Notice of Meeting 2020

Infratil
Notice of
Meeting
2020

21
The shareholders of Infratil Limited
22 July 2020

Shareholders have already received Infratil’s 2020 Annual Report
in which I, and Marko Bogoievski on behalf of the manager,
Morrison & Co, comment on the activities of Infratil over the past
year and on the future prospects for Infratil.
The Annual Meeting this year will be in Wellington but, given the
ongoing impact of COVID-19, shareholders will have the option
to join the meeting in person or online. A number of matters are
to come before shareholders for voting at the Annual Meeting.
These include:
• The re-election of Marko Bogoievski and Peter Springford
as Directors.
• Authorisation to give the Board the option to exercise Infratil’s
rights under the Management Agreement to issue shares to
Morrison & Co to pay the second instalment of the FY2020
international portfolio annual incentive fee in 2021.
• Authorisation for the Directors to fix the auditor’s
remuneration.
As noted in Infratil’s 2020 Annual Report, Morrison & Co earned
a FY2020 international portfolio annual incentive fee of
$125 million. As a protection against the possibility of the
portfolio of investments subsequently falling in value, the FY2020
incentive fee is payable over three years (in three instalments of
~$41.7 million each) and, if the total value of the portfolio of
investments at either of the subsequent two balance dates is
lower than the 31 March 2020 valuation, that year’s instalment is
cancelled. The Management Agreement gives the Board the
option to pay an instalment of the FY2020 international portfolio
incentive fee in cash or by issuing Infratil ordinary shares to
Morrison & Co (the “scrip option”), or a mixture of both. However,
under the NZX Listing Rules, the Board needs shareholder
approval if it wishes to use the scrip option. The Board has not
made a decision whether to use the scrip option for the second
instalment of the FY2020 incentive fee (if that is payable), but the
Board would like to have this option available if the Board
considers that issuing shares (rather than paying cash) would be
in the best interests of Infratil. If the Board also wishes to have
this option available for the third instalment of the FY2020
incentive fee (if that is payable in 2022), the Board will seek
shareholder approval for this at the 2021 Annual Meeting.

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There is no resolution this year in relation to directors’ fees, as
shareholders approved an increased directors’ fee pool at the
2019 Annual Meeting to enable directors’ fees to be set
consistent with the 75th percentile of comparator group 2 in the
PwC benchmarking report, but with the increases to directors’
fees expected to be implemented over a three-year period
across the 2020, 2021 and 2022 financial years. The Board has
approved the implementation of the expected increase for the
2021 financial year (so that fees are at the mid-point between
the median and the 75th percentile of that comparator group),
and details of the proposed directors’ fees are set out in
Annexure A. As the increases for both the 2021 and 2022
financial years can be paid from the directors’ fee pool approved
by shareholders at the 2019 Annual Meeting, the Board does not
expect to seek shareholder approval for any further increases to
the directors’ fee pool prior to the 2022 Annual Meeting.
The Notice of Meeting also includes a Disclosure Document
(Annexure B) describing the Share Buyback Programme which
Infratil has decided to continue. The Board considers that, from
time to time, buying back shares may be the best use of Infratil’s
funds. Accordingly, Infratil wishes to keep open that investment
opportunity for the next 12 months, as it has done for a number
of years.
The Infratil Board looks forward to seeing you at the Annual
Meeting, where we will be presenting our results and answering
any questions you may have.

Yours sincerely
Mark Tume
Chairperson
Notice of
Annual Meeting
Notice is hereby given pursuant to section 120 of the
Companies Act 1993 that the 2020 annual meeting of
shareholders (Annual Meeting) of Infratil Limited (Infratil)
will be a hybrid meeting held in the Rangimarie Room 1
and 2, Level 3, Te Huinga Centre, Te Papa, 55 Cable Street,
Wellington on Thursday, 20 August 2020, and online
at www.virtualmeeting.co.nz/ift20, commencing at
2:30 pm (NZST).
Online participation details are set out on page 5.
Business
A. Chairperson’s Introduction
B. Chief Executive’s Review
C. Presentation of the Annual Report for the year ended
31 March 2020 and the report of the auditor
To receive and consider the Annual Report of Infratil for
the year ended 31 March 2020. Shareholders will have an
opportunity to raise questions on the Report and on the
performance and management of Infratil generally.
D. Resolutions
To consider and, if thought fit, pass the following resolutions:
1. Re-election of Marko Bogoievski: That Marko Bogoievski
be re-elected as a director of Infratil.
2. Re-election of Peter Springford: That Peter Springford be
re-elected as a director of Infratil.
3. Payment of Incentive Fee by Share Issue (Scrip Option):
That Infratil be authorised to issue to Morrison & Co
Infrastructure Management Limited (Morrison & Co), within
the time, in the manner, and at the price, prescribed in
the Management Agreement, such number of fully paid
ordinary shares in Infratil (Shares) as is required to pay all
or such portion of the second instalment of the FY2020
Incentive Fee (if payable) as the Board elects to pay by
the issue of Shares (Scrip Option), and the Board be
authorised to take all actions and enter into any
agreements and other documents on Infratil’s behalf that
the Board considers necessary to complete the Scrip
Option.
4. Auditor’s remuneration: That the Board be authorised to
fix the auditor’s remuneration.

45
Ordinary Resolutions
Each resolution above is to be considered as a separate
ordinary resolution. To be passed, each resolution requires a
simple majority of votes of holders of ordinary shares of Infratil,
entitled to vote and voting.
Voting Restrictions
Under Listing Rules 6.3.1 and 6.3.3, any person to whom it is
proposed to issue new Shares referred to in a resolution under
Listing Rule 4.2.1, and any associated person of that person,
are disqualified from voting in favour of the resolution, but
may act as a proxy or voting representative for another
person who is qualified to vote on the resolution, and in
accordance with that person’s express instructions.
The related companies, shareholders (direct and indirect),
directors and some senior management of Morrison & Co are
associated persons of Morrison & Co. Accordingly, none of
Morrison & Co, its directors, related companies, the direct or
indirect shareholders or any staff of Morrison & Co, will vote
their Shares in respect of Resolution 3, but may act as a proxy
or voting representative for a person who is qualified to vote
on resolution 3, in accordance with that person’s express
instructions.
Voting and Proxies
As the 2020 Annual Meeting will be a hybrid meeting with
physical and online participants, voting on all resolutions put
before the meeting will be by poll. Results of the voting will be
available after the conclusion of the meeting, and will be
notified on the NZX and ASX. Your right to vote may be
exercised by:
(a) Attending and voting in person at the meeting at the
Rangimarie Room 1 and 2, Level 3, Te Huinga Centre,
Te Papa, 55 Cable Street, Wellington.
(b) Attending the meeting, and voting, online.
(c) Appointing a proxy (or representative) to attend and vote
in your place.
Online participation in meeting
To participate in the meeting online, please go to
www.virtualmeeting.co.nz/ift20.
Shareholders present at the Annual Meeting (either in person
or via the Virtual Annual Meeting) will have the opportunity to
ask questions during the Meeting. If you attend the Annual
Meeting via the Virtual Annual Meeting, you can submit a
question online by going to vote.linkmarketservices.com/IFT
and completing the online validation process. Questions can
be submitted via the online chat function either in advance of,
or during, the Annual Meeting. Shareholders can also submit
written questions in advance of the Annual Meeting by
completing the question section on the Proxy Form – refer to
the Proxies section below.
More information about participating in the meeting
online (including how to vote and ask questions virtually
during the meeting) can be found in the Virtual Annual
Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf. If you wish to participate in the
meeting online, we recommend that you join the queue
~15 minutes prior to the start of the meeting in order for
your details to be verified.
Proxies
Any shareholder of Infratil who is entitled to attend and vote
at the Annual Meeting may appoint a proxy to attend and
vote instead of him or her. A proxy does not need to be a
shareholder of Infratil. The Chairperson of the Meeting is
prepared to act as proxy. Any un-directed votes in respect of
a resolution, where the Chairperson of the Meeting is
appointed as a proxy, will be voted in favour of the relevant
resolution, other than when he or she is prohibited from voting
on that resolution. A shareholder entitled to cast two or more
votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to
exercise. If the shareholder does not specify the proportion
of the shareholder's voting rights each proxy is to represent,
each proxy will be entitled to exercise half the shareholder's
votes.

767
To appoint a proxy (and/or to submit a written question in
advance of the Annual Meeting) you can complete and sign
the enclosed Proxy Form and return it by delivery, mail,
facsimile or scan and email to the share registrar of Infratil or
lodge online:
Delivery by hand:
Infratil Limited
C/- Link Market Services Limited
Level 11, Deloitte Centre, 80 Queen Street
Auckland 1010, New Zealand
Mail:
Infratil Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142, New Zealand
Facsimile: +64 9 375 5990
Scan and email: meetings@linkmarketservices.co.nz
Please put the words “Infratil Proxy Form” in the subject line
for ease of identification
Online: You may lodge your proxy online, go to:
vote.linkmarketservices.com/IFT. A shareholder will be taken
to have signed the Proxy Form by lodging it in accordance
with the instructions on the website. You will require your
holder number and FIN (New Zealand register) or your
holder number and postcode (Australian register) to complete
your vote.
The completed Proxy Form must be received by the share
registrar or online appointment must be completed by no
later than 48 hours before the start of the Annual Meeting,
being 2:30 pm NZST on 18 August 2020. Voting entitlements of
the Annual Meeting will also be determined as at this time.
Registered shareholders at that time will be the only persons
entitled to vote at the Annual Meeting and only the shares
registered in those holders’ names at that time may be voted
at the Annual Meeting.
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89
Resolutions 1 & 2: Re-Election of Directors
The Board of Infratil considers that Marko Bogoievski will not
be an Independent Director, and that Peter Springford will be
an Independent Director, for the purposes of the Listing Rules
if re-elected to the Board.
• 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 Chairperson of Vodafone NZ 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, Z Energy, Infratil Energy
Australia and Longroad Energy. Mr Bogoievski has an
interest in Morrison & Co, which has the Management
Agreement with Infratil.
• 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.
The Board supports the re-election of both Mr Bogoievski and
Mr Springford.
Resolution 3: Share Issue – FY2020 Incentive Fee
The Board is seeking shareholder approval in accordance
with Listing Rules 4.1.1 and 4.2.1 to provide the Board with the
option (the “Scrip Option”) to issue to Morrison & Co such
number of ordinary shares in Infratil (Shares) as is required to
pay the second instalment (or any portion of it) of the FY2020
international portfolio annual incentive fee (the “FY2020
Incentive Fee”).
The Management Agreement between Infratil and Morrison &
Co Infrastructure Management Limited (“Morrison & Co”)
dated 11 February 1994, as amended (Management
Agreement) gives the Board the option to pay incentive fees
in cash or by issuing Shares to Morrison & Co, or a mixture of
both. The Board has not made a decision whether to use the
Scrip Option for the second instalment of the FY2020
Incentive Fee (if that is payable), but the Board would like to
have the Scrip Option available if the Board considers that
to be in the best interests of Infratil.
More information on the Scrip Option and the FY2020
Incentive Fee is set out below.
Incentive Fees under the Management Agreement
The Management Agreement provides for the payment of
incentive fees relating to Non-New Zealand Portfolio
Securities (including Australian Portfolio Securities).
Incentive fees (“International Portfolio Incentive Fees”) are
payable to Morrison & Co on realised or sustained increases
in the value of the portfolio of Non-New Zealand Portfolio
Securities (including Australian Portfolio Securities). The
Management Agreement provides for three different incentive
fees to be payable for performance in excess of a minimum
hurdle of 12% per annum:
• International Portfolio Initial Incentive Fees;
• International Portfolio Annual Incentive Fees; and
• International Portfolio Realised Incentive Fees.
The provisions for the International Portfolio Incentive Fees are
set out in full in the Management Agreement, a copy of which
is available on the Infratil website at www.infratil.com/
about-us/corporate-governance/. These provisions were
approved by Infratil shareholders at the 2002 annual meeting,
and a copy of the Notice of Meeting for the 2002 annual
meeting together with the accompanying appraisal report
prepared by Ernst & Young, is also available on the Infratil
website at www.infratil.com/for-investors/.
FY2020 Incentive Fee
In FY2020, Morrison & Co earned an International Portfolio
Annual Incentive Fee of $125 million pursuant to clause 9.4.3
of the Management Agreement (the “FY2020 Incentive Fee”).
The process under the Management Agreement (with relevant
modifications as agreed between the Board and Morrison &
Co) for determining the FY2020 Incentive Fee was payable,
and for calculating the amount of the FY2020 Incentive Fee,
is summarised below:
• Infratil’s Non-New Zealand Portfolio Securities which have
been owned for more than three years (the “FY2020
International Portfolio Assets”) were valued as at 31 March
2020 by specialist independent valuers. The independent
valuations are undertaken to assess the proceeds Infratil
would receive were it to sell the FY2020 International
Explanatory
Notes

1011
Portfolio Assets, net of all transaction costs and
applicable taxes.
• The independent valuations determined that the FY2020
International Portfolio Assets have delivered a return (in
NZ$) of over 12% per annum, and the $125 million FY2020
Incentive Fee payable to Morrison & Co is equivalent to
20% of the value determined above the 12% return.
• As a protection against the possibility of the FY2020
International Portfolio Assets falling in value, clause 9.4.4 of
the Management Agreement requires the FY2020 Incentive
Fee to be divided into three equal annual instalments of
~$41.7 million each, with payment spread over three years
and the second and third instalments contingent on the
FY2020 International Portfolio Assets not falling in value:
- The first instalment was paid in cash in May 2020
(following finalisation of the 31 March 2020 independent
valuations).
- The FY2020 International Portfolio Assets will be
valued again as at 31 March 2021, using the same
independent valuation process as in FY2020.
The second instalment is only paid if the independent
valuations of the FY2020 International Portfolio Assets
determine that the total value of those assets as at
31 March 2021 is not less than the total value of those
assets as at 31 March 2020. If the total value of the
FY2020 International Portfolio Assets is less (by any
amount), then the second instalment is cancelled
(and will never be payable).
- The FY2020 International Portfolio Assets will be valued
again as at 31 March 2022, using the same
independent valuation process as in 2020 and 2021.
The third instalment is only paid if the independent
valuations of the FY2020 International Portfolio Assets
determine that the total value of those assets as at
31 March 2022 is not less than the total value of those
assets as at 31 March 2020. If the total value of the
FY2020 International Portfolio Assets is less (by any
amount), then the third instalment is cancelled (and will
never be payable).
Scrip Option
Clause 9.6 of the Management Agreement gives the Board
the option to pay an instalment of the FY2020 Incentive Fee
either in cash or by issuing Shares to Morrison & Co (i.e. the
Scrip Option), or a mixture of both. If the Board uses the
Scrip Option:
• The number of Shares to be issued will be calculated by
dividing the instalment (or the portion of the instalment fee
to be paid by the issue of Shares) by 98% of the volume
weighted average price (“VWAP”) of the Shares as traded
on NZX over the 5 business days prior to the issue of the
Shares (“Issue Price”).
• The Shares issued to Morrison & Co will be fully paid
ordinary shares which will rank pari passu with the ordinary
shares then on issue.
• Infratil must elect whether to pay cash or issue Shares
within 7 days of receiving confirmation (by reference to the
valuations of the FY2020 International Portfolio Assets as
at 31 March in the relevant year) that the FY2020 Incentive
Fee instalment is payable. Where Infratil elects
to issue Shares, it must allot the Shares within 12 business
days after receiving confirmation that the FY2020
Incentive Fee instalment is payable.
As noted above, the Board has not made a decision whether
to use the Scrip Option for any or all of the second instalment
of the FY2020 Incentive Fee (if that is payable). If shareholders
approve the use of the Scrip Option, the Board will make a
decision in 2021 whether to use Scrip Option for any or all of
the second instalment of the FY2020 Incentive Fee when (and
if) the Board is satisfied that the second instalment will be
payable and that, based on the circumstances applying at
the time, the Board considers that using the Scrip Option is in
the best interests of Infratil. There are a range of factors that
will be relevant to this decision (including market conditions,
Infratil’s then current share price, Infratil’s available liquidity
and available growth investments or new opportunities), but
the Board will not provide reasons if the Board does not elect
to use the Scrip Option.
Consequences if the Scrip Option is not approved
If Resolution 3 is not passed, Infratil will be required to pay
the second (2021) instalment of the FY2020 Incentive Fee of
~$41.7 million in cash, if the independent valuations of the
FY2020 International Portfolio Assets determine that the
total value of those assets as at 31 March 2021 is not less
than the total value of those assets as at 31 March 2020.
It is important for shareholders to note that payment of the
second instalment of the FY2020 Incentive Fee does not

1213
require shareholder approval – shareholder approval is only
required to allow the Board to use the Scrip Option. The
consequences for payment of the second instalment of the
FY2020 Incentive Fee if the Scrip Option is or is not approved
are summarised below:
• Scrip Option approved by Shareholders: The Board has
three options to pay the second instalment of the FY2020
Incentive Fee (if payable):
- Option A: The second instalment is paid in cash.
- Option B: The second instalment is paid using the Scrip
Option.
- Option C: The second instalment is paid using a mixture
of cash and the Scrip Option.
• Scrip Option not approved by Shareholders: The Board will
pay the second instalment of the FY2020 Incentive Fee (if
payable) in cash.
If the Scrip Option is approved, the effect on the Company
and Shareholders if the Board does or does not elect to
use the Scrip Option to pay some or all of the second
instalment of the FY2020 Incentive Fee (if payable) are
also summarised below:
• Scrip Option used: Infratil will issue new ordinary shares
to Morrison & Co at the Issue Price, with the number of
ordinary shares issued equal to the second instalment of
the FY2020 Incentive Fee (or the portion of that for which
the Board elects to use the Scrip Option) divided by the
Issue Price. This issue of ordinary shares to Morrison & Co
will increase the total number of ordinary shares on issue
and therefore will dilute other Infratil shareholders,
although the dilution will not be material. However, the
issue of ordinary shares will also mean that Infratil is not
required to pay cash to Morrison & Co for that amount, so
Infratil’s available liquidity will be higher than if the Scrip
Option had not been used.
As an example, using the closing price of Infratil ordinary
shares on NZX on 10 July 2020 and assuming (a) the total
ordinary shares on issue (excluding treasury stock) is the
same as at 10 July 2020 and (b) the Scrip Option is used
for the full second instalment of the FY2020 Incentive
Fee, then:
- Infratil would issue 8,988,796 ordinary shares to
Morrison & Co.
- This would increase the total ordinary shares on issue
(excluding treasury stock) from 722,952,533 to 731,941,329.
- This would dilute other Infratil shareholders by 1.24%.
• Scrip Option not used: Infratil will pay cash to Morrison &
Co for the second instalment of the FY2020 Incentive Fee.
This will mean that other Infratil shareholders are not
diluted (because there is no issue of ordinary shares to
Morrison & Co) but Infratil’s available liquidity will be
reduced by the amount of the second instalment.
Waiver of Listing Rule 4.8.5(b) – Requirement for
Appraisal Report
Because Marko Bogoievski is a director of Infratil and Morrison
& Co, Morrison & Co is an “Associated Person” of Infratil.
Listing Rule 4.8.5(b) requires that a notice of meeting to
consider a resolution to approve the issue of shares where
more than 50% of the Shares are to be issued are likely to be
acquired by Directors or Associated Persons of Directors must
be accompanied by an Appraisal Report.
NZX Regulation ('NZXR') has granted Infratil a waiver from
Listing Rule 7.8.5(b) which would otherwise require Infratil to
prepare an Appraisal Report to accompany any Notice of
Meeting at which Shareholders will consider and vote on,
an Ordinary Resolution in accordance with Listing Rule 4.1.1
and Listing Rule 4.2.1, to approve a proposal for the issue of
Infratil ordinary shares to Morrison & Co by way of satisfaction
of Infratil’s contractual obligation to pay incentive fees to
Morrison & Co in accordance with the prescribed payment
mechanisms set out in the Management Agreement.
This waiver applies to Resolution 3, and a copy of the waiver
decision is available on the Infratil website at https://infratil.
com/for-investors/announcements/.
The waiver has been granted on the conditions that:
• The relevant Notice of Meeting must otherwise comply with
Listing Rules 7.8.2 and 7.8.4.
• The relevant issue of Shares, if approved by Shareholders
by Ordinary Resolution, and if the Board approves the
issue of Shares, must be made within the date that is
12 months following the date of the relevant Ordinary
Resolution approving the issue of Shares.
• The waiver, its conditions and its implications are disclosed
in the Notice of Meeting.

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• The 2002 Notice of Meeting and appraisal report is
available for Infratil shareholders to review on the first
occasion that Infratil relies on this waiver.
The reasons for the waiver are set out in the waiver decision
and are repeated below:
• The policy behind Listing Rule 7.8.5(b) is to ensure that
security holders have the benefit of an independent
assessment of the benefits and risks of a proposed
transaction, to enable security holders to make a fully
informed decision about whether to approve the
transaction.
• Infratil has submitted, and NZXR has no reason not to
accept, that an Appraisal Report in relation to a proposed
issue of shares to Morrison & Co in payment of an Incentive
Fee payable under the terms of the Management
Agreement between Infratil and Morrison & Co would not
provide Infratil shareholders with any significant benefit or
additional information on which to make an informed
decision on whether to approve the issue of shares to
Morrison & Co in payment of the Incentive Fee because
shareholders have already approved the contractual
arrangements under the Management Agreement that
give rise to the obligation for Infratil to pay Morrison & Co
incentive fees either in cash, or in shares, when certain
prescribed performance hurdles have been met.
• An Appraisal Report was provided to Shareholders in 2002
at the time the contractual arrangements under the
Management Agreement giving rise to the obligation for
Infratil to pay incentive fees were considered and
approved by shareholders.
• The calculation of the price payable for Shares to be
issued by Infratil to Morrison & Co in payment of any
incentive fee is fixed in the Management Agreement
between Infratil and Morrison & Co which has been
approved by Infratil shareholders.
• Infratil has submitted, and NZXR has no reason not to
accept, that a further Appraisal Report in respect of a
proposal to issue Shares to Morrison & Co in payment of an
incentive fee or an instalment of an incentive fee would not
provide Shareholders with any additional meaningful
information in relation to the proposal to issue Shares to
Morrison & Co as permitted under the terms of the
Management Agreement between them, beyond the
information that they have already been provided, and the
further information that will be set out in, or accompany,
the Notice of Meeting in compliance with Listing Rules 7.8.2
and 7.8.4.
The implications for Shareholders of the waiver are that no
independent appraisal report is provided in respect of the
Scrip Option. Shareholders must consider the information set
out or referred to in this Notice of Meeting and Explanatory
Notes to reach an informed opinion as to whether to approve
the Scrip Option. In particular, Shareholders should consider
the following:
• The International Investment Portfolio incentive fee
structure, including the formula for calculating the Issue
Price of Shares to be issued in payment of any incentive
fees, were approved by Shareholders at the annual
meeting in 2002.
• The Appraisal Report provided with the 2002 Notice of
Meeting included a detailed analysis of the incentive fee
structure, and concluded that the fee arrangement for
the International Investment Portfolio is reflective of an
arms-length negotiation having regard to a number of
matters, and the Management Agreement changes,
including the incentive fees, are fair to the non-associated
Infratil shareholders.
• Infratil is contractually bound to pay the FY2020 Incentive
Fee instalments to Morrison & Co either by cash or by the
issue of Shares if the total value of the FY2020 International
Portfolio Assets is sustained over the relevant period.
• If the independent valuations of the FY2020 International
Portfolio Assets determine that the total value of those
assets as at 31 March 2021 is not less than the total value
of those assets as at 31 March 2020, Infratil will be required
to pay the second (2021) instalment of the FY2020
Incentive Fee of ~$41.7 million.
• If the Scrip Option is approved by Shareholders, the Board
has three options to pay the second instalment of the
FY2020 Incentive Fee (if payable):
- Option A: The second instalment is paid in cash.
- Option B: The second instalment is paid using the
Scrip Option.
- Option C: The second instalment is paid using a mixture
of cash and the Scrip Option.

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• If the Scrip Option is not approved by Shareholders, the
Board will pay the second instalment of the FY2020
Incentive Fee (if payable) in cash.
• If the Directors resolve to use the Scrip Option (if approved
by an Ordinary Resolution of Shareholders) the Directors
must be satisfied that the issue of Shares is fair and
reasonable to Infratil and to all existing Shareholders.
Resolution 4: Auditor’s Remuneration
KPMG is automatically reappointed as auditor under section
207T of the Companies Act 1993. This resolution authorises the
Board to fix the fees and expenses of the auditor.
Particulars of the Share Buyback Programme
For many years, Infratil has maintained a Share Buyback
Programme. This programme has been successful in creating
shareholder value and it is proposed that Infratil continue it.
The Share Buyback Programme needs to comply with the
Listing Rules. The Share Buyback Programme will be
undertaken in accordance with Listing Rule 4.14, and the
primary intent is that shares be bought back as permitted by
Listing Rules 4.14.1(a) and 4.14.1(b)(ii) and the applicable
provisions of the Companies Act 1993. This allows Infratil to
make any offer pursuant to the procedures detailed in Section
60(1)(b)(ii) of the Companies Act 1993, or through NZX's order
matching market, or through the order matching market of a
‘Recognised Stock Exchange’ (as defined in the Listing Rules)
and in compliance with Section 63 of the Companies Act 1993.
Infratil notifies shareholders that, in accordance with Sections
60(1)(b)(ii) or 63 of the Companies Act 1993, Infratil may
acquire up to a further 20,000,000 ordinary shares
(approximately 2.8% of the outstanding ordinary shares,
excluding treasury stock). These shares may be bought
on-market or off-market, but the combined total of further
on-market and off-market purchases will not exceed
20,000,000 ordinary shares. Off-market purchases will not be
made from employees or directors of Infratil or associated
persons of directors.
Infratil is not committing to buy shares and a decision as to
any purchases will be made from time to time having regard
to market conditions. No maximum price is specified for shares
bought on-market, but Infratil will always disclose the number
of shares, and the price at which it bought them, whether
on-market or off-market, before 9:30 am on the business day
following the purchase being made.
Whether the purchases are on-market or off-market, the
directors will regularly reassess the situation and seek to
purchase shares at prices that in their view represent the best
value for shareholders.
The directors believe that, depending on market conditions
and Infratil’s then current share price, having the Share
Buyback Programme in place is a positive way of improving
shareholder value and is fair to Infratil and all shareholders.
The disclosure document required under the Companies Act
1993 is attached as Annexure B.
Annexure A: Directors’ Remuneration
The Board reviews directors’ fees annually to ensure that fees
do not fall out of step with the market, reflect the commitment
required of an Infratil director, and ensure that Infratil
continues to attract high quality director candidates. In 2019,
the Board engaged PwC to undertake a benchmarking
exercise in order to assess the appropriateness of directors’
fees paid to Infratil directors. Infratil operates in several
significant sectors and has investments across four
geographies, which sets the framework for seeking to attain
shareholder returns targeted by Infratil but also increases the
complexity of matters for consideration by the Infratil board.
As a result of that exercise undertaken by PwC, the Board in
2019 considered that in recognition of the complexity of
Infratil’s activities together with the time commitment required
of an Infratil director, it should be targeting director
remuneration at the 75th percentile of comparator group 2
in the PwC benchmarking report.
At the 2019 annual meeting, shareholders approved an
increase in the quantum of fees paid to all Directors (in their
capacity as a director of Infratil and certain of its subsidiaries)
to $1,329,375 per annum (plus GST or VAT, as appropriate).
This increase to the directors’ fee pool was to enable
directors’ fees to be set consistent with the 75th percentile
of comparator group 2 in the PwC benchmarking report,
but with the increases to directors’ fees expected to be
implemented over a three-year period across the 2020, 2021
and 2022 financial years (and the Board does not expect to
seek shareholder approval for any further increases to the
Directors’ Fee Pool prior to the 2022 annual meeting):
• For the year to 31 March 2020, Directors’ fees were set so
that they were consistent with the median of fees payable
in that comparator group.

1819
• For the year to 31 March 2021, Directors’ fees would be
expected to be increased so that they are at the mid-
point between the median and the 75th percentile of that
comparator group.
• For the year to 31 March 2022, Directors’ fees would be
expected to be increased so that they are at the 75th
percentile of that comparator group.
The Board continues to consider that Infratil should be
targeting director remuneration at the 75th percentile of
comparator group 2 in the PwC benchmarking report. The
reasons for this, noted in the first paragraph of this Annexure,
continue to apply.

The Board therefore considers it appropriate to implement
the expected increase to Directors’ fees for the 2021
financial year.
The directors’ fee pool may be divided among Directors in
their capacities as directors of Infratil and certain of its
subsidiaries as the Board deems appropriate, and the fee
structure for the 2021 financial year (together with the initial
fee structure set for the 2020 financial year) is set out below.
As noted in the 2020 Annual Report, 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, his remuneration as Chief
Executive is paid by Morrison & Co.
Annual fee structure
1
FY2020 Fee Levels
(Median)
NZD
FY2021 Fee Levels
(Mid Point)
NZD
Increase
(Decrease)
Base Fees:
Chairperson of the Board (inclusive of Committee fees)
239,800 256,80017,000
Director
112,000 121,7509, 7 5 0
Overseas Director (P Gough)
140,000 152,18812,188
M Bogoievski
112,000 Nil(112,000)
Audit and Risk Committee Fees:
Chair37,000 38,5001,500
Member18,800 19,700900
Nominations and Remuneration Committee Fees:
ChairNilNilNil
MemberNilNilNil
Manager Engagement Committee Fees:
Chair (
ex officio Chairperson of the Board)NilNilNil
Member7,5007,500Nil
Directors’ Fee Pool Allocation: Fees paid to Directors in their
capacity as Directors of Infratil (paid by Infratil)1,051,9001,011,388(40,512)
Directors’ Fee Pool Allocation: Fees paid to Directors in their
capacity as directors of subsidiaries (paid by the subsidiary)105,000105,000Nil
Aggregate Directors’ Fees1,156,9001,116,388(40,512)
DIRECTORS’ FEE POOL1,329,375 1,329,375 Nil
Unallocated Directors’ Fees Pool172,475212,98740,512

2021
The above amounts exclude any directors’ fees paid to any
Director as a director of Trustpower Limited or Tilt Renewables
Limited (although, as at the date of this Notice of Meeting, no
Director is also serving as a director of either of those
companies). Although both Trustpower and Tilt Renewables
are subsidiaries of Infratil, both are also separately listed on
the NZX Main Board. Accordingly, if in future any Director is
also a director of Trustpower or Tilt Renewables, Listing Rule
2.11.1 requires any directors’ fees paid to that Director in that
capacity to be approved by the shareholders of Trustpower or
Tilt Renewables (as applicable), but does not require those
fees to be approved by shareholders in Infratil (and they do
not get deducted from the fee pool above).
Annexure B: Companies Act Disclosure
Document for Share Buyback Programme
In the 2019 Notice of Meeting Infratil advised shareholders of
its intention to continue its Share Buyback Programme,
reserving the right to acquire up to 20,000,000 of Infratil’s
ordinary shares on issue. The maximum price of shares that
could be bought off-market was $5.00 per share, and no
maximum price was specified for shares bought on-market.
Infratil has acquired 887,617 ordinary shares under the Share
Buyback Programme since the 2019 Notice of Meeting.
It is considered appropriate for Infratil to continue the Share
Buyback Programme and reserve the right to buy back up to
20,000,000 of Infratil’s ordinary shares on issue. This would
represent approximately 2.8% of the outstanding ordinary
shares, excluding treasury stock. These shares may be bought
on-market or off-market, but the combined total of further
on-market and off-market purchases may not exceed
20,000,000 ordinary shares. Off-market purchases may also
not be made from employees or directors of Infratil or
associated persons of directors.
This Disclosure Document sets out the information that the
Companies Act 1993 requires be provided to shareholders
annually while a Share Buyback Programme continues.
Terms of the Offer
On-market Buyback – Section 63 of the Companies Act 1993
• Infratil may make one or more offers on the NZX Main
Board market to all shareholders to acquire up to
20,000,000 ordinary shares in Infratil, pursuant to section
63 of the Companies Act 1993.
• Offers may be made between 20 August 2020 and
22 July 2021.
• Infratil will pay the prevailing market price for the shares at
the time of purchase. Infratil is not obliged to make offers
and reserves the right to cease doing so at any time.
Off-market Buyback – Section 60(1)(b)(ii) of the Companies
Act 1993
• Infratil may make offers to one or more shareholders to
acquire up to 20,000,000 ordinary shares in Infratil,
pursuant to Section 60(1)(b)(ii) of the Companies Act 1993.
• Offers may be made between 20 August 2020 and
22 July 2021.
• Infratil will pay the prevailing market price for the shares at
the time of purchase. Infratil is not obliged to make offers
and reserves the right to cease doing so at any time.
• Buybacks made in compliance with Section 60(1)(b)(ii) of
the Companies Act 1993 will not be made from any person
who is a Director, Associated Person of a Director or an
Employee (as those terms are defined in the Listing Rules)
of Infratil and will not exceed 15% of the shares on issue at
20 August 2020.
Other Information Applicable to Both On-market and
Off-market Buybacks
• Infratil will not purchase any shares while it possesses
any information that is materially price-sensitive but
not publicly available. If Infratil has price sensitive
information, it will cease acquiring shares until the
information is publicly disclosed or ceases to be
materially price sensitive.
• Infratil may hold up to 5% of its shares as Treasury Stock.
Treasury Stock comprises shares acquired and held by
Infratil in itself and which would otherwise be cancelled on
acquisition. Subject to certain restrictions, Treasury Stock
can be transferred, re-issued or cancelled by Infratil.
• All on-market offers will be designed so that the proceeds
of sales will not be taxable as dividends whilst off-market
offers may be taxable as dividends, and imputation credits
will not be attached to the proceeds. Shareholders who
have special tax status, as a result, for example, of trading
securities professionally, should consult their tax advisers.

2223
Resolutions
To initiate the proposed offer the Board unanimously resolved
on 1 July 2020, amongst other things:
(i) To continue the previously notified Share Buyback
Programme, and reserve the right to make one or more
offers on the NZX market to all shareholders to acquire up
to 20,000,000 ordinary shares in Infratil pursuant to
Section 60(1)(b)(ii) (off-market buyback) and Section 63
(on-market buyback) of the Companies Act 1993 (the Act)
in the period between 20 August 2020 and 22 July 2021.
(ii) To pay the prevailing market price for the shares at the
time of purchase.
(iii) That in respect of any offer made pursuant to
Section 60(1)(b)(ii):
- The acquisition is in the best interests of Infratil;
- The acquisition is of benefit to the remaining
shareholders;
- The terms of the offer and the consideration offered
for the shares are fair and reasonable to Infratil; and
- The terms of the offer and the consideration offered
for the shares are fair and reasonable to the remaining
shareholders.
(iv) That in respect of an offer made pursuant to Section 63:
- The acquisition is in the best interests of Infratil and its
shareholders; and
- The terms of the offer and the consideration offered
for the shares are fair and reasonable to Infratil and
its shareholders.
(v) That, for the purposes of buybacks effected under
Resolution (iii) or (iv), the Directors are not aware of any
information that will not be disclosed to Infratil's
shareholders:
- that is material to an assessment of the value of the
shares; and
- as a result of which the terms of the offer and
consideration offered for the shares are unfair to the
shareholders accepting the offer.
(vi) That the reasons for the Directors’ conclusions in the
Resolutions (iii), (iv) and (v) are:
- to maximise shareholder value, and acquiring shares
may be considered by the Board (taking into account
prevailing circumstances) to be an efficient use of
capital; and
- shareholders have total discretion to choose whether to
participate in the buyback. There is no pressure to sell
to Infratil; and
- Infratil has in place reviews and procedures to ensure
that it does not acquire shares during the period when
material price sensitive information is known to Infratil
but is not available to shareholders.
(vii) That the Board is satisfied that Infratil will, immediately
after acquiring the shares, satisfy the solvency test
applied under Section 52 of the Companies Act 1993.
(viii) That Marko Bogoievski, Mark Flesher, Phillippa Harford and
Jason Boyes of Morrison & Co Infrastructure Management
Limited (each acting alone) are hereby authorised to sign
such documents and do such other things as may be
necessary or appropriate to complete the buyback.
(ix) That until Infratil holds shares in itself equating to 5% of
the total number of shares on issue, such shares need
not be cancelled but may be held as Treasury Stock by
Infratil itself.
Directors’ Interests
Ordinary Shares (as at 21 July 2020)
Infratil (IFT) ordinary sharesBeneficial
interests
Non-beneficial
interests
M Tume49,1327,389
M Bogoievski2,021,245Nil
A Gerry27,267Nil
P Gough197,533Nil
K Mactaggart44,840Nil
P M Springford34,406Nil
This Disclosure Document is provided pursuant to Sections
61(5) and 63(6) of the Companies Act 1993 and complies with
Sections 62 and 64 of the Companies Act 1993.

---

2020 Annual Meeting
The Annual Meeting of Infratil Limited will be held in the Rangimarie Room 1 and 2, Level 3, Te Huinga Centre, Te Papa, 55 Cable
Street, Wellington on Thursday, 20 August 2020 commencing at 2:30pm NZST. If you are unable to attend in person you will be
able to attend online via the Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/ift20. If you are
attending online, you will require your Holder Number, see above, for verification purposes. If you intend attending online, please
join the meeting queue 15 minutes prior to commencement to verify your registration.
Voting
Subject to the voting restrictions (explained below) that apply in respect of Resolution 3, you are entitled to one vote for every
fully paid share in Infratil Limited that you hold as at 2:30pm NZST on Tuesday 18 August 2020 being 48 hours prior to the start of
the Annual Meeting.
Voting Restrictions that apply to Resolution 3:
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom it is proposed to issue new Shares referred to in a resolution
under Listing Rule 4.2.1, and any associated person of that person, are disqualified from voting in favour of the resolution but may
act as a proxy or voting representative for another person who is qualified to vote on the resolution, in accordance with that
person’s express instructions.
The related companies, directors and shareholders (direct and indirect), and some staff of Morrison & Co are associated persons of
Morrison & Co. Accordingly, none of Morrison & Co, its directors, related companies, the direct or indirect shareholders or any staff of
Morrison & Co, will vote their Shares in respect of Resolution 3 but may act as a proxy or voting representative for a person who is
qualified to vote on Resolution 3, in accordance with that person’s express instructions.
How to Lodge your proxy:
Online: vote.linkmarketservices.com/IFT
Scan and email: meetings@linkmarketservices.co.nz
Fax: +64 9 375 5990
Deliver: Infratil Limited, C/- Link Market Services, Level 11,
Deloitte Centre, 80 Queen Street Auckland 1010, New Zealand.
Mail: Use the enclosed reply paid envelope or address to:
Infratil Limited, C/- Link Market Services Limited, PO Box 91976,
Victoria Street West, Auckland 1142, New Zealand.
You will require your holder number and FIN (New Zealand
register) or your holder number and postcode (Australian
register) to complete your vote.
A shareholder will be taken to have signed the Proxy Form by
lodging it in accordance with the instructions on the website.
Scan this QR code with your smartphone and vote online
General Enquiries:
+64 9 375 5998
I
enquiries@linkmarketservices.com
Page 1

Proxy Form (for use if you are unable to attend the Annual Meeting)
Appointment of Proxy
1. If you do not propose to attend the Annual Meeting and wish to be represented by a proxy, please complete this form in
accordance with the Voting Instructions on page 3 and deliver it to Infratil Limited’s share registry, Link Market Services, by one of
the means noted on page 1. Proxies must be received by Link Market Services no later than 2:30pm NZST on 18 August 2020. You
can still attend the meeting online, even if you have appointed a proxy, although you will not be able to vote if a proxy has
been appointed.
2. To lodge your proxy online, go to the Link Market Services website, as noted on page 1, and follow the instructions. You will be
required to enter your holder number and FIN (New Zealand register) or postcode (Australian register) for security purposes.
A shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
3. A proxy cannot be appointed online if they are appointed under a power of attorney or similar authority. The online proxy facility
may also not be suitable for shareholders that wish to appoint two proxies with different voting directions.
4. If you wish, you may appoint the Chairperson of the Meeting to act as your proxy. To appoint the Chairperson of the Meeting,
enter “Chairperson of the Meeting” in the space allocated in “Step 1” of this form. Subject to note 5, the Chairperson of the
Meeting intends to vote proxies marked “Proxy Discretion” in favour of all Resolutions.
5. Please note that a Director, or an Associated Person of a Director, appointed as Proxy (including the Chairperson of the Meeting),
may not exercise a discretionary vote if they have an interest in the outcome of the resolution. In that case, your vote on that
resolution will be invalid unless you tick a box directing the proxy to vote for, against or to abstain.
6. If this Proxy Form is returned duly signed by a shareholder, with voting instructions included, but without specifying a person to
be appointed as Proxy, the Chairperson of the Meeting is deemed to be the Proxy for the purpose of that form to the extent of
the voting instructions as provided.
7. The Proxy is appointed only for this Annual Meeting or any adjournment of this Annual Meeting.
Signing Instructions
8. If a shareholder is an individual, this form must be signed by the shareholder or his or her duly authorised attorney.
9. If the shares are held by joint shareholders, at least one of the joint shareholders must sign this form (on behalf of all joint
shareholders). If the joint shareholders appoint different voting proxies, the vote of the proxy appointed by the first named joint
shareholder in the Infratil Limited share register will be counted.
10. If a shareholder is a trust, this form must be signed by at least one trustee, in accordance with the relevant trust deed, or by an
attorney for the trust.
11. If a shareholder is a company, this form must be signed by a duly authorised officer or attorney.
12. If this Proxy Form is signed by an attorney, a copy of the power of attorney under which it is signed and a signed certificate of
non-revocation of the power of attorney must accompany this Proxy Form when sent to Link Market Services Limited.
13. A shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. If the shareholder does not specify the proportion of the shareholder’s voting rights each
proxy is to represent, each proxy will be entitled to exercise half the shareholder’s votes.
Page 2

Step 1: Appoint a Proxy to Vote on your Behalf
I/We, being a shareholder of Infratil Limited, hereby appoint:
or failing him/her appoint
(full name of Proxy)* (full name of Proxy)*
as my/our proxy to exercise my/our vote, in accordance with my/our directions at the Annual Meeting of the Company to be held
on 20 August 2020, and at any adjournment of that Annual Meeting, and to vote on any resolutions to amend any of the
resolutions, on any resolution so amended, and on any other resolution proposed at the Annual Meeting (or any adjournment of
that Annual Meeting), so as to give effect to my/our intention as set out below, where possible.
* Please insert the name of a proxy. The Chairperson of the Meeting is prepared to act as proxy. If you wish to appoint the Chairperson of the Meeting, insert
“Chairperson of the Meeting” above.
Step 2: Voting Instructions
Should the shareholder(s) wish to direct the proxy how to vote, these Voting Instructions must be completed. Any undirected votes in
respect of a resolution where the Chairperson of the Meeting is appointed as Proxy, will be voted in favour of the relevant resolution,
other than where he or she is prohibited from voting on that resolution.
If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution
on your behalf. If you tick the “Abstain” box for a particular resolution, you are directing your proxy NOT to vote on that resolution.
Resolutions:ForAgainstProxy
Discretion
Abstain
1
To approve Resolution 1 set out in the Notice of Meeting: That Marko Bogoievski be
re-elected as a director of Infratil.
2
To approve Resolution 2 set out in the Notice of Meeting: That Peter Springford be
re-elected as a director of Infratil.
3
To approve Resolution 3 set out in the Notice of Meeting: That Infratil be authorised to
issue to Morrison & Co Infrastructure Management Limited (Morrison & Co), within the
time, in the manner, and at the price, prescribed in the Management Agreement, such
number of fully paid ordinary shares in Infratil (Shares) as is required to pay all or such
portion of the second instalment of the FY2020 Incentive Fee (if payable) as the Board
elects to pay by the issue of Shares (Scrip Option), and the Board be authorised to
take all actions and enter into any agreements and other documents on Infratil’s
behalf that the Board considers necessary to complete the Scrip Option.
4
To approve Resolution 4 set out in the Notice of Meeting: That the Board be authorised
to fix the auditor’s remuneration.
Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask
questions during the Meeting. If you choose to participate in the Virtual Annual Meeting and would like to ask a question, you can
submit a question online by going to vote.linkmarketservices.com/IFT and completing the online validation process. You can also
submit questions via the online platform in advance of the meeting, by completing the same online validation process.
Shareholders can also submit written questions by completing the question section below and returning this form to Link Market
Services. Questions will need to be submitted by 2:30pm NZST on Tuesday 18 August 2020. The Board will address and answer
questions at the Annual Meeting.
Question:
Signature(s) of Shareholder(s)
Shareholder 1: Shareholder 2: Shareholder 3:
Signed this day of 2020
Daytime Contact Number: ( )
Proxy Form/Admission Card
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the Annual Meeting as the barcode is
required for registration.
Page 3