Infratil Infrastructure Bond Offer Opens

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




19 November 2020


Infratil Infrastructure Bond Offer Opens

Infratil Limited (“Infratil”) announces that its offer of unsecured, unsubordinated fixed rate Infrastructure
Bonds to New Zealand retail and institutional investors is now open.
Infratil is offering up to $50 million of unsecured, unsubordinated fixed rate Infrastructure Bonds which are to
mature on 15 March 2026 (“Bonds”), with the option to accept up to $50 million of oversubscriptions at
Infratil’s discretion. The Bonds will form part of the same series as Infratil’s existing 3.35% per annum fixed
rate bonds issued on 16 December 2019, 16 January 2020 and 14 February 2020 (“IFT300”). The key terms
of the offer are contained in the Terms Sheet, a copy of which is attached.
The Issue Price for the Bonds will be $1.01694 per Bond for Bonds issued on 15 December 2020 and
$1.01619 for Bonds issued on 15 March 2021, which has been determined using an Issue Yield of 3.00%
p.a.. The coupon rate for the Bonds (payable on the Face Value of $1.00, not the Issue Price) is fixed at
3.35% p.a. for the term of the Bonds.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities
pursuant to the Financial Markets Conduct Act 2013. The notice required by the Financial Markets Conduct
Regulations 2014 has been provided to NZX. The Bonds will be quoted on the NZX Debt Market.
Details on how to apply for the Bonds are set out in the Terms Sheet. The offer is now open, and is due to
close on 10 March 2021. Infratil may elect to close the offer earlier.
Interested investors should contact their broker or one of the managers of the offer (outlined below) for more
details.
ANZ Bank New Zealand Limited 0800 269 476
Bank of New Zealand 0800 284 017
Forsyth Barr Limited 0800 367 227 www.forsythbarr.co.nz
Hobson Wealth Partners Limited 0800 742 737
Jarden Securities Limited 0800 005 678 www.jarden.co.nz
Westpac Banking Corporation 0800 942 822
(ABN 33 007 457 141) (acting through its New Zealand branch)
Further information is available on www.infratil.com/for-investors/bonds/ or by contacting Aaron Queree
(Group Treasurer, Infratil) on 04 473 3663.

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

Issue Yield: 3.00% p.a.

Infratil
Terms Sheet
November 2020
Terms Sheet dated
19 November 2020
This Terms Sheet sets out the key terms
of the offer ("Offer") by Infratil Limited
("Infratil") of up to $50,000,000 (plus
oversubscriptions of up to $50,000,000)
of fixed rate bonds maturing on
15 March 2026 ("Infrastructure Bonds").
The Infrastructure Bonds will be issued
under the programme trust deed dated
11 November 1999 (as amended from time
to time) between Infratil and Trustees
Executors Limited as supplemented
by a series supplement dated
22 October 2019 (as amended and
restated on 19 November 2020) (together,
"Trust Deed"). Unless the context requires
otherwise, capitalised terms used in this
Terms Sheet have the same meaning given
to them in the Trust Deed. This Terms Sheet
is an "Issue Flyer" for the purposes of the
Trust Deed.
Important Notice
The Offer by Infratil is made in reliance
upon the exclusion in clause 19 of
schedule 1 of the Financial Markets
Conduct Act 2013 ("FMCA").
The Offer contained in this Terms Sheet is
an offer of Infrastructure Bonds that will
form part of the same series (and will have
identical rights, privileges, limitations and
conditions) as Infratil's bonds maturing on
15 March 2026, which have an interest rate
of 3.35% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT300 ("IFT300 Bonds").
In addition, the Infrastructure Bonds will
have identical rights, privileges, limitations
and conditions (except for the interest rate
and maturity date) as:
• Infratil's bonds maturing on
15 December 2029, which have a
current interest rate of 3.50% per annum
(rate reset on 15 December 2020 and
annually thereafter) and which are
currently quoted on the NZX Debt
Market under the ticker code IFTHC;
• Infratil's fixed rate bonds maturing on
15 December 2026, which have an
interest rate of 3.35% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT280;
• Infratil's bonds maturing on
15 December 2028, which have a
current interest rate of 4.85% per annum
(rate reset after five years) and which
are currently quoted on the NZX Debt
Market under the ticker code IFT270;
• Infratil's fixed rate bonds maturing on
15 December 2024, which have an
interest rate of 4.75% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT260;
• Infratil's fixed rate bonds maturing on
15 June 2025, which have an interest
rate of 6.15% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT250;
• Infratil's fixed rate bonds maturing on
15 December 2022, which have an
interest rate of 5.65% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT240;
• Infratil's fixed rate bonds maturing on
15 June 2024, which have an interest
rate of 5.50% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on
15 June 2021, which have an interest
rate of 4.90% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT220;
• Infratil's fixed rate bonds maturing on
15 September 2023, which have an
interest rate of 5.25% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT210; and
• Infratil's fixed rate bonds maturing on
15 June 2022, which have an interest
rate of 6.85% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT190,
(together with the IFT300 Bonds, the
"Quoted Bonds").
Accordingly, the Infrastructure Bonds are
the same class as the Quoted Bonds for
the purposes of the FMCA and the
Financial Markets Conduct Regulations
2014.
Infratil is subject to a disclosure obligation
that requires it to notify certain material
information to NZX Limited ("NZX") for the
purpose of that information being made
available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt
securities of Infratil that are currently
quoted and in the same class as the
Infrastructure Bonds that are being offered.
Investors should look to the market price of
the Quoted Bonds referred to above to find
out how the market assesses the returns
and risk premium for those bonds.
Infratil has the right in its absolute
discretion and without notice to close the
Offer early, to add additional Issue Dates,
to extend the Closing Date, to increase the
amount of oversubscriptions, or to choose
not to proceed with the Offer.
1

Infratil
Terms Sheet
November 2020
Tilt Renewables’ Waipipi wind farm, Taranaki
2

Infratil
Terms Sheet
November 2020
Key Terms of the
Infrastructure Bonds
Issuer:Infratil Limited
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be
issued pursuant to the Trust Deed
Opening Date:19 November 2020
Offer Amount:The Offer is for up to $50,000,000 of Infrastructure Bonds (with the option to accept
oversubscriptions of up to $50,000,000 at Infratil’s discretion). The Offer Amount is
based on the Face Value of the Infrastructure Bonds to be issued under the Offer,
not the Issue Price.
Closing Date:5.00pm, 10 March 2021
Interest Rate: 3.35% per annum. The Interest Rate is payable on the Face Value of the Infrastructure
Bonds (being $1.00 per Infrastructure Bond), rather than the Issue Price, which results in
the Issue Yield set out below.
Issue Yield: 3.00% per annum
Fungibility:The Infrastructure Bonds being offered under this Terms Sheet will form part of the same
series as the IFT300 Bonds first issued on 15 November 2019.
Issue Price:For Infrastructure Bonds issued on 15 December 2020: $1.01694 per Infrastructure Bond
For Infrastructure Bonds issued on 15 March 2021: $1.01619 per Infrastructure Bond
Face Value:$1.00 per Infrastructure Bond
Issue Date:Infrastructure Bonds for which subscription moneys have been banked into the trust
account operated in respect of the Offer on or before 10 December 2020 (being 3
business days prior to the first Issue Date) will be issued on 15 December 2020.
Infrastructure Bonds for which subscription moneys have been banked into the trust
account operated in respect of the Offer after 10 December 2020, will be issued on
15 March 2021.
Maturity Date:15 March 2026
Interest Payment Dates:15 March, 15 June, 15 September and 15 December of each year until and including the
Maturity Date
For Infrastructure Bonds issued on 15 December 2020, the first Interest Payment Date will
be 15 March 2021
For Infrastructure Bonds issued on 15 March 2021, the first Interest Payment Date will be
15 June 2021
Interest Payments:Infratil will pay interest in arrear in equal amounts on each Interest Payment Date.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest
Payment Date (see "Right to Redeem Early" and "Early Redemption Events" below), the
amount of interest that will be payable to you will be adjusted to reflect the number of
days in the interest period in which the interest accrued.
3

Infratil
Terms Sheet
November 2020
Early Bird Interest:Early bird interest is payable at the Issue Yield on the Issue Price in respect of accepted
applications that have been banked into the trust account operated in respect of the
Offer prior to the relevant Issue Date.
Early bird interest will be calculated on a daily basis at the Issue Yield on the Issue Price
banked from (and including) the date on which your subscription moneys have been
banked into the trust account operated in respect of the Offer to (but excluding) the
relevant Issue Date.
Early bird interest will be paid (less any withholding tax required to be deducted) to the
original subscriber within 5 Business Days of the relevant Issue Date.
No early bird interest is payable on subscription money that is not accepted.
Interest Suspension and Dividend
Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists.
If the payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil
when the Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial
assistance for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions
of other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal
obligation by Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the
Maturity Date by giving you no less than 5 Business Days' notice. Infratil may not exercise
this right if:
(a) the Supervisor has declared the Infrastructure Bonds due and payable because an
event of default as described in clause 8.1 of the Trust Deed exists; or
(b) the notice of early redemption is given at a time on or after the day falling 25
Business Days before the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a) an event of default as described in clause 8.1 of the Trust Deed occurs; or
(b) certain takeover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and the
occurrence of certain insolvency related events in relation to Infratil.
4

Infratil
Terms Sheet
November 2020
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early
Redemption Event, will be redeemed at an amount equal to its Face Value less all
withholding tax or deductions required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem
early, it will be redeemed at an amount equal to the greater of:
(a) its Face Value plus accrued but unpaid interest; and
(b) the current market price of the Infrastructure Bonds (determined in accordance
with clause 6.1(l)(ii) of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Bondholders that, on the last day of each financial
year and financial half-year of Infratil (and in certain other circumstances), Borrowed
Money Indebtedness of the Issuer Group (being Infratil and certain of its 100% owned
subsidiaries) will not exceed 50% of Tangible Assets of Infratil and its subsidiaries as at
that date.
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil.
This means that in a liquidation of Infratil your rights and claims as a Bondholder:
(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of
Infratil who are preferred by law (e.g. the Inland Revenue Department in respect of
unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of
Infratil; and
(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being
creditors who have agreed to accept a lower priority in respect of their claims in a
liquidation of Infratil), and (ii) shareholders.
Infratil is a holding company with investments in various companies. Bondholders have
no claims against, or recourse to the assets of, any of those companies. Infratil's ability
to make timely payments on the Infrastructure Bonds is dependent on the returns it
receives from its investments, its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates
(including lenders) would have a prior claim to the assets of those companies ranking
ahead of the claim of Infratil's liquidator (claiming as shareholder in the companies). Only
the residual assets of the companies, after the claims of the companies' creditors have
been satisfied, would be available to Infratil's liquidator and therefore Infratil's creditors
(including Bondholders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Expected Date of Initial Quotation on the
NZX Debt Market:
For Infrastructure Bonds issued on 15 December 2020: 16 December 2020
For Infrastructure Bonds issued on 15 March 2021: 16 March 2021
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of
$1,000 thereafter.
ISIN:NZIFTD0300L0
5

Infratil
Terms Sheet
November 2020
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date
falls on a day that is not a Business Day, the due date for the payment to be made on
that date will be on the immediately preceding Business Day, but the amount paid will
not be adjusted.
Registrar and Paying Agent:Link Market Services Limited
Who May Apply:Infratil may reserve Infrastructure Bonds, including oversubscriptions, for subscription by
clients of the Managers, NZX participants and other approved financial intermediaries
("Allocations"). The aggregate number of Infrastructure Bonds reserved will be
determined by Infratil, in consultation with the Managers.
How to Apply:
Applications to subscribe for Infrastructure Bonds must be made on the Offer
application form attached to this Terms Sheet.
Investors should contact any Manager, their financial adviser or any NZX participant for
details on how they may acquire Infrastructure Bonds under the Offer. You can find an
NZX participant by visiting www.nzx.com/services/market-participants/find-a-
participant. Applicants accepting an Allocation from an NZX participant or approved
financial intermediary must return a completed application form to the office of that NZX
participant or approved financial intermediary which has provided the Allocation in time
to enable it to be forwarded to the Registrar before 5.00pm on the Closing Date.
Public Pool applicants (being all applicants other than applicants in respect of
Allocations) must return a completed Offer application form, so that it is received by the
Registrar (on behalf of Infratil) at the address below, no later than 5.00pm on the Closing
Date:
Link Market Services Limited
PO Box 91976, Auckland 1142
Email: applications@linkmarketservices.co.nz
Applications may be refused
Infratil reserves the right to refuse any application or to accept an application in part
only, without providing a reason. If Infratil refuses an application or accepts an
application in part, all or the relevant balance of the application moneys will be returned
(without interest) as soon as reasonably practicable and, in any event, within five
Business Days after such refusal or acceptance in part.
Each investor’s financial adviser will be able to advise them as to what arrangements will
need to be put in place for the investors to trade the Infrastructure Bonds including
obtaining a common shareholder number ("CSN"), an authorisation code ("FIN") and
opening an account with an NZX participant as well as the costs and timeframes for
putting such arrangements in place.
Late application moneys
If you apply for Infrastructure Bonds issued on 15 December 2020 based on the Issue
Price of those Infrastructure Bonds but your funds are not banked into the trust account
operated in respect of the Offer until after 10 December 2020, Infratil may accept your
application for Infrastructure Bonds to be issued on 15 March 2021. In these
circumstances, Infratil will refund you the difference between the Issue Price of the
Infrastructure Bonds issued on 15 December 2020 and the Issue Price of the
Infrastructure Bonds issued on 15 March 2021.
6

Infratil
Terms Sheet
November 2020
Brokerage:NZX has authorised NZX participants to act in the Offer. Applicants are not required to
pay brokerage for Infrastructure Bonds under this Offer.
Use of Proceeds:Infratil will use the net proceeds of the Offer for general corporate purposes.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are,
immediately after issue, quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market,
under the FMCA.
NZX Debt Market Ticker Code:NZX Debt Market ticker code IFT300.
Supervisor:Trustees Executors Limited
Governing Law:New Zealand
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has
not and will not take any action which would permit a public offering of the Infrastructure
Bonds, or possession or distribution of any offering material, in any country or jurisdiction
where action for that purpose is required (other than New Zealand). Infrastructure Bonds
may only be offered for sale or sold in compliance with all applicable laws and
regulations in any jurisdiction in which they are offered, sold or delivered. Any information
memorandum, terms sheet, circular, advertisement or other offering material in respect of
the Infrastructure Bonds may only be published, delivered or distributed in or from any
country or jurisdiction under circumstances which will result in compliance with all
applicable laws and regulations.
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Managers and
the Supervisor in respect of any loss incurred as a result of you breaching the above
selling restrictions.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Managers, the
Supervisor, or any of their respective directors, officers, employees, agents or advisers to
subscribe for, or purchase, any of the Infrastructure Bonds.
The Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you
acknowledge that none of the Managers, the Supervisor nor their respective directors,
officers, employees, agents or advisers gives any warranty or representation of accuracy
or reliability and they take no responsibility for it.
7

Infratil
Terms Sheet
November 2020
Other
Information
The dates set out in this Terms Sheet are
indicative only and Infratil may change the
dates set out in this Terms Sheet. Infratil
has the right in its absolute discretion and
without notice to close the Offer early, to
add additional Issue Dates, to extend the
Closing Date, to increase the amount of
oversubscriptions, or to choose not to
proceed with the Offer. If the Closing Date
is changed, other dates (such as the Issue
Dates) may be changed accordingly.
Any internet site address provided in the
Terms Sheet is for reference only and,
except as expressly stated otherwise, the
content of such internet site is not
incorporated by reference into, and does
not form part of, this Terms Sheet.
Copies of the Trust Deed are available by
visiting www.infratil.com/for-investors/
bonds/ or you may request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Aaron Queree
or
Trustees Executors Limited
Level 6
10 Customhouse Quay
Wellington
Attention: Roger Dixon
Investors should seek qualified
independent financial and taxation advice
before deciding to invest. In particular, you
should consult your tax adviser in relation
to your specific circumstances. Investors will
also be personally responsible for ensuring
compliance with relevant laws and
regulations applicable to them (including
any required registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 6, Maritime Tower
10 Customhouse Quay
PO Box 3222
Wellington 6143
Telephone 0800 878 783
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Directory
Managers of the Offer
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Telephone 0800 269 476
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Forsyth Barr Limited
Level 23, Lumley Centre
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Hobson Wealth Partners Limited
Level 4, Australis Nathan Buildings
37 Galway Street
Britomart
Auckland 1010
Telephone 0800 742 737
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
Telephone 0800 942 822
8

Infratil
Terms Sheet
November 2020
Vodafone 5G tower installation
9

10
Infratil
Terms Sheet
November 2020
These application instructions relate to an application for
Infrastructure Bonds under the Offer. An application to subscribe
for Infrastructure Bonds under the Offer must be made on the
application form following these application instructions.
An application will constitute an irrevocable offer by the
applicant to subscribe for the aggregate Face Value of
Infrastructure Bonds at the Issue Price specified in the
application form (or such lesser amount which Infratil may
determine) on the terms set out in this Terms Sheet, the
Trust Deed, the Series Supplement and the application form.
A = Investor Details
Please complete all relevant sections in the Offer application
form in CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in
the name(s) of natural persons, companies or other legal entities,
up to a maximum of three names per application.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write Name:
Incorrect way
to write Name:
Individual personJOHN SMITHJ SMITH
More than
one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
TrustsJOHN SMITH
(SMITH FAMILY
TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND
SONS A/C)
JOHN SMITH & SONS
Clubs and
unincorporated
associations
JANE SMITH
(SMITH INVESTMENT
CLUB A/C)
SMITH INVESTMENT
CLUB
Superannuation
funds
JOHN SMITH LIMITED
(SUPERANNUATION
FUND A/C)
JOHN SMITH
SUPERANNUATION
FUND
Postal address details: Insert your postal address for
correspondence. All communications to you from Infratil will be
mailed to the person(s) at the address shown (unless an
applicant provides an email address in section F of the
application form). For joint applicants, only one address is to
be provided.
Telephone numbers: Insert your telephone number(s) in case
the Registrar or Infratil needs to contact you in relation to your
application.
By supplying your mobile number you will enable the Registrar
to advise you by TXT Alerts (post allotment for New Zealand
investors only) of any changes on your holding balance, or if
your bank account details or address on the register change, or
if a new / replacement FIN has been requested. This feature
provides additional security to you as an investor. You may
unsubscribe at any time for this TXT Alert service.
B = Application Details
Unlike Infratil’s prior bond offers, the Issue Yield for this Offer is
below the coupon Interest Rate for the Infrastructure Bonds under
the Offer. This results in an aggregate Issue Price (the initial
investment amount) that is higher than the aggregate Face Value
of the Infrastructure Bonds. Please enter both the aggregate Face
Value of Infrastructure Bonds that you wish to apply for and the
aggregate Issue Price.
Each Infrastructure Bond has a Face Value of $1.00, and an
Issue Price which is either $1.01694 for funds banked on or
before 10 December 2020 or $1.01619 for funds deposited after
10 December 2020. The aggregate Issue Price is determined by
multiplying the aggregate Face Value of Infrastructure Bonds you
wish to apply for by the relevant Issue Price. The table on page 14
outlines the relevant aggregate Issue Price for aggregate Face
Values of up to $200,000.
An application to subscribe for Infrastructure Bonds must be for
a minimum aggregate Face Value of $5,000 and thereafter in
multiples having a Face Value of $1,000.
Payment of the aggregate Issue Price amount must be made
by direct debit or cheque.
If you choose the direct debit option, by completing the direct
debit account details, you authorise the Registrar to direct debit
the bank account nominated on the application form, on the day
the application form is received by the Registrar, for the
aggregate Issue Price amount applied for on the application form.
You cannot specify any other direct debit date and you must
ensure that:
• the bank account details supplied are correct;
• sufficient funds in the bank account for direct debit are
available on the day the Registrar receives the application
form;
• the person(s) giving the direct debit instruction has/have the
authority to operate the account solely/jointly; and
• the bank account you nominated is a transactional account
eligible for direct debit transactions.
Infratil
Terms Sheet
November 2020
Offer Application
Instructions
10

11
Infratil
Terms Sheet
November 2020
If you are uncertain, you should contact your bank or financial
institution. Should your direct debit fail, your application may be
rejected. The Registrar will not be able to process your direct debit
if you do not sign and date the application form. If requested, the
Registrar will provide you with a direct debit authority form.
Cheques must be in New Zealand dollars and drawn on a
New Zealand branch of a registered bank. Cheques must be
made payable to “Infratil Bond Offer”, crossed “Not Transferable”
and must not be post-dated. Staple your cheque to the
completed application form.
Your cheque will be banked upon receipt into a designated bank
trust account pending allotment of the Infrastructure Bonds. The
banking of application moneys does not constitute confirmation
of allotment of any Infrastructure Bonds or acceptance of an offer
to subscribe for Infrastructure Bonds.
If an applicant’s direct debit or cheque is dishonoured, Infratil may
cancel that applicant’s allotment of Infrastructure Bonds and
pursue any other remedies available to it at law. Investors who are
members of NZClear may, by prior arrangement with the Registrar,
settle their applications for the Infrastructure Bonds on the relevant
Issue Date of the Infrastructure Bonds through the NZClear System.
C = Holder Number Details
If you have other investments registered under a Common
Shareholder Number (“CSN”) please supply your CSN in the space
provided. The name and address details on your application form
must correspond with the registration details under that CSN.
D = Interest and Redemption Payments
If payment to your cash management account with an NZX
participant is selected, tick the box for option 1, insert the name
of the NZX Participant where your cash management account is
held and provide your cash management client account number.
If you currently receive interest or dividend payments from the
Registrar by direct credit, and wish your payments in respect of
the Infrastructure Bonds to be direct credited to the same
account, then you do not need to complete section D of the
application form.
Please note that, commencing January 2021, you will no longer be
able to receive interest and redemption payments by cheque.
Please ensure you complete either Option 1 or Option 2 to enable
your interest to be direct credited.
E = IRD number, RWT and other tax details
Please enter your IRD number and tick the resident withholding
tax (“RWT”) rate that applies to you (or, if you are exempt from
RWT, tick the exempt box). If no IRD number is supplied, payments
will be taxed at the non-declaration rate of 45%.
F = Electronic Investor Correspondence
By supplying your email address Infratil will be able to deliver your
investor correspondence to you electronically where possible. This
is a much more environmentally friendly, cost effective and timely
option than paper based investor mail outs.
G = Signing and Dating
Read the Terms Sheet and application form carefully and sign and
date the application form.
The application form must be signed by each of the applicant(s)
personally, (in the case of a company) by two directors of a
company (or one director if there is only one director, whose
signature must be witnessed), or in either case by a duly
authorised attorney or agent.
If the application form is signed by an attorney, the power of
attorney document is not required to be lodged, but the attorney
must complete the certificate of non-revocation of power of
attorney following the application form.
If the application form is signed by an agent, the agent must
complete the certificate of non-revocation of agent following the
application form.
Joint applicants must each sign the application form.
H = Offer Closing Date and Delivery
The Offer will close at 5.00pm on 10 March 2021. Applicants
should remember that the Closing Date of the Offer may be
changed at the sole discretion of Infratil. Changes will be advised
by NZX announcement. Infratil reserves the right to refuse to
accept applications received by the Registrar after the Closing
Date of the Offer. Your application form should be returned to, or
lodged with, an appropriate person as specified under the
heading “How to Apply” on page 6 of the Terms Sheet.
Personal Information Rights
Personal information provided by you will be held by Infratil and
the Registrar at their respective addresses shown under the
address details section in the Terms Sheet or at such other place
as is notified upon request. This information will be used for the
purpose of managing your investment.
You have a right to access and correct any personal information
about you under the Privacy Act 1993. You can also access your
information on the Link Market Services website: www.
linkmarketservices.co.nz. (You will be required to enter your holder
number and FIN).
Infratil
Terms Sheet
November 2020
11

12
Infratil
Terms Sheet
November 2020
BROKER STAMPBroker code
Advisor code
Offer Application Form
Infratil Limited Issue of Infrastructure Bonds
This Offer application form (“Application Form”) is issued in connection with a Terms Sheet dated 19 November 2020 under which Infratil Limited ("Infratil")
is offering bonds due 15 March 2026 ("Infrastructure Bonds") (“Terms Sheet”). Please complete this Application Form and return it to, or lodge it with, an
appropriate person as specified under the heading “How to Apply” on page 6 of the Terms Sheet.
Before completing this Application Form, applicants should read the Terms Sheet to which this application relates.
A. APPLICATION DETAILS AND INFORMATION – PLEASE PRINT IN BLOCK LETTERS
First Name(s):Family Name:
First Name(s):Family Name:
First Name(s):Family Name:
Corporate Name or <<On Account>> :
Postal Address:
Telephone Home:Mobile/Work:
B. APPLICATION DETAILS – IMPORTANT
Applications must be accompanied by payment in full. Payment must be in New Zealand currency based on NZ$1.01694 per Infrastructure Bond if the
funds are banked on or before 10 December 2020, otherwise based on NZ$1.01619 per Infrastructure Bond. Your Application Form must be received by
Link Market Services Limited (“Link”) by 5.00pm, 10 March 2021.
Applications must be for a minimum Face Value of NZ$5,000 and, thereafter, in multiples having a Face Value of NZ$1,000. Infratil may accept or reject all
or part of this application for Infrastructure Bonds without giving reason. Please refer to the Issue Price table on page 14 to determine the aggregate Issue
Price for your application. For example, for an application for Infrastructure Bonds with an aggregate Face Value of $10,000.00 the aggregate Issue Price
would be $10,169.40 if the funds are banked on or before 10 December 2020, otherwise the aggregate Issue Price would be $10,161.90.
Amount of Infrastructure Bonds applied for:
OPTION 1: Please direct debit my bank account for the aggregate Issue Price of Infrastructure Bonds applied for. The Registrar will direct debit from the
bank account provided below on the date the application form is received. By signing this Application Form, the signatory agrees that the
Registrar is authorised to direct debit the bank account in accordance with the terms specified in the Terms Sheet.
Name of Bank:
Name of Account:
Account Number:

Bank Branch Account No. Suffix
OPTION 2: Please find attached my cheque made payable to “Infratil Bond Offer” and crossed “Not Transferable”.
C. COMMON SHAREHOLDER NUMBER (CSN)
Please note that the application must be in the same name as the CSN below otherwise the application will be deemed to be made without a CSN and a
new CSN will be allocated.
If you currently have a Common Shareholder Number (
CSN), please enter it here:
D. INTEREST AND REDEMPTION PAYMENTS
You may choose only ONE of the options below (cheque is no longer an option). Please tick the box next to your selected option (
):
OPTION 1:

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

OPTION 2: Direct credit to the New Zealand bank account nominated.

Please pay my interest and repayments to the account for direct debit purposes nominated above.

Please pay my interest and repayments to the account nominated below.
Name of Bank:
Name of Account:
Account Number:

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

-

-

If no IRD number is supplied payments will be taxed at the non-declaration rate of 45%
Deduct resident withholding tax from all my/our interest payments at the following rate (
one): 10.5%* 17.5% 28%** 30% 33% Exempt
*Only available for an individual that reasonably expects their income for the income year to be $14,000 or less and trustees of certain testamentary trusts. ** Available for companies only.
F. ELECTRONIC CORRESPONDENCE & REPORTING
To enable Infratil to provide you with your investor correspondence in relation to your holding in this security electronically, please complete your email
address below. If you do not provide an email address, investor correspondence will be mailed to you at the address provided on this Application Form.
G. SIGNATURE(S) OF APPLICANT(S)
I/We hereby acknowledge that I/we have received and read the Terms Sheet, and apply for the dollar amount of Infrastructure Bonds set out above (the
aggregate Issue Price) and agree to accept such Infrastructure Bonds (or such lesser number as may be allotted to me/us) on, and subject to, the terms
and conditions set out in the Terms Sheet, the Trust Deed, the Series Supplement, and the Application Form.
All applicants on the Application Form must sign.
Date / /

Date / /

Date / /
Aggregate Issue Price NZ$
Aggregate Face Value NZ$
OR
(ATTACH CHEQUE HERE)
12

13
Infratil
Terms Sheet
November 2020
H. SEND APPLICATION FORM AND CHEQUE (IF APPLICABLE) TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM
ON 10 MARCH 2021.
Infratil Bond Offer, c/- Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142
or Deliver to: c/- Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010
or email to: applications@linkmarketservices.co.nz
Investor phone number: +64 9 375 5998
TERMS AND CONDITIONS:
By signing this Application Form:
a) I/We agree to subscribe for Infrastructure Bonds upon and subject to the terms and conditions of the Terms Sheet, this Application Form, the Trust
Deed and I/we agree to be bound by the provisions hereof.
b) I/We declare that all details and statements made by me/us in this Application Form are complete and accurate.
c) I/We certify that, where information is provided by me/us in this Application Form about another person, I/we are authorised by such person to
disclose the information to Infratil and the Registrar and to give authorisation.
d) I/We acknowledge that an application cannot be withdrawn or revoked once it has been submitted.
e) I/We acknowledge that the Offer is only made in New Zealand, and by applying for Infrastructure Bonds, I/we warrant that I/we received this offer in
New Zealand and I/we are eligible to participate in the Offer, and I/we agree to indemnify Infratil and its directors, officers, employees and agents in
respect of any loss, cost, liability or expense sustained or incurred by Infratil as a result of my/our breaching that warranty or the selling restrictions
described in the Terms Sheet.
f) I/We confirm that: (i) I/We are tax resident in New Zealand; or (ii) I/We will hold the Infrastructure Bonds for the purposes of a business carried on in
New Zealand through a fixed establishment in New Zealand; or (iii) I/We are a registered bank engaged in business in New Zealand through a fixed
establishment in New Zealand.
This Application Form, the Offer and any contract arising out of its acceptance are each governed by New Zealand law. Under the Anti-Money Laundering
and Countering Financing of Terrorism Act 2009, applicants may be required to produce evidence of their identity.
The information in this Application Form is provided to enable Infratil and the Registrar to process your application, and to administer your investment.
By signing this Application Form, you authorise Infratil and the Registrar to disclose information in situations where Infratil or the Registrar are required or
permitted to do so by any applicable law or by a governmental, judicial or regulatory entity or authority in any jurisdiction. Personal information will be
held by Infratil and the Registrar at their respective addresses shown in the Directory of the Terms Sheet or at such other place as is notified upon request.
If you are an individual under the Privacy Act 1993, you have the right to access and correct any of your personal information. You can also access your
information on the Link website (www.linkmarketservices.co.nz). You will be required to enter your holder number and FIN.
I. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY:
(Complete this section if you are acting on behalf of the Applicant on this Application Form for whom you have power of attorney)
I, (full name)
of (place and country of residence),

(occupation),
CERTIFY:
• THAT by deed dated
(date of instrument creating the power of attorney),

(full name of person/body corporate which granted the power of attorney)
of (place and country of residence of person/body corporate which granted the power of attorney**)
appointed me (his/her/its) attorney;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers
thereby conferred on me; and
• THAT I have not received notice of any event revoking the power of attorney.
Signed at
this day of (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
J. CERTIFICATE OF NON-REVOCATION OF AGENT:
(Complete this section if you are acting as Agent on behalf of the Applicant on this Application Form)
I, (full name)
of (place and country of residence),
(occupation),
CERTIFY:
• THAT by the agency agreement dated
(date of instrument creating the agency),
(full name of person/body corporate which appointed you as agent)
of (place and country of residence of person/body corporate which appointed you as agent **)
appointed me (his/her/its) agent;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers
thereby conferred on me; and
• THAT I have not received any notice or information of the revocation of my appointment as agent.
Signed at
this day of (month/year)
Signature of agent
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
13

14
Infratil
Terms Sheet
November 2020
The table below illustrates the aggregate Issue Price that will be payable for the Infrastructure Bonds based on various different Face
Value amounts. If the Face Value of the Infrastructure Bonds that you wish to apply for is not set out below, or you wish to clarify the
aggregate Issue Price payable, please contact Infratil at 04 473 3663.
Aggregate
Face
Value
Aggregate Issue Price for
funds banked on or before
10 December 2020
Aggregate Issue Price for
funds banked after
10 December 2020
$ 1.00$ 1.01694 $ 1.01619
$ 5,000 $ 5,084.70 $ 5,080.95
$ 10,000 $ 10,169.40 $ 10,161.90
$ 15,000 $ 15,254.10 $ 15,242.85
$ 20,000 $ 20,338.80 $ 20,323.80
$ 25,000 $ 25,423.50 $ 25,404.75
$ 30,000 $ 30,508.20 $ 30,485.70
$ 35,000 $ 35,592.90 $ 35,566.65
$ 40,000 $ 40,677.60 $ 40,647.60
$ 45,000 $ 45,762.30 $ 45,728.55
$ 50,000 $ 50,847.00 $ 50,809.50
$ 55,000 $ 55,931.70 $ 55,890.45
$ 60,000 $ 61,016.40 $ 60,971.40
$ 65,000 $ 66,101.10 $ 66,052.35
$ 70,000 $ 71,185.80 $ 71,133.30
$ 75,000 $ 76,270.50 $ 76,214.25
$ 80,000 $ 81,355.20 $ 81,295.20
$ 85,000 $ 86,439.90 $ 86,376.15
$ 90,000 $ 91,524.60 $ 91,457.10
$ 95,000 $ 96,609.30 $ 96,538.05
$ 100,000 $ 101,694.00 $ 101,619.00
$ 105,000 $ 106,778.70 $ 106,699.95
$ 110,000 $ 111,863.40 $ 111,780.90
$ 115,000 $ 116,948.10 $ 116,861.85
$ 120,000 $ 122,032.80 $ 121,942.80
$ 125,000 $ 127,117.50 $ 127,023.75
$ 130,000 $ 132,202.20 $ 132,104.70
$ 135,000 $ 137,286.90 $ 137,185.65
$ 140,000 $ 142,371.60 $ 142,266.60
$ 145,000 $ 147,456.30 $ 147,347.55
$ 150,000 $ 152,541.00 $ 152,428.50
$ 155,000 $ 157,625.70 $ 157,509.45
$ 160,000 $ 162,710.40 $ 162,590.40
$ 165,000 $ 167,795.10 $ 167,671.35
$ 170,000 $ 172,879.80 $ 172,752.30
$ 175,000 $ 177,964.50 $ 177,833.25
$ 180,000 $ 183,049.20 $ 182,914.20
$ 185,000 $ 188,133.90 $ 187,995.15
$ 190,000 $ 193,218.60 $ 193,076.10
$ 195,000 $ 198,303.30 $ 198,157.05
$ 200,000 $ 203,388.00 $ 203,238.00
Issue Price Table
Infratil
Terms Sheet
November 2020
14

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

19 November 2020
Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets
Conduct Regulations 2014
Infratil Limited ("Infratil") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets Conduct
Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of bonds ("New Bonds") due 15
March 2026, in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013
("FMCA").
The main terms of the offer and the New Bonds are set out in the attached Terms Sheet.
The New Bonds will form part of the same series (and will have identical rights, privileges, limitations and conditions)
as Infratil's bonds maturing on 15 March 2026, which have an interest rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market under the ticker code IFT300 ("IFT300 Bonds").
Except for the interest rate and maturity date, the New Bonds will have identical rights, privileges, limitations and
conditions as:
• Infratil's bonds maturing on 15 December 2029, which have a current interest rate of 3.50% per annum
(rate reset on 15 December 2020 and annually thereafter) and which are currently quoted on the NZX Debt
Market under the ticker code IFTHC;
• Infratil's fixed rate bonds maturing on 15 December 2026, which have an interest rate of 3.35% per annum
and which are currently quoted on the NZX Debt Market under the ticker code IFT280;
• Infratil's bonds maturing on 15 December 2028, which have a current interest rate of 4.85% per annum
(rate reset after five years) and which are currently quoted on the NZX Debt Market under the ticker code
IFT270;
• Infratil's fixed rate bonds maturing on 15 December 2024, which have an interest rate of
4.75% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT260;
• Infratil's fixed rate bonds maturing on 15 June 2025, which have an interest rate of 6.15%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT250;
• Infratil's fixed rate bonds maturing on 15 December 2022, which have an interest rate of
5.65% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT240;
• Infratil's fixed rate bonds maturing on 15 June 2024, which have an interest rate of 5.50%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on 15 June 2021, which have an interest rate of 4.90%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT220;
• Infratil's fixed rate bonds maturing on 15 September 2023, which have an interest rate of
5.25% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT210;
and
• Infratil's fixed rate bonds maturing on 15 June 2022, which have an interest rate of 6.85%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT190,

(together with the IFT300 Bonds, the "Quoted Bonds"), and therefore are of the same class as the Quoted Bonds for
the purposes of the FMCA and the Regulations. The Quoted Bonds have been continuously quoted on the NZX Debt
Market over the preceding 3 months.
As at the date of this notice, Infratil is in compliance with:
• the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and
• its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the purposes of the
Regulations.

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

As at the date of this notice, there is no other information that would be required to be disclosed under a
continuous disclosure obligation or which would be excluded information required to be disclosed for the purposes
of the Regulations if the Quoted Bonds had had the same redemption date or interest rate as the New Bonds being
offered.
For further information, please contact: Aaron Queree, Group Treasurer, Infratil Limited on 04 473 3663.