained in


Note 5 (Operating segments) and Note 6 (Investments in

associates) including the relative contributions to total revenue

and expenses of the Group.

3 Infratil shares and dividends

Ordinary shares (fully paid)

20202019

Total authorised and issued shares

at the beginning of the year559,278,166 559,278,166

Movements during the year:

New shares issued99,992,228 -

New shares issued under dividend

reinvestment plan1,030,793 -

Treasury Stock reissued under

dividend reinvestment plan - -

Conversion of executive

redeemable shares265,267 -

Share buyback(887,617) -

Total authorised and issued

shares at the end of the year659,678,837 559,278,166

During the year the Company issued new shares to support the

acquisition of a 49.9% share of Vodafone New Zealand Limited,

raising net proceeds after issue costs of $396.8 million via an

institutional placement and an entitlement offer to existing

shareholders. All fully paid ordinary shares have equal voting

rights, have no par value and share equally in dividends and

equity. At 31 March 2020 the Group held 1,662,617 shares as

Treasury Stock (31 March 2019: 775,000).

Dividends paid on ordinary shares

2020

Cents per

share

2019

Cents per

share

2020

$Millions

2019

$Millions

Final dividend prior year11.00 10.75 72.5 60.1

Interim dividend


current year6.25 6.25 41.2 35.0

Dividends paid on

ordinary shares17.25 17.00 113.7 95.1

4 Earnings per share

2020

$Millions

2019


$Millions

Net surplus attributable to ordinary

shareholders 266.2(5.4)

Basic and diluted earnings per share (cps)

from continuing operations41.5(1.0)

Net surplus attributable to ordinary

shareholders241.3(19.5)

Basic and diluted earnings per share (cps)37.6(3.5)

Weighted average number of ordinary shares

Issued ordinary shares at 1 April 559.3 559.3

Effect of new shares issued81.5 -

Effect of new shares issued under dividend

reinvestment plan0.3 -

Effect of Treasury Stock reissued under

dividend reinvestment plan - -

Effect of conversion of executive


redeemable shares0.2 -

Effect of shares bought back - -

Weighted average number of ordinary

shares at end of year 641.3559.3

71
5 Operating segments

Reportable segments of the Group are analysed by significant businesses for reporting to the Infratil Chief Executive Officer.

The Group has seven reportable segments, as described below:

Trustpower and Tilt Renewables are renewable generation investments, Wellington International Airport is an airport investment,


NZ Bus is a transportation investment and Perth Energy is a non-renewable generation investment in Western Australia. Associates

comprises Infratil's investments that aren't consolidated for financial reporting purposes including CDC Data Centres, Vodafone

New Zealand, RetireAustralia, ANU Student Accommodation, Longroad Energy and Galileo Green Energy. Further information on

these investments is outlined in Note 6. The Group's investments in NZ Bus, Perth Energy, ANU Student Accommodation and Snapper

were classified as Held for Sale and treated as Discontinued Operations as at 31 March 2019. Further information on these investments

is outlined in Note 9. All other segments and corporate predominately includes the activities of the Parent Company. The Group has

no significant reliance on any one customer. Inter-segment revenue primarily comprises dividends from Trustpower, subvention income

from Wellington International Airport and intercompany transactions between Trustpower and Tilt Renewables.

Trustpower

New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

NZ Bus

New Zealand

$Millions

Perth

Energy

Australia

$Millions

Associates

$Millions

All other

segments

and

corporate

New Zealand

$Millions

Eliminations

and

discontinued

operations

$Millions

Total from

continuing

operations

$Millions

For the year ended

31 March 2020

Total revenue990.0179.2 146.4 76.1 114.2 - 135.1 (191.9)1,449.1

Share of earnings of associate

companies - - - - - 87.3 - (0.5)86.8

Inter-segment revenue - - - - - - (125.3)(41.9)(167.2)

Total income990.0179.2 146.4 76.1 114.2 87.3 9. 8 (234.3)1,368.7

Operating expenses (excluding

depreciation and amortisation)(803.5)(55.5)(43.2)(70.2)(102.1) - (170.5)216.5 (1,028.5)

Interest income0.6 7. 6 0.7 - 0.1 - 7. 3 (5.6)10.7

Interest expense(32.4)(49.0)(25.5)(3.9)(3.6) - (90.2)7. 5 (197.1)

Depreciation and amortisation(42.5)(76.3)(28.4)(7.1)(2.6) - (0.1)9. 5 (147.5)

Net gain/(loss) on foreign

exchange and derivatives16.2 (9.0)0.1 - - - (1.1) - 6.2

Net realisations, revaluations


and impairments8.9 511.5 (11.4)(68.6)(22.9) - 6 7. 7 25.5 510.7

Taxation expense(39.6)(4.9)34.5 1.7 (4.2) - (6.1)4.2 (14.4)

Net surplus/(loss) for the year97.7 503.6 73.2 (72.0)(21.1)87.3 (183.2)23.3 508.8

Net surplus/(loss) attributable


to owners of the company48.6 330.7 52.6 (72.0)(21.4)87.3 (183.2)23.6 266.2

Net surplus/(loss) attributable


to non-controlling interests4 9. 1 172.9 20.6 - 0.3 - - (0.3)242.6

Current assets150.8 730.5 35.0 - - - 1 7. 0 - 933.3

Non-current assets1,960.0 1,046.0 1,336.9 - - 1,961.9 3 4 7. 0 - 6,651.8

Current liabilities143.6 92.6 89.5 - - - 95.7 - 421.4

Non-current liabilities8 6 7. 1 469.0 641.6 - - - 1,846.1 - 3,823.8

Net assets1,100.1 1,214.9 640.8 - - 1,961.9 (1,577.8) - 3,339.9

Non-controlling interest

percentage 49.0% 34.4% 34.0% - 20.0% - - - -

Capital expenditure and

investments34.3506.480.62.70.21,134.541.0(3.0)1,796.7

72
Trustpower

New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

NZ Bus

New Zealand

$Millions

Perth

Energy

Australia

$Millions

Associates

$Millions

All other

segments

and

corporate

New Zealand

$Millions

Eliminations

and

discontinued

operations

$Millions

Total from

continuing

operations

$Millions

For the year ended

31 March 2019

Total revenue1,030.1 207.1 137.9 184.2 269.9 - 158.6 (461.3)1,526.5

Share of earnings of associate

companies - - - - - 119.2 - (12.8)106.4

Inter-segment revenue - - - - - - (147.8)(42.9)(190.7)

Total income1,030.1 207.1 137.9 184.2 269.9 119.2 10.8 (517.0)1,442.2

Operating expenses (excluding

depreciation and amortisation)(807.9)(62.7)(36.5)(166.8)(234.0) - (142.4)452.5 (997.8)

Interest income1.4 1.4 0.3 - 0.2 - 13.3 (9.8)6.8

Interest expense(29.6)(33.6)(19.7)(7.1)(7.6) - (73.3)15.6 (155.3)

Depreciation and amortisation(47.2)(89.5)(23.7)(21.1)(6.0) - (0.6)2 7. 7 (160.4)

Net gain/(loss) on foreign

exchange and derivatives(5.8)(2.1)1.2 - - - 7. 0 - 0.3

Net realisations, revaluations


and impairments(10.9) - 4.8 (29.2) - - 3.5 32.4 0.6

Taxation expense(37.5)(7.4)(0.2)4.2 (12.1) - (30.3)11.3 (72.0)

Net surplus/(loss) for the year92.6 13.2 64.1 (35.8)10.4 119.2 (212.0)12.7 64.4

Net surplus/(loss) attributable


to owners of the company46.0 7. 5 46.2 (35.8)8.3 119.2 (211.7)14.8 (5.5)

Net surplus/(loss) attributable


to non-controlling interests46.6 5.7 1 7. 9 - 2.1 - (0.3)(2.1)6 9.9

Current assets185.7 3 6 7. 9 43.9 200.0 211.3 108.2 64.2 - 1,181.2

Non-current assets2,028.9 1,233.1 1,216.5 - - 856.5 215.8 - 5,550.8

Current liabilities284.3 238.2 115.0 29.7 110.5 - 2 6 7. 7 - 1,045.4

Non-current liabilities681.2 677.6 541.9 - - - 1,041.4 - 2,942.1

Net assets1,249.1 685.2 603.5 170.3 100.8 964.7 (1,029.1) - 2,744.5

Non-controlling interest

percentage 49.0% 34.7% 34.0% - 20.0% - - - -

Capital expenditure and

investments2 7. 7 127.1 72.1 45.9 0.4 139.0 2 7. 8 (55.6)384.4

73
Entity wide disclosure – geographical

The Group operates in two principal areas, New Zealand and Australia, as well as having certain investments in the United States

and Europe. The Group's geographical segments are based on the location of both customers and assets.

New Zealand

$Millions

Australia

$Millions

United States

$Millions

Europe

$Millions

Eliminations and

discontinued

operations

$Millions

Total from

continuing

operations

$Millions

For the year ended 31 March 2020

Total revenue1,391.4249.6 - - (191.9)1,449.1

Share of earnings of associate companies(24.6)107.8 4.7 (0.6)(0.5)86.8

Inter-segment revenue(125.3) - - - (41.9)(167.2)

Total income1,241.5357.4 4.7 (0.6)(234.3)1,368.7

Operating expenses (excluding depreciation


and amortisation)(1,147.5)(97.5) - - 216.5 (1,028.5)

Interest income9. 1 7. 2 - - (5.6)10.7

Interest expense(170.0)(34.6) - - 7. 5 (197.1)

Depreciation and amortisation(100.2)(56.8) - - 9. 5 (147.5)

Net gain/(loss) on foreign exchange and derivatives15.7 (9.5) - - - 6.2

Net realisations, revaluations and impairments(3.4)488.6 - - 25.5 510.7

Taxation expense(11.2)(7.4) - - 4.2 (14.4)

Net surplus/(loss) for the year(166.0)647.4 4.7 (0.6)23.3 508.8

Current assets268.1 665.2 - - - 933.3

Non-current assets4,845.6 1,773.1 30.1 3.0 - 6,651.8

Current liabilities357.1 64.3 - - - 421.4

Non-current liabilities3,434.0 389.8 - - - 3,823.8

Net assets1,322.6 1,984.2 30.1 3.0 - 3,339.9

Capital expenditure and investments1,249.8 512.534.0 3.4 (3.0)1,796.7

For the year ended 31 March 2019

Total Revenue1,555.8 432.0 - - (461.3)1,526.5

Share of earnings of associate companies - 72.7 46.5 - (12.8)106.4

Inter-segment revenue(147.8) - - - (42.9)(190.7)

Total income1,408.0 504.7 46.5 - (517.0)1,442.2

Operating expenses (excluding depreciation


and amortisation)(1,214.4)(235.9) - - 452.5 (997.8)

Interest income15.1 1.5 - - (9.8)6.8

Interest expense(135.2)(35.7) - - 15.6 (155.3)

Depreciation and amortisation(116.0)(72.1) - - 2 7. 7 (160.4)

Net gain/(loss) on foreign exchange and derivatives0.8 (0.5) - - - 0.3

Net realisations, revaluations and impairments(31.8) - - - 32.4 0.6

Taxation expense(62.8)(20.5) - - 11.3 (72.0)

Net surplus/(loss) for the year(136.3)141.5 46.5 - 12.7 64.4

Current assets523.5 657.7 - - - 1,181.2

Non-current assets3,648.6 1,864.6 37.6 - - 5,550.8

Current liabilities718.7 326.7 - - - 1,045.4

Non-current liabilities2,396.5 545.6 - - - 2,942.1

Net assets1,056.9 1,650.0 37.6 - - 2,744.5

Capital expenditure and investments161.9 176.6 101.5 - (55.6)384.4

74
6 Investments in associates

Note

2020

$Millions

2019

$Millions

Investments in associates are as follows:

Vodafone New Zealand6.1974.0 -

CDC Data Centres6.2693.4 555.3

RetireAustralia6.3291.5 289.3

Longroad Energy 6.4 - 10.8

Galileo Green Energy3.0 -

Investments in associates1,961.9 855.4

Note

2020

$Millions

2019

$Millions

Equity accounted earnings of associates are as follows:

Vodafone New Zealand

6.1(24.7) -

CDC Data Centres6.2161.0 83.9

RetireAustralia6.3(53.7)(23.9)

Longroad Energy 6.44.7 46.4

Galileo Green Energy(0.5) -

Share of earnings of associate companies86.8 106.4

6.1 Vodafone New Zealand

On 31 July 2019, the Group acquired a 49.9% ownership interest in Vodafone New Zealand Limited via a holding company structure.

The Group and consortium partner Brookfield Asset Management Inc. ('Brookfield') each acquired 49.9% of the share capital of ICN JV

Investments Limited (‘Vodafone’), with the remaining shares being reserved for management of Vodafone. The Group has determined

that its investment in ICN JV Investments Limited is an investment in associate, based on the key terms of the shareholders' agreement,

governance structures and relative rights of the investors. Vodafone is a full-service telecommunications company in New Zealand

and the acquisition increases Infratil's exposure to long-term data and connectivity growth. Infratils current shareholding is 49.9%

(31 March 2019: N/A).

Movement in the carrying amount of the Group’s investment in Vodafone New Zealand:

2020

$Millions

Carrying value at 1 April

Acquisition of shares690.3

Capitalised transaction costs0.2

Shareholder loan339.4

Total capital contributions during the year1,029.9

Interest on shareholder loan9. 3

Share of associate’s surplus/(loss) before income tax(45.1)

Share of associate’s income tax (expense)11.1

Total share of associate’s earnings during the year(24.7)

Share of associate's other comprehensive income(6.2)

less: Distributions received(19.1)

less: Shareholder loan repayments including interest(5.9)

Carrying value of investment in associate974.0

75
The nature of the holding structure under which Infratil and Brookfield acquired Vodafone meant that ICN JV Investments Limited

ultimately acquired 100% of the shares in Vodafone New Zealand Limited. As a result, within the holding structure NZ IFRS 3: Business

Combinations was required to be applied on acquisition. NZ IFRS 3 requires that the identifiable assets and liabilities acquired as part

of the business combination are measured at fair value at the date of acquisition, with any gain recognised through the profit and loss

and any deficit recognised as goodwill. The major inputs and assumptions that are used in the valuations of material tangible assets

include replacement values, life assumptions and terminal values for each asset. Key assumptions used for measuring the fair value of

material intangible assets include projections of future revenues and margins associated with customer contracts, expected average

customer tenure and application of discount rates.

Vodafone Management has completed this process and the results of this exercise are reflected in the summary financial information

presented below and carrying value of the investment in associate.

Summary financial information:

2020

$Millions

Summary information for Vodafone is not adjusted for the percentage ownership held by the Group (unless stated)

Current assets598.7

Non-current assets3,811.7

Total assets4,410.4

Current liabilities580.9

Non-current liabilities2,565.0

Total liabilities3,145.9

Net assets (100%)1,264.5

Group's share of net assets631.0

Revenues1,382.6

Net surplus/(loss) after tax(68.1)

Total other comprehensive income2.2

2020

$Millions

Reconciliation of the carrying amount of the Group's investment in Vodafone:

Group's share of net assets631.0

add: Shareholder loan342.8

add: Capitalised transaction costs0.2

Total other comprehensive income974.0

76
6.2 CDC Data Centres

On 14 September 2016 the Group completed the acquisition of 48.13% of CDC Data Centres ('CDC'). CDC operates 80MW (2019:

67MW) of installed capacity across 3 accredited and connected Data Centre campuses in Canberra & Sydney. These facilities provide

highly secure outsourced co-location Data Centre services to Australian Government entities and third party service providers. Infratil’s

current shareholding is 48.22% (2019: 48.22%).

Movement in the carrying amount of the Group's investment in CDC Data Centres:

2020

$Millions

2019

$Millions

Carrying value at 1 April555.3453.2

Acquisition of shares - 31.7

Capitalised transaction costs - -

Shareholder loan8.1 11.0

Total capital contributions during the year8.1 42.7

Interest on shareholder loan14.2 14.5

Share of associate’s surplus/(loss) before income tax216.6 108.6

Share of associate’s income tax (expense)(69.8)(39.2)

Total share of associate’s earnings during the year161.0 83.9

Share of associate's other comprehensive income - -

less: Shareholder loan repayments including interest(16.1)(12.6)

Foreign exchange movements(14.9)(11.9)

Carrying value of investment in associate693.4 555.3

Summary financial information:

2020

A$Millions

2019

A$Millions

Summary information for is not adjusted for the percentage ownership held by the Group (unless stated)

Current assets87.2 35.0

Non-current assets2,703.3 1,799.4

Total assets2,790.5 1,834.4

Current liabilities73.3 20.5

Non-current liabilities1,654.1 1,039.9

Total liabilities1,727.4 1,060.4

Net assets (100%)1,063.1 774.0

Group's share of net assets512.6 373.2

Revenues173.6 115.5

Net surplus/(loss) after tax289.1 137.5

Total other comprehensive income- -

2020

$Millions

2019

$Millions

Reconciliation of the carrying amount of the Group's investment in CDC Data Centres:

Group's share of net assets in NZD526.3 389.8

add: Shareholder loan167.1 165.5

Carrying value of investment in associate693.4 555.3

CDC's functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency. The NZD/AUD exchange

rates used to convert the summary financial information to the Group's functional currency ($NZD) were 0.9740 (Spot rate) and 0.9501 (Average rate) (2019:

Spot rate 0.9574, Average rate 0.9334).

77
6.3 RetireAustralia

On 31 December 2014, the Group acquired a 50% shareholding of RetireAustralia, with consortium partner the New Zealand

Superannuation Fund acquiring the other 50%. RetireAustralia operates 27 retirement villages across three states in Australia –

New South Wales, Queensland and South Australia. Infratil’s current shareholding is 50% (2019: 50%).

Movement in the carrying amount of the Group's investment in RetireAustralia:

2020

$Millions

2019

$Millions

Carrying value at 1 April289.3318.0

Acquisition of shares61.3 -

Total capital contributions during the year61.3 -

Share of associate’s surplus/(loss) before income tax(53.7)(23.9)

Share of associate’s income tax (expense) - -

Total share of associate’s earnings during the year(53.7)(23.9)

Share of associate's other comprehensive income - -

less: Shareholder loan repayments including interest - -

Foreign exchange movements(5.4)(4.8)

Carrying value of investment in associate291.5 289.3

Summary financial information:

2020

A$Millions

2019

A$Millions

Summary information for is not adjusted for the percentage ownership held by the Group (unless stated)

Current assets196.4 191.1

Non-current assets2,266.4 2,319.6

Total assets2,462.8 2,510.7

Current liabilities1,738.0 1,746.0

Non-current liabilities157.1 210.8

Total liabilities1,895.1 1,956.8

Net assets (100%)567.7 553.9

Group's share of net assets283.9 2 7 7. 0

Total other comprehensive income291.5 289.3

Revenues77.5 74.6

Net surplus/(loss) after tax(102.1)(44.5)

Total other comprehensive income - -

RetireAustralia's functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency. The NZD/AUD

exchange rates used to convert the summary financial information to the Group's functional currency ($NZD) were 0.9740 (Spot rate) and 0.9501 (Average

rate) (2019: Spot rate 0.9574, Average rate 0.9334).

RetireAustralia’s net current asset deficiency has primarily arisen due to the requirement under Accounting Standards to classify

resident obligations as current liabilities as there is no unconditional contractual right to defer settlement for at least twelve months of

balance date (residents may give notice of their intention to vacate their unit with immediate effect). In contrast, the corresponding

assets are classified as non-current under Accounting Standards.

78
6.4 Longroad Energy

On 5 October 2016 the Group announced an initial (45%) investment in Longroad Energy Holdings, LLC ('Longroad Energy' or 'Longroad'),

a recently formed renewable energy development and operating vehicle headquartered in Boston, Massachusetts. Longroad's focus is

primarily in the development of utility-scale wind and solar generation throughout North America. The other establishment partners

were the New Zealand Superannuation Fund (40%) and the Longroad management team (10%). Infratil’s current shareholding is 40%

(2019: 40%). In December 2018 Longroad Energy distributed its membership interest in Montgomery Street Holdings, LLC ('MSH') to the

shareholders of Longroad Energy. The carrying value of MSH is included within the equity accounting for Longroad Energy presented

below.

Movement in the carrying amount of the Group’s investment in Longroad Energy:

2020

$Millions

2019

$Millions

Carrying value at 1 April10.810.1

Capital contributions31.8 19.8

Shareholder loan - 0.4

Mezzanine debt drawdowns - 67.0

Total capital contributions during the year31.8 87.2

Interest on shareholder loan - -

Interest on mezzanine debt - 4.6

Share of associate’s surplus/(loss) before income tax4.7 41.8

Share of associate’s income tax (expense) - -

Total share of associate’s earnings during the year4.7 46.4

Share of associate’s other comprehensive income(15.0)(12.0)

less: Distributions received

(29.0)(32.7)

less: Capital returned(4.4)(16.5)

less: Shareholder loan repayments including interest - (1.6)

less: Mezzanine debt repayments including interest - (71.6)

Foreign exchange movements1.1 1.5

Carrying value of investment in associate - 10.8

79
Summary financial information:

31 December

2019

US$Millions

31 December

2018

US$Millions

Summary information for is not adjusted for the percentage ownership held by the Group (unless stated)

Current assets153.0 282.2

Non-current assets1,247.3 572.7

Total assets1,400.3 854.9

Current liabilities270.0 290.1

Non-current liabilities1,059.8 533.8

Total liabilities1,329.8 823.9

Net assets (100%)70.5 31.0

Adjustment for movements between 31 December and 31 March(57.4)(11.6)

less: non-controlling interests at 31 March(29.2)(0.2)

Net assets attributable to owners of Longroad Energy as at 31 March(16.1)19.2

Group's share of net assets at 31 March(5.7)7. 3

Group's share of net assets at 31 March ($NZD)(9.6)10.8

Adjust carrying value to nil at 31 March ($NZD)9. 6 -

Carrying value of investment in associate ($NZD) - 10.8

Revenues94.3 93.4

Net surplus/(loss) after tax6.8 5 9. 5

Total other comprehensive income(10.2)1.1

Longroad's functional currency is United States Dollars ($US) and the summary financial information shown is presented in this currency. The NZD/USD

exchange rates used to convert the summary financial information to the Group's functional currency ($NZD) were 0.5997 (Spot rate) and 0.6474


(Average rate) (2019: Spot rate 0.6785, Average rate 0.6810).

The summary information provided is taken from the most recent audited annual financial statements of Longroad Energy Holdings,

LLC which have a balance date of 31 December and are reported as at that date. An adjustment to the carrying value of the

investment in Longroad Energy has been recorded as at 31 March 2020 as under NZ IAS 28 the carrying amount of the investment is not

permitted to reduce below zero.

Letter of credit facility

Longroad has obtained an uncommitted secured letter of credit facility of up to US$150 million from HSBC Bank. Letters of credit under

the Facility are on issue to beneficiaries to support the development and continued operations of Longroad. Infratil has provided

shareholder backing of the Longroad Letter of Credit facility, specifically, Infratil (and the New Zealand Superannuation Fund) have

collectively agreed to meet up to US$150 million of capital calls (i.e. subscribe for additional units) equal to Longroad’s reimbursement

obligation in the event that a Letter of Credit is called and Longroad cannot fund the call, taking into account immediately available

working capital. As at 31 March 2020, US$113.5 million (31 March 2019: US$115.3 million) in Letters of Credit are on issue under the

Longroad Letter of Credit facility.

80
7 Other investments

2020

$Millions

2019

$Millions

Australian Social Infrastructure Partners33.4 45.4

Clearvision Ventures30.1 26.8

Other7. 9 9. 0

Other investments71.4 81.2

Australian Social Infrastructure Partners

Australian Social Infrastructure Partners ('ASIP') holds a 9.95% share of the equity in the New Royal Adelaide Hospital public-private

partnership (‘PPP’). ASIP divested its 49.0% equity interest in the South East Queensland Schools PPP during the year, from which Infratil's

share of cash proceeds was A$12.9 million. In 2014, Infratil made a A$100 million commitment to pursue greenfield availability-based

PPP opportunities in Australia via ASIP. As at 31 March 2020, A$69.5 million of the commitment remains uncalled (31 March 2019:

A$69.5 million) however no further Capital Calls are forecast from ASIP.

Clearvision Ventures

In February 2016, the Group made a commitment of US$25 million to the California based Envision Ventures Fund 2. The strategic

objective is to help Infratil's businesses identify and engage with technology changes that will impact their activities. As at 31 March

2020 Infratil has made total contributions of US$21.0 million (31 March 2019: US$19.5 million), with the remaining US$4.0 million

commitment uncalled at that date. During the comparative period the name of the investing entity, Envision Ventures Fund 2 LP

was renamed Clearvision Ventures Ecosystem Fund LP.

8 Investment in subsidiaries and associates

The significant companies of the Infratil Group and their activities are shown below. The financial year end of all the significant

subsidiaries and associates is 31 March with exceptions noted.

2020

Holding

2019

HoldingPrincipal Activity

Subsidiaries

New Zealand

Infratil Finance Limited100%100%Finance

Infratil Infrastructure Property Limited100%100%Property

New Zealand Bus Limited-100%Public transport

Snapper Services Limited-100%Technology

Swift Transport Limited 100%100%Investment

Tilt Renewables Limited65.6%65.3%Electricity generation

Trustpower Limited51.0%51.0%Electricity generation and utility retailer

Wellington International Airport Limited66.0%66.0%Airport

Australia

Perth Energy Pty Limited-80.0%Electricity retailer

Western Energy Pty Limited-80.0%Electricity generation

Associates

New Zealand

Vodafone New Zealand Limited4 9.9 %-Telecommunications

Australia

CDC Group Holdings Pty Ltd48.2%48.2%Data Centre

Cullinan Holding Trust-50.0%Purpose Built Student Accommodation

RA (Holdings) 2014 Pty Limited50.0%50.0%Retirement Living

United States

Longroad Energy Holdings, LLC

(31 December year end)40.0%40.0%Renewable Energy Development

Europe

Galileo Green Energy, LLC40.0%-Renewable Energy Development

81
9 Discontinued operations

Summary of results of discontinued operationsNote

2020

$Millions

2019

$Millions

ANU Student Accommodation9.1 66.6 12.7

NZ Bus9.2 (69.2)(30.8)

Perth Energy9.3 (19.4)14.2

Snapper Services9.4 (2.6)(8.1)

Net surplus from discontinued operations after tax(24.6)(12.0)

9.1 ANU Student Accommodation

On 21 May 2019 the Group announced a sale of its 50% interest in the Australian National University’s PBSA concession to funds

controlled by AMP Capital had completed. Infratil received cash proceeds of A$162.1 million, as well as shareholder loan interest and

distributions of A$4.8 million in the period from 1 April 2019 to completion. The investment was classified as held for sale at 31 March

2019 and is reported in the consolidated financial statements as a discontinued operation. Financial information relating to the

discontinued operation for the period to the date of disposal is set out below.

2020

$Millions

2019

$Millions

Carrying value at 1 April

108.2 96.1

Acquisition of shares - 4.1

Shareholder loan - 5.0

Total capital contributions during the year - 9. 1

Interest on shareholder loan (including accruals)0.5 3.8

Share of associate’s surplus/(loss) before income tax - 8.9

Share of associate’s income tax (expense) - -

Total share of associate’s earnings during the year0.5 12.7

less: Distributions received(3.5)(5.2)

less: Shareholder loan repayments including interest(57.6)(1.7)

less: Capital returned(49.4) -

Foreign exchange movements recognised in other comprehensive income1.8 (2.8)

Carrying value of investment in associate - 108.2

The net gain on the sale is calculated as follows:

Gross sale proceeds172.2 -

Carrying amount of assets and liabilities as at the date of sale104.1 -

Gain on sale before cost of disposal68.1 -

Cost of disposal(2.0)-

Net gain on sale66.1 -

Net surplus from discontinued operation after tax66.612.7

Basic and diluted earnings per share (cents per share)10.42.3

The profit from the discontinued operation is attributable entirely to the owners of the Company.

Cash flows from/(used in) discontinued operation

Net cash from operating activities4.0 6.9

Net cash from/(used in) investing activities169.7 (9.1)

Net cash from/(used in) financing activities - -

Net cash flows for the year173.7 (2.2)

There was no cumulative income recognised in other comprehensive income relating to ANU Student Accommodation at 31 March

2020 (31 March 2019: -$2.4 million).

82
9.2 NZ Bus

On 2 September 2019 the Group announced that the sale of its NZ Bus business to funds controlled by Next Capital had been

completed. The final consideration after post-completion adjustments for working capital, capital expenditure, and an earnout

mechanism is yet to be finalised. Upfront cash proceeds of approximately $93 million have been received. The balance (after the

post-completion adjustments and earnout) will be paid in cash and a vendor loan once post completion activities are finalised.

Gross sale proceeds have been recognised based on upfront proceeds and an estimate of final proceeds based on the contractual

price floor. Contingent sales proceeds above the contractual price floor do not meet the requirements for recognition as at 31 March

2020. The investment was classified as held for sale at 31 March 2019 and is reported in the financial statements as a discontinued

operation. Financial information relating to the discontinued operation for the period to the date of disposal is set out below.

2020

$Millions

2019

$Millions

Results of discontinued operation

Revenue76.1 184.2

Operating expenses70.2 166.8

Results from operating activities5.9 17.4

Depreciation & amortisation of intangibles(7.1)(21.1)

Net realisations, revaluations, (impairments)0.2 (29.2)

Net financing expense - (0.2)

Net surplus/(loss) before tax(1.0)(33.1)

Taxation (expense)/credit0.6 2.3

Net surplus/(loss) after tax(0.4)(30.8)

The net loss on the sale is calculated as follows:

Gross sale proceeds98.5 -

Carrying amount of assets and liabilities as at the date of sale166.9 -

Loss on sale before cost of disposal(68.4) -

Cost of disposal(0.4) -

Net loss on sale(68.8) -

Net loss from discontinued operation after tax(69.2)(30.8)

Basic and diluted earnings per share (cents per share)(10.8)(5.5)

The loss from the discontinued operation is attributable entirely to the owners of the Company.

Cash flows from/(used in) discontinued operation

Net cash from/(used in) operating activities(0.1)2.6

Net cash from/(used in) investing activities92.9 2.8

Net cash from/(used in) financing activities - -

Net cash flows for the year92.8 5.4

There was no cumulative income recognised in other comprehensive income relating to NZ Bus at 31 March 2020 (31 March 2019: nil).

83
9.3 Perth Energy

On 2 September 2019 Infratil announced that the sale of Perth Energy to AGL Energy Limited had been completed. Infratil received

cash proceeds of A$56.7 million for its 80% shareholding. Additional final sales proceeds may be received contingent on certain

outcomes but do not meet the requirements for recognition as at 31 March 2020. The investment was classified as held for sale at

31 March 2019 and is reported in the consolidated financial statements as a discontinued operation. Financial information relating to

the discontinued operation for the period to the date of disposal is set out below.

2020

$Millions

2019

$Millions

Results of discontinued operation

Revenue114.2 2 6 9.9

Operating expenses102.1 234.0

Results from operating activities12.1 35.9

Depreciation & amortisation of intangibles(2.6)(6.0)

Net realisations, revaluations, (impairments) - -

Net financing expense(1.1)(2.1)

Net surplus/(loss) before tax8.4 2 7. 8

Taxation (expense)/credit(4.9)(13.6)

Net surplus/(loss) after tax3.5 14.2

The net loss on the sale is calculated as follows:

Gross sale proceeds6 7. 4 -

Carrying amount of assets and liabilities as at the date of sale89.6 -

Loss on sale before cost of disposal(22.2) -

Cost of disposal(0.7) -

Net loss on sale(22.9) -

Net loss from discontinued operation after tax(19.4)14.2

Basic and diluted earnings per share (cents per share)(3.0)2.5

The loss from the discontinued operation is attributable entirely to the owners of the Company.

Cash flows from/(used in) discontinued operation

Net cash from/(used in) operating activities3.5 11.9

Net cash from/(used in) investing activities6 7. 2 (0.4)

Net cash from/(used in) financing activities(2.3)(4.5)

Net cash flows for the year68.4 7. 0

There was no cumulative income recognised in other comprehensive income relating to Perth Energy at 31 March 2020 (31 March 2019:

$5.1 million).

9.4 Snapper Services

On 31 May 2019, Infratil announced that it had completed the sale of Snapper Services to Allectus Capital for nominal consideration.

The investment was classified as held for sale at 31 March 2019 and is presented in the consolidated financial statements as a

discontinued operation.

84
10 Revenue

2020

$Millions

2019

$Millions

Electricity940.2 1,026.2

Gas2 9.9 29.2

Telecommunications98.1 87.7

Aircraft movement and terminal charges80.8 81.5

Hotel and other trading activities3 9. 130.5

Revenue allocated to customer incentives2 7. 9 21.5

Other65.356.6

Total operating revenue1,281.31,333.2

Revenue Recognition Policies

The nature and timing of the various performance obligations in the Group’s contracts with customers and property leases and when

revenue is recognised is outlined below:

Description of performance obligationsTiming and satisfaction of performance obligations

Electricity and Gas - Sales to customers

Revenue received or receivable from the sale of electricity and

gas to mass market, commercial and industrial customers by

Trustpower.

Where Trustpower provides a bundle of services (such as

electricity and telecommunications) to a customer and a


discount is provided for one of those services, the discount is

allocated to each distinct performance obligation based on

the relative standalone selling price of those services.

Where a discount is offered for prompt payment, revenue is

initially recognised net of estimated discount based on

accumulated experience used to estimate the quantum of

discounts extended to customers.

Revenue is recognised at the point in time of supply and

customer consumption. Customer consumption of electricity

and gas is measured and billed by calendar month for half

hourly metered customers and in line with meter reading

schedules for non-half hourly metered customers. Accordingly,

revenues from electricity and gas sales include an estimated

accrual for units sold but not billed at the end of the reporting

period for non-half hourly metered customers.

Electricity - Generation

This category includes revenue from the sale of electricity

generated from Tilt Renewables' wind farms and Generation and

sale of Large-scale Generation Certificates ('LGC's') in Australia.

Generation revenue is recognised when control has transferred

to the customer. This takes place when the amount of revenue

can be reliably measured, upon satisfaction of contractually

binding performance obligations.

Telecommunications

This category comprises Trustpower’s revenue from the sale


of broadband, mobile and other telecommunications services.

Where Trustpower provides a bundle of services (such as

electricity and telecommunications) to a customer and a


discount is provided for one of those services, the discount is

allocated to each distinct performance obligation based on

the relative standalone selling price of those services.

Where a discount is offered for prompt payment, revenue is

initially recognised net of estimated discount based on

accumulated experience used to estimate the quantum of

discounts extended to customers.

Revenue is recognised at the point in time of supply and

customer consumption. Generally billed and paid on a monthly

billing cycle.

85
Description of performance obligationsTiming and satisfaction of performance obligations

Aircraft movement and terminal charges

Aircraft movement and terminal charges consists of Wellington

International Airport's airfield income, passenger service charges

and terminal service charges.

Airfield income consists of landing charges and aircraft parking

charges.

Landing charges and aircraft parking charges are paid by


the airlines and recognised as revenue at the point in time the

airport facilities are used by the arriving or departing aircraft.

Passenger services charges and terminal service charges

relating to arriving, departing and transiting passengers are

paid by the airlines and recognised as revenue at the point in

time when the passenger travels or the airport facilities are

used.

Hotel and other trading activities

Hotel and other trading activities includes Wellington International

Airport's hotel and access to the airport’s car parking facilities.

Revenue from car parking is recognised at the point in time

where the utilisation of car parking facilities has been

completed. Revenue from the hotel is recognised at the point

in time the service is delivered.

Revenue allocated to customer incentives

Trustpower offers new customers goods, including appliances


and modems, as an incentive to enter into a contract for

electricity and telecommunications services. These incentives

are considered performance obligations in their own right and

a proportion of the revenue expected to be received over the

contract period is allocated to these physical goods

proportionately to their standalone selling price.

Revenue allocated to customer incentives is recognised upon

delivery of the goods and a capitalised customer acquisition

cost asset is recorded in the statement of financial position. As

the customer is invoiced for electricity and telecommunications

services over the life of the contract, a portion of this invoiced

revenue is allocated to the capitalised customer acquisition

cost asset, thereby reducing this asset to zero over the course

of the contract term.

Other revenue includes Wellington International Airport's retail concession fees and rental income. Retail concession fees are recognised

as revenue based upon passenger throughput or the turnover of the concessionaires and in accordance with the related agreements.

Rental income is recognised as revenue on a straight-line basis over the term of the leases on leases where the group is the lessor.

11 Net realisations, revaluations and impairments

2020

$Millions

2019

$Millions

Impairment of assets

(14.0)(10.9)

Gain on sale of metering business

16.4 -

Gain on sale of Snowtown 2

511.5 -

Investment property revaluation

(3.2)4.8

Other realisations, revaluations and impairments

(0.1)6.7

Net realisations, revaluations and impairments510.7 0.6

On 5 December 2019 Tilt Renewables entered into an agreement to sell the 270 MW Snowtown 2 wind farm to an entity wholly-owned

by funds managed by Palisade Investment Partners Limited and First State Super. Tilt Renewables recorded a net gain on sale of

A$486.0 million (NZ$511.5 million) as a result of the transaction.

86
12 Other operating expenses

Note

2020

$Millions

2019

$Millions

Trading operations

Energy and wholesale costs2 0 7. 1234.6

Line, distribution and network costs280.7 284.5

Generation production & development costs45.5 46.5

Other energy business costs126.5 123.1

Telecommunications cost of sales63.3 54.4

Airport business costs2 7. 5 24.0

Bad debts written off3.6 2.0

Increase in provision for expected credit loss 22.1 3.2 0.4

Directors’ fees25 3.3 3.2

Administration and other corporate costs5.4 6.7

Management fee (to related party Morrison & Co Infrastructure Management)26 37.3 24.1

International Portfolio incentive fee28 125.0 102.6

Donations1.0 0.9

Total other operating expenses929.4907.0

Fees paid to auditors (including fees paid by associates)

2020

Fees paid to the

Group auditor

$000’s

2020


Audit fees paid

to other auditors


$000’s

2020

Total

$000’s

2019

Fees paid to the

Group auditor

$000’s

2019

Audit fees paid

to other auditors


$000’s

2019

Total

$000’s

Audit and review of financial statements299.3 800.5 1,099.9 317.4 882.9 1,200.3

Regulatory audit work32.0 - 32.0 32.0 - 32.0

Other assurance services114.5 - 114.5 - - -

Taxation services58.1 - 58.1 99.6 - 99.6

Other services122.1 - 122.1103.0 - 103.0

626.0800.5 1,426.6552.0 882.9 1,434.9

Fees paid to the Group auditor by

associates (recognised through share


of associate earnings)621.81,101.5 1,723.3472.5 - 472.5

Total fees paid to the Group auditor1,247.81,902.0 3,149.81,024.5 882.9 1,907.4

The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.

Regulatory audit work consists of the audit of regulatory disclosures. Other assurance services comprise of agreed upon procedures

and audit of compliance reports. Tax services relate to tax compliance work and tax advisory services provided to a subsidiary of the

group. Other services primarily relate to due diligence work undertaken.

87
13 Taxation

13.1 Tax Reconciliation

2020

$Millions

2019

$Millions

Net surplus before taxation from continuing operations523.2 136.4

Taxation on the surplus for the year @ 28%146.5 38.2

Plus/(less) taxation adjustments:

Effect of tax rates in foreign jurisdictions9. 6 (0.1)

Net benefit of imputation credits - -

Timing differences not recognised(3.1)(1.0)

Tax losses not recognised/(utilised)6.230.1

Effect of equity accounted earnings of associates(2.1)0.6

Recognition of previously unrecognised deferred tax(20.8)(1.2)

(Over)/under provision in prior periods(6.1)0.9

Net investment realisations(148.8)(0.4)

Other permanent differences33.04.9

Taxation expense14.4 72.0

Current taxation 35.1 52.4

Deferred taxation (20.7)19.6

Tax on discontinued operations4.3 11.4

88
13.2 Income tax recognised in other comprehensive income

2020

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

Differences arising on translation of foreign operations(17.8)0.3(17.5)

Realisations on disposal of subsidiary, reclassified to profit and loss(22.5) - (22.5)

Net change in fair value of available for sale financial assets(0.5)(0.5)(1.0)

Ineffective portion of hedges taken to profit and loss - - -

Effective portion of changes in fair value of cash flow hedges(75.0)21.0(54.0)

Fair value movements in relation to executive share scheme5.1 (6.0)(0.9)

Net change in fair value of property, plant & equipment recognised in equity 63.3(16.8)46.5

Share of associates other comprehensive income(21.3) - (21.3)

Balance at the end of the year(68.7)(2.0)(70.7)

2019

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

Differences arising on translation of foreign operations(18.9)(2.8)(21.7)

Realisations on disposal of subsidiary, reclassified to profit and loss - - -

Net change in fair value of available for sale financial assets2.6 - 2.6

Ineffective portion of hedges taken to profit and loss - - -

Effective portion of changes in fair value of cash flow hedges5.9 (0.8)5.1

Fair value movements in relation to executive share scheme(0.1)0.7 0.6

Net change in fair value of property, plant & equipment recognised in equity (283.6)69.1 (214.5)

Share of associates other comprehensive income(11.6) - (11.6)

Balance at the end of the year(305.7)66.2 (239.5)

13.3 Deferred tax

Deferred tax assets and liabilities are offset on the Statement of Financial Position where they relate to entities with a legally

enforceable right to offset tax.

2020

$Millions

2019

$Millions

Balance at the beginning of the year(442.5)(505.1)

Charge for the year20.7(19.6)

Charge relating to discontinued operations - (14.7)

Deferred tax recognised in equity(1.4)66.2

Disposal of Snowtown 2102.0-

Adjustment on initial application of IFRS 15 - (8.1)

Effect of movements in foreign exchange rates(0.6)1.7

Tax losses recognised7. 2 9.9

Transfers to liabilities classified as held for sale - 2 7. 2

Balance at the end of the year(314.6)(442.5)

The Infratil New Zealand Group is forecasting to derive taxable profits in future periods, sufficient to utilise the tax losses carried forward

and deductible temporary differences. As a result deferred tax assets and liabilities have been recognised where they arise, including

deferred tax on tax losses carried forward.

89
13.4 Recognised deferred tax assets and liabilities

Assets

$Millions

Liabilities

$Millions

Net

$Millions

31 March 2020

Property, plant and equipment - (372.5)(372.5)

Investment property - (4.3)(4.3)

Derivative financial instruments46.7 - 46.7

Employee benefits5.4 - 5.4

Customer base assets - (2.4)(2.4)

Provisions1.3 - 1.3

Tax losses carried forward38.8 - 38.8

Other items(2.4)(25.2)(27.6)

To ta l89.8 (404.4)(314.6)

31 March 2019

Property, plant and equipment - (442.4)(442.4)

Investment property - (14.9)(14.9)

Derivative financial instruments8.2 (6.7)1.5

Employee benefits5.8 - 5.8

Customer base assets - (2.9)(2.9)

Provisions0.8 -0.8

Tax losses carried forward42.2 - 42.2

Other items-(32.6)(32.6)

To ta l57.0 (499.5)(442.5)

13.5 Changes in temporary differences affecting tax expense

Tax expenseOther comprehensive income

2020

$Millions

2019


$Millions

2020

$Millions

2019

$Millions

Property, plant and equipment24.29.9 45.0 69.1

Investment property10.6(1.5) - -

Derivative financial instruments(5.9)0.6 52.0 (0.8)

Employee benefits0.11.3 (0.5)0.7

Customer base assets0.40.9 - -

Provisions0.50.1 - -

Tax losses carried forward(10.6)(24.9) - -

Other items1.4(6.0)3.6 (2.8)

20.7(19.6)100.1 66.2

13.6 Imputation credits available to be used by Infratil Limited

2020

$Millions

2019

$Millions

Balance at the end of the year9.9 1.7

Imputation credits that will arise on the payment/(refund) of tax provided for

- -

Imputation credits that will arise on the (payment)/receipt of dividends accrued at year end - -

Imputation credits available for use9.9 1.7

90
14 Property, plant and equipment

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Metering

$Millions

Generation

plant

(renewable)

$Millions

Generation


plant (non-

renewable)

$Millions

To ta l

$Millions

2020

Cost or valuation

Balance at beginning of year585.6 551.7 132.4 169.2 6 7. 6 2,961.1 - 4,467.6

Additions0.4 - - 520.7 - - - 521.1

Capitalised interest and financing costs - - - - - - - -

Disposals - - (14.4) - (69.5)(623.7) - (707.6)

Impairment - (4.4) - (3.6) - (5.6) - (13.6)

Revaluation (12.1)14.7 - - - (5.1) - (2.5)

Transfers between categories24.4 12.6 18.3 (79.6)1.9 22.0 - (0.4)

Transfers to assets classified as held for sale - - - - - - - -

Transfer to right of use assets on transition


to NZ IFRS 16 - - - - - (23.8) - (23.8)

Transfers to intangible assets - - - (0.5) - - - (0.5)

Transfers from/(to) investment properties(16.4)(4.9) - (32.4) - - - (53.7)

Effect of movements in foreign exchange rates - - (0.3)(9.4) - (0.9) - (10.6)

Balance at end of year581.9 569.7 136.0 564.4 - 2,324.0 - 4,176.0

Accumulated depreciation

Balance at beginning of year22.8 13.7 86.5 - 67.0 76.1 - 266.1

Depreciation for the year8.0 14.3 14.1 - 0.8 84.5 - 121.7

Transfer to investment properties - (0.7) - - - - - (0.7)

Revaluation (30.8) - - - - (16.3) - (47.1)

Disposals - - (13.2) - (67.8)(39.8) - (120.8)

Transfers to assets classified as held for sale - - - - - - - -

Transfer to right of use assets on transition


to NZ IFRS 16 - - - - - (0.7) - (0.7)

Effect of movements in foreign exchange rates - - (0.1) - - (0.6) - (0.7)

Balance at end of year - 27.3 87.3 - - 103.2 - 217.8

Carrying value at 31 March 2020581.9542.448.7564.4 -2,220.8-3,958.2

Additions to capital work in progress primarily relate to the construction costs associated with the Dundonnell Wind Farm project in

Australia and the Waipipi Wind Farm project in New Zealand. Included within Impairment is a $4.4 million reduction in the Wellington

International Airport hotel, $5.6 million relating to the valuation of Trustpower’s generation assets, $2.3 million relating to a generation

project and $1.3 million relating to costs superseded as part of a runway and seawall strengthening works project.

Readers should pay attention to the sensitivity analysis included in this note which shows the impact on revalued assets should key

valuation inputs differ from that assumed by the valuer.

91
Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Metering

$Millions

Generation

plant

(renewable)

$Millions

Generation


plant (non-

renewable)

$Millions

To ta l

$Millions

2019

Cost or valuation

Balance at beginning of year543.1 449.4 533.2 255.1 69.4 3,301.5 99.9 5,251.6

Additions - 0.1 43.6 207.2 - 48.2 0.3 299.4

Capitalised interest and financing costs - - - - - - - -

Disposals(5.3)(1.5)(27.7) - (0.7)(4.0)(0.3)(39.5)

Impairment - - (30.4)(1.6) - - - (32.0)

Revaluation 14.0 - - - - (460.9)4.8 (442.1)

Transfers between categories33.8 112.6 27.9 (284.0)(1.1)110.8 - -

Transfers to assets classified as held for sale - (8.9)(413.9)(6.0) - - (105.6)(534.4)

Transfers to intangible assets - - - - - - - -

Transfers from/(to) investment properties - - - - - - - -

Effect of movements in foreign exchange rates - - (0.3)(1.5) - (34.5)0.9 (35.4)

Balance at end of year

585.6 551.7 132.4169.2 67.6 2,961.1 -4,467.6

Accumulated depreciation

Balance at beginning of year15.3 2.9 329.5 - 63.4 117.6 - 528.7

Depreciation for the year7.5 12.4 35.3 - 4.3 105.2 5.3 170.0

Transfer to investment properties - - - - - - - -

Revaluation - - (0.1) - - (145.1)(5.3)(150.5)

Disposals - (0.3)(25.7) - (0.7)(1.3) - (28.0)

Transfers to assets classified as held for sale - (1.3)(252.4) - - - - (253.7)

Effect of movements in foreign exchange rates - - (0.1) - - (0.3) - (0.4)

Balance at end of year22.8 13.7 86.5 - 67.0 76.1 - 266.1

Carrying value at 31 March 2019562.8 538.0 45.9 169.2 0.6 2,885.0 -4,201.5

Trustpower generation property, plant and equipment

Trustpower's generation assets include land and buildings which are not separately identifiable from other generation assets.

Generation assets were independently revalued, using a discounted cash flow methodology, as at 31 March 2020, to their estimated

market value as assessed by Deloitte Corporate Finance.

The valuation of Trustpower’s generation assets is sensitive to the inputs used in the discounted cash flow valuation model. A sensitivity

analysis of key inputs is given in the table below. The valuation is based on a combination of values that are generally at the midpoint

of the range. The valuation impact is calculated as the movement in the fair value as a result of the change in the respective

assumptions and while keeping all other valuation inputs constant.

Generation RenewableLowHighValuation impact

New Zealand Assets

Forward electricity price pathDecreasing in real terms from

$100/MWh to $76/MWh by

2024. Thereafter held constant.

Decreasing in real terms from

$100/MWh to $86/MWh by

2024. Thereafter held constant.

-/+ $250.0m

Generation volume1,668 GWh2,205 GWh-/+ $370.0m

Avoided Cost of Transmission70% reduction in revenue from

2025

30% reduction in revenue from

2025

- $62.0m /


+ $18.0m

Operating costs$60.0 million p.a.$73.0 million p.a.-/+ $123.0m

Weighted average cost of capital6.50%7.50%+ $196.0m /


- $160.0m

92
Tilt Renewables generation property, plant and equipment

The valuation of Tilt Renewables generation assets is sensitive to the inputs used in the discounted cash flow valuation model.

A sensitivity analysis around some key inputs is given in the table below. The valuation is based on a combination of values that are

generally at the midpoint of the range. The valuation impact is calculated as the movement in the fair value as a result of the change

in the assumption and keeping all other valuation inputs constant. In addition to the tests below, a separate sensitivity analysis has

been conducted to assess the impact of varying future cash flows for increases or decreases of up to 10% in market prices (including

New Zealand market prices beyond the fixed price period to March 2025). None of these tests resulted in an impairment of the fair

value of generation, property, plant and equipment.

Generation RenewableLowHighValuation impact

New Zealand Assets

Generation volume10% reduction in future

production

10% increase in future

production

-/+ $22.5m

Operating costs10% increase in future


operating expenditure

10% decrease in future

operating expenditure

-/+ $9.6m

Weighted average cost of capital 6.50% 7.5%- $5.4m /


+ $6.6m

Australian Assets

Forward electricity price path

(including renewable energy credits)

10% reduction in future


electricity pricing

10% increase in future

electricity pricing

-/+ A$33.8m

Generation volume10% reduction in future

production

10% increase in future production -/+ A$29.4m

Operating costs10% increase in future


operating expenditure

10% decrease in future

operating expenditure

-/+ $11.3m

Weighted average cost of capital6.13%7.13%- A$9.3m /


+ A$9.9m

Wellington International Airport property, plant and equipment

At 31 March 2020, the Group made an assessment of whether the carrying amounts of Wellington International Airport's ('WIAL')

property, plant and equipment differed materially from fair value. This assessment considered changes in significant inputs since the

last revaluation, movements in the capital goods price index and changes in valuations of investment property as an indicator of

property, plant and equipment.

Due to COVID-19, there is uncertainty around forecast domestic and international air travel and consequently uncertainty relating to

WIAL's forecast cash flows. WIAL has forecast a significant reduction in passenger numbers for the year ending 31 March 2021 and a

slow recovery back to pre-COVID-19 levels occurring in the year ended 31 March 2023. These passenger forecasts are based on the

information available to the Group at the time of preparing these financial statements and were arrived at with reference to various

data sources including airlines, the International Air Transport Association ('IATA') and travel and tourism bodies.

WIAL's estimates of passengers, recovery and growth rates remain uncertain and dependent on a number of factors with respect to

COVID-19 including timing of New Zealand moving into lower alert levels, any remaining restrictions on domestic travel, border controls

for international travel, public demand and behaviour with respect to travel and airline scheduling. Material changes in any of these

factors might have a material impact on the estimates of income and cashflows used in the valuations and fair value assessments at


31 March 2020. In addition, the longer-term effects of COVID-19 on WIAL’s business remain uncertain and the potential impacts of the

pandemic continue to evolve rapidly.

Due to the uncertainties resulting from the COVID-19 pandemic, the assessment of fair value of land and buildings by Savills (NZ)

Limited and the valuation of the hotel business assets by Jones Lang LaSalle have been reported by both valuers on the basis of

"material valuation uncertainty as defined by RICS (the Royal Institution of Chartered Surveyors)". Savills (NZ) Limited and Jones Lang

LaSalle both noted in their valuation reports that as a consequence of this material valuation uncertainty, "less certainty and a higher

degree of caution" should be attached to the work undertaken.

93
The following tables summarise the significant valuation techniques and inputs used by valuers to arrive at the fair value for Wellington

International Airport’s property, plant and equipment.

Asset classification and description

Valuation

approachKey valuation assumptions

+/- 5%

Valuation impact

Land

Aeronautical land - used for airport activities and

specialised aeronautical assets.

Market Value

for Existing


Use ('MVEU')

Rate per hectare$1.86 million per

hectare

+/- $10.0m

Non-aeronautical land - used for non-aeronautical

purposes e.g. industrial, service, retail, residential

and land associated with the vehicle business.

Developer’s WACC rate10.4%

+/- $7.4m

Holding period6 years

+/- $11.1m

Valued at 31 March 2018 by Savills (NZ) Limited,

registered valuers, at $333.1 million.

Civil

Civil works includes sea protection and site

services, excluding such site services to the extent

that they would otherwise create duplication of

value.

Optimised

Depreciated

Replacement

Cost ('ODRC')

Average cost rates

including concrete,

asphalt, base course


and foundations

Concrete $887

Asphalt $989

Basecourse $127

Foundations $20

+/- $9.5m

Estimated remaining

useful life

Average remaining


useful life 30 years

+/- $9.5wm

Valued at 31 March 2020 by Opus International

Consultants Limited at $190.4 million.

Buildings

Specialised buildings used for identified airport

activities.

Optimised

Depreciated

Replacement

Cost ('ODRC')

Modern equivalent


asset rate (per

square metre)

$5,567

+/- $13.0m

Non-specialised buildings used for purposes other

than for identified airport activities, including

space allocated within the main terminal building

for retail activities, offices and storage.

$1,711

+/- $0.4m

Vehicle business assets associated with car

parking and taxi, shuttle and bus services

(excluding land and civil).

Discounted

Cash flows

('DCF') and

Capitalisation

Rate

Revenue growth

Cost growth

Discount rate

Capitalisation rate

3.00%

3.00%

12.00%

9.00%

+/- $0.8m

+/- $0.1m

+/- $6.6m

+/- $9.0m

All buildings (excluding hotel business assets) valued at 31 March 2018 by Savills (NZ) Limited, registered valuers, at $423.4 million.


The decrease in the carrying value of the vehicle business assets is primarily due to a forecast reduction in short term cashflows due

to fewer passengers and vehicle business customers.

Hotel business assetsDiscounted

Cash flows


('DCF') and

Capitalisation

Rate

Capitalisation rate6.50%

+/- $1.4m

Discount rate8.25%

+/- $0.7m

94
Effect of level 3 fair value measurements on profit or loss and other comprehensive income

The following table summarises for property, plant and equipment measured at fair value, classified as level 3 in the fair value hierarchy,

the effect of the fair value movements on profit or loss and other comprehensive income for the year.

2020

Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

Total

$Millions

Generation Plant (renewable)(5.6)11.2 5.6

Generation Plant (non-renewable) - - -

Land and civil works - 18.7 18.7

Buildings(4.4)14.7 10.3

(10.0)44.6 34.6

2019

Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

Total

$Millions

Generation Plant (renewable)(10.6)(231.6)(242.2)

Generation Plant (non-renewable)

- 6.2 6.2

Land and civil works - 14.0 14.0

Buildings - - -

(10.6)(211.4)(222.0)

There were no transfers between property, plant and equipment assets classified as level 1 or level 2, and level 3 of the fair value

hierarchy during the year ended 31 March 2020 (2019: none).

Revalued assets at deemed cost

For each revalued class the carrying amount that would have been recognised had the assets been carried on a historical cost basis are

as follows:

2020

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Generation Plant (renewable)678.9 - (107.4)571.5

Generation Plant (non-renewable) - - - -

Land and civil works285.5 24.4 (55.2)254.7

Buildings409.3 12.5 (101.4)320.4

1,373.7 36.9 (264.0)1,146.6

2019

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Generation Plant (renewable)1,231.2 - (469.7)761.5

Generation Plant (non-renewable)123.6 - (47.9)75.7

Land and civil works252.4 33.8 (50.8)235.4

Buildings296.8 112.5 (92.2)317.1

1,904.0 146.3 (660.6)1,389.7

95
15 Investment properties

2020

Owned

property

$Millions

Right of use

assets


$Millions

Total

$Millions

Balance at beginning of year86.5 - 86.5

Adoption of NZ IFRS 16 - 80.5 80.5

Additions25.2 1.7 26.9

Transfers from/(to) property, plant and equipment53.0 - 53.0

Investment properties revaluation net increase19.8 - 19.8

Balance at end of year184.5 82.2 266.7

2019

Owned

property

$Millions

Right of use

assets


$Millions

Total

$Millions

Balance at beginning of year81.9 - 81.9

Additions - - -

Transfers from/(to) property, plant and equipment - - -

Investment properties revaluation net increase4.6 - 4.6

Balance at end of year86.5 - 86.5

Where a lease pertains to property held to earn rental income, the right of use asset is included within Investment properties and is

measured at fair value. Rental income from investment properties of $10.8 million was recognised in profit or loss during the year


(2019: $10.6 million). Direct operating expenses arising from investment properties of $1.4 million were also recognised in profit or loss

during the year (2019: $0.9 million).

Wellington International Airport's investment property was valued at 31 March 2020 by Jones Lang LaSalle, registered valuers,


at $81.2 million (2019: $86.5 million).

Following the sale of NZ Bus, property leased by Infratil Infrastructure Property Limited ('IIPL') to NZ Bus was transferred at historic cost

from property, plant and equipment to investment properties and measured at fair value. IIPL's investment property was valued at


31 March 2020 by Jones Lang LaSalle, registered valuers, at $49.5 million (2019: held at historic cost as property, plant and equipment).

Also included in investment properties is $53.8 million of capital work in progress (2019: $11.0 million).

Due to the uncertainties resulting from the COVID-19 pandemic, all investment property valuations at 31 March 2020 were concluded


on the basis of 'material valuation uncertainty' as defined by the Royal Institution of Chartered Surveyors ('RICS'). Consequently, less

certainty and a higher degree of caution should be attached to these valuations at 31 March 2020.

16 Leases

16.1 Right of use assets

Right of use assets related to leased properties that do not meet the definition of investment properties are summarised below. Land

and buildings right of use assets include land held under ground leases and rental of a variety of office space. Generation right of use

assets comprise leases of transmission lines at the Salt Creek and Dundonnell Wind Farms by Tilt Renewables.

2020

Land and

Buildings

$Millions

Generation


Assets

$Millions

Plant and


equipment

$Millions

To ta l


$Millions

Cost

Balance at beginning of year - - - -

Adoption of NZ IFRS 1654.6 22.5 2.0 79.1

Additions - 94.0 10.2 104.2

Disposals(8.8) - - (8.8)

Remeasurements - - - -

Effect of movements in exchange rates(0.2)(2.7) - (2.9)

Balance at end of year45.6 113.8 12.2 171.6

96
2020

Land and

Buildings

$Millions

Generation


Assets

$Millions

Plant and


equipment

$Millions

To ta l


$Millions

Accumulated depreciation

Balance at beginning of year - - - -

Depreciation for the year4.3 1.3 4.8 10.4

Effect of movements in exchange rates - - - -

Balance at end of year4.3 1.3 4.8 10.4

Carrying value at 31 March 202041.3 112.5 7.4 161.2

16.2 Lease liabilities

2020

$Millions

Maturity analysis - contractual undiscounted cash flows

Between 0 to 1 year

24.4

Between 1 to 2 years

31.7

Between 2 to 5 years

58.9

More than 5 years514.6

Total undiscounted lease liabilities629.6

2020

$Millions

Lease liabilities included in the statement of financial position

Split as follows:

Current

21.8

Non-current225.1

246.9

2020

$Millions

Amounts recognised in the consolidated statement of comprehensive income

Interest on lease liabilities

10.8

Variable lease payments not included in the measurement of lease liabilities

2.4

Expenses relating to short-term leases0.7

Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets0.3

The weighted average incremental borrowing cost applied to lease liabilities at 1 April 2019 was 4.93%. Total cash outflow for leases for

the year ended 31 March 2020 was $17.1 million.

16.3 Leases as a lessor

The Group has receivables from operating leases relating to the lease of premises. The following table sets out a maturity analysis of

lease payments, showing the undiscounted lease payments to be received after the reporting date.

2020

$Millions

2019

$Millions

Operating lease receivables as lessor

Between 0 to 1 year

30.6 19.3

Between 1 to 2 years

25.8 17.1

Between 2 to 5 years

40.8 32.3

More than 5 years60.0 5.5

Total undiscounted lease payments157.2 74.2

97
17 Goodwill

2020

$Millions

2019

$Millions

The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:

Trustpower79.4 79.4

Tilt Renewables33.7 33.7

113.1 113.1

There were no movements in the carrying amount of goodwill during the year (2019: $4.2 million was transferred to disposal group


assets classified as held for sale).

The carrying value of goodwill is subject to an annual impairment test to ensure the carrying value does not exceed the recoverable

amount at balance date. In determining whether there are any indicators of impairment the fair value of the Company's investments in

Trustpower and Tilt Renewables are assessed with reference to the market share price quoted on the NZX at each reporting date.

As at 31 March 2020 there were no indicators of impairment (31 March 2019: there were no indicators of impairment).

18 Loans and borrowings

This note provides information about the contractual terms of the Group's interest bearing loans and borrowings.

2020

$Millions

2019

$Millions

Current liabilities

Unsecured bank loans118.0 97.7

Secured bank facilities19.8 201.9

less: Loan establishment costs capitalised and amortised over term(3.1)(4.3)

134.7 295.3

Non-current liabilities

Unsecured bank loans460.7 200.2

Secured bank facilities384.0 505.3

less: Loan establishment costs capitalised and amortised over term(9.7)(8.7)

835.0 696.8

Facilities utilised at reporting date

Unsecured bank loans578.7 298.0

Unsecured guarantees - -

Secured bank loans403.8 707.0

Secured guarantees162.2 129.5

Facilities not utilised at reporting date

Unsecured bank loans514.5 664.4

Unsecured guarantees - -

Secured bank loans303.6 255.8

Secured guarantees57.6 85.7

Interest bearing loans and borrowings -

current134.7 295.3

Interest bearing loans and borrowings -

non-current835.0 696.8

Total interest bearing loans and borrowings969.7 992.1

98
2020

$Millions

2019

$Millions

Maturity profile for bank facilities (excluding secured guarantees):

Between 0 to 1 year

220.0 379.9

Between 1 to 2 years

248.9 523.1

Between 2 to 5 years

1,118.4 741.9

Over 5 years213.3 280.3

Total bank facilities1,800.6 1,925.2

Financing arrangements

Infratil Finance Limited, a wholly owned subsidiary of the Company, has entered into bank facility arrangements with a negative pledge

agreement, which, with limited exceptions does not permit the Infratil Guaranteeing Group (‘IGG’) to grant any security over its assets.

The IGG comprises entities subject to a cross guarantee and comprises Infratil Limited, Infratil Finance Limited and certain other wholly

owned subsidiaries. The IGG does not incorporate the underlying assets of the Company’s non-wholly owned subsidiaries and

investments in associates. The IGG bank facilities also include restrictions over the sale or disposal of certain assets without bank

agreement. Liability under the cross guarantee is limited to the amount of debt drawn under the IGG facilities, plus any unpaid interest

and costs of recovery. At 31 March 2020 drawn debt and accrued interest under the IGG facilities was $355.3 million (31 March 2019:

$70.2 million) and undrawn IGG facilities totalled $268.0 million (2019: $278.0 million).

Infratil Energy New Zealand Limited (‘IENZ’), a wholly owned subsidiary of the Company, is not a member of the IGG and has granted


a security interest over assets with a carrying amount of $310.2 million (31 March 2019: $320.4 million) as part of its bank facility

arrangements. IENZ has total facilities of $125.0 million, of which $125.0 million was drawn as at 31 March 2020 (31 March 2019: nil).

The Group’s non-wholly owned subsidiaries also enter into bank facility arrangements. Amounts outstanding under these facilities are

included within loans and borrowings in the table above. Wellington International Airport and Trustpower facilities are both subject


to negative pledge arrangements, which with limited exceptions does not permit those entities to grant security over their respective

assets. Tilt Renewables borrows under syndicated bank debt facilities (both general and project specific) and has granted security over

its assets. All non-wholly owned subsidiary facilities are subject to restrictions over the sale or disposal of certain assets without bank

agreement. The various bank facilities across the Group require the relevant borrowing group to maintain certain levels of shareholder

funds and operate within defined performance and gearing ratios. Throughout the period the Group has complied with all debt

covenant requirements as imposed by the respective lenders.

Interest rates payable on bank loan facilities are floating rate determined by reference to prevailing money market rates at the time


of draw-down plus a margin. Interest rates paid during the year ranged from 1.45% to 4.10% (31 March 2019: 2.2% to 4.5%).

99
19 Infrastructure bonds

2020

$Millions

2019

$Millions

Balance at the beginning of the year1,127.6 994.4

Issued during the year316.4 246.2

Exchanged during the year(29.3)(51.1)

Matured during the year(119.7)(60.4)

Purchased by Infratil during the year - -

Bond issue costs capitalised during the year(4.2)(3.6)

Bond issue costs amortised during the year2.4 2.1

Balance at the end of the year1,293.2 1,127.6

Current - 148.9

Non-current fixed coupon 939.7 747.2

Non-current variable coupon121.6 -

Non-current perpetual variable coupon231.9 231.5

Balance at the end of the year1,293.2 1,127.6

Repayment terms and interest rates:

IFT200 maturing in November 2019, 6.75% p.a. fixed coupon rate - 68.5

IFT090 maturing in February 2020, 8.50% p.a. fixed coupon rate - 80.5

IFT220 maturing in June 2021, 4.90% p.a. fixed coupon rate93.9 93.9

IFT190 maturing in June 2022, 6.85% p.a. fixed coupon rate93.7 93.7

IFT240 maturing in December 2022, 5.65% p.a. fixed coupon rate100.0 100.0

IFT210 maturing in September 2023, 5.25% p.a. fixed coupon rate122.1 122.1

IFT230 maturing in June 2024, 5.50% p.a. fixed coupon rate56.1 56.1

IFT260 maturing in December 2024, 4.75% p.a. fixed coupon rate100.0 100.0

IFT250 maturing in June 2025, 6.15% p.a. fixed coupon rate43.4 43.4

IFT300 maturing in March 2026, 3.35% p.a. fixed coupon rate3 7. 0 -

IFT280 maturing in December 2026, 3.35% p.a. fixed coupon rate156.3 -

IFT270 maturing in December 2028, 4.85% p.a. fixed coupon rate until 15 December 2023146.2 146.2

IFTHC maturing in December 2029, 3.50% p.a. variable coupon rate123.2 -

IFTHA Perpetual Infratil infrastructure bonds231.9 231.9

less: Bond issue costs capitalised and amortised over term(10.6)(8.7)

Balance at the end of the year1,293.2 1,127.6

Fixed coupon

The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.

IFTHC bonds

The IFTHC bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the

period to 15 December 2020 the coupon is fixed at 3.50% per annum. Thereafter the rate will be reset annually at 2.50% per annum over

the then one year bank rate for quarterly payments

IF270 bonds

The interest rate of the IFT270 bonds is fixed for the first five years and then reset on 15 December 2023 for a further five years. The

interest rate for the IFT270 bonds for the period from (but excluding) 15 December 2023 until the maturity date will be the sum of the five

year swap rate on 15 December 2023 plus a margin of 2.50% per annum.

100
Perpetual Infratil infrastructure bonds ('PIIBs')

The Company has 231,916,000 (31 March 2019: 231,916,000) PIIBs on issue at a face value of $1.00 per bond. Interest is payable

quarterly on the bonds. On 15 November 2019 the coupon was set at 2.67% per annum until the next reset date, being 15 November

2020 (2019: 3.55%). Thereafter the rate will be reset annually at 1.50% per annum over the then one year bank rate for quarterly

payments, unless Infratil's gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure bonds have

no fixed maturity date. No PIIBs (2019: nil) were repurchased by Infratil Limited during the year.

Throughout the year the Company complied with all debt covenant requirements as imposed by its bond supervisor.

At 31 March 2020 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,161.5 million (31 March 2019: $1,104.4 million).

20 Trustpower bonds

Unsecured subordinated bonds

2020

$Millions

2019

$Millions

Repayment terms and interest rates:

TPW160 maturing in September 2019, 6.75% p.a. fixed coupon rate - 114.2

less: Bond issue costs capitalised and amortised over term - (0.2)

Balance at the end of the year - 114.0

Current - 114.0

Non-current - -

Balance at the end of the year - 114.0

The unsecured unsubordinated bonds had a fair value of $115.7 million at 31 March 2019 and matured in September 2019.

Unsecured senior bonds

2020

$Millions

2019

$Millions

Repayment terms and interest rates:

TPW140 maturing in December 2021, 5.63% p.a. fixed coupon rate83.0 83.0

TPW150 maturing in December 2022, 4.01% p.a. fixed coupon rate127.7 127.7

TPW180 maturing in July 2026, 3.35% p.a. fixed coupon rate125.0 -

TPW170 maturing in February 2029, 3.97% p.a. fixed coupon rate until 22 February 2024100.0 100.0

less: Bond issue costs capitalised and amortised over term

(3.5)(2.9)

Balance at the end of the year432.2 307.8

Current - -

Non-current432.2 307.8

Balance at the end of the year432.2 307.8

Trustpower's senior bonds rank equally with their bank loans. Trustpower borrows under a negative pledge arrangement, which with

limited exceptions does not permit Trustpower to grant any security interest over its assets. The Trust Deed for these bonds requires

Trustpower to maintain certain levels of shareholders' funds and operate within defined performance and debt gearing ratios.


The arrangements under the Trust Deed may also create restrictions over the sale or disposal of certain assets unless the senior bonds

are repaid or renegotiated. Throughout the year Trustpower complied with all debt covenant requirements as imposed by their bond

supervisor.

At 31 March 2020 Trustpower's unsecured senior bonds had a fair value of $443.0 million (31 March 2019: $321.8 million).

101
21 Wellington International Airport bonds and USPP notes

2020

$Millions

2019

$Millions

Repayment terms and interest rates:

WIA0619 Wholesale bonds maturing June 2019, repriced quarterly at BKBM plus 130bp - 25.0

WIA0620 Wholesale bonds maturing June 2020, 5.27% p.a. fixed coupon rate25.0 25.0

WIA020 Retail bonds maturing May 2021, 6.25% p.a. fixed coupon rate75.0 75.0

WIA030 Retail bonds maturing May 2023, 4.25% p.a. fixed coupon rate75.0 75.0

WIA040 Retail bonds maturing August 2024, 4.00% p.a. fixed coupon rate60.0 60.0

WIA050 Retail bonds maturing June 2025, 5.00% p.a. fixed coupon rate70.0 70.0

WIA060 Retail bonds maturing April 2030, 4.00% p.a. fixed coupon rate until 1 April 2025

103.0 -

USPP Notes – Series A68.1 52.0

USPP Notes – Series B68.1 52.0

less: Issue costs capitalised and amortised over term(3.3)(3.9)

Balance at the end of the year540.9 430.1

Current25.0 25.0

Non-current515.9 405.1

Balance at the end of the year540.9 430.1

The Trust Deed for the retail bonds requires Wellington International Airport ('WIAL') to operate within defined performance and debt

gearing ratios. The arrangements under the Trust Deed creates restrictions over the sale or disposal of certain assets. Throughout the

year WIAL complied with all debt covenant requirements as imposed by the retail bond supervisor.

On 27 July 2017 WIAL completed a United States Private Placement ('USPP') Note issuance, securing US$72 million of long term debt.


The USPP comprised two equal tranches, a US$36 million 10 year Note with a coupon of 3.47% and a US$36 million 12 year Note with

a coupon of 3.59%. In conjunction with the USPP issuance, WIAL entered into cross currency interest rate swaps to formally hedge the

exposure to foreign currency risk over the term of the notes.

At 31 March 2020 WIAL's bonds had a fair value of $415.7 million (2019: $353.8 million), and WIAL's USPP Notes had a fair value of


$122.3 million (2019: $102.2 million).

22 Financial instruments

The Group has exposure to the following risks due to its business activities and financial policies:

• Credit risk

• Liquidity risk

• Market risk

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes


for measuring and managing risk, and the Group’s management of capital.

22.1 Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group. The Group is

exposed to credit risk in the normal course of business including those arising from trade receivables with its customers, financial

derivatives and transactions (including cash balances) with financial institutions. The Group minimises its exposure to credit risk of trade

receivables through the adoption of counterparty credit limits and standard payment terms. Derivative counterparties and cash

transactions are limited to high-credit-quality financial institutions and organisations in the relevant industry. The Group’s exposure and

the credit ratings of significant counterparties are monitored, and the aggregate value of transactions concluded are spread amongst

approved counterparties. The carrying amounts of financial assets recognised in the Statement of Financial Position best represent the

Group’s maximum exposure to credit risk at the reporting date. Generally no security is held on these amounts.

102
2020

$Millions

2019

$Millions

The Group had exposure to credit risk with financial institutions at balance date

from cash deposits held as follows:

Financial institutions with 'AA' credit ratings - 173.2

Financial institutions with 'AA-' credit ratings485.9 70.6

Financial institutions with 'A+' credit ratings - -

Financial institutions with 'A' credit ratings242.7 153.3

Unrated financial institutions1.7 17.2

Total cash deposits with financial institutions730.3 414.3

Cash on hand - -

Total cash and cash equivalents730.3 414.3

Cash and cash equivalents includes $696.8 million of cash balances held by Tilt Renewables at 31 March 2020. At 31 March 2020 $0.1

million of cash deposits are "restricted" and not immediately available for use by the Group (31 March 2019: $19.9 million). Credit ratings

are from S&P Global Ratings or equivalent rating agencies.

Trade and other receivables

The Group has exposure to various counterparties. Concentration of credit risk with respect to trade receivables is limited due to the

Group’s large customer base in a diverse range of industries throughout New Zealand and Australia.

Ageing of trade receivables

2020

$Millions

2019

$Millions

The ageing analysis of trade receivables is as follows:

Not past due90.4 56.9

Past due 0-30 days9.4 9.2

Past due 31-90 days2.1 3.7

Greater than 90 days4.0 3.8

To ta l105.9 73.6

The ageing analysis of impaired trade receivables is as follows:

Not past due(1.2) -

Past due 0-30 days(1.1) -

Past due 31-90 days(1.0) -

Greater than 90 days(3.0)(2.8)

To ta l(6.3)(2.8)

2020

$Millions

2019

$Millions

Movement in the provision for impairment of trade receivables for the year was as follows:

Balance as at 1st April3.1 3.1

Expected credit loss recognised (Charged to operating expenses)3.2 0.4

Bad debts recovered - -

Utilised - -

Transfers to assets classified as held for sale - (0.4)

Balance as at 31 March6.3 3.1

Other current prepayments and receivables93.9 178.1

Total trade, accounts receivable and current prepayments193.5 248.9

Trustpower and Wellington International Airport increased their expected credit loss allowance for trade receivables, in part due to the

deteriorating economic outlook in New Zealand as a result of COVID-19.

103
22.2 Liquidity risk

Liquidity risk is the risk that assets held by the Group cannot readily be converted to cash to meet the Group's contracted cash flow

obligations. Liquidity risk is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and

liabilities. The Group's approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due

and make value investments, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the

Group's reputation. The Group manages liquidity risk by maintaining sufficient cash and marketable securities, the availability of funding

through an adequate amount of committed credit facilities, the spreading of debt maturities, and its credit standing in capital markets.

The tables below analyse the Group's financial liabilities, excluding gross settled derivative financial liabilities, into relevant maturity

groupings based on the earliest possible contractual maturity date at year end. The amounts in the tables below are contractual

undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure Bonds cash flows have been

determined by reference to the longest dated Infratil bond maturity in the year 2029.

Balance

sheet

$Millions

Contractual

cash flows

$Millions

6 months


or less

$Millions

6-12 months

$Millions

1-2 years

$Millions

2-5 years

$Millions

5 + years

$Millions

31 March 2020

Accounts payable, accruals and


other liabilities313.8 315.5 312.8 0.1 0.2 0.8 1.6

Lease liabilities246.9 629.6 12.5 11.9 31.7 58.9 514.6

Unsecured & secured bank facilities9 6 9. 7 1,325.5 122.3 48.0 309.0 693.3 152.9

Infratil Infrastructure bonds1,061.3 1,324.4 25.7 25.7 141.7 567.9 563.4

Perpetual Infratil Infrastructure bonds231.9 292.1 3.1 3.1 6.2 18.6 261.1

Wellington International Airport

bonds540.9 652.1 36.7 11.0 94.7 181.1 328.6

Trustpower bonds432.2 518.9 9.0 9.0 99.8 156.0 245.1

Derivative financial instruments129.3 151.2 15.6 13.2 22.6 50.1 49.7

3,926.0 5,209.3 537.7 122.0 705.9 1,726.7 2,117.0

31 March 2019

Accounts payable, accruals and


other liabilities446.6 469.2 334.0 13.4 43.2 13.4 65.2

Lease liabilities - - - - - - -

Unsecured & secured bank facilities992.1 1,254.4 94.7 254.5 204.4 386.7 314.1

Infratil Infrastructure bonds896.1 1,122.3 26.1 172.5 40.7 496.6 386.4

Perpetual Infratil Infrastructure bonds231.5 311.8 4.1 4.1 8.2 24.7 270.7

Wellington International Airport

bonds430.1 535.2 34.6 9.4 43.2 189.2 258.8

Trustpower bonds421.8 460.9 122.9 4.9 9.8 223.3 100.0

Derivative financial instruments117.5 129.0 23.3 16.1 22.6 40.6 26.4

3,535.7 4,282.8 639.7 474.9 372.1 1,374.5 1,421.6

22.3 Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and energy prices will affect the

Group’s income or the value of its holdings of financial assets and liabilities. The objective of market risk management is to manage and

control market risk exposures within acceptable parameters, while optimising the return.

22.3.1 Interest rate risk (cash flow and fair value)

Interest rate risk is the risk of interest rate volatility negatively affecting the Group's interest expense cash flow and earnings. Infratil

mitigates this risk by issuing term borrowings at fixed interest rates and entering into Interest Rate Swaps to convert floating rate exposures

to fixed rate exposures. Borrowings issued at fixed rates expose the Group to fair value interest rate risk which is managed by the interest

rate repricing profile and hedging.

104
2020

$Millions

2019

$Millions

At balance date the face value of interest rate contracts outstanding were:

Interest rate swaps - notional value1,333.0 1,760.8

Fair value of interest rate swaps (102.5)(81.6)

Cross-currency interest rate swaps99.8 99.8

Fair value of cross-currency interest rate swaps 35.5 2.9

The termination dates for the interest rate swaps are as follows:

Between 0 to 1 year242.8 179.8

Between 1 to 2 years144.3 158.7

Between 2 to 5 years398.0 893.5

Over 5 years547.9 528.8

The termination dates for the cross-currency interest rate swaps are as follows:

Between 0 to 1 year - -

Between 1 to 2 years - -

Between 2 to 5 years - -

Over 5 years99.8 99.8

Interest rate sensitivity analysis

The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/

lower with all other variables held constant.

2020

$Millions

2019

$Millions

Profit or loss

100 bp increase2.8 19.5

100 bp decrease(9.4)(20.1)

Other comprehensive income

100 bp increase49.9 43.7

100 bp decrease(53.6)(48.6)

Assumptions used in the interest rate sensitivity analysis include:

Reasonably possible movements in interest rates were determined based on a review of historical movements. A movement of 100 basis

points higher/lower is considered appropriate to demonstrate the sensitivity of the Group to movements in interest rates. The sensitivity

was calculated by taking interest rate instruments including loans and borrowings, bonds, interest rate swaps and cross currency interest

rate swaps at balance date and adjusting the interest rate upwards and downwards to quantify the resulting impact to profit or loss and

other comprehensive income.

22.3.2 Foreign currency risk

The Group has exposure to foreign currency risk on the value of its net investment in foreign investments, assets and liabilities, future

investment obligations and future income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to

occur. Decisions on buying forward cover for likely foreign currency investments is subject to the Group’s expectation of the fair value of the

relevant exchange rate.

The Group may enter into forward exchange contracts to reduce the risk from price fluctuations of foreign currency commitments

associated with the construction of generation assets and to hedge the risk of its net investment in foreign operations. Any resulting

differential to be paid or received as a result of the currency hedging of the asset is reflected in the final cost of the asset. The Group

has elected to apply cash flow hedge accounting to these instruments.

105
Foreign exchange sensitivity analysis

The following table shows the impact on post-tax profit and equity if the New Zealand dollar had weakened or strengthened by


10 per cent against the currencies with which the Group has foreign currency risk with, all other variables held constant.

2020

$Millions

2019

$Millions

Profit or loss

Strengthened by 10 per cent(11.7)0.7

Weakened by 10 per cent11.7 (0.7)

Other comprehensive income

Strengthened by 10 per cent(18.6)(100.8)

Weakened by 10 per cent22.7 103.2

Assumptions used in the foreign currency exposure sensitivity analysis include:

Reasonably possible movements in foreign exchange rates were determined based on a review of historical movements. A movement of

plus or minus 10% has been applied to the AUD/NZD and USD/NZD exchange rates to demonstrate the sensitivity of foreign currency

risk of the company’s investment in foreign operations and associated derivative financial instruments. The sensitivity was calculated by

taking the AUD and USD spot rate as at balance date, moving this spot rate by plus and minus 10% and then reconverting the AUD

and USD balances with the ‘new spot-rate’.

Unhedged foreign currency exposures

At balance date the Group has the following unhedged exposure to foreign currency risk arising on foreign currency monetary assets

and liabilities that fall due within the next twelve months:

2020

$Millions

2019

$Millions

Cash, short-term deposits and trade receivables

United States Dollars (USD) - -

Australian Dollars (AUD)3.07.3

22.3.3 Energy price risk

Energy Price Risk is the risk that results will be impacted by fluctuations in spot energy prices. The Group meets its energy sales demand

by purchasing energy on spot markets, physical deliveries and financial derivative contracts. This exposes the Group to fluctuations in

the spot and forward price of energy. The Group has entered into a number of energy hedge contracts to reduce the energy price risk

from price fluctuations. These hedge contracts establish the price at which future specified quantities of energy are purchased and

settled. Any resulting differential to be paid or received is recognised as a component of energy costs through the term of the contract.

The Group has elected to apply cash flow hedge accounting to those instruments it deems material and which qualify as cash flow

hedges.

20202019

At balance date the aggregate notional volume of outstanding energy derivatives were:

Electricity (GWh)5,006.6 19,753.0

Fair value of energy derivatives ($millions)20.5 135.7

As at 31 March 2020, the Group had energy contracts outstanding with various maturities expected to occur continuously throughout

the next five years. The hedged anticipated energy purchase transactions are expected to occur continuously throughout the

contract period from balance sheet date consistent with the Group's forecast energy generation and retail energy sales. Gains and

losses recognised in the cash flow hedge reserve on energy derivatives as of 31 March 2020 will be continuously released to the income

statement in each period in which the underlying purchase transactions are recognised in the profit or loss.

106
2020

$Millions

2019

$Millions

The termination dates for the energy derivatives are as follows:

Between 0 to 1 year101.5 43.3

Between 1 to 2 years54.6 78.8

Between 2 to 5 years88.1 117.0

Over 5 years17.1 15.0

261.3 254.1

Energy price sensitivity analysis

The following table shows the impact on post-tax profit and equity of an increase/decrease in the relevant forward electricity prices

with all other variables held constant:

2020

$Millions

2019

$Millions

Profit and loss

10% increase in energy forward prices(2.2)(2.2)

10% decrease in energy forward prices2.22.2

Other comprehensive income

10% increase in energy forward prices(57.7)(33.2)

10% decrease in energy forward prices57.7 33.2

Assumptions used in the energy forward price sensitivity analysis include:

Reasonably possible movements in energy forward prices were determined based on a review of historical movements. A movement

of 10% higher/lower is considered appropriate to demonstrate sensitivity to movements in forward energy prices. The sensitivity was

calculated by taking balances that incorporate expectations of forward electricity prices at balance date and adjusting the forward

electricity price upwards and downwards to quantify the resulting impact to profit or loss and other comprehensive income.

22.4 Fair values

The carrying amount of financial assets and financial liabilities recorded in the consolidated financial statements is their fair value,

with the exception of bond debt and senior notes held at amortised cost which have a fair value at 31 March 2020 of $2,142.5 million

(31 March 2019: $1,997.9 million) compared to a carrying value of $2,266.3 million (31 March 2019: $1,979.5 million).

The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:

2020

$Millions

2019

$Millions

Assets

Derivative financial instruments – energy

35.7 170.9

Derivative financial instruments – cross currency interest rate swaps

35.5 2.9

Derivative financial instruments – foreign exchange

1.6 -

Derivative financial instruments – interest rate11.6 0.7

84.4 174.5

Split as follows:

Current

18.9 17.8

Non-current 65.5 156.7

84.4 174.5

Liabilities

Derivative financial instruments – energy

15.2 35.2

Derivative financial instruments – cross currency interest rate swaps

- -

Derivative financial instruments – foreign exchange

- -

Derivative financial instruments – interest rate114.1 82.3

129.3 117.5

Split as follows:

Current

8.0 32.2

Non-current

121.3 85.3

129.3 117.5

107
Estimation of fair values

The fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are

determined with reference to quoted market prices.

• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.

• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made

of discounted cash flow analysis using the applicable yield curve or available forward price data for the duration of the instruments.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key

types of variables used by the valuation techniques are:

• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and

• discount rates.

Valuation inputSource

Interest rate forward price curvePublished market swap rates

Foreign exchange forward pricesPublished spot foreign exchange rates

Electricity forward price curveMarket quoted prices where available and management's best

estimate based on its view of the long run marginal cost of new

generation where no market quoted prices are available

Discount rate for valuing interest rate derivativesPublished market interest rates as applicable to the remaining


life of the instrument

Discount rate for valuing forward foreign exchange contractsPublished market rates as applicable to the remaining life


of the instrument

Discount rate for valuing electricity price derivativesAssumed counterparty cost of funds ranging from 3.1% to 4.1%

(31 March 2019: 3.1% to 4.1%)

The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect

of these variables that could be used in estimating the fair value of these derivatives. Maximum use is made of observable market data

when selecting variables and developing assumptions for the valuation techniques.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or

indirectly (that is, derived from prices) (level 2)

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3)

The following tables present the Group’s financial assets and liabilities that are measured at fair value.

31 March 2020

Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

Total

$Millions

Assets per the statement of financial position

Derivative financial instruments – energy - 3.1 32.6 35.7

Derivative financial instruments – cross currency interest rate swaps - 35.5 - 35.5

Derivative financial instruments – foreign exchange - 1.6 - 1.6

Derivative financial instruments – interest rate - 11.6 - 11.6

To ta l-51.8 32.6 84.4

Liabilities per the statement of financial position

Derivative financial instruments – energy - 0.3 14.9 15.2

Derivative financial instruments – cross currency interest rate swaps - - - -

Derivative financial instruments – foreign exchange - - - -

Derivative financial instruments – interest rate - 114.1 - 114.1

To ta l-114.4 14.9 129.3

108
31 March 2019

Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

Total

$Millions

Assets per the statement of financial position

Derivative financial instruments – energy - 0.3 170.6 170.9

Derivative financial instruments – cross currency interest rate swaps - 2.9 - 2.9

Derivative financial instruments – foreign exchange - - - -

Derivative financial instruments – interest rate - 0.7 - 0.7

To ta l-3.9 170.6 174.5

Liabilities per the statement of financial position

Derivative financial instruments – energy - 8.1 2 7. 1 35.2

Derivative financial instruments – cross currency interest rate swaps - - - -

Derivative financial instruments – foreign exchange - - - -

Derivative financial instruments – interest rate - 82.3 - 82.3

To ta l-90.4 27.1 117.5

There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair

value hierarchy during the year ended 31 March 2020 (31 March 2019: none).

The following table reconciles the movements in level 3 Electricity price derivatives that are classified within level 3 of the fair value

hierarchy because the assumed location factors which are used to adjust the forward price path are unobservable.

2020

$Millions

2019

$Millions

Assets per the statement of financial position

Opening balance170.6 107.5

Foreign exchange movement on opening balance0.8 (2.3)

Acquired as part of business combination - -

Gains and (losses) recognised in profit or loss(106.0)11.7

Gains and (losses) recognised in other comprehensive income(32.8)53.7

Closing balance32.6 170.6

Total gains or (losses) for the year included in profit or loss for assets held at the end of the reporting year(33.1)53.4

Liabilities per the statement of financial position

Opening balance2 7. 1 2 7. 3

Foreign exchange movement on opening balance(0.2)(0.2)

Acquired as part of business combination - -

(Gains) and losses recognised in profit or loss(11.2)(4.1)

(Gains) and losses recognised in other comprehensive income(0.8)4.1

Sold as part of the disposal of a subsidiary - -

Closing balance14.9 2 7. 1

Total gains or (losses) for the year included in profit or loss for liabilities held at the end of the reporting year3.6 (3.9)

Settlements during the year18.6 24.9

109
22.5 Risk Management Framework

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group

has established an Audit and Risk Committee for Infratil and each of its significant subsidiaries and associates with responsibilities which

include reviewing management practices in relation to identification and management of significant business risk areas and regulatory

compliance. The Group has developed a comprehensive, enterprise wide risk management framework. Management and Boards

throughout the Group participate in the identification, assessment and monitoring of new and existing risks. Particular attention is given to

strategic risks that could affect the Group. Management report to the Audit and Risk Committee and the Board on the relevant risks and

the controls and treatments for those risks.

22.6 Capital Management

The Group's capital includes share capital, reserves, retained earnings and non-controlling interests of the Group. From time to time the

Group purchases its own shares on the market with the timing of these purchases dependent on market prices, an assessment of value

for shareholders and an available window to trade on the NZX. Primarily the shares are intended to be held as treasury stock and may

be reissued under the Dividend Reinvestment Plan or cancelled. During the year the Group bought back 887,617 shares (2019: nil). The

Company and the Group's borrowings are subject to certain compliance ratios in accordance with the facility agreements or the trust

deed applicable to the borrowings.

The Group seeks to ensure that no more than 25% of its non-bank debt is maturing in any one year period, and to spread the maturities

of its bank debt facilities between one and five years. Discussions on refinancing of facilities will normally commence at least six months

before maturity. Facilities are maintained with A (2019: A) or above rated financial institutions, and with a minimum number of bank

counterparties to ensure diversification. The Group manages its interest rate profile so as to minimise value volatility. This means having

interest costs fixed for extended terms. At times when long rates appear to be sustainably high, the profile may be shortened, and when

rates are low the profile may be lengthened.

23 Capital commitments

2020

$Millions

2019

$Millions

Committed but not contracted for

5.8 37.2

Contracted but not provided for

500.4 544.1

Capital commitments

506.2 581.3

Capital commitments are primarily associated with the Dundonnell and Waipipi Wind Farms which total A$450.5 million as at 31 March

2020 (31 March 2020: A$470.1 million). See Note 7 for Infratil's commitments to ASIP and Clearvision Ventures.

24 Reconciliation of net surplus with cash flow from operating activities

2020

$Millions

2019

$Millions

Net surplus for the year484.252.4

(Add)/Less items classified as investing activity:

(Gain)/Loss on investment realisations and impairments(489.3)36.7

Add items not involving cash flows:

Movement in financial derivatives taken to the profit or loss(6.2)(0.3)

Decrease in deferred tax liability excluding transfers to reserves(16.2)34.3

Changes in fair value of investment properties5.0 (4.8)

Equity accounted earnings of associate net of distributions received(12.1)(67.0)

Depreciation146.0 171.7

Movement in provision for bad debts6.0 2.2

Amortisation of intangibles11.3 16.5

Other1 9. 0 5.6

Movements in working capital:

Change in receivables24.7 (83.4)

Change in inventories1.2 0.2

Change in trade payables51.2 5.7

Change in accruals and other liabilities(108.9)129.8

Change in current and deferred taxation(15.9)(22.7)

Net cash flow from operating activities100.0276.9

110
25 Key management personnel disclosures

Key management personnel have been defined as the Chief Executives and direct reports for the Group’s operating subsidiaries

(excluding non-executive Directors).

2020

$Millions

2019

$Millions

Key management personnel remuneration comprised:

Short-term employee benefits 15.4 14.3

Post employment benefits - -

Termination benefits - -

Other long-term benefits 0.2 0.7

Share based payments3.5 3.2

19.1 18.2

Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $3.4 million (2019: $3.7 million).

26 Related parties

Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of

business. A number of key management personnel are also Directors of Group subsidiary companies and associates.

Morrison & Co Infrastructure Management Limited ('MCIM') is the management company for the Company and receives management

fees in accordance with the applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership

('MCO'). Mr Bogoievski is a director of Infratil and is a director and Chief Executive Officer of MCO. Entities associated with Mr Bogoievski

also have beneficial interests in MCO.

Management and other fees paid by the Group (including associates) to MCIM, MCO or its related parties during the year were:

Note

2020

$Millions

2019

$Millions

Management fees2737.5 24.9

International Portfolio Incentive fee28125.0 102.6

Executive secondment and consulting - -

Directors fees2.0 2.2

Financial management, accounting, treasury, compliance and administrative services1.3 1.4

Risk management reporting - -

Investment banking services1.2 1.2

Total management and other fees167.0 132.3

The above table includes $0.4 million paid by discontinued operations in the year ended 31 March 2020 (2019: $1.5 million).

At 31 March 2020 amounts owing to MCIM of $3.0 million (excluding GST) are included in trade creditors (2019: $3.6 million).

On 8 May 2017 the Company obtained a standing waiver from NZSX Listing Rule 9.2.1. The effect of the waiver is to waive the requirement

for Infratil to obtain an Ordinary Resolution from shareholders to enter into a Material Transaction with a Related Party to the extent

required to allow Infratil to enter into transactions with co-investors that have also engaged an entity related to H.R.L. Morrison & Co

Group LP for investment management or advisory services. The waiver is provided on the conditions specified in paragraph 2 of the waiver

decision, which is available on Infratil's website: www.infratil.com/for-investors/announcements. As yet, no transaction has been entered

into in reliance on this waiver.

111
MCO, or Employees of MCO received directors fees from the Company’s subsidiaries or associated companies as follows:

2020

$000’s

2019

$000’s

CDC Group Holdings Pty Ltd157.9 160.7

Cullinan Holding Trust (ANU Student Accommodation)7.2 53.6

Infratil Limited112.0 103.7

Infratil Infrastructure Property Limited45.0 60.0

Galileo Green Energy, LLC - -

New Zealand Bus Limited73.1 175.5

Longroad Energy Holdings, LLC183.6 168.9

Perth Energy Pty Limited88.4 181.9

RA (Holdings) 2014 Pty Limited243.5 235.7

Snapper Services Limited12.7 49.2

Tilt Renewables Limited447.3 407.1

Trustpower Limited276.3 289.3

Vodafone New Zealand Limited - -

Wellington International Airport Limited381.9 329.3

2,028.9 2,214.9

27 Management fee to Morrison & Co Infrastructure Management Limited

The management fee to MCIM comprises a number of different components:

A New Zealand base management fee is paid on the 'New Zealand Company Value' at the rates of 1.125% per annum on New Zealand

Company value up to $50 million, 1.0% per annum on the New Zealand Company Value between $50 million and $150 million, and

0.80% per annum on the New Zealand Company Value above $150 million. The New Zealand Company Value is:

• the Company’s market capitalisation as defined in the management agreement (i.e. the aggregated market value of the Company’s

listed securities, being ordinary shares, partly paid shares and, Infratil Infrastructure bonds);

• plus the Company and its wholly owned subsidiaries’ net debt (excluding listed debt securities and the book value of the debt in any

non-Australasian investments);

• minus the cost price of any non-Australasian investments; and,

• plus/minus an adjustment for foreign exchange gains or losses related to non-New Zealand investments.

An international fund management fee is paid at the rate of 1.50% per annum on:

• the cost price of any non-Australasian investments; and,

• the book value of the debt in any wholly owned non-Australasian investments.

28 International Portfolio Incentive fee

International Investments are eligible for International Portfolio Incentive fees (‘Incentive fees’) under the Management Agreement

between MCIM and Infratil. The Agreement allows for incentives to be payable for performance in excess of a minimum hurdle of

12% per annum in three separate areas:

• Initial Incentive fees;

• Annual Incentive fees; and,

• Realised Incentive fees.

To the extent that there are assets that meet these criterion, independent valuations are performed on the respective International

Investments to determine whether any Incentive Fees are payable.

International Portfolio Initial Incentive Fee

International Investments become eligible for the Initial Incentive Fee assessment on the third balance date (31 March) that they have

been held continuously by the Company. All International Investments that are acquired in any one financial year are grouped together for

the purposes of the Initial Incentive Fee, and an Initial Incentive Fee is payable at 20% of the outperformance of those assets against a

benchmark of 12% p.a. after tax, compounding.

The investments in ANU Purpose Built Student Accommodation, CDC Data Centres and Longroad Energy, and the demerger of Tilt

Renewables (from Trustpower) all occurred in the 2017 financial year and were therefore eligible for the International Portfolio Initial

Incentive fee assessment as at 31 March 2019. There are no International Investments eligible as at 31 March 2020.

Based on independent valuations obtained as at 31 March 2019, an Initial Incentive Fee of $102.6 million was payable to MCIM.

112
International Portfolio Annual Incentive Fee

Thereafter International Investments are grouped together, and an Annual Incentive Fee is payable at 20% of the outperformance

of those assets against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost.

The Company’s investments in CDC Data Centres, Longroad Energy, RetireAustralia, Tilt Renewables and ASIP are eligible for the

International Portfolio Annual Incentive fee assessment as at 31 March 2020 (31 March 2019: ASIP, RetireAustralia and Perth Energy).

Based on independent valuations obtained as at 31 March 2020, an Annual Incentive Fee of $125.0 million is payable to MCIM. No

Annual Incentive Fee was payable at 31 March 2019.

International Portfolio Realised Incentive Fee

Realised Incentive Fees are payable on the realised gains from the sale or other realisation of International Investments at 20% of the

outperformance (since the last valuation date) against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent

31 March valuation, or cost. No Realised Incentive Fees were payable as at 31 March 2019 or 31 March 2020.

International Portfolio incentive fees

2020

$000’s

2019

$000’s

ANU Student Accommodation

- 13.6

ASIP

(0.8) -

CDC Data Centres

105.5 65.3

Longroad Energy

6.1 21.2

RetireAustralia

(18.0) -

Tilt Renewables32.2 2.5

125.0 102.6

All Incentive fees accrued in 2020 relate to the Annual Incentive Fee assessment. All Incentive fees accrued in 2019 related to the Initial

Incentive Fee assessment.

Payment of Annual Incentive Fees

Any Annual Incentive Fee calculated in respect of a Financial Year is earned and paid in three annual instalments, with the second and

third instalments only being earned and payable if, at each relevant assessment date, the fair value of the relevant asset (including

distributions, if any) exceeds the greater of fair value or cost as at the 31 March for which the Incentive Fee was first calculated.

29 Contingent liabilities

The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed

of Negative Pledge, Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.

Snowtown Wind Farm Stage 2 Pty Ltd, a wholly-owned subsidiary of Tilt Renewables, has been served with court proceedings on

behalf of the Australian Energy Regulator (‘AER’) in relation to their investigations into the system black event which occurred in


South Australia on 28 September 2016. Tilt Renewables will continue to engage with the AER in an endeavour to resolve this matter.

As outlined in Note 11, Snowtown Wind Farm Stage 2 Pty Ltd has been subsequently sold as part of the Snowtown 2 wind farm sale in

December 2019. Following this sale, should any potential future liabilities arise from these ongoing court proceedings, the liability will

remain due and payable by Tilt Renewables.

There were no other contingent liabilities as at 31 March 2020.

30 Events after balance date

Dividend

On 28 May 2020, the Directors approved a partially imputed final dividend of 11.0 cents per share to holders of fully paid ordinary

shares to be paid on 15 June 2020.

Tilt Renewables Capital Return

On 7 April 2020 Tilt Renewables announced its intention to return approximately A$260 million to its shareholders (Infratil's share is

approximately A$169 million) by way of a Court approved scheme of arrangement. The timing of the buy-back is yet to be finalised but

is expected to be completed in the six months to 30 September 2020.

Shareholder support for Wellington International Airport

On 20 May 2020 Infratil and Wellington City Council entered into a shareholder support agreement with Wellington International Airport

to enable the airport to access to up to $75.0 million of additional funding by way of non-participating redeemable preference shares,

if required. Infratil's contribution to this funding is proportional to its 66% ownership interest.

Shareholder support for RetireAustralia

On 12 May 2020 Infratil and consortium partner the New Zealand Superannuation Fund entered into a shareholder support agreement

with RetireAustralia to enable RetireAustralia to access to up to A$20.0 million of additional equity funding, if required. Infratil's

contribution to this funding is proportional to its 50% ownership interest.




© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.


Independent Auditor’s Report

To the shareholders of Infratil Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Infratil Limited (the ’company’)

and its subsidiaries (the 'group') on pages 60 to 112:

i.present fairly in all material respects the Group’s

financial position as at 31 March 2020 and its

financial performance and cash flows for the year

ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position as

at 31 March 2020;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for the

year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics

for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the International

Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (‘IESBA Code’), and we have

fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation services, audit of regulatory disclosures,

other assurance engagements and due diligence services. Subject to certain restrictions, partners and employees of

our firm may also deal with the group on normal terms within the ordinary course of trading activities of the business

of the group. These matters have not impaired our independence as auditor of the group. The firm has no other

relationship with, or interest in, the group.

Scoping

The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on the

consolidated financial statements as a whole, taking into account the structure of the group, the significance and risk

profile of each investment it owns, the group’s accounting processes and controls, and the industry in which the

investments operates.

In establishing the overall approach to the group audit, we determined the type of work that needed to be performed

at the component level by us, as the group engagement team, or component auditors operating under our instruction.

113

114





2


A full scope audit was performed on the most significant investments for the group using component materialities

which were lower than group materiality. The component materiality took into account the size and the risk profile of

each component.

Where the work was performed by component auditors, we determined the level of involvement we needed to have

in the audit work at those investments to be able to conclude whether sufficient appropriate audit evidence had been

obtained as a basis for our opinion on the group financial statements as a whole. We kept in regular communication

with component audit teams throughout the year with phone calls, discussions and written instructions and ensured

that the component audit teams had the appropriate skills and competencies which are needed for the audit. We

reviewed the work undertaken by component auditors in order to ensure the quality and adequacy of their work.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the

consolidated financial statements as a whole. The materiality for the consolidated financial statements as a whole

was set at $37 million, determined with reference to a benchmark of group total assets. We chose total assets given

the asset intensive nature of the group’s underlying investments and that this is a more stable and relevant measure

than a profit measure. Materiality represents 0.5% of the selected benchmark.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process by

which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose

of our statutory audit opinion on the consolidated financial statements as a whole and we do not express discrete

opinions on separate elements of the consolidated financial statements

Key changes in the assessment of audit risks

COVID-19

The COVID-19 pandemic has led to increased uncertainty associated with key management judgements across the

group, particularly in the valuation of property, plant and equipment and the carrying value of investment in associates.

All forward looking assumptions are inherently more uncertain during these unprecedented times. While the key

audit matters “Valuation of property, plant and equipment” and “Carrying value of investment in associates”, detailed

below, are consistent with last year, the underlying audit risk has increased which impacted the nature and extent of

audit evidence that we had to gather. We also draw attention to Note 1 - Accounting estimates and judgements to

the consolidated financial statements which describes the impact of the COVID-19 on the Group’s consolidated

balance sheet.

The key audit matter How the matter was addressed in our audit

Acquisition of Vodafone New Zealand (‘Vodafone’)

As disclosed in Note 6.1 of the financial statements,

during the year the group acquired a 49.9% share of

Vodafone. The investment into Vodafone has been

accounted for as an investment in associate in the

group financial statements.

The risk of inappropriate classification of the Vodafone

investment as an associate on acquisition is a key audit

Our audit procedures in relation to the classification of

the Vodafone investment included examining the legal

documents associated with the investment, to

determine the key terms, including rights of the

investors, terms of shareholders’ agreements,

governance structures and profit-sharing arrangements,

115





3


The key audit matter How the matter was addressed in our audit

matter as it can have a material effect on the group

financial statements and involves judgement as to

whether the group controls the investee.

As part of the acquisition Management completed a

process to allocate the purchase price to tangible

assets, and separately identifiable intangible assets

such as customer relationships and management

rights. The allocation of the purchase price can have a

significant impact on the current and future equity

accounted earnings recorded by the group and involves

estimation and judgement about the future

performance of the business and discount rates

applied to future cash flow forecasts.

The key judgemental areas in the purchase price

allocation related to fair value of property, plant and

equipment and customer related intangible assets.

The key assumptions included in the property, plant

and equipment valuations were:

—Replacement cost of each asset category

—Useful lives, depreciation profiles and residual

values

The key assumptions included in the customer related

intangible asset valuation included:

—Forecasted average revenue per user (ARPU)

—Forecast margins per customer

—Customer churn rates (attrition profile)

—The discount rate applied to the estimated future

cash flows to determine a present-day value


and then assessing these against the accounting

standards to evaluate classification of the investment.

Our procedures to assess the

purchase price allocation

included:

—Assessing the completeness of the identifiable

intangible assets on acquisition and whether

identification and recognition of these was consistent

with the requirements of the accounting standards.

—Utilising valuation specialists to challenge the key

assumptions and methodologies applied in the

independent valuation of property, plant and

equipment including:

—Comparing the replacement cost against internal

benchmarks;

—Reconciling the asset listing utilised in the

valuation against the underlying fixed asset

register;

—Comparing the useful lives, depreciation profiles

and residual values to our own expected range.

—Utilising our valuation specialist to challenge the key

assumptions and methodologies applied

in the

customer related intangible asset valuation including:

—Comparing the forecast ARPU and margin

against historical ARPUs and margins achieved;

—Reviewing the appropriateness of the customer

attrition profiles adopted and comparing these to

historical attrition profiles;

—Using valuation specialists to assess the

appropriateness of the discount rate applied to

the estimated future cash flows;

Valuation of Property, Plant and Equipment

As disclosed in note 14 of the financial statements, the group has property, plant and equipment of $3,958 million

(2019: $4,202 million), with renewable generation assets, land and civil works and buildings making up the

majority of this balance. The group has a policy of recording classes of property, plant and equipment at cost less

accumulated depreciation, or at valuation, with valuations undertaken at least every 5 years.

Renewable generation assets ($2,221 million)

Valuation of renewable generation assets is considered

to be a key audit matter due to both its magnitude and

the judgement involved in the assessment of the fair

value of these assets by the group’s Directors. The

judgement relates to the valuation methodology used

and the assumptions included within that

methodology. Renewable generation assets include

both hydro and wind generation assets.

Our procedures over the renewable generation asset

valuations included:

—Comparing the forward electricity price path used in

the independent valuation to current externally

derived market data and our independent estimate of

the price path incorporating the near term impact of

COVID-19;

—Using valuation specialists to assess the

appropriateness of the discount rate applied to the

116





4


The key audit matter How the matter was addressed in our audit

A full revaluation of both hydro and wind generation

assets was carried out as at 31 March 2020. The level

of inherent valuation judgement has increased in the

current year as a result of the COVID-19 pandemic

which occurred before balance date, and particularly

impacts forecasting of the forward electricity price path

and the rate used to discount future cash flows.

The assumptions included in the valuations that have

the largest impact on fair value are:

—New Zealand and Australian electricity forward

price path forecasts;

—Future generation volumes in New Zealand and

Australia;

—Discount rates applied to the estimated future

cash flows to determine a present-day value; and

—Forecast costs of operating the generation

schemes.

estimated future cash flows by comparing this to

rates used by other market participants. We also

assessed whether the discount rate reflected the

current market conditions including the impact of

COVID-19;

—Comparing forecast generation volumes and

operating costs assumed in the independent

valuation against actual realised volumes and

operating costs incurred in the year to 31 March

2020; and

—Assessing the appropriateness of forecast Avoided

Cost of Transmission revenue included within the

valuation, considering the assumptions applied by

management and latest Electricity Authority

announcements;

Land and civil works ($581.9 million) and Buildings

($542 million).

Valuation of land and civil works and buildings,

specifically in relation to airport assets, is considered to

be a key audit matter due to the magnitude and

judgement involved in the assessment of the fair value

of these assets by the group’s Directors. The

judgement relates to the valuation methodologies used

and the assumptions included in each of those

methodologies.

In 2020, Management have considered, and sought,

input from the independent valuers as to any changes

to the key assumptions used in the valuation

methodologies and whether these changes indicate

that the property, plant and equipment is not held at

fair value.

The independent valuers have undertaken their

valuations with reference to COVID-19 and the material

uncertainty involved in assessing the fair value of the

assets in the current economic environment.

The assumptions that have the largest impact on the

valuations are:

—The potential value of the airport land if there was

no airport on the site, primarily driven by weighted

average cost of capital;

—The replacement cost of buildings including the

main terminal building;

Our procedures to assess the land and civil works and

Buildings valuations included, amongst others:

—Utilising valuation specialists to assess the changes in

key judgemental assumptions which have the largest

impact on the valuation. This included assessing:

—the impact of the material valuation uncertainty

relating to COVID-19 identified by the

independent valuers;

—changes to the weighted average cost of capital

and discount rates against observable market

data;

—changes in the cost of buildings and civil assets;

—changes in the value of underlying land prices

with reference to observable market transactions

and relevant indices; and

—the future cash flows against budgets, forecast

passenger numbers and historical financial

performance.

—Comparing the valuation methodologies used by the

valuer for the group, to the valuation methodologies

used by other airports within New Zealand for

comparability.

—Comparing the carrying value of the airport assets to

the estimated market value of the airport business

with reference to observable market metrics.

117





5


The key audit matter How the matter was addressed in our audit

—The replacement cost of civil assets including the

runway, taxiways and roads;

—The estimated future passenger numbers and

resulting cash flows; and

—Discount rates applied to the estimated future

cash flows from the vehicle and accommodation

assets.

Carrying value of investment in associates

The carrying value of the group’s investment in

associates as at 31 March 2020 was $1,962 million.

Investments in associates contribute a significant

portion of the group’s net surplus and total assets.

Given the significance of these investments to the

group, we consider this to be a key audit matter.

As part of its annual impairment assessment, the

Group considered the potential impact of the COVID-

19 pandemic on the carrying value of associates as at

31 March 2020.




Our procedures performed to assess the carrying value of

associates included, amongst others:

−Recalculating the share of profit from equity

accounted investments using investee financial

information;

−Testing a sample of acquisitions made and

distributions received from associates during the year;

−Consideration of associate’s performance to date with

reference to the most recent audited financial

statements and assessment of relevant indicators of

impairment. As part of this impairment assessment,

we specifically considered the impact of COVID-19 on

the investments; and

−Where valuation models have been used to support

carrying value, we have utilised our valuation

specialists to consider the discount rates and cash

flow projections used within the models and the

impact of COVID-19 on these valuation inputs.

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual Report.

Other information includes the reports of the Chief Executive and the Chair, Infratil’s summary financial information,

and disclosures relating to strategy, corporate governance, Infratil’s businesses and statutory information. Our

opinion on the consolidated financial statements does not cover any other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based on the work

we have performed, we conclude that there is a material misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken

so that we might state to the shareholders those matters we are required to state to them in the independent

118





6


auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the shareholders as a body for our audit work, this independent auditor’s report,

or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of the company, are responsible for:

—the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting

Standards);

—implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is fairly presented and free from material misstatement, whether due to fraud or error; and

—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to cease

operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

—to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

—to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with

ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at the

External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Brent Manning.

For and on behalf of



KPMG

Wellington

28 May 2020


119
The Board is committed to undertaking its role in accordance with

internationally accepted best practice, within the context of

Infratil’s business. Infratil’s corporate governance practices have

been prepared with reference to the Financial Markets Authority’s

Corporate Governance Handbook, the requirements of the NZX

Listing Rules and the recommendations in the NZX Corporate

Governance Code (“NZX Code”).

Copies of Infratil’s key corporate governance documents, are

available on the corporate governance section of Infratil’s

website: www.infratil.com/about-us/corporate-governance/.

These include Infratil’s Constitution, the Management Agreement,

the Board and Committee Charters, the Corporate Governance

Statement (which discloses Infratil’s compliance with the NZX

Code) and key corporate governance policies.

Corporate governance structure

The Board is elected by the shareholders with overall responsibility

for the governance of Infratil, while the day to day management of

Infratil has been delegated to Morrison & Co. The respective roles of

the Board and Morrison & Co within this corporate governance

structure are summarised below.

The Board

Role of the Board

The primary role of the Board is to approve and monitor the

strategic direction of Infratil recommended by Morrison & Co and

add long-term value to Infratil’s shares, having appropriate regard

to the interests of all material stakeholders. In addition:

• The Board establishes Infratil’s objectives, overall policy

framework within which the business is conducted and confirms

strategies for achieving these objectives.

• The Board also monitors performance and ensures that

procedures are in place to provide effective internal financial

control.

• Although the day to day management of Infratil has been

delegated to Morrison & Co, Board approval is required for:

–all investments and divestments;

–Infratil’s capital management, capital structure and risk

management/appetite;

–Infratil’s portfolio management.

The Board’s role and responsibilities are set out in the Board Charter.

Board Committees

The Board has established four standing committees, and other

committees may be formed when it is efficient or necessary to

facilitate efficient decision-making or when required by law:

• Audit and Risk Committee

The Board has established this Committee to oversee financial

reporting, accounting policies, financial management, internal

control systems, risk management systems, systems for

protecting assets and compliance. The Committee also:

– keeps under review the scope and results of audit work, its

cost effectiveness and performance and the independence

and objectivity of the auditors;

–also reviews the financial statements and the

announcement to the NZX and ASX of financial results; and

–receives regular reports from Morrison & Co, including

reports on financial and business performance, risk

management, financial derivative exposures and

accounting and internal control matters.

The Committee comprises four independent Directors


(A Gerry (Chair), K Mactaggart, C Savage and M Tume

(ex officio, as Chairman)). Manager representatives will attend

meetings to the Committee as appropriate, at the invitation

of the Committee Chair.

The Committee will meet at least quarterly to fulfil its

obligations. The Committee Chair may convene a meeting


if he or she considers one is required, and will also convene

a meeting upon request of any Committee member who

considers it necessary.

The Committee’s role and responsibilities, and membership

requirements, are set out in the Audit and Risk Committee

Charter.

• Nomination and Remuneration Committee

The Board has established this Committee to manage the

identification, consideration and recommendation of director

appointments to the Board, succession planning for Directors,

ensuring written agreements are in place for all Directors, the

induction programme for new Directors and recommending

remuneration for directors for consideration by shareholders.

Nominations will be put to the annual meeting in accordance

with Infratil’s Constitution and the relevant legislation and listing

rules. The filling of casual vacancies must be approved by the

Board, and then approved by shareholders at the next general

meeting

The Committee comprises three independent Directors


(M Tume (Chair), A Gerry and P Gough), with attendances by

appropriate Manager representatives.

The Committee will meet at least annually to fulfil its

obligations. The Committee Chair may convene a meeting


if he or she considers one is required, and will also convene

a meeting upon request of any Committee member who

considers it necessary.

The Committee’s role and responsibilities, and membership

requirements, are set out in the Nomination and Remuneration

Committee Charter.

• Manager Engagement Committee

The Board has established the Manager Engagement

Committee to monitor Morrison & Co’s performance and

compliance with the Management Agreement.

The Board recognises that the interests of Infratil shareholders

and Morrison & Co have the potential to conflict, and that an

important role of the Board is to be aware of and assess

potential conflicts in relation to Infratil’s capital structure and

strategies adopted, and the resulting potential Morrison & Co

revenues. This Committee is also responsible for managing any

potential conflicts between the interests of Infratil shareholders

and Morrison & Co (for instance, in agreeing the terms of

governance arrangements for investment joint ventures with

other Morrison & Co clients).

Corporate

Governance

120
The Committee must comprise solely of independent Directors

(with a minimum of three members). The Committee currently

comprises all independent Directors (M Tume (Chair), A Gerry,


P Gough, K Mactaggart, C Savage and P Springford. Manager

representatives do not attend meetings of the Committee.

The Committee will meet at least quarterly to fulfil its

obligations. The Committee Chair may convene a meeting


if he or she considers one is required, and will also convene

a meeting upon request of any Committee member who

considers it necessary.

The Committee’s role and responsibilities, and membership

requirements, are set out in the Manager Engagement

Committee Charter.

Board membership

The number of Directors is determined by the Board, in accordance

with Infratil’s Constitution, to ensure it is large enough to provide

a range of knowledge, views and experience relevant to Infratil’s

business. The composition of the Board will reflect the duties and

responsibilities it is to discharge and perform in setting Infratil’s

strategy and seeing that it is implemented. The Board Charter

requires both a majority of the Board, and the Chairman, to be

independent Directors.

The Board currently comprises seven Directors (six independent

Directors and one non-independent Director). The composition


of the Board, experience and Board tenure are set out below:

Mark Tume (BBS, Dip Bkg Stud)

Chairman and Independent Director

Mark Tume has been Chairman since 2013 and a director since

2007. He is Chair of RetireAustralia, Ngai Tahu Holdings Corporation

and Te Atiawa Iwi Holdings. Mr Tume’s professional experience has

been in banking and funds management.

Marko Bogoievski (BCA, MBA, FCA)


Non-Independent Director

Marko Bogoievski is Chief Executive of Infratil and its Manager,

Morrison & Co. He joined the Infratil board in 2009. He is Chairman

of Vodafone New Zealand and a director of Morrison & Co. He was

previously Chief Financial Officer of Telecom New Zealand and has

previously held board roles with Trustpower, Auckland Airport and

Infratil Energy Australia. Mr Bogoievski has an interest in Morrison


& Co, which has the Management Agreement with Infratil.

Alison Gerry (BMS(Hons), MAppFin)


Independent Director

Alison Gerry joined the Infratil board in 2014 and is Chair of the

Audit and Risk Committee. She is a director of Wellington

International Airport, ANZ Bank New Zealand, Vero Insurance


New Zealand and Sharesies. She has been a professional director

since 2007. Previously, Ms Gerry worked for both corporates and

for financial institutions in Australia, Asia and London in trading,

finance and risk roles.

Paul Gough (BCom(Hons))


Independent Director

Paul Gough joined the Infratil board in 2012. He is managing

partner of the UK private equity fund STAR Capital. He is a

director of several international companies in the transport,

logistics, healthcare, infrastructure and financial services sectors.

Mr Gough previously worked for Credit Suisse First Boston in


New Zealand and London.

Kirsty Mactaggart (BAcc, CA)


Independent Director

Kirsty Mactaggart joined the Infratil board in 2019. She was most

recently the Head of Equity Capital Markets, Corporate Finance

and Governance Asia for Fidelity International, and was previously

a Managing Director at Citigroup across Hong Kong and London.

She has 25 years global financial market experience with a unique

investor perspective and a focus on governance. Ms Mactaggart

is originally from Scotland but is now a New Zealand resident.

Catherine Savage (BCA, FCA)


Independent Director

Catherine Savage joined the Infratil board in 2019. She is currently

the Chair of the Guardians of New Zealand Superannuation,


and has previously served as the Chairperson of the National

Provident Fund, an independent director of the Todd Family

Office, Kiwibank and Pathfinder Asset Management, and earlier

led AMP Capital in New Zealand. Ms Savage is Co-Chair of the

New Zealand Chapter for Women Corporate Directors, a Fellow

of Chartered Accountants Australia & New Zealand, a Fellow of

The Institute of Directors and a Fellow of INFINZ.

Peter Springford (MBA)

Independent Director

Peter Springford joined the Infratil board in 2016. He is a director


of Zespri and has extensive experience in managing companies

in Australia, New Zealand and Asia, including five years based in

Hong Kong as President of International Paper (Asia) Limited and

four years as Chief Executive Officer and Managing Director of

Carter Holt Harvey Limited. Mr Springford is a chartered member

of the New Zealand Institute of Directors.

Independence

The Board Charter sets out the standards for determining whether

a Director is independent for the purposes of service on the Board

and committees. These standards reflect the requirements of the

NZX Listing Rules.

A Director is independent if the Board affirmatively determines

that the Director satisfies these standards. The Board has

determined that:

• All the non-executive Directors (namely, M Tume, A Gerry,


P Gough, K Mactaggart, C Savage and P Springford) are

independent Directors.

• The Chief Executive (M Bogoievski), as an employee of Morrison

& Co (and occupying a position analogous to an executive

Director), is not an independent Director.

Tenure

Directors are not appointed for fixed terms. However, the

Constitution and the NZX Listing Rules require all Directors to

stand for re-election at the 3rd annual meeting after

appointment or after three years (whichever is longer).

A Director appointed by the Board to fill a casual vacancy


must also stand for election at the following annual meeting.

121
Board and committee meetings

The Board will normally hold at least six meetings in each year,

and additional Board meetings are held where necessary in order

to prioritise and respond to issues as they arise.

The Board and Committee meetings and attendance in Financial

Year 2020 are set out below:

Full

agenda

board

meetings

Limited

agenda

board

meetings

Audit


and risk

committee

Nomination

and

remuneration

committee

3

Manager

engagement

committee

M Tume8/82/24/40/05/5

M Bogoievski8/82/2---

A Gerry8/82/24/40/05/5

P Gough8/82/2-0/05/5

K Mactaggart8/82/22/2--

H Rolleston14/41/1 --3/3

C Savage

2

5/51/1 1/2-2/2

P


Springford8/82/22/2-5/5

1

Retired at the 2019 annual meeting on 22 August 2019

2

Appointed 1 August 2019

3

The committee did not meet in Financial Year 2020 as Ms Mactaggart’s

and Ms Savage’s appointments were considered in Financial Year


2019 and the proposed Directors’ fee pool approved at the 2019 annual

meeting (and the proposed approach to Directors’ fees for Financial

Years 2020-2022) were considered by the full Board.

Independent professional advice and training

With the approval of the Chairman, Directors are entitled to seek

independent professional advice on any aspect of the Directors’

duties, at Infratil’s expense. Directors are also encouraged to

identify and undertake training and development opportunities.

Board performance and skills

The Board, the Audit and Risk Committee and individual Directors

are subject to a performance appraisal from time to time (the

Chairman initiates a review of Board performance annually, and

an external review of the Board was conducted in Financial Year

2018). Appropriate strategies for improvement are agreed and

actioned.

The skills and capabilities of the Board are continually assessed

through the Chairman and the Board, including potential gaps in

skills and experience. Infratil has developed a Board skills matrix

of the skills and experience currently regarded as being important

to Infratil (and which is set out in the table below). The Board

considers that this mix of skills and experience is currently

represented on the Board.

Skill/experience

Governance and stakeholder management

Infrastructure asset management and private markets

Financial/accounting

Capital markets and funds management

People and performance

Technology and innovation

Regulation

Marketing and consumer intelligence

Directors’ and Officers’ insurance

Infratil has arranged Directors’ and Officers’ liability insurance

covering Directors acting on behalf of Infratil. Cover is for damages,

judgements, fines, penalties, legal costs awarded and defence

costs arising from wrongful acts committed while acting for Infratil.

The types of acts that are not covered are dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or regulations

or duty to Infratil, improper use of information to the detriment of

Infratil, or breach of professional duty.

Takeover protocols

The Board has approved protocols that set out the procedure

to be followed if there is a takeover for Infratil, which reflect the

requirements of the Takeovers Code, market practice and

recommendations by the Takeovers Panel.

Morrison & Co

Role of Morrison & Co

The day to day management responsibilities have been

delegated to Morrison & Co under the Management Agreement.

The Management Agreement specifies the duties and powers of

Morrison & Co, and the management fee payable to Morrison &

Co (which is summarised in note 27 to the Financial Statements on

page 111 of this annual report).

The Board determines and agrees with Morrison & Co specific

goals and objectives, with a view to achieving the strategic goals

of Infratil. Between Board meetings, the Chairman maintains an

informal link between the Board and Morrison & Co, and is kept

informed by Morrison & Co on all important matters. The Chairman

is available to Morrison & Co to provide counsel and advice where

appropriate. Decisions of the Board are binding on Morrison & Co.

Morrison & Co is accountable to the Board for the achievement of

the strategic goals of Infratil. At each of its Board meetings, the

Board receives reports from or through Morrison & Co including

financial, operational and other reports and proposals.

Infratil’s management comprises people employed by the

Morrison & Co (including the Chief Executive and Chief Financial

Officer), and people employed by Infratil’s subsidiaries and

investee companies.

Manager performance

A key responsibility of of the Board is monitoring the Morrison &

Co’s performance and compliance with the Management

Agreement (including potential conflicts between the interests of

Morrison & Co and the interests of Infratil shareholders). Given the

important of this responsibility in the context of Infratil’s business,

the Board has established the Manager Engagement Committee

as a dedicated Board committee charged with this responsibility.

The Board also recognises the potential for conflicts to arise in the

allocation of investment opportunities among clients of Morrison &

Co (including Infratil). Infratil has used investment joint ventures for

many years and expects to continue to do so, and the Board

encourages Morrison & Co to identify aligned parties with which

Infratil can co-invest. Accordingly, the Board and Morrison & Co

have agreed a deal allocation process so Infratil has visibility of all

investment opportunities that fit with Infratil’s investment strategy

and clear investment rights in respect of those opportunities.

122
The Board initiates a review of the Management Agreement from

time to time. An external review of the management fee payable

to Morrison & Co under the Management Agreement was

conducted in Financial Year 2018 (and the key conclusions of


that were noted in the 2018 Annual Report).

Health and safety

Health and safety is managed by Infratil’s operational businesses

and Morrison & Co (rather than in aggregate at a group level),

and the Board is provided with regular health and safety reports

for those operating businesses and Morrison & Co.

Diversity

Infratil has a Diversity Policy, which applies to Infratil and its

wholly-owned subsidiaries. This policy does not apply to portfolio

businesses which are not wholly-owned subsidiaries of Infratil:

• Trustpower and Tilt Renewables (which, in aggregate, comprise

approximately 53% of Infratil’s assets and employee

approximately 25% of the people employed in Infratil’s

operational businesses) each has a Diversity and Inclusion

Policy for its business, copies of which are available on their

websites: https://www.trustpower.co.nz/investor-centre/

governance-documents and https://www.tiltrenewables.com/

investors-landowners/governance-documents/.

• Infratil encourages its other portfolio businesses to adopt

diversity policies which are appropriate for their businesses.

The Infratil Diversity Policy recognises the value of diversity of

thought at all levels of the business, in an inclusive environment,


is recognised as beneficial to decision making, improving and

increasing corporate and shareholder value, enhancing talent

recruitment and retention, increasing employee satisfaction and

enhancing the probability of achieving Infratil’s objectives

(“Principle”). Infratil ensures that it has (and encourages other

wholly-owned subsidiaries to have) strategies, initiatives and

practices to promote behaviours and processes that are

consistent with the Principle. Infratil recognises that these

strategies, initiative and practices will be different for each

wholly-owned subsidiary depending on its specific business

requirements and accordingly it believes that it is better to

engage with each wholly-owned subsidiary on diversity rather

than impose specific objectives on each company. For the same

reason, the Infratil Diversity Policy does not include measurable

objectives, as the appropriate measurable objectives will be

different for each portfolio business (and Trustpower and Tilt

Renewables have set, and report in their Annual Reports on,

gender diversity objectives as part of their diversity policies).

Management monitors, reviews and reports to the Board on

Infratil’s progress under this Policy.

At 31 March 2020, the Infratil Board consisted of four male

Directors and three female Directors (31 March 2019: five male

Directors and two female Director).

The following tables provide the proportion of women employees

in the organisation, women in senior executive positions and

women on the Board (senior executives are defined as a CEO or

CEO direct report, or a position that effectively carries executive

responsibilities):

2020 PositionNumberProportion

FemaleMaleFemaleMale

Board3443%57%

Senior

Executive

Positions

1, 2

165722%78%

Organisation1,6102,15041%59%

2019 PositionNumberProportion

FemaleMaleFemaleMale

Board2529%71%

Senior

Executive

Positions

1, 2

166520%80%

Organisation1,1682,28234%66%

1

Senior Executive Positions and Organisation include Morrison & Co

executive team

2

The gender proportions of Senior Executive Positions (Infratil Group

excluding associates) was 4 female executives (19%) and 17 male

executives (81%) in 2020 and 10 female executives (25%) and 30 male

executives (75%) in 2019

Risk management

Risk management and compliance

The Audit and Risk Committee is responsible for ensuring that

Infratil has an effective risk management framework to identify,

treat and monitor key business risks and regulatory compliance,

and also reviews management practices in these areas. Formal

systems have been introduced for regular reporting to the Board

on business risk, including impacts and mitigation strategies and

compliance matters.

Morrison & Co (via the Chief Executive and Chief Financial Officer)

is required to, and has confirmed to the Audit and Risk Committee

and the Board in writing that, in their opinion:

• Financial records have been properly maintained and Infratil’s

financial statements present a true and fair view, in all material

respects, of Infratil’s financial condition, and operating results

are in accordance with relevant accounting standards;

• The financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice and

comply with International Financial Reporting Standards and

other applicable financial reporting standards for profit-

oriented entities;

• This opinion has been formed on the basis of a sound system


of risk management and internal control which is operating

effectively; and

• That system of risk management and internal control is

appropriate and effective internal controls and risk

management practices are in place to safeguard and protect

Infratil’s assets, to identify, assess, monitor and manage risk,


and identify material changes to Infratil’s risk profile.

123
Internal financial control

The Board has overall responsibility for Infratil’s system of internal

financial control. Infratil does not have a separate internal audit

function, however the Board has established procedures and

policies that are designed to provide effective internal financial

control:

• Annual budgets, forecasts and reports on the strategic direction

of Infratil are prepared regularly and reviewed and agreed by

the Board.

• Financial and business performance reports are prepared

monthly and reviewed by the Board throughout the year to

monitor performance against financial and non-financial

targets and strategic objectives.

External auditor

The Audit and Risk Committee is also responsible for the selection

and appointment of the external auditor (which is included within

the External Audit Relationship section of the Audit and Risk

Committee Charter) and ensuring that the external auditor or

lead audit partner is changed at least every five years.

Going concern

After reviewing the current results and detailed forecasts, taking

into account available credit facilities and making further

enquiries as considered appropriate, the Directors are satisfied

that Infratil has adequate resources to enable it to continue in

business for the foreseeable future. For this reason, the Directors

believe it is appropriate to adopt the going concern basis in

preparing the financial statements.

Reporting and disclosure

Disclosure

Infratil is committed to promoting investor confidence by providing

forthright, timely, accurate, complete and equal access to

information, and to providing comprehensive continuous disclosure

to shareholders and other stakeholders, in compliance with the NZX

Listing Rules. This commitment is reflected in Infratil’s Disclosure and

Communications Policy. Under this policy:

• All shareholder communications and market releases are

subject to review by Morrison & Co (including Chief Executive,

Chief Financial Officer and legal counsel), and information is

only released after proper review and reasonable inquiry.

• Full year and half year results releases are approved by the

Audit and Risk Committee and by the Board.

Shareholder and other stakeholder communications

Infratil aims to communicate effectively, give ready access to

balanced and understandable information about Infratil group

and corporate proposals and make it easy to participate in

general meetings. Infratil seeks to ensure its shareholders are

appropriately informed on its operations and results, with the

delivery of timely and focused communication, and the holding of

shareholder meetings in a manner conducive to achieving

shareholder participation. To ensure shareholders and other

stakeholders have access to relevant information Infratil:

• holds regular investor road shows and an annual investor day,

and sends interested parties the dates and invitations to

attend;

• sends security holders its annual and half year review, which is a

summary of Infratil’s operating and financial performance for

the relevant period, and periodic operational updates;

• ensures its website contains media releases, full year and half

year financial information and presentations, current and past

annual reports, Infratil bond documents, dividend histories,

notices of meeting, details of Directors and Morrison & Co, a list

of shareholders’ frequently asked questions and other

information about Infratil;

• makes available printed half year and annual reports and

encourages shareholders to access these documents on the

website and to receive advice of their availability by email;

• publishes press releases on issues/events that may have

material information content that could impact on the price of

its traded securities and sends email updates to interested

stakeholders;

• webcasts its half year and full year results so that a wide group

of interested parties can review and participate in discussions

on performance, and advises interested parties of the dates

and how to participate in the webcast; and

• provides additional explanatory information where

circumstances require.

Shareholder meetings are generally held in a location and at a


time which is intended to maximise participation by shareholders,

and Infratil is considering appropriate solutions for holding the 2020

Annual Meeting given the impact of COVID-19. Full participation of

shareholders at the annual meeting is encouraged to ensure a high

level of accountability and identification with Infratil’s strategies

and goals. Shareholders have the opportunity to submit questions

prior to each meeting and Morrison & Co, senior management of

subsidiary companies and auditors are present to assist in and

provide answers to questions raised by shareholders. There is also

generally an opportunity for informal discussion with Directors,

Morrison & Co and senior management for a period after the

meeting concludes.

Infratil supports the efforts of the New Zealand Shareholders’

Association (“NZSA”) to raise the quality of relations between public

companies and their shareholders. Shareholders wishing to learn

more about the NZSA can find information on its website (http://

www.nzshareholders.co.nz). While Infratil supports the general aims

and objectives of the NZSA, its specific actions and views are not

necessarily endorsed by Infratil, or representative of Infratil’s view.

Ethical behaviour

Code of Conduct and Ethics Policy

Infratil has always required the highest standards of honesty and

integrity from its Directors and employees, and this commitment

is reflected in Infratil’s Ethics and Code of Conduct Policy. The

policy recognises Infratil’s commitment to maintaining the highest

standards of integrity and its legal and other obligations to all

legitimate stakeholders, and applies to Directors, Morrison & Co

and all employees.

The policy sets the ethical and behavioural standards and

professional conduct for which Directors, Morrison & Co and

employees of Infratil and its subsidiaries are expected to conduct

their work life. Infratil has communicated the policy to employees

and provided training on it, and failure to follow the standards

124
provided in this Code will result in the appropriate staff or other

performance management practices being invoked and may lead

to disciplinary action (including dismissal).

Financial Products Trading Policy

Infratil has a financial products trading policy applicable to

Directors, Morrison & Co staff and all employees of Infratil and

its subsidiaries who intend to trade in Infratil Financial Products

(which includes quoted financial products issued by Trustpower,

Tilt Renewables and WIAL, in addition to those issued by Infratil).

All trading in Infratil Financial Products by Directors, Morrison & Co

staff and employees of Infratil and its subsidiaries must comply

with this policy. The policy includes a fundamental prohibition on

insider trading and obligations of confidentiality when dealing

with material information. The policy also requires Directors,


Morrison & Co staff and other employees who have, or may have,

access to market sensitive information to obtain consent prior to

trading (although these obligations do not apply to employees

of Trustpower or Tilt Renewables, which as separate listed

companies have their own procedures for dealing with insider

trading).

Investment strategy

Infratil’s investments are long-term, and its objective is to deliver

above average returns to shareholders over the long-term.

The first part of this goal is to position Infratil in sectors where

there will be opportunities to invest capital to meet customer and

community needs. The second part is to make sure that Infratil’s

businesses meet those needs with value-for-money services

and facilities.

Infratil will invest where it has expertise, or can partner with

expertise, and where it can influence the strategic and operational

directions of the companies it invests in.

Further information is available on Infratil’s website:

www.infratil.com/about-us/strategy/.

Remuneration and performance

Directors’ remuneration

The Board determines the level of remuneration paid to Directors

within the amounts approved from time to time by Shareholders

(for the year ended 31 March 2020, this was $1,329,375 per annum,

which was approved by Shareholders at the 2019 annual

meeting). Directors are paid a base fee and may also be paid,


as additional remuneration:

• an appropriate extra fee as Chairman or Member of a Board

Committee;

• an appropriate extra fee as a director of an Infratil subsidiary

(other than Trustpower and Tilt Renewables); and

• an appropriate extra fee for any special service as a Director


as approved by the Board.

In addition, Directors are entitled to be reimbursed for costs

directly associated with the performance of their role as Directors,

including travel costs. The Chairman approves all Directors’

expenses, and the Chair of the Audit and Risk Committee

approves the Chairman’s expenses.

Mr Bogoievski was paid fees in his capacity as a Director for the

year ended 31 March 2020, but will not be paid fees in his

capacity as a Director from 1 April 2020. Mr Bogoievski receives no

remuneration from Infratil for his role as Chief Executive, and his

remuneration as Chief Executive is paid by Morrison & Co.

Remuneration is reviewed annually by the Board, and fees are

reviewed against fee benchmarks in New Zealand and Australia

and to take into account the size and complexity of Infratil’s

business. The fee structure approved by the Board for the year

ended 31 March 2020 is set out below:

Annual fee structure

Financial


year 2020

(NZD)

Base Fees:

Chairman of the Board239,800

Director112,000

Overseas Director (P Gough)140,000

Board Committee Fees:

Audit and Risk Committee

Chair37,000

Member18,800

Nomination and Remuneration Committee

ChairNil

MemberNil

Manager Engagement Committee

ChairNil

Member7,500

Remuneration paid to Directors (as a Director of Infratil and, where

applicable, as a director of an Infratil subsidiary) in respect of the

year ended 31 March 2020 (and 31 March 2019) is set out below

(note that all amounts exclude GST or VAT where appropriate):

Directors’ remuneration paid by Infratil

Directors’ remuneration (in their capacity as such) in respect of

the year ended 31 March 2020 and 31 March 2019 paid by the

Company was as follows (these amounts exclude GST, where

appropriate):

Director

Financial


year 2020

(NZD)

Financial


year 2019

(NZD)

M Tume (Chairman)239,800210,000

M Bogoievski112,000103,733

A Gerry 156,500130,000

P Gough147,500135,498

K Mactaggart128,7982,110

H Rolleston

1

47,227110,000

C Savage

2

89,019110,000

P Springford129,002118,781

To ta l1,049,846810,122

1

Mr Rolleston retired at the 2019 annual meeting on 22 August 2019

2

Ms Savage was appointed on 1 August 2019

125
Directors’ Remuneration paid by Infratil Subsidiaries

Directors’ remuneration (in their capacity as such) in respect of

the year ended 31 March 2020 and 31 March 2019 paid by

subsidiaries was as follows (these amounts exclude GST where

appropriate):

Director

Financial


year 2020

(NZD)

Financial


year 2019

(NZD)

A Gerry (Wellington International

Airport Limited) 104,754102,700

No other benefits have been provided by Infratil or its subsidiaries

to a Director for services as a Director or in any other capacity,

other than as disclosed in the related party note to the financial

statements, or in the ordinary course of business. No loans have

been made by Infratil or its subsidiaries to a Director, nor has

Infratil or its subsidiaries guaranteed any debts incurred by a

Director.

Directors’ shareholding

Under Infratil’s Constitution, Directors are not required to hold

shares in Infratil. However, in recognition of the benefits of aligning

Directors’ interests with those of shareholders, non-executive

Directors have the option to take up a portion of their fees paid

through the issue of shares to those Directors. All Directors who take

up this option either hold those shares themselves or those shares

are held by organisations to which they are associated parties.

Directors will not normally make investments in listed infrastructure

or utilities securities in areas targeted by Infratil.

Management fee

As noted earlier, Infratil is managed by Morrison & Co, under a

Management Agreement. The Management Agreement sets out

the terms of the services provided by Morrison & Co and the basis

of fees, including base fees and incentive fees. Details of fees paid

to Morrison & Co are disclosed in this annual report, including:

• Note 27 to the Financial Statements on page 111: components

of the Management Fee.

• Note 28 to the Financial Statements on page 111: International

Portfolio Incentive Fees.

• Note 26 to the Financial Statements on page 110: related party

disclosures in respect of Morrison & Co and fees paid to

Morrison & Co.

• In the statutory information section on pages 124 and 126,


the interests of the Director associated with Morrison & Co,

and Director’s fees.

Chief Executive remuneration

The Chief Executive is employed by Morrison & Co, not Infratil.

The only cost to Infratil of the Chief Executive is the Management

Fee payable to Morrison & Co (referred to above) and Infratil does

not have (and therefore cannot disclose) any information on his

renumeration.

Executive Remuneration

Infratil supports the recommendations in the NZX Corporate

Governance Code and the FMA Corporate Governance Code

that the remuneration of executives should be transparent,


fair and reasonable.

Infratil’s policy is that all investee companies should adopt

remuneration policies for their executives which set remuneration

at levels that are fair and reasonable in a competitive market,

and that include elements that are dependent on the investee

company’s performance and the performance of the individual.

Establishing appropriate remuneration policies is complex and

each investee company has a policy that it appropriate for its

business – there is no “one-size-fits-all” methodology.

Infratil does not disclose any information on people employed


by Morrison & Co, as these people are remunerated by

Morrison & Co. The only cost to Infratil of these people is the

Management Fee payable to Morrison & Co (referred to above)

and Infratil does not have (and therefore cannot disclose) any

information on their renumeration. Employees of Morrison & Co

include most of the management team listed on page 6 of


this annual report (including the Chief Executive and Chief

Financial Officer).

Although Infratil does not disclose information on employees of


Tilt Renewables or Trustpower, both companies are also listed on

the NZX and their remuneration structures are disclosed in their

reporting to shareholders.

Employee remuneration

During the year ended 31 March 2020, the following number of

employees (and former employees) of Infratil and its subsidiaries

received remuneration and other benefits in their capacity as

employees of at least $100,000. This does not include employees

of Morrison & Co (who include most of the management team

listed on page 6 of this annual report, including the Chief

Executive and Chief Financial Officer), as these employees are

remunerated by Morrison & Co and the only cost to Infratil of

these employees is the Management Fee payable to


Morrison & Co (referred to above).

126
Remuneration rangeNumber of employees

$100,000 to $110,00041

$110,001 to $120,00029

$120,001 to $130,00018

$130,001 to $140,00038

$140,001 to $150,00025

$150,001 to $160,00013

$160,001 to $170,00014

$170,001 to $180,00010

$180,001 to $190,00012

$190,001 to $200,00010

$200,001 to $210,00012

$210,001 to $220,0003

$220,001 to $230,0003

$230,001 to $240,0001

$240,001 to $250,0003

$250,001 to $260,0006

$260,001 to $270,0002

$280,001 to $290,0002

$310,001 to $320,0001

$340,001 to $350,0004

$370,001 to $380,0001

$380,001 to $390,0001

$410,001 to $420,0002

$430,001 to $440,0001

$440,001 to $450,0001

$460,001 to $470,0001

$470,001 to $480,0001

$480,001 to $490,0001

$490,001 to $500,0002

$500,001 to $510,0001

$640,001 to $650,0001

$700,001 to $710,0001

$720,001 to $730,0001

$810,001 to $820,0002

$880,001 to $890,0001

$950,001 to $960,0001

$1,050,001 to $1,060,0001

$1,980,001 to $1,990,0001

Disclosures

Directors Holding Office

Infratil’s Directors as at 31 March 2020 are:

• Mark Tume (Chairman)

• Marko Bogoievski

• Alison Gerry

• Paul Gough

• Kirsty Mactaggart

• Catherine Savage

• Peter Springford

Humphry Rolleston resigned as a Director at the 2019 annual

meeting on 22 August 2019.

Entries in the Interests Register

Statement of Directors’ interests

As at 31 March 2020, Directors had relevant interests (as defined


in the Financial Markets Conduct Act 2013) in quoted financial

products of Infratil or any related body corporate of Infratil, as

follows:

Beneficial

interests

Non-beneficial

interests

Infratil (IFT) ordinary shares

M Tume44,6166,637

M Bogoievski1,835,229

A Gerry24,481

P Gough180,313

K Mactaggart40,258

P Springford30,890

Trustpower (TPW) ordinary shares

M Bogoievski26,318

K Mactaggart8,300

IFT210 Bonds

P Springford40,000

WIA030 Bonds

P Springford30,000

As at 31 March 2020, Directors and senior executives (employed


by Morrison & Co) held, in aggregate, 4.1% of the Infratil ordinary

shares.

127
Dealing in securities

The following table shows transactions by Directors recorded in

respect of those securities during the period from 1 April 2019 to


31 March 2020:

Director

No of securities

bought/(sold)

Cost/(proceeds)


(NZD)

Infratil Limited (IFT)

ordinary shares

M Tume – beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 4,95619,824.00

On-market acquisition (in lieu of

director’s fees) – 20/06/20192,2149,985.58

Allotment pursuant to Dividend

Reinvestment Plan – 13/12/2019 469 2,289.38

M Tume – non-beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 776 3,104.00

Allotment pursuant to Dividend

Reinvestment Plan – 13/12/2019 69 336.82

M Bogoievski – beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 216,930867,720.00

A Gerry – beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 2,893 11,572.00

P Gough – beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 21,313 85,252.00

K Mactaggart – beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 4,758 19,032.00

P Springford – beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 3,351 13,404.00

On-market acquisition (in lieu of

director’s fees) – 20/06/2019 2,2149,985.58

Allotment pursuant to Dividend

Reinvestment Plan – 13/12/2019 325 1,586.46

H Rolleston – beneficial

Allotment pursuant to Retail

Entitlement Offer – 18/05/2019 4,405 17,620.00

On-market acquisition (in lieu of

director’s fees) – 20/06/2019 2,2149,985.58

Use of Company information

During the period the Board has received no notices from any

Director of the Company or its subsidiaries requesting to use

company information received in their capacity as a Director,

which would not otherwise have been available to them.

Directors’ relevant interests

The following are relevant interests of the Company’s Directors

as at 31 March 2020:

M Tume

Director of Yeo Family Trustee Limited

Director of Long Board Limited

Director of Welltest Limited

Director of Koau Capital Partners Ltd

Director of various Infratil wholly owned companies

Director of RetireAustralia Pty Limited

Director of Blink Pay Global Group Limited

Chair of Te Atiawa Iwi Holdings Limited Partnership

Chair of Ngai Tahu Holdings Corporation Limited

M Bogoievski

Director of Zig Zag Farm Limited

Director of various Infratil companies

Chief Executive of the H.R.L. Morrison & Co group, and Director


of H.R.L. Morrison & Co Group GP Limited and companies wholly-

owned by the H.R.L. Morrison & Co Group Limited Partnership

A Gerry

Director of Wellington International Airport Limited

Director of Glendora Holdings Limited

Director of Glendora Avocados Limited

Director of Vero Insurance New Zealand Limited

Director of Vero Liability Insurance New Zealand Limited

Director of Asteron Life Limited

Director of On Being Bold Limited formerly Biz4Girls Limited

Director of Sharesies Limited

Director of Sharesies Nominees Limited

Director of ANZ Bank New Zealand Limited

128
P Gough

Partner of STAR Capital Partners

Director of various STAR Capital Group entities

Director of Star Asset Finance Limited

Director of Eversholt Investments GP Limited

Director of First Capital Finance Limited

Director of Kennet Equipment Leasing Limited

Director of Ignition Credit PLC

Director of Gough Capital Limited

Director of OPM Investments Limited

Director of Tipu Capital Limited

Director of Tipu Capital (NZ) Limited

Director of STAR Mayan Limited

Director of Urban Splash Residential Limited and various


Urban Splash Residential Group entities

Director of STAR Errigal Topco Limited

Director of STAR Errigal Midco Limited

Director of STAR Errigal BidCo Limited

Director of STAR III Limited

Director of Safair Holdings (Pty) Ltd

Director of Safair Lease Finance (Pty) Ltd

Director of SAFOPS Investment Holdings (Pty) Ltd

Director of STAR Throne Midco Limited

Director of STAR Throne Bidco DAC

Director of ASL Aviation Holdings DAC

K Mactaggart

Director and shareholder of The Farm at Lake Hayes Limited

C M Savage

Director of CMS Capital Limited

Director of Comrad Holdings Limited

Director of Comrad Medical Systems Limited

Chair of Guardians of New Zealand Superannuation

Director of Hyklene Limited

Director of Industrial Distributors Limited

Director of Radsoft Holdings Limited

Director of SAFCO Food Service Limited

Director of SAFCO Limited

Director and shareholder of Savage Capital Holdings Limited

Director of Savage Capital Limited

Director and shareholder of Savage Group Limited

Director and shareholder of Savage Nominees Limited

Director of The Griffin Savage Coy. Limited

P M Springford

Director and Shareholder of Springford and Newick Limited

Director of Loncel Technologies 2014 Limited

Director and Shareholder of NZ Frost Fans Limited

Director and Shareholder of New Zealand Wood Products Limited

Director and Shareholder of Aussie Frost Fans 2012 Limited

Director and Shareholder of Omahu Ventures Limited

Director of Mondiale Technologies Limited

Director of Zespri Group Limited

All Directors

(other than A Gerry, K Mactaggart, C M Savage and P M Springford)

Aotea Energy Limited effected, from 23 July 2013, public offering of

securities insurance brokered by Marsh & McLennan Agency Limited

for the benefit of Z Energy Limited, Aotea Energy Investments

Limited, Aotea Energy Holdings Limited and its subsidiaries, NZSF

Aotea Limited and its subsidiaries, Guardians of New Zealand

Superannuation as manager and administrator of the New Zealand

Superannuation Fund as shareholder of NZSF Aotea Limited, Infratil

Limited and its subsidiaries, Morrison & Co and its subsidiaries

(subject to a professional indemnity exclusion), and the directors

and employees of the foregoing. Full details of the POSI policy are

available from Morrison & Co.

All Directors

Infratil has arranged Directors’ and Officers’ liability insurance

covering any past, present or future director, officer (e.g. company

secretary), executive officer, non-executive director or employee

acting in a managerial or supervisory capacity or named as a

co-defendant with Infratil or a subsidiary of Infratil. Cover is for

damages, judgements, fines, penalties, legal costs awarded and

defence costs arising from wrongful acts committed while acting

for Infratil or a subsidiary, but excluding dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or regulations

or duty to Infratil or a subsidiary, improper use of information to

the detriment of Infratil or a subsidiary, or breach of professional

duty. The period of insurance is currently 1 August 2019 to 1

August 2020. The limit of Indemnity is $120 million (for claims other

than securities claims) or $90 million (for securities claims) for any

one claim and in aggregate, and separate defence costs cover of


$20 million has been placed.

As permitted by its Constitution, Infratil Limited has entered into


a deed of indemnity, access and insurance indemnifying certain

directors and senior employees of Infratil, its wholly-owned

subsidiaries and other approved subsidiaries and investment

entities (Indemnified Persons) for potential liabilities, losses,

costs and expenses they may incur for acts or omissions in their

capacity as directors or senior employees, and agreeing to effect

directors’ and officers’ liability insurance for the Indemnified

Persons, in each case subject to the limitations set out in the

Companies Act 1993. The deed was executed 31 July 2015.

129
Directors of Infratil Subsidiary Companies

Subsidiary companyDirector of subsidiary

Aotea Energy Holdings Limited M Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Aotea Energy Holdings No 2 Limited M Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Aotea Energy Investments Limited M Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Aotea Energy Limited M Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Blayney and Crookwell WindFarm Pty LtdD Campbell and G Swier

Church Lane Wind Farm Pty LtdD Campbell and G Swier

Cityline (NZ) Limited


(sale completed 2 September 2019)

Z Fulljames, C Stratton and S Thorne

Dundonnell Wind Farm Pty LtdD Campbell and G Swier

Dysart 1 Pty LtdD Campbell and G Swier

Fiery Creek Wind Farm Pty LtdD Campbell and G Swier

Fiery Creek Wind Farm Holdings Pty Ltd D Campbell and G Swier

Hopsta LimitedV Hawksworth (ceased 24 January 2020) and D Prentice

Infratil 1998 LimitedM Bogoievski and M Tume

Infratil 2016 LimitedM Bogoievski and M Tume

Infratil 2018 LimitedM Bogoievski and M Tume

Infratil 2019 LimitedM Bogoievski and M Tume

Infratil Australia LimitedM Bogoievski and M Tume

Infratil Energy LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Infratil Energy New Zealand LimitedK Baker (ceased 19 July 2019), M Bogoievski and P Harford

Infratil Europe LimitedM Bogoievski and M Tume

Infratil Finance LimitedM Bogoievski and M Tume

Infratil Gas LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Infratil Infrastructure Property LimitedK Baker, P Coman

Infratil Investments LimitedM Bogoievski and M Tume

Infratil No. 1 LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Infratil No. 5 LimitedM Bogoievski and M Tume

Infratil Outdoor Media Limited M Bogoievski

Infratil PPP Limited K Baker (ceased 19 July 2019), M Bogoievski and P Harford

Infratil Renewables LimitedM Bogoievski and M Tume

Infratil RV LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Infratil Securities LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Infratil Trustee Company LimitedM Bogoievski and M Tume

Infratil UK LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Infratil US Renewables, IncM Bogoievski and V Vallabh

Infratil Ventures LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Infratil Ventures 2 LimitedM Bogoievski and M Tume

King Country Energy Holdings LtdV Hawksworth (ceased 24 January 2020) and D Prentice

King Country Energy LtdP Calderwood, R Carter and K Palmer

Liverpool Range Wind Farm Pty LtdD Campbell and G Swier

Meitaki LtdM Harrington, S Sanderson and A Willis

Nebo 1 Pty Ltd

D Campbell and G Swier

New Lynn Central LimitedP Coman, A Lamb and A Young

New Zealand Bus Finance Company Limited


(sale completed 2 September 2019)

K Baker, J Boyes and S Proctor

130
Subsidiary companyDirector of subsidiary

New Zealand Bus Limited

(sale completed 2 September 2019)

K Baker, J Boyes and S Proctor

New Zealand Bus Tauranga Limited


(sale completed 2 September 2019)

C Neville, C Stratton and S Thorne

North City Bus Limited


(sale completed 2 September 2019)

Z Fulljames, C Stratton and S Thorne

North West Auckland Airport LimitedM Bogoievski and T Brown

NZ Airports LimitedM Bogoievski and M Tume

Perth Energy Holdings Pty Ltd


(sale completed 3 September 2019)

J Biesse, R Crawford, M Faulkner, P Harford and S Jones

Perth Energy Pty Ltd


(sale completed 3 September 2019)

J Biesse, R Crawford, M Faulkner, P Harford and S Jones

Renew Nominees LimitedM Bogoievski, P Harford and M Tume (ceased 26 August 2019)

Rye Park Renewable Energy Pty LtdD Campbell and G Swier

Salt Creek Wind Farm Pty LtdD Campbell and G Swier

Snapper Services Limited


(sale completed 31 May 2019)

R Brougham and P Harford

Snowtown 2 Wind Farm Holdings Pty Ltd

(incorporated 3 July 2019 and sale

completed 17 December 2019)

D Campbell and G Swier

Snowtown North Solar Farm Pty Ltd


(sale completed 17 December 2019)

D Campbell and G Swier

Snowtown South Wind Farm Pty Ltd


(sale completed 17 December 2019)

D Campbell and G Swier

Snowtown Wind Farm Pty LtdD Campbell and G Swier

Snowtown Wind Farm Stage 2 Pty Ltd


(sale completed 17 December 2019)

D Campbell and G Swier

Swift Transport LimitedM Bogoievski and M Tume

Swift Transport No.1 Limited


(sale completed 2 September 2019)

K Baker, J Boyes and S Proctor

Tararua Wind Power LimitedB Harker, F Oliver and A Urlwin

Tilt Renewables LimitedB Harker, V Hawksworth, P Newfield, F Oliver, P Strachan (ceased 19 July 2019),


G Swier, A Urlwin, V Vallabh

Tilt Renewables Australia Pty LtdD Campbell and G Swier

Tilt Renewables Financing PartnershipD Campbell and G Swier

Tilt Renewables Investments Pty LtdD Campbell and G Swier

Tilt Renewables Market Services Pty LtdD Campbell and G Swier

Tilt Renewables Retail Pty Ltd


(name changed from Wingeel Wind Farm

Pty Ltd on 6 March 2020)

D Campbell and G Swier

Transportation Auckland Corporation

Limited (sale completed 2 September 2019)

Z Fulljames, C Stratton and S Thorne

Trustpower Insurance LimitedV Hawksworth (ceased 24 January 2020), K Turner and D Prentice

Trustpower LimitedR Aitken (ceased 26 July 2019), K Baker, A Bickers (ceased 26 July 2019),


I Knowles, S Peterson, D Prentice, P Ridley-Smith, G Swier and K Turner

Trustpower Metering LimitedV Hawksworth (ceased 24 January 2020) and D Prentice

WA Power Exchange Pty Limited


(sale completed 3 September 2019)

J Biesse, R Crawford, M Faulkner, P Harford and S Jones

131
Subsidiary companyDirector of subsidiary

Waddi Wind Farm Pty LtdD Campbell and G Swier

Waverley Wind Farm LimitedB Harker and F Oliver

Waverley Wind Farm (NZ) Holding LimitedB Harker and F Oliver

Wellington Airport Noise Treatment LimitedM Harrington and S Sanderson

Wellington City Transport Limited


(sale completed 2 September 2019)

Z Fulljames, C Stratton and S Thorne

Wellington International Airport LimitedJ Boyes, T Brown, W Eagleson, A Foster, A Gerry and P Walker

Western Downs Solar Project Pty Ltd

(acquired 11 January 2019 and sold


30 March 2020)

D Campbell and G Swier

Western Energy Holdings Pty Limited


(sale completed 3 September 2019)

J Biesse, R Crawford, M Faulkner, P Harford and S Jones

Western Energy Pty Limited


(sale completed 3 September 2019)

J Biesse, R Crawford, M Faulkner, P Harford and S Jones

Whare Manaakitanga LimitedM Clarke, M Harrington and S Sanderson

Directors’ fees paid by Infratil subsidiary companies

(not otherwise disclosed in the Annual Report)

Subsidiary companyDirector of subsidiaryCurrency

Financial


year 2020

(NZD)

New Zealand Bus Limited

(sale completed 2 September 2019)

Kevin BakerNZD37,126

Jason BoyesNZD18,001

Steven ProctorNZD18,001

Perth Energy Pty Limited


(sale completed 3 September 2019)

Roger CrawfordAUD33,475

Michael FaulknerAUD25,112

P HarfordAUD25,112

Shane JonesAUD21,248

Snapper Services Limited


(sale completed 31 May 2019)

Ralph BrayhamNZD-

P HarfordNZD-

Tilt Renewables LimitedBruce HarkerAUD 190,000

Geoffrey SwierAUD 106,333

Paul NewfieldAUD 100,000

Vimal VallabhAUD 90,000

Phillip Strachan (ceased 19 July 2019)AUD 34,323

Fiona OliverAUD 113,333

Anne UrlwinAUD 102,333

Trustpower LimitedRichard Aitken (ceased 26 July 2019)NZD 28,667

Alan Bickers (ceased 26 July 2019)NZD 28,667

Kevin BakerNZD 98,000

Ian KnowlesNZD 119,250

Susan PetersonNZD 114,250

David PrenticeNZD 46,000

Paul Ridley-SmithNZD 178,250

Geoffrey SwierNZD 114,250

Keith TurnerNZD64,333

132
Wellington International Airport LimitedJason BoyesNZD 88,995

Tim BrownNZD 177,990

Wayne EaglesonNZD 104,754

Andrew FosterNZD 88,995

Alison GerryNZD 104,754

Andrew LambNZD 10,200

Phillip WalkerNZD 88,995

Donations

Infratil made donations of $1.0 million during Financial Year 2020

(2019: $0.9 million).

Auditors

It is proposed that KPMG be reappointed automatically at the

annual meeting pursuant to section 207T of the Companies Act

1993.

NZX waivers

During Financial Year 2020, Infratil was granted and relied on the

following waivers from the NZS Listing Rules (all of which are

available on Infratil's website: http://www.infratil.com/for-investors/

announcements:

• On 16 May 2019, Infratil was granted a waiver from the previous

NZX Listing Rule 7.11.1 to the extent that rule would otherwise

require the allotment of New Shares (under the Equity Raising

announced on 17 May 2019) to institutional shareholders and

institutional investors in respect of subscriptions received under

the Institutional Entitlement Offer and the Institutional Placement

to occur within five Business Days of the latest date applications

may be received under the Institutional Entitlement Offer and


the Institutional Placement.

• On 19 August 2019, Infratil was granted a waiver from NZX Listing

Rule 9.2.1 to the extent that rule would otherwise require Infratil


to seek shareholder approval in relation to payment of a fee to

Morrison & Co in relation to the divestment of Infratil’s 50% interest

in the Australian National University’s purpose built student

accommodation concession.

• On 21 August 2019, Infratil was granted a ruling on NZX Listing


Rule 2.11.3 that, for the purposes of the application of that rule to

Resolution 4 of Infratil's 2019 Notice of Meeting, the phrase “... the

number when the remuneration was approved by an Ordinary

Resolution,...” in the first sentence of the rule means seven

Directors.

• On 20 September 2019, Infratil was granted a waiver from NZX

Listing Rule 3.16.2 in respect of the extension of the closing date

of the offer of bonds to be quoted on 20 September 2019 with

the ticker code IFTHC.

Infratil was also granted a standing waiver from NZX Listing Rule

5.2.1 on 22 May 2020 (this standing waiver was originally granted


on 8 May 2017 from the previous NZX Listing Rule 9.2.1 and has

been re-documented under NZX’s transition arrangements for the

current NZX Listing Rules). The effect of the waiver is to waive the

requirement for Infratil to obtain an Ordinary Resolution from

shareholders to enter into a Material Transaction with a Related

Party to the extent required to allow Infratil to enter into

transactions with co-investors that have also engaged an entity

related to H.R.L. Morrison & Co Group LP for investment

management or advisory services. The waiver is provided on the

conditions specified in paragraph 2 of the waiver decision, which is

available on Infratil's website: www.infratil.com/for-investors/

announcements. No transactions were entered into during Financial

Year 2020 in reliance on this waiver.

Credit rating

Infratil does not have a credit rating. As at 31 March 2020,

Wellington International Airport Limited has a BBB+/Watch

Neg/A-2 credit rating from S&P Global Ratings. On 19 March

2020, S&P Global Ratings placed all rated Australian and

New Zealand airports, including Wellington International Airport

Limited, on CreditWatch with negative implications to reflect the

current extraordinary curtailment of air travel across the globe

caused by the rapid spread of the coronavirus and border

controls by various countries.

Continuing share buyback programme

Infratil maintains an ongoing share buyback programme, as

outlined in its 2019 Notice of Meeting. As at 31 March 2020, Infratil

had repurchased 887,617 shares pursuant to that programme

(which allows up to 50,000,000 shares to be bought back).

Shareholder information programme

Infratil is incorporated in New Zealand and is not subject to

Chapters 6, 6A, 6B and 6C of the Australian Corporations Act

2001. The acquisition of securities in Infratil may be limited under

New Zealand law by the Takeovers Code (which restricts the

acquisition of control rights of more than 20% of Infratil other than

via a takeover offer under the Code) or the effect of the Overseas

Investment Act 2005 (which restricts the acquisition of New

Zealand assets by overseas persons).

Substantial product holders

The following information is pursuant to Section 293 of the

Financial Markets Conduct Act 2013. According to notices

received by Infratil under that Act, the following person was a

substantial product holder in Infratil as at 31 March 2020:

Ordinary sharesNumber held

Accident Compensation Corporation39,990,501

The total number of voting securities of the Company on issue as

at 31 March 2020 was 659,678,837 fully paid ordinary shares.

133
Twenty largest shareholders

as at 31 March 2020

Citibank Nominees (NZ) Ltd 43,571,042

Accident Compensation Corporation 39,075,418

Tea Custodians Limited 38,905,639

JPMORGAN Chase Bank 36,236,013

HSBC Nominees (New Zealand) Limited 35,536,795

Forsyth Barr Custodians Limited 28,149,999

HSBC Nominees (New Zealand) Limited 27,185,751

FNZ Custodians Limited 26,980,840

New Zealand Permanent Trustees Limited 18,105,636

JBWERE (NZ) Nominees Limited 15,984,268

Cogent Nominees Limited 14,493,930

National Nominees New Zealand Limited 13,193,541

Robert William Bentley Morrison & Andrew Stewart

& Anthony Howard 11,748,820

BNP Paribas Nominees NZ Limited 11,386,872

New Zealand Depository Nominee 8,630,299

New Zealand Superannuation Fund Nominees

Limited 8,480,666

Premier Nominees Limited 8,220,701

Custodial Services Limited 6,315,800

Custodial Services Limited 6,095,255

Investment Custodial Services Limited 4,170,845

Spread of shareholders

as at 31 March 2020

Number

of shares*

Number


of holders

Total


shares held%

1-1,000 2,729 1,428,9340.2

1,001-5,0007,11819,597,3643.0

5,001-10,0003,63626,272,0674.0

10,001-50,0004,22585,597,11812.9

50,001-100,00041328,426,7004.3

100,001 and

Over239498,356,65475.6

To ta l18,359659,678,837100.0

* 303 shareholders hold less than a marketable parcel of Infratil shares

Twenty largest infrastructure bondholders

as at 31 March 2020

JBWERE (NZ) Nominees Limited 173,096,913

Forsyth Barr Custodians 161,145,338

FNZ Custodians Limited 110,687,978

New Zealand Central Securities 52,633,625

Investment Custodial Services 38,501,105

Custodial Services Limited 38,158,333

Custodial Services Limited 38,003,016

Custodial Services Limited 29,149,818

Lynette Therese Erceg & Darryl Edward Gregory


& Catherine Agnes Quinn 24,120,000

Custodial Services Limited 14,496,990

Forsyth Barr Custodians 9,413,000

Custodial Services Limited 7,026,500

Rgtkmt Investments Limited 6,250,000

Custodial Services Limited 5,289,000

FNZ Custodians Limited 5,196,500

Sterling Holdings Limited 5,130,000

Tappenden Holdings Limited 3,770,000

FNZ Custodians Limited 2,767,930

JBWERE (NZ) Nominees Limited 2,630,000

Garth Barfoot 2,500,000

Spread of infrastructure bondholders

as at 31 March 2020

Number

of Bonds

Number


of holders

Total


bonds held%

1-1,00054,373-

1,001-5,0001,2666,292,1940.5

5,001-10,0003,36332,342,7842.5

10,001-50,0008,636245,452,60118.8

50,001-100,0001,406115,220,6578.8

100,001 and

Over

810904,506,9166 9. 4

To ta l15,4861,303,819,525100.0

134
Comparative financial review

Financial performance

2020


$Millions

2019


$Millions

2018


$Millions

2017


$Millions

2016


$Millions

2015


$Millions

2014


$Millions

2013


$Millions

2012


$Millions

2011


$Millions

31 March year ended

Operating revenue

1,281.3

4

1,333.2

4

1,200.8

4

1,786.51,706.41,624.71,514.92,368.72,166.41,984.8

Underlying EBITDAF

5

480.9

4

431.2

4

482.0

4

488.0462.1452.5437.4

2

527.6520.2470.9

1

Operating earnings

3

6.3135.5157.2 155.2 149.4 120.3 164.2 183.5 199.3 252.9

Net gain/(loss) on

foreign exchange and

derviatives6.20.334.9 28.1 (13.6) (36.3) 70.7 (14.4) 19.2 (3.9)

Investment realisations,

revaluations and

impairments510.70.613.8(55.2) (51.8) 29.5 222.2 (5.9) 4.3 (0.5)

Net surplus after

taxation, discontinued

operations


and minorities241.2(19.5)71.4 66.1 438.3 383.5 198.9 3.4 51.6 64.5

Dividends paid113.795.1 89.6 82.9 110.4 148.8 57.0 48.2 44.1 37.6

Financial position

Represented by

Investments

2,033.3936.6940.6 882.9 534.3 532.3 294.1 334.2 340.9 323.7

Non-currents assets

4,618.54,614.25,075.3 5,170.4 5,085.2 4,830.6 4,613.3 4,435.2 4,328.8 4,193.7

Current assets

933.31,181.2 618.0 743.4 1,007.5 584.8 542.4 670.0 623.7 515.7

Total assets7,585.16,732.0 6,633.9 6,796.7 6,627.0 5,947.7 5,449.8 5,439.4 5,293.4 5,033.1

Current liabilities

421.4896.5355.6 672.7 559.0 344.0 623.6 679.6 547.5 415.7

Non-current liabilities

2,530.61,963.42,148.9 1,984.8 2,048.2 2,066.5 1,810.4 1,920.0 1,887.7 1,919.7

Infrastructure bonds

1,293.21,127.6 994.4 998.3 949.8 981.9 979.9 904.3 851.6 854.8

Total Liabilities4,245.23,987.5 3,498.9 3,655.8 3,557.0 3,392.4 3,413.9 3,503.9 3,286.8 3,190.2

Net Assets3 , 3 3 9.92,744.5 3,135.0 3,140.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6 1,842.9

Outside equity interest


in subsidiaries1,207.71,098.5 1,198.3 1,182.6 1,145.3 1,061.4 916.6 931.1 932.0 843.5

Equity

2,132.21,646.0 1,934.4 1,959.3 1,924.7 1,493.9 1,119.3 1,004.4 1,074.6 999.4

Total Equity3 , 3 3 9.92,744.5 3,132.7 3,141.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6 1,842.9

Dividends per share

17.2517.0016.0014.7519.6526.509.758.257.256.25

Shares on issue (‘000)

659,679559,278559,278560,053562,326561,875561,618583,321586,931602,806

1

Prior to fair value gains on acquisition recognised by associates of $60.7 million.

2

Prior to fair value gains on acquisition recognised by associates of $33.1 million.

3

Operating earnings is earnings after depreciation, amortisation and interest.

4

Operating revenue and Underlying EBITDAF relate to continuing operations.

5

Underlying EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results Presentation 2020.

Directory
Directors

M Tume (Chairman)

M Bogoievski

A Gerry

P Gough

K Mactaggart

C M Savage

P M Springford

Company Secretary

N Lough

Registered Office

New Zealand

5 Market Lane

PO Box 320

Wellington

Telephone: +64 4 473 3663

Internet address: www.infratil.com

Registered Office

Australia

C/- H.R.L. Morrison & Co Private Markets Pty Ltd

Level 31

60 Martin Place

Sydney NSW 2000

Telephone: +61 2 8098 7500

Manager

Morrison & Co Infrastructure Management Limited

5 Market Lane

PO Box 1395

Wellington

Telephone: +64 4 473 2399

Facsimile: +64 4 473 2388

Internet address: www.hrlmorrison.com

Share Registrar

New Zealand

Link Market Services

Level 11, Deloitte House

80 Queen Street

PO Box 91976

Auckland

Telephone: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Internet address: www.linkmarketservices.co.nz

Share Registrar

Australia

Link Market Services

Level 12

680 George Street

Sydney NSW 2000

Telephone: +61 2 8280 7100

Email: registrars@linkmarketservices.com.au

Internet address: www.linkmarketservices.com.au

Auditor

KPMG

10 Customhouse Quay

PO Box 996

Wellington

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.