Non-binding Indicative Approach for IFT Shares

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
9 December 2020



Non-binding Indicative Approach for IFT Shares

The Board of Infratil Limited (IFT) has become aware that AustralianSuper Pty Ltd, as trustee of
AustralianSuper, (AustralianSuper) has publicly announced its interest in acquiring 100% of IFT.

The Board confirms that it received an initial non-binding, incomplete, indicative and confidential offer
from AustralianSuper to acquire IFT via a scheme of arrangement on 18 October 2020 for cash
consideration of NZ$4.69 and an in-specie distribution of 0.2210 Trustpower Limited shares. This
implied a total offer value of NZ$6.40 per IFT share. That offer was subsequently revised on 27
November 2020 to increase the cash consideration to NZ$5.79. The revised proposal confirmed by
AustralianSuper yesterday implies a total offer value of NZ$7.43 per IFT share, based on a NZ$7.43
closing price per Trustpower share as at 8 December 2020 (Proposal). This Proposal represents a
22.2% premium to the 8 December 2020 IFT closing price.

The Board engaged expert legal (MinterEllisonRuddWatts) and financial advisors (Goldman Sachs)
and formed a Committee of Independent Directors in October to assist in its assessment of the
proposals. The Board reviewed valuation and the proposed structure and unanimously rejected both
proposals as materially undervaluing IFT’s high quality and unique portfolio of assets on a control
basis. The Board also notes material conditions related to Foreign Investment Review Board and
Overseas Investment Office approvals in Australia and New Zealand and considers that there are
other aspects of the proposal that are unattractive to IFT shareholders, including distributing
Trustpower Limited shares without recognising a control premium and avoiding the need to make a
takeover offer for that business.

The IFT Board will consider any proposal to maximise shareholder value, but given the significant
deficiencies in the Proposal, no further engagement is planned at this time.

The Chairman of IFT, Mark Tume, said: “The Board regularly assesses portfolio construction and
return expectations. We have had a long and successful track record as active managers of the
Infratil platform, and recent examples include the ongoing success of CDC Data Centres, the
proposed acquisition of Qscan and the strategic review of Tilt Renewables. As at 8 December 2020,
Infratil had delivered total shareholder returns of 18% per annum since listing in 1994 and has a
stated annual targeted return for our shareholders of 11%-15% over the long term”.

IFT Chief Executive, Marko Bogoievski, said: “Both proposals were unsolicited and materially
undervalue our significant renewable energy and digital infrastructure platforms. We expect some of
the additional value to be demonstrated in the near term with the recently announced strategic review
of Tilt Renewables, which will continue, and ongoing appreciation of the value of CDC Data Centres”.


Any enquiries should be directed to:

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