Infratil announces opening of Share Purchase Plan

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

12 June 2020


Infratil announces opening of NZ$50 million Share Purchase Plan

Infratil is pleased to announce the opening of its non-underwritten Share Purchase Plan ("SPP") to
raise approximately NZ$50 million1. The SPP is part of Infratil's equity raising announced on 9 June
2020, whereby Infratil also undertook a fully underwritten NZ$250 million Institutional Placement
("Placement"). Infratil announced the successful completion of the Placement on 10 June 2020, which
was strongly supported and fully subscribed at price of $4.76 per share.

The SPP is open to Infratil shareholders who were recorded as having a registered address in New
Zealand or Australia as at 5:00pm (Sydney time) on 5 June 2020 (for shareholders on Infratil’s
Australian sub-register) and 5:00 pm (NZ time) on 8 June 2020 (for all other shareholders) ("Eligible
Shareholders"). Eligible Shareholders will receive their application forms to apply for up to a maximum
of NZ$50,000 / ~A$47,000 of new shares per shareholder. The price of these shares will be the lower
of the Placement share price, being $4.76 per share, or a 2.5% discount to the 5-day volume
weighted average price of Infratil shares traded on the NZX during the last 5 days of the SPP offer
period (including the closing date). Infratil may accept oversubscriptions at its discretion, and if scaling
of the SPP is required, it will be done so having regard to existing shareholder holdings at the relevant
record date, and otherwise at Infratil's discretion.

The SPP is subject to the terms and conditions included in the SPP offer booklet, being sent to
Eligible Shareholders today. Eligible Shareholders are encouraged to read the SPP booklet carefully,
and if in any doubt about whether or not to apply for shares under the SPP, to consult with a financial
or other professional advisor. The SPP offer booklet is accompanied by a hard copy Application Form,
however we encourage Eligible Shareholders to apply online at www.infratilshareoffer.com, rather
than using the postal service.

The new shares will rank equally in all respects with Infratil's existing ordinary shares.

Key dates relating to the SPP are set out in the Appendix to this announcement.

A copy of the SPP offer booklet accompanies this announcement.

Further information

Any enquiries should be directed to:

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



1
Infratil may decide to accept applications (in whole or part) that result in the SPP raising more or less than this amount in its absolute discretion.

2
Appendices

Key dates
2



Share Purchase Plan
Date / Time
Record date
In respect of shareholders on the Australian
sub-register, Friday, 5 June 2020 (5:00pm
Sydney time)

In respect of all other shareholders, Monday,
8 June 2020 (5:00pm NZST)
Expected despatch of SPP offer document and
application form
Friday, 12 June 2020
SPP opens Friday, 12 June 2020
SPP closes Thursday, 25 June 2020 (5:00pm NZST)
Announcement of results of SPP Tuesday, 30 June 2020
Allotment of shares on NZX and ASX Thursday, 2 July 2020
Commencement of trading of shares on NZX Thursday, 2 July 2020
Commencement of trading of shares on ASX Friday, 3 July 2020


IMPORTANT INFORMATION
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
The distribution of this announcement in jurisdictions outside New Zealand and Australia may be restricted by law and you
should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable
securities laws. In particular, this announcement may not be distributed or released in the United States. This announcement
does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any
jurisdiction in which such an offer would be illegal. The new shares to be offered and sold in the SPP have not been, and will
not be, registered under the U.S. Securities Act of 1933, as amended or the securities laws of any state or other jurisdiction
of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person that is acting
for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a
person in the United States).

2
The timetable presented is indicative only and subject to changes without notice (subject to applicable laws and the NZX Listing Rules and the ASX
Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

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This is an important document. You should read the whole document before deciding whether to
subscribe for shares in Infratil Limited.  If you have any doubts as to what you should do, you should
consult your financial advisor.
Not for distribution or release in the United States.
Infratil Limited
12 June 2020
SHARE PURCHASE PLAN
OFFER DOCUMENT

KEY INFORMATION

Eligibility You may participate in this Share Purchase Plan (SPP) if you are a shareholder of Infratil Limited
(Infratil) as at 5.00pm Sydney time on Friday 5 June 2020 (for shareholders on Infratil’s Australian
sub-register) or 5.00pm New Zealand time on Monday 8 June (for all other shareholders) with a
registered address in New Zealand or Australia. You may not participate if you are outside New
Zealand or Australia. Similarly, if you hold Shares on behalf of a person who resides outside New
Zealand or Australia, you may not participate in respect of that person.
Transferability The offer made under this SPP is personal to you. It cannot be transferred to another person.
Equal participation Each Eligible Shareholder has the right to apply for the maximum amount of Shares applicable in the
jurisdiction in which that Eligible Shareholder resides on the same terms and conditions as each other
Eligible Shareholder.
Application amount If you wish to participate in this SPP, you apply for a dollar amount of Shares, not for a certain
number of Shares. Eligible Shareholders can apply for Shares up to a maximum amount of NZ$50,000
/ A$47,000.
Issue Price of Shares The Shares will be issued at the lower of the price paid by investors in Infratil’s recent Placement,
being NZ$4.76 per Share, and a 2.5% discount to the five day volume weighted average price of
Infratil shares traded on NZX during the five NZX trading days up to, and including, the Closing Date.
If you are an Australian resident, the issue price will be determined by reference to the NZ$:A$
exchange rate published by the New Zealand Reserve Bank on its website at 7:00pm New Zealand
time on the Closing Date.
How to apply We encourage you to apply online at www.infratilshareoffer.com. Alternatively, you can
complete a hard copy Application Form.
You should read the instructions on the Application Form carefully.
If you are a Custodian, you also need to complete and return a Custodian Certificate. To determine
whether you are a Custodian, and how to obtain a Custodian Certificate, refer to clause 4 of the
Terms and Conditions. You need to return your completed Application Form (and, if applicable, a
Custodian Certificate) to the address on the Application Form. Applications MUST be received by
5:00pm New Zealand time / 3:00pm Sydney time on Thursday 25 June 2020 to be accepted (see
clause 3 of the Terms and Conditions for more information about applications).
Receiving your Shares You will receive your Shares on or about Thursday 2 July 2020, unless the Closing Date is extended.
Offer size and scaling Infratil is seeking to raise up to NZ$50 million under this SPP, with the ability for Infratil to accept
oversubscriptions at its discretion. Infratil may scale back the number of Shares to be allotted under
this SPP to each Applicant having regard to the shareholders' holding of Shares at the relevant
Record Date and otherwise at its discretion (see clause 3 of the Terms and Conditions for more
information about scaling).

Defined words and expressions used in this document are capitalised – see Glossary for their definition.

CONTENTS

KEY DATES*
DATE EVENT SUMMARY
5 June 2020 Record Date (in respect of
shareholders on the
Australian sub-register)
The date on which Eligible Shareholders are determined.
8 June 2020 Record Date (in respect of
all other shareholders)
The date on which Eligible Shareholders are determined.
12 June 2020 SPP Opening Date SPP opens for applications.
25 June 2020 SPP Closing Date The SPP closes at 5:00pm New Zealand time / 3:00pm Sydney time, unless
extended. Online applications or Application Forms returned by mail, and
payment must be received by the Share Registrar by this time.
30 June 2020 Announce results of SPP Announcement to be made on the NZX and ASX.
1 July 2020 ASX Settlement Date Settlement on the ASX.
2 July 2020 NZX Settlement Date Settlement on the NZX.
2 July 2020 Allotment Date Shares allotted on the NZX and ASX.
2 July 2020 Commencement of trading
on NZX
Trading is expected to commence on the NZX.

2 July 2020 Despatch Date Transaction confirmation despatched to participating shareholders.
3 July 2020 Commencement of trading
on ASX
Trading is expected to commence on the ASX.
* Infratil reserves the right to alter the key dates (subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws).
IMPORTANT INFORMATION Page 1
LETTER FROM THE CHAIR Page 3
QUESTIONS AND ANSWERS Page 5
TERMS AND CONDITIONS Page 8
GLOSSARY Page 14
DIRECTORY Page 16

1

IMPORTANT INFORMATION

GENERAL INFORMATION
This document has been prepared by Infratil in connection with an offer of new ordinary Shares ("SPP" or "Offer").
In New Zealand, the Offer is made to Eligible Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013. In Australia, the Offer is made to Eligible Shareholders in accordance with the relief granted in ASIC Instrument
20-0571 (“ASIC Instrument”) and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by the
ASIC Instrument.
This document is not a product disclosure statement or prospectus or other disclosure document and does not contain all of the
information which may be required in order to make an informed investment decision about the Offer or Infratil.
ADDITIONAL INFORMATION
Infratil is subject to continuous disclosure obligations under the NZX Listing Rules. Market releases by Infratil, including its most
recent financial statements, are available at www.nzx.com and www.asx.com.au under code IFT.
Infratil may, during the Offer, make additional releases to NZX and ASX. No release by Infratil to NZX or ASX will permit an applicant
to withdraw any previously submitted application without Infratil's consent, whether or not there has been any permissible variation
of the Offer.
The market price for the Shares may change between the date this Offer opens, the date you apply for Shares under the Offer, and
the date on which the Shares are allotted to you. Accordingly, the price paid for Shares under the Offer may be higher or lower than
the price at which Shares are trading on the NZX Main Board or the ASX at the time shares are issued under the Offer. The market
price of new Shares following allotment may be higher or lower than the Issue Price.
OFFERING RESTRICTIONS
This document is intended for use only in connection with the Offer to Eligible Shareholders with a registered address in New
Zealand and Australia. This document does not constitute an offer or invitation in any place in which, or to any person to whom, it
would not be lawful to make such offer or invitation. No action has been taken to permit a public offering of the Shares in any
jurisdiction outside New Zealand and Australia. The distribution of this document (including an electronic version) in a jurisdiction
outside New Zealand and Australia may be restricted by law and persons who come into possession of it (including nominees,
trustees or Custodians) should seek advice on and observe any such restrictions.
No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in possession of, or distribute to any other
person, any offering material or any documents in connection with the Shares, in any jurisdiction other than in compliance with all
applicable laws and regulations. Without limiting the foregoing, this document may not be sent to or distributed in the United
States.
This document does not constitute an offer to sell, or the solicitation of an offer to buy, any Shares in the United States. The Shares
to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or
sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to
the extent such person is acting for the account or benefit of a person in the United States).
CHANGES TO THE OFFER
Subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws, Infratil reserves the right to alter the dates set out in this
document. Infratil reserves the right to withdraw the Offer and the issue of new Shares at any time before the Allotment Date at its
absolute discretion.

2

NO GUARANTEE
No person named in this document (nor any other person) guarantees the Shares to be issued pursuant to the Offer or warrants the
future performance of Infratil or any return on any investment made pursuant to this document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this document does not constitute a recommendation to acquire Shares or financial product advice. This
document has been prepared without taking into account the investment objectives, financial, or taxation situation or particular
needs of any Applicant or investor.
PRIVACY
Any personal information you provide online or on the Application Form will be held by Infratil and/or the Share Registrar at the
address set out in the Directory. This information will be used for the purposes of administering your investment in Infratil. This
information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 1993 (NZ)
or the Privacy Act 1988 (Aus) (as applicable), you have the right to access and correct any personal information held about you.
ENQUIRIES
For enquiries about the Offer, please contact Infratil’s Share Registrar (refer to page 16 for contact details).
DEFINED TERMS
Capitalised terms used in this document have the specific meaning given to them in the Glossary at the back of this document.
Words importing the plural include the singular and vice versa.

3







Letter from the Chair

Dear Fellow Shareholder

On behalf of the Infratil Board of Directors, it is my pleasure to offer Eligible Shareholders the opportunity to subscribe for new ordinary
shares in Infratil through this Share Purchase Plan ("SPP"). This opportunity gives all Eligible Shareholders the chance to purchase up
to NZ$50,000 / A$47,000 of new Infratil shares without incurring brokerage or other transaction costs. Eligible Shareholders are all
persons who were recorded in Infratil's share register as being a holder of Infratil shares and having an address in New Zealand or
Australia as at 5:00pm Sydney time on 5 June 2020 (in respect of shareholders on the Australian sub-register) or 5.00pm New Zealand
time on 8 June 2020 (in respect of all other shareholders).

Purpose of the offer

The SPP is part of Infratil's equity raising initiative announced on 9 June 2020, whereby Infratil announced a NZ$250 million
underwritten placement of shares ("Placement"), and a SPP of approximately NZ$50 million (with the ability to accept oversubscriptions
at Infratil’s discretion). The Placement was completed on 10 June 2020 and successfully raised $250 million.

The equity raising proceeds will provide additional balance sheet flexibility to fund growth investments across our existing portfolio
companies and take advantage of new opportunities that may arise as a result of current market conditions.

Our diversified portfolio of businesses with strong long term fundamentals has proved resilient to the impact of COVID-19. We have
a long track record of delivering strong returns to shareholders and maintain a ten year total shareholder return target of 11-15%.

Infratil maintains an attractive pipeline of growth opportunities across its portfolio and we continue to evaluate new opportunities in
key growth sectors and new geographies. Infratil will continue to apply a disciplined approach to allocating capital when assessing
potential investments.

How you can participate in the SPP

Participation in the SPP is optional. However, it allows the vast majority of shareholders to apply for their equivalent pro-rata amount
if they wish.

The SPP will enable all Eligible Shareholders in New Zealand and Australia to participate in the equity raising and acquire new shares
in Infratil at the same price or lower than the Placement. The price per share under the SPP will be the lower of:

 NZ$4.76, being the price in the recent Placement; or
 a 2.5% discount to the five day volume weighted average price of Infratil shares traded on the NZX during the five trading
days up to, and including, the SPP offer closing date

Each Eligible Shareholder may elect to subscribe for up to NZ$50,000 / A$47,000, subject to scaling. This is the maximum amount
permitted under the NZX Listing Rules, as increased by the recent class waiver issued by NZX. Infratil has also obtained specific ASIC
relief to allow Australian investors to participate up to the same amount. Please note that if the SPP is oversubscribed, applications
may be scaled back having regard to existing shareholdings at the relevant Record Date, and otherwise at Infratil’s discretion.

Details of the SPP, including terms and conditions of the offer and an explanation of how Eligible Shareholders can participate, are
contained in this Offer Document and the Application Form. All documents relating to the SPP, as well as the Investor Presentation for
the Placement and the SPP that was released on 9 June 2020, are available online at www.infratilshareoffer.com.

If you wish to participate in the SPP, please ensure that your Application Form (and if you are a Custodian, your Custodian Certificate)
is completed and received by Infratil's Share Registrar, Link Market Services Limited, no later than 5:00pm New Zealand time / 3:00pm
Sydney time on 25 June 2020. Given the present uncertainties with respect to postal timing, we strongly encourage all shareholders
that wish to participate to apply online.

4

Shares under the SPP are expected to be allotted on or around 2 July 2020 and will rank equally with existing Infratil shares at that
date.

Conclusion

This Offer Document contains important information about the SPP. I encourage you to read it carefully and take the time to consider
the offer and seek financial, investment, or other professional advice from a qualified professional advisor.

The Board and management team remain excited about the future for Infratil and its current growth prospects. Reflecting their
commitment, I am pleased to confirm that all Infratil Directors that are Eligible Shareholders intend to participate in the SPP.

On behalf of the Board, I welcome your participation in the SPP and thank you for your continued support of Infratil.

Yours sincerely



Mark Tume
Chairman, Infratil Limited

5

QUESTIONS AND ANSWERS
DEFINED WORDS AND EXPRESSIONS USED IN THIS SHARE PURCHASE
PLAN ARE CAPITALISED - SEE THE GLOSSARY FOR THEIR DEFINITION.
THESE QUESTIONS AND ANSWERS ARE A SUMMARY ONLY AND YOU
SHOULD REFER TO THE TERMS AND CONDITIONS FOR FURTHER
INFORMATION.
1. WHAT IS THE SHARE PURCHASE PLAN?
The SPP allows Eligible Shareholders to purchase Shares in
Infratil without incurring brokerage or other transaction costs.
You are eligible to participate in the SPP if you are a
shareholder of Infratil and:
a) you were registered as a holder of fully paid Shares at
the relevant time on the relevant Record Date, which
is 5.00pm Sydney time on Friday 5 June 2020 for
shareholders on Infratil’s Australian sub-register, and
5.00pm New Zealand time on Monday 8 June 2020
for all other shareholders; and
b) your registered address is in New Zealand or
Australia; and
c) you do not hold the Shares on behalf of another
person who resides outside of New Zealand or
Australia.
In particular, Shareholders in the United States are not eligible
to participate in the SPP. Similarly, Shareholders (including
trustees, Custodians and nominees) who hold Shares on behalf
of persons in the United States, or are acting for the account or
benefit of persons in the United States, are not eligible to
participate in the SPP on behalf of those persons.
2. WHAT IS THE PRICE OF THE SHARES AND HOW MANY
CAN I PURCHASE?
The Issue Price will be the lower of:
 NZ$4.76, being the price paid by investors in Infratil’s
recent Placement (representing a discount of 8.0% to
the closing price of Infratil Shares on the NZX of
NZ$5.175 on Monday 8 June 2020); and
 a 2.5% discount to the five day volume weighted
average price of Infratil shares traded on NZX during
the five NZX trading days up to, and including, the
Closing Date.
The Issue Price determined above is a New Zealand dollar
amount. If you apply for an Australian dollar amount of Shares,
Infratil will convert the New Zealand dollar Issue Price to
Australian dollars at the NZ$:A$ exchange rate published by the
New Zealand Reserve Bank on its website at 7:00pm New
Zealand time on the Closing Date. The market price of the
Shares may change between the Opening Date, the date you
apply for Shares under the SPP, and the Allotment Date. The
risks associated with this potential market fluctuation are
described in question 6 below.
You may apply for a maximum amount of NZ$50,000 /
A$47,000 of new Shares under the Offer, subject to scaling.
If the exchange rate varies such that the dollar amount you
applied for exceeds the NZ$50,000 regulatory limit, Shares
having a total issue price equal to NZ$50,000 will be issued to
you and you will be refunded the excess cash amount.
If you wish to participate in the SPP, you should complete the
Application Form in accordance with the instructions set out in
question 7 below and elect a payment method, for the exact
dollar amount applied for on the Application Form. If you are a
Custodian, you will also need to complete and lodge together
with your Application Form a Custodian Certificate. To
determine whether you are a Custodian, and how to obtain a
Custodian Certificate, refer to clause 4 of the Terms and
Conditions.
Infratil is inviting applications for up to NZ$50 million of Shares,
with the ability for Infratil to accept oversubscriptions at its
discretion.
Infratil reserves the right to, at its absolute discretion, scale any
application for Shares under the SPP. Infratil may scale back all
applications on a proportionate basis having regard to the
number of Infratil Shares held by the Applicant (or, in the case
of an application made by a Custodian, the relevant beneficial
owner(s) named in the schedule submitted with the Application
Form) on the relevant Record Date, and otherwise at its
discretion. If your application is scaled back by Infratil, your
application monies will be greater than the amount of new
Shares you will be allotted at the Issue Price and a refund will
be issued in accordance with clause 6 of the Terms and
Conditions.
Any fractional Shares allocated under the SPP will be rounded
down to the nearest whole number of Shares and Infratil will
retain any difference due to rounding.
All Shares issued under the SPP will be ordinary Shares of
Infratil. Shareholders who subscribe under the SPP will be
eligible to participate in any future dividends to be declared by
Infratil.
3. WHAT RIGHTS WILL THE SHARES HAVE?
Shares under the SPP will rank equally with existing Shares
quoted on the NZX and ASX, with the same voting rights,
dividend rights and other entitlements.
4. WHAT IF I OWN SHARES THROUGH A TRUSTEE OR
CUSTODIAN OR OWN SHARES IN MORE THAN ONE
CAPACITY?
If you own Shares through a trustee or Custodian, (and are
otherwise eligible to participate in the SPP) then subject to
certain certification requirements and other conditions, you
may instruct the trustee or Custodian to purchase Shares on
your behalf, up to the NZ$50,000 / A$47,000 limit. If you own

6

Shares through a trustee or Custodian and also own Shares in
your own name, then you may either purchase Shares yourself
or instruct your trustee or Custodian to purchase Shares on
your behalf. You may not do both.
If you receive more than one copy of this document, or if you
hold Shares in more than one capacity (e.g. because you are
both a sole and joint holder of Shares), the maximum amount
you may apply to invest under the SPP in all capacities, and in
aggregate, is NZ$50,000 / A$47,000. You may not purchase
some Shares on your own behalf and some Shares as a joint
holder. By applying to purchase Shares under the SPP, you
represent that you have not exceeded this NZ$50,000 /
A$47,000 limit.
If you are an Eligible Shareholder and hold Shares as Custodian,
you may apply for up to NZ$50,000 / A$47,000 worth of new
Shares for each beneficiary for whom you, directly or indirectly,
act as Custodian provided that you complete, and submit,
together with the Application Form, a certificate (Custodian
Certificate) certifying each of the matters set out in section 4.4
of the Terms and Conditions of this SPP.
Each trustee and Custodian must not participate in the SPP on
behalf of, and must not distribute this SPP Booklet or any other
document relating to the SPP to, any person in the United
States or to any person acting for the account or benefit of a
person in the United States. In the event that a trustee,
Custodian or other nominee is acting for the account or benefit
of a person in the United States, it is not permitted to
participate in the SPP in respect of that person.
5. IS THIS OFFER TRANSFERABLE TO ANOTHER PERSON?
No. This Offer is personal to you and non-renounceable, so if
you elect not to purchase any Shares under the SPP you may
not transfer your right to purchase Shares under the SPP to
anyone else.
6. WHAT ARE THE RISKS OF INVESTING IN THE SPP AND
WHAT IF I CHOOSE NOT TO PARTICIPATE IN THE SPP?
The market price for the Shares may change between the
Opening Date, the date you apply for Shares under the SPP,
and the Allotment Date. Accordingly, the price paid under the
SPP may be higher or lower than the price at which Shares in
Infratil are trading on the NZX and ASX at the time the Shares
are issued to you under the SPP. The Share price is quoted on
the NZX website: www.nzx.com and ASX website:
www.asx.com.au.
Eligible Shareholders may choose to subscribe for up to
NZ$50,000 / A$47,000 of Shares pursuant to the SPP, subject to
any scaling. While Infratil has attempted to make the Offer as
fair as possible for Eligible Shareholders by providing for the
individual application cap to be NZ$50,000 / A$47,000 of
Shares (in accordance with the NZX Class Waiver), and by
providing that any scaling will be having regard to individual
shareholdings at the relevant Record Date, and otherwise at its
discretion, the Offer is not in accordance with your
proportionate shareholding. Even if you participate in the
Offer, your proportionate shareholding in Infratil may change.
Large shareholders may not be able to obtain sufficient Shares
to maintain their percentage shareholding, while smaller
shareholders may be able to increase their percentage
shareholding. If you do not subscribe for any Shares under the
SPP, and other shareholders do subscribe for Shares, then your
percentage shareholding in Infratil will be reduced.
7. HOW DO I APPLY FOR SHARES UNDER THE SPP?
If you wish to participate in the SPP, you can do so online at
www.infratilshareoffer.com. Alternatively, please follow the
step-by-step instructions set out on the reverse of the enclosed
personalised Application Form. If you are not applying online,
return your completed Application Form (and, if applicable,
your Custodian Certificate) with your payment to the
designated address.
By applying to purchase Shares under the SPP, you represent
that you have not exceeded the NZ$50,000 / A$47,000 limit.
If the exact amount of money is not tendered, Infratil reserves
the right not to accept all or part of your payment. In those
circumstances, Infratil will return your Application Form (and, if
applicable, your Custodian Certificate) and refund all or part of
your payment without interest.
If an Application Form is rejected, all of the amounts paid will
be refunded to the relevant Applicant. If applications are scaled
back, the Applicant will receive the number of Shares at the
Issue Price accepted by Infratil following scaling and a refund of
the balance of the relevant payment amount. All refunds will
be made without interest. Any amount lesser than $5 due to
scaling or rounding will be retained by Infratil. Refunds will be
issued within five business days following the Allotment Date
(see clause 6 of the Terms and Conditions for more
information).
You will not be able to withdraw or revoke your Application
Form once you have sent it in.
8. HOW LONG IS THE SPP OPEN AND WHEN WILL I
RECEIVE MY SHARES?
The SPP opens on Friday 12 June 2020 and is expected to close
at 5:00pm New Zealand time / 3:00pm Sydney time on
Thursday 25 June 2020, unless extended. If you want to
participate, you should ensure your application and payment is
received by 5:00pm New Zealand time / 3:00pm Sydney time
on Thursday 25 June 2020. If you are returning your
Application Form by mail, please allow adequate time for mail
deliveries to be received. Applications received after this time
may not be accepted. Online applications are encouraged.
You will receive Shares issued to you under the SPP on the
Allotment Date, which is currently expected to be on or around

7

Thursday 2 July 2020. Confirmation of the number of Shares
issued to you under the SPP will be sent on the Despatch Date,
currently expected to be on or around Thursday 2 July 2020.

8

TERMS AND CONDITIONS
If you apply to participate in the SPP by completing the Application Form (and, if applicable, a Custodian Certificate)
online or by mail, you are accepting the risk that the market price of shares may change between the opening date, the
date you apply for shares under the SPP, and the allotment date. This means that it is possible that up to or after the
allotment date, you may be able to buy shares on the NZX Main Board or the ASX at a lower price than the issue price.
We encourage you to seek your own financial advice regarding your participation in the SPP.
Consistent with the representations, warranties and acknowledgements contained in these terms and conditions and
the Application Form, you may not submit any completed Application Forms for any person outside Australia or New
Zealand. Failure to comply with these restrictions may result in a violation of applicable securities laws.
1. OFFER TIMETABLE
Record Date:
In respect of shareholders on the Australian sub-register, Eligible Shareholders registered at
5.00pm Sydney time on Friday 5 June 2020 may participate in the SPP.

In respect of all other shareholders, Eligible Shareholders registered at 5:00pm New Zealand
time on Monday 8 June 2020 may participate in the SPP.
Opening Date: The Offer opens on Friday 12 June 2020. This document is mailed to Eligible Shareholders
on Friday 12 June 2020.
Closing Date: The Offer closes at 5:00pm New Zealand time / 3:00pm Sydney time on Thursday 25 June
2020, unless extended. Online applications or Application Forms returned by mail, and
payment in accordance with the instructions provided must be received by the Share
Registrar by this time. Application Forms may, at Infratil’s option, not be processed or held
to be valid if they have not been received by this time.
Announcement of Results
Date:
The completion and results of the SPP will be announced on the NZX and ASX on Tuesday
30 June 2020.
ASX Settlement Date Settlement on the ASX on Wednesday 1 July 2020.
NZX Settlement Date Settlement on the NZX on Thursday 2 July 2020.
Allotment Date: The Shares are proposed to be allotted on or around Thursday 2 July 2020, unless the
Closing Date is extended.
NZX Commencement of
trading:
Infratil expects the Shares will commence trading on the NZX on the Allotment Date.
Despatch Date: Infratil expects that a transaction confirmation will be despatched to you on or around
Thursday 2 July 2020.
ASX Commencement of
trading:
Infratil expects the Shares will commence trading on the ASX on Friday 3 July 2020.
2. ELIGIBLE SHAREHOLDERS
2.1. You may participate in the SPP if you are an Eligible Shareholder. Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and the
certification on the Application Form is taken to have been given by all of them.
2.2. If you are an Eligible Shareholder, your rights under this Offer are personal to you and non-renounceable, so you may
not transfer them.
2.3. Infratil accepts no liability where an Eligible Shareholder does not receive an Application Form, or does not receive the
Application Form in time.
2.4. Shareholders who are in the United States or are elsewhere outside of New Zealand or Australia are not entitled to
participate in the SPP. Similarly, Shareholders who hold Shares on behalf of persons who are in the United States, or on

9

behalf of persons who reside elsewhere outside New Zealand or Australia, are not entitled to participate in the SPP on
behalf of those persons.

3. ISSUE PRICE AND NUMBER OF SHARES
3.1. The Issue Price for Shares under the SPP is the lower of:
(a) NZ$4.76, being the price payable by investors in Infratil’s recent Placement (representing a discount of 8.0% to the
closing price of Infratil Shares on the NZX of NZ$5.175 on Monday 8 June 2020); and
(b) a 2.5% discount to the five day volume weighted average price of Infratil shares traded on NZX during the five
NZX trading days up to, and including, the Closing Date.
3.2. Eligible Shareholders may elect to purchase an amount of Shares up to a maximum amount of NZ$50,000 / A$47,000,
subject to clause 3.4 and scaling, by filling in the appropriate box on the Application Form. Any fractional Shares
allocated under the SPP will be rounded down to the nearest whole number of Shares.
3.3. The Issue Price is a New Zealand dollar amount. If you apply for an Australian dollar amount of Shares, Infratil will
convert the New Zealand dollar Issue Price to Australian dollars at the NZ$:A$ exchange rate published by the New
Zealand Reserve Bank on its website at 7:00pm New Zealand time on the Closing Date. The market price of the Shares
may change between the Opening Date, the date you apply for Shares under the SPP, and the Allotment Date.
3.4. If you apply for an Australian dollar amount of Shares, and the exchange rate varies such that the Australian dollar
amount you applied for exceeds the NZ$50,000 regulatory limit (on the basis of the NZ$:A$ exchange rate published by
the New Zealand Reserve Bank on its website at 7.00pm New Zealand time on the Closing Date), Shares having a total
issue price equal to NZ$50,000 (converted in accordance with clause 3.3), which may be less than A$47,000, will be
issued to you and you will be refunded the excess cash amount.
3.5. Eligible Shareholders may only make a single application for Shares under the SPP. This applies to all Eligible
Shareholders, including those who receive more than one offer under the SPP (for example, because they hold Shares in
more than one capacity) and including whether the Eligible Shareholder is applying through a Custodian or on his or her
own behalf. Accordingly, if you own Shares through a trustee or Custodian and also own Shares in your own name, then
you may either purchase Shares yourself or instruct your trustee or Custodian to purchase Shares on your behalf. You
may not do both.
3.6. Infratil is inviting applications for up to NZ$50 million of Shares, with discretion for Infratil to accept oversubscriptions at
its sole discretion. Infratil reserves the right to scale back applications having regard to the number of Infratil Shares
held by the Applicant (or, in the case of an application made by a Custodian, the relevant beneficial owner(s) named in
the schedule submitted with the Application Form) on the relevant Record Date and otherwise at its discretion.
3.7. To the maximum extent permitted by law, Infratil, the Lead Manager and each of their respective related bodies
corporate and affiliates, and each of their respective directors, officers, partners, employees, representatives and agents,
disclaim all liability, including for negligence, for any failure to obtain any particular exchange rate, or any movements in
exchange rates, if exchanging the New Zealand Issue Price of Shares into Australian dollars. The Lead Manager and
Infratil reserve the right to allocate entitlements to Shares under the SPP at their discretion.

4. CUSTODIANS
4.1. Under the SPP, a Custodian is any Eligible Shareholder:
(a) in the case of any Eligible Shareholder having a registered address in New Zealand, that:
(i) is a trustee corporation or a nominee company and holds Shares in Infratil by reason only of acting for
another person in the ordinary course of business of that trustee corporation or nominee company; or
(ii) holds Shares in Infratil by reason only of being a bare trustee of a trust to which the Shares are subject.
(b) in the case of any Eligible Shareholder having a registered address in Australia, provides a custodial or depository
service in relation to shares of Infratil and who:
(i) holds an Australian financial services licence covering the provision of a custodial or depository service;
(ii) is exempt from the requirement to hold an Australian financial services licence covering the provision of a
custodial or depository service;
(iii) holds an Australian financial services licence covering the operation of an IDPS (as defined in ASIC Class
Order [CO/13/763]) or is a responsible entity of an IDPS-like scheme (as defined in ASIC Class Order [CO
13/762]);
(iv) is a trustee of a self-managed superannuation fund or a superannuation master trust; or
(v) is a registered holder of Shares and is noted on the register of members of Infratil as holding the Shares on
account of another person.
4.2. Custodians may apply to purchase Shares for an amount greater than NZ$50,000 / A$47,000, provided that the
Custodian only applies for no more Shares than collectively have an aggregate application price of NZ$50,000 /
A$47,000 for each beneficial owner for whom the Custodian acts as a Custodian. Each beneficial owner may only direct
the Custodian to apply on behalf of that beneficial owner for a single share parcel.

10

4.3. Custodians must confirm to Infratil that they are holding Shares as a Custodian for one or more beneficial owners and
certify the matters described in clause 4.4 below by providing a Custodian Certificate together with the Custodian’s
Application Form. To request a Custodian Certificate, or if you would like further information on how to apply for Shares
as a Custodian, you should contact Infratil’s Share Registrar, Link Market Services Limited, at any time from 8:30am to
5:00pm New Zealand time / Sydney time (Monday to Friday) prior to the Closing Date on Thursday 25 June 2020.
4.4. If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the Custodian must certify to
Infratil in writing the following matters in the form and manner set out in the Custodian Certificate (available on request
from the Share Registrar):
(a) that the Custodian held Shares on behalf of:
(i) one or more other persons (who would be Eligible Shareholders if they held Shares directly) that are not
Custodians; and /or
(ii) another Custodian (“Downstream Custodian”) that holds beneficial interests in Shares on behalf of one or
more other persons (who would be Eligible Shareholders if they held Shares directly) to which those
interests relate, at 5.00pm Sydney time on Friday 5 June 2020 (for shareholders on Infratil’s Australian sub-
register) or 5.00pm New Zealand time on Monday 8 June (for all other shareholders),
each, a “Participating Beneficiary”, who have subsequently instructed the Custodian, and/or the
Downstream Custodian, to apply for Shares under the SPP on their behalf;
(b) the number of Participating Beneficiaries and their names and addresses;
(c) the number of Shares that the Custodian holds on behalf of each Participating Beneficiary;
(d) the dollar amount of Shares that each Participating Beneficiary has instructed the Custodian, either directly or
indirectly through a Downstream Custodian, to apply for on their behalf;
(e) that there are no Participating Beneficiaries in respect of which the total of the application price for the following
exceeds NZ$50,000 / A$47,000:
(i) the application price for new Shares applied for on their behalf under the SPP; and
(ii) the application price for any other Shares issued to the Custodian (as a result of an instruction given to the
Custodian or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to
the SPP in the 12 months prior to the application for new Shares under the SPP;
(f) that a copy of this document was given to each Participating Beneficiary;
(g) where the Custodian holds Shares on behalf of a Participating Beneficiary indirectly, through one or more
Downstream Custodians, the name and address of each Downstream Custodian; and
(h) that the beneficial owner on whose behalf the Custodian is submitting an Application Form is not making an
application as an Eligible Shareholder for Shares under the SPP, and no other Custodian is submitting an
Application Form under the SPP for that beneficial owner.
4.5. A Custodian must not participate in the SPP on behalf of, or distribute this SPP Booklet or any other document relating
to the SPP to, any person in the United States or any person acting for the account or benefit of a person in the United
States.

5. COMPLETING THE APPLICATION FORM AND PAYING FOR SHARES
5.1. If you are an Eligible Shareholder and you wish to participate in the SPP, you must complete the online Application Form
at www.infratilshareoffer.com and make payment in accordance with the instructions provided. Alternatively, complete
and return by mail a printed Application Form together with payment in accordance with the instructions set out in the
Application Form. If you are a Custodian, you must also complete a Custodian Certificate which may be obtained from
Infratil’s Share Registrar, Link Market Services Limited, as noted in paragraph 4.3 above.
5.2. Eligible Shareholders should make payment for the exact dollar amount applied for on the Application Form, in
accordance with the share parcel selected.
5.3. To be valid, your application (and, if applicable, Custodian Certificates) and payment must be received by Link Market
Services Limited by 5:00pm New Zealand time / 3:00pm Sydney time on Thursday 25 June 2020. Application Forms (and,
if applicable, Custodian Certificates) or payment received after that date will only be accepted at Infratil’s discretion.
Application Forms (and, if applicable Custodian Certificates) should be returned in the following manners:

BY EMAIL: applications@linkmarketservices.com
(Please use “Infratil SPP” as the subject of the email)
Direct debit application only

BY FAX: +64 9 375 5990
Direct debit application only

BY HAND: Link Market Services Limited

11

Level 11, Deloitte Centre
80 Queen Street Auckland

or

Link Market Services Limited
Level 12, 680 George Street
Sydney
Australia

BY MAIL: Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

or

Link Market Services Limited
Locked Bag A14
Sydney South
NSW 1235
Australia

6. INFRATIL’S DISCRETION TO ACCEPT OR REJECT APPLICATIONS
6.1. Infratil has discretion to accept or reject your Application Form to purchase Shares under the SPP, including (without
limitation) if:
(a) your Application Form or Custodian Certificate (if applicable) is incorrectly completed or incomplete or otherwise
determined by Infratil to be invalid;
(b) your payment is dishonoured or has not been completed correctly;
(c) the cheque that you enclose with your Application Form (and, if applicable, Custodian Certificate) is not
denominated in New Zealand dollars or Australian dollars, for the exact amount applied for on the Application
Form;
(d) it appears that you are applying to buy more than NZ$50,000 / A$47,000 (in aggregate) of Shares (except if you
are a Custodian applying on behalf of more than one beneficial owners in accordance with clause 4.2);
(e) your Application Form, Custodian Certificate (if applicable) or payment is received after the Closing Date. While
Infratil has discretion to accept late Application Forms, Custodian Certificates (if applicable) and payments, there is
no assurance that it will do so. Late Application Forms, Custodian Certificates (if applicable) and payments, if not
processed, will be returned to you at your registered address. No interest will be paid on any application money
returned to you;
(f) Infratil believes that you are not an Eligible Shareholder or Custodian; or
(g) Infratil considers that your application does not comply with these Terms and Conditions.
6.2. Infratil reserves the right to scale back at its absolute discretion any application for Shares under the SPP. Infratil may
scale back applications having regard to the number of Infratil Shares held by the Applicant (or, in the case of an
application made by a Custodian, the relevant beneficial owner(s) named in the schedule submitted with the Application
Form) on the relevant Record Date and otherwise at its discretion.
6.3. If an application is rejected, all of the relevant amounts will be refunded to the Applicant. If applications are scaled back,
the Applicant will receive the number of Shares at the Issue Price in respect of which the application is accepted and a
refund of the balance of the relevant application payment. All refunds will be made without interest.
6.4. Any difference less than $5 due to scaling or rounding will be retained by Infratil and not refunded.
6.5. Refunds will either be made by direct credit to the bank account held by Infratil’s Share Registrar, Link Market Services
Limited, or by a cheque payable to the relevant Applicant in their name(s), which will be posted to the address set out in
the Application Form. Refunds will be issued within five business days following the Allotment Date.

7. SIGNIFICANCE OF SENDING IN AN APPLICATION
7.1. If you apply to participate in the SPP by completing and returning the Application Form either by mail or online (and, if
applicable a Custodian Certificate):
(a) your application, on these Terms and Conditions, will be irrevocable and unconditional (i.e. it cannot be
withdrawn);

12

(b) you certify to Infratil that you are an Eligible Shareholder entitled to apply for Shares under these Terms and
Conditions;
(c) you agree to be bound by the Constitution of Infratil;
(d) you certify to Infratil that you are not applying for Shares under the SPP with a total application price in excess of
NZ$50,000 / A$47,000 from the following:
(i) the Shares under the SPP the subject of the application;
(ii) any other Shares issued to you under the SPP or any similar arrangement in the 12 months before the
application;
(iii) any other Shares under the SPP which you have instructed a Custodian to acquire on your behalf under the
SPP; and
(iv) any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction
given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the SPP;
(e) without limiting Infratil's discretion to accept or reject applications in section 6 above, you authorise Infratil (and
its officers or agents) to correct any error in, or omission from, your Application Form (and, if applicable, your
Custodian Certificate) and to complete the Application Form (and, if applicable, the Custodian Certificate) by the
insertion of any missing details;
(f) you acknowledge that Infratil may at any time irrevocably determine that your Application Form (and, if applicable,
your Custodian Certificate) is valid, in accordance with these Terms and Conditions, even if the Application Form
(or, as applicable, your Custodian Certificate) is incomplete, contains errors or is otherwise defective;
(g) you accept the risk associated with any refund that may be despatched to you by cheque to your address shown
on Infratil’s share register;
(h) you agree to indemnify Infratil for, and to pay to Infratil within five business days of demand, any dishonour fees
or other costs Infratil may incur in presenting a cheque for payment which is dishonoured;
(i) you acknowledge that none of Infratil, its advisers or agents has provided you with investment advice or financial
product advice, and that none of them has an obligation to provide advice concerning your decision to apply for
and purchase Shares under the SPP;
(j) you acknowledge the risk that the market price for the Shares may change between the Opening Date, the date
you apply for Shares under the SPP, and the Allotment Date. A change in market price during this period may
affect the Issue Price or value of the Shares you receive under the SPP;
(k) you acknowledge that Infratil is not liable for any exercise of its discretions referred to in these Terms and
Conditions;
(l) you irrevocably and unconditionally agree to these Terms and Conditions and agree not to do any act or thing
which would be contrary to the spirit, intention or purpose of the SPP;
(m) you represent that you are not in the United States and you are not acting for the account or benefit of a person
in the United States (or, in the event that you are acting for the account or benefit of a person in the United States,
you are not participating in the SPP in respect of that person);
(n) you acknowledge that the Shares have not been, and will not be, registered under the U.S. Securities Act or the
securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or
indirectly, in the United States;
(o) you acknowledge that the Shares may only be offered and sold in "offshore transactions" (as defined in Rule
902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act;
(p) you represent that you have not, and you agree that you will not, send this SPP Booklet or any other materials
relating to the SPP to any person in the United States or to any person acting for the account or benefit of a
person in the United States; and
(q) you acknowledge and agree that if in the future you decide to sell or otherwise transfer the Shares, you will only
do so in standard brokered transactions on the NZX or ASX, where neither you nor any person acting on your
behalf knows, or has reason to know, that the sale has been pre-arranged with, or the purchaser is, a person in the
United States.
7.2. If a Custodian applies to purchase Shares under the SPP for a beneficial owner pursuant to clause 4.2:
(a) the certification referred to in clause 7.1(d) will be taken to be given by the beneficial owner on whose behalf the
Custodian is applying to purchase Shares; and
(b) in addition to the matters referred to in clause 7.1, the Custodian also certifies each of the matters set out in the
Custodian Certificate.

8. THE SHARES
8.1. Shares issued under the SPP will rank equally in all respects with existing Shares quoted on the NZX and ASX, with the
same voting rights, dividend rights and other entitlements. The Shares to be issued under the SPP have been accepted
for quotation on the NZX and ASX and it is expected that the Shares will be quoted upon completion of the allotment

13

procedures. However, neither NZX Limited nor ASX Limited accepts any responsibility for any statement in this
document.
8.2. The issue of new Shares under the SPP up to a maximum amount of NZ$50,000 / A$47,000 per Eligible Shareholder (or
per beneficial owner, in the case of holdings held by Custodians) is being undertaken pursuant to NZX Listing Rule 4.3.1
(Share Purchase Plan) as modified by the NZX Class Waiver, which, among other things, increased the maximum
consideration payable for equity securities in an SPP to NZ$50,000 / A$47,000 per registered holder.
8.3. The issue of new Shares under the SPP up to a maximum amount of NZ$50,000 per Eligible Shareholder (or per
beneficial owner, in the case of holdings by Custodians) in Australia, is being undertaken pursuant to ASIC Corporations
(Share and Interest Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 20-0571, which among other
things increased the maximum consideration payable for equity securities in the SPP to NZ$50,000 per registered holder.

9. FINANCIAL STATEMENTS
9.1. You may obtain free of charge the most recent annual report and financial statements of Infratil by contacting Infratil's
Share Registrar, Link Market Services, or you may download the reports from the Infratil website:
https://infratil.com/for-investors/.

10. AMENDMENTS TO THE SPP AND WAIVER OF COMPLIANCE
10.1. Notwithstanding any other term or condition of the SPP and/or the Application Form, Infratil may, at its discretion:
(a) make non-material modifications to the SPP or these Terms and Conditions without notice (in which case
applications for Shares under the SPP will remain binding on all Applicants notwithstanding such modification and
irrespective of whether an Application Form was received by Link Market Services Limited before or after such
modification is made); and/or
(b) suspend or terminate the SPP at any time prior to the issue of the Shares under the SPP. If the SPP is terminated,
application monies will be refunded to Applicants without interest.
10.2. Infratil reserves the right to waive compliance with any provision of these Terms and Conditions (either generally, or in
respect of a particular Applicant or Applicants).

11. GOVERNING LAW
11.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand.

12. DISPUTES
12.1. If any dispute arises in connection with the SPP, Infratil may settle it in any manner it thinks fit. It may do so generally or
in relation to any particular participant, application or Share. Infratil’s decision will be final and binding.

13. INCONSISTENCY
13.1. Unless otherwise determined by the directors of Infratil, in the event of any inconsistency between the Terms and
Conditions of the SPP and Infratil’s constitution, Infratil’s constitution shall prevail.

14

GLOSSARY
Allotment Date On or around Thursday 2 July 2020, unless the Closing Date is extended.
Applicant An applicant for Shares in the SPP.
Application Form The personalised application form relating to the SPP that you received with this document, including the
instructions on the reverse of the form.
ASX ASX Limited or the market it operates (as the context requires).
ASX Listing Rules The official listing rules of the ASX.
ASX Settlement Date Wednesday 1 July 2020.
Closing Date 5:00pm New Zealand time / 3:00pm Sydney time on Thursday 25 June 2020, unless extended.
Custodian See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian Certificate The certificate that must be submitted by an Applicant that is a Custodian together with that Applicant’s
Application Form (available on request from the Share Registrar).
Despatch Date On or around Thursday 2 July 2020, unless extended.
Downstream Custodian See clause 4.4 of the Terms and Conditions for the definition of “Downstream Custodian”.
Eligible Shareholder A person who was recorded in Infratil’s share register as being a registered holder of Shares and having an
address in New Zealand or Australia as at 5.00pm Sydney time on Friday 5 June 2020 (in respect of
shareholders on the Australian sub-register) or 5.00pm New Zealand time on Monday 8 June 2020 (in
respect of all other shareholders). A person who holds Shares on behalf of a person who resides outside
New Zealand or Australia is not eligible to participate in the SPP in respect of that person. Similarly, a person
in the United States is not eligible to participate in the SPP, and a person who holds Shares on behalf of a
person in the United States is not eligible to participate in the SPP in respect of that person.
Ineligible Shareholder A person who was recorded in Infratil’s share register as being a registered holder of Shares as at 5.00pm
Sydney time on Friday 5 June 2020 (in respect of shareholders on the Australian sub-register) or 5.00pm
New Zealand time on Monday 8 June 2020 (in respect of all other shareholders) and is not an Eligible
Shareholder.
Infratil Infratil Limited, a company listed on the NZX and ASX.
Issue Price The price at which the Shares will be issued pursuant to the SPP, being the lower of the price paid by
investors in Infratil's recent Placement (NZ$4.76) and a 2.5% discount to the five day volume weighted
average price of Infratil shares traded on NZX during the five NZX trading days up to, and including, the
Closing Date.
Lead Manager UBS New Zealand Limited.
NZX The main board financial product market operated by NZX Limited.
NZX Class Waiver The NZXR Regulation issued Class Waiver and Ruling in relation to Section 4 of the NZX Listing Rules dated
19 March 2020.
NZX Listing Rules The listing rules from time to time of the NZX Main Board.
NZX Settlement Date Thursday 2 July 2020.
Opening Date Friday 12 June 2020.
Participating Beneficiary See clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.

15

Placement The placement of Shares announced to NZX on Tuesday 9 June 2020.
Record Date In respect of shareholders on the Australian sub-register, 5.00pm Sydney time on Friday 5 June 2020.

In respect of all other shareholders, 5:00pm New Zealand time on Monday 8 June 2020.
Shares Ordinary shares of Infratil Limited.
Share Registrar Infratil’s share registrar, Link Market Services Limited.
SPP or Offer The SPP detailed in this document.
Terms and Conditions The terms and conditions of the SPP detailed in this document.
U.S. Securities Act The U.S. Securities Act of 1933, as amended

16

DIRECTORY

Infratil Limited is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 597366
Australian Registered Body Number (ARBN) 144 728 307
For investor relations queries contact: Mark Flesher at mark.flesher@infratil.com


REGISTERED OFFICE
Infratil Limited
5 Market Lane
Wellington 6011
New Zealand


SHARE REGISTRAR
Link Market Services Limited Link Market Services Limited
Level 11, Deloitte Centre Level 12
80 Queen Street 680 George Street
Auckland 1010 Sydney 2000
New Zealand NSW, Australia
+64 9 375 5998 +61 1300 554 474
applications@linkmarketservices.com applications@linkmarketservices.com



LEGAL ADVISERS
Chapman Tripp Baker & McKenzie
Level 17 Level 46, Tower One - International Towers Sydney
10 Customhouse Quay 100 Barangaroo Avenue
Wellington 6011 Barangaroo NSW 2000
New Zealand Australia



SOLE LEAD MANAGER
UBS New Zealand Limited
Level 27
188 Quay Street
Auckland 1010
New Zealand