Infratil Limited/Announcement
Infratil Limited logo

Infratil Full Year Results for the year ended 31 March 2021

Full Year Results18 May 2021IFTUtilities

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
19 May 2021



Infratil Full Year Results for the year ended 31 March 2021



Infrastructure investment company Infratil Limited (‘Infratil’) (NZX, ASX ticker code IFT) today announced its

full year results for the year ended 31 March 2021. Infratil owns renewable energy, digital infrastructure,

airport and social infrastructure businesses in growth sectors. These businesses operate across Australia,

New Zealand, the United States and Europe, and include CDC Data Centres, Vodafone New Zealand

Trustpower, Tilt Renewables, Wellington Airport, Qscan Group, RetireAustralia and Longroad Energy.


Infratil’s performance for the year ended 31 March 2021 demonstrated the benefits of sector and

jurisdictional diversification. Proportionate EBITDAF

1

from continuing operations of $398.8 million for the

year was up from $370.2 million in the comparative period. The impact of Covid on the Infratil portfolio (in

particular for Wellington Airport and Vodafone New Zealand) was offset by strong cost control and the

continued demand for high-quality data centres facilities, which saw CDC Data Centres earnings growth of

25%.


Infratil’s share of the net loss for the year was $49.2 million, driven by unrealised energy derivative losses

at Trustpower and increased management incentive fees, which reflect valuation increases that are not

recognised for accounting purposes.


Despite the challenges and restrictions put in place to prevent the spread of Covid, during the year Infratil

and its portfolio businesses undertook capital expenditure and investment of $1,235 million, including $250

million in digital infrastructure and technology, $590 million in renewable energy, and $310 million in the

initiation of a new diagnostic imaging platform through Qscan Group.


Infratil’s total shareholder return for the year was 91.9%, comprising 4.3% after tax dividend return and

87.6% capital gain, including the rights issue.


Infratil has also declared a final dividend of 11.5 cents per share, a 4.5% increase on the prior year, reflecting

confidence in future forecast cash flows.


A remarkable year; global pandemic, first takeover offer in 26 years, and largest ever divestment


Infratil’s businesses have done an exceptional job managing the prolonged impacts of the Covid crisis;

servicing our people and customers safely, while safeguarding the capital of shareholders. While

Covid demonstrated the benefits of the sector and jurisdictional diversification within Infratil’s portfolio, it has

been the incredible work of employees within the portfolio companies that protected retirement village

residents, kept the lights on and helped to keep people working and connected.


The indicative offer Infratil received from AustralianSuper was a real time endorsement of the quality of

Infratil’s assets and their attractiveness to sophisticated investors. Since the indicative offer, the value of

Infratil has continued to be demonstrated through the outcome of the strategic review of Tilt Renewables,

the ongoing appreciation of the value of CDC Data Centres and the establishment of a new diagnostic

imaging platform.


In rejecting the offer Infratil Chair, Mark Tume noted that “the offer was undervaluing what is both a special

group of businesses and a unique and relatively unconstrained operating model.”



1

Proportionate EBITDAF shows Infratil’s operating costs and its share of the EBITDAF of the companies it has invested in. It excludes

discontinued operations and management inventive fees. A reconciliation of net profit after tax to Proportionate EBITDAF is provided in the

31 March 2021 Annual Results Presentation.





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

The divestment of Tilt Renewables shows the disconnect to private market valuations, with the process also

highlighting the accelerating global demand for decarbonisation aligned assets. The shareholder value

recognised through the Scheme Implementation Agreement is material, with the NZ$8.10 offer price

equivalent to a 106.6% premium above the Tilt share price prior to the announcement of Infratil Limited’s

strategic review on 4 December 2020. On completion the transaction is forecast to deliver gross proceeds

to Infratil in excess of $2.0 billion.


An opportunity to create a meaningful Australasian healthcare platform


On 22 December 2020, Infratil acquired 56.25% of Australian based Qscan for A$289.6 million (NZ$309.6

million), followed by the announcement after balance date that Infratil has now also entered into an

unconditional agreement to acquire between 53.5% and 58.5% of Pacific Radiology, for between NZ$312

million to NZ$344 million.


Diagnostic Imaging is an idea that matters. A value-based shift towards early diagnosis and preventative

care can significantly improve the healthcare lifecycle for patients and address system inefficiencies.


Infratil CEO Jason Boyes said the acquisitions “create a meaningful Australasian healthcare platform with a

number of potential synergies and adjacent opportunities. The purchases also confirm our continuing

confidence in thematics which are driving our capital allocation in communications and digital infrastructure,

decarbonisation, and aging populations”.


Following the acquisition of Pacific Radiology and receipt of the Tilt Renewables sale proceeds, Infratil will

have net cash of more than $1 billion for investment.


Infratil Considers Infrastructure Bond Offer


Infratil is considering making a new offer of unsecured, unsubordinated fixed rate Infrastructure bonds

maturing on 15 December 2027. Full details of the offer are expected to be released in the week beginning

24 May 2021. No money is currently being sought and no Bonds can be applied for until the offer opens.


Outlook and Guidance for the year ended 31 March 2022


Guidance for the year ended 31 March 2022 is for Proportionate EBITDAF of between $470 million and $520

million (excluding Tilt Renewables and Pacific Radiology).


The dividend outlook is for continued growth, reflecting the timing of forecast future cashflows from both

CDC Data Centres and Vodafone, as well those from the recent investments in Qscan Group and Pacific

Radiology.


Infratil continues to be willing to invest ahead of the mainstream infrastructure market and take on more

complex operating businesses to position Infratil’s shareholders in next generation infrastructure. In

anticipation of receiving the funds from the sale from Tilt Renewables, management has been particularly

active developing reinvestment options, which will prioritise growth from existing businesses where possible.


Investor briefing


There will be a briefing for institutional investors, analysts and media commencing at 10.00am (NZT). The

briefing and Q&A session will also be available by webcast and teleconference.


A webcast of the presentation will be available live at: https://edge.media-server.com/mmc/p/j9af8ij9




Any enquiries should be directed to:


Mark Flesher, Investor Relations

mark.flesher@infratil.com

---

Results Announcement
For the year ended 31 March 2021

19 May 2021

InfratilFull year results presentation 2021
Disclaimer

ThispresentationhasbeenpreparedbyInfratilLimited(NZcompanynumber597366,NZX:IFT;ASX:IFT)(Company).

Tothemaximumextentpermittedbylaw,theCompany,itsaffiliatesandeachoftheirrespectiveaffiliates,relatedbodiescorporate,directors,officers,

partners,employeesandagentswillnotbeliable(whetherintort(includingnegligence)orotherwise)toyouoranyotherpersoninrelationtothis

presentation.

Information

ThispresentationcontainssummaryinformationabouttheCompanyanditsactivitieswhichiscurrentasatthedateofthispresentation.The

informationinthispresentationisofageneralnatureanddoesnotpurporttobecompletenordoesitcontainalltheinformationwhichaprospective

investormayrequireinevaluatingapossibleinvestmentintheCompanyorthatwouldberequiredinaproductdisclosurestatementunderthe

FinancialMarketsConductAct2013ortheAustralianCorporationsAct2001(Cth).Thispresentationshouldbereadinconjunctionwiththe

Company’sAnnualReportfortheyearended31March2021,marketreleasesandotherperiodicandcontinuousdisclosureannouncements,whichare

availableatwww.nzx.com,www.asx.com.auorinfratil.com/for-investors/.

Notfinancialproductadvice

Thispresentationisforinformationpurposesonlyandisnotfinancial,legal,tax,investmentorotheradviceorarecommendationtoacquirethe

Company’ssecurities,andhasbeenpreparedwithouttakingintoaccounttheobjectives,financialsituationorneedsofprospectiveinvestors.

FuturePerformance

Thispresentationmaycontaincertain“forward-lookingstatements”abouttheCompanyandtheenvironmentinwhichtheCompanyoperates,suchas

indicationsof,andguidanceon,futureearnings,financialpositionandperformance.Forward-lookinginformationisinherentlyuncertainandsubject

tocontingenciesoutsideoftheCompany’scontrol,andtheCompanygivesnorepresentation,warrantyorassurancethatactualoutcomesor

performancewillnotmateriallydifferfromtheforward-lookingstatements.

Non-GAAPFinancialInformation

Thispresentationcontainscertainfinancialinformationandmeasuresthatare“non-GAAPfinancialinformation”undertheFMAGuidanceNoteon

disclosingnon-GAAPfinancialinformation,"non‐IFRSfinancialinformation"underRegulatoryGuide230:‘Disclosingnon‐IFRSfinancialinformation’

publishedbytheAustralianSecuritiesandInvestmentsCommission(ASIC)andarenotrecognisedunderNewZealandequivalentstoInternational

FinancialReportingStandards(NZIFRS),AustralianAccountingStandards(AAS)orInternationalFinancialReportingStandards(IFRS).Thenon-

IFRS/GAAPfinancialinformationandfinancialmeasuresincludeProportionateEBITDAF,EBITDAFandEBITDA.Thenon-IFRS/GAAPfinancial

informationandfinancialmeasuresdonothaveastandardisedmeaningprescribedbytheNZIFRS,AASorIFRS,shouldnotbeviewedinisolationand

shouldnotbeconstruedasanalternativetootherfinancialmeasuresdeterminedinaccordancewithNZIFRS,AASorIFRS,andtherefore,maynotbe

comparabletosimilarlytitledmeasurespresentedbyotherentities.AlthoughInfratilbelievesthenon-IFRS/GAAPfinancialinformationandfinancial

measuresprovideusefulinformationtousersinmeasuringthefinancialperformanceandconditionofInfratil,youarecautionednottoplaceundue

relianceonanynon-IFRS/GAAPfinancialinformationorfinancialmeasuresincludedinthispresentation.

FurtherinformationonhowInfratilcalculatesProportionateEBITDAFcanbefoundatAppendixI.

Nopartofthispresentationmaybereproducedorprovidedtoanypersonorusedforanyotherpurpose.

2

Disclaimer

InfratilFull year results presentation 2021
Programme

•Introduction

•Australian Super Indicative Offer

•Tilt Renewables Strategic Review

•Full Year Overview and Financial Highlights

•Operating Businesses

•Guidance for the year ended 31 March 2022

•Summary and Outlook

3

Infratil

Results

Announcement

A Remarkable

Year

Presenters

Jason Boyes –Infratil CEO

Phillippa Harford -Infratil CFO

InfratilFull year results presentation 2021
AustralianSuperTakeoveroffer

•In October 2020 the Infratil Board received an indicative and

confidential offer from AustralianSuperto acquire 100% of

Infratil via a scheme of arrangement

•The offer was for cash consideration of $4.69 per share and an

in-specie distribution of Trustpower shares, implying a total

offer value of $6.40 per Infratil share at that date

•That offer was subsequently revised in November 2020 to

increase the cash consideration to $5.79, implying a total offer

value of $7.43 per Infratil share at that date

•The Infratil Board reviewed the valuation and the proposed

structure and unanimously rejected both proposals as

materially undervaluing Infratil’s high quality and unique

portfolio of assets on a control basis

•The offer was also likely to have material conditions related to

Overseas Investment Office approvals

•Both proposals were unsolicited and materially undervalued

Infratil’s significant renewable energy and digital

infrastructure platforms

•Since the announcement of the offer, the value of Infratil has

been demonstrated through the strategic review of Tilt

Renewables, the ongoing appreciation of the value of CDC

Data Centres and the establishment of the diagnostic imaging

platform

4

Australian

Super

Indicative

Offer

The indicative

offer was an

endorsement of

the quality of our

assets and their

attractiveness to

sophisticated

investors

InfratilFull year results presentation 2021
TiltRenewablesStrategicReview

•Through Trustpower and then Tilt Renewables, Infratil was an

early investor in wind powered generation in New Zealand

and Australia, resulting in $2,150 million of capital

expenditure building 1,106MW of capacity with annual output

of 3,768GWh

•On 7 December 2020 Infratil announced that it was to

undertake a strategic review of its shareholding in

Tilt Renewables

•On 15 March 2021 Tilt Renewables announced it had entered

into a Scheme Implementation Agreement (‘SIA’) with a

consortium of Powering Australian Renewables and Mercury

Energy under which Tilt Renewables shareholders would

receive $7.80 per share in cash

•The terms of the SIA were revised on 16 April 2021 to increase

the Scheme consideration to $8.10 per share in cash

•The Infratil Board has confirmed its support for the proposal

with settlement being subject to regulatory approval, but

currently expected to occur in August 2021

•The shareholder value recognised through the SIA is material,

with the NZ$8.10 offer price equivalent to a 106.6% premium

above the Tilt Renewables share price prior to the

announcement of Infratil Limited’s strategic review on

4 December 2020

5

Strategic

Review

Infratil to sell

its 65.5%

shareholding in

Tilt Renewables

for $2.0 billion

InfratilFull year results presentation 2021
FullYearOverview

•Proportionate EBITDAF from continuing operations

$398.8 million, up from $370.2 million in the comparative

period (7.7% growth)

•Infratil's share of the net lossfor the year is

$49.2 million, driven byunrealised energy derivative

losses at Trustpower and increased performance

fees,which reflect valuation increases thatare not

recognised for accounting purposes unless realised

•Conditional agreement to sell Infratil’s 65.5% stakein Tilt

Renewables for gross proceedsof $2.0 billion which is

expected to complete in August 2021

•Proportionate capital expenditure and investment of

$1,235 million, including initiation of diagnostic imaging

platformthrough investment in Qscan

•Acquisition of between 53.5% and 58.5% of

Pacific Radiology announced in April and expected to

complete on 31 May 2021

•Partially imputed finaldividend of 11.50 cents per share

6

Full Year

Overview

Our performance

demonstrates

the benefits of

sector and

jurisdictional

diversification

InfratilFull year results presentation 20217
Financial

Highlights

Reported result

reflects the Covid

impact on

Wellington

Airport, the

accrued annual

incentive feeand

Trustpower

derivative

movements

31 March($Millions)20212020Variance% Change

Net Surplus/(Loss) from Continuing Operations (87.6)5.2(92.8)(1,784.6%)

Net Parent Surplus/(Loss)(49.2)241.2(290.4)(120.4%)

Proportionate EBITDAF

1

398.8370.228.67.7%

International Portfolio Incentive Fee223.1125.0(98.1)(78.5%)

Proportionate Capital Expenditure & Investment1,235.32,268.3(1,033.0)(45.5%)

Earnings per share (cps) from continuing activities(17.0)(37.1)(20.1)54.2%

Notes:

1.Proportionate EBITDAF is an unaudited non-GAAP measure. Proportionate EBITDAF does not have a standardised meaning and should not be

viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS, as it may not be comparable to similar

financial information presented by other entities. A reconciliation of Proportionate EBITDAF to Net profit after tax is providedin Appendix I

InfratilFull year results presentation 2021
•Operating revenue reflects the addition of Qscan

to the Group and a higher contribution from

associates, offset by the impact of Covidon

Wellington Airport

•Annual portfolio incentive fee reflects continuing

growth in Infratil’smaterial international assets

•Net increase in depreciation & amortisationdue

to the addition of Qscanto the Group

•Net interest decreased, primarily due toreduced

drawn debt at the wholly owned group level

through the Tilt Renewables capital return and

the Infratil equity raise

•Realisations and revaluations reflects the net

impact of electricity derivative and interest rate

swap movements, partially offset by property

revaluations and post-completion sales

adjustments from prior periods

•Discontinued operations relate to Tilt

Renewables, the prior period also includes

NZ Bus, Perth Energy, Snapper andANU student

accommodation

8

Results

Summary

Solid overall

operating result

during

challenging

Covid

environment

31 March ($Millions)20212020

Operating revenue1,241.61,189.5

Operating expenses(864.4)(848.0)

Operating earnings377.2341.5

Annual incentive fee(223.1)(125.0)

Depreciation & amortisation(82.8)(71.2)

Net interest(138.5)(145.0)

Tax expense4.2(9.5)

Realisations and revaluations(24.6)14.4

Net surplus/(loss) continuing (87.6)5.2

Discontinuedoperations

1

71.6479.0

Net surplus/(loss)(16.0)484.2

Minority earnings(33.2)(243.0)

Net parent surplus/(loss)(49.2)241.2

Notes:

1.Discontinued operations represent businesses that have been divested, or businesses which will be recovered principally through a sale

transaction rather than through continuing use

InfratilFull year results presentation 20219
Proportionate

EBITDAF

Covidimpact

offset by full year

contribution

from Vodafone

New Zealandand

CDC Data Centres

earnings growth

31 March ($Millions)20212020

CDC Data Centres75.859.6

Vodafone New Zealand223.5154.9

Trustpower102.195.1

Wellington Airport23.768.1

Qscan Group11.0-

RetireAustralia10.48.9

Longroad Energy0.119.2

Corporate(47.8)(35.6)

Proportionate EBITDAF

1

398.8370.2

Discontinued operations52.696.1

Total Proportionate EBITDAF

1

451.4466.3

Notes:

1.ProportionateEBITDAFrepresentsInfratil’sshareoftheconsolidatednetearningsbeforeinterest,tax,depreciation,amortisation,financial

derivativemovements,revaluations,gainsorlossesonthesalesofinvestments,andexcludestheimpactofInternationalPortfolioIncentive

Fees.ProportionateEBITDAFreplacesUnderlyingEBITDAFasmanagement’spreferredmeasureformeasuringtheunderlyingperformanceof

Infratil’sportfoliocompanies

•Strong CDC performance with continued

revenue growth from existing data centres and

new data centres becoming operational

•Full year contribution from Vodafone New

Zealand, with business improvements offsetting

Covidimpacts

•Slightly higher contribution from Trustpower,

withan increase in higher margin telco

customers and reduced operating expenses

offset by lower generation volumes

•Wellington Airport contribution materially

impacted by reduction of passenger traffic due

to Covid, partially offset by cost reductions

•Longroad contribution impacted by extreme

weather events in Texas in February 2021

•Corporate expenses reflect increased

management fees driven by Infratil share price

appreciation

•Discontinued operations relate to Tilt

Renewables, the prior period also includes

NZ Bus, Perth Energy, Snapper and the ANU

student accommodation

InfratilFull year results presentation 202110
Proportionate

Capital

Expenditure &

Investment

Continued to

identify and

invest in the next

generation of

essential services

and asset classes

Notes:

1.ThetableshowsInfratil’sshareoftheinvestmentspendingofinvesteecompanies.InaperiodwhereInfratilacquiresanewinvestment,the

considerationpaidisshownastheinvestmentforthatperiod.InJuly2019,Infratilacquireda49.9%shareofVodafoneNewZealandfor

$1,029.9million,andthereforethisisshowastheinvestmentspendinginrelationtoVodafoneNewZealandinthecomparativeperiod.The

currentperiodincludesInfratil’s49.9%shareofVodafoneNewZeaalnd’scapitalexpenditure.

31 March ($Millions)20212020

CDC Data Centres119.3226.6

Vodafone New Zealand126.4-

Trustpower18.617.7

Tilt Renewables247.3332.2

Wellington Airport23.153.2

RetireAustralia29.828.0

LongroadEnergy325.9533.5

Other12.541.4

Capital Expenditure902.91,232.6

Vodafone New Zealand acquisition-1,029.9

Qscan Group acquisition309.6-

Other22.85.8

Investment322.41,035.7

Total Capex & Investment1,235.32,268.3

•CDC Data Centres’ completion of Eastern Creek 3

in Sydney (28MW) and ongoing construction of

4 data centres totalling 70MW

•Vodafone New Zealand investment was across

5G and regional network upgrades, fixed wireless

acceleration and investment in the digital

transformation programme

•Tilt Renewables’ construction of the Dundonnell

Wind Farm (336MW)and completion of the

WaipipiWind Farm (133MW)

•Growth capital projects suspended at Wellington

Airport due to Covid, however runway overlay

brought forward given Covid-related cessation

of international flights

•RetireAustraliacapital expenditure includes

construction of The Rise at Wood Glen and The

Verge, Burleigh

•LongroadEnergy currently has 824MW of utility

scale solar (Alabama, California & Texas) under

construction

•Qscanacquisition completed in December 2020

InfratilFull year results presentation 2021
•Theinternationalportfolioannualincentivefeeassessestheperformanceoftherelevantassetssincetheprevious

balancedateasdeterminedbyindependentvaluations

•TheFY2021annualincentivefeeispayableinthreeannualtranchesof$74.4million,withpaymentofthesecond

andthirdtranchebeingsubjecttothetotalvalueoftheassetsbeingmaintainedattherelevantdate

•TheannualincentivefeeinrelationtoTiltRenewablesisbasedonan‘undisturbedvaluation’of$5.44pershare

•Noinitialincentivefeeorrealisedincentivefeewererequiredtobecalculatedasat31March2021

11

International

Portfolio

Annual

Incentive Fee

Fee reflects the

ongoing growth

of the material

international

assetsand

demand for

Infratil’s chosen

sectors

Notes:

1.The hurdle rate is calculated on a daily basiscompounding, and adjusted for any capital movements and distributions during the period

2.IRR calculated in NZD after incentive fees and calculated as at31 March 2021

3.Tilt Renewables IRR based on a forecast settlement date of 31 August 2021 at the Scheme consideration price of $8.10 per share

31 March($Millions)

Prior YearCapitalDistributionsHurdle

1

ValuationAnnual FeeIRR

2

CDC Data Centres1,515.6(8.4)5.8(181.6)2,401.4140.3

41.2%

LongroadEnergy162.4(23.7)28.2(18.5)136.2(8.0)

41.5%

Tilt Renewables

3

966.5179.6-(100.4)1,317.586.1

36.5%

3

RetireAustralia308.2--(37.0)361.03.2

2.3%

ASIP33.4(0.3)-(4.0)45.61.6

10.9%

2,986.1147.334.0(341.5)4,261.7223.1

InfratilFull year results presentation 2021
1

Gearing calculated as total net debt / total capital based on share price at 31 March 2021

2

Subject to approvals from the Foreign Investment Review Board (Australia), Overseas Investment Office (NZ) and the High Courtof NZ

12

Debt Capacity

& Facilities

Following the

Pacific Radiology

acquisition and

receipt of Tilt

Renewables’ sale

proceeds Infratil

will have net

cash of more

than $1 billion

31 March ($Millions)20212020

Net bank debt/(cash)

328.2470.9

Infratil Infrastructure bonds

1,155.21,071.9

Infratil Perpetual bonds

231.9231.9

Total net debt1,715.3 1,774.7

Market value of equity5,151.02,579.3

Total capital6,866.34,354.0

Gearing

1

25.0%40.8%

Infratil wholly owned undrawn bank facilities353.0 268.0

100% subsidiaries cash13.8 9.1

Liquidityavailable366.8277.1

Debt Maturity Profile as at 31 March 2021 (NZ$ million)

•Infratil’sinvestment in Pacific Radiology will

initially be funded via a $350 million

12-month bridge facility established for the

purpose of acquiring Pacific Radiology

•Upon completion of the Tilt Renewables’

disposal, Infratil will fully repay its drawn

bank debt facilities, including the Pacific

Radiology acquisition bridge facility,

leaving a net cash balance of more than

$1 billion

•Infratil expects that completion of the Tilt

Renewables’ sale will occur prior to

30 August 2021

2

•As at 31 March 2021, drawn bank debt was

$342 million with $353 million of undrawn

bank facilities

•$50 million bank facility that was scheduled

to mature in June 2021 has been

refinanced. Infratil’snext bank maturities

are $65 million in February 2022

•Infratil'snext two bond maturities are

$93.9 million of IFT220 bonds in June 2021

and $93.7 million of IFT190 bonds in June

2022

65

350

180

100

-

94

194

122

745

232

-

200

400

600

800

1,000

FY22FY23FY24FY25-31>FY31

Wholly owned bank facilitiesBonds

InfratilFull year results presentation 2021
InfratilConsidersInfrastructureBondOffer

•Infratil is considering making a new offer of unsecured,

unsubordinated fixed rate Infrastructure Bonds (“Bonds”)

maturing on 15 December 2027

•Subject to availability, New Zealand resident holders of

Infratil's $93.9 million bonds maturing on 15 June 2021

("IFT220 Bonds") will have the opportunity to exchange all or

some of their IFT220 Bonds for new Bonds. There is also

expected to be a general offer of the new Bonds

•The full details of the offer are expected to be released in the

week beginning 24 May 2021. Any offer will be made in

accordance with the Financial Markets Conduct Act 2013 with

the Bonds then quoted on the NZX Debt Market

•No money is currently being sought and no Bonds can be

applied for until the offer opens

13

Infratil

Considers

Infrastructure

Bond Offer

Maturing

December

2027

InfratilFull year results presentation 2021
Total Shareholder Return

1

PeriodTSR

1 Year to 31 March 91.9%

5 Year23.2%

10 Year20.1%

Inception –27 years18.8%

1

Total shareholder returns are to 31 March 2021 based on a closing share price of $7.13

14

Share Price

Performance

Outstanding

returns delivered

over the medium

and long-term

3.00

4.00

5.00

6.00

7.00

8.00

9.00

31/0330/0431/0530/0631/0731/0830/0931/1030/1131/1231/0128/0231/0330/04

Infratil Share Price

InfratilFull year results presentation 2021
Final Ordinary Dividend

•A final dividend of 11.5 cps payable on

22 June 2021, partially imputed with 3.5 cps of

imputation credits attached

•The FY2021 final dividend is a 4.5% increase on

the prior year and reflects confidence around

forecast cashflows

•The record date will be 9 June 2021

•The dividend reinvestment plan will not be

activated for this dividend

DividendOutlook

•The dividend outlook is for continued growth,

reflecting the timing of forecast future

cashflows from both CDC Data Centres and

Vodafone New Zealand, as well those from the

recent investments in QscanGroup and Pacific

Radiology

15

Full Year

Distribution

FY2021 final

dividend of

11.5 cps,

increased by

4.5%from the

prior year

0

2

4

6

8

10

12

14

16

18

20

201320142015201620172018201920202021

OrdinaryDividendperShareProfile

InterimFinal

Operating Businesses

InfratilFull year results presentation 2021
Performance

•Reported EBITDAF of A$147.3 million, an increase of

A$29.8 million (+25.3%) from the prior year

•Strong performance from continued revenue growth from

existing data centres and commissioning of new data centres

•CDC’s total capacity increased 26.7% during the year to 133MW

with the commissioning of Eastern Creek 3

•Successful establishment of and positive progress on the

construction of the Auckland developments

•Positive tailwinds combined with increasing market confidence in

the broader sector outlook, have further de-risked CDC’s

business model and growth prospects

GrowthTrajectory

•Signing of new long-term customer contracts has accelerated

construction, with Eastern Creek 4 and Hume 5, totalling 60MW,

now scheduled to be completed in the first half of FY2023

•Acceleration in customer demand has also facilitated an

expansion in CDC’s medium term development pipeline through

an upsizing of planned facilities and the addition of new

developments to the pipeline

•Whole of portfolio weighted average lease expiry (WALE) of

8.1 years, and 14.4 years with options

•FY2022 forecast reported EBITDAF of A$160-A$170 million as a

year of building and fitting out data centre capacity that lays the

foundation for stronger EBITDA growth in FY2023

17

CDC

Data Centres

Digital

Infrastructure is

at the core of

everything and

continues to

drive demand for

high-quality

data centres

InfratilFull year results presentation 2021
Performance

•Reported EBITDA

1

(100%) of $447.8 million, including an estimated

negative impact of $64.0 million as a result of Covidincome losses

•Total revenue of $1,953.7 million was down 4.7% from the prior

year, impacted by a reduction in roaming, pre-paid and retail

revenues due to the significant reduction in international travel

•Significant cost cutting to streamline the operating model has

mitigated the revenue impact

•Best ever-scores in customer service have been achieved

•Capital expenditure of $253.4 million across 5G and regional

network upgrades, fixed wireless acceleration and investment in

the digital transformation programme

Growth Trajectory

•DX programme underway to simplify and digitise operating model

and address legacy complexity

•New capability will address future cost structure while enhancing

customer experience and development of modern product sets

•Network Forward strategy focused on wholesale scaling, on-net

acceleration and infrastructure sharing

•Remarkable Simplicity strategy to deliver a world-class digital telco

•FY2022 reported EBITDA is forecast to be in the range of

$480 million to $510 million; 10.5% growth at the mid-point

18

Vodafone

New Zealand

Strong cost

improvements

have supported

significant

reinvestment in

the next phase of

strategic growth

Notes:

1.ReportedEBITDAincludes$52.9millionofadjustmentsrelatingtoIFRS16

InfratilFull year results presentation 2021
Performance

•During the current period Infratil received cash distributions of

NZ$28.2 million and capital returns of NZ$11.3 million

•To date Infratil has invested NZ$220.8 million, and received

distributions and capital returns of NZ$224.2 million

•Reported result impacted by extreme weather events in Texas in

February 2021 and partial sale of development projects

ConstructionandDevelopment

•Completed the construction of the 379MW Prospero Solar project

in Texas and sold 50% of the equity

•Achieved financial close and the sale of the 294MW Muscle Shoals

Solar project

•Achieved financial close and commenced construction of the

331MW Prospero 2 Solar Project (US$320 million)

•Acquired and developing the 199MW Sun Streams 2 Solar Project

GrowthTrajectory

•Total operating portfolio is currently 1,582MW, while also

managing construction of a further 824MW

•Longroad Energy Services currently provides operating and

maintenance services to 3,456MW including 1,875MW for third

parties

•Selected by Hawaiian Electric Company to begin developing two

utility-scale solar and battery storage projects for completion in

2023 (120MW and 40MW)

19

Longroad

Energy

The speed of

execution shows

that the US

market for

renewable

generation is

enormous,

dynamic and

efficient

InfratilFull year results presentation 2021
Performance

•EBITDAF of A$74.9 million was A$42.6 million (36.3%) below the

prior year due to the sale of Snowtown 2 in December 2019

•1,840GWh of emissions-free energy produced across the portfolio,

with Waipipi & Dundonnell contributing 40% of FY21 total

generation produced

•Capital return to shareholders of A$258 million was completed in

July 2020 (Infratil share NZ$179.6 million)

ConstructionandDevelopment

•133MW Waipipi Wind Farm completed on time and within budget,

despite the 5 week site shutdown due to Covidrestrictions in

New Zealand

•Dundonnell is operating under a controlled output constraint of

295MW (of an installed 336MW) as at 31 March 2021, allowing the

wind farm to export circa 97% of expected annual energy

•Foundation Power Purchase Agreement secured for the 396MW

Rye Park Wind Farm in New South Wales

SchemeofArrangement

•Infratil has confirmed its support for the Scheme of Arrangement

for the sale of Tilt Renewables. On completion, the scheme

consideration of NZ$8.10 per share will result in gross proceeds to

Infratil of approximately NZ$2.0 billion

20

Tilt

Renewables

Delivery of two

key construction

projects and

external

validation of the

value

accumulated in

the platform

InfratilFull year results presentation 2021
Performance

•EBITDAF of $200.2 million was $13.8 million (7.4%) above the

comparative period of $186.4 million

Customers

•Total retail utility accounts of 421,000 were up 10,000 on the

comparative period, with 52% of customers now taking two or

more products

•Introduction of mobile to the bundled product offering and

continued customer migration to higher value broadband plans

saw a significant increase in telco revenue

•Strategic review of Retail business is underway to test market

interest while also exploring the merits and business case to

establish a standalone generation business

Generation

•A sustained dry period impacted inflows and generation out of

Trustpower’shydro generation fleet with total inflows 83% of

average

•Low inflows and continued gas supply issues resulted in

sustained high wholesale prices, contributing to an increase in

the average cost of generation sold offsetting the reduction in

volume

•Trustpower continues to develop a diverse pipeline of value-

adding generation development options that have the potential

to be executed by 2030

21

Trustpower

Current period

impacted by

extended dry

weather

sequences

impacting

inflows

nationwide,

offset by

elevated

wholesale prices

and strong Retail

performance

InfratilFull year results presentation 2021
Performance

•EBITDAF of $36.0 million ($25.1 million in H2) was $67.2 million

(65.1%) lower than the prior year

•Operating costs, excluding rates and insurance, were reduced by

38% reflecting discipline on discretionary spendand a 20%

reduction in remuneration for Management and Directors

•Capital expenditure of $35.0 million was a reduction of

$54.0 million to plan, with only resilience projects progressed

including major runway resurfacing brought forward

•2,968,960 domestic passengers and 162 international passengers

compared to 5,225,999 and 919,741 in FY2020

•Shareholders underwrote $75.8 million of equity (which was not

drawn) and lender support was maintained

•Pricing consultation was concluded with airlines for the period

1 April 2019 to 31 March 2024 with a wash-up instituted to share

risk

GrowthTrajectory

•420,000 domestic passengers in April (85% recovery)

•May resumption of Trans-Tasman services by AirNZ, Qantas, and

Jetstar, with hope that Virgin, Fiji Airways, and Singapore will

resume services as Covid-restrictions are lifted

•Capital expenditure reduced to $20 million in FY2022 with

growth projects still on hold

22

Wellington

Airport

Full year

performance

reflects a strong

response to an

unprecedented

operating

environment

InfratilFull year results presentation 2021
Performance

•Underlying Profit

1

of A$30.2 million was $13.3 million above prior

year (78% growth)

•323 resale settlements vs. 292 in FY2020 and 20 new units vs. 16

in FY2020, with a total collect of A$47.7 million vs. A$40.1 million

in prior year

•Net fair value gain of A$38.2 million from the revaluation of

investment properties reflecting the challenging Covid-impacted

starting position as at31 March 2020

•Portfolio occupancy remained above the industry average

•Resident surveys showed the highest ever levels of satisfaction

with life in a RetireAustraliacommunity

GrowthTrajectory

•Completion of 24 premium apartments at The Rise at Wood Glen

on the Central Coast during the year

•Stage one of The Verge, Burleigh (co-located with BurleighGolf

Club) delivered 40 premium apartments in the current period,

with remaining stages expected to deliver a further

130 apartments

•RetireAustraliais now planning to start construction of additional

accommodation at ForrestersBeach (22 Units) and a new village,

The Green, located in Tarragindiin Brisbane (94 Units) and stage

3 of The Rise at Wood Glen

23

RetireAustralia

The most

important

success of

FY2021 was in

keeping

residents safe

from Covid and

socially engaged

1

Underlying Profit is an unaudited non-GAAP measure used by RetireAustraliathat

removes the impact of unrealised fair value movements on investment properties,

impairment of property, plant and equipment, one-off gains and deferred taxation, while

adding back realised resale gains and realised development margins

InfratilFull year results presentation 202124
Qscan Group

& Pacific

Radiology

A high-quality

entry point into

a sector with

structural long-

term growth and

the potential to

scale into a

leading

healthcare

infrastructure

platform

QscanGroup

•On 22 December 2020, Infratil acquired 56.25% of Australian

based Qscanfor A$289.6 million (NZ$309.6 million)

•Qscanis a comprehensive diagnostic imaging business operating

predominantly on the eastern seaboard of Australia with over

70 clinics and over 100 radiologists

PacificRadiology

•On 31 May 2021 Infratil is to purchase between 53.5% and 58.5%

of New Zealand-based Pacific Radiology for between

$312 million and $344 million

•Pacific Radiology is the largest diagnostic imaging service

provider in New Zealand, operating 46 clinics in the South Island

and lower North Island with 90 radiologists and 560 other

medical and management staff

DiagnosticImaging

•The outlook for the diagnostic imaging sector benefits from

long-term tailwinds of a growing ageing demographic with an

increasing prevalence of chronic disease

•Diagnostic Imaging is an idea that matters. A value-based shift

towards early diagnosis and preventative care can significantly

reduce the healthcare lifecycle for patients and address system

inefficiencies whilst achieving patients‘ desired outcomes

•The acquisitions present an opportunity to create a meaningful

Australasian healthcare platform with a number of potential

synergies and adjacent opportunities

InfratilFull year results presentation 2021
InfratilGuidance

•FY2022ProportionateEBITDAFguidancerangefromcontinuing

operationssetat$470-$520million

Keyguidanceassumptionsinclude:

•CDCDataCentresEBITDAFofA$160-$170million(Infratil:48.1%)

•VodafoneEBITDAFof$480-$510million(Infratil:49.9%)

•TrustpowerEBITDAFof$200-$225million(Infratil:51%)

•WellingtonAirportEBITDAFof$67-$72million(Infratil:66%)

•QscanGroupEBITDAFofA$65-$70million(Infratil:56.3%)

•TiltRenewablesandPacificRadiologyarebothcurrentlyexcluded

fromguidancefromcontinuingoperations

•ForecastAUD/NZD0.9340,USD/NZD0.7420andEUR/NZD0.5920

•GuidanceisbasedonInfratilmanagement’scurrentexpectations

andassumptionsaboutthetradingperformance,issubjecttorisks

anduncertainties,anddependentonprevailingmarketconditions

continuingthroughouttheoutlookperiod

•GuidanceisbasedonInfratil’scontinuingoperationsandassumes

nomajorchangesinthecompositionoftheInfratilinvestment

portfolio

•Tradingperformanceandmarketconditionscanandwillchange,

whichmaymateriallyaffecttheguidancesetoutabove

Infratil

Guidance

For the year

ended

31 March 2022

InfratilFull year results presentation 2021
Wrap-up

26

Summary &

Outlook

The global focus

on infrastructure

as an asset class

has not

diminished

Infratil’s ability

to source and

compete for

high-quality

assets

For further
information:

www.infratil.com

InfratilFull year results presentation 202128
Appendix I

Reconciliation of

NPAT to

Proportionate

EBITDAF

Proportionate EBITDAF is an unaudited

non-GAAP (‘Generally Accepted Accounting

Principles’) measure of financial

performance, presented to provide

additional insight into management’s view

of the underlying business performance.

Specifically, in the context of operating

businesses, Proportionate EBITDAF provides

a metric that can be used to report on the

operations of the business (as distinct from

investing and other valuation movements).

31 March ($Millions)20212020

Net profit after tax (‘NPAT’)(16.0)

484.2

Less: Associates

1

equity accounted earnings(182.6)

(86.8)

Plus: Associates

1

proportionate EBITDAF306.1

242.1

Less: minority share of Subsidiary

2

EBITDAF(101.9)

(126.6)

Net loss/(gain) on foreign exchange and derivatives56.4

(15.2)

Net realisations, revaluations and impairments(31.8)

0.8

Discontinued operations(71.6)

(479.0)

Underlying earnings(41.4)

19.5

Plus: Depreciation & amortisation82.8

71.2

Plus: Net interest138.5

145.0

Plus: Tax(4.2)

9.5

Plus: International Portfolio Incentive fee223.1

125.0

Proportionate EBITDAF398.8370.2

Notes:

1.Associates include Infratil’s investments in CDC Data Centres, Vodafone NZ, RetireAustralia, Longroad Energy and Galileo Green Energy

2.Subsidiaries include Infratil’s investments in Trustpower, Qscan and Wellington Airport

InfratilFull year results presentation 202129
Appendix II

Comparison of

31 March 2021

Underlying

EBITDAF to

Proportionate

EBITDAF

Proportionate EBITDAF is an unaudited

non-GAAP (‘Generally Accepted Accounting

Principles’) measure of financial

performance, presented to provide

additional insight into management’s view

of the underlying business performance.

Specifically, in the context of operating

businesses, Proportionate EBITDAF provides

a metric that can be used to report on the

operations of the business (as distinct from

investing and other valuation movements).

•EBITDAFis a non-GAAP measure of financial performance showing net earnings before interest, tax, depreciation, amortisation,

foreign exchange and financial derivative movements, revaluations, impairment and non-operating gains or losses on the sales

of investments and assets

•Proportionate EBITDAF shows Infratil’s share of the EBITDAF of the companies it has invested in, less Infratil’s operating costs,

excluding discontinued operations, and before incentive fees

•The primary difference between Underlying EBITDAF to Proportionate EBITDAF is a reduction in the level of reported EBITDAF

from the ‘consolidated entities’ (Trustpower, Tilt Renewables, Wellington Airport and Qscan) from 100%, to Infratil’s

proportionate share of their respective EBITDAF

•Underlying EBITDAF also previously incorporated Infratil’s 50% share of the Underlying Profit of RetireAustralia. Similar to the

above change RetireAustralia is now also shown as a proportionate share of its EBITDAF

•The other main difference reflects a change from the use of Infratil’s share of ‘net surplus before tax’ to a proportionate share of

EBITDAF for Longroad Energy. EBITDAF does not include any development gains from project sales by Longroad Energy

•The underlying principle of taking a Proportionate EBITDAF approach is to better reflect the level of beneficial interest that

Infratil has in the results of its portfolio companies

1

2

3

1

2

3

31 March 2021 ($Millions)Ownership

Underlying

EBITDAF

Proportionate

EBITDAF

CDC Data Centres48.08%75.8

75.8

Vodafone New Zealand49.9%223.5

223.5

Trustpower51.0%200.2

102.1

Wellington Airport66.0%36.0

23.7

Qscan56.25%19.6

11.0

RetireAustralia50.0%15.1

10.4

Longroad Energy40.0%47.9

0.1

Corporate and other(53.1)

(47.8)

565.0

398.8

InfratilFull year results presentation 2021
31 March ($Millions)

Wholly Owned Group Net Bank Debt –31 March 2020

470.9

Trustpower dividends

(51.9)

Wellington Airport subvention payment

(38.1)

Vodafone New Zealand distributions and capital return

(96.7)

Tilt Renewables capital return

(179.6)

Longroad Energy distributions and capital return

(39.5)

CDC Data Centresdistributions

(5.8)

International Portfolio Annual Incentive Fee (FY2020 First Instalment)

41.7

Net interest

67.8

Net other operating cashflows

57.1

Dividends paid

117.7

Equity raise proceeds (net of issue costs)

(294.1)

IFT300 bond subsequent offer

(83.6)

Qscan Investment

309.6

Other investing and financing cashflows

52.7

Wholly Owned Group Net Bank Debt –31 March 2021328.2

ClearvisionVentures10.8

Longroad Energy35.0

Galileo Green Energy11.7

CDC Data Centres8.3

Infratil Infrastructure Property (net of proceeds from sale of Kilbirnie bus depot of $34.8 million)(18.8)

Other5.7

Net other investment & financing cashflows52.7

30

Appendix III

Movements in

Wholly Owned

Group Net Bank

Debt

The Wholly Owned Group comprises

Infratil and its wholly-owned subsidiaries

and excludes Trustpower, Tilt Renewables,

Wellington Airport, QscanGroup, CDC Data

Centres, Vodafone NZ, RetireAustralia,

LongroadEnergy, and Galileo Green Energy

Wholly Owned Net Bank Debt comprises

the drawn bank facilities (net of cash on

hand) of Infratil’swholly owned subsidiaries

1

1

---

01
Innovation &

Investment

Infratil

Annual Report

2021

The lack of preparation for the covid
pandemic resulted in extreme measures to

protect people and maintain economic

equilibrium. Because they were

considered necessary to save lives many

measures crossed established boundaries

of personal freedoms and cost, without

causing social backlash (mainly).

While covid remains a threat, attention

is now focused on other environmental

and social concerns. And fueled by the

experience of covid, there is both urgency

to get ahead of the challenges and

willingness to undertake big, if not

extreme, measures.

But there are other lessons that should be

taken from the covid response. The

benefits of social unity and shared

responsibility, and the efficiency which

comes from good planning and

management (and the cost when

planning and execution are poor).

Covid, climate change, species extinction,

social dislocation, deprivation and loss of

personal fulfilment, are all challenges with

shared consequences. “Privatising profits

and socialising costs” is in focus and is

impacting how companies prioritise their

responsibilities to their owners and to

society and the environment. To be

successful for its owners a company must

show that it is positively contributing to its

people, to those who use its services, to its

community and to the environment.

Especially with climate change, corporate

profits are no solace if global warming

continues with terrible consequences.

But anyone who wants to see social and

environmental challenges met and

surmounted, should also want to enlist

corporate innovation, investment and

capability. Companies cannot invest to

only deliver social and environmental

goods. If they don’t provide a return on

financial capital that capital will be

withdrawn, but they must also deliver

positive returns on all of financial, human,

social and natural capital.

Infratil’s goal is to provide good risk-

adjusted returns for shareholders and in

so doing to allocate capital and to

manage its activities in recognition of

wider responsibilities. It must also be

accountable through measurement,

reporting, and transparency.

Last year will be remembered

for the speed of change.

Coincidentally environmentalist

David Attenborough published

a testament reflecting on the

world since 1937 when he was

11 and what needs to happen

to reverse the environmental

degradation he has witnessed.

While environmental harm is

undeniably accelerating, he

also opines that reversing the

harm could happen quickly, with

commitment and good policies.

Addressing social &

environmental challenges

1954196019781937

World population: 2.3 billion

Remaining wilderness: 66%

Carbon in atmosphere: 280 parts per million

David Attenborough ‘A Life on Our Planet’

Population. Wilderness. Atmosphere

Forestation and wilderness can be
increased, marine life can be revitalised,

emissions can be curtailed, the global

population can be stabilised; in each case

by applying rational policies.

Delivering ethical goals needs plans

based on sound science and economics,

and execution that is efficient, effective,

and accountable. All core requirements of

successful companies.

Anticipating and preparing for change is

the foundation of how Infratil allocates its

capital.

• Predicting increasing societal response

to the threat of climate change drove

Infratil’s early investment in renewable

generation.

• Expansion of the Asian middle classes

and their increasing ability to travel

requires increasing airport capacity.

The objective now is to maintain the

benefits of connectivity while meeting

2050 emission targets.

• The information explosion resulting

from mobile connectivity and

ubiquitous devices requires specialist

data processing and storage facilities

and telecommunications infrastructure.

• Rising demand for health services is

driving the need for efficient

technological responses to improve

outcomes and affordability.

• The increasing population of elderly

people seeking independence,

community, and care is resulting in

increasing demand for retirement

accommodation with access to

specialist health services.

01

1989201119972020

World population: 7.8 billion

Remaining wilderness: 35%

Carbon in atmosphere: 415 parts per million

David Attenborough ‘A Life on Our Planet’

Population. Wilderness. Atmosphere

Tilt Renewables
Infratil has contracted to

sell its 65.5% shareholding in

Tilt Renewables (“Tilt”) for

$2,000.2 million. Settlement

is expected to occur later in

the year following regulatory

approvals.

Infratil’s net investment into Tilt was

$108.2 million. The $1,892.0 million gain

on sale reflects a series of decisions

starting in 1994.

Through Trustpower and then Tilt, Infratil

was an early backer of wind powered

generation in New Zealand and Australia.

All up the two companies invested

$2,150 million building 1,106MW of

capacity with annual output of 3,768GWh.

The largest installation of capacity of any

Australasian wind-generation developer.

The original reasons for getting into wind

generation were simply that wind was the

lowest-cost form of renewable generation,

could be scaled to suit requirements and

opportunities, offered short development

times, and a lot of renewable generation

was going to be required as climate

change became a motivating concern.

Given Tilt’s pipeline and the continuing

likely demand for more renewable

generation on both sides of the Tasman,

the reasons to sell are more complex.

The key consideration was that the sale

price of the Australian assets placed a

large value on Tilt’s development pipeline.

On a like for like basis (comparing the

Australian and New Zealand asset values)

the development pipeline attracted a

value of approximately $1 billion. For the

buyers there is a value in that potential,

including strategic benefits, which Infratil

would struggle to match.

Also, Infratil is actively undertaking

renewables projects in the U.S.A. and

Europe and considers that there are

investment opportunities in those regions

which offer the prospect of better returns

on the funds released from the Tilt sale.

It should be noted that while the

successful outcome of Infratil’s investment

was based on a series of key decisions

starting in 1994, the performance of Tilt’s

management was crucial. Following

the demerger from Trustpower, Deion

Campbell and his team developed a

high performing culture based on strong

values. Their outstanding delivery

reflected excellence across the full

life-cycle of each project; early stage

development, investment analysis and

decisions, construction, power sales

terms, funding, and operations.

They created an industry

leading platform that delivered

the great outcome for investors,

and Infratil’s highest ever exit

value.

02

Tilt Renewables

Doing well. Doing good

2007

Manawatu

2008

South Australia

2011

Otago

1999

Manawatu


Households receiving electricity: 17,000

CO2 reduction per year: 54,000 tonnes

2014

South Australia

73 metres high

Doing Well While Doing Good
Tilt’s operational wind farms (including the

one sold in 2019) cost $2,150 million to

build. In a year of normal wind they are

expected to generate 3,768GWh of

electricity, sufficient for about 540,000

average households. Giving an average

capital cost per household of about

$4,000.

Were the same electricity generated by

efficient gas-fired power stations it would

result in emissions of about 1.7 million

tonnes of CO

2

a year (coal-fired

generation would produce about twice

this amount of CO

2

). That is about 4% of

New Zealand’s total CO

2

emissions.

At current New Zealand emission prices,

gas-fired generation emitting 1.7 million

tonnes of CO

2

would incur an annual cost

of about $60 million, giving wind

generation an appreciable relative

advantage, which will increase if the price

of emissions increases.

While all of Tilt’s generation cost

$2,150 million to build, Snowtown 2

which cost $453 million was sold in 2019.

Deducting this sold asset gives a

$1,697 million cost to build everything

else which has a $3,238 million value at

the acquisition price (debt and equity).

This is however a little misleading as a

significant part of Tilt’s value on sale was

its development pipeline which is not

reflected in the historic construction costs.

An Infratil shareholder may look back at

the September 2020 $913.7 million value

of Infratil’s Tilt shareholding and wonder if

they could have anticipated the increase

to $2,000.2 million seven months later.

That would have been difficult, but they

could have gauged if there was an option

value intrinsic to the asset and factored in

some anticipation of that value being

realised, albeit with no certainty of timing.

Infratil’s long-term shareholder returns of

18.8% per annum over 27 years have been

based precisely on creating investment

options. They do not reflect buying a

business and selling the same business

five years later. The returns have arisen

because after its purchase, the business

will have invested in expanding its

capacity and will have built a pipeline of

future investment opportunities.

The value created for Infratil comes from

both the increased earnings the business

would have generated from investing in its

activities and from the potential for future

investment and hence future earnings

growth. This second part is the option

value.

03


Households receiving electricity: 540,000

CO2 reduction per year: 1,700,000 tonnes

2014

South Australia

2018

Victoria

2021

Taranaki

2021

Victoria

189 metres high

The history of how Tilt came into being
and how Infratil secured its interest is

an example of strategic vision made

concrete. Kudos is due to Infratil’s

energy management team led by

Dr Bruce Harker.

He steered Infratil into the electricity

sector in 1994, then out of distribution

(lines) and into generation, then into wind

generation, and then into wind generation

in Australia.

The series of investment decisions

reflected anticipation of changing values

and demand for capital.

1994

Infratil acquired a 14% interest in

TrustPower. At that time, an electricity lines

company and retailer to the area around

Tauranga with one hydro generation plant.

Over the next couple of years Infratil

bought shares in several distribution

companies, including CentralPower based

in Palmerston North.

1998

With the support of Infratil (by this time a

21% shareholder) CentralPower began

construction of a wind farm in the Tararua

Range. At the time it was to be the largest

wind farm in the southern hemisphere and

is recognised as the first in the world to be

built without government subsidies.

Cost: $50 million

Turbines: 48 0.66MW Vestas turbines

with a blade tip height of 73 metres

Output: 120GWh produced by

31.7MW of capacity

1999

Tararua 1 Wind Farm was commissioned in

December 1999, by which time it had been

purchased by TrustPower (by then 26%

owned by Infratil). Government reforms of

the electricity sector obliged integrated

line-retail-generation companies to sell

either their lines or their retail-generation.

Under the guidance of Infratil’s manager

TrustPower sold its line network for

$485 million and amongst other things

purchased CentralPower’s retailing and

generation for $93 million.

2004-2007

TrustPower added a further 36.3MW and

then 93MW to its Tararua wind farm

capacity (to produce an additional

443GWh of annual generation).

2002-2008

TrustPower developed and commissioned

its first Australian wind farm at Snowtown

near Adelaide.

Cost: A$216 million

Turbines: 48 2.1MW Suzlon turbines

with a blade tip height of 127 metres

Output: 346GWh produced by

101MW of capacity

2011

Stage one of the Mahinerangi Wind Farm

commissioned. It is located near

TrustPower’s Waipori hydro scheme inland

from Dunedin.

Cost: $70 million

Turbines: 12 Vestas V90-3.0MW turbines

with a blade tip height of 110 metres

Output: 101GWh produced by 36MW of

capacity

2014

Snowtown 2 commissioned.

Cost: A$421 million

Turbines: 90 3MW Siemens turbines

with a blade tip height of 134 metres

Output: 875GWh produced by 270MW of

capacity

Snowtown 2 was valued on commissioning

at A$730 million (recognising A$391 million

of development margin relative to the

construction cost). In 2019 Snowtown 2

was sold for A$1,073 million.

2016

Tilt was de-merged from TrustPower to

become a standalone company.

2018

Tilt commissioned the Salt Creek Wind

Farm in western Victoria.

Cost: A$105 million

Turbines: 15 Vestas 3.6MW turbines with a

blade tip height of 110 metres

Output: 172GWh produced by 54MW of

capacity

Infratil invests $108 million increasing

its ownership of Tilt from 50.5% to 65.5%.

In net terms this was Infratil’s only

investment in Tilt.

2020

Tilt completes construction of the

Dundonnell Wind Farm in western Victoria.

Cost: A$560 million

Turbines: 80 Vestas 4.2MW turbines with a

blade tip height of 189 metres

Output: 1,230GWh produced by 336MW

of capacity

2021

Waipipi Wind Farm in Taranaki is

commissioned.

Cost: $277 million

Turbines: 31 Siemens 4.3MW turbines with

a blade tip height of 160 metres

Output: 455GWh produced by 133.3MW

of capacity

Sale of Tilt’s Australian operations to

specialist renewables investor Powering

Australia Renewables (PowAR) owned by

Federal and State investment funds and

AGL. With the New Zealand operations

acquired by Mercury Energy. Subject to

court and regulatory approvals.

• Mercury Energy is to acquire the

New Zealand assets for $797 million.

The operational wind farms produce

1,119GWh. The purchase value is

approximately $710,000 per GWh

and 16 times likely earnings.

• The price being paid by the consortium

acquiring the Australian assets gives

a value (debt and equity) of about

$2,441 million. As the operational

wind farms produce 1,594GWh that’s

approximately $1,530,000 per GWh

and over 30 times likely earnings.

The history of Tilt

04

New Zealand
Sources of Electricity Generation

Australia

World

Valuation differences between the

New Zealand and Australian assets are

likely to reflect expected net earnings

from existing wind farms (due to

different offtake prices and required

rates of return) and more materially,

differences in expected new-build

prospects. Australia needs a very large

investment in renewable generation to

allow the phase out of the use of coal.

Tilt’s Australian options are well

positioned to benefit as they are

located on quality buildable sites on the

strongest parts of the transmission grid.

As shown by Tilt’s track record, building

wind farms can provide a healthy

development margin and this will have

been factored into the acquirers’

valuations.

The cost per GWh of generation over

the 22 years spanned by these projects

does not provide a straightforward case

study. Different projects have different

land and transmission costs, but

converting the nominal costs into real

costs gives a reasonable idea of how

wind farm economics have improved.

The first of Tilt’s projects; Tararua 1 cost

about $0.6 million per GWh, a similar

nominal cost to the most recent at

Waipipi. Taking price inflation into

account, that is a 55% fall in the real

cost per unit of generation.

The cost per GWh of Dundonnell is a

little lower than Waipipi’s and both fit

comfortably within the “best in class”

cost range identified by international

studies of new onshore wind generation.

Hydro

Wind/Solar

Geothermal

Other Renewable

Gas

Coal/Oil

Hydro

Wind/Solar

Other Renewable

Gas

Coal/Oil

Hydro

Wind/Solar

Other Renewable

Nuclear

Gas

Coal/Oil

05

Corporate
Structure

Airport

66% Infratil

34% Wellington

City Council

Connectivity

49.9% Infratil

49.9% Brookfield

Asset Management

66% Infratil

Energy

5% Infratil

27% Tauranga Energy

Consumer Trust

40% Infratil

40% New Zealand

Superannuation Fund

20% Management

40% Infratil

40% New Zealand

Superannuation Fund

20% MGIF

Shareholders

Banks

00% owned

Funding Subsidiaries

Bondholders

Pending Sale

53.5-58.5% Infratil

Pending Acquisition

Data

48% Infratil

24% Commonwealth

Superannuation

Corporation

24% Future Fund

Social/Other

50% Infratil

50% New Zealand

Superannuation Fund

Clearvision Fund

Infratil Infrastructure

Property

Healthcare

56% Infratil

30% Doctors and Staˆ

‰4% MGIF

ASIP

Sector (after pending sales and acquisitions)Capital Structure (31 March 2021)

Renewable Energy

Airport

Telco

Digital Infrastructure

Aged care and Healthcare

Net bank debt and dated bonds

Perpetual bonds

Equity (market value)

06

Financial
Highlights

FY 2021 FY 2020

Net Parent surplus/(loss)($49.2m)$241.2m

Proportionate EBITDAF

1

$398.8m

$370.2m

Proportionate capital expenditure

2

$1,235.3m$2,268.3m

Net debt

3

$1,715.3m$1,774.7m

Dividends declared

17.75cps 17.25cps

Shareholder returns

91.9% pa (2.1%pa)

1. EBITDAF is a non-GAAP measure of net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, and

non-operating gains or losses on the sales of investments and assets. EBITDAF does not have a standardised meaning and should not be viewed in isolation,

nor considered a substitute for measures reported in accordance with NZ IFRS, as it may not be comparable to similar financial information presented by

other entities. Proportionate EBITDAF shows Infratil’s operating costs and its share of the EBITDAF of the companies it has invested in. It excludes discontinued

operations and management incentive fees. A reconciliation of net profit after tax to Proportionate EBITDAF is provided in the 31 March 2021 Annual Results

Presentation.

2. Investment and capital spending by Infratil and its 100% subsidiaries and Infratil’s share of investee company capital spending.

3. Infratil parent and 100% subsidiaries.

Infratil’s businesses performed credibly

during a difficult year, as illustrated by the

uplift to Proportionate EBITDAF.

The $290.4 million adverse swing in net

surplus reflected $238.6 million less

contribution from Tilt and a $98.1 million

increase in incentive fee accrual. Last

year Infratil recorded a $511.5 million gain

when Tilt sold its Snowtown 2 wind farm.

The incentive fee accrual reflects incentive

terms whereby management receives

20% of gains over 12% per annum on

certain offshore assets.

Over the year Infratil invested

$332.4 million, $309.6 million of which

was purchasing an interest in Qscan.

Infratil's proportionate share of

investments undertaken by the companies

it has an interest in amounted to

$902.9 million. Investment is what drives

future value and dividend growth.

Reflecting Infratil’s good year and strong

financial position, the final dividend was

raised to 11.5 cps from 11 cps in the prior

year. Total shareholder return for the year

was an exceptional 91.9% per annum;

reflecting the uplift in the value of Infratil’s

assets and the bounce-back from the

market slump of March 2020.

07

Governance:
Directors

08

Infratil’s shareholders elect

directors for three year terms to

look after their interests.

Directors are expected to:

• Maintain a dialogue with shareholders,

to understand concerns and priorities.

• Participate in the formation and

evolution of the Company’s strategy.

• Ensure effective articulation to external

stakeholders of strategy, goals, risks

and performance. Including with

regards to environmental, social and

governance metrics.

• Monitor strategy implementation,

financial performance, risks and legal

compliance.

• Maintain awareness of relevant societal

and market developments and provide

diversity of perspective and knowledge

relevant to the Company.

• Monitor the performance of Infratil’s

manager H.R.L. Morrison & Co. Morrison

& Co is a specialist manager of

infrastructure investments and performs

this role for Infratil under an investment

management agreement. Infratil

benefits from having a management

team with great breadth and depth of

skills, however the board must be

vigilant about potential conflicts of

interest and satisfied that the cost is

reasonable relative to the alternative.

Further commentary on the board is set

out on pages 129-133 of this report.

Mark Tume, independent chair appointed

2007, last elected 2018. Member of

the Nominations & Remunerations

and Management Engagement and

(ex officio) Audit & Risk committees.

I maintain ties with Infratil’s many

stakeholders and ensure that directors

are delivering on their responsibilities.

My experience in finance and from serving

on a number of boards gives me an

appreciation of the issues faced by Infratil

and its businesses.

Jason Boyes, director and chief executive.

Appointed 2021. Available for election in

2021.

As CEO I am responsible for working with

board and management on shaping

Infratil’s strategies and goals, and for

ensuring that management delivers

accordingly. Management has to identify

opportunities, ensure that Infratil’s

businesses are performing to their

potential, and ensure that risks are

monitored, managed and are within

acceptable and agreed parameters.

Alison Gerry, independent director

appointed 2014, last elected 2019.

Chair of the Audit & Risk committee,

and member of the Nomination &

Remuneration, and Management

Engagement committees.

My experience in finance and risk

management helps me appreciate

Infratil’s strategic opportunities and

threats from financial markets, technology,

regulation and the natural environment.

Executing strategy is about allocating

capital and about developing a culture

which reflects the value we place on

people, customers, and communities.

Paul Gough, independent director

appointed 2012, last elected 2018.

Member of the Nomination &

Remuneration, and Management

Engagement committees.

As a Kiwi who works in London I’m very

aware of how global events impact in

New Zealand and Australia. In London

I managed investments in similar fields to

Infratil’s, but often with more development

risk. Achieving the best outcome requires

the best from people. The focus on

performance and people is consistent

with what I see at Infratil.

Kirsty Mactaggart, independent director

appointed and elected in 2019. Member

of the Audit & Risk and Management

Engagement committees.

I have 25 years of financial market

experience across multiple countries and

sectors. My transactional experience as

a banker; and governance focus as an

investor, is applied to ensure the manager

delivers for all Infratil stakeholders.

Catherine Savage, independent director

appointed and elected in 2019. Member

of the Audit & Risk and Management

Engagement committees.

I have 30 years of involvement in funds

management and capital markets. It is

extremely important to me to be part of

a company that maintains the highest

standard of corporate governance and

transparency, and delivers long-term

value add to its stakeholders through

good strategic choices about capital

allocation and by focusing on people and

culture.

Peter Springford, independent director

appointed 2016. Last elected 2020.

Member of the Management Engagement

committee.

Having led a major industrial company

based in New Zealand and Australia,

businesses in Asia, and been chair or

director of companies operating

internationally, I recognise that a key

ingredient of successful investment is

having the right people who provide

diversity of experience and perspective.

This is a challenging investment

environment, but there are good

opportunities available to Infratil because

of its capabilities and access to capital.

09

Management
Infratil’s management

comprises people employed

by Infratil’s manager, H.R.L.

Morrison & Co (Morrison & Co),

and those employed by Infratil’s

subsidiaries and investee

companies.

As a specialist infrastructure investment

manager, Morrison & Co also manages

investments on behalf of other

superannuation funds; including the

New Zealand Superannuation Fund,

the Commonwealth Superannuation

Corporation and the Australian Future

Fund, each of which has investments

in partnership with Infratil.

Infratil benefits from its management

having the expertise of a larger and

more expert group of individuals than

a company of Infratil’s scale could

normally hope to retain and from the

manager’s contacts and relationships.

Jason Boyes, Chief Executive, Director of

Infratil, Chair of Longroad Energy and

Galileo Green Energy

Phillippa Harford, Chief Financial Officer,

Director RetireAustralia and Wellington

Airport

Marko Bogoievski, Chair Vodafone NZ

Greg Boorer, Chief Executive CDC Data

Centres

Ralph Brayham, Technology

Michael Brook, Director Qscan

Tim Brown, Capital Markets and Economic

Regulation, Chair Wellington Airport

Deion Campbell, Chief Executive

Tilt Renewables

Kellee Clark, Head of Legal. Compliance,

transaction structuring and execution

Peter Coman, Head of Real Estate and

Social Infrastructure. Chair RetireAustralia.

Director Trustpower and Infratil

Infrastructure Property

Mark Flesher, Capital Markets and Investor

Relations

Paul Gaynor, Chief Executive Longroad

Energy

Vincent Gerritsen, Private Markets Europe,

Director Galileo Green Energy

Bruce Harker, Chair Tilt Renewables

Andrew Lamb, Development Director

Infratil Infrastructure Property

Nick Lough, Company Secretary and

Legal. Compliance, transaction structuring

and execution

Hamish Mikkelsen, Infratil Finance

Chris Munday, Chief Executive Qscan

Paul Newfield, Chief Investment Officer,

Head of Australia and New Zealand for

Morrison & Co. Strategy, sector analysis

and transaction execution. Director Tilt

Renewables and Qscan

Jason Paris, Chief Executive Vodafone NZ

Nicole Patterson, Director CDC Data

Centres NZ

David Prentice, Chief Executive

Trustpower

Alicia Quirke, Infratil Tax

Paul Ridley-Smith, Chair Trustpower

Brett Robinson, Chief Executive

RetireAustralia

Matthew Ross, Infratil Finance Director

and Risk Manager

Steve Sanderson, Chief Executive

Wellington Airport

Maddy Simmonds, Infratil Finance

William Smales, Private Markets

investment activity. Director Vodafone NZ,

CDC Data Centres and Longroad Energy

Vimal Vallabh, Energy team. Director Tilt

Renewables, Longroad Energy and Galileo

Green Energy

Ingmar Wilhelm, Chief Executive Galileo

Green Energy

Somali Young, Infratil Finance

10

110111 1

12

Management:
Changing Chief

Executive

In January 2009 Marko Bogoievski

became Infratil’s second chief executive

and managing director, following founder

Lloyd Morrison.

Twelve years on Marko stepped aside for

Jason Boyes.

It is worth reflecting on the changes

overseen by Marko and what may occur

under Jason's leadership. Noting that

while Marko is no longer chief executive

and director of Infratil, he retains those

roles at H.R.L. Morrison & Co, the manager

of Infratil.

When Marko assumed leadership of

Infratil, the company had delivered

18.0% per annum for its shareholders over

its first 15 years, but the Global Financial

Crisis had resulted in a 40% fall in its

market value and the Company was

in a tricky position with its capital

structure and some of its investments

not performing.

Notwithstanding headwinds, Marko’s first

year characterised his approach; think

carefully about what is required, and then

do it. Both his judgement about what to

do and his willingness to act quickly in

FY2010 laid the platform for Infratil’s

revival and the exceptional 19.8% per

annum after tax return delivered for

shareholders during his 12 years (that

amounts to a 774% total return).

What Happened to the Class of ‘09

60% of Infratil’s assets owned on 31 March 2009 are still owned.

The remaining 40% were sold for a mixture of gains and losses.

2009

RetainedSold at a gainSold at a loss

Infratil’s Asset Mix

Under Marko’s leadership Infratil’s portfolio changed, while still being based

on a mixture of solid cash-generating businesses and ones that could

produce higher returns by satisfying strong demand growth.

2009

2021

RenewablesBusAirportOtherAustralian EnergyTelco

DataAged care and healthcare

13

Capital Structure
The Global Financial Crisis and the impact on Infratil’s share valuation meant that

on 31 March 2009 equity was funding less than 50% of assets, but over the

following year divestments raised $392 million which enabled Infratil to acquire

50% of Shell NZ for $210 million and to support $193 million of internal investment.

Infratil’s Shareholding Mix

Over the twelve years Infratil issued almost $800 million of new equity and a net

$500 million of bonds, showing investors’ strong support.

The biggest change to the register was local institutions increasing their ownership

from 17% to 29%. But in dollars, New Zealand individuals lifted their investment by

about $1 billion split evenly between bonds and shares, and the rising share price

added another $1.5 billion to the value of their holdings.

2009

20092021

Infratil is a long-term investor. Each new

holding is approached on the premise

that it will be a permanent holding,

recalling Tolstoy’s quote “the two most

powerful warriors are patience and time”.

They are the fundamental drivers of

shareholder returns. However occasionally

capital has to be redeployed into more

productive applications and sometimes

the original plans for an investment were

not realised making exit the best option.

The portfolio characteristics of Infratil’s

businesses have come into greater focus

to ensure a balance between companies

with healthy cash flow and robust value,

and those facing strong growth and

hence further investment opportunities.

While the foundations of Infratil’s model

have remained in place, there have been

changes to its application. The

increasingly international perspective and

the need for a bigger team to seek

opportunities.

This reflects; the arbitrage available from

building cutting-edge knowledge in one

jurisdiction and deploying it elsewhere, the

fluctuating attraction of different markets

due to inconsistent regulation and views

about private infrastructure providers, the

generally expanded investment appetite

of a larger company, and a more

systematic approach to seeking

opportunities.

All of these points have resulted in Infratil

2021 being a more adult version of Infratil

2009.

New fields have arisen over the last

12 years, in step with the shareholder

mandate. Good two way communication

between Infratil and its owners has

ensured that management understand

the parameters of what is acceptable.

This has been genuinely two-way, for

instance shareholders have indicated that

Infratil’s complexity is hard work, and the

time it takes to understand Infratil can put

it into the “too hard basket”.

2021

EquityPerpetual bondsDated debt

NZ retailNZ institutionsInternational institutions

14

Minimising complexity is one reason
Infratil’s investments now have to tick the

box, “could this get to be worth $1 billion?”.

However, it is probably fair to say that

the impact of this initiative has been

limited. Infratil has strong support from

New Zealand retail and institutional

investors where most people hold shares

for many years and many clearly take the

time to get to understand the Company.

However, international fund managers

have less patience, and this is reflected in

their low level of aggregate ownership.

Jason Boyes joined Infratil’s management

in FY2010, initially as Head of Legal, which

led to people management, governance

and investment roles. Unlike Marko he isn’t

assuming leadership during a time of

stress, but nevertheless there is no

shortage of threats and opportunities.

To note the more material ones:

• Financial market conditions are the

proverbial 300kg gorilla. The values of

most assets are interlinked and reflect

quiescent consumer price inflation and

low interest rates. Infratil has a

conservative capital structure “just in

case”, but it only takes a couple of

minutes reading about the 1970s

stagflation era to be reminded of how

devastating a rerun would be.

• Technological change and the impact

on people’s lives are accelerating. That

is an important factor behind Infratil’s

ownership of CDC, Vodafone NZ, Qscan

and Pacific Radiology. It isn’t going to

stop there. Over the next couple of

years electric autonomous vehicles will

be deployed in scale, decarbonising

energy will require the largest

investment of capital and new

technology in human history, and in

fields like health technology will play

an expanding role (public health

agencies allowing).

Infratil gets a view of the cutting edge

via Clearvision in California, but it

would be good to participate more

in research and development in

New Zealand and Australia.

• Private provision of infrastructure in

partnership with government remains

an area of opportunity and challenge.

Political philosophies come and go and

Infratil’s success has been built on

being open to new approaches as well

as a reliable partner and good

manager. Many of Infratil’s investments

are in partnership with government and

community interests; Wellington City

Council, the New Zealand

Superannuation Fund, the Tauranga

Energy Consumer Trust,

Commonwealth Superannuation

Corporation and Future Fund.

It is notable that in the 23 years of

co-investing in Wellington Airport, the

directors appointed by the two

shareholders have only ever been

unanimous on resolutions. This has

been achieved by ensuring that the

priorities of the Company reflect the

needs of the City and the shareholders.

As in any successful partnership, both

parties spend time understanding the

other’s interests and seeking

compromises which suit both.

Today this involves ensuing we

understand social and environmental

objectives, be that access to high-

speed internet, decarbonising energy

and transport systems, or improving

healthcare.

Infratil’s guiding philosophy is to “invest

wisely in ideas that matter”, seeking to

address issues facing our societies. So

whatever political philosophy prevails

we hope to find more alignment than

friction with governments and

communities. As a New Zealand

company with a global outlook and

expertise we believe we should

continue to be seen to be a welcome

partner.

• A new area of potential partnership is

emerging with Māori/iwi. Their

ownership of resources is increasing as

are their social responsibilities. While for

philosophical reasons government may

decide that it must own all the schools,

hospitals, etc. in which it provides

education and health services, iwi may

be more inclined to focus on efficient

provision and recognise that means

working with the best people and

partners.

Marko made Infratil a more structured

business. A great deal of time and effort

now goes into scoping sectors before

specific opportunities are sought, rather

than the more opportunistic approach

which suited the Company’s early years.

There is also more signaling to investors to

ensure they will support investments in

fields such as data, telecommunications,

diagnostic imaging, and renewable

generation development far beyond

New Zealand and Australia.

Infratil shareholders can expect more of

the same under Jason, along with

vigilance about financial market risk,

progressing opportunities created by

technology and decarbonisation, and

seeking positive partnerships with local

and central government, and other

community interests.

15

Report of the
Chief Executive

This is my first report as Infratil’s

Chief Executive, a role I’m proud to

occupy following Marko Bogoievski

and Lloyd Morrison.

Leading Infratil presents obvious and

not-so obvious challenges. As with any

company, a large part of the role involves

having the right team of people working

with common purpose for the right goals.

But with Infratil there is an unusual degree

of flexibility to change the allocation of

the group’s capital.

As I have actively participated over the

last decade in managing Infratil’s

investments and divestments, I’m not

planning anything dramatic. But we are

all aware that changes unfold around us

and flexibility is desirable.

For example, decarbonisation requires

an unprecedented mobilisation of capital

and Infratil; through Trustpower, Tilt,

Longroad and Galileo; is participating in

multiple jurisdictions. While wind farms in

Taranaki, South Australia, Texas and

Ireland may be physically similar, returns

will reflect individual market circumstances

and how each government regulates and

intervenes. By monitoring these factors

closely we hope we can allocate Infratil’s

capital to deliver good returns with

acceptable risk.

Last year will be remembered

for many things. For Infratil I’m

sure it will be the remarkable

flexibility of our people as they

adjusted to covid related

restrictions. But more telling was

how quickly and thoroughly

most businesses and asset

values recovered after the

March 2020 plunge.

Much of the credit goes to central bank

and government interventions. “Whatever

it takes” worked. But it does raise concerns

about moral hazard and whether

individuals and companies should

henceforth consider themselves to be

insured by a giant bailout fund? As we

have experienced both pros and cons

from government interventions over the

years, we will take nothing for granted.

Governments everywhere have assumed

far more than normal prominence over the

last year. And, even before the covid crisis

has been resolved, the focus has shifted

to climate change, working out how to

pay for all the extra debt, addressing

inequality, and improving stretched public

services. It is to be hoped that the

measures introduced in these areas

involve partnerships with the private

sector and business has a role in delivering

the desired outcomes.

FY2021 Earnings & Reported

Surplus

Over the long-term, returns comprise

growing cash earnings and growing

investment values. While FY2021 saw

satisfactory operating earnings, they

were overshadowed by rising valuations,

in particular with Tilt and CDC.

Anomalously this reduced the reported

surplus, because the very high returns

generated by Infratil’s offshore assets

(of which Tilt and CDC make up about

80%) gave rise to a management

incentive accrual.

FY2021 Initiatives

During the year Infratil raised $300 million

via an equity issue and invested

$310 million acquiring 56.3% of Australian

diagnostic imaging company Qscan in

partnership with staff and another fund.

Subsequent to balance date Infratil

announced the acquisition of between

53.5% and 58.5% of New Zealand medical

diagnostics company Pacific Radiology for

between $312 million and $344 million

(final ownership and cost will depend on

how much ownership staff retain).

We believe that this sector, and these

companies in particular, fits Infratil’s

investment criteria and offers the

prospect of attractive returns in a field

where there are excellent growth

prospects. The rationale is explained

further from page 60 of this report.

As also explained at length elsewhere

(pages 2-5) Infratil has agreed to sell its

65.5% shareholding in Tilt Renewables for

$2,000.2 million. Clearly this has been an

outstanding investment for Infratil, but we

feel we can redeploy the capital more

productively elsewhere.

While Infratil’s track record demonstrates

that it is a long-term holder of

investments, the manager’s key

responsibility is to ensure capital is

optimally allocated.

We are also supporting Trustpower’s

review of its utility retailing operations.

Many of our infrastructure businesses

comprise an asset intensive core (power

stations, mobile network, airfield, etc) with

a “shop front” which can have a range of

functions complementary to the core. But

it is always worth reconsidering. Does the

airport benefit from providing car parking?

Does Vodafone NZ drive more traffic onto

its network by providing retail services?

Does Trustpower reduce its risk by retailing

electricity?

Infratil also supported Wellington Airport

when aviation all but ceased during the

lockdowns. We were delighted that our

co-shareholder, Wellington City Council,

partnered with us in this. It is worth noting

the cost to Auckland ratepayers of

Auckland Council not participating in the

equity injection required by their airport.

16

17
Te Raukura, Te Wharewaka o Pōneke.

Funding Debt & Equity
During the year Infratil raised $300 million

through an equity issue. We are confident

that the mechanism used (a tender to

institutions and pro-rata offer to retail

shareholders) produced the best possible

outcome, for shareholders who

participated and for those who did not.

We are extremely sensitive to ensuring

that any share issue is value enhancing

for shareholders, whether they participate

or not.

Infratil also issued $83.3 million of bonds

maturing March 2026 at a yield of 3% per

annum. The bonds are part of Infratil’s

risk-minimising approach to funding. We

seek to use only equity and longer-term

bonds for core funding, with banks used

sparingly. On 31 March 2021 debt made

up 25% of the capital employed by Infratil

and 100% subsidiaries.

FY2022

In anticipation of receiving the funds

from the sale from Tilt, management has

been particularly active developing

reinvestment options, however Infratil’s

shareholders can be assured that we

know it is better to be patient than wrong,

and we prioritise growth from our existing

businesses rather than from buying

something new.

Infratil’s approach to allocating capital

uses “investment platforms”; businesses

which can invest in themselves. People

from our management team are involved

at both governance and coalface levels,

but most of the heavy lifting is done by

the people of the relevant investment

vehicle, be that Longroad, CDC Data

Centres, Wellington Airport, etc.

We are flexible about this, Infratil’s track

record has numerous examples where we

have built sector expertise in one

jurisdiction and then exported that

elsewhere. Sometimes that means setting

up a new business, eg. Longroad and

Galileo. Sometimes it means supporting

one of our businesses to expand as

Trustpower did in Australia and CDC is

now doing in New Zealand.

Renewable Generation: Both Longroad

and Galileo are on track to undertake

substantial investments in generation

which are expected to result in calls on

shareholders. Any allocation of additional

capital to Trustpower is pending

clarification of the ownership review of its

retailing operations.

Wellington Airport: In FY2021 Infratil

and Wellington City Council underwrote

$75.8 million of additional equity (Infratil’s

share $50 million) which has not yet been

drawn. The Airport is now reviewing its

capital structure in the light of updated

traffic and capex forecasts and this may

result in a call on shareholders.

Data: CDC Data Centres seems likely to

be able to fund organic growth from its

own financial resources, although support

is always available for step-change

expansions. As data centre utilisation

increases CDC’s risk declines and its

access to bank funding increases.

Telecommunications: It is anticipated that

Vodafone New Zealand has the financial

capability to meet its investment goals in

FY2022.

Diagnostic imaging: It is hoped that both

organic and bolt-on investments can be

found in this sector in FY2022.

Retirement: RetireAustralia is now making

good progress reigniting growth and

increasing village occupation. At least

over FY2022 it is anticipated that it will be

able to meet capital needs from internal

sources.

New fields: Although I expect most

incremental investment to be in and

around the fields noted above, we will

continue to scan new opportunities.

Infratil’s most successful investments

have arisen by being ahead of others in

identifying opportunities or because our

flexibility allows us to be opportunistic.

Guidance & Dividends

Guidance for Proportionate EBITDAF

for FY2022 is between $470 million

and $520 million. FY2021’s result was

$398.8 million. The guidance for FY2022

assumes that Infratil sells its interest in Tilt,

excludes Pacific Radiology, and assumes

only internal investments occur.

FY2021 was an exceptional year for our

shareholders. It included the bounce in

market values which followed the March

2020 plunge, the offer for Infratil which

opened a lot of eyes about Infratil’s latent

value, the crystallisation of the values

intrinsic to Tilt’s development pipeline, and

the ongoing growth in the value of CDC.

Looking forward, we hope we can

continue to allocate Infratil’s capital to

deliver value uplift and a rising dividend.

Approximately half of Infratil’s shares are

owned by New Zealand retail investors

and we are aware that cash income

matters to many of them.

As dividends reflect cash earnings,

prospects and financial capability it is

imprudent to be too confident about

payouts too far into the future, but with

that caveat we recognise that

shareholders benefit from having

guidance. In 2019 we indicated that we

expected dividends to be flat for three

years given the pressures associated with

the Vodafone NZ acquisition and our then

cashflow forecast.

Based on FY2021 outcomes, Infratil’s

current financial capability, our

expectation of the Tilt sale closing later

in the year, and updated earnings and

capital allocation forecasts:

18

The final dividend for FY2021 to be paid
on 22 June to shareholders of record on

9 June will be 11.5 cps cash plus 3.5 cps

of imputation credits. This lifts the total

annual cash payment to 17.75 cps from

17.25 cps the prior year.

The dividend reinvestment plan will not

operate on this occasion.

We anticipate dividends increasing further

as cash earnings from CDC Data Centres

and Vodafone NZ rise, and contributions

are received from the new investments in

diagnostic imaging.

We have looked at share buybacks and

special dividends. The former is always an

option when a gap opens between the

intrinsic value of the shares and the

market value. We doubt special dividends

are the best use of funds.

Jason Boyes

Chief Executive

19

20
At the start of FY2021 the global

economic outlook was very uncertain

and financial markets were in turmoil.

However, following the GFC, your Board

has been very focused on ensuring that

Infratil is positioned to withstand shocks,

even of the scale unleashed by covid.

Once we had made sure that our own

house was in order, our interest shifted

to opportunities and I feel this starting

position was the foundation on which the

developments of the year were based.

The Board’s role is to represent

shareholders and with that in mind I’ve

sought to address four questions that are

likely to be of interest.

• What happened with the takeover

offer for Infratil?

• Why is Infratil selling Tilt Renewables

and what are the likely uses of the

proceeds?

• Is the Board comfortable with the terms

of the agreement with Infratil’s

manager, Morrison & Co?

• Has anything happened to change

the previously indicated ten year

shareholder return goal of 11 to 15%?

The takeover offer

In October 2020 Infratil’s independent

directors were approached to support an

offer for Infratil by an Australian

superannuation fund. Consideration was

$6.40 per share, made up of $4.69 in cash

and a pro rata distribution of the shares

Infratil owns in Trustpower.

The proposal was rejected by the Board

and in November a new proposal was

tabled valuing each Infratil share at

$7.43, comprising $5.79 cash and

distribution of 0.221 Trustpower shares

(which coincidentally also had a market

value of $7.43) for each Infratil share

owned.

Report of the

Board Chair

The Board also rejected this offer as

undervaluing what is both a special group

of businesses and a unique and relatively

unconstrained operating model. The

Board has a close understanding of the

businesses and their value potential. This

reflects Infratil’s approach to investment

which involves stakes in a small number

companies over which it has control or

influence where we believe Infratil’s active

management can add value.

Also, a number of material projects would

have needed to have been put on hold

had the bid progressed.

On balance the Board believed that the

interests of shareholders were better

served by not engaging with the bidder.

Feedback on the decision was mainly

positive. Several commentators noted that

Infratil provides New Zealand investors

with access to opportunities which would

not otherwise be available.

Why sell Tilt and where will the

proceeds go?

As set out on pages 2 to 5 of this Report,

the sale price represents a substantial

premium to the value of Tilt’s operational

assets. However, Tilt’s value also includes

the development margins it expects to

derive from its pipeline of projects as they

come to fruition over the next few years.

We had to ask ourselves if we should hold

on to Tilt and get the benefit of those

development margins over time, or if we

should bank some of the margin now and

recycle that capital into other areas.

Fortunately, we have been investing in

new generation in North America and

Europe and have a good idea of what

new projects are possible and what

returns they offer. Comparable

opportunities are also available from

Infratil’s investment in diagnostic imaging,

and the other fields management are

investigating.

Is Infratil well managed at a

fair cost?

The Board has absolute confidence in

Infratil’s management. The track record

under Marko Bogoievski is set out on

pages 13 to 15 of this Report. 19.8% per

annum after tax returns over 12 years

speaks for itself. While it’s impossible not

to feel some sadness that he is stepping

aside, we are excited to be able to

appoint a replacement of Jason Boyes’

calibre.

The more complex issue is “fair cost”.

Your directors have considerable relevant

expertise and, based on this, are

comfortable that manager remuneration

terms are fair. This encompasses what

Infratil gets from its manager, the cost,

and the cost of alternatives.

The Board regularly has the Management

Agreement terms independently reviewed.

Recently we addressed whether a modern

management contract would deliver

better outcomes for shareholders,

reflecting that Infratil’s contract was

agreed in 1994 and last amended in 2005.

The review undertaken last year noted

that not all the features of the contract

are ideal or “modern”, but “...the current

remuneration structure under the

Agreement has, in totality, been

demonstrably beneficial to Infratil

shareholders over the 26 years.”

We have naturally received robust

questioning of some terms within the

Agreement (none of which has led to an

actual cost) and we agree that it is not

ideal, but as a package it has served

shareholders well.

Management incentives

Last year we reported that the

$879.7 million uplift in the value of Infratil’s

portfolio of mature offshore investments

had given rise to $125.0 million of

management incentive entitlements.

Te Raukura, Te Wharewaka o Pōneke.
21

22
The incentive is 20% of returns over

12% per annum after tax on the relevant

international assets. Payment is spread

over three years amounting to

$41.7 million a year with the condition

that if the portfolio falls in value in one

of those subsequent years, then the

incentive payment for that year is

cancelled.

The following table gives the value of the

relevant assets on 31 March 2021. In

addition to the value uplift shown in the

table, the investments also gave rise to

income distributions of $34.0 million and

capital returns of $190.9 million. As the

return was positive, the second instalment

of the $41.7 million will be paid to the

manager in FY2022.

$ Millions20212020

CDC Data Centres$2,401.4$1,515.6

Tilt Renewables

1

$1,317.5$966.5

Longroad Energy $136.2$162.4

RetireAustralia$361.0$308.2

ASIP Fund$45.6$33.4

$4,261.7$2,986.1

1. Based on Tilt’s “undisturbed” (pre bid) value of

$5.44 per share.

Over FY2021 the international investment

portfolio revaluations and cash returns

gave a yield of 44% per annum which

being above 12% per annum gave rise to

a management incentive entitlement of

$223.1 million. As with last year’s

entitlement, one third of this amount will

be paid in FY2022 and the remaining two

thirds will be paid in equal instalments

over the next two years, if the portfolio

does not fall in value.

Incentive fees arise in three “buckets”

• The international investment portfolio.

Being assets held for three years

which have not been sold.

FY2021 Fee: $223.1 million.

• Sold international assets.

FY2021 Fee: nil.

• New international assets. Being assets

which will eventually transfer into the

international investment portfolio.

FY2021 Fee: nil.

Future return expectations

In the 30 September 2018 Report we

indicated that, based on Infratil’s then

assets and leverage, the target return for

shareholders over the following ten years

was 11-15% per annum. Anyone interested

in the rationale should refer back to that

Report.

As noted at that time, a full review of the

target was only intended to be done after

a reasonable lapse of time or if the Board

considered that the indicated returns had

become materially inaccurate or

misleading.

The current situation could provide a

third reason for sticking with the status

quo. With Infratil about to receive

$2,000 million (about 40% of Infratil’s

share market value) from selling the

holding in Tilt, projected returns will

depend on the deployment of this capital.

I can report that the Board remains

comfortable that the 11-15% per annum

range is not misleading. The Board are

also mindful of that return range as

decisions are made about the allocation

of the Tilt sales proceeds.

Based on the investment options we are

considering we are confident that we will

be able to reaffirm the return range once

the capital is deployed.

New share & bond holders

Over the year Infratil issued 63.3 million

shares (9.6% of the pre-issue number)

raising $300 million, and $83 million of

bonds. We would like to express our

appreciation for the support of these

investors.

The equity issue was undertaken in two

parts being a tender offer to institutions

which achieved a clearing price of

$4.76. 52,521,008 shares were issued.

Subsequently, retail shareholders were

offered shares to enable maintenance of

their pro rata ownership and 10,752,688

shares were issued for $4.65 each.

The Board is very mindful of its

responsibilities to all capital providers,

especially those who have provided new

funding to the Company.

Mark Tume

Chair

232323
MRI Scanner, QScan Windsor Clinic, Brisbane

24
Environment. Society.

Governance. “ESG”

As an investor in critical infrastructure

and services, Infratil has, since inception,

been acutely aware that capital

providers will only achieve satisfactory

returns if the needs and expectations of

users and adjacent communities are

satisfied.

In addition, societal ethics and goals (and

their evolution) must be recognised,

anticipated, and factored into plans and

how capital is allocated. Over the years,

Infratil’s Reports and Update newsletters

have set out many case studies.

Now, investors, governments, and

regulators are demanding more formalised

reporting protocols, especially with regard

to Climate Change. As explained below,

this is not a trivial exercise and is

complicated by the range of reporting

and measurement initiatives

coincidentally unfolding.

Prior to 2009 the Financial Stability Forum,

a supra-government agency, had

responsibility for monitoring global

financial risks. After it missed giving

warning of the Global Financial Crisis it

was rebranded as the Financial Stability

Board, and in 2017 its subsidiary, the Task

Force on Climate-Related Financial

Disclosures (“TFCD”), handed down a suite

of recommendations on “Climate-related

Financial Disclosures”.

Many Governments, including

New Zealand’s, are now making

climate-related disclosures mandatory.

In New Zealand the details of what has

to be disclosed will, in due course, be

determined by the External Reporting

Board (XRB), the body responsible for

setting financial reporting and auditing

rules and standards for companies such

as Infratil.

Because the XRB hasn’t yet done its job

we don’t know what the Climate-related

Disclosures will be, but it is possible to look

at the TFCD report to see what they are

likely to cover:

• Governance. Confirming that Climate

Change risks and transition costs are

being monitored and addressed by the

Company’s governance arrangements.

• Strategy & Risk Management.

Reporting entities are likely to be

required to identify risks and show they

are factoring them into strategies.

• Measurement & Goals. Presumably this

is where readers of the relevant

disclosures will be able to see details of

a reporting entity’s emissions and

emission goals, and threats from

Climate Change and decarbonisation

transition initiatives, and so on.

For an enterprise like Wellington Airport,

the disclosures are likely to entail

identifying physical risks such as the

potential cost of weather disruptions and

damage to infrastructure (the Airport is to

replace its sea protections in anticipation

of more damaging storm surges. This is

the sort of cost which will in future have to

be identified and reported), and transition

risks including higher insurance costs and

how decarbonisation policies could

impact air travel. They will also require

reporting Phase 1 and 2 emissions and

reduction goals (these are the emissions

directly related to an enterprise’s activities).

For a company such as Infratil, which

invests in operational businesses rather

than directly, it’s less obvious what will

have to be disclosed.

GRESB & Other ESG Measurements

The accounting standards outlined above

are intended to cover financial metrics

related to Climate Change. Many people

also have wider concerns about the

environment, employees, contractors,

specific issues such as weapons

manufacture, and more general factors

such as governance and risk

management.

Many agencies now undertake reviews of

ESG metrics and score companies. This

includes MSCI, FTSE Russell, Sustainalytics,

Moody’s, S&P, Refinitiv, Morningstar and

FactSet. But often the results are

inconsistent, sometimes even perverse.

An article in the Credit Suisse Investment

Yearbook 2020 shows how divergent

agencies can be in their ratings. For

instance, MSCI ranks Tesla at the top of

025507500025507500

025507500

002020

025507500

0255075100

0255075100

3

3

ESG

Social

Governance

Environmental

ESG

Social

Governance

Environmental

FacebookJPMorgan Chase

WalmartPfizer

FTSE

Sustainalytics

Stakeholder Engagement

Risk Management

Reporting

Policies

Leadership

Employees

Health & Safety

Waste

Water

Air pollution

Emissions

Energy

00

Biodiversity

& Habitat

Customers

Awards

MSCI

025507500025507500025507500

025507500025507500025507500

ESG

Social

Covernance

Environmental

FacebookJPMorgan ChaseJohnson & Johnson

Wells FargoWalmartPfizer

ESG

FTSE

Social

Covernance

Environmental

SustainalyticsMSCI

500

FTSESustainalytics

MSCI

(0=poor 100=excellent)

Divergent ratings of large US companies

25
sustainability for the car industry but FTSE

ranks it as the worst. MSCI focuses on the

cars being manufactured, FTSE focuses on

factory emissions. The graphics on the

previous page show similar ratings

divergence for other major US companies.

Recently the New Zealand market saw the

consequences of perverse ESG ratings. In

2020 S&P created a global index of

sustainable companies which initially only

included 19 companies from around the

world, including Contact Energy and

Mercury Energy. Global fund managers

then set up Funds specifically to invest in

this index and a flood of money into the

Funds resulted in massive purchases of

the 19 companies, reportedly amounting

to almost 10% of the two NZX listed

companies. Recently the S&P index

was broadened to include many more

companies, which resulted in Funds selling

down the initial 19 stocks to buy the new

entrants.

Between 1st December 2020 and 1st

March 2021 Contact saw its share price

rise 37% and then fall 37%. Meridian’s rose

46% and fell 40%.

GRESB reports are an alternative. Rather

than an external agency creating

subjective (and inconsistent) scores, the

GRESB template is tailored for each

participating company and completed by

the company. A number of mechanisms

ensure the information provided is honest.

GRESB was established in Holland in 2009

to provide ESG rating of real estate

companies for institutional investors. Its

remit was later expanded to include a

wider range of companies and it is widely

used by institutional investors to assess

the ESG performance of companies they

invest in or may invest in.

Wellington Airport’s GRESB report is

76 pages and publicly available for

anyone interested, but the key findings

are summarised in the infographics on

the right.

025507500025507500

025507500

002020

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0255075100

0255075100

3

3

ESG

Social

Governance

Environmental

ESG

Social

Governance

Environmental

FacebookJPMorgan Chase

WalmartPfizer

FTSE

Sustainalytics

Stakeholder Engagement

Risk Management

Reporting

Policies

Leadership

Employees

Health & Safety

Waste

Water

Air pollution

Emissions

Energy

00

Biodiversity

& Habitat

Customers

Awards

MSCI

025507500025507500025507500

025507500025507500025507500

ESG

Social

Covernance

Environmental

FacebookJPMorgan ChaseJohnson & Johnson

Wells FargoWalmartPfizer

ESG

FTSE

Social

Covernance

Environmental

SustainalyticsMSCI

500

To explain the graphic:

1. The Airport was required to report on

15 areas ranging from Employees (it

got a score of 98%) to Corporate

Awards (0%).

2. The 15 areas were weighted by

importance (risk management is the

most important at 19.6% while Awards

was the least important at 2.4%).

3. The shaded area is the average score

of other airports rated by GRESB. The

red line shows Wellington’s score.

4. While Wellington performed credibly

relative to other airports scored by

GRESB, to understand the score it is

useful to look at the details. For

instance, Wellington scored only 60%

on Air Pollution, but as anyone who

has visited Wellington Airport would

know, less polluted air is hard to find.

The score was reduced because in

Wellington City there isn’t

widespread air quality measurement

against which air around the Airport

can be compared.

Wellington Airport’s overall score was

78 against a peer average of 70. The

management score was 41 (out of 50),

peer’s 38. The performance score was

37, peer’s 32.

Wellington Airport GRESB Benchmarking Report

Wellington’s ratingAverage airport rating

26
Financial Trends

The graphs were chosen to illustrate key aspects of

Infratil’s decade.

Proportionate EBITDAF

1


The calculation of Proportionate EBITDAF is on

page 28 of this report. It is intended to show

Infratil’s share of the earnings of the companies

in which it has a shareholding.

Infratil's Assets

Proportionate Investment

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share

$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

-00

200

300

400

500

600

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

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

0

202‰

4,500

4,000

$Millions

5,000

6,000

5,500

202‰ 2020 20‰820‰9 20‰220‰320‰420‰720‰620‰5

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

202‰

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


CDC

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


Tilt Renewables


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

0

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

202‰

4,500

4,000

$Millions

5,000


CDC


Tilt Renewables


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

0

200

400

600

800

,000

,400

,200


Longroad


RetireAustralia


Wellington Airport


Trustpower


Other


Qscan


Qscan

202‰

,800

,600

$Millions

2,000


CDC


Vodafone NZ


Tilt Renewables


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


Longroad


RetireAustralia


Wellington Airport


Trustpower


Sold


Total


Corporate


CDC


Vodafone NZ


Tilt Renewables


0

00

200

300

400

500

60%

40%

20%

-20%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

80%

00%

Annual Return

20‰6

0

202‰

0

00

200

300

400

500

60%

40%

20%

0

-20%

-40%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

Accumulation Index

70%

80%

Annual Return

20‰6

202‰

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

Accumulation

Index


Qscan

Shareholder Returns

Between 1 April 2011 and 31 March 2021

Infratil provided its shareholders with an

average annual return of 20.1%. This is after

tax, using the corporate rate of 28%.

$100 invested at the start of the period would

have compounded to $623 by the end,

assuming that all distributions were reinvested.

The spectacular returns delivered over FY2021

to an extent reflected a recovery from the

market slump of March 2020, and the increase

in the value of several of the companies Infratil

owns (as partially reflected by the increase in

the values shown in the graph Infratil Assets on

the facing page).

Infratil's Assets

Proportionate Investment

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share

$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

-00

200

300

400

500

600

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

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

0

202‰

4,500

4,000

$Millions

5,000

6,000

5,500

202‰ 2020 20‰820‰9 20‰220‰320‰420‰720‰620‰5

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

202‰

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


CDC

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


Tilt Renewables


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

0

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

202‰

4,500

4,000

$Millions

5,000


CDC


Tilt Renewables


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

0

200

400

600

800

,000

,400

,200


Longroad


RetireAustralia


Wellington Airport


Trustpower


Other


Qscan


Qscan

202‰

,800

,600

$Millions

2,000


CDC


Vodafone NZ


Tilt Renewables


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


Longroad


RetireAustralia


Wellington Airport


Trustpower


Sold


Total


Corporate


CDC


Vodafone NZ


Tilt Renewables


0

00

200

300

400

500

60%

40%

20%

-20%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

80%

00%

Annual Return

20‰6

0

202‰

0

00

200

300

400

500

60%

40%

20%

0

-20%

-40%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

Accumulation Index

70%

80%

Annual Return

20‰6

202‰

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

Accumulation

Index


Qscan

1. Proportionate EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

27
Infratil Assets

The graph shows the NZ IFRS values of

Infratil’s unlisted assets and the NZX values

of the listed ones.

As noted on page 31, the NZ IFRS values are

in some cases lower than fair values.

Although, as the increase in Tilt’s share price

over the last year illustrates, the NZX values

can also be different to private market

valuations.

Infratil's Assets

Proportionate Investment

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share

$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

-00

200

300

400

500

600

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

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

0

202‰

4,500

4,000

$Millions

5,000

6,000

5,500

202‰ 2020 20‰820‰9 20‰220‰320‰420‰720‰620‰5

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

202‰

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


CDC

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


Tilt Renewables


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

0

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

202‰

4,500

4,000

$Millions

5,000


CDC


Tilt Renewables


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

0

200

400

600

800

,000

,400

,200


Longroad


RetireAustralia


Wellington Airport


Trustpower


Other


Qscan


Qscan

202‰

,800

,600

$Millions

2,000


CDC


Vodafone NZ


Tilt Renewables


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


Longroad


RetireAustralia


Wellington Airport


Trustpower


Sold


Total


Corporate


CDC


Vodafone NZ


Tilt Renewables


0

00

200

300

400

500

60%

40%

20%

-20%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

80%

00%

Annual Return

20‰6

0

202‰

0

00

200

300

400

500

60%

40%

20%

0

-20%

-40%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

Accumulation Index

70%

80%

Annual Return

20‰6

202‰

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

Accumulation

Index


Qscan

Proportionate Capital Investment

Over the decade Infratil invested over

$7 billion, with the majority undertaken

by investee companies.

Funding for investment was provided by

divestment, operating cash flows, debt and

equity issuance.

Infratil's Assets

Proportionate Investment

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share

$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

-00

200

300

400

500

600

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

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

0

202‰

4,500

4,000

$Millions

5,000

6,000

5,500

202‰ 2020 20‰820‰9 20‰220‰320‰420‰720‰620‰5

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

202‰

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


CDC

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


Tilt Renewables


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

0

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

202‰

4,500

4,000

$Millions

5,000


CDC


Tilt Renewables


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

0

200

400

600

800

,000

,400

,200


Longroad


RetireAustralia


Wellington Airport


Trustpower


Other


Qscan


Qscan

202‰

,800

,600

$Millions

2,000


CDC


Vodafone NZ


Tilt Renewables


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


Longroad


RetireAustralia


Wellington Airport


Trustpower


Sold


Total


Corporate


CDC


Vodafone NZ


Tilt Renewables


0

00

200

300

400

500

60%

40%

20%

-20%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

80%

00%

Annual Return

20‰6

0

202‰

0

00

200

300

400

500

60%

40%

20%

0

-20%

-40%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

Accumulation Index

70%

80%

Annual Return

20‰6

202‰

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

Accumulation

Index


Qscan

Infratil Funding

Changes to the relative funding of Infratil

and its 100% subsidiaries occurs as

businesses are sold and acquired, when

Infratil receives funds from or advances them

to its operating businesses, or if shares are

repurchased or issued.

The use of debt is bounded by Infratil’s policy

of maintaining credit metrics that are broadly

consistent with an Investment Grade credit

rating (Infratil is not credit rated) and with

maintaining availability of funds for

investment purposes.

Infratil's Assets

Proportionate Investment

0

0

20

30

40

50

60

70

80

90

00

%

Infratil's Capital Structure

0

5

0

5

20

0

00

200

300

400

500

600

700

Dividend, cents per share

$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0

$Millions


Data


Other


SocialTransportTelecommunications


Energy

00

-00

200

300

400

500

600

Perpetual bonds

Equity (market value)Net bank debt and dated bonds

Operating cash flow

Interest, tax, working capital

Dividend (rhs)

200

400

600

0

800

,000

,200

,400

,600

,800

2,000

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

0

202‰

4,500

4,000

$Millions

5,000

6,000

5,500

202‰ 2020 20‰820‰9 20‰220‰320‰420‰720‰620‰5

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

202‰

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


CDC

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


Tilt Renewables


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

0

500

,000

,500

2,000

2,500

3,500

3,000


Sold


RetireAustralia


Wellington Airport


Trustpower


Vodafone NZ


Other

202‰

4,500

4,000

$Millions

5,000


CDC


Tilt Renewables


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

0

200

400

600

800

,000

,400

,200


Longroad


RetireAustralia


Wellington Airport


Trustpower


Other


Qscan


Qscan

202‰

,800

,600

$Millions

2,000


CDC


Vodafone NZ


Tilt Renewables


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


Longroad


RetireAustralia


Wellington Airport


Trustpower


Sold


Total


Corporate


CDC


Vodafone NZ


Tilt Renewables


0

00

200

300

400

500

60%

40%

20%

-20%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

80%

00%

Annual Return

20‰6

0

202‰

0

00

200

300

400

500

60%

40%

20%

0

-20%

-40%

20‰82020

20‰9

Dividend ReturnCapital Return

20‰720‰220‰320‰420‰5

Accumulation Index

Accumulation Index

70%

80%

Annual Return

20‰6

202‰

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

$50

$00

$50

$200

$250

$300

0

2032 20292030 2022 2028 20312023 2024 20272026 2025

Accumulation

Index


Qscan

28
Infratil’s Financial

Performance & Position

Consolidated Results

For the year to 31 March 2021 the net

parent result was a loss of $49.2 million,

down from a surplus of $241.2 million

the prior year. The breakdown of both

periods’ results are provided on the

facing page.

The main source of difference was the

$511.5 million gain recorded on the sale

of the Snowtown 2 wind farm in the prior

year. This year includes the $98.1 million

increase in the international incentive

fee accrual explained on page 22 of

the report.

The accrual of incentive fees was

$223.1 million. The fee reflects 20% of the

gains returned above the 12% hurdle on

Infratil’s investment in CDC, Tilt, Longroad,

RetireAustralia, and ASIP.

For 2021 the average exchange rates were NZ$/A$0.9338 and NZ$/US$0.6711 (0.9501 and 0.6474 in 2020).

Year Ended 31 March ($Millions)20212020

Operating revenue$1,241.6$1,189.5

Operating expenses($864.4)($848.0)

International Portfolio Incentive fee($223.1)($125.0)

Depreciation & amortisation($82.8)($71.2)

Net interest($138.5)($145.0)

Tax expense$4.2($9.5)

Revaluations


& realisations($24.6)$14.4

Discontinued operations$71.6$479.0

Net profit after tax($16.0)$484.2

Minority earnings($33.2)($243.0)

Net parent surplus($49.2)$241.2

Year Ended 31 March ($Millions)Share20212020

Trustpower51%$102.1$95.1

Longroad Energy40%$0.1$19.2

Wellington Airport66%$23.7$68.1

CDC Data Centres48%$75.8$59.6

Vodafone NZ50%$223.5$154.9

Qscan56%$11.0-

RetireAustralia50%$10.4$8.9

Corporate/Other($47.8)($35.6)

Proportionate EBITDAF

1

$398.8$370.2

International Portfolio Incentive Fee($223.1)($125.0)

Tilt66%$52.6$81.1

Discontinued operations-$15.0

To ta l$228.3$341.3

For 2021 the average exchange rates were NZ$/A$0.9338 and NZ$/US$0.6711 (0.9501 and 0.6474 in 2020).

1. Proportionate EBITDAF is an unaudited non-GAAP measures and are defined on page 7.

Proportionate EBITDAF

This table shows Infratil’s Proportionate

EBITDAF contributions from its continuing

operations, management costs, excluding

international portfolio incentive fees, and

contributions from businesses sold

or held for sale.

To illustrate the calculation of

Proportionate EBITDAF. Infratil owns 51%

of Trustpower, Trustpower’s EBITDAF for

the period was $200.2 million, and 51%

of that is $102.1 million.

Also shown is the total which includes the

above noted exclusions.

Breakdown of Consolidated Results
Infratil consolidates companies when it owns more than 50%, including Trustpower, Wellington Airport and Qscan. Associates such as

CDC Data Centres, Vodafone NZ, Longroad and RetireAustralia are not consolidated. For those investments, the EBITDAF column

shows 100% of their EBITDAF and the "Revaluations and other adjustments" column includes the adjustment required to reconcile

Infratil's share of their net profit after tax. The contribution of Qscan is for the period since its acquisition on 22 December 2020.

Year Ended 31 March 2021

$Millions

Infratil’s

share

EBITDAF

1

100%D&AInterestTa x

Revaluations

and other

adjustmentsMinorities

Infratil

share of

earnings

Trustpower51%$200.2($45.4)($30.3)($10.3)($83.5)($13.4)$17.4

Longroad Energy40%$ 7. 7---$40.2-$ 4 7. 9

Wellington Airport66%$36.0($29.6)($26.5)$12.4$10.1($0.6)$1.8

Qscan56%$19.6($7.9)($5.1)($2.0)($16.9)$5.4

($6.9)

CDC Data Centres48%$157.7---($23.5)-$134.2

Vodafone NZ50%$447.8

---

($475.0)-($27.2)

RetireAustralia50%$20.8

---

$10.4-$31.2

Parent/Other($276.2)-($76.6)$4.1$54.1($0.1)($294.7)

Total (continuing)$613.6($82.8)($138.5)$4.2($484.1)($8.7)($96.3)

Tilt66%$80.2($43.8)($11.8)($31.5)$78.5($24.5)$47.1

To ta l$693.8($126.6)($150.3)($27.3)($405.6)($33.2)($49.2)



Year Ended 31 March 2020

$Millions

Infratil’s

share

EBITDAF

1

100%D&AInterestTa x

Revaluations

and other

adjustmentsMinorities

Infratil

share of

earnings

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

Longroad Energy40%$51.6---($46.9)-$4.7

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

CDC Data Centres48%$123.6---$37.4-$161.0

Vodafone NZ50%$310.4---($335.1)-($24.7)

RetireAustralia50%$17.8

---

($71.5)

-($53.7)

Parent/Other($161.3)($0.3)($88.4)($4.4)$1.3-($253.1)

Total (continuing)$631.8($71.2)($145.0)($9.5)($401.0)($69.7)($64.6)

Tilt66%$123.7($76.3)($41.4)($4.9)$502.5($172.9)$330.7

Other$17.0($9.8)($1.1)($4.3)($26.4)($0.3)($24.9)

To ta l$772.5($157.3)($187.5)($18.7)$75.1($243.0)$241.2

1. EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

29

30
Infratil Assets Book Values

The asset values in the table are

consistent with NZ IFRS and in

accordance with Infratil’s financial

statements with the exception of

Trustpower and Tilt which are shown at

their NZX values, Wellington Airport which

reflects Infratil’s share of net assets

excluding deferred tax and Qscan which

is Infratil’s initial investment amount.

”Other” includes Infratil Infrastructure

Property, Galileo, Clearvision and smaller

assets.

After the balance date, Infratil agreed to

sell its Tilt shareholding for $2,000.2 million.

$Millions31 March 202131 March 2020

Trustpower$1,314.7$1,022.4

Tilt$1,869.3$926.0

Longroad Energy$44.9-

Wellington Airport$511.2$487.6

CDC Data Centres$873.0$693.4

Vodafone NZ$857.3$974.0

Qscan$309.6-

RetireAustralia$340.9$291.5

Other$238.1$169.1

To ta l$6,359.0$4,564.0

Year Ended 31 March ($Millions)2021

Trustpower$51.9Dividends (32.5 cps)

Tilt $179.6Capital return

Longroad (includes capital)$39.5$28.2m distributions. $11.3m capital return

Wellington Airport$38.1Subvention

CDC Data Centres$5.8Interest

Vodafone NZ (includes capital)$96.7$39.6m distributions. $57.1m capital return

Net interest($67.8)

Parent/Other($57.1)

Total pre Incentive fee$286.7

Incentive fee payment($41.7)First tranche of FY2020 Incentive fee

$245.0

Infratil and Wholly Owned

Subsidiaries Operating Cash Flows

This table shows the operating cash

flows of Infratil and its 100% subsidiaries.

Receipts include dividends, interest,

subventions and capital returns.

Outgoings are operating costs and

interest.

“Parent/Other” includes $45.7 million of

management expenses.

The Incentive fee is the first of three

potential instalments of the FY2020

international portfolio annual

Incentive fee.

Proportionate Capital

Expenditure and Investment

This table shows Infratil's share of the

investment spending of investee

companies.

For instance, CDC invested $247.5 million

and 48.1% of that amount is $119.3 million.

Investment undertaken by Infratil

amounted to $332.4 million. This sum

includes investing in Qscan, Galileo, and

Clearvision.

Year Ended 31 March ($Millions)20212020

Trustpower$18.6$17.7

Tilt$247.3$332.2

Longroad Energy$325.9$533.5

Wellington Airport$23.1$53.2

CDC Data Centres$119.3$226.6

Vodafone NZ$126.4-

RetireAustralia$29.8$28.0

Other$12.5$41.4

Capital expenditure$902.9$1,232.6

Qscan$309.6-

Vodafone NZ-$1,029.9

Other$22.8$5.8

Proportionate capital expenditure & investment$1,235.3$2,268.3

Capital of Infratil and
100% Subsidiaries

On 31 March 2021 Infratil and 100%

subsidiaries had $695.0 million of

bank facilities drawn to $342.0 million.

$13.8 million was on deposit.

Over the year no bonds matured or were

repaid. $83.3 million of bonds maturing

March 2026 were issued.

In June 2021, $93.9 million of bonds mature

and $65.0 million of bank facilities are due

in February 2022.

Infratil has provided shareholder backing

for letters of credit issued by Longroad

which on 31 March 2021 amounted to

$86.9 million (2020 $94.6 million). Infratil

also had commitments to provide up to

$50.0 million of equity funding to

Wellington Airport, up to A$10.0 million to

RetireAustralia and shareholder backing

Infratil Assets

The asset values in this table use the

values which were commissioned by the

Infratil board from independent parties to

determine the fair values of the assets

held within the International Portfolio

subject to annual incentive fees

(Longroad, CDC, RetireAustralia, ASIP).

Explanation of the basis of each valuation

is contained on the section of this report

which covers each of Infratil’s investments.

The NZX value for Tilt is shown. Since

31 March 2021 Infratil has agreed to sell

this holding for $2,000.2 million.

Infratil does not commission independent

valuations for its other assets.

$Millions31 March 202131 March 2020

Net debt of 100% subsidiaries328.2$470.9

Dated Infrastructure Bonds$1,155.2$1,071.9

Perpetual Infrastructure Bonds$231.9$231.9

Market value Infratil equity$5,151.0$2,579.3

Total capital$6,866.3$4,354.0

Dated debt/total capital21.6%35.4%

Total debt/total capital25.0%40.8%

Debt per Infratil share$2.37$2.69

for letters of credit issued by Galileo of up

to EUR40 million.

During the year Infratil issued 63,273,696

shares at an average price of $4.74 raising

$300 million.

Excluding treasury stock, over the year

Infratil’s shares on issue rose to 722,952,533

from 659,678,837. The share price rose from

$3.91 to $7.13.

$Millions31 March 202131 March 2020

Trustpower$1,314.7$1,022.4

Longroad Energy$136.2$162.4

Wellington Airport$511.2$487.6

CDC Data Centres$2,401.4$1,515.6

Vodafone NZ$857.3$974.0

Qscan$309.6-

RetireAustralia$361.0$308.2

Other$238.1$169.1

$6,129.5$4,639.3

Tilt$1,869.3$966.5

$7,998.8$5,605.8

Per Infratil share$11.06$8.51

31

32
Shareholder Returns & Ownership

27 Year Track Record

Over the year to 31 March 2021 Infratil’s

share price rose from $3.91 to $7.13.

Two dividends were paid amounting to

17.25 cps cash and 4.25 cps in imputation

credits. In addition, retail shareholders had

the right to purchase 1 new share for each

7.46 shares owned at a price of $4.65.

Institutional shareholders were offered

shares via a tender and these shares were

purchased at a price of $4.75 each.

The total return to shareholders was 91.9%

for the year comprising 4.3% after tax

(28% tax rate) dividend return and 87.6%

capital gain, including the rights issue. The

calculation of capital gains assumes that

all dividends and rights are reinvested so

the shareholder neither takes out nor puts

in any cash.

31 March 202131 March 2020

Million sharesMillion shares

NZ retail investors3434 7. 4 %3164 7. 9 %

NZ institutional investors21129.2%1842 7. 9 %

Offshore parties16923.4%16024.2%

723660

Infratil’s after tax return since listing in

March 1994 has been 18.8% per annum

after tax and over the last ten years

20.1% per annum after tax.

A shareholder who purchased $1,000 of

shares on 31 March 1994 would have a

holding valued at $104,205 27 years

later (assuming all dividends and rights

were reinvested).

Ownership

During the year 52,521,008 shares were

issued to institutional investors at

$4.76 each and 10,752,688 were issued

to retail investors at $4.65 each.

At the start of the year 659,678,837

shares were on issue, with 722,952,533

on issue at the end.

0

000

2000

4000

3000

5000

6000

7000

9000

8000

0000

60%

40%

20%

0

-20%

-40%

209

207

202

205203202009200720052003200999997995

Dividend ReturnCapital Return

Accumulation Index

80%

00%

Annual

Return

Accumulation Index

333333
Prospero 1, 380MW solar generation, Andrews County, Texas

34
Bondholders

On this page of the Annual Report we

seek to cover topics of potential interest

to holders of Infratil Infrastructure Bonds

which is not otherwise available in the

Report.

In the main this covers what bonds Infratil

has issued and redeemed over the year

and secondary market activity in the

bonds.

New issues

During the year Infratil issued $83,293,000

of bonds maturing March 2026, with an

issue yield of 3.0% per annum.

Maturities

No bonds matured or were bought back

over the year.

The next bond maturity is in June 2021.

Infratil anticipates offering holders a

reinvestment option.

Secondary market

Last year’s annual report addressed the

spike in yields which occurred over March

with particular focus on whether there was

anything unusual about the market yields

on Infratil’s bonds and whether Infratil

could have justified buying back bonds.

It was shown that while the spike in yields

was startling, Infratil’s bonds traded in

unison with much of the market. For about

a month there were far more sellers than

buyers, across the board.

Because the whole market was behaving

badly there was little benefit from Infratil

seeking to normalise rates on its own

bonds. In retrospect buying bonds at that

time was a good investment, but at that

time few knew what would happen next.

Infratil’s Bond Maturities

Infratil’s bond maturity profile is set out

on the right.

The goal with the bond maturities is

that they are evenly spread to minimise

refinancing pressure in any one year.

With $1,387 million of bonds on issue,

Infratil is one of the largest borrowers from

the domestic corporate bond market.

Perpetual bonds have no maturity date.

5 Year Bond Yield

The graph on the right shows the market

yield on Infratil’s five year bond and the

five year government bond. Once the

panic of March/April subsided, the yield

on Infratil’s bonds was reasonably logical.

Some of the pricing of government bonds

is harder to explain. In September 2020

investors in the government bonds were

willing to accept a negative yield. Buying

bonds for a price that was higher than the

value of all the principal and coupon to

be paid out over the following five years.

$50

$00

$50

$200

$250

$300

0

Perpetual202920302022 202820232024202720262025

$Millions

Financial Years



2

0

% per annum

3

4

6

5

3 Mar 202 3 Dec 2020 3 Mar 2020 30 Sep 2020 30 Jun 2020

Infratil 5 year bond

Market yield

NZ Government 5 year bond

Market yield

35
Foreign

Currency

Exposure

Depending on how Infratil’s assets are

valued perhaps $4.00 of each Infratil

share represents assets located in

Australia and about $0.25 cents are

assets located in the U.S.A. or Europe.

Infratil does not hedge the currency risk

in relation to its offshore assets. The recent

investment in Qscan is an example of

what that means:

• On 22 December 2020, Infratil acquired

56.3% of Qscan for A$289.6 million.

The actual cost for Infratil was the

NZ$309.6 million used to purchase

the A$289.6 million (exchange rate of

0.9354).

• Fast forward to 31 March 2021, the

market exchange rate was 0.9182.

If the A$ value of Qscan hadn’t

changed the NZ$ value would have

risen $4.8 million because of the

decline in the NZ$.

Over last year, the NZ$/A$ exchange

fluctuated between 0.9062 and 0.9749,

which on an asset worth A$289.6 million

translates to a value range of

NZ$22.5 million.

Given that Qscan makes up about 10% of

Infratil’s Australian assets it’s an indicator

of the value which comes and goes with

the wax and wane of the currency.

During the year a review was undertaken

of Infratil’s approach of not hedging its

investments in offshore assets. In large

part this involved interviewing institutional

and Kiwisaver fund managers about their

practices to learn what others are doing

and why.

It turns out that some institutions take

no currency risk (they fully hedge), some

hedge some currencies but not others,

and some do no hedging. The upshot is

that the Infratil review is ongoing and

hasn’t reached a conclusion. It is noted

here so that Infratil shareholders are

aware of the current situation and that a

review is underway.

A couple of points were identified through

the review:

• Over the last two decades the NZ$ has

appreciated. So over that period

hedging would have produced a gain

of 15% against the A$ and 27% against

the US$. (There was also an additional

potential benefit from interest rate

differentials.)

• It is possible to calculate a fair value

for the NZ$ against A$, US$, Euro, etc.

What isn’t clear is whether it's possible

to then predict when, or if, the actual

rate will converge with the fair value.

The fair value is determined by

variables such as the terms of trade,

interest rates and economic growth.

• With all the fund managers and

companies spoken to, the objective of

their foreign currency management

was risk reduction. Not one described it

as a way to profitably speculate.

• Hedging is expensive and creates its

own risks. Any approach to managing

currency exposures would need to take

into account the costs and risks of

hedging.

• Importantly, as yet there hasn’t been

a dialogue with Infratil’s shareholders.

A theme of those interviewed was that

their Hedge or Don’t-Hedge approach

was influenced by what their

shareholders/investors preferred

(although sometimes the preference

was guessed rather than known). As the

Infratil review progresses ways will be

found to explain the options to

shareholders and to get their views.

A brief comment on what foreign hedging

entails. Again to use Infratil’s investment in

Qscan as an example. There are many

ways for Infratil to make itself indifferent to

movements in the market value of the

NZ$/A$ exchange rate. The simplest would

entail Infratil entering into a contract with

a bank for Infratil to sell A$289.6 million to

buy NZ$ for settlement in, say, a year’s

time. If the NZ$ was then to fall in value

the gain in the value of the Qscan

investment would be offset by the loss on

the forward exchange transaction (and

vice versa if the NZ$ rose in value). But as

noted even a simple hedge of this nature

would not be costless or riskless.

36
Trustpower

Infratil 51%

Tauranga Energy Consumer Trust 27%

Public 22%

Lake Coleridge Power Station

Coleridge Power Station was

commissioned in 1916 and upgraded in

1930 and 2000. If resource consents

allowed, it could be further upgraded to

produce an additional 30GWh a year

and improve dry year back-up.

37
Trustpower delivered a credible

result, notwithstanding the

challenges of an eventful year.

EBITDAF was $200.2 million


up from $186.5 million for the

prior period and underlying

earnings were $94 million up

from $75 million.

Utility retailing maintained stable energy

customer numbers, telco customers rose

8% and customers with more than one

service were up 6%. The performance of

retailing was particularly credible given

covid-related disruptions and its

EBITDAF contribution of $47 million

demonstrated the resilience of the

business.

Dry weather, especially over the last six

months, resulted in Trustpower’s

generation being 209GWh below long-run

averages. At the 14.4c/kWh average

wholesale electricity price for the year, the

lack of water equates to an opportunity

cost of over $30 million (recognising that

high prices and low generation, and vice

versa, tend to go together). That

Trustpower was still able to lift earnings is

testament to good risk management and

hedging.

Retail review

Trustpower instigated a review of its

retailing activities.

Originally, electricity retailing was an

almost necessary adjunct to generation.

It created a hedge because wholesale

electricity prices and retail margins tend

to move inversely. When retail was having

a good year generation would be down,

and vice versa.

From that starting point, Trustpower built

on its electricity retailing by adding gas,

internet and mobile connectivity; based

on the premise that it was good at

providing utilities to customers who value

service, and it was cost efficient.

The review is intended to address if the

rationale remains valid. With a more

efficient wholesale electricity market there

are now other ways to hedge the ups and

downs of generation earnings. And

increasing digitalisation of customer-

systems means that a larger business or

one with additional products may have

lower costs or additional revenues.

An important aspect of the review was the

position of the Tauranga Electricity

Consumer Trust. The Trust’s beneficiaries

are the original consumers of the

Tauranga Electric Power Board which

became Trustpower in 1993. Following

consultation, in which two thirds of

submissions were supportive, the Trust

concluded that the proposal is the best

solution to take forward.

Over the last decade, hydo-power made

up 57% of total generation in New Zealand

(other renewables contributed 23%).

Lakes commonly hold sufficient water to

enable generation for several months

should there be low natural inflows.

As the graph on the right shows, the level

of lake storage over the first quarter of

2021 fell to unusually low levels.

As lake levels fall, power companies that

control water storage (mainly Meridian

Energy) impose rationing. It’s logical and

increases the price of electricity. Users

exposed to high prices curtail use and

greater use is made of generation with

high variable costs (mainly gas and coal).

Any party (user or generator) which

doesn’t want exposure to price volatility

can contractually fix prices, potentially for

up to several years.

,000

2,000

3,000

4,000

5,000

GWh

0

2072082092020202

10 year average

OctNovDecAugSepJanFebMarAprJulJunMay

National hydro storage

38
Year Ended 31 March20212020

Generation1,708GWh1,759GWh

Retail electricity sales1,824GWh1,817GWh

Electricity accounts265,000266,102

Gas accounts44,00041,298

Telco accounts111,965103,642

Av. Wholesale electricity price14.4c/kWh10.7c/kWh

EBITDAF

1

$200.2m$186.5m

Underlying profit after tax$94m$75m

Capital expenditure$36.4m$34.8m

Net debt$726.8m$617.2m

Infratil holding value

2

$1,314.7m$1,022.4m

1. EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

2. NZX market value at period end.

The New Zealand Battery Project

Over the three decades since the

New Zealand electricity market was

established (previously being government

controlled) several Ministerial and other

official reviews have found it to be

efficient; which meant 100% reliable at

the least cost. A third goal has now been

added, “sustainable”. Electricity should be

reliable, cheap and with low/no emissions.

By in large, most in the industry (give or

take the odd dinosaur) advocate for a

price on emissions as the way to reduce

emissions. If it costs a lot to produce

electricity using gas or coal, less will be

used. Last year had Trustpower used gas

to generate its electricity rather than

water, about 800,000 tonnes of CO

2


would have been emitted, which at

today’s emission price would have cost

about $28 million. Which illustrates the

incentive to not use gas.

Unsurprisingly Government has instigated

another review, but this one is different. It

has a budget of over $100 million, and

Government has already indicated that it

has a preferred solution; a new lake that

would be built in the hills above the

Roxburgh dam. It is unlikely to happen. It

would take at least a decade to be

operational, is estimated to cost up to

$10 billion, would be at risk from the Alpine

Fault, would be a net consumer of

electricity (the lake wouldn’t fill naturally.

Its water would be pumped up-hill from

the Clutha River), and it faces

environmental and Treaty barriers.

However, in the meantime Trustpower

and other industry participants (users and

generators) have to cope with the risk

of a major disrupting event. It is not likely,

but it is a risk and a diversion.

The Tiwai Smelter

The aluminium smelter is a legacy of the

last bout of Government Think Big which

continues to cause problems. Uncertainty

about its length of operation (and

consumption of 13% of New Zealand’s

total electricity) has hovered for years.

If it closes, there would be an electricity

glut for several years; low prices and poor

returns on generation assets.

Until recently it was expected to close and

this caused a pause in the construction of

new generation. Now it seems to be highly

profitable and to have a good future.

Tiwai aluminium is of unusual purity,

strength, and presumably value, and it

is low carbon because it uses hydro

electricity and this is starting to have

a higher value than aluminium smeltered

using electricity produced by coal-fired

generation.

Climate Change Policies

At present the Climate Change

Commission (“CCC”) is working through

15,000 submissions on its draft

recommendation to government. One

of the 15,000 came from Trustpower.

Perhaps due to oversight the CCC’s

draft report hardly commented on the

desirability of government lowering

regulatory costs associated with building,

operating, and improving all forms of

renewable generation.

At present, the regulatory costs

associated with operating and

maintaining Trustpower’s 26 hydro power

schemes are onerous. Furthermore, the

barriers to enhancement are impermeable

in many situations. The result is that a

great deal of relatively low-cost hydro

generation capacity and flexibility isn’t

available notwithstanding its potential to

contribute to the goals of reliable-cheap-

sustainable electricity.

39
Customers and retail

electricity sales

The attraction of Trustpower’s utility

retailing offer is apparent from the graph.

However, Trustpower’s electricity

sales per customer have fallen by

about 20% over the period, while costs

per customer have been stable.


Customer

Accounts

0

4,000

3,500

3,000

2,500

2,000

,500

,000

500

GWh

200,000

50,000

00,000

50,000

0

250,000

300,000

350,000

400,000

208 202 203 206 207 205 204

Electricity Accounts:TelcoGas

202 2020

Total Retail Electricity Sales (GWh)

209

Total Retail Electricity Sales

EBITDAF

1

& Generation

Over the last ten years Trustpower’s

hydro generation has mainly fluctuated

with the level of rainfall in its catchments.

EBITDAF has been relatively flat with

changes reflecting generation levels,

wholesale electricity prices, and the

contribution from utility retailing.

0

500

,500

,000

2,000

2,500

3,000

GWh

$50

0

$00

$50

$200

$250

EBITDAF

$Millions

$300

2022020208202203206207205204209

Generation (GWh)EBITDAF

EBITDAF

EBITDAF

1

per unit of

generation and the

average market price

of electricity

Historically Trustpower’s success as a

utilities retailer has meant that earnings

per unit of generation have been higher

than had the generation been sold

straight into the wholesale market.

The review of retailing is intending to

address if this benefit is still worth the

value of retaining the activities.

0

2

4

0

8

6

4

2

Cents/kwh

$80,000

$60,000

$40,000

$20,000

0

$00,000

$20,000

$40,000

EBITDAF

per GWh of

generation

2022020208202203206207205204209

EBITDAF per GWh

NZ Market price

(Cents/kWh)

NZ Market price

1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

40
Tilt Renewables

Infratil 66%

Mercury Energy 20%

Public 14%

Dundonnell wind farm

Operationally Tilt had a solid
year, but it was a period

dominated by development

activities. Two major wind farms

were commissioned and

significant progress was made

on two new projects.

The Company also recommended that

shareholders accept an offer of $8.10 a

share. This was accepted by Infratil and

the transaction is expected to close once

regulatory approvals are received.

Notable development achievements and

progress included:

The 133MW $277 million Taranaki Waipipi

Wind Farm was commissioned on time

and on budget; even though construction

stopped for five weeks during the covid

Level 4 lockdown. One lost-time injury was

recorded during construction.

The 336MW A$560 million Dundonnell

Wind Farm in Victoria was commissioned

on budget with no lost time injuries and

has now been authorised by the market

regulator to operate to a level which will

enable export of about 97% of production.

The two new power stations contributed

740GWh of generation over FY2021.

Generation from existing plant was down

8% in Australia and 9% in New Zealand

due to below average wind conditions.

Although the mid-life refurbishment of the

Tararua 3 Wind Farm also reduced output.

A power offtake agreement was signed

with Newcrest Mining for the output of the

planned 396MW A$700 million Rye Park

Wind Farm in NSW.

Year Ended 31 March20212020

New Zealand generation711GWh665GWh

Australian generation1,129GWh1,170GWh

Australian revenueA$84.2mA$128.6m

Average price7.5c/kWh11.0c/kWh

New Zealand revenueA$44.1mA$41.6m

Average price6.2c/kWh6.3c/kWh

EBITDAF

1

A$74.9mA$117.5m

Net profit after taxA$67.0mA$478.4m

Capital expenditureA$365.4mA$322.9m

Net cash and investmentsA$313.0mA$679.0m

Infratil holding value

2

NZ$1,869.3mNZ$926.0m

1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

2 NZX market value at period end. During the year Tilt undertook an A$258 million share buyback.

Infratil’s share of this was $179.6 million.

Work also progressed on a raft of other

projects. An application was lodged for

planning consents for a A$243 million,

203MW/812MWh battery storage facility

at Morwell in Victoria. Tilt Renewables said

large-scale energy storage would help to

improve grid reliability by storing low-cost

electricity when there is an oversupply or

during low demand periods.

If it is consented and built, the battery

would stabilise the grid during frequency

disruptions and reduce blackouts and

load shedding.

EBITDAF of A$74.9 million was down on last

year’s A$117.5 million, because the sale of

Snowtown 2 and less wind was not offset

by commissioning the two new stations

part way through the year. In Australia, the

price of electricity sold on market was also

lower than the prior year.

Net profit after tax was boosted by

derivative and foreign exchange hedge

movements.

41

42
Longroad Energy

Infratil 40%

New Zealand Superannuation Fund 40%

Management 20%

Prospero Solar project, Texas, USA.

43
When Longroad was

established, the goal was to

build a portfolio of generation

with returns enhanced by

participation in project

development, capital recycling,

and asset management.

Significant progress is occurring on all

fronts; and President Biden’s plans for

decarbonising U.S.A. electricity by 2035

points to immense opportunity going

forward.

Over FY2021:

• 868MW of generation capacity was

added to the portfolio of assets

managed for third parties. A further

418MW of owned assets were added

as they were commissioned.

• 530MW of generation is under

construction with a further 412MW

expected to start construction soon.

• 783MW of generation was sold to

institutional investors.

• 6,300MW of generation capacity,

spanning 30 projects, is under

development.

To facilitate the anticipated increase

in development projects, Longroad’s

shareholders increased its access to

capital from US$320 million to

Longroad: Building. Buying. Operating. Selling: Renewable Generation Capacity

20212020

Owned and managed operating generation1,289MW871MW

Operating generation managed for other owners1,836MW968MW

Developed and commissioned1,751MW550MW

Under construction530MW1,131MW

Purchased657MW657MW

Generation developed and sold1,333MW550MW

US$434 million (Infratil’s share

NZ$248.4 million).

• President Biden’s goal for 2035 requires

the addition of over 70,000MW of

renewable generation capacity every

year at an annual cost of about

US$100 billion. More than twice the

level achieved in the best-ever year

to date in the U.S.A.

Two initiatives now underway give some

colour to Longroad’s activities.

Sunstream2. Longroad acquired this

199MW solar project at an early stage of

its construction from solar panel

manufacturer First Solar. In addition,

Longroad acquired the rights to develop a

further 700MW of solar capacity on

nearby sites. It is located in an area of

Arizona highly prospective for solar

generation; large areas of desert,

excellent sunshine, and proximity to a grid

built for the nearby 4,000MW Palo Verde

Nuclear Plant (North America’s largest

power station).

The grid means that incremental solar

capacity can be offered to companies

and residential aggregators in Arizona,

southern California, and Nevada.

Work is also underway to add battery

storage, which is likely to become a

common feature of new renewable

projects as costs decline and there is

greater demand, or even requirements, to

have battery back up to intermittent solar

and wind generation.

PKA and PenSam partnership. PKA and

PenSam are two Danish pension funds

managing almost $100 billion on behalf of

740,000 members. They have jointly

acquired 50% of each of the 215MW Little

Bear solar project in California, the 379MW

Prospero 1 solar project in Texas, and the

243MW El Campo wind project in Texas.

Generation assets with 30-40 year lives

and long-term power sales contracts with

strong corporate counterparties.

Each Longroad project involves identifying

the opportunity, and then working with

equipment providers, contractors, power

buyers, tax-equity and debt providers,

and end investors with global

perspectives.

The sell-downs to the two Danish pension

funds de-risk the projects and enable the

extraction of all development capital for

reinvestment elsewhere. However,

accounting recognition of gains only

follows 100% sell down, which in FY2021

occurred with the Minnesota and Muscles

Shoals projects.

While the speed of execution shows the

US market for renewable generation to be

enormous, dynamic, and efficient, under

President Trump a number of barriers were

emerging.

Going forward, the national goal of

increasing the amount of renewable

electricity is expected to see the US

Government call on a suite of policy tools,

which are expected to include tax

incentives, power purchases, CO

2

pricing,

access to federal lands, measures to

reduce consenting and regulatory costs,

and measures to expedite thermal plant

closure.

44
NZ$ figures are as at 31 March

US$ figures are as at 31 December20212020

Infratil aggregate investment amountNZ$220.8mNZ$185.8m

Infratil capital received backNZ$224.2mNZ$184.7m

Infratil’s share of earningsNZ$47.9mNZ$4.7m

Longroad net surplus/(loss) after taxUS$89.9mUS$6.7m

Owned and managed generation1,180MW762MW

Generation managed for other owners1,745MW877MW

Employees128 people111 people

Capital expenditureUS$710.8mUS$655.6m

Infratil book valueNZ$44.9m-

Infratil investment fair valueNZ$136.2mNZ$162.4m

Generation Projects Constructed/Purchased/Sold/Under Development

Ye a rProjectTypeMWSituationManaged

2018PhoebeSolar312Built/Sold

2018Rio BravoWind238Built/SoldYe s

2020Prospero 1Solar379Built/50% soldYe s

2020El CampoWind243Built/50% soldYe s

Federal StreetSolar220PurchasedYe s

MilfordWind306PurchasedYe s

MontgomeryWind/Solar108PurchasedYe s

2020MinnesotaWind70Developed/sold

2020Little BearSolar215Built/50% soldYe s

2020Muscle ShoalsSolar294Developed/Sold

2021Prospero 2Solar331Under construction/50% sold

2022Sun Streams 1Solar199Under construction

2022-4Hawai’iSolar212Staged construction

2022-4Hawai’iBattery640MWhStaged construction

2023-5Sun Streams 4&5Solar/Battery700Development

Maine Solar212Development

Foxhound Solar108Development

Seven BridgesSolar136Development

UmbrielSolar197Development

UtahSolar/Battery260Development

CA SolarSolar/Battery260Development

The Fair Value was calculated by an

independent valuer taking into account

the cash flows associated with existing

assets and operations, and development

projects where there is very high

confidence of construction commencing

within twelve months.

The resulting US$ value for 100% was

largely unchanged over the year. The NZ$

value of Infratil’s 40% reflects expected

transaction costs which may arise on sale,

including tax. Movements in the NZ$/US$

exchange rate reduced the NZ$ value by

14.2% over the year.

It should be noted that this valuation is

conservative in not valuing Longroad’s

pipeline of development projects except

those expected to start in the next year.

45
Milford Wind

306MW

Montgomery Street Wind


108MW

Little Bear Solar1 (50% sold)

215MW

Phoebe Solar


315MW

Sunstream Solar 2 & 3


700MW

Sunstream Solar 1


199MW

Hawaii Solar


160MW

Muscle Shoals


294MW

Prospero I Solar (50%)


379MW

Prospero 2 Solar


331MW

El Campo Wind (50% sold)


243MW

Rio Wind


238MW

Minnesota Wind* (sold)


70MW

Federal Street


Solar

220MW

Built and sold

Owned and operated

Under development

Utah Solar/Battery

260MW

46
Galileo Green Energy

Infratil 40%

New Zealand Superannuation Fund 20%

Commonwealth Superannuation Corporation 20%

MGIF 20%

GGE Nordics

Galileo established GGE

Nordics, an 80:20 joint venture

with the Northern European

renewable generation

development team of Njordic.

The initial focus is on wind

projects in Scotland and

Sweden. The target size of the

pipeline is over 1,000MW.

Star Energia


Agreement with Star Energia

to develop solar

photovoltaic projects in

southern Italy. The project

pipeline at present is

100MW. Galileo is to hold

100% and they have an

expected development time

of approximately 2 years.

Ten Project


Galileo has entered into a

development agreement

with experienced wind

developer TEN Project. The

target pipeline is 300MW of

onshore wind projects in

south Italy. Galileo is to own

100% of the projects with a

projected development time

of between 3 and 4 years.

EMP Energy

Galileo holds a 50% stake in

an Irish wind development

joint venture with local

developer EMP and turbine

manufacturer Vestas. The

current project pipeline

amounts to 400MW with a

projected development time

of 3 to 4 years.

47
Galileo was established in

February 2020 to take

advantage of investment

opportunities created by


the European push to increase

renewable electricity

generation.

It brings together the expertise of Infratil’s

manager and the European management

team created by Ingmar Wilhelm, and

flexible capital provided by Infratil and its

partners.

The partners’ initial capital commitment

is EUR220 million. Infratil’s share amounts

to NZ$150 million.

During the last year $11.8 million was

advanced bringing Infratil’s total

investment to $14.3 million.

As with Longroad Energy, the objective

with Galileo is participation in the

development, construction and operation

of renewable generation assets, with

electricity price risk managed through

sound off-take contracts.

The scale of the opportunity is staggering.

Over the course of the decade to 2030,

across Europe the goal is to increase

renewable generation from 38% to over

60% in the total power mix. This will require

the addition of more than 500,000MW of

new capacity generating over

1,000,000GWh of electricity per year.

By way of comparison, over 21 years,

Trustpower/Tilt invested NZ$2,150 million

building 1,106MW of capacity to generate

3,768GWh of electricity per annum. The

required European investment over the

next decade amounts to over 300 times

the scale of Tilt’s over two decades.

Over its first year, notwithstanding the

challenges of covid-related restrictions,

Galileo has entered into agreements with

local developers to progress four projects

summarised on the facing map.

Galileo’s team of 16 are also working

on similar opportunities in France,

Germany, Poland, and Spain, with 2025

objectives of:

• A pipeline of 10,000MW of projects.

• Development of 500MW of investable

renewable power projects per year.

• EUR500 million of total investment

potential per year, including sell-down

opportunities.

• Engagement in at least 10 countries

and a Galileo team of 50 people.

The scale of the European market, its

diversity, and the plethora of national

champions and national decarbonisation

plans naturally raises concerns about an

entity such a Galileo’s capacity to play a

significant role and to develop attractive

investable opportunities.

The key element is the commitment of a

very experienced and well-connected

European management team. This is led

by Ingmar Wilhelm and includes

individuals from Italy, Germany, Spain,

Ireland, and the UK. They have decades

of sector experience with major energy

utilities, international development

platforms, and financial investors.

Existing contacts and new ones with local

developers ensures the Galileo team is

aware of a diverse range of potential

projects and has the expertise to

concentrate on those with the greatest

potential.

Alongside their connections with local

developers, and consequent access to

sites with good wind/sun resource and

connectivity to the grid, the Galileo team

also have the credibility and expertise to

ensure optimal power sales terms are

secured. Counterparties are expected to

include traders, wholesalers/aggregators,

and energy users seeking electricity from

renewable sources.

In a dynamic market environment, Galileo’s

flexibility will be an advantage in

arranging power sales terms which match

the output and risk features of both

individual and portfolio generation

projects.

48
Wellington

Airport

Infratil 66%

Wellington City Council 34%

Wellington Airport measures and reports

on its Scope 1 and 2 operational

emissions, which in FY2021 amounted to

984 tonnes of CO

2

e. Scope 1 come from

the Airport’s vehicles, heating, cooling,

and emergency electricity generation.

Scope 2 relates to emissions from

electricity generated elsewhere and

used by the Airport. In all cases the

emissions are captured by the NZ ETS

and require the surrender of NZUs, for

which the Airport pays, albeit indirectly.

The Airport’s 2030 goal is emissions

which are at least 30% lower than the

level of 2017. Initiatives include electric

vehicles, LED lighting, building

efficiencies, ground-source heating,

and reduced emissions during

construction work.

The Airport is also committed to helping

its users reduce emissions. Electric

vehicle charging has been installed in

the car park, work is underway to

facilitate electric public transport links

with the CBD, and a raft of airfield

activities are being electrified.

Pictured is the Airport’s sustainability

manager Nicola Cordner explaining to

Deputy Mayor and Green Councillor

Sarah Free and Airport Chair Tim Brown

the operation of an electric pushback

tug and aircraft ground power, which

are part of a wider electrification plan.

Low/no emission aircraft fuels are

available but are prohibitively expensive.

Until investment and research lowers

their cost, emission reductions will come

from improved aircraft performance.

The newest variant of the Airbus

short-haul fleet, the A321 which is taking

off in the background of the picture,

produces 20% less emissions per

passenger than its predecessor the

A320, according to manufacturer

specifications.

The Airport is also actively reducing its

net footprint through support of local

tree planting, the provision of

infrastructure for bikes, and its planning

for fuel flexibility.

49
For Wellington Airport it was a

remarkable and difficult year,

but the future is looking positive.

Air New Zealand, Qantas,

JetStar and Soundsair promptly

resumed services as soon as

restrictions were lifted.

It is hoped that Fijian, Singapore Airlines

and Virgin will also return in due course.

In April 2020 air travel virtually ceased; a

dramatic turn-around from two months

earlier when the Airport’s focus had been

on a $1 billion investment programme.

The Airport’s priority is the provision of

safe and efficient facilities which requires

a 20 year view of potential demand and

preparing accordingly. Prior to March 2020

extensive consultation between Airport

and airlines had been underway to ensure

that the Airport’s capital works

programme aligned capacity with

demand, including resilience measures.

In April 2020, covid-related disruptions

saw all but resilience projects put on hold.

They continued and absorbed the bulk of

the $35 million invested over the year;

earthquake strengthening (buildings and

carpark), safety (runway resurfacing), and

climate protection (seawall).

The Airport-airline capital works discussion

was part of the five-yearly price

consultation. Normally charges are fixed

for five years which means the Airport

carries the risk of unexpected changes to

traffic, costs, and capital spending. For the

current five year period (to 31 March 2024)

the level of uncertainty saw Airport and

airlines settle on charges with elements of

“wash up” at the end of the period.

Constructive consultation over

infrastructure and pricing reflects the

good working relationship between

Airport and airlines. All parties want an

efficient Airport and fair charges.

Another pre-covid arrangement which

became a challenge during April’s travel

restrictions was the Airport’s use of debt.

In FY2020 interest was less than a quarter

of EBITDAF, but April’s earnings were less

than the interest bill which required

remedial action.

Airport costs were reduced which

unfortunately meant 32 people were

made redundant. All management and

directors took a pay cut of at least 20%.

Four day working weeks were instituted.

Non-critical capital spending was

curtailed.

Year Ended 31 March 20212020

Passengers domestic

2,968,960

5,225,999

Passengers international

162

919,741

Scope 1 & 2 emissions CO

2

e tonnes

984

1,344

Aeronautical income

$34.0m

$80.8m

Passenger services income

$18.2m

$45.2m

Property/other income

$12.7m

$13.5m

Operating costs

($28.9m)

($36.3m)

EBITDAF

1

$36.0m

$103.2m

Net profit/(loss) after tax

($35.7m)

$28.9m

Capital expenditure

$35.0m

$80.6m

Net debt

$595.9m

$516.9m

Infratil cash income

$38.1m

$44.3m

Infratil holding value

2

$511.2m

$487.6m

1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

2 Infratil's share of net assets excluding deferred tax at period end.

Shareholders committed $75.8 million of

equity the Airport could call on.

Cost reductions and shareholder backing

saw Wellington Airport maintain the

support of its lenders and allowed

continuation of resilience investment.

While the support of shareholders was

crucial in ensuring that Wellington Airport

got through the worst of the travel

restrictions Wellington City Council’s

subsequent withdrawal of support for

necessary strengthening of sea protection

infrastructure was disappointing. The

seawall protects Council sewerage pipes,

a public road, and the airfield (in that

order). Waves of up to 13 metres occur at

this location and a rupture of sea

protection would have catastrophic

consequences, not least being the escape

of 3 cubic metres per second of raw

sewage into Lyall Bay.

Looking forward, aviation is expected to

fully recover. This isn’t so much about

whether airlines survive. It reflects the

social needs of New Zealanders and the

economic imperatives of connectivity.

The last Census found that 27.4% of

New Zealand residents weren’t born

in New Zealand. Almost 700,000

New Zealanders live in Australia. For the

country furthest from global markets, air

travel is a crucial part of commerce, not

to mention the value of tourism and

foreign students.

This begs the question of aviation’s

emissions. Globally they make up 2% of

total and 10% of transport emissions. If

aviation is to continue to provide its

current level of connectivity, aviation gas

is going to have to be replaced with bio or

electro fuels (synthetic fuels manufactured

using renewable electricity).

Today, bio fuel costs 140% more and

electro fuel 300% more than av-gas.

At current fuel prices, an Auckland to

Wellington airline ticket includes

approximately $17 for fuel and $3 for ETS

emission charges. Bio fuel would cost an

extra $24, but research and investment

will narrow the price gap.

Calls to restrict air travel to reduce

emissions reflects a misunderstanding of

New Zealand’s Emission Trading Scheme.

Under the ETS all emissions require the

surrender of NZU. Just as the number of

chairs in the game musical chairs sets the

number of people seated, the number of

NZU issued sets maximum emissions.

As New Zealand transitions to net zero

emissions the availability of NZU will be

reduced. Unless ways are found to

inexpensively cut emissions, it is likely that

the NZU price and hence cost of emissions

will rise. That would raise the cost of using

av-gas and spur development of bio and

electro fuels. In the meantime, reducing air

travel does not lower total emissions, it just

means less from aviation which means

more can come from other sources.

50
Air travel’s resilience

The graph from Boeing’s 2020 traffic

forecast shows air travels long-term

trend and resilience.

In the 22 years after Infratil acquired

its stake in 1998, Wellington Airport

traffic grew 2.8% per annum and

New Zealand’s GDP grew 2.8% per

annum.

There is no compelling reason to

anticipate a break in this trend when

covid-restrictions are lifted.

Wellington Airport passengers

The graph on the right shows the

Airport’s monthly traffic over the

11 months pre-covid, the subsequent

13 months, and the forecast range for

the next year.

Short term forecasts are difficult.

A lockdown in Wellington stops traffic,

while lockdowns elsewhere, eg.

Auckland, can reduce traffic markedly.

Aviation CO

2

emissions

Every new aircraft model delivers

significant fuel efficiencies and hence

reduced emissions per passenger

kilometre relative to the aircraft it

replaces.

Between 1990 and 2018 aviation traffic

increased 300%. Emissions rose 90%.

The gap is due to a massive increase

in efficiency.

However, +90% is no longer acceptable

and must be reversed.

Passenger Kilometers (Trillions)

0

8

6

4

2

0

Actual Trac

ScenarioTrend

9809902000

9/ and SARS

Global Financial Crisis

Covid

Pandemic

2002020





990



99



992



993



994



995



996



997



998



999

2000

200

2002

2003

2004

20052006

200720

9

2008

2009

20

0

20



20

2

20

3

20

4

20

5

20

6

20

7

20

8

5

0.5

40.4

3

0.3

2

0.2

0.

0

0

Passengers

Passengers BillionsKgs CO

2

e

Emissions per passenger kilometre

00,000

200,000

300,000

400,000

500,000

600,000

0

Apr-9Aug-9Dec-9Apr-20Aug-20Dec-20Apr-2Aug-2Dec-2Apr-22Aug-22Dec-22

Domestic passengers

Passengers

International passengers

Forecast

EBITDAF
1

& Passengers

In the decade to FY2020, passengers

rose 2% a year and earnings 4%. It is

expected that the trend will resume

once covid is beaten.

Aeronautical & services income

Airport revenue from passengers is

higher from those on international

services. Wellington’s relatively modest

per passenger revenue drop in 2021 is

because normally 80% of its traffic is

domestic.

Consequently going from 20%

international to 0% only reduced per

passenger income by 14%.

The cost of travel

Pre-covid, the cost of domestic air travel

was largely stable in real terms (fares rose

at the same rate as the CPI, with annual

fluctuations of +/- 10%).

The cost of international air travel fell

nominally and in real terms. Given

increases in average income, an airline

ticket which would have cost 25 hours of

wages in 2011, would have taken 15 hours

in 2020.

0

$20

$60

$40

$80

$00

0



2

3

4

5

6

7

Passengers

Millions

EBITDAF

$Millions

2022082022032062072052042020209

Domestic passengers

International passengers

EBITDAF

EBITDAF

$0

$5

$0

$5

$20

$ Income Per

Passenger

202 208 202 203 206 207 205 204 2020 209

Aeronautical incomeServices income

Statistics New Zealand

International air travel cost index

Domestic air travel cost index CPI

Index

202

20


20

2
20

3
20

4
20

7
20

8
20

9
2020

20

6
20

5
0

20

40

60

80

00

20

40

60
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

00,000

200,000

300,000

400,000

500,000

600,000

0

Apr-9Aug-9Dec-9Apr-20Aug-20Dec-20Apr-2Aug-2Dec-2Apr-22Aug-22Dec-22

Domestic passengers

Passengers

International passengers

Forecast

51

52
Vodafone

New Zealand

Infratil 49.9%

Brookfield Infrastructure Partners 49.9%

Management 0.2%

53
Vodafone New Zealand’s year

comprised two distinct threads;

keeping the country connected

while accommodating


explosive demand growth

and covid-related disruptions;

and progressing strategic

initiatives to grow the value


of the company.

Operationally, FY2021 saw a massive

increase in data transmission on fixed-

price plans, a significant drop in roaming

income due to fewer offshore visitors,

and people spending more time at

home using their mobile devices less

for accessing data and more for voice

calls and apps. It is estimated that the

combined impact of these disruptions

reduced VNZ’s FY2021 EBITDAF by

$64 million.

Despite this, VNZ delivered EBITDAF

of $447.8 million, at the upper end of

guidance.

$253.4 million was invested in service and

network improvements.

On a different level, local ownership of

VNZ ensures support for policies and

values relevant to employees, customers,

and location. This includes VNZ’s

Whārikihia strategy which recognises,

respects and takes on Māori cultural

values in recognition of Treaty obligations,

and the desirability of having a corporate

culture and values which align with those

of staff and customers.

Customer services and systems

VNZ aims to be a cost-efficient provider

of excellent easy to use mobile and

fixed-connectivity, with additional services

available for customers with more

sophisticated needs.

To help deliver on the first of these goals

VNZ is removing a plethora of legacy

products, simplifying customer

management systems, and improving

customers’ ability to self-serve online.

For business customers, working with

partners such as AWS, VNZ offers

additional products such as security,

contact centre management, data and

cloud services, and facilitation of “internet

of things” requirements such as smart

metering.

Progress with the strategic plan is

apparent with the vast majority of

customer interactions now digital, best

ever scores in customer satisfaction

surveys, and cost reductions.

The goal with services is to grow traffic

over VNZ’s network and to do so profitably;

which depends on customers being

retained by their service experiences,

having low cost-to-serve with customers

with lower needs, and having the right

suite of products for customers with more

complex “value-add” requirements.

Upgrading the mobile network

The Commerce Commission

Telecommunications Monitoring Report

released in March 2021 indicates that

over the last five years wireless broadband

connections increased 8.2 times and

mobile data use 4.6 times. (fixed

broadband connections increased only

5% over the same period, with data rising

4.1 times).

However, rising demand for data

transmission presents a challenge for a

mobile network that is a mixture of 3rd

and 4th generation equipment. Which is

where 5th generation (5G) capability

comes into its own. It can carry much

greater amounts of data, at greater

speeds, and at lower cost. With the

caveat that 5G requires a large upfront

investment.

VNZ has a market lead in 5G coverage,

however expanding availability to areas

with sparse population is economically

challenging. Practically this means VNZ

installing 5G capability where it is viable

and sharing towers and sometimes

equipment with other telecommunications

companies where unique ownership is not

physically or commercially practicable. In

some rural areas it also means partnering

with Crown Infrastructure Partners to

co-invest under the auspices of

government’s Rural Broadband Initiative.

While infrastructure sharing ensures

greater geographic coverage than

would otherwise be viable, it is important

to note that mobile differs in key ways to

New Zealand’s single monopoly fibre

network. The mobile market is more

dynamic, technology constantly changes,

and each generation of the mobile

network is integrated with the previous

generations on which it is built. In a

decade fibre will still be fibre, while mobile

is likely to moving towards 6th or 7th

generation technology.

The 5th generation mobile network now

being installed does more than just cope

with rising demand, it provides the

instantaneous connectivity required to

realise the benefits that are coming from

new technologies and the “Internet of

Things”. For instance, motor vehicle

sensors are now collecting enormous

amounts of data to improve driving

performance and maintenance. In the

near future, these sensors will be

connected to central processors via

extremely fast 5G mobile data

transmission allowing the instantaneous

response required as vehicles become

autonomous; navigating roads without a

human driver.

Broadband

Last year’s huge increase in data was

boosted by lockdowns and remote

working, but reflected the trend resulting

from better devices, greater availability of

high-resolution content, online meetings,

and consumers switching from other forms

of dissemination/transmission.

As noted in the Commerce Commission

report, New Zealand has good coverage

of high-speed fibre and charges that are

about 50% of Australia’s.

However, the huge increase in demand

and extremely competitive prices makes

profitability a challenge for all providers.

VNZ’s approach is to deliver internet

access to its customers through the

medium that best meets their needs. If

large amounts of data are required in a

fixed location, then fibre is often best. In

other situations; for example, rural areas

without fibre or customers with less

demanding data requirements; the mobile

network offers a lower cost, is easier and

quicker to install, and provides everything

customers need.

Good progress

Good progress is being made on all

strategic initiatives. Customer services are

being improved and costs reduced.

Broadband profitability is being

addressed by ensuring that customers get

the medium of delivery that best suits their

requirements.

5G installation is ongoing and 4G

capacity is also being expanded to

ensure the network can cope with rising

data demand, and ways are being found

to accomplish this efficiently via network

sharing without compromising

competition which has driven so much

innovation and such low user costs.

54
Year Ended 31 March

1

20212020

Mobile revenue$793.7m$909.8m

Fixed revenue$728.1m$708.7m

Other revenue$431.9m$430.7m

Operating costs($1,505.9m)($1,574.1m)

EBITDAF

2

$447.8m$475.1m

Capital expenditure$253.4m$284.8m

EBITDAF

2

less Capital expenditure$194.4m$190.4m

Net debt$1,300.8m$1,265.2m

Infratil's holding value

3

$857.3m$974.0m

Infratil cash proceeds$96.7m$25.0m

Average consumer monthly

data use

Over the decade New Zealand’s monthly

downloading of data has risen 28 fold

(from 10GB to 284GB) per consumer.

Last year’s 77GB jump presumably

reflected the effects of the covid lock-

downs. Its quite remarkable that the

networks could cope.

While mobile data remains only a fraction

of the total data traffic, its growth was

33 times over the decade and last year

was also a record expansion.

Connected to the internet

(Devices and homes/businesses)

Connectivity spans smartphones, fixed

broadband connected by fibre and

copper and wirelessly to the cellular

network, and machine to machine devices

such as smart meters.

As with data use, what stands out is the

strong growth in connectivity, although in

recent years the growth has been far more

in data than devices.

GB/Month

Average fixed broadband*

*includes fibre, copper and fixed wireless

Average mobile device

0

300

250

200

50

00

50

2020 20 8 20 20 2 20 3 20 6 20 7 20 5 20 4 20 9

9

8

7

6

5

4

3

2



0

Connections (millions)

Mobile devicesMachine to machine devices

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

2020 208* 20 202 203 206 207 205 204 209*

*some operators changed their reporting of active cell phones

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

Vodafone New Zealand Operating

and Financial Statistics

1 The 2020 figures are for the Vodafone NZ

operating company, while 2021 incorporates

the full Vodafone NZ holding structure which

only existed from acquisition on 31 July 2019.

As at 31 March 2021 there are no material

differences between EBITDAF at the holding

structure level or the operating company level.

2 EBITDAF is an unaudited non-GAAP measure

and is defined on page 7.

3 Infratil’s original investment was $1,029.9 million.

Subsequent changes mainly reflect capital

returns.

55
Industry investment

To enable transmission of the huge

increase in data demand, the industry has

invested $15.7 billion over the last decade.

It is now anticipated that the investment

in fibre will decline (reflecting its national

coverage) while investment in 5G mobile

infrastructure will rise.


Industry revenue

As shown by the other graphs, users are

getting a lot more telecommunications

connectivity and capacity, and this

is requiring very substantial annual

investment. Yet the sector’s revenue

has remained flat.

The Department of Statistics hasn't

produced household cost estimates

for 2020.

Vodafone NZ connections

Over the decade VNZ’s number of mobile

connections has remained reasonably flat

(although of course the amount of data

transmitted has grown in line with the

market’s 28-33 fold increase). Over the last

two years VNZ had 40% of mobile phones.

This may not however be the whole story

as there is a growing trend for third parties

to lease network capacity and to retail this

via their own branded phones. ComCom

data shows that in 2020 this only amounted

to 88,000 phones, but it is expected to

increase.

VNZ’s share of the broadband market was

slightly down at 23% in 2020, although it

provides a much greater share of wireless

broadband connections.

,800

200

400

600

800

,000

,200

,400

,600

0

$Millions

OtherMobileITFibre

2020 208 20 202 203 206 207 205 204 209

6,000

$MillionsAverage monthly household telecommunication cost

,000

2,000

3,000

4,000

5,000

0

$45

$40

$50

$30

$35

Fixed line annual revenueMobile annual revenueAverage monthly household telecommunication cost

2020 208 20 202 203 206 207 205 204 209

3.5

3.0

Millions

0.5

.0

.5

2.0

2.5

208 20 202 203 206 207 205 204

00

Mobile connectionsBroadband connections

2020 209

5656
CDC

Data Centres

Infratil 48%

Commonwealth Superannuation Corporation 24%

Future Fund 24%


Management 4%

CDC data centre prior to internal fit out

57
CDC continues to experience

growing demand for its data

centres and is responding by

building capacity in each of

Auckland, Sydney and

Canberra.

Over the year, EBITDAF rose 25% to

A$147.3 million and available capacity

increased 27%. Capital investment was

A$231.6 million.

Investment in expanding capacity is

undertaken in two stages; the building

and the fit out, with the former occurring

over approximately 12-18 months of

construction, while the latter is rolled out

as capacity is taken up by clients.

CDC’s 164% EBITDAF increase over the last

three years, reflects the three new data

centres with 66MW of capacity

commissioned over that period and the

A$738.2 million of capex invested over

FY2019 and FY2020.

In the next two years CDC will be

undertaking a similar step up in capex and

capacity. The four data centres currently

under construction will progressively

become income generating from early

FY2023.

Although customers may contract to take

up capacity as it becomes available,

which reduces CDC’s risk, they only start

paying once the capacity is actually

available.

With the success of its expansion beyond

Canberra (first to Sydney and then to

Auckland), assessment of additional

regions is underway, in all cases based on

opportunities relevant to CDC’s particular

offering:

• High security facilities that meet the

needs of government, defence,

hyperscale and critical infrastructure

clients. Hyperscale refers to cloud

companies which require very large

data centre capacity for their own

and their customer needs. The main

companies in this catagory are usually

taken to be AWS, Microsoft, and

Google.

• Data centres which are systemically

resilient including with regards to

connectivity and are efficient users of

water and energy.

• Flexibility to meet the requirements of

different users and the creation of

large-scale ecosystems with access to

cloud-based services.

• Clients get certainty of data location

in facilities with 100% Australian and

New Zealand ownership at a time of

growing recognition of the value of

data sovereignty and security.

These features of CDC’s data centres are

why it is qualified as Certified Strategic

under the Australian Government’s data

hosting certification framework.

Financial & Operational Statistics

Year Ended 31 March 20212020

Data centre capacity133MW105MW

Average lease term14.4 years15.9 years

EBITDAF

1

A$147.3mA$117.5m

Infratil share of EBITDAFNZ$75.8mNZ$59.6m

Net profit after taxA$234.2mA$289.1m

Net contribution to InfratilNZ$134.3mNZ$161.0m

Capital expenditure A$231.6mA$446.6m

Net debtA$1,041.4mA$912.4m

Infratil holding book valueNZ$873.0mNZ$693.4m

Infratil holding market value range

2

NZ$2,317-2,492mNZ$1,355-1,711m

1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

2 Based on an independent valuation as at 31 March.

Over the year Infratil subscribed for an

additional $8.3 million of capital and

received cash income from CDC of

$5.8 million.

5858
200

80

60

40

20

00

80

60

40

20

Data Centre Capacity (MW)EBITDAF


(A$Millions)

0

$80

$60

$40

$20

$00

$80

$60

$40

$20

$0

CapacityEBITDAF



20720820920202022

Forecast

202

CDC Capacity & EBITDAF

The general trend of bringing data

together under one roof and locating

it physically close to its application was

illustrated by the benefits BNZ noted

in a press release which explained its

intention to repatriate data and

processing to Auckland.

BNZ reported that the attraction of using

local data centres included speed of

access (for instance when checking

hundreds of credit card transactions per

second, to identify fraud and being able

to immediately notify merchants and

customers) and data residency

requirements which makes it desirable

that New Zealand client information is

held in New Zealand.

It is difficult to convey the magnitude of

the growing demand for data storage and

processing, but to illustrate:

• Most individuals will regularly use some

of video calls, home schooling

platforms, entertainment streaming,

and the myriad of apps for banking,

maps, and so on. In all cases using

cloud-computing.

• Data and applications are held in data

centres accessible via the internet

rather than being stored on a device.

• For companies, the cloud provides

access to to data storage and

computing power at the click of a

button which can be scaled up and

down with great flexibility. It also gives

access to communication, security,

and processing functions.

• Global research company Gartner

estimates that in 2021 US$305 billion

will be spent on cloud services, almost

20% more than in 2020. This was

evidenced in the March quarter

revenues of the largest cloud

companies. Amazon revenue of

US$109 billion, with cloud subsidiary

AWS’s earnings +32%. Microsoft revenue

of US$42 billion including cloud revenue

up 21% at US$15 billion. Google

revenue US$55 billion +34%.

• Another growth wave is expected

as 5th generation mobile

telecommunication networks are

installed. This will enable the

communication of far more data at

far faster speed than is available

now; facilitating artificial intelligence

computing (AI) and the Internet of

Things (IoT). Tools required for

autonomous vehicles and automated

and remote health monitoring and

diagnosis.

These growth thematics, the evidence of

demand for CDC’s facilities, and CDC’s

proven ability to respond with its

construction programme, underpinned

the 47% lift in the independent valuation

of the Company over the year to give

a mid-point of A$4,726 million as at

31 March 2021.

• Accelerating demand is resulting in

CDC bringing projects forward,

increasing the scale of planned

centres, and adding additional

developments to the project pipeline.

• The diversity of customer relationships

is increasing as new customers commit

and contracts are renewed.

• Risk is reduced by the length of

contracts, pre-contracting capacity in

data centres before construction

completes, the track record of strong

revenue growth, and good

management of construction projects.

• There is also increasing confidence

about sector demand growth, and

evidence of sector valuations from

other transactions and listed

companies.


1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.

59
CentreCapacityContracted

1

Commissioned

Hume 1 & 212MW93%2008 and 2011

Fyshwick 118MW>95%2015

Hume 3 9MW100%2016

Fyshwick 221MW80%2018

Eastern Creek 1 (acquired)7MW>85%2018

Eastern Creek 213MW100%2019

Hume 4 25MW70%2019

Eastern Creek 328MW75%2020

Auckland 1 & 220MW80%2022

Eastern Creek 437MW30%2022

Hume 520MW-2022

Future Hume120MW--

Future Fyshwick50MW-Pre 2030

Future Eastern Creek70MW-Pre 2030

1. Contracted capacity includes reserved and first right of refusal. Based on space.

Sydney

Eastern Creek

Hume

Fyshwick

Auckland 1

Auckland 2

Canberra

Auckland

60
Radiology/

Diagnostic Imaging

MRI Scanner, QScan Clayfield Clinic, Brisbane

On 22 December 2020, Infratil acquired
56.25% of Australian based Qscan for

A$289.6 million (NZ$309.6 million).

On 31 May 2021 Infratil is to purchase

between 53.5% and 58.5% of New

Zealand-based Pacific Radiology for

between $312 million and $344 million,

depending on the number of shares

retained by doctors and management

along with other completion adjustments.

It is worth taking a moment to understand

the background to the approximately

$650 million investment before taking in

the features of each business.

The core premise is that diagnostic

imaging is an essential service benefitting

from macroeconomic tailwinds and a

growing and ageing population. The

sector also benefits from considerable

government funding. All of which provides

support for above-market growth, and

there is the potential for superior providers

to grow through mergers and acquisitions.

Investing in health

Populations are ageing and as they do

their healthcare needs increase.

• Approximately 15% of New Zealanders

are over 65 years old, about 765,000

people. The number has risen 25% in a

decade (over that period the

population younger than 65 rose 14%).

• Approximately 16% of Australians are

now over 65, about 4.2 million people.

An increase of 32% in a decade (during

which time the rest of the population

increased 12%).

The increasing elderly population drives

increasing healthcare expenditure.

• OECD data shows that Australian

healthcare costs have been rising

4.2% per annum over the last decade

and now amount to 9.4% of GDP.

• New Zealand’s figures are 3.6% per

annum and 10.0% (US health costs

amount to 17% of GDP).

The need to look after the health of a

growing elderly population is focussing

attention on how to deliver this cost

efficiently. Vaccines, preventative

screening, and smarter treatments

are all examples of good cost/benefit

health measures.

Bill Gates claims that his funding of

vaccinations produces benefits 20 times

the cost. In New Zealand and Australia,

free or subsidised screening is available

for a wide range of conditions on the

premise of a “stitch in time” means it will

be cheaper to identify a potential

problem than to treat an actual problem.

And once someone has a problem,

smarter forms of treatment can lower

costs and speed up recovery.

Infratil’s investment criteria for

healthcare providers

• A substantial and growing need

• A real capability to efficiently improve

patient outcomes

• Engaged and supportive medical

specialists

• Stable complementary regulatory

regime

• Scale and incumbency advantages

This package of features should result in

acceptable risks for a business and an

opportunity for investment-led growth in

earnings. Recognising that healthcare has

challenges with clinical risks, recruiting and

retaining doctors, and integrating and

managing constantly improving

technology and systems.

People with a chronic disease

The incidence of cancer

00%

80%

90%

70%

60%

50%

40%

30%

20%

0%

MalesFemalesAge

Australian Bureau of Statistics

0-145-2425-3435-4455-6465-7475+45-54

0

4,000

Per 00,000 people

3,000

3,500

2,500

2,000

,500

,000

500

MalesFemales

0-90-920-2930-3950-5960-6970-7980-8990+40-49

0

Australian Institute of Health & Welfare

Age

61

62
Radiology (a brief introduction)

Radiology involves highly trained doctors and medical staff using scanning equipment to diagnose, monitor and provide treatment for

conditions, the range of which is expanding as technology improves.

The main forms of equipment are summarised in the table

Computerised tomography (CT)X-rays produce images of body structures.

Versatile and short scan time. Widely

available.

Musculoskeletal. Cardiac. Abdominal.

Oncology. Neuroradiology.

Magnetic resonance imaging (MRI)Magnetic fields and radio waves produce

images of organs and body structures.

Musculoskeletal. Cardiac. Abdominal.

Paediatric. Neuroradiology.

Positron emission tomography (PET)Detects positrons emitted by radioactive

tracers introduced into the body. Primarily

to diagnose and monitor cancer. Used in

conjunction with CT.

Oncology. Breast. Neurology.

X-rayIonising radiation to produce images and

for treatment.

Musculoskeletal. Oncology.

UltrasoundHigh frequency ultrasound waves to

produce images.

Musculoskeletal. Abdominal. Oncology.

Reproductive.

The doctors and staff required to operate

imaging equipment are highly specialised.

A radiologist requires at least 11 years

tertiary education, training, and hospital

experience to gain certification from the

Royal Australian and New Zealand College

of Radiologists. There are less than 3,000

certified radiologists in New Zealand

and Australia.

Restricted availability of staff is a

constraint on the overall availability of

radiology services.

For companies such as Qscan and Pacific

Radiology, the ability to attract and retain

radiologists is crucial. Being an employer

of choice requires flexibility, which is where

larger companies have an advantage.

Doctors can have time to study, teach,

or work in other areas. And they have

the choice of being employees or

Independent Medical Practitioners who

receive a share of billings. Many are also

shareholders alongside Infratil.

Teleradiology

Although not as critical as the specialist

equipment and staff, teleradiology is

worth noting as a way to enhance the

availability of radiology services and to

improve efficiency. In essence it involves

radiologists interpreting scans remotely.

It means that an expert in a particular

condition can review a scan without the

patient having to be in direct contact. It

also means, for instance, that it is possible

to undertake diagnosis 24/7 even if clinics

are only open 9 to 5.

Funding

A third leg to a clinic being viable is

funding.

In Australia, over 85% of sector funding is

provided by Medicare. Medicare licenses

clinics and sanctions payments for

different services. Services involving more

expensive equipment and more specialist

staff attract a higher fee, and vice versa.

New Zealand has no Medicare equivalent,

although imaging performed on behalf of

ACC, DHBs, and the Ministry of Health

jointly provides more than half of Pacific

Radiology’s income.

Medicare funding for scanning amounts to

about A$4 billion a year and has been

growing at about 6% per annum against

overall healthcare funding which has been

rising at about 4% per annum. Analysis of

the New Zealand market shows similar

growth.

Revenue growth for individual providers

is likely to be mainly a factor of sector

growth, with some up-side from adding

more sophisticated services and expensive

equipment (which draw higher fees).

Scale

An enterprise like Qscan with 75 clinics,

over 100 doctors, and 800 staff in total,

has several advantages relative to an

enterprise with only a few clinics or a

hospital operating independently. The

same is true of Pacific Radiology with 46

clinics, 90 radiologists and 650 total staff.

A larger enterprise with a full range of

equipment can offer a comprehensive

range of services and wide expertise, it

has the wherewithal to invest in the latest

technology, there are procurement

advantages especially in the IT/systems

area, it can offer staff more flexibility

without compromising availability and

quality of care, and it can manage and

de-risk compliance.

These factors are expected to underpin

the industry trend to consolidation.

Australia has six radiology enterprises of

about Qscan’s scale which make up 60%

of the market, with the remaining 40%

being individual clinics or partnerships. In

New Zealand Pacific Radiology is about

twice the size of its nearest peer and

about 20% of the market.

63
Qscan

Infratil 56.2%. Staff 29.7%. MGIF 14.1%

On 22 December 2020, Infratil

acquired 56.25% of Qscan for

A$289.6 million (NZ$309.6 million). Qscan

owns 75 radiology clinics, mainly in NSW

and Queensland. The purchase price

gave an enterprise value to Qscan

of A$735 million.

The attraction of Qscan for Infratil is

the growth potential, which is well

illustrated by developments over

the three years to 30 June 2020.

During that period, Qscan invested

A$54 million adding 11 clinics and

upgrading equipment.

Pacific Radiology

Infratil 53.5-58.5%. Doctors and

management 41.5-46.5%

On 31 May 2021 Infratil is to

purchase between 53.5% and 58.5%

of New Zealand based Pacific

Radiology for between $312 million

and $344 million depending on the

number of shares retained by doctors

and management.

The acquisition price gives an

enterprise value for the company

of $867 million.

Pacific Radiology is the largest

diagnostic imaging service provider in

New Zealand, operating 46 clinics in

the South Island and lower North Island

with 90 radiologists and 650 other

medical and management staff.

Revenue/Activities

Revenue/Activities

Sector Revenue/Sources*

Revenue/Sources

Approximately 60% of Qscan’s revenue

comes from more complex diagnoses and

treatment involving CT (over 55 machines),

MRI (over 20 machines) and PET/nuclear

(over 10 machines).

Across its clinics Pacific Radiology provides

a comprehensive range of radiology

diagnostics, including positron emission

tomography (PET). It owns 2 of the 5 PET

machines in New Zealand.

The Australian radiology sector’s

revenue is heavily underwritten by

Medicare, with approximately 10%

provided by patients.

* Medicare 2019; Radiology Funding Sources

The most obvious difference in the

sources of revenue between the

Australian industry and New Zealand

is that the former is over 85%

sourced from the government, while in

New Zealand the figure is less than 60%.

MRI

MRI

PET/Nuclear

PET/NuclearInsurance

Other

OtherPatients

Ultrasound

Ultrasound

Medicare

ACC

Insurance

DHB

Patients

Ministry of Health

X-ray

X-ray

CT

CT

64
RetireAustralia

Infratil 50%

New Zealand Superannuation Fund 50%

Glengara Retirement Village, Central Coast.

65
On all fronts, it was a remarkably

successful year for RetireAustralia;

for residents, staff and

shareholders.

It is hard to imagine a period with more

challenges. A contagious virus with

especially adverse health consequences

for the elderly. A housing market beset by

lockdowns and uncertainty. An evolving

regulatory backdrop following media

exposés and a Royal Commission of

Inquiry. And RetireAustralia with a new

leadership team to navigate the

challenges.

The most important success was in

keeping residents safe from covid and

socially engaged during enforced

isolation. None of RetireAustralia’s over

5,000 residents contracted covid and

surveys showed the highest ever levels of

satisfaction with life in a RetireAustralia

community. Not surprisingly, staff surveys

mirrored these findings.

These achievements were reflected in Sue

Nelson, manager of the Newling Gardens

Village in Armidale, receiving industry

recognition by winning the Australian

Retirement Living Council Village Manager

of the Year Award for NSW and the ACT.

RetireAustralia also won the RLC’s

Innovation Award for its use of the

AlayaCare technology platform to deliver

in-home care services to residents.

RetireAustralia is part way through a

significant investment so it can offer a full

suite of care capabilities for residents. The

goal is to be able to help residents stay

healthy, with the offer of facilities and

services if their needs increase. Flexible

home care is now available at 16 villages

and in 2020 RetireAustralia opened its first

specialised care-apartment facility at its

Glengara Village on the NSW Central

Coast.

There are many challenges in the move

from largely providing accommodation, to

being able to offer health services and

facilities, especially to the level required by

people with critical needs. It demands the

right management, technology, facilities,

care-staff and funding.

New Zealanders are familiar with

retirement villages that offer both

independent living and a whole range of

options to meet resident health and care

needs. This has evolved because health

and social authorities provide funding

which recognises that the model is both

kinder and costs taxpayers less, especially

if the alternative is a public hospital. The

Australian Royal Commission into Aged

Care Quality and Safety arrived at the

same finding which is resulting in funding

becoming more available for “Ageing in

Place”.

An underpinning reason for Infratil’s

investment in the retirement living sector

is the expanding population of elderly

people. There are now about 1,000,000

Australians over 80 years old. In 2011 there

were 840,000. This is translating into

robust demand for specialist

accommodation. Official figures indicated

that in 2016 approximately 220,000

Australians lived in retirement villages and

the number was rising about 5% per

annum.

However, it is apparent that RetireAustralia

has not fully benefited from these

demographics, experiencing a high level

of vacancy in some villages and only a

modest level of development expansion.

Both shortcomings are being addressed.

Over the year, 343 occupation rights were

purchased for RetireAustralia units and

apartments, including 323 in existing

communities. On average there were 294

resales in each of the previous five years.

Last year our absolute priority was to

keep our residents safe. We achieved

this because we have good systems,

good communication, and all our staff

played their part. I’m very proud of

what we achieved and how everyone

rose to the challenge.

Looking after people’s needs in a time

like this involves both physical and

emotional care. It also makes you

aware of where we could do better and

we are on track to deliver significantly

more. The Royal Commission into

Australian Aged Care Quality and

Safety has highlighted an opportunity

for us to take a more active role in

providing services our residents need,

something we will be actively pursuing.

Technology is providing better tools,

especially around early warning and

when people are living by themselves.

The challenge is to do more; efficiently

and effectively, and to make sure that

potential residents know what is

available, and to ensure they have

access to live the life they choose as

they age.

Dr Brett Robinson Chief Executive

66
Year Ended 31 March 20212020

Residents5,0414,955

Independent-living units3,5843,519

Serviced apartments535535

Apartment/unit resales323292

Resale cash gain per unitA$147,704A$137,374

New apartment/unit sales2016

Average sale priceA$645,850A$512,625

Av. occupancy receivable per apt/unit

1

A$125,807A$114,173

Embedded resale gain per apt/unit

1

A$38,229A$35,948

Underlying profit

2

A$30.2mA$17.0m

Net profit after taxA$55.6m(A$99.5m)

Capital expenditure A$55.6mA$53.2m

Net external debtA$187.2mA$153.4m

Infratil’s holding book value

3

NZ$340.9mNZ$291.5m

Infratil’s holding market value

4

NZ$361.0mNZ$308.2m

1. When a resident vacates an apartment or unit they are repaid their right to occupy fee less the agreed

deduction. The right to occupy the apartment or unit is then resold. The two figures in the table are

independent estimates of what (on that day) RetireAustralia’s net cash receipt would be based on an

estimated net resale price minus repayment of the previous resident’s occupancy fee refund. The net

receipt amount comprises the occupancy receivable deducted from what would be paid to the

outgoing resident, plus any additional capital gains. The resale values were estimated by independent

valuers based on market transaction, including those of RetireAustralia.

2. Underlying profit is an unaudited non-GAAP measure used by RetireAustralia that removes the impact of

unrealised fair value movements on investment properties, impairment of property, plant and equipment

one-off gains and deferred taxation, while adding back realised resale gains and realised development

margins.

3. NZ IFRS value. 50% of net assets.

4. Based on independent valuations.

While last year’s increase was modest,

it was very positive given that covid-

restrictions meant that at times

apartment viewings were impossible

and the housing market in general was

stop-start.

The sales resulted in average village

occupation rising to 89%, slightly higher

than the Australian industry average.

With investment in care and health

services well underway, and the pick-up

in demand for units, RetireAustralia is

positioning to expand capacity through

its pipeline of new developments.

Over FY2021, 24 premium apartments

were added to the Wood Glen village on

the NSW Central Coast, and construction

of stage two of this development is about

to commence. Stage three has also been

committed.

New Gold Coast village, The Verge, which

overlooks the Burleigh golf course, was

also opened with 40 premium apartments.

When construction is complete it will

comprise 170 apartments, in-home care

services, wellness centre, café, activities

room, auditorium, gardens and a rooftop

entertainment area. Residents will also

have access to the Golf Club and its

facilities.

In addition to adding capacity at Wood

Glen and The Verge, RetireAustralia is also

preparing to commence construction of

additional accommodation in the

Forresters Beach village on the NSW

Central Coast. In FY2022 work is also

expected to start on a new village, The

Green, located in Tarragindi in Brisbane.

Financially, RetireAustralia recorded an

underlying profit of A$30.2 million, up from

A$17.0 million the previous year. Net profit

after tax, which includes revaluations was

A$55.6 million, an A$155.1 million positive

swing from last year’s A$99.5 million loss.

During the year sales of occupation

rights generated a net A$49.3 million

(A$40.2 million the prior year). The

average resale gain per unit/apartment

was A$147,704, up from A$137,374 the

previous year.

Due to the construction programme, net

bank funding as at 31 March 2021 was

A$187.2 million, up A$33.8 million on the

year prior; comfortably within

RetireAustralia’s A$350 million of facilities.

During the year the two shareholders

each underwrote A$10 million of

additional equity to signal their support

as RetireAustralia addressed the

uncertainties associated with covid.

In the event the additional capital was

not required.

67
Other

Investments

Australian Social Infrastructure

Partners (ASIP)

Infratil first invested in the ASIP fund in

FY2015. At the time ASIP was actively

pursuing a number of projects involving

private provision of schools, hospitals and

other social infrastructure.

While several projects ASIP supported

were successful it became apparent that

scale was going to be problematic so a

sell down was instigated.

ASIP has now contracted to sell its last

asset, and Infratil expects to receive a

final distribution from the fund before the

end of June 2021.

Infratil Infrastructure Property

IIP was formed to develop and dispose

of the land holdings of previous Infratil

subsidiary NZ Bus.

During FY2021, the sale of the Kilbirnie

bus depot in Wellington was closed for

$35 million, leaving IIP with one remaining

asset, the 1.7 hectare site in the Wynyard

Quarter which is a growth area in the

Auckland CBD.

IIP’s first stage of developing this large site

was completed in October 2020 with the

opening of the $70 million 154 room

Travelodge hotel, carpark and retail

precinct.

Covid-related disruptions at that time

significantly impacted the initial

occupancy of the hotel and carpark and

demand for retail space, which had some

flow-through to the 31 March 2021

valuation. However, by the end of the

period, income from each activity was

improving.

It is anticipated that revenues will

continue to improve as covid-related

restrictions are removed and businesses

return to normalcy. Options for the

Wynyard site include disposal or further

stages of development and both are

under consideration.

Clearvision

In FY2016 Infratil committed to invest

US$25 million through California based

Clearvision to gain exposure to start-up

ventures of relevance to Infratil’s core

sectors. In addition to a positive return,

the objective with these investments is

direct exposure to technology which

could disrupt traditional infrastructure

sectors, providing Infratil with early

warning of risks and opportunities, as

well as strategic insights.

There may also be benefits if Infratil’s

companies find opportunities relevant to

their activities. An example is Clearvision’s

portfolio company RapidDeploy which

recently sold licences to their emergency

response intelligence software to the

New Zealand Police with Vodafone NZ as

a channel partner utilising VNZ’s secure

communication network.

US$22.6 million of the initial commitment

had been advanced by 31 March 2021

(US$21.0 million a year prior).

Based on the positive experience,

and indications of a good financial

outcome, Infratil committed an additional

US$25 million to a second Clearvision

fund of which US$5.5 million has now

been advanced.

The book value of both funds was

US$51.6 million, a gain of US$23.5 million

on the US$28.1 million investment.

Much of this appreciation came from one

of Clearvision’s largest investments;

ChargePoint.

ChargePoint has established the world’s

largest network of electric vehicle

charging stations and on 1 March 2021 it

listed on the NYSE (traded as ChargePoint

Holdings, Inc. ticker CHPT) with a market

capitalisation of over US$7 billion.

68

69
Financial

Statements

For the year ended

31 March 2021

Consolidated Statement

of Comprehensive Income 70

Consolidated Statement

of Financial Position 71

Consolidated Statement

of Cash Flows 72

Consolidated Statement

of Changes in Equity 73

Notes to the Financial

Statements 75

Corporate Governance 129

70
Consolidated Statement

of Comprehensive Income

The accompanying notes form part of these consolidated financial statements.

For the year ended 31 March 2021

Notes

2021

$Millions

2020

$Millions

Operating revenue

111,059.01,102.1

Dividends

-0.6

Total revenue1,059.01,102.7

Share of earnings of associate companies

6182.686.8

Total income1,241.61,189.5

Depreciation

1470.160.1

Amortisation of intangibles

12.711.1

Employee benefits

120.288.0

Other operating expenses

129 6 7. 3885.1

Total operating expenditure1,170.31,044.3

Operating surplus before financing, derivatives, realisations and impairments

71.3145.3

Net gain/(loss) on foreign exchange and derivatives

(56.4)15.2

Net realisations, revaluations and impairments

31.8(0.8)

Interest income

1.63.1

Interest expense

140.1148.1

Net financing expense

138.5145.0

Net surplus/(loss) before taxation(91.8)14.7

Taxation expense/(credit)

13(4.2)9. 5

Net surplus/(loss) for the year from continuing operations(87.6)5.2

Net gain/(loss) from discontinued operations after tax

1071.6 4 7 9. 0

Net surplus/(loss) for the year(16.0)484.2

Net surplus/(loss) attributable to owners of the Company

(49.2)241.2

Net surplus/(loss) attributable to non-controlling interests

33.2243.0

Other comprehensive income, after tax

Items that will not be reclassified to profit and loss:

Net change in fair value of property, plant & equipment recognised in equity

260.963.3

Share of other comprehensive income of associate companies

8.0(21.3)

Net change in equity investments at fair value through other comprehensive income

46.1(0.5)

Ineffective portion of hedges taken to profit and loss

- -

Fair value movements in relation to the executive share scheme

-5.1

Income tax effect of the above items

(90.4)(22.8)

Items that may subsequently be reclassified to profit and loss:

Differences arising on translation of foreign operations

90.0(17.8)

Realisations on disposal of subsidiary, reclassified to profit and loss

-(22.5)

Effective portion of changes in fair value of cash flow hedges

218.5(75.0)

Income tax effect of the above items

(28.1)20.8

Total other comprehensive income/(loss) after tax505.0(70.7)

Total comprehensive income/(loss) for the year4 8 9. 0413.5

Total comprehensive income for the year attributable to owners of the Company

335.42 0 7. 9

Total comprehensive income for the year attributable to non-controlling interests

153.6205.6

Earnings per share

Basic and diluted (cents per share) from continuing operations

4(17.0)(37.1)

Basic and diluted (cents per share)

4(6.9)37.6

Consolidated Statement
of Financial Position

As at 31 March 2021

Notes

2021

$Millions

2020

$Millions

Cash and cash equivalents22.1133.8730.3

Trade and other accounts receivable and prepayments22.1315.4174.8

Derivative financial instruments22.476.218.9

Inventories1.9-

Income tax receivable17.69. 3

Assets held for sale102,253.4 -

Current assets2,798.3933.3

Trade and other accounts receivable and prepayments22.113.518.7

Property, plant and equipment143,238.73,958.2

Investment properties15 260.1266.7

Right of use assets16.1 115.5161.2

Derivative financial instruments22.4 92.065.5

Intangible assets 40.635.1

Goodwill 17 770.7113.1

Investments in associates6 2,126.91,961.9

Other investments7 80.971.4

Non-current assets6,738.96,651.8

Total assets9,537.27,585.1

Accounts payable, accruals and other liabilities305.8227.3

Interest bearing loans and borrowings18 94.1134.7

Lease liabilities16.2 20.321.8

Derivative financial instruments22.4 89.28.0

Income tax payable4.14.6

Infrastructure bonds19 93.8 -

Trustpower bonds20 83.0 -

Wellington International Airport bonds21 75.025.0

Liabilities directly associated with the assets held for sale10 906.7 -

Total current liabilities1,672.0421.4

Interest bearing loans and borrowings18 916.2835.0

Other liabilities195.486.5

Lease liabilities16.2 182.3225.1

Deferred tax liability13.3 2 6 9. 4314.6

Derivative financial instruments22.4 66.9121.3

Infrastructure bonds19 1,053.21,061.3

Perpetual Infratil Infrastructure bonds19 231.9231.9

Trustpower bonds20 350.0432.2

Wellington International Airport bonds and senior notes21 510.7515.9

Non-current liabilities3,776.03,823.8

Attributable to owners of the Company2,644.02,132.2

Non-controlling interest in subsidiaries1,445.21,207.7

Total equity4,089.23,339.9

Total equity and liabilities9,537.27,585.1

Net tangible assets per share ($ per share)2.543.01

Approved on behalf of the Board on 18 May 2021

Alison Gerry Mark Tume


Director Director

The accompanying notes form part of these consolidated financial statements.

71

72
Consolidated Statement

of Cash Flows

For the year ended 31 March 2021

Notes

2021

$Millions

2020

$Millions

Cash flows from operating activities

Cash was provided from:

Receipts from customers1,175.0 1,495.0

Distributions received from associates73.6 75.2

Other dividends - 0.6

Interest received6.1 10.8

1,254.7 1,581.6

Cash was disbursed to:

Payments to suppliers and employees(953.1)(1,253.3)

Interest paid(159.9)(177.5)

Taxation paid(50.3)(50.8)

(1,163.3)(1,481.6)

Net cash inflow from operating activities24 91.4100.0

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of associates - 169.7

Capital returned from associates68.2 -

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

Proceeds from sale of property, plant and equipment - 19.4

Proceeds from sale of investment property34.8 -

Proceeds from sale of investments0.7 19.7

Return of security deposits127.6 14.4

231.3 816.5

Cash was disbursed to:

Purchase of investments(65.0)(1,132.5)

Lodgement of security deposits(219.4)(5.5)

Purchase of intangible assets(9.4)(12.9)

Interest capitalised on construction of fixed assets - (4.4)

Purchase of shares in subsidiaries, net of cash acquired(284.0)(5.2)

Purchase of investment properties(16.0)(22.9)

Purchase of property, plant and equipment(459.8)(463.3)

(1,053.6)(1,646.7)

Net cash inflow / (outflow) from investing activities(822.3)(830.2)

Cash flows from financing activities

Cash was provided from:

Proceeds from issue of shares294.1 396.8

Bank borrowings579.3 1,436.2

Issue of bonds184.6 544.5

1,058.0 2,377.5

Cash was disbursed to:

Repayment of bank debt(295.0)(824.4)

Repayment of lease liabilities(10.9)(12.1)

Loan establishment costs(6.2)(10.1)

Repayment of bonds(25.0)(288.2)

Infrastructure bond issue expenses(2.6)(6.0)

Share buyback - (3.7)

Share buyback of non-wholly owned subsidiary(96.2) -

Dividends paid to non-controlling shareholders in subsidiary companies(65.3)(92.3)

Dividends paid to owners of the Company3 (117.7)(113.7)

(618.9)(1,350.5)

Net cash inflow / (outflow) from financing activities439.1 1,027.0

Net increase / (decrease) in cash and cash equivalents(291.8)296.8

Foreign exchange gains / (losses) on cash and cash equivalents36.9 (10.4)

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

Adjustment for cash classified as assets held for sale10 (341.6)29.6

Cash and cash equivalents at end of the year133.8 730.3

The accompanying notes form part of these consolidated financial statements.

73
Consolidated Statement

of Changes in Equity

For the year ended 31 March 2021

Capital

$Millions

Revaluation

reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other

reserves

$Millions

Retained

earnings

$Millions

To ta l

$Millions

Non-

controlling

$Millions

Total

equity

$Millions

Balance as at 1 April 2020

754.9 655.1 (71.8)(108.4)902.4 2,132.2 1,207.7 3,339.9

Net surplus/(deficit) for the year

- - - - (49.2)(49.2)33.2 (16.0)

Other comprehensive income, after tax

Differences arising on translation of foreign operations

- - 100.0 - - 100.0 (13.5)86.5

Transfers to profit and loss on disposal of subsidiaries

- - - - - - - -

Net change in fair value of equity investments


at FVOCI - - - 46.1 - 46.1 - 46.1

Realisations on disposal of equity investments


at FVOCI - - - - - - - -

Ineffective portion of hedges taken to profit and loss

- - - - - - - -

Effective portion of changes in fair value of


cash flow hedges

- - - 118.3 - 118.3 75.6 193.9

Fair value movements in relation to the executive

share scheme

- - - - - - - -

Fair value change of property, plant & equipment

recognised in equity

- 112.2 - - - 112.2 58.3 170.5

Share of associates other comprehensive income

- - - 8.0 - 8.0 - 8.0

Total other comprehensive income

- 112.2 100.0 172.4 - 384.6 120.4 505.0

Total comprehensive income for the year - 112.2 100.0 172.4 (49.2)335.4153.6 4 8 9. 0

Contributions by and distributions to


non-controlling interest

Non-controlling interest arising on acquisition


of subsidiary

- - - - - - 240.9 240.9

Issue of shares to non-controlling interests

- - - - - - (91.6)(91.6)

Issue/(acquisition) of shares held by outside


equity interest - - - - - - - -

Total contributions by and distributions

to non-controlling interest

- - - - - - 149.3 149.3

Contributions by and distributions to owners

Shares issued

294.1 - - - - 294.1 - 294.1

Share buyback

- - - - - - - -

Shares issued under dividend reinvestment plan

- - - - - - - -

Conversion of executive redeemable shares

- - - - - - - -

Dividends to equity holders

- - - - (117.7)(117.7)(65.4)(183.1)

Total contributions by and distributions to owners

294.1 - - - (117.7)176.4 (65.4)111.0

Balance at 31 March 20211,049.0 767.3 28.2 64.0 735.52,644.01,445.2 4,089.2

The accompanying notes form part of these consolidated financial statements.

74
Consolidated Statement

of Changes in Equity

For the year ended 31 March 2020

Capital

$Millions

Revaluation

reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other

reserves

$Millions

Retained

earnings

$Millions

To ta l

$Millions

Non-

controlling

$Millions

Total

equity

$Millions

Balance as at 1 April 2019

361.8 685.0 (65.4)(50.4)715.0 1,646.0 1,098.5 2,744.5

Net surplus/(deficit) for the year

- - - - 241.2 241.2 243.0 484.2

Other comprehensive income, after tax

Differences arising on translation of foreign operations

- - (22.7) - - (22.7)5.2 (17.5)

Transfers to profit and loss on disposal of subsidiaries

- (21.5)16.3 0.4 - (4.8)(17.7)(22.5)

Net change in fair value of equity investments


at FVOCI - - - (1.0) - (1.0) - (1.0)

Realisations on disposal of equity investments


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

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

Effective portion of changes in fair value of


cash flow hedges

- - - (32.7) - (32.7)(21.3)(54.0)

Fair value movements in relation to the executive

share scheme

- - - (0.9) - (0.9) - (0.9)

Fair value change of property, plant & equipment

recognised in equity

- 22.9 - - 2 7. 2 50.1 (3.6)46.5

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

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

Total comprehensive income for the year - 1.4 (6.4)(58.0)270.9 2 0 7. 9 205.6 413.5

Contributions by and distributions


to non-controlling interest

Non-controlling interest arising on acquisition


of subsidiary

- - - - - - - -

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

Issue/(acquisition) of shares held by outside


equity interest

- - - - - - (5.2)(5.2)

Total contributions by and distributions


to non-controlling interest

- - - - - - (3.5)(3.5)

Disposal of Snowtown 2

- (31.3) - - 30.2 (1.1)(0.6)(1.7)

Contributions by and distributions to owners

Share issued

390.9 - - - - 390.9 - 390.9

Share buyback

(3.7) - - - - (3.7) - (3.7)

Shares issued under the dividend reinvestment plan

5.0 - - - - 5.0 - 5.0

Conversion of executive redeemable shares

0.9 - - - - 0.9 - 0.9

Dividends to equity holders

- - - - (113.7)(113.7)(92.3)(206.0)

Total contributions by and distributions to owners

393.1 - - - (113.7)279.4 (92.3)187.1

Balance at 31 March 2020754.9 655.1 (71.8)(108.4)902.4 2,132.2 1,207.7 3,339.9

The accompanying notes form part of these consolidated financial statements.

75
Notes to the Financial

Statements

For the year ended 31 March 2021

1 Accounting policies

A Reporting entity

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

New Zealand and registered under the Companies Act 1993. The

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

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

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

B Basis of preparation

The consolidated financial statements have been prepared in

accordance with New Zealand Generally Accepted Accounting

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

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

other applicable financial reporting standards as appropriate for

profit-oriented entities. The consolidated financial statements

comprise the Company, its subsidiaries and associates ('the

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

these consolidated financial statements is New Zealand dollars,

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

$Millions unless otherwise stated. The principal accounting

policies adopted in the preparation of these consolidated

financial statements are set out below. These policies have been

consistently applied to all the periods presented, unless otherwise

stated. Comparative figures have been restated where

appropriate to ensure consistency with the current period.

The consolidated financial statements comprise statements of the

following: comprehensive income; financial position; changes in

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

to those statements. The consolidated financial statements are

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

plant and equipment which is valued in accordance with

accounting policy (D), investment property valued in accordance

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

accordance with accounting policy (K).

Accounting estimates and judgements

The preparation of consolidated financial statements in

conformity with NZ IFRS requires management to make estimates

and assumptions that affect the reported amounts of assets and

liabilities at the date of the consolidated financial statements and

the reported amounts of revenues and expenses during the

reporting period. Future outcomes could differ from those

estimates. The principal areas of judgement in preparing these

consolidated financial statements are set out below.

Valuation of property, plant and equipment

Property, plant and equipment is recorded at cost less

accumulated depreciation and impairment losses, or at fair value

less accumulated depreciation and impairment losses. Where

property, plant and equipment is recorded at fair value,

valuations can include an assessment of the net present value of

the future earnings of the assets, the depreciated replacement

cost, and other market-based information in accordance with

asset valuation standards. The key inputs and assumptions that

are used in valuations, that require judgement, can include

projections of future revenues, volumes, operational and capital

expenditure profiles, capacity, terminal values, the application of

discount rates and replacement values. Key inputs and

assumptions are reassessed at each balance date to ensure there

has been no material change that may impact the valuation.

With respect to assets held at cost, judgements are made about

whether costs incurred relate to bringing an asset to its working

condition for its intended use, and therefore are appropriate for

capitalisation as part of the cost of the asset. The determination

of the appropriate life for a particular asset requires judgements

about, among other factors, the expected future economic

benefits of the asset and the likelihood of obsolescence.

Assessing whether an asset is impaired involves estimating the

future cash flows that the asset is expected to generate. This will,

in turn, involve a number of assumptions, including the assessment

of the key inputs that impact the valuation.

Valuation of investments including Associates

Infratil completes an assessment of the carrying value of

investments at least annually and considers objective evidence

for impairment on each investment, taking into account

observable data on the investment, the status or context of

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

intentions. Infratil notes the following matters which are

specifically considered in terms of objective evidence of

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

prolonged decline from cost, which should be recorded as an

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

that have occurred since the initial recognition date of the

investments, including its investment performance, its long-term

investment horizon, specific initiatives which reflect the strategic

or influential nature of its existing investment position and internal

valuations; and the state of markets. The assessment also

requires judgements about the expected future performance and

cash flows of the investment.

Derivatives

Certain derivatives are classified as financial assets or financial

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

and risk factors for these derivatives relate to energy price hedges

and their valuation. Energy price hedges are valued with

reference to financial models of future energy prices or market

values for the relevant derivative. Accounting judgements have

been made in determining hedge designation for the different

types of derivatives employed by the Group to hedge risk

exposures. Other derivatives including interest rate instruments

and foreign exchange contracts are valued based on market

information and prices.

Covid pandemic

Since the World Health Organisation characterised the outbreak

of the novel strain of coronavirus (‘covid’) as a pandemic on


11 March 2020, there have been extraordinary and wide-ranging

actions and measures undertaken by local public health

authorities and governments worldwide to slow and contain the

spread of the virus. The containment efforts taken to fight this

health crisis have included the implementation of travel bans,

border closings, quarantine periods and social distancing.

Significant economic stimulus packages were also deployed in

countries in which Infratil’s portfolio companies operate, including

reductions in the Official Cash Rate and other monetary policy

measures in both Australia and New Zealand, a Wage Subsidy

policy in New Zealand and the JobKeeper programme in Australia.

Taken as a whole, the Group has performed strongly despite the

challenges posed by the pandemic. Many of Infratil’s portfolio

companies provide essential services and demonstrated their

resilience throughout the financial year.


76
Known material impacts of the covid pandemic on the financial

position and/or performance of Infratil’s portfolio companies

during the year are summarised below.

Wellington International Airport (‘WIAL’)

covid has had a significant impact on the aviation industry


and on WIAL’s business. WIAL experienced a significant reduction

in passengers for the year ending 31 March 2021, and the

longer-term effects of covid and the potential impacts of the

pandemic continue to evolve. Whilst passenger traffic continues

to improve as domestic travel recovers, there remains uncertainty

around forecast domestic and international air travel from the

ongoing impacts of covid, and on WIAL’s cash flows as a

consequence.

During the year ended 31 March 2021 WIAL secured a temporary

waiver of certain financial covenants with its banking group and

USPP lender until the first compliance date, which is no later than

31 March 2022. WIAL also increased its bank facilities from


$100.0 million to $170.0 million and extended its bank facility

maturity dates. In addition, in May 2020 WIAL also put in place a

$75.8 million shareholder support agreement, in the form of a

commitment from both its shareholders for redeemable

preference shares. The shareholder support was not called upon

during the year. WIAL also issued a $100 million retail bond in

August 2020, the proceeds of which have been earmarked to

pre-fund WIAL’s $75 million bond maturity in May 2021.

Vodafone New Zealand (‘Vodafone’)

Vodafone experienced a reduction in roaming, pre-paid and


retail revenues during the year ended 31 March 2021 as a result

of the significant reduction in international travel to and from

New Zealand.

RetireAustralia

In response to the high level of uncertainty associated with covid,

RetireAustralia focused on ensuring certainty of funding to

continue delivering operational activities and resident safety

priorities by obtaining support from both its lenders and

shareholders in the first quarter of the financial year.

RetireAustralia’s lenders provided a waiver of certain covenants

under bank facility agreements until 31 December 2020 and

agreed to an increase in the core debt facility by A$30 million.


The additional A$30 million was not utilised by RetireAustralia

during the year.

RetireAustralia’s shareholders also committed to a capital

contribution of up to A$20 million (Infratil share: A$10 million) if

required by the Group to continue its operations.


The commitment was not called upon during the year.

There were no other known material impacts of covid on the

Group's financial performance for the year ended 31 March 2021,

or balance sheet as at 31 March 2021.

C Basis of preparing consolidated financial statements

Principles of consolidation

The consolidated financial statements are prepared by combining

the financial statements of all the entities that comprise the

consolidated entity. A list of significant subsidiaries and

associates is shown in Note 8. Consistent accounting policies are

employed in the preparation and presentation of the Group

consolidated financial statements.


D Property, plant and equipment

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

accumulated depreciation and impairment losses, or at fair value

less accumulated depreciation and impairment losses. Where

property, plant and equipment is recorded at fair value, valuations

are undertaken on a systematic basis. No individual asset is

included at an independent external valuation undertaken more

than five years previously. PPE that is revalued, is revalued to its fair

value determined by an independent valuer or by the Directors with

reference to independent experts, in accordance with NZ IAS 16

Property, Plant and Equipment. Where the assets are of a

specialised nature and do not have observable market values in

their existing use, depreciated replacement cost is used as the

basis of the valuation. Depreciated replacement cost measures

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

replace existing assets and offer the same amount of utility in their

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

observable market, an income-based approach is used.

Land, buildings, vehicles, plant and equipment, leasehold

improvements and civil works are measured at fair value or cost.

Renewable generation assets are shown at fair value, based on

periodic valuations by independent external valuers or by Directors

with reference to independent experts, less subsequent

depreciation.

Depreciation is provided on a straight line basis and the major

depreciation periods (in years) are:

Buildings and civil works 5-80

Vehicles, plant and equipment3-20

Renewable generation 12-200

Landnot depreciated

Leasehold improvements10-40

Capital work in progressnot depreciated until asset in use

E Investment properties

Investment properties are property (either owned or leased) held

to earn rental income. Investment properties are measured at fair

value with any change therein recognised in profit or loss.

Property that is being constructed for future use as investment

property is measured at fair value and classified as investment

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

the right of use asset is included within Investment properties.

F Receivables

Receivables are initially recognised at fair value and subsequently

measured at amortised cost, less any provision for expected

credit losses. The Group applies the simplified approach to

measuring expected credit losses using a lifetime expected loss

allowance for all trade receivables and contract assets. These

provisions take into account known commercial factors impacting

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

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

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

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

trends, are also taken into account.




77
G Investments in associates

Associates are those entities in which the Group has significant

influence, but not control, over the financial and operating

policies. Investments in associates are accounted for using the

equity method. Under the equity method, the investment in the

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

acquisition changes in the net assets of the associate and any

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

post-acquisition profits or losses is recognised in profit or loss,

and the Group’s share of post-acquisition movements in reserves

is recognised in other comprehensive income.

H Goodwill

The carrying value of goodwill is subject to an annual impairment

test to ensure the carrying value does not exceed the recoverable

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

goodwill is allocated to the individual cash-generating units to

which it relates. Any impairment losses are recognised in the

statement of comprehensive income. In determining the

recoverable amount of goodwill, fair value is assessed, including

the use of valuation models to calculate the present value of

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

where available with reference to listed prices.

I Assets and disposal groups held for sale

Assets and disposal groups classified as held for sale are

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

to sell. Assets and disposal groups are classified as held for sale if

their carrying amount will be recovered through a sale transaction

rather than through continuing use. This condition is regarded as

met only when the sale is highly probable and the asset (or

disposal group) is available for immediate sale in its present

condition and the sale of the asset (or disposal group) is expected

to be completed within one year from the date of classification.

J Taxation

Income tax comprises both current and deferred tax. Current tax

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

using tax rates enacted or substantively enacted at the balance

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

years. Deferred tax is recognised in respect of the differences

between the carrying amounts of assets and liabilities for

financial reporting purposes and the carrying amounts used for

taxation purposes.

The amount of deferred tax provided is based on the expected

manner of realisation or settlement of the carrying amount of

assets and liabilities, using tax rates enacted or substantively

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

recognised only to the extent that it is probable that future

taxable profits will be available against which the asset can be

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

Preparation of the consolidated financial statements requires

estimates of the amount of tax that will ultimately be payable,


the availability and recognition of losses to be carried forward

and the amount of foreign tax credits that will be received.

K Derivative financial instruments

When appropriate, the Group enters into agreements to manage

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

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

Group does not hold or issue derivative financial instruments for

speculative purposes. However, certain derivatives do not qualify

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

value through profit or loss. Derivative financial instruments are

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

Subsequent to initial recognition, derivative financial instruments

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

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

the derivative is designated effective as a hedging instrument, in

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

the nature of the hedging relationship. The Group identifies

certain derivatives as hedges of highly probable forecast

transactions to the extent the hedge meets the hedge

designation tests.

Hedge accounting

The Group designates certain hedging instruments as either cash

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

inception of the hedge relationship the Group documents the

relationship between the hedging instrument and hedged item,

along with its risk management objectives and its strategy for

undertaking various hedge transactions. Furthermore, at the

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

documents whether the hedging instrument that is used in the

hedging relationship is highly effective in offsetting changes in fair

values or cash flows of the hedged item.

The effective portion of changes in the fair value of derivatives

that are designated and qualify as cash flow hedges are

recognised in other comprehensive income and presented in

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

recognised in profit or loss. The amounts presented in equity


are recognised in profit or loss in the periods when the

hedged item is recognised in profit or loss.

Hedge accounting is discontinued when the Group revokes the

hedging relationship, the hedging instrument expires or is sold,

terminated, or exercised, or no longer qualifies for hedge

accounting. Any cumulative gain or loss recognised in equity at

that time remains in equity and is recognised when the forecast

transaction is ultimately recognised in profit or loss. When a

forecast transaction is no longer expected to occur, the

cumulative gain or loss that was recognised in equity is

recognised in profit or loss.

Foreign currency differences arising on the retranslation of a

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

foreign operation are recognised directly in equity, in the foreign

currency translation reserve, to the extent that the hedge is

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

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

investment is disposed of, the cumulative amount in equity is

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

on disposal.

L Foreign currency transactions

Transactions in foreign currencies are translated to the respective

functional currencies of Group entities at exchange rates at the

dates of the transactions. Monetary assets and liabilities

denominated in foreign currencies at the reporting date are

translated to the functional currency at the exchange rate at that

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

difference between amortised cost in the functional currency at the

beginning of the period, adjusted for interest and payments during

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

78
the exchange rate at the end of the period. Non-monetary assets

and liabilities denominated in foreign currencies that are measured

at fair value are translated to the functional currency at the

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

Foreign currency differences arising on translation are recognised in

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

net investment in a foreign operation.

Foreign operations

The assets and liabilities of foreign operations including goodwill

and fair value adjustments arising on acquisition, are translated to

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

income and expenses of foreign operations are translated to


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

M Impairment of assets

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

its assets to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication

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

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

asset does not generate cash flows that are independent from

other assets, the Group estimates the recoverable amount of the

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

intangible assets with indefinite useful lives and intangible assets

not yet available for use are tested for impairment annually and

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

N Revenue recognition

Revenue is measured based on the consideration specified in a

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

of the various performance obligations in the Group’s contracts

with customers and when revenue is recognised is outlined at

Note 11 (Revenue).

Interest revenues are recognised as accrued, taking into account

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

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

income is recognised when the right to receive the payment is

established.

O Borrowings

Borrowings are recorded initially at fair value, net of transaction

costs. Subsequent to initial recognition, borrowings are measured

at amortised cost with any difference between the initial

recognised amount and the redemption value being recognised

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

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

costs incurred in arranging finance are capitalised and amortised

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

P Discontinued operations

Classification as a discontinued operation occurs on disposal, or

when the operation meets the criteria to be classified as a

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

earlier, and represents a separate major line of business or

geographical area of operations. When an operation is classified

as a discontinued operation, the comparative statement of

comprehensive income is re-presented as if the operation had

been discontinued from the start of the comparative year.

Q Segment reporting

An operating segment is a component of the Group that engages

in business activities from which it may earn revenues and incur

expenses, including revenues and expenses that relate to

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

operating segments' operating results are reviewed regularly by

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

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

for which discrete financial information is available.

The Group is organised into six main business segments,

Trustpower, Tilt Renewables, Wellington International Airport,

Qscan Group, Associate Companies and Other. Other comprises

investment activity not included in the specific categories.

R Adoption status of relevant new financial reporting

standards and interpretations

The Group has early adopted amendments to NZ IAS 1

Presentation of Financial Statements for the year ended

31 March 2021. The amendments clarify the classification of

liabilities as current or non-current. The Group has applied this

amended classification of current and non-current liabilities in

determining the classification of loan facilities within these

financial statements.

S New standards, amendments and pronouncements

not yet adopted by the Group

There are no new standards that are not yet effective that would

be expected to have a material impact on the Group, in the current

or future reporting periods, and foreseeable future transactions.

79
2 Nature of business

The Group owns and operates infrastructure businesses and

investments in New Zealand, Australia, the United States and

Europe. The Company is a limited liability company incorporated

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

is 5 Market Lane, Wellington, New Zealand.

More information on the individual businesses is contained in Note

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

including the relative contributions to total revenue and expenses

of the Group.


3 Infratil shares and dividends

Ordinary shares (fully paid)

20212020

Total authorised and issued shares

at the beginning of the year659,678,837 559,278,166

Movements during the year:

New shares issued63,273,696 99,992,228

New shares issued under dividend

reinvestment plan - 1,030,793

Treasury Stock reissued under

dividend reinvestment plan - -

Conversion of executive

redeemable shares- 265,267

Share buyback- (887,617)

Total authorised and issued

shares at the end of the year722,952,533 659,678,837

During the period the Company issued new shares to provide

additional balance sheet flexibility and to fund growth

investments across Infratil’s existing portfolio companies, as well

as providing the opportunity to take advantage of any new

investment opportunities that may arise. In total, net proceeds

after issue costs of $294.1 million were raised via an institutional

placement and share purchase plan for existing shareholders.

During the comparative period the Company issued new shares

to support the acquisition of a 49.9% share of Vodafone New

Zealand Limited, raising net proceeds after issue costs of


$390.9 million via an institutional placement and an entitlement

offer to existing shareholders. All fully paid ordinary shares have

equal voting rights and share equally in dividends and equity.

At 31 March 2021 the Group held 1,662,617 shares as Treasury

Stock (31 March 2020: 1,662,617).

Dividends paid on ordinary shares

2021

Cents per

share

2020


Cents per

share

2021

$Millions

2020

$Millions

Final dividend prior year11.00 11.00 72.6 72.5

Interim dividend


current year6.25 6.25 45.2 41.2

Dividends paid on

ordinary shares17.25 17.25 117.7 113.7



4 Earnings per share

2021

$Millions

2020


$Millions

Net surplus from continuing operations

attributable to ordinary shareholders (120.8)(237.8)

Basic and diluted earnings per share (cps)

from continuing operations(17.0)(37.1)

Net surplus attributable to ordinary

shareholders(49.2)241.2

Basic and diluted earnings per share (cps)(6.9)37.6

Weighted average number of ordinary shares

Issued ordinary shares at 1 April 659.7 559.3

Effect of new shares issued4 9. 6 81.5

Effect of new shares issued under dividend

reinvestment plan - 0.3

Effect of Treasury Stock reissued under

dividend reinvestment plan - -

Effect of conversion of executive


redeemable shares- 0.2

Effect of shares bought back - -

Weighted average number of ordinary

shares at end of year 709.3 641.3

80
5 Operating segments

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

Qscan Group is a diagnostic imaging investment. Associates comprises Infratil's investments that are not consolidated for financial

reporting purposes including CDC Data Centres, Vodafone New Zealand, RetireAustralia, Longroad Energy and Galileo Green Energy.

Further information on these investments is outlined in Note 6. The Group's investment in Tilt Renewables was classified as Held for Sale

and treated as a Discontinued Operation as at 31 March 2021. Further information on this investment is outlined in Note 10.1. All other

segments and corporate predominately includes the activities of the Parent Company. The group has no significant reliance on any

one customer. Inter-segment revenue primarily comprises dividends from Trustpower and subvention income from Wellington

International Airport.

Trustpower

New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

Qscan

Group

Australia

$Millions

Associates

$Millions

All other

segments

and

corporate

New Zealand

$Millions

Eliminations

and

discontinued

operations

$Millions

To ta l

$Millions

For the year ended

31 March 2021

Total revenue952.8 137.4 68.8 65.5 - 100.2 (137.4)1,187.3

Share of earnings of associate companies - - - - 182.6 - - 182.6

Inter-segment revenue - - - - - (90.0)(38.3)(128.3)

Total income952.8 137.4 68.8 65.5 182.6 10.2 (175.7)1,241.6

Operating expenses (752.5)(57.2)(32.8)(62.9) - (187.5)5.4 (1,087.5)

Interest income0.5 3.2 0.7 - - 0.3 (3.1)1.6

Interest expense(30.8)(15.0)(27.2)(5.1) - (76.9)14.9 (140.1)

Depreciation and amortisation(45.4)(43.8)(29.6)(7.9) - - 43.9 (82.8)

Net gain/(loss) on foreign exchange and

derivatives(83.5)78.5 1.4 - - 25.6 (78.4)(56.4)

Net realisations, revaluations and

impairments - - 8.7 - - 23.1 - 31.8

Taxation expense(10.3)(31.5)12.4 (2.0) - 4.2 31.4 4.2

Net surplus/(loss) for the year30.8 71.6 2.4 (12.4)182.6 (201.0)(161.6)(87.6)

Net surplus/(loss) attributable to owners of

the company17.4 4 7. 1 1.8 (7.0)182.6 (201.0)(161.7)(120.8)

Net surplus/(loss) attributable to


non-controlling interests13.4 24.5 0.6 (5.4) - - 0.1 33.2

Current assets3 40.9404.6 96.8 43.6 - 63.6 1,848.8 2,798.3

Non-current assets2,001.51,803.2 1,399.1 897.2 2,126.9 3 5 9. 8(1,848.8)6,738.9

Current liabilities317.665.4 117.9 41.9 - 288.0841.2 1,672.0

Non-current liabilities9 3 7. 9 841.3 705.3 350.7 - 1,782.0 (841.2)3,776.0

Net assets1086.91,301.1 672.7 548.2 2,126.9 (1,646.6)- 4,089.2

Non-controlling interest percentage 49.0% 34.4% 34.0% 43.7% - - -

Capital expenditure and investment36.4 377.435.0 309.6 55.1 23.5 - 8 3 7. 0

Trustpower
New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

NZ Bus

New Zealand

$Millions

Perth Energy

Australia

$Millions

Associates

$Millions

All other

segments

and

corporate

New Zealand

$Millions

Eliminations

and

discontinued

operations

$Millions

To ta l

$Millions

For the year ended

31 March 2020

Total revenue990.0 179.2 146.4 76.1 114.2 - 135.1 (371.1)1,269.9

Share of earnings of associate

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

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

Total income990.0 179.2 146.4 76.1 114.2 87.3 9. 8 (413.5)1,189.5

Operating expenses(803.5)(55.5)(43.2)(70.2)(102.1) - (170.5)272.0 (973.0)

Interest income0.6 7. 6 0.7 - 0.1 - 7. 3 (13.2)3.1

Interest expense(32.4)(49.0)(25.5)(3.9)(3.6) - (90.2)56.5 (148.1)

Depreciation and amortisation(42.5)(76.3)(28.4)(7.1)(2.6) - (0.1)85.8 (71.2)

Net gain/(loss) on foreign

exchange and derivatives16.2 (9.0)0.1 - - - (1.1)9. 0 15.2

Net realisations, revaluations

and impairments8.9 511.5 (11.4)(68.6)(22.9) - 6 7. 7 (486.0)(0.8)

Taxation expense(39.6)(4.9)34.5 1.7 (4.2) - (6.1)9. 1 (9.5)

Net surplus/(loss) for the year97.7 503.6 73.2 (72.0)(21.1)87.3 (183.2)(480.3)5.2

Net surplus/(loss) attributable to

owners of the company48.6 330.7 52.6 (72.0)(21.4)87.3 (183.2)(480.0)(237.4)

Net surplus/(loss) attributable to

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

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

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

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

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

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

Non-controlling interest

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

Capital expenditure and

investments34.3 506.4 80.6 2.7 0.2 1,134.5 41.0 (3.0)1,796.7

81

82
New Zealand

$Millions

Australia

$Millions

United States

$Millions

Europe

$Millions

Eliminations &

discontinued

operations

$Millions

To ta l

$Millions

For the year ended 31 March 2021

Total revenue1,169.1 155.6 - - (137.4)1,187.3

Share of earnings of associate companies(27.2)165.5 4 7. 9 (3.6) - 182.6

Inter-segment revenue(90.0) - - - (38.3)(128.3)

Total income1,051.9 321.1 4 7. 9 (3.6)(175.7)1,241.6

Operating expenses(1,120.3)(62.7) - - 95.5 (1,087.5)

Interest income3.9 0.8 - - (3.1)1.6

Interest expense(137.4)(17.6) - - 14.9 (140.1)

Depreciation and amortisation(90.4)(36.3) - - 43.9 (82.8)

Net gain/(loss) on foreign exchange and derivatives(55.8)77.8 - - (78.4)(56.4)

Net realisations, revaluations and impairments5 7. 9(26.1) - - - 31.8

Taxation expense(3.7)(23.5) - - 31.4 4.2

Net surplus/(loss) for the year(293.9)233.5 4 7. 9 (3.6)(71.5)(87.6)

Current assets522.0427.5 - - 1,848.8 2,798.3

Non-current assets5,015.33,397.6 118.4 10.8 (1,803.2)6,738.9

Current liabilities7 4 9. 7 81.1 - - 841.2 1,672.0

Non-current liabilities3,775.0 909.2 - - (908.2)3,776.0

Net assets1,012.6 2,835.0 118.410.8112.6 4,089.2

Capital expenditure and investments238.6540.845.8 11.8 - 8 3 7. 0

For the year ended 31 March 2020

Total revenue1,391.4 249.6 - - (371.1)1,269.9

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

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

Total income1,241.5 357.4 4.7 (0.6)(413.5)1,189.5

Operating expenses(1,147.5)(97.5) - - 272.0 (973.0)

Interest income9. 1 7. 2 - - (13.2)3.1

Interest expense(170.0)(34.6) - - 56.5 (148.1)

Depreciation and amortisation(100.2)(56.8) - - 85.8 (71.2)

Net gain/(loss) on foreign exchange and derivatives15.7 (9.5) - - 9. 0 15.2

Net realisations, revaluations and impairments(3.4)488.6 - - (486.0)(0.8)

Taxation expense(11.2)(7.4) - - 9. 1 (9.5)

Net surplus/(loss) for the year(166.0)6 4 7. 4 4.7 (0.6)(480.3)5.2

Current assets268.1 665.2 - - - 933.3

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

Current liabilities357.1 64.3 - - - 421.4

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

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

Capital expenditure and investments1,249.8 512.5 34.0 3.4 (3.0)1,796.7

Entity wide disclosure – geographical

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

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

Tilt Renewables was classified as Held for Sale and treated as Discontinued Operations as at 31 March 2021.

83
6 Investments in associates

Note

2021

$Millions

2020

$Millions

Investments in associates are as follows:

Vodafone New Zealand6.1857.3 974.0

CDC Data Centres6.2873.0 693.4

RetireAustralia6.3340.9 291.5

Longroad Energy 6.444.9 -

Galileo Green Energy10.8 3.0

Investments in associates2,126.91,961.9

Note

2021

$Millions

2020

$Millions

Equity accounted earnings of associates are as follows:

Vodafone New Zealand

6.1(27.2)(24.7)

CDC Data Centres6.2134.3 161.0

RetireAustralia6.331.2 (53.7)

Longroad Energy 6.447.9 4.7

Galileo Green Energy(3.6)(0.5)

Share of earnings of associate companies182.6 86.8

6.1 Vodafone New Zealand

Vodafone New Zealand ('Vodafone') is one of New Zealand’s leading digital services and connectivity companies. Infratil holds a

49.9% shareholding in ICN JV Investments Limited (the ultimate parent company of Vodafone), alongside investment partners

Brookfield Asset Management Inc. (49.9%) and Vodafone management (0.2%).

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

2021

$Millions

2020

$Millions

Carrying value at 1 April974.0-

Acquisition of shares- 690.3

Capitalised transaction costs - 0.2

Shareholder loan - 339.4

Total capital contributions during the year- 1,029.9

Interest on shareholder loan9. 7 9. 3

Share of associate’s surplus/(loss) before income tax(47.2)(45.1)

Share of associate’s income tax (expense)10.3 11.1

Total share of associate’s earnings during the year(27.2)(24.7)

Share of associate's other comprehensive income7. 2 (6.2)

less: Distributions received(26.4)(19.1)

less: Shareholder loan repayments including interest(70.3)(5.9)

Carrying value of investment in associate857.3 974.0

84
Summary financial information:

2021

$Millions

2020

$Millions

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

Current assets487.7 598.7

Non-current assets3,613.4 3,811.7

Total assets4,101.1 4,410.4

Current liabilities563.7 580.9

Non-current liabilities2,385.2 2,565.0

Total liabilities2,948.9 3,145.9

Net assets (100%)1,152.2 1,264.5

Group's share of net assets574.8 631.0

Revenues1,950.4 1,382.6

Net surplus/(loss) after tax(69.4)(68.1)

Total other comprehensive income6.4 2.2

2021

$Millions

2020

$Millions

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

Group's share of net assets574.8 631.0

add: Shareholder loan282.3 342.8

add: Capitalised transaction costs0.2 0.2

Carrying value of investment in associate857.3 974.0

85
6.2 CDC Data Centres

CDC Data Centres ('CDC') is an owner, operator and developer of data centres, with operations in Canberra, Sydney and Auckland.

Infratil holds a 48.08% shareholding in CDC Group Holdings Pty Ltd (the ultimate parent company of CDC), alongside investment

partners the Commonwealth Superannuation Corporation (24.04%), Future Fund (24.04%) and CDC management (3.84%).

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

2021

$Millions

2020

$Millions

Carrying value at 1 April693.4 555.3

Acquisition of shares8.3 -

Capitalised transaction costs - -

Shareholder loan - 8.1

Total capital contributions during the year8.3 8.1

Interest on shareholder loan10.6 14.2

Share of associate’s surplus/(loss) before income tax178.6 216.6

Share of associate’s income tax (expense)(58.0)(69.8)

add: share of associate's share capital issue, net of dilution3.1 -

Total share of associate’s earnings during the year134.3 161.0

Share of associate's other comprehensive income(0.6) -

less: Shareholder loan repayments including interest(5.8)(16.1)

Foreign exchange movements43.4 (14.9)

Carrying value of investment in associate873.0 693.4

Summary financial information:

2021

A$Millions

2020

A$Millions

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

Current assets152.3 87.2

Non-current assets3,202.6 2,703.3

Total assets3,354.9 2,790.5

Current liabilities72.2 73.3

Non-current liabilities1,963.1 1,654.1

Total liabilities2,035.3 1,727.4

Net assets (100%)1,319.6 1,063.1

Group's share of net assets634.5 512.6

Revenues187.5 173.6

Net surplus/(loss) after tax234.2 289.1

Total other comprehensive income - -

2021

$Millions

2020

$Millions

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

Group's share of net assets in NZD690.9 526.3

add: Shareholder loan182.1 167.1

Carrying value of investment in associate873.0 693.4

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

rates used to convert the summary financial information to the Group's functional currency (NZ$) were 0.9182 (Spot rate) and 0.9338 (Average rate) (2020:

Spot rate 0.9740, Average rate 0.9501).

86
6.3 RetireAustralia

RetireAustralia is an owner, operator and developer of retirement villages, with villages in New South Wales, Queensland and South

Australia. Infratil holds a 50% shareholding in RA (Holdings) 2014 Pty Limited (the ultimate parent company of RetireAustralia), with

investment partner the New Zealand Superannuation Fund holding the other 50%.

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

2021

$Millions

2020

$Millions

Carrying value at 1 April291.5 289.3

Acquisition of shares- 61.3

Total capital contributions during the year-61.3

Share of associate’s surplus/(loss) before income tax31.2 (53.7)

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

Total share of associate’s earnings during the year31.2 (53.7)

Share of associate's other comprehensive income - -

less: Distributions received - -

Foreign exchange movements recognised in other comprehensive income18.2 (5.4)

Carrying value of investment in associate340.9 291.5

Summary financial information:

2021

A$Millions

2020

A$Millions

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

Current assets204.6 196.4

Non-current assets2,389.3 2,266.4

Total assets2,593.9 2,462.8

Current liabilities1,777.0 1,738.0

Non-current liabilities190.7 157.1

Total liabilities1,967.7 1,895.1

Net assets (100%)626.2 567.7

Group's share of net assets313.1 283.9

Group's share of net assets and carrying value of investment in associate ($NZD)340.9 291.5

Revenues9 9. 0 77.5

Net surplus/(loss) after tax55.6 (102.1)

Total other comprehensive income - -

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

exchange rates used to convert the summary financial information to the Group's functional currency (NZ$) were 0.9182 (Spot rate) and 0.9338 (Average

rate) (2020: Spot rate 0.9740, Average rate 0.9501).

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

current liabilities as RetireAustralia does not have the right at the end of the reporting period to defer settlement of the liability for at least 12 months

(residents may give notice of their intention to vacate their unit with immediate effect). In contrast, the corresponding assets are classified as non-current

under Accounting Standards.

87
6.4 Longroad Energy

Longroad Energy Holdings, LLC ('Longroad Energy'), is a Boston, MA, headquartered renewable energy developer focused on the

development, ownership, and operation of utility-scale wind and solar energy projects throughout North America. Infratil holds a

40% shareholding in Longroad Energy, alongside investment partners the New Zealand Superannuation Fund (40%) and

Longroad Energy management (20%).

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

2021

$Millions

2020

$Millions

Carrying value at 1 April- 10.8

Capital contributions35.0 31.8

Shareholder loan - -

Total capital contributions during the year35.0 31.8

Share of associate’s surplus/(loss) before income tax4 7. 9 4.7

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

Total share of associate’s earnings during the year4 7. 9 4.7

Share of associate’s other comprehensive income1.5 (15.0)

less: Distributions received

(28.2)(29.0)

less: Capital returned(11.3)(4.4)

Foreign exchange movements - 1.1

Carrying value of investment in associate4 4.9 -

Summary financial information:

31 December

2020

US$Millions

31 December

2019

US$Millions

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

Current assets111.0 153.0

Non-current assets1,817.3 1,247.3

Total assets1,928.3 1,400.3

Current liabilities78.2 270.0

Non-current liabilities1,059.6 1,059.8

Total liabilities1,137.8 1,329.8

Net assets (100%)790.5 70.5

Adjustment for movements between 31 December and 31 March17.6 (57.4)

less: Non-controlling interests at 31 March(729.6)(29.2)

Net assets attributable to owners of Longroad Energy as at 31 March78.5 (16.1)

Group's share of net assets at 31 March31.4 (5.7)

Group's share of net assets at 31 March (NZ$)4 4.9 (9.6)

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

Carrying value of investment in associate (NZ$)4 4.9 -

Revenues263.4 94.3

Net surplus/(loss) after tax8 9.9 6.8

Total other comprehensive income - (10.2)

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

exchange rates used to convert the summary financial information to the Group's functional currency (NZ$) were 0.6989 (Spot rate) and 0.6711 (Average

rate) (2020: Spot rate 0.5997, Average rate 0.6474).

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

balance date of 31 December and are reported as at that date. An adjustment to the carrying value of the investment in Longroad Energy was recorded

at 31 March 2020, as under NZ IAS 28 the carrying amount of the investment is not permitted to reduce below zero.

88
Letter of credit facility

Longroad has obtained an uncommitted secured letter of credit facility of up to US$200 million (31 March 2020: US$150 million) from

HSBC Bank. Letters of credit under the Facility are on issue to beneficiaries to support the development and continued operations of

Longroad. Infratil has provided shareholder backing of the Longroad Letter of Credit facility, specifically, Infratil (and the New Zealand

Superannuation Fund) have collectively agreed to meet up to US$200 million of capital calls (i.e. subscribe for additional units) equal to

Longroad’s reimbursement obligation in the event that a Letter of Credit is called and Longroad cannot fund the call, taking into

account immediately available working capital. As at 31 March 2021, US$121.4 million (Infratil share: US$60.7 million)

(31 March 2020: US$113.5 million) in Letters of Credit are on issue under the Longroad Letter of Credit facility.

7 Other investments

2021

$Millions

2020

$Millions

Australian Social Infrastructure Partners- 33.4

Clearvision Ventures73.6 30.1

Other7. 37. 9

Other investments80.971.4

Australian Social Infrastructure Partners

At 31 March 2021, Australian Social Infrastructure Partners ("ASIP") is treated as held for sale, refer to note 10.2.

Clearvision Ventures

In February 2016 Infratil made an initial commitment of US$25 million to the California based Clearvision Ventures. An additional

commitment of US$25 million was made in May 2020 bringing Infratil's total commitment to US$50 million. The strategic objective is to

help Infratil's businesses identify and engage with technology changes that will impact their activities. As at 31 March 2021 Infratil has

made total contributions of US$28.1 million (31 March 2020: US$21.0 million), with the remaining US$21.9 million commitment uncalled

at that date.

8 Investment in subsidiaries and associates

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

subsidiaries and associates is 31 March with exceptions noted.

2021

Holding

2020

HoldingPrincipal Activity

Subsidiaries

New Zealand

Infratil Finance Limited100.0%100.0%Finance

Infratil Infrastructure Property Limited100.0%100.0%Property

Tilt Renewables Limited65.5%65.6%Electricity generation

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

Wellington International Airport Limited66.0%66.0%Airport

Australia

Qscan Group Holdings Newco Pty (Qscan Group)56.3%-Diagnostic imaging

Associates

New Zealand

ICN JV Investments Limited (Vodafone)4 9.9 %49.9%Telecommunications

Australia

CDC Group Holdings Pty Limited (CDC)48.08%48.22%Data Centres

RA (Holdings) 2014 Pty Limited (RetireAustralia)50.0%50.0%Retirement Living

United States

Longroad Energy Holdings, LLC

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

Europe

Galileo Green Energy, LLC40.0%40.0%Renewable Energy Development

89
9 Acquisition of subsidiary

On 22 December 2020, Infratil acquired 56.25% of Qscan Group Holdings Pty Limited (subsequently renamed Qscan Intermediary 1 Pty

Limited) (‘Qscan Group’), a comprehensive diagnostic imaging practice located in Australia. Infratil invested in conjunction with the

Morrison & Co Growth Infrastructure Fund (‘MGIF’) (14.06%) and existing doctor and management shareholders (29.69%). Infratil has

determined that Qscan Group is a subsidiary based on its voting equity interest and has therefore consolidated Qscan Group from the

acquisition date.

The transaction was settled in cash through a combination of equity contributions and external debt funding, inclusive of transaction

costs relating to the acquisition. Infratil’s cash consideration transferred was A$289.6 million. The non-controlling interest is determined

by the cash consideration transferred of A$72.6 million from MGIF and A$152.9 million from doctor and management shareholders.

The nature of the holding structure under which Infratil and its investment partners acquired Qscan Group meant that Qscan

Intermediary 1 Pty Limited ultimately acquired 100% of the shares in Qscan Group. As a result, NZ IFRS 3

Business Combinations ('NZ IFRS

3') is required to be applied on acquisition. NZ IFRS 3 requires that the identifiable assets and liabilities acquired as part of the business

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

recognised as goodwill. Acquisition related costs are recognised in the consolidated statement of comprehensive income as incurred.

The fair value of intangible assets acquired (including hospital contracts and brands) has been measured on a provisional basis. The

valuation of the brands and hospital contracts will be conducted post finalisation of the 31 March 2021 financial statements and

therefore amounts in the financial statements will be reported as provisional. If new information obtained within one year of the date of

acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any

additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.

Goodwill has been provisionally recognised at fair value on the carrying value of the identifiable assets and liabilities acquired,

including intangible assets. The total consideration transferred, including completion cash adjustments, exceeded the fair values of the

net assets acquired and the incremental amount paid of $691.3 million has been recognised as goodwill. The initial recognition

exemption in NZ IAS 12 has been applied to goodwill and therefore, no deferred tax deduction has been recognised.

Consideration Transferred

The following table summarises the acquisition date fair value of each major class of consideration transferred.

22 December

2020

$Millions

Purchase consideration (100%)

Cash consideration paid550.3

Completion cash adjustment(28.5)

Total Consideration521.8

90
The following table summarises the recognised amounts of assets acquired, and liabilities assumed at the date of acquisition:

22 December 2020

Fair Value

(Provisional)

$Millions

Assets (100%)

Cash and cash equivalents12.7

Trade and other accounts receivable and prepayments13.2

Right of use assets74.6

Intangible assets19.3

Property, plant and equipment101.6

Deferred tax asset7. 7

Total assets at fair value229.1

Liabilities (100%)

Accounts payable, accruals and other liabilities35.6

Lease liabilities78.0

Interest bearing loans and borrowings271.7

Total liabilities at fair value385.3

Total identifiable assets at fair value (100%)(156.2)

Goodwill arising on acquisition (provisional)678.0

Foreign exchange movements during the period13.3

Goodwill at as at 31 March 2021691.3

Infratil cash consideration309.6

Non-controlling interest240.7

Completion cash adjustment(28.5)

Total cash consideration521.8

10 Discontinued operations and assets held for sale
Notes

2021

$Millions

2020

$Millions

Summary of results of discontinued operations

Tilt Renewables10.171.6 503.6

ANU Student Accommodation-66.6

NZ Bus-(69.2)

Perth Energy-(19.4)

Snapper Services-(2.6)

Net surplus from discontinued operations after tax71.6 479.0

10.1 Tilt Renewables

On 15 March 2021, Infratil confirmed its support for the acquisition of Tilt Renewables under a Scheme of Arrangement by a consortium

comprising Powering Australian Renewables (‘PowAR’) and Mercury NZ Limited (‘Mercury’). Under the Scheme Implementation

Agreement (‘SIA’), it is proposed that PowAR will acquire Tilt's Australian business, and Mercury will acquire Tilt's New Zealand business.

Under the original proposal, Tilt shareholders were to receive NZ$7.80 per share in cash on completion. Subsequent to balance date, Tilt

Renewables announced that it had amended the SIA to increase the scheme consideration to NZ$8.10 per share. As a result of that

increase, Infratil’s gross proceeds are expected to be approximately $2,000.2 million. As the carrying amount of the Group’s investment

in Tilt is expected to be recovered through a sale transaction, the investment in Tilt has been classified as held for sale and a

discontinued operation at 31 March 2021. The comparative consolidated statement of comprehensive income and respective notes

have been re-presented to show the discontinued operation separately from continuing operations. As at 31 March 2021 the expected

sales proceeds less costs to sell are higher than the carrying amount and as a result no adjustment has been made to the carrying

value of Infratil's investment.

2021

$Millions

2020

$Millions

Results of discontinued operation

Revenue137.4 179.2

Operating expenses57.3 55.5

Results from operating activities80.1 123.7

Depreciation(43.9)(76.3)

Net realisations, revaluations, impairments78.5 502.5

Net financing expense(12.0)(41.4)

Net surplus/(loss) before tax102.7 508.5

Taxation (expense)/credit(31.1)(4.9)

Net surplus/(loss) from discontinued operation after tax71.6 503.6

Basic and diluted earnings per share (cents per share)1 7. 9 78.5

Current assets2,207.81,482.4

Current liabilities906.7 561.7

Net assets of discontinued operation1,301.1920.7

The profit from the discontinued operation is 65.5% attributable to the owners of


the Company in line with Infratil's ownership percentage of Tilt Renewables.

Cash flows from/(used in) discontinued operation

Net cash from/(used in) operating activities34.8 595.6

Net cash from/(used in) investing activities(391.3)(316.6)

Net cash from/(used in) financing activities(34.9)(99.4)

Net cash flows for the year(391.4)179.6

91

92
2021

$Millions

Effect of reclassification of the disposal group on the financial position of the Group

Cash and cash equivalents(341.6)

Trade, accounts receivable and prepayments(25.7)

Right of use assets(143.1)

Property, plant and equipment(1,424.7)

Intangible assets & goodwill(33.7)

Income tax receivable -

Derivative financial instruments(233.6)

Accounts payable, accruals and other liabilities 20.4

Interest bearing loans and borrowings 532.8

Lease liabilities 144.6

Deferred tax 137.8

Derivative financial instruments 65.7

Net reclassification of (assets) and liabilities(1,301.1)

There was $129.4 million of cumulative income/(loss) recognised in other comprehensive income relating to Tilt Renewables at


31 March 2021 (31 March 2020: $31.3 million).

The effect of the reclassification of the discontinued operation on the financial position of the Group is to transfer the carrying value


of the individual assets and liabilities that relate to Tilt Renewables to assets and liabilities held for sale at 31 March 2021.

10.2 Australian Social Infrastructure Partners

As at 31 March 2021, Infratil owns 56.5% of Australian Social Infrastructure Partners ('ASIP'), which in turn holds a 9.95% share of the

equity in the New Royal Adelaide Hospital public-private partnership (‘PPP’). No further Capital Calls are forecast from ASIP.

As at 31 March 2021 the carrying amount of the Group's investment in ASIP is expected to be recovered through a sale transaction

and therefore it has been classified as held for sale.

11 Revenue

2021

$Millions

2020

$Millions

Electricity722.6 762.6

Gas29.8 2 9.9

Telecommunications105.2 98.1

Revenue allocated to customer incentives28.2 2 7. 9

Aircraft movement and terminal charges34.0 80.8

Transport, hotel and other trading activities20.9 39.1

Radiology practice services36.5 -

Radiology services28.6 -

Other53.2 63.7

Total operating revenue1,059.0 1,102.1

93
Revenue Recognition Policies

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

revenue is recognised is outlined below:

Description of performance obligationsTiming and satisfaction of performance obligations

Electricity and Gas - Sales to customers

Revenue received or receivable from the sale of electricity and

gas to mass market, commercial and industrial customers by

Trustpower.

Where Trustpower provides a bundle of services (such as

electricity and telecommunications) to a customer and a discount

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

each distinct performance obligation based on the relative

standalone selling price of those services.

Revenue is recognised at the point in time of supply and

customer consumption. Customer consumption of electricity

and gas is measured and billed by calendar month for half

hourly metered customers and in line with meter reading

schedules for non-half hourly metered customers. Accordingly,

revenues from electricity and gas sales include an estimated

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

period for non-half hourly metered customers.

Telecommunications

This category comprises Trustpower’s revenue from the sale of

broadband, mobile and other telecommunications services.

Where Trustpower provides a bundle of services (such as

electricity and telecommunications) to a customer and a discount

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

each distinct performance obligation based on the relative

standalone selling price of those services.

Revenue is recognised at the point in time of supply and

customer consumption. Generally billed and paid on a monthly

billing cycle.

Revenue allocated to customer incentives

Trustpower offers new customers goods, including appliances and

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

and telecommunications services. These incentives are

considered performance obligations in their own right and a

proportion of the revenue expected to be received over the

contract period is allocated to these physical goods

proportionately to their standalone selling price.

Revenue allocated to customer incentives is recognised upon

delivery of the goods and a capitalised customer acquisition

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

the customer is invoiced for electricity and telecommunications

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

revenue is allocated to the capitalised customer acquisition

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

of the contract term.

Aircraft movement and terminal charges

Aircraft movement and terminal charges consists of Wellington

International Airport's airfield income, passenger service charges

and terminal service charges.

Airfield income consists of landing charges and aircraft parking

charges.

Landing charges and aircraft parking charges are paid by the

airlines and recognised as revenue at the point in time the

airport facilities are used by the arriving or departing aircraft.

Passenger services charges and terminal service charges

relating to arriving, departing and transiting passengers are

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

time when the passenger travels or the airport facilities are

used.

Transport, hotel and other trading activities

Transport, hotel and other trading activities includes Wellington

International Airport's hotel and access to the airport’s car


parking facilities. This category also includes income from the

hotel and carpark owned by Infratil Infrastructure Property

Limited.

Revenue from car parking is recognised at the point in time

where the utilisation of car parking facilities has been

completed.

Revenue from the hotels is recognised at the point in time


the service is delivered.

94
Radiology practice services

Radiology practice services revenue is derived by Qscan Group

from services to medical practitioners. Revenue is recognised


net of amounts payable to doctors under Practice Management

Agreements.

Radiology practice services revenue is recognised at the

point in time when the services are delivered to the medical

practitioner.

Radiology services

Radiology services revenue is derived by Qscan Group from

providing radiology services to patients.

Radiology practice services revenue is recognised at the point

in time when the medical practitioner provides radiology and

other medical imaging services to a patient and a charge is

levied for this service.

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

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

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

12 Other operating expenses

Note

2021

$Millions

2020

$Millions

Trading operations

Energy and wholesale costs189.7 207.1

Line, distribution and network costs242.7 280.7

Generation production & development costs21.8 2.3

Other energy business costs111.2 126.5

Telecommunications cost of sales6 7. 2 63.3

Radiology business costs29.3 -

Airport business costs21.4 2 7. 5

Other operating business costs0.7 -

Bad debts written off-3.6

Increase/(Decrease) in provision for doubtful debts 22.1 3.2 3.2

Directors’ fees25 2.2 2.5

Administration and other corporate costs7. 8 5.2

Management fee (to related party Morrison & Co Infrastructure Management)26 45.7 37.3

International Portfolio incentive fee (to related party Morrison & Co


Infrastructure Management)28 223.1 125.0

Donations1.3 0.9

Total other operating expenses967.3 885.1

95
Fees paid to auditors (including fees paid by associates)

2021

Fees paid to the

Group auditor

$000’s

2021


Audit fees paid

to other auditors


$000’s

2021

To ta l

$000’s

2020

Fees paid to the

Group auditor

$000’s

2020

Audit fees paid

to other auditors


$000’s

2020

To ta l

$000’s

Audit and review of financial statements431.0 1,062.2 1,493.2 299.3 565.8 865.1

Regulatory audit work33.6 - 33.6 32.0 - 32.0

Other assurance services - - - 114.5 - 114.5

Taxation services20.0 - 20.0 58.1 - 58.1

Other services260.9 - 260.9 122.1 - 122.1

745.51,062.2 1,807.7 626.0 565.8 1,191.8

Audit fees paid to the Group


auditor recognised through share of

associate earnings1,838.3 - 1,838.3330.01,101.5 1,431.5

Other fees paid to the Group


auditor recognised through share of

associate earnings632.0 - 632.0291.8-291.8

Total fees paid to the Group auditor3,215.8 1,062.2 4,278.0 1,247.8 1,667.3 2,915.1

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

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

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

group. Other services primarily relate to work undertaken for the operating model review at Trustpower.

13 Taxation

13.1 Tax Reconciliation

2021

$Millions

2020

$Millions

Net surplus before taxation from continuing operations(91.8)14.7

Taxation on the surplus for the year @ 28%

(25.7)4.1

Plus/(less) taxation adjustments:

Effect of tax rates in foreign jurisdictions(3.7)(0.6)

Net benefit of imputation credits - -

Timing differences not recognised - (3.1)

Tax losses not recognised/(utilised) - 6.2

Effect of equity accounted earnings of associates(33.0)(2.1)

Recognition of previously unrecognised deferred tax - (20.8)

(Over)/under provision in prior periods(6.9)(6.8)

Net investment realisations5.1 (0.5)

Other permanent differences60.0 33.1

Taxation expense(4.2)9.5

Current taxation 4.9 34.8

96
13.2 Income tax recognised in other comprehensive income

2021

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

Differences arising on translation of foreign operations90.0 (3.5)86.5

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

Net change in fair value of available for sale financial assets46.1 - 46.1

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

Effective portion of changes in fair value of cash flow hedges218.5 (24.6)193.9

Fair value movements in relation to executive share scheme - - -

Net change in fair value of property, plant & equipment recognised in equity 260.9 (90.4)170.5

Share of associates' other comprehensive income8.0 - 8.0

Balance at the end of the year623.5 (118.5)505.0

2020

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

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

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

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

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

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

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

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

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

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

13.3 Deferred tax

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

enforceable right to offset tax.

2021

$Millions

2020

$Millions

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

Charge for the year9. 1 25.3

Charge relating to discontinued operations (17.5) (4.6)

Deferred tax recognised in equity(120.0)(1.4)

Acquired with Business Combination8.1 -

Disposal of subsidiaries - 102.0

Effect of movements in foreign exchange rates- (0.6)

Tax losses recognised27.9 7.2

Transfers to liabilities classified as held for sale 137.6 -

Balance at the end of the year(269.4)(314.6)

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

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

deferred tax on tax losses carried forward.

97
13.4 Recognised deferred tax assets and liabilities

Assets

$Millions

Liabilities

$Millions

Net

$Millions

31 March 2021

Property, plant and equipment- (339.0)(339.0)

Investment properties - (4.1)(4.1)

Derivative financial instruments4.7 (17.7)(13.0)

Employee benefits7.8 -7.8

Customer base assets - (2.1)(2.1)

Provisions2.4 - 2.4

Tax losses carried forward80.0-80.0

Other items35.1 (36.5)(1.4)

To ta l130.0(399.4)(269.4)

31 March 2020

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

Investment properties - (4.3)(4.3)

Derivative financial instruments46.7 - 46.7

Employee benefits5.4 - 5.4

Customer base assets - (2.4)(2.4)

Provisions1.3 - 1.3

Tax losses carried forward38.8 - 38.8

Other items(2.4)(25.2)(27.6)

To ta l89.8 (404.4)(314.6)

13.5 Changes in temporary differences affecting tax expense

Tax expenseOther comprehensive income

2021

$Millions

2020


$Millions

2021

$Millions

2020

$Millions

Property, plant and equipment0.1 19.9 (0.3)45.0

Investment properties0.2 10.6 - -

Derivative financial instruments(5.1)-(24.6)52.0

Employee benefits(1.1)(0.1) - (0.5)

Customer base assets0.4 0.4 - -

Provisions(0.1)0.5 - -

Tax losses carried forward16.5 (10.6) - -

Other items(1.8) 4.6 (3.5)3.6

9.1 25.3 (28.4)100.1

13.6 Imputation credits available to be used by Infratil Limited

2021

$Millions

2020

$Millions

Balance at the end of the year14.2 9.9

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

- -

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

Imputation credits available for use14.2 9.9

98
14 Property, plant and equipment

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Leasehold

improvements

$Millions

Generation

plant

(renewable)

$Millions

To ta l

$Millions

2021

Cost or valuation

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

Additions3.6 - 15.3 425.7 0.7 0.7 446.0

Additions on acquisition of subsidiary - - 65.5 - 36.3 - 101.8

Capitalised Interest and financing costs - - - - - - -

Disposals - - (0.6) - - (5.0)(5.6)

Impairment - 2.3 - - (0.1) - 2.2

Revaluation 76.8 1.1 0.1 - - 20.5 98.5

Transfers between categories22.0 16.8 2.0 (308.4)1.5 266.1 -

Transfers to assets classified as held for sale - - (15.3)(596.1) - (859.6)(1,471.0)

Transfers to intangible assets - - - - - - -

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

Effect of movements in foreign exchange rates - - 2.4 26.1 0.7 2 7. 3 56.5

Balance at end of year684.3 589.9 205.4 111.7 39.1 1,774.0 3,404.4

Accumulated depreciation

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

Depreciation for the year8.3 15.0 19.7 - 0.5 57.2 100.7

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

Revaluation - (2.1)(0.8) - - (106.2)(109.1)

Disposals - - (0.5) - - (0.4)(0.9)

Transfers to assets classified as held for sale - - (5.4) - - (40.9)(46.3)

Effect of movements in foreign exchange rates - - 0.7 - - 2.83.5

Balance at end of year8.3 40.2 101.0 - 0.5 15.7 165.7

Carrying value at 31 March 2021676.0 549.7 104.4 111.7 38.6 1,758.3 3,238.7

Capital work in progress additions in the year primarily relate to the construction costs associated with the Dundonnell Wind Farm

project in Australia and the Waipipi Wind Farm project in New Zealand.

Carrying value by Subsidiary

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Leasehold

improvements

$Millions

Generation

plant

(renewable)

$Millions

To ta l

$Millions

2021

Trustpower1 7. 0 10.0 15.2 38.6 -1,758.3 1,839.1

Wellington International Airport659.0 539.7 21.3 73.1 - - 1,293.1

Qscan Group - - 6 7. 9 - 38.6 - 106.5

Carrying value at 31 March 2021676.0 549.7 104.4 111.7 38.6 1,758.3 3,238.7

Tilt Renewables (included within assets held for sale) - - 9.9 596.1 - 818.7 1,424.7

99
Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Metering

$Millions

Generation

plant

(renewable)

$Millions

To ta l

$Millions

2020

Trustpower17.0 10.2 18.0 21.1 -1,770.5 1,836.4

Tilt Renewables - - 9.8 454.1 - 450.7 915.4

Wellington International Airport564.9 532.2 20.1 89.2 - - 1,206.4

Carrying value at 31 March 2020581.9 542.4 48.7 564.4 - 2,220.8 3,958.2

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Metering

$Millions

Generation

plant

(renewable)

$Millions

To ta l

$Millions

2020

Cost or valuation

Balance at beginning of year585.6 551.7 132.4 169.2 67.6 2,961.1 4,467.6

Additions0.4 - - 520.7 - - 521.1

Additions on acquisition of subsidiary - - - - - - -

Capitalised Interest and financing costs - - - - - - -

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

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

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

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

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

Transfer to right of use assets on transition to NZ IFRS 16 - - - - - (23.8)(23.8)

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

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

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

Balance at end of year

581.9 569.7 136.0 564.4 -2,324.0 4,176.0

Accumulated depreciation

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

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

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

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

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

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

Transfer to right of use assets on transition to NZ IFRS 16 - - - - - (0.7)(0.7)

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

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

Carrying value at 31 March 2020581.9 542.4 48.7 564.4 - 2,220.8 3,958.2

Carrying value by Subsidiary

Property, plant and equipment is recorded at cost less accumulated depreciation and impairment losses, or at fair value less
accumulated depreciation and impairment losses.

Fair value is determined by an independent valuer or by management with reference to independent experts, using recognised

valuation techniques. An independent valuer is engaged to provide a valuation if management does not have sufficient expertise to

perform the valuation. These valuations are undertaken on a systematic basis at least every five years. In years where a valuation is not

undertaken, a material change assessment of each asset class is performed to assess whether carrying amounts differ materially from

fair value. This assessment may be undertaken with assistance from independent experts and includes reference to projections of future

revenues, volumes, operational and capital expenditure profiles, capacity, terminal values, the application of discount rates and

replacement values (as relevant to each class of asset) as an indicator of a possible material change in fair value. Where a material

change in fair value is identified, the carrying value is adjusted to bring carrying value materially in line with fair value.

There were no independent external valuations of property, plant and equipment performed as at 31 March 2021.

As at 31 March 2021 a material change assessment was performed for each asset class held at fair value. A summary is provided below.

Trustpower generation property, plant and equipment

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

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

market value as assessed by Deloitte Corporate Finance. Based on the Group’s assessment there was no material change identified in

the carrying value of Trustpower’s generation assets at 31 March 2021.

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


A sensitivity analysis of key inputs is given in the table below. The overall valuation has been determined to be between $1,569 million to

$2,001 million and, while the mid-point selected for revaluation purposes, any value within this range would be considered appropriate.

The sensitivities around weighted average cost of capital and avoided cost of transmission have been used to create this overall range.

The following table summarises the valuation approach and key assumptions used by the independent valuer to arrive at fair value at

the date of the last external valuation.

Generation RenewableLowHighValuation impact

New Zealand Assets

Forward electricity price pathDecreasing in real terms from

$100/MWh to $76/MWh by

2024. Thereafter held constant.

Decreasing in real terms from

$100/MWh to $86/MWh by

2024. Thereafter held constant.

-/+ $250.0m

Inflation1% p.a.3% p.a.-/+$147.0m

Generation volume1,668GWh p.a.2,205GWh p.a.-/+ $370.0m

Avoided cost of transmission70% reduction in revenue from

2025

30% reduction in revenue from

2025

- $62.0m /+ $18.0m

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

Weighted average cost of capital6.50%7.50%- $196.0m /+ $160.0m

100

Tilt Renewables' generation property, plant and equipment
Tilt Renewables’ generation assets were independently revalued, using a discounted cash flow methodology, as at 31 March 2020, to

their estimated market value as assessed by Deloitte Corporate Finance. Based on the Group’s assessment there was no material

change identified in the carrying value of Tilt Renewables’ generation assets at 31 March 2021.

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

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

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

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

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


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

of generation, property, plant and equipment.

The following table summarises the valuation approach and key assumptions used by the independent valuer to arrive at fair value at

the date of the last external valuation.

Generation RenewableLowHighValuation impact

New Zealand Assets

Generation volume10% reduction in future

production

10% increase in future

production

-/+ $22.5m

Operating costs10% increase in future

operating expenditure

10% decrease in future

operating expenditure

-/+ $9.6m

Discount rate post tax 6.50% 7.50% - $5.4m/+ $6.6m

Australian Assets

Forward electricity price path

(including renewable energy credits)

10% reduction in future

electricity pricing

10% increase in future


electricity pricing

-/+ A$33.8m

Generation volume10% reduction in future

production

10% increase in future


production

-/+ A$29.4m

Operating costs10% increase in future

operating expenditure

10% decrease in future

operating expenditure

-/+ A$11.3m

Discount rate post tax6.13%7.13%- A$9.3m/+ A$9.9m

Wellington International Airport's property, plant and equipment

Land and civil works

The Group's assessment of WIAL’s land indicated a material change in value with reference to New Zealand and Wellington property

price indices. Using the last full independent valuation performed at 31 March 2018 as a base, further work was performed to estimate

fair value including assessing key inputs into WIAL’s Market Value for Existing Use (‘MVEU’) valuation. Savills (NZ) Limited assisted with this

process. An increase in the average rate per hectare from $1.86 million to $2.58 million was considered appropriate and based on

respective increases across residential, commercial and industrial property. A reduction in the developer’s WACC rate from 10.4% to

9.0% has been made primarily due to a reduction in the risk-free rate as published by the Commerce Commission. Based on this, a fair

value adjustment of $76.8 million (2020: $12.0 million) has been made to the carrying value of Land and recognised in the revaluation

reserve and other comprehensive income.

Based on the Group’s assessment there was no material change identified in the carrying value of Civil Works assets at 31 March 2021.

Buildings

The Buildings asset class is comprised of three main sub-components; (a) Specialised buildings, (b) Vehicle business assets and

(c) Hotel business assets.

(a) Specialised buildings

Based on the Group's assessment which includes reference to the capital goods price index and construction index and assisted by

Savills (NZ) Limited, there was no material change identified in the carrying value of these assets at 31 March 2021 (2020: $22.3 million

increase was recognised in revaluation reserve and other comprehensive income).

101

(b) Vehicle business assets
Based on the Group's assessment which includes reference to passenger forecasts and discounted cash flow modelling assisted by

Savills (NZ) Limited, there was no material change in the carrying value of these assets at 31 March 2021 (2020: $7.7 million reduction

was recognised in revaluation reserve and other comprehensive income).

(c) Hotel business assets

Based on the Group's material change assessment which includes reference to passenger forecasts and discounted cash flow

modelling, a fair value adjustment of $5.5 million has been recognised, of which $4.4 million is recognised in profit and loss (reversing

a previous impairment recognised) and $1.1 million recognised in other comprehensive income (2020: $4.4 million reduction was

recognised in profit and loss).

The following tables summarise the valuation approach and key assumptions used by the independent valuers to arrive at fair value


at the date of the last external valuation.

Asset classification and description

Valuation

approachKey valuation assumptions

+/- 5%

Valuation impact

Land

Aeronautical land - used for airport activities and

specialised aeronautical assets.

Market Value

for Existing


Use ('MVEU')

Rate per hectare$1.86 million per

hectare

+/- $10.0m

Non-aeronautical land - used for non-aeronautical

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

and land associated with the vehicle business.

Developer’s WACC rate10.4%

+/- $7.4m

Holding period6 years

+/- $11.1m

Last external valuation undertaken as at 31 March 2018 by independent valuers, Savills (NZ) Limited.


The valuation was then subject to a peer review before being adopted by WIAL.

Civil

Civil works include sea protection and site

services, excluding such site services to the extent

that they would otherwise create duplication of

value.

Optimised

Depreciated

Replacement

Cost ('ODRC')

Average cost rates per

sqm for concrete,

asphalt, base course

and foundations

Concrete $887

Asphalt $989

Basecourse $127

Foundations $20

+/- $9.5m

Estimated remaining

useful life

Average remaining


useful life 30 years

+/- $9.5m

Last external valuation undertaken as at 31 March 2020 by independent valuers, WSP Opus International Consultants Limited.


The valuation was then subject to a peer review before being adopted by WIAL.

Buildings

Specialised buildings used for identified airport

activities.

Optimised

Depreciated

Replacement

Cost ('ODRC')

Average modern

equivalent asset rate

(per square metre)

$5,567

+/- $13.0m

Non-specialised buildings used for purposes other

than for identified airport activities, including

space allocated within the main terminal building

for retail activities, offices and storage.

$1,711

+/- $0.4m

Vehicle business assets associated with car

parking and taxi, shuttle and bus services

(excluding land and civil).

Discounted

Cash flows

('DCF') and

Capitalisation

Rate

Revenue growth

Cost growth

Discount rate

Capitalisation rate

3.00%

3.00%

12.00%

9.00%

+/- $1.6m

+/- $0.4m

+/- $6.6m

+/- $9.0m

Last external valuation undertaken as at 31 March 2018 by independent valuers, Savills (NZ) Limited.


The valuation was then subject to a peer review before being adopted by WIAL.

Hotel business assetsDiscounted

Cash flows

('DCF') and

Capitalisation

Rate

Capitalisation rate6.50%

+/- $1.4m

Discount rate8.25%

+/- $0.7m

Last external valuation undertaken as at 31 March 2020 by independent valuers, Jones Lang LaSalle.


The valuation was then subject to a peer review before being adopted by WIAL.

102

Effect of level 3 fair value measurements on profit or loss and other comprehensive income
The following table summarises for property, plant and equipment measured at fair value, classified as level 3 in the fair value hierarchy,

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

2021

Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

To ta l

$Millions

Generation plant (renewable)- 20.5 20.5

Land and civil works - 76.8 76.8

Buildings4.4 1.1 5.5

4.4 98.4 102.8

2020

Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

To ta l

$Millions

Generation plant (renewable)(5.6)11.2 5.6

Land and civil works - 18.7 18.7

Buildings(4.4)14.7 10.3

(10.0)44.6 34.6

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

hierarchy during the year ended 31 March 2021 (2020: none).

Revalued assets at deemed cost

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

as follows:

2021

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Generation plant (renewable)1,022.1 33.9 (289.1)766.9

Land and civil works309.9 25.2 (59.9)275.2

Buildings555.9 24.2 (169.7)410.4

1,887.9 83.3 (518.7)1,452.5

2020

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Generation plant (renewable)678.9 - (107.4)571.5

Land and civil works285.5 24.4 (55.2)254.7

Buildings409.3 12.5 (101.4)320.4

1,373.7 36.9 (264.0)1,146.6

103

15 Investment properties
2021

Owned

property

$Millions

Right of use

assets


$Millions

To ta l

$Millions

Balance at beginning of year184.5 82.2 266.7

Additions16.1 - 16.1

Disposals(34.8) - (34.8)

Investment properties revaluation net increase/(decrease)12.2(0.1)12.1

Balance at end of year178.082.1 260.1

2020

Owned

property

$Millions

Right of use

assets


$Millions

To ta l

$Millions

Balance at beginning of year86.5 - 86.5

Adoption of NZ IFRS 16 - 80.5 80.5

Additions25.2 1.7 26.9

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

Investment properties revaluation net increase/(decrease)19.8 - 19.8

Balance at end of year184.5 82.2 266.7

Where a lease pertains to property held to earn rental income, the right of use asset is included within Investment properties and is

measured at fair value. Rental income from investment properties of $13.4 million was recognised in profit or loss during the year


(2020: $10.8 million). Direct operating expenses arising from investment properties of $1.7 million were also recognised in profit or loss

during the year (2020: $1.4 million).

Wellington International Airport's investment property was valued at 31 March 2021 by Jones Lang LaSalle, registered valuers, at


$86.1 million (2020: $81.2 million).


Infratil Infrastructure Property Limited's ('IIPL') investment property was valued at 31 March 2021 by Jones Lang LaSalle, registered

valuers, at $91.9 million (2020: $49.5 million). There were no capital works in progress included in investment properties at

31 March 2021 (2020: $53.8 million). During the period, the Kilbirnie bus depot was sold for $34.8 million net of transaction costs.

104

2020
Land and

Buildings

$Millions

Generation


Assets

$Millions

Plant and


equipment

$Millions

To ta l


$Millions

Cost

Balance at beginning of year- - - -

Adoption of NZ IFRS 1654.6 22.5 2.0 79.1

Additions - 94.0 10.2 104.2

Disposals(8.8) - - (8.8)

Effect of movements in exchange rates(0.2)(2.7) - (2.9)

Balance at end of year45.6 113.8 12.2 171.6

Accumulated depreciation-

Balance at beginning of year- - - -

Depreciation for the year4.3 1.3 4.8 10.4

Effect of movements in exchange rates - - - -

Balance at end of year4.3 1.3 4.8 10.4

Carrying value at 31 March 202041.3 112.5 7.4 161.2

16 Leases

16.1 Right of use assets

Right of use assets related to leased assets that do not meet the definition of investment properties are summarised below. Land and

buildings right of use assets include land held under ground leases and rental of office space. Tilt Renewables' generation right of use

assets, comprising leases of transmission lines at the Salt Creek and Dundonnell Wind Farms have been transferred to assets held for

sale as at 31 March 2021.

2021

Land and

Buildings

$Millions

Generation


Assets

$Millions

Plant and


equipment

$Millions

To ta l


$Millions

Cost

Balance at beginning of year45.6 113.8 12.2 171.6

Additions20.1 5.2 6.0 31.3

Additions on acquisition of subsidiary74.8 - - 74.8

Effect of movements in exchange rates2.7 7. 0 - 9. 7

Transfers to assets held for sale(25.7)(126.0) - (151.7)

Balance at end of year117.5 - 18.2 135.7

Accumulated depreciation

Balance at beginning of year4.3 1.3 4.8 10.4

Depreciation for the year7.3 4.2 6.4 17.9

Effect of movements in exchange rates0.2 0.2 - 0.4

Transfers to assets held for sale(2.8)(5.7) - (8.5)

Balance at end of year9. 0 - 11.2 20.2

Carrying value at 31 March 2021108.5 - 7. 0 115.5

105

16.2 Lease liabilities
2021

$Millions

2020

$Millions

Maturity analysis - contractual undiscounted cash flows

Between 0 to 1 year

26.5 24.4

Between 1 to 2 years

48.7 31.7

Between 2 to 5 years

4 9.9 58.9

More than 5 years2 6 9. 7 514.6

Total undiscounted lease liabilities394.8 629.6

2021

$Millions

2020

$Millions

Lease liabilities included in the statement of financial position

Split as follows:

Current

20.3 21.8

Non-current182.3 225.1

202.6 246.9

2021

$Millions

2020

$Millions

Amounts recognised in the consolidated statement of comprehensive income

Interest on lease liabilities

15.8 10.8

Variable lease payments not included in the measurement of lease liabilities

- 2.4

Expenses relating to short-term leases - 0.7

Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets0.4 0.3

The weighted average incremental borrowing cost applied to lease liabilities at 1 April 2020 was 4.54% (2020: 4.93%). Total cash outflow

for leases for the year ended 31 March 2021 was $30.8 million (2020: $17.1 million).

16.3 Leases as a lessor

The Group has receivables from operating leases relating to the lease of premises. The following table sets out a maturity analysis of

lease payments, showing the undiscounted lease payments to be received after the reporting date.

2021

$Millions

2020

$Millions

Operating lease receivables as lessor

Between 0 to 1 year

17.7 30.6

Between 1 to 2 years

13.6 25.8

Between 2 to 5 years

29.3 40.8

More than 5 years55.1 60.0

Total undiscounted lease payments115.7 157.2

106

17 Goodwill
2021

$Millions

2020

$Millions

Balance at beginning of the year

113.1 117.4

Goodwill arising on acquisitions691.3 -

Goodwill disposed of during the year - (4.3)

Goodwill impaired during the year - -

Transfers to disposal group assets classified as held for sale(33.7) -

Balance at the end of the year770.7 113.1

The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:

Trustpower79.4 79.4

Tilt Renewables - 33.7

Qscan Group691.3 -

770.7 113.1

The acquisition of Qscan Group was completed on 22 December 2020, increasing the carrying value of goodwill to $770.7 million


(31 March 2020: $113.1 million). Further detail on the acquisition is outlined at Note 9.

The carrying value of goodwill is subject to an annual impairment test to ensure the carrying value does not exceed the recoverable

amount at balance date. In determining whether there are any indicators of impairment the fair value of the Company's investments in

Trustpower and Tilt Renewables are assessed with reference to the market share price quoted on the NZX at each reporting date. The

determination of any indicators of impairment in the fair value of Qscan Group's goodwill has been assessed at 31 March 2021 by

evaluating the conditions and events specific to the Group that may be indicative of impairment triggers. This being the first period of

operations and having acquired the business on 22 December 2020, recoverable amounts have been assessed by comparing the

actual earnings since acquisition with the forecasted earnings used to determine the fair value of the business at acquisition. The

acquired business is performing in line with these forecasts.

As at 31 March 2021 there were no indicators of impairment (31 March 2020: there were no indicators of impairment).

107

18 Loans and borrowings
This note provides information about the contractual terms of the Group's interest bearing loans and borrowings.

2021

$Millions

2020

$Millions

Current liabilities

Unsecured bank loans95.1 118.0

Secured bank loans- 19.8

less: Loan establishment costs capitalised and amortised over term(1.0)(3.1)

94.1 134.7

Non-current liabilities

Unsecured bank loans650.2 460.7

Secured bank loans278.2 384.0

less: Loan establishment costs capitalised and amortised over term(12.2)(9.7)

916.2 835.0

Facilities utilised at reporting date

Unsecured bank loans745.3 578.7

Unsecured guarantees - -

Secured bank loans278.2 403.8

Secured guarantees3.0 162.2

Facilities not utilised at reporting date

Unsecured bank loans554.8 514.5

Unsecured guarantees - -

Secured bank loans86.2303.6

Secured guarantees - 57.6

Facilities utilised at reporting date

Interest bearing loans and borrowings - current94.1 134.7

Interest bearing loans and borrowings - non-current916.2 835.0

Total interest bearing loans and borrowings1,010.3 9 6 9. 7

2021

$Millions

2020

$Millions

Maturity profile for bank facilities (excluding secured guarantees):

Between 0 to 1 year175.1 220.0

Between 1 to 2 years596.9 248.9

Between 2 to 5 years892.5 1,118.4

Over 5 years - 213.3

Total bank facilities1,664.5 1,800.6

108

Financing arrangements
Infratil Finance Limited, a wholly owned subsidiary of the Company, has entered into bank facility arrangements with a negative pledge

agreement, which, with limited exceptions does not permit the Infratil Guaranteeing Group (‘IGG’) to grant any security over its assets.

The IGG comprises entities subject to a cross guarantee and comprises Infratil Limited, Infratil Finance Limited and certain other wholly

owned subsidiaries. The IGG does not incorporate the underlying assets of the Company’s non-wholly owned subsidiaries and

associates. The IGG bank facilities also include restrictions over the sale or disposal of certain assets without bank agreement. Liability

under the cross guarantee is limited to the amount of debt drawn under the IGG facilities, plus any unpaid interest and costs of

recovery. At 31 March 2021 drawn debt and accrued interest under the IGG facilities was $217.3 million (31 March 2020: $355.3 million)

and undrawn IGG facilities totalled $353.0 million (2020: $268.0 million).

Infratil Energy New Zealand Limited (‘IENZ’), a wholly owned subsidiary of the Company, is not a member of the IGG and has


granted a security interest over assets with a carrying amount of $342.3 million (31 March 2020: $310.2 million) as part of its bank

facility arrangements. IENZ has total facilities of $125.0 million, of which $125.0 million was drawn as at 31 March 2021

(31 March 2020: $125.0 million).

The Group’s non-wholly owned subsidiaries also enter into bank facility arrangements. Amounts outstanding under these facilities are

included within loans and borrowings in the table above. Wellington International Airport and Trustpower facilities are both subject to

negative pledge arrangements, which with limited exceptions does not permit those entities to grant security over their respective

assets. Tilt Renewables borrows under syndicated bank debt facilities (both general and project specific) and has granted security over

its assets. Qscan Group borrows under syndicated bank debt facilities and has granted security over its assets. All non-wholly owned

subsidiary facilities are subject to restrictions over the sale or disposal of certain assets without bank agreement. The various bank

facilities across the Group require the relevant borrowing group to maintain certain levels of shareholder funds and operate within

defined performance and gearing ratios. Throughout the period the Group has complied with all debt covenant requirements as

imposed by the respective lenders (refer to note 21 for information in respect of waivers of certain financial covenants obtained by

Wellington International Airport Limited).

Interest rates payable on bank loan facilities are floating rate determined by reference to prevailing money market rates at the time of

drawdown plus a margin. Interest rates paid during the year ranged from 0.57% to 4.32% (31 March 2020: 1.45% to 4.10%).

109

19 Infrastructure bonds
2021

$Millions

2020

$Millions

Balance at the beginning of the year1,293.2 1,127.6

Issued during the year84.7 316.4

Exchanged during the year - (29.3)

Matured during the year - (119.7)

Bond issue costs capitalised during the year(1.0)(4.2)

Bond issue costs amortised during the year2.0 2.4

Balance at the end of the year1,378.9 1,293.2

Current93.8 -

Non-current fixed coupon 931.4 939.7

Non-current variable coupon 121.8 121.6

Non-current perpetual variable coupon231.9 231.9

Balance at the end of the year1,378.9 1,293.2

Repayment terms and interest rates:

IFT220 maturing in June 2021, 4.90% p.a. fixed coupon rate93.9 93.9

IFT190 maturing in June 2022, 6.85% p.a. fixed coupon rate93.7 93.7

IFT240 maturing in December 2022, 5.65% p.a. fixed coupon rate100.0 100.0

IFT210 maturing in September 2023, 5.25% p.a. fixed coupon rate122.1 122.1

IFT230 maturing in June 2024, 5.50% p.a. fixed coupon rate56.1 56.1

IFT260 maturing in December 2024, 4.75% p.a. fixed coupon rate100.0 100.0

IFT250 maturing in June 2025, 6.15% p.a. fixed coupon rate43.4 43.4

IFT300 maturing in March 2026, 3.35% p.a. fixed coupon rate120.3 37.0

IFT280 maturing in December 2026, 3.35% p.a. fixed coupon rate156.3 156.3

IFT270 maturing in December 2028, 4.85% p.a. fixed coupon rate until 15 December 2023146.2 146.2

IFTHC maturing in December 2029, 2.75% p.a. variable coupon rate reset annually from 15 December 2021123.2 123.2

IFTHA Perpetual Infratil infrastructure bonds231.9 231.9

less: issue costs capitalised and amortised over term(9.5)(10.6)

add: issue premium capitalised and amortised over term1.3-

Balance at the end of the year1,378.9 1,293.2

Fixed coupon

The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.

IFTHC bonds

The IFTHC bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the

period to 15 December 2021 the coupon is fixed at 2.75% p.a (for the period to 15 December 2020 the coupon was 3.50%). Thereafter

the rate will be reset annually at 2.50% p.a over the then one year swap rate for quarterly payments.

IFT270 bonds

The interest rate of the IFT270 bonds is fixed for the first five years and then reset on 15 December 2023 for a further five years. The

interest rate for the IFT270 bonds for the period from (but excluding) 15 December 2023 until the maturity date will be the sum of the

five year swap rate on 15 December 2023 plus a margin of 2.50% p.a.

110

Perpetual Infratil infrastructure bonds ('PIIBs')
The Company has 231,916,000 (31 March 2020: 231,916,000) PIIBs on issue at a face value of $1.00 per bond. Interest is payable

quarterly on the bonds. On 15 November 2020 the coupon was set at 1.71% p.a until the next reset date, being 15 November 2021

(2020: 2.67%). Thereafter the rate will be reset annually at 1.50% p.a over the then one year bank rate for quarterly payments, unless

Infratil's gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure bonds have no fixed maturity

date. No PIIBs (2020: nil) were repurchased by Infratil Limited during the year.

Throughout the year the Company complied with all debt covenant requirements as imposed by its bond supervisor.

At 31 March 2021 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,336.5 million (31 March 2020: $1,161.5 million).

20 Trustpower bonds

Unsecured senior bonds

2021

$Millions

2020

$Millions

Repayment terms and interest rates:

TPW140 maturing in December 2021, 5.63% p.a. fixed coupon rate83.0 83.0

TPW150 maturing in December 2022, 4.01% p.a. fixed coupon rate127.7 127.7

TPW180 maturing in July 2026, 3.35% p.a. fixed coupon rate125.0 125.0

TPW170 maturing in February 2029, 3.97% p.a. fixed coupon rate until 22 February 2024100.0 100.0

less: Bond issue costs capitalised and amortised over term

(2.7)(3.5)

Balance at the end of the year433.0 432.2

Current83.0 -

Non-current350.0 432.2

Balance at the end of the year433.0 432.2

Trustpower's unsecured senior bonds rank equally with their bank loans. Trustpower borrows under a negative pledge arrangement,

which with limited exceptions does not permit Trustpower to grant any security interest over its assets. The Trust Deed for these bonds

requires Trustpower to maintain certain levels of shareholders' funds and operate within defined performance and debt gearing ratios.

The arrangements under the Trust Deed may also create restrictions over the sale or disposal of certain assets unless the senior


bonds are repaid or renegotiated. Throughout the year Trustpower complied with all debt covenant requirements as imposed by its

bond supervisor.

At 31 March 2021 Trustpower's unsecured senior bonds had a fair value of $455.9 million (31 March 2020: $443.0 million).

111

21 Wellington International Airport bonds and USPP notes
2021

$Millions

2020

$Millions

Repayment terms and interest rates:

WIA0620 Wholesale bonds maturing June 2020, 5.27% p.a. fixed coupon rate- 25.0

WIA020 Retail bonds maturing May 2021, 6.25% p.a. fixed coupon rate75.0 75.0

WIA030 Retail bonds maturing May 2023, 4.25% p.a. fixed coupon rate75.0 75.0

WIA040 Retail bonds maturing August 2024, 4.00% p.a. fixed coupon rate60.0 60.0

WIA050 Retail bonds maturing June 2025, 5.00% p.a. fixed coupon rate70.0 70.0

WIA060 Retail bonds maturing April 2030, 4.00% p.a. fixed coupon rate until 1 April 2025101.9 103.0

WIA070 Retail bonds maturing August 2026, 2.50% p.a. fixed coupon rate 100.0 -

USPP Notes - Series A (US$36 million)54.2 68.1

USPP Notes - Series B (US$36 million)54.2 68.1

less: Issue costs capitalised and amortised over term(4.6)(3.3)

Balance at the end of the year585.7 540.9

Current75.0 25.0

Non-current510.7 515.9

Balance at the end of the year585.7 540.9

The Trust Deed for the retail bonds requires Wellington International Airport ('WIAL') to operate within defined performance and debt

gearing ratios. The arrangements under the Trust Deed creates restrictions over the sale or disposal of certain assets. Throughout the

year WIAL complied with all debt covenant requirements as imposed by the retail bond supervisor.

On 27 July 2017 WIAL completed a United States Private Placement ('USPP') Note issuance, securing US$72 million of long term debt.

The USPP comprised two equal tranches, a US$36 million 10 year Note with a coupon of 3.47% and a US$36 million 12 year Note with


a coupon of 3.59%. In conjunction with the USPP issuance, WIAL entered into cross currency interest rate swaps to formally hedge the

exposure to foreign currency risk over the term of the notes.

At 31 March 2021 WIAL's bonds had a fair value of $481.9 million (2020: $415.7 million), and WIAL's USPP Notes had a fair value


of $108.4 million (2020: $122.3 million).

The USPP notes are measured at amortised cost, translated to New Zealand dollars using the spot rate at balance date.

Financial Covenants and Other Restrictions

The impacts of covid have resulted in a significant reduction in WIAL's actual and forecast passenger numbers and income.

In response, during the year ended 31 March 2021 WIAL secured a temporary waiver of certain at-risk covenants with its banking group

and USPP lender until the first compliance date, which is no later than 31 March 2022. In addition, WIAL increased its bank facilities from

$100 million to $170 million and extended its bank facility maturity dates.

22 Financial instruments

The Group has exposure to the following risks due to its business activities and financial policies:

• Credit risk

• Liquidity risk

• Market risk

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for

measuring and managing risk, and the Group’s management of capital.

22.1 Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group. The Group

is exposed to credit risk in the normal course of business including those arising from trade receivables with its customers, financial

derivatives and transactions (including cash balances) with financial institutions. The Group minimises its exposure to credit risk of trade

receivables through the adoption of counterparty credit limits and standard payment terms. Derivative counterparties and cash

transactions are limited to high-credit-quality financial institutions and organisations in the relevant industry. The Group’s exposure

and the credit ratings of significant counterparties are monitored, and the aggregate value of transactions concluded are spread

amongst approved counterparties. The carrying amounts of financial assets recognised in the Statement of Financial Position best

represent the Group’s maximum exposure to credit risk at the reporting date. Generally no security is held on these amounts.

112

2021
$Millions

2020

$Millions

The Group had exposure to credit risk with financial institutions at balance date

from cash deposits held as follows:

Financial institutions with 'AA' credit ratings- -

Financial institutions with 'AA-' credit ratings106.5 485.9

Financial institutions with 'A+' credit ratings - -

Financial institutions with 'A' credit ratings25.2 242.7

Unrated financial institutions2.1 1.7

Total cash deposits with financial institutions133.8 730.3

Cash on hand - -

Total Cash and cash equivalents133.8 730.3

Cash and cash equivalents at 31 March 2021 excludes $341.6 million of cash balances held by Tilt Renewables included within assets

held for sale. At 31 March 2021 $0.2 million of cash deposits are "restricted" and not immediately available for use by the Group


(31 March 2020: $0.1 million). Credit ratings are from S&P Global Ratings or equivalent rating agencies.

Trade and other receivables

The Group has exposure to various counterparties. Concentration of credit risk with respect to trade receivables is limited due to the

Group’s large customer base in a diverse range of industries throughout New Zealand and Australia.

Ageing of trade receivables

2021

$Millions

2020

$Millions

The ageing analysis of trade receivables is as follows:

Not past due100.3 90.4

Past due 0-30 days2.3 9.4

Past due 31-90 days1.9 2.1

Greater than 90 days4.9 4.0

To ta l109.4 105.9

The ageing analysis of impaired trade receivables is as follows:

Not past due(0.3)(1.2)

Past due 0-30 days(0.4)(1.1)

Past due 31-90 days(0.8)(1.0)

Greater than 90 days(4.0)(3.0)

To ta l(5.5)(6.3)

2021

$Millions

2020

$Millions

Movement in the provision for expected credit loss for the year was as follows:

Balance as at 1st April6.3 3.1

Acquired through acquisition of subsidiary0.5 -

Expected credit loss recognised (charged to operating expenses)3.2 3.2

Bad debts recovered - -

Utilised(4.5) -

Transfers to assets classified as held for sale - -

Balance as at 31 March5.5 6.3

Other prepayments and receivables225.093.9

Total Trade, accounts receivable and prepayments328.9193.5

113

22.2 Liquidity risk
Liquidity risk is the risk that assets held by the Group cannot readily be converted to cash to meet the Group's contracted cash flow

obligations. Liquidity risk is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and

liabilities. The Group's approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when

due and make value investments, under both normal and stress conditions, without incurring unacceptable losses or risking damage

to the Group's reputation. The Group manages liquidity risk by maintaining sufficient cash and marketable securities, the availability

of funding through an adequate amount of committed credit facilities, the spreading of debt maturities, and its credit standing in

capital markets.

The tables below analyse the Group's financial liabilities, excluding gross settled derivative financial liabilities, into relevant maturity

groupings based on the earliest possible contractual maturity date at year end. The amounts in the tables below are contractual

undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure Bonds cash flows have been

determined by reference to the longest dated Infratil bond maturity in the year 2029.

Balance

sheet

$Millions

Contractual

cash flows

$Millions

6 months


or less

$Millions

6-12 months

$Millions

1-2 years

$Millions

2-5 years

$Millions

5 + years

$Millions

31 March 2021

Accounts payable, accruals and


other liabilities501.2 487.5296.7 - 116.3 74.5 -

Lease liabilities202.6 394.8 13.2 13.3 48.7 49.9 269.7

Unsecured & secured bank facilities1,010.3 1,057.7 108.7 38.6 521.3 389.1 -

Infratil Infrastructure bonds1,147.0 1,362.1 119.2 24.4 235.7 521.6 461.2

Perpetual Infratil Infrastructure bonds231.9 266.5 2.0 2.0 4.0 11.9 246.6

Wellington International Airport

bonds585.7 688.1 87.0 9.6 19.2 248.5 323.8

Trustpower bonds433.0 501.1 9.0 90.9 141.3 259.9 -

Derivative financial instruments156.1 160.180.4 23.4 43.7 9.3 3.3

4,267.84,917.9 716.2 202.2 1,130.2 1,564.7 1,304.6

31 March 2020

Accounts payable, accruals and


other liabilities313.8 315.5 312.8 0.1 0.2 0.8 1.6

Lease liabilities246.9 629.6 12.5 11.9 31.7 58.9 514.6

Unsecured & secured bank facilities9 6 9. 7 1,325.5 122.3 48.0 309.0 693.3 152.9

Infratil Infrastructure bonds1,061.3 1,324.4 25.7 25.7 141.7 567.9 563.4

Perpetual Infratil Infrastructure bonds231.9 292.1 3.1 3.1 6.2 18.6 261.1

Wellington International Airport

bonds540.9 652.1 36.7 11.0 94.7 181.1 328.6

Trustpower bonds432.2 518.9 9.0 9.0 99.8 156.0 245.1

Derivative financial instruments129.3 151.2 15.6 13.2 22.6 50.1 49.7

3,926.0 5,209.3 537.7 122.0 705.9 1,726.7 2,117.0

114

2021
$Millions

2020

$Millions

At balance date the face value of interest rate contracts outstanding were:

Interest rate swaps - notional value1,210.5 1,333.0

Fair value of interest rate swaps (18.9)(102.5)

Cross currency interest rate swaps - notional value99.8 99.8

Fair value of cross-currency interest rate swaps 7.1 35.5

The termination dates for the interest rate swaps are as follows:

Between 0 to 1 year129.5 242.8

Between 1 to 2 years - 144.3

Between 2 to 5 years448.0 398.0

Over 5 years633.0 547.9

The termination dates for the cross currency interest rate swaps are as follows:

Between 0 to 1 year - -

Between 1 to 2 years - -

Between 2 to 5 years - -

Over 5 years99.8 99.8

Interest rate sensitivity analysis

The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/

lower with all other variables held constant.

2021

$Millions

2020

$Millions

Profit or loss

100 bp increase6.3 2.8

100 bp decrease(7.6)(9.4)

Other comprehensive income

100 bp increase7.0 49.9

100 bp decrease(1.2)(53.6)

Assumptions used in the interest rate sensitivity analysis include:

Reasonably possible movements in interest rates were determined based on a review of historical movements. A movement of 100 basis

points higher/lower is considered appropriate to demonstrate the sensitivity of the Group to movements in interest rates. The sensitivity

was calculated by taking interest rate instruments including loans and borrowings, bonds, interest rate swaps and cross currency interest

rate swaps at balance date and adjusting the interest rate upwards and downwards to quantify the resulting impact to profit or loss and

other comprehensive income.

22.3 Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and energy prices will affect the

Group’s income or the value of its holdings of financial assets and liabilities. The objective of market risk management is to manage and

control market risk exposures within acceptable parameters, while optimising the return.

22.3.1 Interest rate risk (cash flow and fair value)

Interest rate risk is the risk of interest rate volatility negatively affecting the Group's interest expense cash flow and earnings. Infratil

mitigates this risk by issuing term borrowings at fixed interest rates and entering into Interest Rate Swaps to convert floating rate exposures

to fixed rate exposures. Borrowings issued at fixed rates expose the Group to fair value interest rate risk which is managed by the interest

rate repricing profile and hedging.

115

22.3.2 Foreign currency risk
The Group has exposure to foreign currency risk on the value of its net investment in foreign investments, assets and liabilities, future

investment obligations and future income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to

occur. Decisions on buying forward cover for likely foreign currency investments is subject to the Group’s expectation of the fair value of

the relevant exchange rate.

The Group may enter into forward exchange contracts to reduce the risk from price fluctuations of foreign currency commitments

associated with the construction of generation assets and to hedge the risk of its net investment in foreign operations. Any resulting

differential to be paid or received as a result of the currency hedging of the asset is reflected in the final cost of the asset. The Group has

elected to apply cash flow hedge accounting to these instruments.

The following table shows the impact on post-tax profit and equity if the New Zealand dollar had weakened or strengthened by


10 per cent against the currencies with which the Group has foreign currency risk with, all other variables held constant.

20212020

USD


$Millions

AUD


$Millions

USD

$Millions

AUD

$Millions

Profit or loss

Strengthened by 10 per cent- (11.1)- (11.6)

Weakened by 10 per cent- 11.1 - 11.6

Other comprehensive income

Strengthened by 10 per cent(5.8)(130.8)(1.1)(99.5)

Weakened by 10 per cent5.8 133.3 1.1 103.6

Assumptions used in the foreign currency exposure sensitivity analysis include:

Reasonably possible movements in foreign exchange rates were determined based on a review of historical movements. A movement of

plus or minus 10% has been applied to the AUD/NZD and USD/NZD exchange rates to demonstrate the sensitivity of foreign currency

risk of the company’s investment in foreign operations and associated derivative financial instruments. The sensitivity was calculated by

taking the AUD and USD spot rate as at balance date, moving this spot rate by plus and minus 10% and then reconverting the AUD

and USD balances with the ‘new spot-rate’.

Unhedged foreign currency exposures

At balance date the Group has the following unhedged exposure to foreign currency risk arising on foreign currency monetary assets

and liabilities that fall due within the next twelve months:

2021

$Millions

2020

$Millions

Cash, short-term deposits and trade receivables

United States Dollars (USD)1.4 -

Australian Dollars (AUD)0.23.0

22.3.3 Energy price risk

Energy Price Risk is the risk that financial performance will be impacted by fluctuations in spot energy prices. The Group meets its energy sales

demand by purchasing energy on spot markets, physical deliveries and financial derivative contracts. This exposes the Group to fluctuations in

the spot and forward price of energy. The Group has entered into a number of energy hedge contracts to reduce the energy price risk from

price fluctuations. These hedge contracts establish the price at which future specified quantities of energy are purchased and settled. Any

resulting differential to be paid or received is recognised as a component of energy costs through the term of the contract. The Group has

elected to apply cash flow hedge accounting to those instruments it deems material and which qualify as cash flow hedges.



Disclosures at 31 March 2021 exclude amounts relating to Tilt Renewables within assets held for sale.

20212020

At balance date the aggregate notional volume of outstanding energy derivatives were:

Electricity (GWh)2,401.05,006.6

Fair value of energy derivatives ($millions)23.9 20.5

As at 31 March 2021, the Group had energy contracts outstanding with various maturities expected to occur continuously throughout the

next five years. The hedged anticipated energy purchase transactions are expected to occur continuously throughout the contract

period from balance sheet date consistent with the Group's forecast energy generation and retail energy sales. Gains and losses

recognised in the cash flow hedge reserve on energy derivatives as of 31 March 2021 will be continuously released to the income

statement in each period in which the underlying purchase transactions are recognised in the profit or loss.

116

2021
$Millions

2020

$Millions

The termination dates for the energy derivatives are as follows:

Between 0 to 1 year107.4 101.5

Between 1 to 2 years56.9 54.6

Between 2 to 5 years74.2 88.1

Over 5 years - 17.1

238.5 261.3

Energy price sensitivity analysis

The following table shows the impact on post-tax profit and equity of an increase/decrease in the relevant forward electricity prices

with all other variables held constant:

2021

$Millions

2020

$Millions

Profit and loss

10% increase in energy forward prices(7.3)(2.2)

10% decrease in energy forward prices7.52.2

Other comprehensive income

10% increase in energy forward prices(12.3)(57.7)

10% decrease in energy forward prices14.2

57.7

Assumptions used in the energy forward price sensitivity analysis include:

Reasonably possible movements in energy forward prices were determined based on a review of historical movements. A movement of

10% higher/lower is considered appropriate to demonstrate sensitivity to movements in forward energy prices. The sensitivity was

calculated by taking balances that incorporate expectations of forward electricity prices at balance date and adjusting the forward

electricity price upwards and downwards to quantify the resulting impact to profit or loss and other comprehensive income.

22.4 Fair values

With the exception of bond debt and senior notes measured at amortised cost, financial assets and financial liabilities are measured at

fair value, and have a fair value at 31 March 2021 of $2,382.7 million (31 March 2020: $2,142.5 million) compared to an amortised cost

value of $2,397.6 million (31 March 2020: $2,266.3 million).

The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:

2021

$Millions

2020

$Millions

Assets

Derivative financial instruments – energy

145.6 35.7

Derivative financial instruments – cross currency interest rate swaps

7. 1 35.5

Derivative financial instruments – foreign exchange

0.2 1.7

Derivative financial instruments – interest rate15.3 11.6

168.2 84.5

Split as follows:

Current

76.2 18.9

Non-current 92.0 65.5

168.2 84.4

Liabilities

Derivative financial instruments – energy

121.7 15.2

Derivative financial instruments – cross currency interest rate swaps

- -

Derivative financial instruments – foreign exchange

0.2 -

Derivative financial instruments – interest rate34.2 114.1

156.1 129.3

Split as follows:

Current

89.2 8.0

Non-current

66.9 121.3

156.1 129.3

117

Estimation of fair values
The fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are

determined with reference to quoted market prices.

• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.

• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made

of discounted cash flow analysis using the applicable yield curve or available forward price data for the duration of the instruments.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key

types of variables used by the valuation techniques are:

• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and

• discount rates.

Valuation inputSource

Interest rate forward price curvePublished market swap rates

Foreign exchange forward pricesPublished spot foreign exchange rates

Electricity forward price curveMarket quoted prices where available and management's best

estimate based on its view of the long run marginal cost of new

generation where no market quoted prices are available

Discount rate for valuing interest rate derivativesPublished market interest rates as applicable to the remaining

life of the instrument

Discount rate for valuing forward foreign exchange contractsPublished market rates as applicable to the remaining life


of the instrument

Discount rate for valuing electricity price derivativesAssumed counterparty cost of funds ranging from 3.1% to 3.8%

(31 March 2020: 3.1% to 4.1%)

The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect

of these variables that could be used in estimating the fair value of these derivatives. Maximum use is made of observable market data

when selecting variables and developing assumptions for the valuation techniques.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or

indirectly (that is, derived from prices) (level 2)

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3)

The following tables present the Group's financial assets and liabilities that are measured at fair value.

31 March 2021

Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

To ta l

$Millions

Assets per the statement of financial position

Derivative financial instruments - energy- - 145.6 145.6

Derivative financial instruments - cross currency interest rate swaps - 7. 1 - 7. 1

Derivative financial instruments - foreign exchange - 0.2 - 0.2

Derivative financial instruments - interest rate - 15.3 - 15.3

To ta l - 22.6 145.6 168.2

Liabilities per the statement of financial position

Derivative financial instruments - energy - - 121.7 121.7

Derivative financial instruments - cross currency interest rate swaps - - - -

Derivative financial instruments - foreign exchange - 0.2 - 0.2

Derivative financial instruments - interest rate - 34.2 - 34.2

To ta l - 34.4 121.7 156.1

118

31 March 2020
Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

To ta l

$Millions

Assets per the statement of financial position

Derivative financial instruments - energy- 3.1 32.6 35.7

Derivative financial instruments - cross currency interest rate swaps - 35.5 - 35.5

Derivative financial instruments - foreign exchange - 1.7 - 1.7

Derivative financial instruments - interest rate - 11.6 - 11.6

To ta l - 51.9 32.6 84.5

Liabilities per the statement of financial position

Derivative financial instruments - energy - 0.3 14.9 15.2

Derivative financial instruments - cross currency interest rate swaps - - - -

Derivative financial instruments - foreign exchange - - - -

Derivative financial instruments - interest rate - 114.1 - 114.1

To ta l - 114.4 14.9 129.3

There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair

value hierarchy during the year ended 31 March 2021 (31 March 2020: none).

The following table reconciles the movements in level 3 Electricity price derivatives that are classified within level 3 of the fair value

hierarchy because the assumed location factors which are used to adjust the forward price path are unobservable.

2021

$Millions

2020

$Millions

Assets per the statement of financial position

Opening balance32.6 170.6

Foreign exchange movement on opening balance4.1 0.8

Acquired as part of business combination - -

Gains and (losses) recognised in profit or loss341.9 (106.0)

Gains and (losses) recognised in other comprehensive income - (32.8)

Transfer to assets held for sale(233.0)-

Closing balance145.6 32.6

Total gains or (losses) for the year included in profit or loss for assets held at the end of the reporting year131.5 (33.1)

Liabilities per the statement of financial position

Opening balance14.9 2 7. 1

Foreign exchange movement on opening balance1.0 (0.2)

Acquired as part of business combination - -

(Gains) and losses recognised in profit or loss134.7 (11.2)

(Gains) and losses recognised in other comprehensive income - (0.8)

Transfers to liabilities held for sale(28.9) -

Closing balance121.7 14.9

Total gains/(losses) for the year included in profit or loss for liabilities held at the end of the reporting year92.2 3.6

Settlements during the year(18.8)18.6

119

22.5 Risk Management Framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The

Group has established an Audit and Risk Committee for Infratil and each of its significant subsidiaries and associates with responsibilities

which include reviewing management practices in relation to identification and management of significant business risk areas and

regulatory compliance. The Group has developed a comprehensive, enterprise wide risk management framework. Management and

Boards throughout the Group participate in the identification, assessment and monitoring of new and existing risks. Particular attention is

given to strategic risks that could affect the Group. Management reports to the Audit and Risk Committee and the Board on the relevant

risks and the controls and treatments for those risks.

22.6 Capital Management

The Group's capital includes share capital, reserves, retained earnings and non-controlling interests of the Group. From time to time the

Group purchases its own shares on the market with the timing of these purchases dependent on market prices, an assessment of value

for shareholders and an available window to trade on the NZX. Primarily the shares are intended to be held as treasury stock and may

be reissued under the Dividend Reinvestment Plan or cancelled. During the year the Group did not buy back any shares (2020: 887,617

shares). The Company and the Group's borrowings are subject to certain compliance ratios in accordance with the facility agreements

or the trust deed applicable to the borrowings. During the year there have been no breaches in the compliance ratios (2020: nil).

The Group seeks to ensure that no more than 20% of its non-bank debt is maturing in any one year period, and to spread the maturities

of its bank debt facilities between one and five years. Discussions on refinancing of facilities will normally commence at least six months

before maturity. Facilities are maintained with A (2020: A) or above rated financial institutions, and with a minimum number of bank

counterparties to ensure diversification. The Group manages its interest rate profile so as to minimise value volatility. This means having

interest costs fixed for extended terms. At times when long rates appear to be unsustainably high, the profile may be shortened, and

when rates are low the profile may be lengthened.

23 Capital commitments

2021

$Millions

2020

$Millions

Committed but not contracted for

- 5.8

Contracted but not provided for

51.3 500.4

Capital commitments

51.3 506.2

There were no individually material capital commitments as at 31 March 2021. See Note 7 for Infratil's commitments to ASIP and

Clearvision Ventures.

24 Reconciliation of net surplus with cash flow from operating activities

2021

$Millions

2020

$Millions

Net surplus/(loss) for the year(16.0)484.2

(Add)/Less items classified as investing activity:

(Gain)/Loss on investment realisations and impairments(46.5)(489.3)

Add items not involving cash flows:

Movement in financial derivatives taken to the profit or loss4.1 (6.2)

Decrease in deferred tax liability excluding transfers to reserves6.1 (16.2)

Changes in fair value of investment properties(12.0)5.0

Equity accounted earnings of associate net of distributions received(109.0)(12.1)

Depreciation114.0 146.0

Movement in provision for bad debts - 6.0

Amortisation of intangibles13.2 11.3

Other31.0 19.0

Movements in working capital:

Change in receivables(64.5)24.7

Change in inventories - 1.2

Change in trade payables(1.3)51.2

Change in accruals and other liabilities208.4(108.9)

Change in current and deferred taxation(36.1)(15.9)

Net cash flow from operating activities91.4100.0

120

25 Key management personnel disclosures
Key management personnel have been defined as the Chief Executives and direct reports for the Group's operating subsidiaries

(including executive Directors).

2021

$Millions

2020

$Millions

Key management personnel remuneration comprised:

Short-term employee benefits 12.0 12.4

Post employment benefits - -

Termination benefits 0.7 -

Other long-term benefits 1.8 0.2

Share based payments(1.1)1.8

13.4 14.4

Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $2.2 million (2020: $2.5 million).

26 Related parties

Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of

business. A number of key management personnel are also Directors of Group subsidiary companies and associates.

Morrison & Co Infrastructure Management Limited ('MCIM') is the management company for the Company and receives management

fees in accordance with the applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership

('MCO'). Mr Bogoievski was a director of Infratil until 31 March 2021 and is a director and Chief Executive Officer of MCO. Mr Boyes

assumed the role of Infratil Chief Executive Officer from 1 April 2021. Entities associated with Mr Bogoievski and Mr Boyes also have a

beneficial interest in MCO.

Management and other fees paid by the Group (including associates) to MCIM, MCO or its related parties during the year were:

Note

2021

$Millions

2020

$Millions

Management fees2745.7 37.3

International Portfolio Incentive fee28223.1 125.0

Transaction costs relating to acquisition of subsidiary9.8 -

Directors fees1.8 2.0

Financial management, accounting, treasury, compliance and administrative services 1.6 1.3

Risk management reporting - -

Investment banking services - 1.2

Total management and other fees282.0 166.8

During the year, third party transaction costs of $9.8 million were paid by HRL Morrison & Co (Australia) Pty Limited and subsequently

oncharged to Qscan Group.

The above table includes $0.4 million paid by discontinued operations in the year ended 31 March 2021 (2020: $0.4 million).

At 31 March 2021 amounts owing to MCIM of $4.5 million (excluding GST) are included in trade creditors (2020: $3.0 million).

121

Morrison & Co., or Employees of Morrison & Co. received directors fees from the Company, subsidiaries or associates as follows:
2021

$000’s

2020

$000’s

CDC Group Holdings Pty Ltd160.6 157.9

Cullinan Holding Trust (ANU Student Accommodation) - 7.2

Infratil Limited - 112.0

Infratil Infrastructure Property Limited45.0 45.0

Galileo Green Energy, LLC365.4 -

Longroad Energy Holdings, LLC111.8 183.6

New Zealand Bus Limited - 73.1

Perth Energy Pty Limited - 88.4

Qscan Group Holdings Newco Pty - -

RA (Holdings) 2014 Pty Limited169.0 243.5

Snapper Services Limited - 12.7

Tilt Renewables Limited409.1447.3

Trustpower Limited247.5276.3

Vodafone New Zealand Limited - -

Wellington International Airport Limited276.8 381.9

1,785.22,028.9

27 Management fee to Morrison & Co Infrastructure Management Limited

The management fee to MCIM comprises a number of different components:

A New Zealand base management fee is paid on the 'New Zealand Company Value' at the rates of 1.125% p.a on New Zealand

Company value up to $50 million, 1.0% p.a on the New Zealand Company Value between $50 million and $150 million, and 0.80% p.a on

the New Zealand Company Value above $150 million. The New Zealand Company Value is:

• the Company's market capitalisation as defined in the management agreement (i.e. the aggregated market value of the Company's

listed securities, being ordinary shares, partly paid shares and, Infratil Infrastructure bonds);

• plus the Company and its wholly owned subsidiaries' net debt (excluding listed debt securities and the book value of the debt in any

non-Australasian investments);

• minus the cost price of any non-Australasian investments; and,

• plus/minus an adjustment for foreign exchange gains or losses related to non-New Zealand investments.

An international fund management fee is paid at the rate of 1.50% p.a on:

• the cost price of any non-Australasian investments; and,

• the book value of the debt in any wholly owned non-Australasian investments.

28 International Portfolio Incentive fee

International Investments are eligible for International Portfolio incentive fees (‘Incentive fees’) under the Management Agreement

between MCIM and Infratil. The Agreement allows for incentives to be payable for performance in excess of a minimum hurdle of

12% p.a in three separate areas:

• Initial Incentive Fees;

• Annual Incentive Fees; and,

• Realised Incentive Fees.

To the extent that there are assets that meet these criterion, independent valuations are performed on the respective International

Investments to determine whether any Incentive Fees are payable.

International Portfolio Initial Incentive Fee

International Investments become eligible for the Initial Incentive Fee assessment on the third balance date (31 March) that they have

been held continuously by the Company. All International Investments that are acquired in any one financial year are grouped together

for the purposes of the Initial Incentive Fee, and an Initial Incentive Fee is payable at 20% of the outperformance of those assets

against a benchmark of 12% p.a. after tax, compounding.

There were no International Investments eligible for the International Portfolio Initial Incentive Fee as at 31 March 2021.


(31 March 2020: None).

122

International Portfolio Annual Incentive Fee
Thereafter International Investments are grouped together, and an Annual Incentive Fee is payable at 20% of the outperformance of

those assets against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost.

The Company’s investments in CDC Data Centres, Longroad Energy, RetireAustralia, Tilt Renewables and ASIP are eligible for the

International Portfolio Annual Incentive fee assessment as at 31 March 2021 (31 March 2020: ASIP, RetireAustralia, CDC Data Centres,

Longroad Energy and Tilt Renewables).

Based on independent valuations obtained as at 31 March 2021, an Annual Incentive Fee of $223.1 million is payable to MCIM


(31 March 2020: $125.0 million).

International Portfolio Realised Incentive Fee

Realised Incentive Fees are payable on the realised gains from the sale or other realisation of International Investments at 20% of the

outperformance (since the last valuation date) against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent

31 March valuation, or cost. No Realised Incentive Fees were payable as at 31 March 2020 or 31 March 2021.

2021

$000’s

2020

$000’s

ASIP

1.6(0.8)

CDC Data Centres

140.2 105.5

Longroad Energy

(8.0)6.1

RetireAustralia

3.2 (18.0)

Tilt Renewables86.132.2

223.1125.0

All Incentive fees accrued in 2021 relate to the Annual Incentive Fee assessment. (2020: All incentive fees relate to the Annual incentive

fee assessment.)

Payment of Annual Incentive Fees

Any Annual Incentive Fee calculated in respect of a Financial Year is earned and paid in three annual instalments, with the second and

third instalments only being earned and payable if, at each relevant assessment date, the fair value of the relevant asset (including

distributions, if any) exceeds the greater of fair value or cost as at the 31 March for which the Incentive Fee was first calculated.

29 Contingent liabilities

The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed

of Negative Pledge, Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.

Shareholder support for Wellington International Airport

On 20 May 2020 Infratil and Wellington City Council entered into a shareholder support agreement with Wellington International Airport

to enable the airport to access to up to $75.0 million of additional funding by way of non-participating redeemable preference shares,

if required. Infratil's contribution to this funding is proportional to its 66% ownership interest.

Shareholder support for RetireAustralia

On 12 May 2020 Infratil and consortium partner the New Zealand Superannuation Fund entered into a shareholder support agreement

with RetireAustralia to enable RetireAustralia to access to up to A$20.0 million of additional equity funding, if required. Infratil's

contribution to this funding is proportional to its 50% ownership interest.

30 Events after balance date

Dividend

On 18 May 2021, the Directors approved a partially imputed final dividend of 11.5 cents per share to holders of fully paid ordinary

shares to be paid on 22 June 2021.

Acquisition of Pacific Radiology Group

On 29 April 2021 Infratil announced that it had executed a conditional agreement to acquire between 50.1% and 60% of Pacific

Radiology Group Limited ('Pacific Radiology'), a comprehensive Diagnostic Imaging business in New Zealand, from existing Doctor

shareholders. Infratil confirmed on 13 May 2021 that the acquisition is now unconditional and that completion of the acquisition is

expected to occur on 31 May 2021, for total consideration of approximately $312 million to $344 million.

The initial accounting for the acquisition of Pacific Radiology is incomplete at the date these financial statements were authorised for

issue. Pacific Radiology will be a subsidiary of Infratil and consolidated into the Group financial statements from the date of acquisition

as Infratil’s ownership interest will be between 53.5% and 58.5%, with voting governance rights consistent with its interest. Business

combination accounting for the acquisition will be applied based on the assets and liabilities of Pacific Radiology at the completion

date and is expected to give rise to goodwill.

123




© 2021 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International

Limited, a private English company limited by guarantee. All rights reserved.


Independent Auditor’s Report

To the shareholders of Infratil Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Infratil Limited

(the ’company’) and its subsidiaries (the 'group') on

pages 70 to 123:

— present fairly in all material respects the Group’s

financial position as at 31 March 2021 and its

financial performance and cash flows for the year

ended on that date; and

— comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 March 2021;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for the

year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation services, audit of regulatory

disclosures, other assurance engagements and other consultancy services. Subject to certain restrictions, partners

and employees of our firm may also deal with the group on normal terms within the ordinary course of trading

activities of the business of the group. These matters have not impaired our independence as auditor of the group.

The firm has no other relationship with, or interest in, the group.

Scoping

The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on the

consolidated financial statements as a whole, taking into account the structure of the group, the significance and

risk profile of each investment it owns, the group’s accounting processes and controls, and the industry in which

the investments operates.


124






2


In establishing the overall approach to the group audit, we determined the type of work that needed to be

performed at the component level by us, as the group engagement team, or component auditors operating under

our instruction.

A full scope audit was performed on the most significant investments for the group using component materialities

which were lower than group materiality. The component materiality took into account the size and the risk profile

of each component.

Where the work was performed by component auditors, we determined the level of involvement we needed to

have in the audit work at those investments to be able to conclude whether sufficient appropriate audit evidence

had been obtained as a basis for our opinion on the group financial statements as a whole. We kept in regular

communication with component audit teams throughout the year with phone calls, discussions and written

instructions and ensured that the component audit teams had the appropriate skills and competencies which are

needed for the audit. We reviewed the work undertaken by component auditors in order to ensure the quality and

adequacy of their work.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $40 million determined with reference to a benchmark of group total assets. We chose total

assets given the asset intensive nature of the group’s underlying investments and that this is a more stable and

relevant measure than a profit measure. Materiality represents 0.5% of the selected benchmark.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Valuation of Property, Plant and Equipment

As disclosed in note 14 of the financial statements, the group has property, plant and equipment of $3,239

million (2020: $3,958 million), with renewable generation assets, land and civil works and buildings making up

the majority of this balance. The group has a policy of recording classes of property, plant and equipment at

cost less accumulated depreciation, or at valuation, with valuations undertaken at least every 5 years with a

material change assessment carried out in the intervening years.

Renewable generation assets ($1,758 million)

Valuation of renewable generation assets is considered to

be a key audit matter due to both its magnitude and the

judgement involved in the assessment of the fair value of

these assets by the group’s Directors. The judgement

relates to the valuation methodology used and the

assumptions included within that methodology.

A full revaluation of both hydro generation assets was

carried out as at 31 March 2020 with a material change

assessment carried out in the current year.

Our procedures over the renewable generation

asset valuations included:

− Comparing the forward electricity price path

used in the independent valuation to current

externally derived market data and our

independent estimate of the price path;

− Comparing forecast generation volumes and

operating costs assumed in the independent

valuation against actual realised volumes and

operating costs incurred;

125






3


The key audit matter How the matter was addressed in our audit

The assumptions included in the valuations that have the

largest impact on fair value are:

− Forward electricity price path forecasts;

− Future generation volumes;

− The impact of future changes to the voided Cost of

Transmission pricing regime in New Zealand;

− Discount rates applied to the estimated future cash

flows to determine a present-day value; and

− Forecast costs of operating the generation schemes.

− Assessing the appropriateness of forecast

Avoided Cost of Transmission revenue included

within the valuation, considering the

assumptions applied by management and latest

Electricity Authority announcements; and

− Using valuation specialists to assess the

appropriateness of the discount rate applied to

the estimated future cash flows by comparing

this to rates used by other market participants.

Land and civil works ($676 million) and Buildings ($550

million).

Valuation of land and civil works and buildings, specifically

in relation to airport assets, is considered to be a key audit

matter due to the magnitude and judgement involved in

the assessment of the fair value of these assets by the

group’s Directors. The judgement relates to the valuation

methodologies used and the assumptions included in each

of those methodologies.

In 2021, Management have considered, and sought, input

from the independent valuers as to any changes to the key

assumptions used in the valuation methodologies and

whether these changes indicate a material change in the

value of the property, plant and equipment held at fair

value.

The assumptions that have the largest impact on the

valuations are:

− The potential value of the airport land if there was no

airport on the site, primarily driven by the weighted

average cost of capital;

− The replacement cost of buildings including the main

terminal building;

− The replacement cost of civil assets including the

runway, taxiways and roads;

− The estimated future passenger numbers and

resulting cash flows; and

− Discount rates applied to the estimated future cash

flows from the vehicle and accommodation assets.





Our procedures to assess the land and civil works

and buildings valuations included utilising valuation

specialists to assess the changes in key

judgemental assumptions which have the largest

impact on the valuation. This included:

− Comparing the valuation methodologies used

by the valuer for the group, to the valuation

methodologies used by other airports within

New Zealand;.

− Assessing the changes to the weighted average

cost of capital and discount rates against

observable market data;

− Assessing the changes in the cost of buildings

and civil assets;

− Assessing the changes in the value of

underlying land prices with reference to

observable market transactions and relevant

indices; and

− Assessing the future cash flows against

budgets, forecast passenger numbers and

historical financial performance.

126






4


The key audit matter How the matter was addressed in our audit

Carrying value of investment in associates

The carrying value of the group’s investment in associates

as at 31 March 2021 was $2,127 million. Investments in

associates contribute a significant portion of the group’s

net surplus and total assets.

Given the significance of these investments to the group,

we consider this to be a key audit matter.


Our procedures performed to assess the c

arrying

value of associates included, amongst others:

− Recalculating the share of profit from equity

accounted investments using investee financial

information;

− Testing a sample of acquisitions made and

distributions received from associates during

the year;

− Consideration of associate’s performance to

date with reference to the most recent audited

financial statements and assessment of

relevant indicators of impairment; and

− Where valuation models have been used to

support carrying value, we have utilised our

valuation specialists to consider the discount

rates and cash flow projections used within the

models.

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the reports of the Chief Executive and the Chair, Infratil’s summary financial

information, and disclosures relating to strategy, corporate governance, Infratil’s businesses and statutory

information (on pages 1 to 69 and page 129 to 144). Our opinion on the consolidated financial statements does

not cover any other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.


127






5


Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards);

— implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Brent Manning. For and on

behalf of





KPMG

Wellington

18 May 2021



128

Corporate
Governance

The Board is committed to undertaking its role in accordance with

internationally accepted best practice, within the context of

Infratil’s business. Infratil’s corporate governance practices have

been prepared with reference to the Financial Markets Authority’s

Corporate Governance Handbook, the requirements of the NZX

Listing Rules and the recommendations in the NZX Corporate

Governance Code (“NZX Code”).

Copies of Infratil’s key corporate governance documents are

available on the corporate governance section of Infratil’s

website:

www.infratil.com/about-us/corporate-governance/.

These include Infratil’s Constitution, the Management Agreement,

the Board and Committee Charters, the Corporate Governance

Statement (which discloses Infratil’s compliance with the

NZX Code) and key corporate governance policies.

Corporate governance structure

The Board is elected by the shareholders with overall responsibility

for the governance of Infratil, while the day to day management

of Infratil has been delegated to Morrison & Co. The respective

roles of the Board and Morrison & Co within this corporate

governance structure are summarised below.

The Board

Role of the Board

The Board’s role and responsibilities are set out in the Board

Charter. The primary role of the Board is to approve and monitor

the strategic direction of Infratil recommended by Morrison & Co

and add long-term value to Infratil’s shares, having appropriate

regard to the interests of all material stakeholders.

Further information on the Board’s role is set out in the Corporate

Governance Statement and the Board Charter.

Board Committees

The Board has established four standing committees, and other

committees may be formed when it is efficient or necessary to

facilitate efficient decision-making or when required by law:

• Audit and Risk Committee

The Board has established this Committee to oversee financial

reporting, accounting policies, financial management, internal

control systems, risk management systems, systems for

protecting assets and compliance.

• Nomination and Remuneration Committee

The Board has established this Committee to manage the

identification, consideration and recommendation of director

appointments to the Board, succession planning for Directors,

ensuring written agreements are in place for all Directors, the

induction programme for new Directors and recommending

remuneration for directors for consideration by shareholders.

• Manager Engagement Committee

The Board has established the Manager Engagement

Committee to monitor Morrison & Co’s performance and

compliance with the Management Agreement.

Further information on the Audit and Risk Committee, Nomination

and Remuneration Committee and Manager Engagement

Committee is set out in the Corporate Governance Statement.

Board Membership

The number of Directors is determined by the Board, in

accordance with Infratil’s constitution, to ensure it is large enough

to provide a range of knowledge, views and experience relevant

to Infratil’s business. The composition of the Board will reflect the

duties and responsibilities it is to discharge and perform in setting

Infratil’s strategy and seeing that it is implemented. The Board

Charter requires both a majority of the Board, and the Chairman,

to be independent Directors.

The Board currently comprises seven Directors (six independent

Directors and one non-independent Director). The composition


of the Board, experience and Board tenure are set out below:

Mark Tume (BBS, Dip Bkg Stud)


Chairman and Independent Director

Mark Tume has been Chairman since 2013 and a director since

2007. He is a director of RetireAustralia and Chair of Ngai Tahu

Holdings Corporation and Te Atiawa Iwi Holdings. Mr Tume’s

professional experience has been in banking and funds

management.

Jason Boyes (BCA, LLB (Hons))


Non-Independent Director

Jason Boyes is Chief Executive of Infratil and joined the Board on

1 April 2021. He is Chair of Longroad Energy and Galileo Green

Energy. He joined Morrison & Co in 2011 after a 15 year legal

career in corporate finance and M&A in New Zealand and London.

He led Infratil’s strategic review of its stake in Tilt Renewables,


led the successful IPO of Z Energy in 2013, and has been

instrumental in numerous Infratil investments since, including the

acquisition of Vodafone NZ and subsequent capital raise in 2019,

and the establishment of Longroad Energy in 2016 and Galileo

Green Energy in 2020. Mr Boyes has an interest in Morrison & Co,

which has the Management Agreement with Infratil.

Alison Gerry (BMS(Hons), MAppFin)


Independent Director

Alison Gerry joined the Board in 2014 and is Chair of the Audit


and Risk Committee. She is a director of Wellington International

Airport, ANZ Bank New Zealand, Vero Insurance New Zealand


and Chair of Sharesies. Ms Gerry is also a former Deputy Chair of

Kiwibank and a former director of Spark, TVNZ, NZX, Queenstown

Airport and Pioneer Energy. She has more than 20 years of

executive experience working for both corporates and financial

institutions in Australia, Asia and London in trading, finance


and risk roles. Ms Gerry was also a Visiting Fellow at Macquarie

University for 12 years teaching on the Masters of Applied Finance

programme in Australia and Asia.

Paul Gough (BCom(Hons))


Independent Director

Paul Gough joined the Board in 2012. He is managing partner of

the UK private equity fund STAR Capital. He is a director of several

international companies in the transport, logistics, healthcare,

infrastructure and financial services sectors. Mr Gough previously

worked for Credit Suisse First Boston in New Zealand and London

and is a member of INFINZ.

Kirsty Mactaggart (BAcc, CA)


Independent Director

Kirsty Mactaggart joined the Board in 2019. She was most recently

the Head of Equity Capital Markets, Corporate Finance and

Governance Asia for Fidelity International, and was previously


a Managing Director at Citigroup across Hong Kong and London.

She has 25 years global financial market experience with a unique

investor perspective and a focus on governance. Ms Mactaggart

is originally from Scotland but is now a New Zealand resident.

129

Catherine Savage (BCA, FCA)
Independent Director

Catherine Savage joined the Board in 2019. She is a highly

experienced investor and director with substantial governance

experience in the investment management sector. Ms Savage


has previously served as Chair of the Guardians of New Zealand

Superannuation, Chairperson of the National Provident Fund,

an independent director of the Todd Family Office, Kiwibank and

Pathfinder Asset Management, and earlier led AMP Capital in

New Zealand. Ms Savage is Co-Chair of the New Zealand

Chapter for Women Corporate Directors, a Fellow of Chartered

Accountants Australia & New Zealand, a Fellow of The Institute of

Directors and a Fellow of INFINZ.

Peter Springford (MBA)


Independent Director

Peter Springford joined the Board in 2016. He is a director of


Zespri and has extensive experience in managing companies in

Australia, New Zealand and Asia, including five years based in

Hong Kong as President of International Paper (Asia) Limited and

four years as Chief Executive Officer and Managing Director of

Carter Holt Harvey Limited. Mr Springford is a chartered member

of the New Zealand Institute of Directors.

Independence

The Board Charter sets out the standards for determining whether

a Director is independent for the purposes of service on the Board

and committees. These standards reflect the requirements of the

NZX Listing Rules.

A Director is independent if the Board affirmatively determines

that the Director satisfies these standards. The Board has

determined that:

• All the non-executive Directors (namely, M Tume, A Gerry,


P Gough, K Mactaggart, C Savage and P Springford) are

independent Directors.

• The Chief Executive (J Boyes), as an employee of Morrison & Co

and occupying a position analogous to an executive Director, is

not an independent Director.

Tenure

Directors are not appointed for fixed terms. However, the

Constitution and the NZX Listing Rules require all Directors to

stand for re-election at the 3

rd

annual meeting after appointment

or after three years (whichever is longer).

A Director appointed by the Board to fill a casual vacancy must

also stand for election at the following annual meeting.

Board and Committee Meetings

The Board will normally hold at least six meetings in each year,

and additional Board meetings are held where necessary in order

to prioritise and respond to issues as they arise.

The Board and Committee meetings and attendance in Financial

Year 2021 are set out below:

Full

agenda

board

meetings

Limited

agenda

board

meetings

Audit


and risk

committee

Nomination

and

remuneration

committee

3

Manager

engagement

committee

M Tume10/1015/154/51/19/9

M Bogoievski

1

10/10 15/15---

A Gerry10/1015/155/51/19/9

P Gough10/1015/15-1/19/9

K Mactaggart10/1015/155/5-9/9

C Savage


10/1015/155/5-9/9

P


Springford10/1015/155/5-9/9

1

Retired on 31 March 2021

Independent Professional Advice and Training

With the approval of the Chairman, Directors are entitled to seek

independent professional advice on any aspect of the Directors’

duties, at Infratil’s expense. Directors are also encouraged to

identify and undertake training and development opportunities.

Board Performance and Skills

The Board, the Audit and Risk Committee and individual Directors

are subject to a performance appraisal from time to time, further

information on which is set out in the Corporate Governance

Statement.

Directors’ and Officers’ Insurance

Infratil has arranged Directors’ and Officers’ liability insurance

covering Directors acting on behalf of Infratil. Cover is for

damages, judgements, fines, penalties, legal costs awarded and

defence costs arising from wrongful acts committed while acting

for Infratil. The types of acts that are not covered are dishonest,

fraudulent, malicious acts or omissions, wilful breach of statute or

regulations or duty to Infratil, improper use of information to the

detriment of Infratil, or breach of professional duty.

Takeover Protocols

The Board has approved protocols that set out the procedure to

be followed if there is a takeover offer for Infratil, which reflect the

requirements of the Takeovers Code, market practice and

recommendations by the Takeovers Panel.

Morrison & Co

Role of Morrison & Co

The day to day management responsibilities have been

delegated to Morrison & Co under the Management Agreement.

The Management Agreement specifies the duties and powers of

Morrison & Co, and the management fee payable to Morrison &

Co (which is summarised in note 26 to the Financial Statements on

page 121 of this annual report).

The Board determines and agrees with Morrison & Co specific

goals and objectives, with a view to achieving the strategic goals

of Infratil. Between Board meetings, the Chairman maintains an

informal link between the Board and Morrison & Co, and is kept

informed by Morrison & Co on all important matters. The Chairman

is available to Morrison & Co to provide counsel and advice where

appropriate. Decisions of the Board are binding on Morrison & Co.

Morrison & Co is accountable to the Board for the achievement of

the strategic goals of Infratil. At each of its Board meetings, the

130

Board receives reports from or through Morrison & Co including
financial, operational and other reports and proposals.

Infratil’s management comprises people employed by


Morrison & Co (including the Chief Executive and Chief Financial

Officer), and people employed by Infratil’s subsidiaries and

investee companies.

Manager Performance

A key responsibility of the Board is monitoring Morrison & Co’s

performance and compliance with the Management Agreement

(including potential conflicts between the interests of Morrison &

Co and the interests of Infratil shareholders). Given the importance

of this responsibility in the context of Infratil’s business, the Board

has established the Manager Engagement Committee as a

dedicated Board committee charged with this responsibility.

The Board also recognises the potential for conflicts to arise in the

allocation of investment opportunities among clients of Morrison

& Co (including Infratil). Infratil has used investment joint ventures

for many years and expects to continue to do so, and the Board

encourages Morrison & Co to identify aligned parties with which

Infratil can co-invest. Accordingly, the Board and Morrison & Co

have agreed a deal allocation process so Infratil has visibility of all

investment opportunities that fit with Infratil’s investment strategy

and clear investment rights in respect of those opportunities.

The Board initiates a review of the Management Agreement from

time to time. An external review of the management fee payable

to Morrison & Co under the Management Agreement was

conducted in Financial Year 2018 (and the key conclusions of that

were noted in the 2018 Annual Report).

Health And Safety

Health and safety is managed by Infratil’s operational businesses

and Morrison & Co (rather than in aggregate at a group level),

and the Board is provided with regular health and safety reports

for those operating businesses and Morrison & Co.

Diversity

Infratil has a Diversity Policy, which describes Infratil’s approach to

diversity and inclusion and how diversity and inclusion is promoted

and embedded within Infratil, portfolio businesses and Morrison &

Co as manager of Infratil. The policy applies to the Board and

also sets out the diversity principles which Infratil expects portfolio

businesses and Morrison & Co as manager of Infratil to adopt for

their own businesses.

Further information on the Diversity Policy is set out in the

Corporate Governance Statement.

The following table provides a quantitative breakdown as at


31 March 2021 as to the gender composition of the Board,

Infratil’s Officers, and senior executives and employees in portfolio

businesses and Morrison & Co:

2021 PositionNumberProportion

FemaleMaleFemaleMale

Board3443%57%

Officers

1

1233%67%

Morrison & Co578041%59%

Senior

Executives

2

166520%80%

Organisation

3

2,4802,35651%49%

2020 PositionNumberProportion

FemaleMaleFemaleMale

Board3443%57%

Officers

1

1233%67%

Morrison & Co568240%60%

Senior

Executives

2

165722%78%

Organisation

3

1,6102,15041%59%

1

Officers comprise the Chief Executive, Chief Financial Officer and

Company Secretary

2

Senior Executives are defined as a CEO or CEO direct report, or a position

that effectively carries executive responsibilities, in portfolio businesses

3

Organisation includes all portfolio businesses

Risk Management

Risk Management and Compliance

The Audit and Risk Committee is responsible for ensuring that

Infratil has an effective risk management framework to identify,

treat and monitor key business risks and regulatory compliance,

and also reviews management practices in these areas. Formal

systems have been introduced for regular reporting to the Board

on business risk, including impacts and mitigation strategies and

compliance matters.

Morrison & Co (via the Chief Executive and Chief Financial Officer)

is required to, and has confirmed to the Audit and Risk Committee

and the Board in writing that, in their opinion:

• Financial records have been properly maintained and Infratil’s

financial statements present a true and fair view, in all material

respects, of Infratil’s financial condition, and operating results

are in accordance with relevant accounting standards;

• The financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice and

comply with International Financial Reporting Standards and

other applicable financial reporting standards for profit-

oriented entities;

• This opinion has been formed on the basis of a sound system of

risk management and internal control which is operating

effectively; and

• That system of risk management and internal control is

appropriate and effective internal controls and risk

management practices are in place to safeguard and protect

Infratil’s assets, to identify, assess, monitor and manage risk,

and identify material changes to Infratil’s risk profile.

131

Internal Financial Control
The Board has overall responsibility for Infratil’s system of internal

financial control. Infratil does not have a separate internal audit

function, however the Board has established procedures and

policies that are designed to provide effective internal financial

control:

• Annual budgets, forecasts and reports on the strategic direction

of Infratil are prepared regularly and reviewed and agreed by

the Board.

• Financial and business performance reports are prepared

monthly and reviewed by the Board throughout the year to

monitor performance against financial and non-financial

targets and strategic objectives.

External Auditor

The Audit and Risk Committee is also responsible for the selection

and appointment of the external auditor (which is included within

the External Audit Relationship section of the Audit and Risk

Committee Charter) and ensuring that the external auditor or

lead audit partner is changed at least every five years.

Going Concern

After reviewing the current results and detailed forecasts, taking

into account available credit facilities and making further

enquiries as considered appropriate, the Directors are satisfied

that Infratil has adequate resources to enable it to continue in

business for the foreseeable future. For this reason, the Directors

believe it is appropriate to adopt the going concern basis in

preparing the financial statements.

Reporting and Disclosure

Disclosure

Infratil is committed to promoting investor confidence by providing

forthright, timely, accurate, complete and equal access to

information, and to providing comprehensive continuous

disclosure to shareholders and other stakeholders, in compliance

with the NZX Listing Rules. This commitment is reflected in Infratil’s

Disclosure and Communications Policy. Under this policy:

• All shareholder communications and market releases are

subject to review by Morrison & Co (including Chief Executive,

Chief Financial Officer and legal counsel), and information is

only released after proper review and reasonable inquiry.

• Full year and half year results releases are approved by the

Audit and Risk Committee and by the Board.

Shareholder and other Stakeholder Communications

Infratil aims to communicate effectively, give ready access to

balanced and understandable information about Infratil group

and corporate proposals and make it easy to participate in

general meetings. Infratil seeks to ensure its shareholders are

appropriately informed on its operations and results, with the

delivery of timely and focused communication, and the holding of

shareholder meetings in a manner conducive to achieving

shareholder participation.

Shareholder meetings are generally held in a location and at a

time which is intended to maximise participation by shareholders.

Full participation of shareholders at the annual meeting is

encouraged to ensure a high level of accountability and

identification with Infratil’s strategies and goals. Shareholders

have the opportunity to submit questions prior to each meeting

and Morrison & Co, senior management of portfolio businesses

and auditors are present to assist in and provide answers to

questions raised by shareholders. There is also generally an

opportunity for informal discussion with Directors, Morrison & Co

and senior management for a period after the meeting

concludes.

Infratil supports the efforts of the New Zealand Shareholders’

Association (“NZSA”) to raise the quality of relations between

public companies and their shareholders. Shareholders wishing to

learn more about the NZSA can find information on its website

(http://www.nzshareholders.co.nz). While Infratil supports the

general aims and objectives of the NZSA, its specific actions and

views are not necessarily endorsed by Infratil, or representative of

Infratil’s view.

Further information on Infratil’s shareholder and other stakeholder

communications is set out in the Corporate Governance

Statement.

Remuneration and Performance

Directors’ Remuneration

The Board determines the level of remuneration paid to Directors

within the amounts approved from time to time by Shareholders,

(for the year ended 31 March 2021, this was $1,329,375 per

annum, which was approved by Shareholder at the 2019 annual

meeting). Directors are paid a base fee and may also be paid, as

additional remuneration:

• an appropriate extra fee as Chairman or Member of a Board

Committee;

• an appropriate extra fee as a director of an Infratil subsidiary

(other than Trustpower and Tilt Renewables); and

• an appropriate extra fee for any special service as a Director as

approved by the Board.

In addition, Directors are entitled to be reimbursed for costs

directly associated with the performance of their role as Directors,

including travel costs. The Chairman approves all Directors’

expenses, and the Chair of the Audit and Risk Committee

approves the Chairman’s expenses.

Mr Boyes is not paid fees in his capacity as a Director, and

receives no remuneration from Infratil for his role as Chief

Executive, and his remuneration as Chief Executive is paid by

Morrison & Co.

Remuneration is reviewed annually by the Board, and fees are

reviewed against fee benchmarks in New Zealand and Australia

and to take into account the size and complexity of Infratil’s

business. The fee structure approved by the Board for the years

ended 31 March 2021 and 31 March 2022 is set out overleaf:


132

Annual fee structure
Financial


year 2021

(NZD)

Financial


year 2022

(NZD)

Base Fees:

Chairman of the Board256,800273,800

Director121,750131,500

Overseas Director (P Gough)152,188164,212

CEO (M Bogoievski/J Boyes)NilNil

Board Committee Fees:

Audit and Risk Committee

Chair38,50040,000

Member19,70020,600

Nomination and


Remuneration Committee

ChairNilNil

MemberNilNil

Manager Engagement

Committee

Chair (ex officio Chairman of


the Board)NilNil

Member7,5007,500

Remuneration paid to Directors (as a Director of Infratil and, where

applicable, as a director of an Infratil subsidiary) in respect of the

year ended 31 March 2021 (and 31 March 2020) is set out below

(note that all amounts exclude GST or VAT where appropriate):

Directors’ Remuneration paid by Infratil

Directors’ remuneration (in their capacity as such) in respect of


the year ended 31 March 2021 and 31 March 2020 paid by the

Company was as follows (these amounts exclude GST, where

appropriate):

Director

Financial


year 2021

(NZD)

Financial


year 2020

(NZD)

M Tume (Chairman)256,800239,800

M Bogoievski-112,000

A Gerry 167,750156,500

P Gough159,688147,500

K Mactaggart148,950128,798

C Savage

1

148,95089,019

P Springford129,250129,002

To ta l1,011,3881,049,846

1

Ms Savage was appointed on 1 August 2019

Directors’ Remuneration paid by Infratil Subsidiaries

Directors’ remuneration (in their capacity as such) in respect of


the year ended 31 March 2021 and 31 March 2020 paid by

subsidiaries was as follows (these amounts exclude GST where

appropriate):

Director

Financial


year 2021

(NZD)

Financial


year 2020

(NZD)

A Gerry (Wellington International

Airport Limited) 80,371104,754

No other benefits have been provided by Infratil or its subsidiaries

to a Director for services as a Director or in any other capacity,

other than as disclosed in the related party note to the financial

statements, or in the ordinary course of business. No loans have

been made by Infratil or its subsidiaries to a Director, nor has

Infratil or its subsidiaries guaranteed any debts incurred by a

Director.

Employee Remuneration

During the year ended 31 March 2021, the following number of

employees (and former employees) of Infratil and its subsidiaries

received remuneration and other benefits in their capacity as

employees of at least $100,000. These disclosures are provided in

accordance with sections 211(1)(g) and 211(2) of the Companies

Act 1993 and, accordingly:

• These disclosures provide information in respect of employees

(and former employees) of the portfolio businesses which are

subsidiaries of Infratil. These business are Infratil Infrastructure

Property, Qscan, Tilt Renewables, Trustpower and Wellington

International Airport.

• These disclosures do not provide information in respect of

employees (or former employees) of the portfolio businesses

which are not subsidiaries of Infratil. These businesses are


CDC Data Centres, Galileo Green Energy, Longroad Energy,

RetireAustralia and Vodafone New Zealand.

• These disclosures do not provide information in respect of

employees (or former employees) of Morrison & Co (who include

most of the management team listed on pages 10 of this

annual report, including the Chief Executive and Chief Financial

Officer), as these employees are remunerated by Morrison & Co

and the only cost to Infratil of these employees is the

Management Fee payable to Morrison & Co.

133

Remuneration rangeNumber of employees
$100,000 to $110,00045

$110,001 to $120,000 87

$120,001 to $130,000 92

$130,001 to $140,000 66

$140,001 to $150,000 61

$150,001 to $160,000 14

$160,001 to $170,00023

$170,001 to $180,000 18

$180,001 to $190,000 17

$190,001 to $200,000 12

$200,001 to $210,000 15

$210,001 to $220,000 10

$220,001 to $230,000 8

$230,001 to $240,000 8

$240,001 to $250,000 2

$250,001 to $260,000 5

$260,001 to $270,000 3

$270,001 to $280,000 5

$290,001 to $300,000 1

$320,001 to $330,000 1

$330,001 to $340,000 1

$350,001 to $360,000 1

$360,001 to $370,000 1

$400,001 to $410,000 1

$430,001 to $440,000 1

$440,001 to $450,000 1

$450,001 to $460,000 1

$470,001 to $480,000 1

$480,001 to $490,000 1

$490,001 to $500,000 3

$500,001 to $510,000 1

$520,001 to $530,000 2

$530,001 to $540,000 1

$550,001 to $560,000 1

$560,001 to $570,000 1

$580,001 to $590,000 1

$590,001 to $600,000 2

$630,001 to $640,000 1

$650,001 to $660,000 1

$670,001 to $680,000 1

$700,001 to $710,000 1

$720,001 to $730,000 3

$730,001 to $740,000 2

$750,001 to $760,000 2

$870,001 to $880,000 1

$880,001 to $890,000 1

$920,001 to $930,000 3

$930,001 to $940,000 1

$950,001 to $960,0001

$1,370,001 to $1,380,0001

Disclosures

Directors Holding Office

Infratil’s Directors as at 31 March 2021 were:

• Mark Tume (Chairman)

• Marko Bogoievski

• Alison Gerry

• Paul Gough

• Kirsty Mactaggart

• Catherine Savage

• Peter Springford

Marko Bogoievski retired as a Director on 31 March 2021,


and Jason Boyes was appointed as a Director on 1 April 2021.

Entries in the Interests Register

Statement of Directors’ Interests

As at 31 March 2021, Directors had relevant interests (as defined

in the Financial Markets Conduct Act 2013) in quoted financial

products of Infratil or any related body corporate of Infratil,

as follows:

Beneficial

interests

Non-beneficial

interests

Infratil (IFT) ordinary shares

M Tume49,1327,389

M Bogoievski2,021,245

A Gerry34,048

P Gough197,533

K Mactaggart64,870

C Savage3,509

P Springford44,406

Trustpower (TPW) ordinary shares

M Bogoievski26,318

K Mactaggart8,300

IFT210 Bonds

P Springford40,000

WIA030 Bonds

P Springford30,000

As at 31 March 2021, Directors and senior executives (directors


or employees of Morrison & Co) held, in aggregate, 4.0% of the

Infratil ordinary shares.

134

Dealing in Securities
The following table shows transactions by Directors recorded in

respect of those securities during the period from 1 April 2020 to

31 March 2021:

Director

No of securities

bought/(sold)

Cost/(proceeds)


(NZD)

Infratil Limited (IFT)

ordinary shares

Marko Bogoievski – beneficial

Allotted pursuant to Institutional

Placement - 15/06/2020175,264834,256.64

Allotted pursuant to Share

Purchase Plan - 02/07/202010,75249,996.80

Paul Gough – beneficial

Allotted pursuant to Institutional

Placement - 15/06/202017,22081,967.20

Peter Springford - beneficial

Allotted pursuant to Share

Purchase Plan - 02/07/20203,51616,349.40

On market acquisition – 18/03/218,30060,829.87

On market acquisition - 22/03/211,70012,136.30

Mark Tume - beneficial

Allotted pursuant to Share

Purchase Plan - 02/07/2020 4,51620,999.40

Alison Gerry - beneficial

Allotted pursuant to Share

Purchase Plan - 02/07/2020 2,78612,954.90

On market acquisition – 18/03/216,78149,942.00

Kirsty Mactaggart - beneficial

Allotted pursuant to Share

Purchase Plan - 02/07/20204,58221,306.30

On market acquisitions –

23/03/21-25/03/2120,030138,004.27

C Savage - beneficial

On market acquisitions –

19/03/21-30/03/213,50927,927.00

Use of Company Information

During the period the Board has received no notices from any

Director of the Company or its subsidiaries requesting to use

company information received in their capacity as a Director,

which would not otherwise have been available to them.

Directors’ Relevant Interests

The following are relevant interests of the Company’s Directors

as at 31 March 2021:

M Tume

Director of Yeo Family Trustee Limited

Director of Long Board Limited

Director of Welltest Limited

Director of Koau Capital Partners Ltd

Director of various Infratil wholly owned companies

Director of RetireAustralia Pty Limited

Director of Blink Pay Global Group Limited

Chair of Te Atiawa Iwi Holdings Limited Partnership

Chair of Ngai Tahu Holdings Corporation Limited

M Bogoievski

Director of Zig Zag Farm Limited

Director of various Infratil wholly owned companies

Director and shareholder of Tend Health Limited

Chief Executive of the H.R.L. Morrison & Co group, and Director of

H.R.L. Morrison & Co Group GP Limited and companies wholly-

owned by the H.R.L. Morrison & Co Group Limited Partnership

A Gerry

Director of Wellington International Airport Limited

Director of Glendora Holdings Limited

Director of Glendora Avocados Limited

Director of Vero Insurance New Zealand Limited

Director of Vero Liability Insurance New Zealand Limited

Director of Asteron Life Limited

Director of On Being Bold Limited

Director of Sharesies AU Group Limited

Director of Sharesies Group Limited

Director of Sharesies Limited

Director of Sharesies Nominee Limited

Director of ANZ Bank New Zealand Limited

135

P Gough
Partner of STAR Capital Partners

Director of various STAR Capital Group entities

Director of Star Asset Finance Limited

Director of Eversholt Investments GP Limited

Director of Gough Capital Limited

Director of OPM Investments Limited

Director of Tipu Capital Limited

Director of Tipu Capital (NZ) Limited

Director of STAR Mayan Limited

Director of Urban Splash Residential Limited and various


Urban Splash Residential Group entities

Director of STAR Errigal Topco Limited

Director of STAR Errigal Midco Limited

Director of STAR Errigal BidCo Limited

Director of STAR III Limited

Director of Safair Holdings (Pty) Ltd

Director of Safair Lease Finance (Pty) Ltd

Director of SAFOPS Investment Holdings (Pty) Ltd

Director of STAR Throne Midco Limited

Director of STAR Throne Bidco DAC

Director of ASL Aviation Holdings DAC

Director of STAR III Executive Co-Investment Nominee Limited

Director of STAR Strategic Assets III-A Nominee Limited

Director of STAR Strategic Assets III Nominee Limited

Director of STAR Fusion Topco Limited

Director of STAR Fusion Midco Limited

Director of STAR Fusion Bidco Limited

K Mactaggart

Director and shareholder of The Farm at Lake Hayes Ltd

Member of Board of Guardians of New Zealand Superannuation

(from 1 April 2021)

C M Savage

Director of CMS Capital Limited

Director of Comrad Holdings Limited

Director of Comrad Medical Systems Limited

Chair of Guardians of New Zealand Superannuation


(until 31 March 2021)

Director of Hyklene Limited

Director of Industrial Distributors Limited

Director of Radsoft Holdings Limited

Director of SAFCO Food Service Limited

Director of SAFCO Limited

Director and shareholder of Savage Capital Holdings Limited

Director of Savage Capital Limited

Director and shareholder of Savage Group Limited

Director and shareholder of Savage Nominees Limited

Director of The Griffin Savage Coy. Limited

P M Springford

Director and Shareholder of Springford and Newick Limited

Director and Shareholder of New Zealand Wood Products Limited

Director of Loncel Technologies 2014 Limited


(ceased 31 March 2021)

Director and Shareholder of NZ Frost Fans Limited


(ceased 31 March 2021)

Director and Shareholder of Aussie Frost Fans 2012 Limited

(ceased 31 March 2021)

Director and Shareholder of Omahu Ventures Limited

Director and Shareholder of Cerbere Investments Limited

Director of Zespri Group Limited

Director & shareholder of Charlie Farley Forestry Ltd

Director & shareholder of Medicann Investments Ltd

M Tume, M Bogoievski and P Gough

Aotea Energy Limited effected public offering of securities

insurance brokered by Marsh & McLennan Agency Limited for the

benefit of Z Energy Limited, Aotea Energy Investments Limited,

Aotea Energy Holdings Limited and its subsidiaries, NZSF Aotea

Limited and its subsidiaries, Guardians of New Zealand

Superannuation as manager and administrator of the New

Zealand Superannuation Fund as shareholder of NZSF Aotea

Limited, Infratil Limited and its subsidiaries, Morrison & Co and its

subsidiaries (subject to a professional indemnity exclusion), and

the directors and employees of the foregoing.

All Directors

Infratil has arranged Directors’ and Officers’ liability insurance

covering any past, present or future director, officer, executive

officer, non-executive director or employee acting in a managerial

or supervisory capacity or named as a co-defendant with Infratil

or a subsidiary of Infratil. Cover is for damages, judgements, fines,

penalties, legal costs awarded and defence costs arising from

wrongful acts committed while acting for Infratil or a subsidiary,

but excluding dishonest, fraudulent, malicious acts or omissions,

wilful breach of statute or regulations or duty to Infratil or a

subsidiary, improper use of information to the detriment of Infratil

or a subsidiary, or breach of professional duty.

As permitted by its Constitution, Infratil Limited has entered into


a deed of indemnity, access and insurance indemnifying certain

directors and senior employees of Infratil, its wholly-owned

subsidiaries and other approved subsidiaries and investment

entities for potential liabilities, losses, costs and expenses they

may incur for acts or omissions in their capacity as directors or

senior employees, and agreeing to effect directors’ and officers’

liability insurance for those persons, in each case subject to the

limitations set out in the Companies Act 1993.

136

Directors of Infratil Subsidiary Companies
Subsidiary CompanyDirector Of Subsidiary

Alpenglow Australia Pty LtdC Munday

Aotea Energy Holdings Limited M Bogoievski and P Harford

Aotea Energy Holdings No 2 Limited M Bogoievski and P Harford

Aotea Energy Investments Limited M Bogoievski and P Harford

Aotea Energy Limited M Bogoievski and P Harford

Berera Radiology Holdings Pty LtdC Munday

Blayney and Crookwell Wind Farm Pty LtdD Campbell and G Swier

Cleveland X-Ray Services Pty LtdC Munday

Dundonnell Wind Farm Pty LtdD Campbell and G Swier

Dysart 1 Pty LtdD Campbell and G Swier

Fiery Creek Wind Farm Holdings Pty Ltd D Campbell and G Swier

Fiery Creek Wind Farm Pty LtdD Campbell and G Swier

Hopsta LimitedD Prentice

HR Clinic Asset Pty LtdC Munday

HR Clinic Services Pty LtdC Munday

Ilesilver Pty LtdC Munday

Infratil 1998 LimitedM Bogoievski and M Tume

Infratil 2016 LimitedM Bogoievski and M Tume

Infratil 2018 LimitedM Bogoievski and M Tume

Infratil 2019 LimitedM Bogoievski and M Tume

Infratil Australia LimitedM Bogoievski and M Tume

Infratil Energy LimitedM Bogoievski and P Harford

Infratil Energy New Zealand LimitedM Bogoievski and P Harford

Infratil Europe LimitedM Bogoievski and M Tume

Infratil Finance LimitedM Bogoievski and M Tume

Infratil Gas LimitedM Bogoievski and P Harford

Infratil HC LimitedM Bogoievski and M Tume

Infratil Infrastructure Property LimitedK Baker and P Coman

Infratil Investments LimitedM Bogoievski and M Tume

Infratil No. 1 LimitedM Bogoievski and P Harford

Infratil No. 5 LimitedM Bogoievski and M Tume

Infratil Outdoor Media Limited M Bogoievski

Infratil PPP Limited M Bogoievski and P Harford

Infratil Renewables LimitedM Bogoievski and M Tume

Infratil RV LimitedM Bogoievski and P Harford

Infratil Securities LimitedM Bogoievski and P Harford

Infratil Trustee Company LimitedM Bogoievski and M Tume

Infratil UK LimitedM Bogoievski and P Harford

Infratil US Renewables, IncM Bogoievski and V Vallabh

Infratil Ventures 2 LimitedM Bogoievski and M Tume

Infratil Ventures LimitedM Bogoievski and P Harford

King Country Energy Holdings LtdD Prentice

137

Subsidiary CompanyDirector Of Subsidiary
King Country Energy LtdP Calderwood, R Carter and K Palmer

Liverpool Range Wind Farm Holdings Pty Ltd

(formerly Church Lane Wind Farm Pty Ltd)D Campbell and G Swier

Liverpool Range Wind Farm Pty LtdD Campbell and G Swier

Meitaki LtdM Harrington, S Sanderson and A Willis

Morwell Energy Hub Pty LtdD Campbell and G Swier

Nebo 1 Pty LtdD Campbell and G Swier

New Lynn Central LimitedP Coman, A Lamb and A Young

North Coast Radiology Holdings Pty LtdC Munday

North West Auckland Airport LimitedM Bogoievski and T Brown

NZ Airports LimitedM Bogoievski and M Tume

Premier Medical Imaging Pty LtdC Munday

Proximal Pty LtdC Munday

Qscan Cleveland CT JV Pty LtdC Munday

Qscan Dental JV Pty LtdM Hansen and H Rice

Qscan Everton Park CT JV Pty LtdC Munday

Qscan Everton Park Pty LtdC Munday

Qscan Group Bidco Pty LtdP Newfield and M Brook

Qscan Group Holdings Newco Pty Ltd

P Newfield, M Brook, J Livingston, M Hansen, H Rice, I Cappe, R Singh, R Jyoti, G Shepherd,

W Lee and A McCarthy

Qscan Group Midco Pty LtdP Newfield and M Brook

Qscan Group Pty LtdC Munday

Qscan Intermediary 1 Pty Ltd (formerly

Qscan Group Holdings Pty Ltd)C Munday

Qscan Intermediary 2 Pty Ltd (formerly

Qscan Mezzco Pty Ltd)C Munday

Qscan Intermediary 3 Pty Ltd (formerly

Qscan Finance Pty Ltd)C Munday

Qscan Intermediary 4 Pty Ltd (formerly

Qscan Bidco Pty Ltd)C Munday

Qscan NZ LimitedM Brook

Qscan Pty LtdC Munday

Qscan Services Pty LtdC Munday

Queensland Cardiovascular Imaging Pty LtdM Hansen and H Rice

Renew Nominees LimitedM Bogoievski and P Harford

Rye Park Holdings Pty LtdD Campbell and G Swier

Rye Park Renewable Energy Pty LtdD Campbell and G Swier

Salt Creek Wind Farm Pty LtdD Campbell and G Swier

Snowtown North Holdings Pty LtdD Campbell and G Swier

Snowtown North Solar Pty LtdD Campbell and G Swier

Snowtown Wind Farm Pty LtdD Campbell and G Swier

South East Radiology Pty LtdC Munday and M Swain

Swift Transport LimitedM Bogoievski and M Tume

Tararua Wind Power LimitedB Harker, F Oliver and A Urlwin

Tilt Renewables Australia Pty LtdD Campbell and G Swier

138

Subsidiary CompanyDirector Of Subsidiary
Tilt Renewables Financing PartnershipD Campbell and G Swier

Tilt Renewables Insurance LtdB Harker, F Oliver and A Urlwin

Tilt Renewables Investments Pty LtdD Campbell and G Swier

Tilt Renewables LimitedB Harker, V Hawksworth, P Newfield, F Oliver, G Swier, A Urlwin, V Vallabh

Tilt Renewables Market Services Pty LtdD Campbell and G Swier

Tilt Renewables Retail Pty LtdD Campbell and G Swier

Trustpower Insurance LimitedK Turner and D Prentice

Trustpower Limited

K Baker, P Coman, D Gibson, I Knowles (ceased 24 July 2020), S Peterson, D Prentice, P

Ridley-Smith, G Swier (ceased 5 November 2020) and K Turner

Trustpower Metering LimitedD Prentice

UMIC Newco Pty LtdC Munday

UMIC Pty LtdC Munday

Waddi Wind Farm Pty LtdD Campbell and G Swier

Waverley Wind Farm (NZ) Holding LimitedB Harker and F Oliver

Waverley Wind Farm LimitedB Harker and F Oliver

Wellington Airport Noise Treatment LimitedM Harrington and S Sanderson

Wellington International Airport Limited

J Boyes (ceased 22 June 2020), T Brown, W Eagleson, A Foster, A Gerry, P Harford and P

Walker

Whare Manaakitanga LimitedM Clarke, M Harrington and S Sanderson

X Radiology Australia Pty LtdC Munday

Directors’ fees paid by Infratil Subsidiary Companies

(not otherwise disclosed in the Annual Report)

Subsidiary CompanyDirector of SubsidiaryCurrency

Financial


Year 2021

Tilt Renewables LimitedBruce HarkerAUD 190,000

Vincent HawksworthAUD111,000

Paul NewfieldAUD 102,000

Fiona OliverAUD 124,667

Geoffrey SwierAUD 112,000

Anne UrlwinAUD 116,000

Vimal VallabhAUD 90,000

Trustpower LimitedKevin BakerNZD85,500

Peter ComanNZD35,625

David GibsonNZD56,688

Ian KnowlesNZD48,771

Susan PetersonNZD102,166

David PrenticeNZD-

Paul Ridley-SmithNZD162,000

Geoffrey Swier (ceased 05 November 2020)NZD67,600

Keith TurnerNZD90,000

139

Subsidiary CompanyDirector Of SubsidiaryCurrency
Financial

Year 2021

Wellington International Airport LimitedJason Boyes (ceased 22 June 2020)NZD15,047

Tim BrownNZD 133,952

Wayne EaglesonNZD 80,371

Andrew FosterNZD 66,976

Alison Gerry

Phillippa Harford

NZD

NZD

80,371

51,929

Phillip WalkerNZD75,906

Qscan Group Holdings Newco Pty Ltd

(acquisition completed 23 December 2020)

Paul NewfieldAUD-

Michael BrookAUD -

John LivingstonAUD -

Mark HansenAUD -

Henry RiceAUD -

Ian CappeAUD -

Rohit SinghAUD -

Rajeev JyotiAUD -

Gary ShepherdAUD -

Warwick LeeAUD -

Alan McCarthyAUD -

Donations

The Group made donations of $1.3million during the year ended

31 March 2021 (2020: $1.0 million).

Auditors

It is proposed that KPMG be reappointed automatically at the

annual meeting pursuant to section 200(1) of the Companies Act

1993.

NZX Waivers

During Financial Year 2021, Infratil was granted and relied on the

following waivers from the NZX Listing Rules (all of which are

available on Infratil's website: www.infratil.com/for-investors/

announcements):

• On 22 May 2020, Infratil was granted a standing waiver from

NZX Listing Rule 5.2.1 (this was originally granted on 8 May 2017

from the previous NZX Listing Rule 9.2.1 and was re-documented

under NZX’s transition arrangements for the current NZX Listing

Rules). The effect of the waiver is to waive the requirement for

Infratil to obtain an Ordinary Resolution from shareholders to

enter into a Material Transaction with a Related Party to the

extent required to allow Infratil to enter into transactions with

co-investors that have also engaged an entity related to


H.R.L. Morrison & Co Group LP for investment management

or advisory services. The waiver is provided on the conditions

specified in paragraph 2 of the waiver decision. During Financial

Year 2021, Infratil relied on this waiver for the acquisition of

Qscan, as reliance was required to permit

Infratil to invest alongside MGIF without obtaining shareholder

approval (such approval only being required because

Infratil and MGIF are both managed by related entities of

H.R.L. Morrison & Co Group LP, making them related parties

for the purposes of the NZX Listing Rules).

• On 26 June 2020, Infratil was granted a standing waiver from

NZX Listing Rule 7.8.5(b) to the extent that rule 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 NZX Listing

Rule 4.1.1 and NZX 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.

The waiver is provided on the conditions specified in paragraph

5 of the waiver decision. During Financial Year 2021, Infratil

relied on this waiver in seeking approval from shareholders at

the 2020 Annual Meeting 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 Financial Year 2020 international portfolio annual incentive

fee in 2021.

NZX Corporate Governance Code

Infratil considers that, during Financial Year 2021, Infratil materially

complied with the NZX Code, but from time to time there may be

recommendations which Infratil does not consider appropriate for

it, and where it has adopted alternative arrangements which the

Board considers are more appropriate:

• CEO Remuneration: Recommendation 5.3 states that an issuer

should disclose the remuneration arrangements in place for the

CEO in its annual report. Infratil does not disclose remuneration

for the CEO in the Annual Report for the reasons set out in the

Corporate Governance Statement.

140

• Equity Raisings: Recommendation 8.4 states that, if seeking
additional equity capital, issuers should offer further equity

securities to existing security holders of the same class on a pro

rata basis, and on no less favourable terms before further equity

securities are offered to other investors. Infratil raised additional

equity capital in 2019 and 2020 and the Board considers that

its chosen capital raising structures for both, though not fully

pro rata offers, achieved a fair result for both institutional and

retail shareholders. The reasons for this were set out in Infratil’s

Interim Report 2020.

Credit Rating

Infratil does not have a credit rating. As at 31 March 2021,

Wellington International Airport Limited has a BBB/Negative/A-2

credit rating from S&P Global Ratings.

Continuing Share Buyback Programme

Infratil maintains an ongoing share buyback programme, as

outlined in its 2020 Notice of Meeting. Infratil did not repurchase

any shares during Financial Year 2021 pursuant to that

programme (which allows up to 20,000,000 shares to be bought

back).

Shareholder Information Programme

Infratil is incorporated in New Zealand and is not subject to

Chapters 6, 6A, 6B and 6C of the Australian Corporations Act

2001. The acquisition of securities in Infratil may be limited under

New Zealand law by the Takeovers Code (which restricts the

acquisition of control rights of more than 20% of Infratil other than

via a takeover offer under the Code) or the effect of the Overseas

Investment Act 2005 (which restricts the acquisition of New

Zealand assets by overseas persons).

Substantial Product Holders

The following information is pursuant to Section 293 of the

Financial Markets Conduct Act 2013. According to notices

received by Infratil under that Act, the following persons were

substantial product holders in Infratil as at 31 March 2021:

Ordinary sharesNumber held

Accident Compensation Corporation39,990,501

Fisher Funds Management Limited33,062,207

The total number of voting securities of the Company on issue as

at 31 March 2021 was 722,952,533 fully paid ordinary shares.

Twenty Largest Shareholders

as at 31 March 2021

Citibank Nominees (NZ) Ltd 51,754,344

Tea Custodians Limited 42,177,607

Accident Compensation Corporation 37,490,634

JPMORGAN Chase Bank 35,277,868

HSBC Nominees (New Zealand) Limited 33,870,588

FNZ Custodians Limited 32,471,878

Forsyth Barr Custodians Limited 30,674,704

HSBC Nominees (New Zealand) Limited 25,362,660

New Zealand Permanent Trustees Limited 21,091,589

National Nominees New Zealand Limited 19,178,546

JBWERE (NZ) Nominees Limited 16,655,809

New Zealand Superannuation Fund Nominees 13,783,271

Robert William Bentley Morrison & Andrew Stewart

& Anthony Howard

13,508,107

BNP Paribas Nominees NZ Limited Bpss40 13,070,391

Cogent Nominees Limited 12,254,283

New Zealand Depository Nominee 11,186,431

Custodial Services Limited 9,240,667

Premier Nominees Limited 7,938,010

Hobson Wealth Custodian Limited 7,850,533

JBWERE (NZ) Nominees Limited 6,805,448

Spread of Shareholders

as at 31 March 2021

Number

of shares*

Number


of holders

Total


shares held%

1-1,0004,434 2,254,547 0.3

1,001-5,000 8,309 22,494,766 3.1

5,001-10,000 3,756 27,255,327 3.8

10,001-50,000 4,238 86,158,972 11.9

50,001-100,000 420 28,807,852 4.0

100,001 and

Over 246 555,981,069 76.9

To ta l 21,403 722,952,533 100.0

* 239 shareholders hold less than a marketable parcel of Infratil shares

141

Twenty Largest Infrastructure Bondholders
as at 31 March 2021

Forsyth Barr Custodians

174,688,250

JBWERE (NZ) Nominees Limited

165,812,500

FNZ Custodians Limited

121,564,735

New Zealand Central Securities

61,590,925

Custodial Services Limited

43,188,708

Custodial Services Limited

36,509,489

Hobson Wealth Custodian

36,395,667

Custodial Services Limited

31,440,393

Investment Custodial Services

23,395,105

Custodial Services Limited

14,918,290

Pin Twenty Limited

13,716,000

Forsyth Barr Custodians

10,572,000

JBWERE (NZ) Nominees Limited

9,950,000

The Tindall Foundation

9,833,000

Rgtkmt Investments Limited

8,250,000

Custodial Services Limited

7,732,000

FNZ Custodians Limited

5,619,500

Custodial Services Limited

5,435,000

Garth Barfoot

5,000,000

Sterling Holdings Limited

4,725,000

Spread of Infrastructure Bondholders

as at 31 March 2021

Number

of Bonds

Number


of holders

Total


bonds held%

1-1,0003 3,000 -

1,001-5,000 1,294 6,434,194 0.5

5,001-10,000 3,402 32,660,702 2.4

10,001-50,000 8,891 252,292,801 18.2

50,001-100,000 1,452 119,252,743 8.6

100,001 and

Over

854 976,469,085 70.3

To ta l 15,896 1,387,112,525 100.0

142

Comparative financial review
Financial performance

2021


$Millions

2020


$Millions

2019


$Millions

2018


$Millions

2017


$Millions

2016


$Millions

2015


$Millions

2014


$Millions

2013


$Millions

2012


$Millions

31 March year ended

Operating revenue

1059.0

2

1102.1

2

1,333.21,200.81,786.51,706.41,624.71,514.92,368.72,166.4

Proportionate EBITDAF

3

398.8

2

370.2

2

368.9317.5312.1268.6302.5290.9325.2304.9

Operating earnings

1

(67.2) 0.4 135.5157.2 155.2 149.4 120.3 164.2 183.5 199.3

Net gain/(loss) on

foreign exchange and

derviatives(56.4) 15.2 0.334.9 28.1 (13.6) (36.3) 70.7 (14.4) 19.2

Investment realisations,

revaluations and

(impairments) 31.8 (0.8) 0.613.8(55.2) (51.8) 29.5 222.2 (5.9) 4.3

Net surplus after

taxation, discontinued

operations


and minorities(49.2) 241.2(19.5)71.4 66.1 438.3 383.5 198.9 3.4 51.6

Dividends paid 117.7 113.7 95.1 89.6 82.9 110.4 148.8 57.0 48.2 44.1

Financial position

Represented by

Investments

2,207.8 2,033.3 936.6940.6 882.9 534.3 532.3 294.1 334.2 340.9

Non-currents assets

4,531.2 4,618.5 4,614.25,075.3 5,170.4 5,085.2 4,830.6 4,613.3 4,435.2 4,328.8

Current assets

2,798.3 933.3 1,181.2 618.0 743.4 1,007.5 584.8 542.4 670.0 623.7

Total assets9,537.2 7,585.1 6,732.0 6,633.9 6,796.7 6,627.0 5,947.7 5,449.8 5,439.4 5,293.4

Current liabilities

1,578.2 421.4 896.5355.6 672.7 559.0 344.0 623.6 679.6 547.5

Non-current liabilities

2,490.9 2,530.6 1,963.42,148.9 1,984.8 2,048.2 2,066.5 1,810.4 1,920.0 1,887.7

Infrastructure bonds

1,378.9 1,293.2 1,127.6 994.4 998.3 949.8 981.9 979.9 904.3 851.6

Total liabilities 5,448.0 4,245.2 3,987.5 3,498.9 3,655.8 3,557.0 3,392.4 3,413.9 3,503.9 3,286.8

Net assets4,089.2 3,339.9 2,744.5 3,135.0 3,140.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6

Outside equity interest


in subsidiaries 1,445.2 1,207.7 1,098.5 1,198.3 1,182.6 1,145.3 1,061.4 916.6 931.1 932.0

Equity

2,644.0 2,132.2 1,646.0 1,934.4 1,959.3 1,924.7 1,493.9 1,119.3 1,004.4 1,074.6

Total equity 4,089.2 3,339.9 2,744.5 3,132.7 3,141.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6

Dividends per share

17.25 17.25 17.0016.0014.7519.6526.509.758.257.25

Shares on issue (‘000)

722,953 659,679 559,278559,278560,053562,326561,875561,618583,321586,931

1

Operating earnings is earnings after depreciation, amortisation and interest.

2

Operating revenue and proportionate EBITDAF relate to continuing operations.

3

Proportionate EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results Presentation 2021.

143

Directors
M Tume (Chairman)

J Boyes

A Gerry

P Gough

K Mactaggart

C M Savage

P M Springford

Company Secretary

N Lough

Registered Office - New Zealand

5 Market Lane

PO Box 320

Wellington

Telephone: +64 4 473 3663

Internet address: www.infratil.com

Registered Office - Australia

C/- H.R.L. Morrison & Co Private Markets

Level 31

60 Martin Place

Sydney NSW 2000

Telephone: +61 2 8098 7500

Manager

Morrison & Co Infrastructure Management Limited

5 Market Lane

PO Box 1395

Wellington

Telephone: +64 4 473 2399

Facsimile: +64 4 473 2388

Internet address: www.hrlmorrison.com

Share Registrar - New Zealand

Link Market Services

Level 11, Deloitte House

80 Queen Street

PO Box 91976

Auckland

Telephone: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Internet address: www.linkmarketservices.co.nz

Share Registrar - Australia

Link Market Services

Level 12

680 George Street

Sydney NSW 2000

Telephone: +61 2 8280 7100

Email: registrars@linkmarketservices.com.au

Internet address: www.linkmarketservices.com.au

Auditor

KPMG

10 Customhouse Quay

PO Box 996

Wellington

Directory

144

145

---

Notes20212020
$000$000

Dividends received from subsidiary companies115,000-

Subvention income--

Operating revenue274,267167,468

Total revenue389,267167,468

Directors' fees 41,0121,053

Management and other fees 14269,786164,550

Other operating expenses 43,9573,533

Total operating expenditure274,755169,136

Operating surplus/(loss) before financing, derivatives, realisations and impairments114,512(1,668)

Net gain/(loss) on foreign exchange and derivatives2,6333,105

Net realisations, revaluations and (impairments)--

Financial income124,257122,722

Financial expenses(61,520)(69,228)

Net financing income62,73753,494

Net surplus before taxation179,882 54,931

Taxation expense6(5,484)2,375

Net surplus for the year 174,398 57,306

Other comprehensive income, after tax

Fair value movements in relation to executive share scheme-(913)

Total other comprehensive income after tax-(913)

Total comprehensive income for the year174,39856,393

The accompanying notes form part of these financial statements.

Statement of Comprehensive Income

For the year ended 31 March 2021

Infratil Limited

1

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

NotesCapitalOther reserves
Retained

earningsTotal

$000$000$000$000

Balance as at 1 April 2020747,615-42,481790,096

Total comprehensive income for the year

Net surplus for the year--174,398174,398

Other comprehensive income after tax

----

Total other comprehensive income

----

Total comprehensive income for the year

--174,398174,398

Contributions by and distributions to owners

Share buyback

----

294,127--294,127

Shares issued under dividend reinvestment plan

----

Conversion of executive redeemable shares

----

Dividends to equity holders

3--(117,694)(117,694)

Total contributions by and distributions to owners

294,127-(117,694)176,433

Balance as at 31 March 2021

1,041,742-99,1851,140,927

Balance as at 1 April 2019354,55291298,891454,355

Total comprehensive income for the year

Net surplus for the year--57,30657,306

Other comprehensive income after tax

-(912)-(912)

Total other comprehensive income

-(912)-(912)

Total comprehensive income for the year

-(912)57,30656,394

Contributions by and distributions to owners

Share buyback

(3,725)--(3,725)

Shares issued

390,874--390,874

5,032--5,032

Conversion of executive redeemable shares

883--883

Dividends to equity holders

3--(113,716)(113,716)

Total contributions by and distributions to owners

393,063-(113,716)279,347

Balance at 31 March 2020

747,615-42,481790,096

The accompanying notes form part of these financial statements.

Statement of Changes in Equity

For the year ended 31 March 2021

Statement of Changes in Equity

For the year ended 31 March 2020

Shares issued under dividend reinvestment plan

Infratil Limited

Fair value movements in relation to executive share scheme

Shares issued

Fair value movements in relation to executive share scheme

2

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes20212020
$000$000

Cash and cash equivalents--

Prepayments and sundry receivables4,9871,172

Income tax receivable--

Advances to subsidiary companies 142,081,0571,645,101

Current assets2,086,0441,646,273

Deferred tax 616,53719,048

Investments 14585,529585,529

Non-current assets602,066604,577

Total assets2,688,1102,250,850

Bond interest payable4,0434,557

Accounts payable5,0504,049

Accruals and other liabilities3,086272

Infrastructure bonds 793,842-

Derivative financial instruments 82,158-

Loans from group companies 14153,897153,897

Total current liabilities262,076162,775

Infrastructure bonds 71,053,1901,061,271

Perpetual Infratil Infrastructure bonds 7231,917231,917

Derivative financial instruments 8-4,791

Non-current liabilities1,285,1071,297,979

Attributable to shareholders of the Company1,140,927790,096

Total equity1,140,927790,096

Total equity and liabilities2,688,1102,250,850

Approved on behalf of the Board on 18 May 2021

Director Director

The accompanying notes form part of these financial statements.

Statement of Financial Position

Infratil Limited

As at 31 March 2021

3

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes20212020
$000$000

Cash flows from operating activities

Cash was provided from:

Dividends received from subsidiary companies115,000-

Subvention income--

Interest received124,257122,722

Operating revenue receipts274,238168,535

513,495291,257

Cash was dispersed to:

Interest paid(59,918)(67,766)

Payments to suppliers(274,727)(169,493)

Taxation (paid) / refunded(2,974)(2,462)

(337,619)(239,721)

Net cash flows from operating activities

10175,87651,536

Cash flows from investing activities

Cash was provided from:

Net movement in subsidiary company loan--

--

Cash was dispersed to:

Acquisition of shares in subsidiary--

Cash outflow for group company loan(435,956)(494,092)

(435,956)(494,092)

Net cash flows from investing activities

(435,956)(494,092)

Cash flows from financing activities

Cash was provided from:

Proceeds from issue of shares294,127396,784

Issue of bonds84,678316,441

378,805713,225

Cash was dispersed to:

Repayment of bonds-(148,998)

Infrastructure bond issue expenses(1,031)(4,230)

Repurchase of shares-(3,725)

Dividends paid

3(117,694)(113,716)

(118,725)(270,669)

Net cash flows from financing activities

260,080442,556

Net cash movement --

Cash balances at beginning of year--

Cash balances at year end--

The accompanying notes form part of these financial statements.

Infratil Limited

Statement of Cash Flows

Note some cash flows above are directed through an intercompany account. The cash flow statement above has been prepared on the assumption that these

transactions are equivalent to cash in order to present the total cash flows of the entity.

For the year ended 31 March 2021

4

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

(1) Accounting policies
(A) Reporting Entity

(B) Basis of preparation

Accounting estimates and judgements

(a) Valuation of investments

(b) Accounting for income taxes

(C) Taxation

(D) Derivative financial instruments

(E) Impairment of assets

Notes to the Financial Statements

For the year ended 31 March 2021

Infratil Limited ('the Company') is a company domiciled in New Zealand and registered under the Companies Act 1993. The Company is listed on the NZX Main

Board ('NZX') and Australian Securities Exchange ('ASX'), and is an FMC Reporting Entity in terms of Part 7 of the Financial Markets Conduct Act 2013.

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’) and comply with New Zealand

equivalents to International Financial Reporting Standards ('NZ IFRS') and other applicable financial reporting standards as appropriate for profit-oriented entities.

The presentation currency used in the preparation of these financial statements is New Zealand dollars, which is also the Company's functional currency, and is

presented in $ thousands unless otherwise stated. The principal accounting policies adopted in the preparation of these financial statements are set out below.

These policies have been consistently applied to all the periods presented, unless otherwise stated. Comparative figures have been restated where appropriate to

ensure consistency with the current period.

The financial statements comprise statements of the following: comprehensive income; financial position; changes in equity; cash flows; significant accounting

policies; and the notes to those statements. The financial statements are prepared on the basis of historical cost, except financial derivatives valued in accordance

with accounting policy (D).

The preparation of financial statements in conformity with NZ IFRS requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Future outcomes

could differ from those estimates. The principal areas of judgement in preparing these financial statements are set out below.

Infratil completes an assessment of the carrying value of investments at least annually and considers objective evidence for impairment on each investment taking

into account observable data on the investment, the fair value, the status or context of capital markets, its own view of investment value, and its long term

intentions. Infratil notes the following matters which are specifically considered in terms of objective evidence of impairment of its investments, and whether

there is a significant or prolonged decline from cost, which should be recorded as an impairment, and taken to profit and loss: any known loss events that have

occurred since the initial recognition date of the investments, including its long term investment horizon, specific initiatives which reflect the strategic or

influential nature of its existing investment position and internal valuations; and the state of financial markets. The assessment also requires judgements about

the expected future performance and cash flows of the investment.

Preparation of the financial statements requires management to make estimates as to, amongst other things, the amount of tax that will ultimately be payable,

the availability of losses to be carried forward and the amount of foreign tax credits that it will receive. Actual results may differ from these estimates as a result

of reassessment by management and/or taxation authorities.

Income tax comprises both current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or

substantively enacted at the balance date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of the differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for taxation purposes.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates

enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits or

deferred tax liabilities will be available within the Company against which the asset can be utilised.

When appropriate, the Company enters into agreements to manage its interest rate, foreign exchange, operating and investment risks. In accordance with the

Company's risk management policies, the Company does not hold or issue derivative financial instruments for speculative purposes. However, certain derivatives

do not qualify for hedge accounting and are required to be accounted for at fair value through profit or loss. Derivative financial instruments are recognised

initially at fair value at the date they are entered into. Subsequent to initial recognition, derivative financial instruments are stated at fair value at each balance

sheet date. The resulting gain or loss is recognised in the profit or loss immediately unless the derivative is designated effective as a hedging instrument, in which

event, recognition of any resultant gain or loss depends on the nature of the hedging relationship.

At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets, to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the

impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount

of the cash-generating unit to which the asset belongs.

5

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(F) Borrowings

(G) Foreign currency transactions

(H) Adoption status of relevant new financial reporting standards and interpretations

(I) New standards, amendments and pronouncements not yet adopted by the Group

(2) Nature of business

(3) Infratil shares and dividends

Ordinary shares (fully paid)

20212020

SharesShares

Total authorised and issued capital at the beginning of the year

659,678,837559,278,166

Movements during the year:

New shares issued

63,273,69699,992,228

New shares issued under dividend reinvestment plan

-1,030,793

Conversion of executive redeemable shares

-265,267

Share buyback

-(887,617)

Total authorised and issued capital at the end of the year

722,952,533659,678,837

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any

difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the

effective interest rate. Fees and other costs incurred in arranging debt finance are capitalised and amortised over the term of the relevant debt facility.

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets

and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign

currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for interest

and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and

liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair

value was determined. Foreign currency differences arising on translation are recognised in profit or loss.

During the period the Company issued new shares to provide additional balance sheet flexibility and to fund growth investments across Infratil’s existing portfolio

companies and take advantage of new opportunities that may arise, raising $294.2 million via an institutional placement and share purchase plan for existing

shareholders. During the comparative period the Company issued new shares to support the acquisition of a 49.9% share of Vodafone New Zealand Limited,

raising net proceeds after issue costs of $390.9 million via an institutional placement and an entitlement offer to existing shareholders. All fully paid ordinary

shares have equal voting rights and share equally in dividends and equity. At 31 March 2021 the Group held 1,662,617 shares as Treasury Stock (2020: 1,662,617).

The Company has early adopted amendments to NZ IAS 1 Presentation of Financial Statements for the year ended 31 March 2021. The amendments clarify the

classification of liabilities as current or non-current.

There are no new standards that are not yet effective that would be expected to have a material impact on the Group, in the current or future reporting periods,

and foreseeable future transactions.

The Company is the ultimate parent company of the Infratil Group, owning infrastructure businesses and investments in New Zealand, Australia, Europe and the

United States. The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is 5 Market Lane,

Wellington, New Zealand.

6

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

Dividends paid on ordinary shares

2021202020212020

cents per sharecents per share

$000$000

Final dividend prior year (paid 5 June 2020)

11.00 11.00 72,565 72,526

Interim dividend current year (paid 15 December 2020)

6.25 6.25 45,185 41,212

Dividends paid on ordinary shares

17.25 17.25 117,750 113,738

Executive redeemable shares

20212020

000000

Balance at the beginning of the year -433

Shares issued

-

-

Shares converted to ordinary shares

-

(265)

Shares cancelled

-

(168)

Balance at end of year --

(4) Other operating expenses

20212020

$000$000

Fees paid to the Company auditor256 209

Directors’ fees1,012 1,053

Administration and other corporate costs3,701 3,324

Total other operating expenses4,969 4,586

20212020

Fees paid to the Company auditor

$000$000

Audit and review of financial statements

237

194

Other assurance services

19

15

Taxation services

-

-

Other services

-

-

Total fees paid to the Company auditor

256 209

(5) Net realisations and (impairments)

At 31 March 2021 the Company reviewed the carrying amounts of loans to Infratil Group companies to determine whether there is any indication that those assets

have suffered an impairment loss. The recoverable amount of the asset was estimated by reference to the counterparties' net asset position and ability to repay

loans out of operating cash flows in order to determine the extent of any impairment loss. Management also considered the impact of the COVID-19 pandemic. As

a result, the Company did not impair any loans to Infratil Group companies in 2021 (2020: nil). These balances are within the Infratil Wholly Owned Group to

entities also controlled either directly or indirectly by Infratil Limited.

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

assurance services relate to agreed upon procedures.

7

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(6) Taxation

20212020

$000$000

Surplus before taxation179,88254,931

Taxation on the surplus for the period @ 28%50,36715,381

Plus/(less) taxation adjustments:

Exempt dividends(32,200)-

Losses offset within Group(17,540)(14,662)

Timing differences not recognised-(3,085)

Over provision in prior years4,741(92)

Other permanent differences11683


Taxation expense5,484(2,375)

Current taxation 2,9732,470

Deferred taxation 2,511(4,845)

5,484(2,375)

There was no income tax recognised in other comprehensive income during the period (2020: nil).

Recognised deferred tax assets and liabilities

20212020

$000$000

Derivatives6041,341

Provisions--

Tax losses carried forward15,93317,707

Deferred tax assets16,53719,048

20212020

$000$000

Other items--

Deferred tax liabilities--

20212020

$000$000

Derivatives6041,341

Provisions--

Tax losses carried forward15,93317,707

Other items--

Net deferred tax assets/(liabilities)16,53719,048

Changes in temporary differences affecting tax expense

2021202020212020

$000$000$000$000

Derivatives(737)(870)--

Employee benefits----

Customer base assets----

Provisions----

Tax losses carried forward(1,774)5,640--

Other items-75--

(2,511)4,845--

Assets

Tax Expense

Liabilities

Net Assets/(Liabilities)

Other Comprehensive Income

8

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(7) Infrastructure Bonds

20212020

$000$000

Balance at the beginning of the year1,293,1881,127,560

Issued during the year84,678316,441

Exchanged during the year-(29,326)

Matured during the year-(119,671)

Purchased by Infratil during the year--

Bond issue costs capitalised during the year(1,031)(4,230)

Bond issue costs amortised during the year2,1632,414

Issue premium amortised during the year(49)-

Balance at the end of the year1,378,9491,293,188

Current93,842-

Non-current fixed coupon 931,395939,636

Non-current variable coupon 121,795121,635

Non-current perpetual variable coupon231,917231,917

Balance at the end of the year1,378,9491,293,188

Repayment terms and interest rates:

IFT220 Maturing in June 2021, 4.90% p.a. fixed coupon rate93,88393,883

IFT190 Maturing in June 2022, 6.85% p.a. fixed coupon rate93,69693,696

IFT240 Maturing in December 2022, 5.65% p.a. fixed coupon rate100,000100,000

IFT210 Maturing in September 2023, 5.25% p.a. fixed coupon rate122,104122,104

IFT230 Maturing in June 2024, 5.50% p.a. fixed coupon rate56,11756,117

IFT260 Maturing in December 2024, 4.75% p.a. fixed coupon rate100,000100,000

IFT250 Maturing in June 2025, 6.15% p.a. fixed coupon rate43,41343,413

IFT300 Maturing in March 2026, 3.35% p.a. fixed coupon rate120,26936,976

IFT280 Maturing in December 2026, 3.35% p.a. fixed coupon rate156,279156,279

IFT270 Maturing in December 2028, 4.85% p.a. fixed coupon rate until 15 December 2023146,249146,249

IFTHC Maturing in December 2029, 2.75% p.a. variable coupon rate reset annually from 15 December 2021123,186123,186

IFTHA Perpetual Infratil infrastructure bonds231,917231,917

less: issue costs capitalised and amortised over term

(9,500)(10,632)

add: issue premium capitalised and amortised over term

1,336-

Balance at the end of the year1,378,9491,293,188

IFTHC bonds

The Company has 123,186,000 (31 March 2020: 123,186,000) IFTHCs on issue at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the

period to 15 December 2021 the coupon is fixed at 2.75% per annum (2020: 3.50%). Thereafter the rate will be reset annually at 2.50% per annum over the then

one year swap rate for quarterly payments.

The interest rate of the IFT270 bonds is fixed for the first five years and then reset on 15 December 2023 for a further five years. The interest rate for the IFT270

bonds for the period from (but excluding) 15 December 2023 until the maturity date will be the sum of the five year swap rate on 15 December 2023 plus a margin

of 2.50% per annum.

IFT270 bonds

Perpetual Infratil infrastructure bonds ('PIIBs')

At 31 March 2021 the Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,336.5 million (31 March 2020: $1,161.5 million).

The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.

The Company has 231,916,600 (31 March 2020: 231,916,600) PIIBs on issue at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the

period to 15 November 2021 the coupon will be fixed at 1.71% per annum (2020: 2.67%). Thereafter the rate will be reset annually at 1.50% per annum over the

then one year swap rate for quarterly payments, unless Infratil's gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure

bonds have no fixed maturity date. No PIIBs (2020: nil) were repurchased by Infratil Limited during the period.

Fixed coupon

Throughout the period the Company complied with all debt covenant requirements as imposed by the bond supervisor.

9

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(8) Financial instruments

The Company has exposure to the following risks due to its business activities and financial policies:

• Credit risk

• Liquidity risk

• Market risk (interest rates and foreign exchange)

2021

Accounts

payable, accruals

and other

liabilities

Infrastructure

bonds

Perpetual Infratil

Infrastructure

bonds

Derivative

financial

instruments

Total

$000$000$000$000$000

Balance sheet

162,0331,151,075231,9172,1581,547,183

Contractual cash flows

162,0331,362,111266,4522,1581,792,754

6 months or less

162,033119,2061,9831,442284,664

6 to 12 months

-24,3651,98371627,064

1 to 2 years

-235,6973,966-239,663

2 to 5 years

-521,64811,897-533,545

5 years +

-461,195246,623-707,818

2020

Balance sheet

158,2181,065,828231,9174,7911,460,754

Contractual cash flows

158,2181,324,493292,0324,7911,779,534

6 months or less

158,21825,7323,0961,319188,365

6 to 12 months

-25,7323,0961,41830,246

1 to 2 years

-141,7056,1922,054149,951

2 to 5 years

-567,93118,577-586,507

5 years +

-563,394261,071-824,465

The tables below analyses the financial liabilities into relevant maturity groupings based on the earliest possible contractual maturity date at the year end date.

The amounts in the tables below are contractual undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure Bond cash

flows have been determined by reference to the longest dated Infratil Bond maturity in the year 2029.

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board also has a function

of reviewing management practices in relation to identification and management of significant business risk areas and regulatory compliance. The Company has

developed a comprehensive, enterprise wide risk management framework. Management and Board participate in the identification, assessment and monitoring

of new and existing risks. Particular attention is given to strategic risks that could affect the Company.

Credit risk

Liquidity risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Company. The Company is exposed to

credit risk in the normal course of business including those arising from financial derivatives and transactions (including cash balances) with financial institutions.

The Company has adopted a policy of only dealing with credit-worthy counterparties, as a means of mitigating the risk of financial loss from defaults. Derivative

counterparties and cash transactions are limited to high-credit-quality financial institutions and other organisations in the relevant industry. The Company’s

exposure and the credit ratings of counterparties are monitored. The carrying amounts of financial assets recognised in the Statement of Financial Position best

represent the Company’s maximum exposure to credit risk at the reporting date. No security is held on these amounts.

Liquidity risk is the risk that assets held by the Company cannot readily be converted to cash to meet the Company's contracted cash flow obligations. Liquidity risk

is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and liabilities. The Company's approach to managing

liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due and make value investments, under both normal

and stress conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

10

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

Interest rates

20212020

$000$000

At balance date the face value of interest rate contracts outstanding were:

Interest rate swaps in place at year end

45,00045,000

Fair value of interest rate swaps

(2,158)(4,791)

The termination dates for the interest rate swaps are as follows:

Between 0 to 1 year

45,000-

Between 1 to 2 years

-45,000

Between 2 to 5 years

--

Over 5 years

--

Interest rate sensitivity analysis

20212020

$000$000

Profit or loss

100 bp increase2,322960

100 bp decrease(2,320)(946)

There would be no material effect on equity.

Foreign currency

Fair values

20212020

$000$000

Assets

Derivative financial instruments - foreign exchange--

--

--

Split as follows:

Current --

Non-current --

--

Liabilities

Derivative financial instruments - foreign exchange--

Derivative financial instruments - interest rate2,1584,791

2,1584,791

Split as follows:

Current 2,158-

Non-current -4,791

2,1584,791

The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/lower with all other variables

held constant.

The Company has exposure to currency risk on the value of its assets and liabilities denominated in foreign currencies, future investment obligations and future

income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to occur. Decisions on buying forward cover for likely foreign

currency investments is subject to the Company’s expectation of the fair value of the relevant exchange rate.

Derivative financial instruments - interest rate

At 31 March 2021, if the New Zealand dollar had weakened/strengthened by 10 percent against foreign currencies, with all other variables held consistent, post-

tax profit would not have been materially different. There would have been no material impact on balance sheet components.

The carrying amount of financial assets and financial liabilities recorded in the financial statements is their fair value, with the exception of bond debt held at

amortised cost which have a fair value at 31 March 2021 of $1,336.5 million (31 March 2020: $1,161.5 million) compared to a carrying value of $1,378.9 million (31

March 2020: $1,293.2 million).

Foreign exchange sensitivity analysis

Market risk

Interest rate risk is the risk of interest rate volatility negatively affecting the Company's interest expense cash flow and earnings. The Company mitigates this risk

by issuing borrowings at fixed interest rates or entering into Interest Rate Swaps to convert a portion of floating rate exposures to fixed rate exposure. Borrowings

issued at fixed rates expose the Company to fair value interest rate risk which is managed by the interest rate profile and hedging.

11

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

Estimation of fair values

Valuation InputSource

Interest rate forward price curvePublished market swap rates

Discount rate for valuing interest rate derivatives

Fair value hierarchy

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

Capital management

• Available sources of capital and relative cost

• Nature of its activities

• Quality and dependability of earnings/cash flows

• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow

analysis using the applicable yield curve or available forward price data for the duration of the instruments.

There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair value hierarchy during the

year ended 31 March 2021 (2020: nil).

The key factors in determining the Company's optimal capital structure are:

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived

from prices) (level 2)

The analysis of financial instruments carried at fair value, by valuation method is below. The different levels have been defined as follows:

• Capital needs over the forecast period

The fair values and net fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted

market prices.

• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key types of variables used by

the valuation techniques are:

• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and

• discount rates.

Published market interest rates as applicable to the remaining life of

the instrument.

There were no changes to the Company's approach to capital management during the year.

The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect of these variables that could

be used in estimating the fair value of these derivatives. Maximum use is made of observable market data when selecting variables and developing assumptions

for the valuation techniques.

All financial instruments measured at fair value in the statement of financial position are valued either directly (that is, using external available inputs) or indirectly

(that is, derived from externally available inputs) and are classified as level 2 under NZ IFRS 7.

The Company has interest rate swap derivatives that are classified as Level 2 and have a fair value liability of $2.2 million at 31 March 2021 (2020: $4.8 million).

The Company seeks to ensure that no more than 20% of its Infrastructure bonds mature in any one year period, and to spread the maturities of its facilities. The

Company manages its interest rate profile so as to minimise net value volatility. This means having interest costs fixed for extended terms. At times when long

rates appear to be unsustainably high, the profile may be shortened, and when rates are low the profile may be lengthened.

The Company's capital includes share capital, reserves, and retained earnings. From time to time the Company purchases its own shares on the market with the

timing of these purchases dependent on market prices, an assessment of value for shareholders and an available window to trade on the NZX. Primarily the

shares are intended to be held as treasury stock and may be reissued under the Dividend Reinvestment Plan or cancelled. During the year no shares were bought

back by the Company (2020: 887,617).

12

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(9) Investment in subsidiaries and associates

The significant investments of the Company and their activities are summarised below:

SubsidiariesHoldingHolding

20212020

New Zealand

Infratil 1998 Limited100%100%InvestmentNew Zealand

Infratil 2016 Limited100%100%InvestmentNew Zealand

Infratil 2018 Limited100%100%InvestmentNew Zealand

Infratil 2019 Limited100%100%InvestmentNew Zealand

Infratil Energy Limited100%100%InvestmentNew Zealand

Infratil Finance Limited100%100%FinanceNew Zealand

Infratil Gas Limited100%100%InvestmentNew Zealand

Infratil HC Limited100%-InvestmentNew Zealand

Infratil Infrastructure Property Limited100%100%InvestmentNew Zealand

Infratil Investments Limited100%100%InvestmentNew Zealand

Infratil No 1 Limited100%100%InvestmentNew Zealand

Infratil No 5 Limited100%100%InvestmentNew Zealand

Infratil Outdoor Media Limited100%100%InvestmentNew Zealand

Infratil PPP Limited100%100%InvestmentNew Zealand

Infratil Renewables Limited100%100%InvestmentNew Zealand

Infratil RV Limited100%100%InvestmentNew Zealand

Infratil Ventures II Limited100%100%InvestmentNew Zealand

Infratil Ventures Limited100%100%InvestmentNew Zealand

NZ Airports Limited100%100%InvestmentNew Zealand

Swift Transport Limited 100%100%InvestmentNew Zealand

Infratil Australia Limited100%100%InvestmentNew Zealand

The financial year-end of all the significant subsidiaries is 31 March.

(10) Reconciliation of net surplus with cash flow from operating activities

20212020

$000$000

Net surplus for the year 174,39857,306

Less items classified as investing activity:

Loss/(profit) on investment realisations and impairments--

Add items not involving cash flows:

(2,633)(3,105)

--

--

Amortisation of deferred bond issue costs & issue premium2,1142,414

Movements in working capital

Change in receivables(3,815)893

Change in trade payables1,001(20)

Change in accruals and other liabilities2,300(1,107)

Change in deferred tax and tax receivable2,511(4,845)

Net cash inflow from operating activities175,87651,536

Movement in financial derivatives taken to the profit or loss

Unsettled share buybacks

Capitalisation of intercompany interest and charges

Principal activityCountry of

incorporation

13

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(11) Share Scheme

Infratil Staff Share Purchase Scheme

Infratil Executive Redeemable Share Scheme

(12) Commitments

There are no outstanding commitments (2020: nil).

(13) Contingent liabilities

From time to time selected key eligible executives and senior managers of Infratil and certain of its subsidiaries are invited to participate in the Infratil Executive

Redeemable Share Scheme ('Executive Scheme') to acquire Executive Redeemable Shares (‘Executive Shares’). The Executive Shares have certain rights and

conditions and cannot be traded and do not convert to ordinary shares until those conditions have been met. The Executive Shares confer no rights to receive

dividends or other distributions or to vote. Executive Shares may be issued which will convert to ordinary shares after three years (other than in defined

circumstances) provided that the issue price has been fully paid and vesting conditions have been met. The vesting conditions include share performance hurdles

with minimum future share price targets which need to be achieved over the specified period. The number of shares that “vest” (or LTI bonus paid) is based on

the share price performance over the relevant period of the Infratil ordinary shares. If the executive is still employed by the Group at the end of the specified

period, provided the share performance hurdles are met the executive receives a long term incentive bonus ('LTI') which must be used to repay the outstanding

issue price of the Executive Shares and the Executive Shares are then converted to fully paid ordinary shares of Infratil.

No new Infratil Executive Redeemable Shares were granted during the current or prior year.

On 31 May 2019, Infratil accelerated the entitlements of executives of Snapper Services Limited (Snapper) under the 2016 Infratil Executive Share Scheme

pursuant to the Infratil Limited Executive Share Scheme Trust Deed dated 22 August 2008 (Trust Deed), to allow those executives the benefit of that Scheme on

completion of the sale of Snapper. As a consequence of this, on 4 June 2019 Infratil converted 54,504 Executive Shares into Ordinary Shares.

On 17 June 2019, the 2016 Infratil Executive Redeemable Share Scheme matured having met certain share performance thresholds. Pursuant to this and the

Infratil Limited Executive Share Scheme Trust Deed dated 22 August 2008 (the Trust Deed), on 19 July 2019 the Company converted 210,763 Executive Redeemable

Shares into Ordinary Shares.

The remaining 167,733 Executive Redeemable Shares for which the performance hurdle was not met pursuant to the Trust Deed were cancelled and therefore not

converted to ordinary shares.

In 2008 Infratil commenced a staff share purchase scheme ('the Staff Share Scheme'). Under the Staff Share Scheme participating employees have a beneficial title

to the ordinary shares, which are held by a trustee company. Staff are provided a loan in respect of the shares which is repayable over a period of three years.

Upon repayment of the loan and three years’ service by the participating employee, the ordinary shares will transfer from the trustee company to the participating

employee, and the shares become unrestricted. Other than in exceptional circumstances, the length of the retention period before the shares vest is three years

during which time the ordinary shares cannot be sold or disposed of.

During the year no shares were transferred to employees under the scheme (2020: 42,566 shares).

The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed of Negative Pledge,

Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.

The Company has a contingent liability under the international fund management agreement with Morrison & Co International Limited in the event that the Group

sells its international assets, or valuation of the assets exceeds the performance thresholds set out in the international fund management agreement.

The Company has agreed to guarantee certain obligations of Infratil Trustee Limited, a related party, that is the Trustee to the Infratil Staff Share Scheme. The

amount of the guarantee is limited to the loans provided to the employees.

14

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(14) Related parties

Related Party2021202020212020

$000$000$000$000

Advances

Infratil Finance

124,256122,7142,081,0571,645,101

Aotea Energy Holdings Limited

--(153,897)(153,897)

Investments in

Infratil Investments Limited

87,66587,665

Infratil 1998 Limited

12,00012,000

Infratil Finance Limited

153,897

153,897

Infratil No. 1 Limited

78,02478,024

Infratil PPP Limited

5,9425,942

Infratil No. 5 Limited

248,001248,001

Management and other fees paid by the Company to MCIM, MCO or its related parties during the year were:

20212020

$000$000

Management fees1545,07436,943

International Portfolio Incentive fee16223,100125,000

Directors fees-112

Financial management, accounting, treasury, compliance and administrative services1,6121,250

Investment banking services-1,245

Total management and other fees269,786164,550

At 31 March 2021 amounts owing to MCIM of $4,483k (excluding GST) are included in accounts payable (2020: $2,806k).

Intercompany

(loan)/advance/investment at

carrying value

Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of business. A number of key

management personnel are also Directors of Group subsidiary companies and associates.

Morrison & Co Infrastructure Management Limited ('MCIM') is the management company for the Company and receives management fees in accordance with the

applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership ('MCO'). Mr Bogoievski was a director of Infratil until 31

March 2021 and is a director and Chief Executive Officer of MCO. Mr Boyes assumed the role of Infratil Chief Executive Officer from 1 April 2021. Entities

associated with Mr Bogoievski and Mr Boyes also have a beneficial interest in MCO.

Note 9 identifies significant entities in which the Company has an interest. All of these are related parties of the Company. The Company has the following

significant loans and investments to/from/in its subsidiaries:

Interest income/(expense)

15

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(15) Management fee to Morrison & Co Infrastructure Management Limited ('MCIM')

The management fee to MCIM comprises a number of different components:

(16) International Portfolio Incentive Fee

International Portfolio Incentive Fees2021

2020

$000$000

ASIP

1,600 (800)

CDC Data Centres

140,200 105,500

Longroad Energy

(8,000)6,100

RetireAustralia

3,200 (18,000)

Tilt Renewables

86,100 32,200

223,100 125,000

A New Zealand base management fee is paid on the "New Zealand Company Value" at the rates of 1.125% per annum on New Zealand Company value up to $50

million. 1.0% per annum on the New Zealand Company Value between $50 million and $150 million, and 0.80% per annum on the New Zealand Company Value

above $150 million. The New Zealand Company Value is:

• the Company's market capitalisation as defined in the management agreement (i.e. the aggregated market value of the Company's listed securities, being

ordinary shares, partly paid shares, infrastructure bonds and warrants):

• plus the Company and its wholly owned subsidiaries' net debt (excluding listed debt securities and the book value of the debt in any non-Australasian

investments):

• minus the cost price of any non-Australasian investments: and

• plus/minus an adjustment for foreign exchange gains or losses related to non-New Zealand investments.

An international fund management fee is paid at the rate of 1.50% per annum on:

• the cost price of any non-Australasian investments: plus

• the book value of the debt in any wholly owned non-Australasian investments.

All Incentive fees accrued in 2021 relate to the Annual Incentive Fee assessment (2020: all fees relate to the Annual Incentive Fee assessment).

Payment of Annual Incentive Fees

Any Annual Incentive Fee calculated in respect of a Financial Year is earned and paid in three annual instalments, with the second and third instalments only being

earned and payable if, at each relevant assessment date, the fair value of the relevant asset (including distributions, if any) exceeds the greater of fair value or cost

as at the 31 March for which the Incentive Fee was first calculated.

International Investments are eligible for International Portfolio incentive fees (‘Incentive fees’) under the Management Agreement between MCIM and Infratil.

The Agreement allows for incentives to be payable for performance in excess of a minimum hurdle of 12% per annum in three separate areas:

• Initial Incentive Fees;

• Annual Incentive Fees; and,

• Realised Incentive Fees.

To the extent that there are assets that meet these criterion, independent valuations are performed on the respective International Investments to determine

whether any Incentive Fees are payable.

International Portfolio Initial Incentive Fee

International Investments become eligible for the Initial Incentive Fee assessment on the third balance date (31 March) that they have been held continuously by

the Company. All International Investments that are acquired in any one financial year are grouped together for the purposes of the Initial Incentive Fee, and an

Initial Incentive Fee is payable at 20% of the outperformance of those assets against a benchmark of 12% p.a. after tax, compounding.

There were no International Investments eligible for the International Portfolio Initial Incentive Fee as at 31 March 2021. (31 March 2020: None).

International Portfolio Annual Incentive Fee

Thereafter International Investments are grouped together, and an Annual Incentive Fee is payable at 20% of the outperformance of those assets against the

higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost.

The Company’s investments in CDC Data Centres, Longroad Energy, RetireAustralia, Tilt Renewables and ASIP are eligible for the International Portfolio Annual

Incentive fee assessment as at 31 March 2021 (31 March 2020: ASIP, RetireAustralia, CDC Data Centres, Longroad Energy and Tilt Renewables).

Based on independent valuations obtained as at 31 March 2021, an Annual Incentive Fee of $223.1 million is payable to MCIM (31 March 2020: $125.0 million).

International Portfolio Realised Incentive Fee

Realised Incentive Fees are payable on the realised gains from the sale or other realisation of International Investments at 20% of the outperformance (since the

last valuation date) against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost. No Realised Incentive Fees

were payable as at 31 March 2020 or 31 March 2021.

16

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

(17) Segment analysis

During the year, the Company operated in predominantly one business segment, that of investments.

Geographical segments

The Company operated in one geographical area, that of New Zealand. Certain subsidiaries of the Company invest in Australia, Europe and the United States.

(18) Events after balance date

Dividend

On 18 May 2021, the Directors approved a partially imputed final dividend of 11.5 cents per share to holders of fully paid ordinary shares to be paid on 22 June

2021.

Acquisition of Pacific Radiology Group

On 29 April 2021 Infratil announced that it had executed a conditional agreement to acquire between 50.1% and 60% of Pacific Radiology Group Limited (“Pacific

Radiology”), a comprehensive Diagnostic Imaging business in New Zealand, from existing Doctor shareholders. Infratil confirmed on 13 May 2021 that the

acquisition is now unconditional and that completion of the acquisition is expected to occur on 31 May 2021, for total consideration of approximately $312

million to $344 million.

17

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

© 2021 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved.

Independent Auditor’s Report

To the shareholders of Infratil Limited

Report on the audit of the financial statements

Opinion

In our opinion, the accompanying financial

statements of Infratil Limited (the ’company’) on

pages 1 to 17:

— present fairly in all material respects the

company’s financial position as at 31 March 2021

and its financial performance and cash flows for

the year ended on that date; and

— comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying financial

statements which comprise:

— the statement of financial position as at 31

March 2021;

— the statements of comprehensive income,

changes in equity and cash flows for the year

then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ ISAs (NZ)’) . We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the company in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

financial statements section of our report.

Our firm has also provided other services to the company in relation to other assurance engagements and due

diligence services These matters have not impaired our independence as auditor of the company. The firm has no

other relationship with, or interest in, the company.

Use of this independent auditor’s r eport

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

19
Responsibilities of the Directors for the financial statements

The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the financial statements in accordance with generally accepted

accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting

Standards);

— implementing necessary internal control to enable the preparation of a set of financial statements that is fairly

presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objective is:

— to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

A further description of our responsibilities for the audit of these financial statements is located at the External

Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Brent Manning.

For and on behalf of

KPMG

Wellington

18 May 2021

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

Notes to the Financial Statements
For the year ended 31 March 2021

Mark Tume (Chairman)

Jason Boyes

Alison Gerry

Paul Gough

Kirsty Mactaggart

Catherine Savage

Peter Springford

Company Secretary

Nick Lough

Registered Office - New ZealandRegistered Office - Australia

5 Market LaneC/- H.R.L. Morrison & Co Private Markets

PO Box 320 Level 31

Wellington60 Martin Place

Telephone: +64 4 473 3663Sydney

Internet address: www.infratil.comNSW 2000

Telephone: +64 4 473 3663

Manager

Morrison & Co Infrastructure Management

5 Market Lane

PO Box 1395

Wellington

Telephone: +64 4 473 2399

Facsimile: +64 4 473 2388

Internet address: www.hrlmorrison.com

Share Registrar - New ZealandShare Registrar - Australia

Link Market ServicesLink Market Services

Level 11, Deloitte HouseLevel 12

80 Queen Street680 George Street

PO Box 91976Sydney

AucklandNSW 2000

Telephone: +64 9 375 5998Telephone: +61 2 8280 7100

E-mail: enquiries@linkmarketservices.co.nzE-mail: registrars@linkmarketservices.com.au

Internet address: www.linkmarketservices.co.nzInternet address: www.linkmarketservices.com.au

Auditor

KPMG

Maritime Tower

10 Customhouse Quay

PO Box 996

Wellington

Directors

Directory

20

DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)


Results for announcement to the market

Name of issuer Infratil Limited

Reporting Period 12 months to 31 March 2021

Previous Reporting Period 12 months to 31 March 2020

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$1,241,600 4.4%

Total Revenue $1,379,000 (11.6%)

Net profit/(loss) from

continuing operations

($87,600) (1,784.6%)

Total net profit/(loss) ($16,000) (103.3%)

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.11500000

Imputed amount per Quoted

Equity Security

$0.03500000

Record Date 9 June 2021

Dividend Payment Date 22 June 2021

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.54 $3.01

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

This Results announcement should be read in conjunction with

the attached consolidated annual financial statements for the 12

months ended 31 March 2021 (“Annual Financial Statements”).

More detailed commentary on the operations of the Group over

the period has been provided in the form of the Infratil Annual

Results Presentation 2021 and Annual Report 2021, which have

been released alongside the Annual Financial Statements.

Authority for this announcement

Name of person


authorised

to make this announcement

Phillippa Harford, Chief Financial Officer

Contact person for this

announcement

Phillippa Harford, Chief Financial Officer

Contact phone number 64 4 473 3663

Contact email address Phillippa.Harford@hrlmorrison.com

Date of release through MAP


19 May 2021


Audited financial statements accompany this announcement.

---

Distribution Notice

.

Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer Infratil Limited

Financial product name/description Ordinary Shares

NZX ticker code IFT

ISIN (If unknown, check on NZX

website)

NZIFTE0003S3 / ASX IFT

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 9 June 2021

Ex-Date (one business day before the

Record Date)

8 June 2021

Payment date (and allotment date for

DRP)

22 June 2021

Total monies associated with the

distribution

1


$83,139,541

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.15000000

Total cash distribution

3

$0.11500000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $0.01588235

Section 3: Imputation credits and Resident Withholding Tax

4


Is the distribution imputed Partially imputed

If fully or partially imputed, please

state imputation rate as % applied

30.43478261%

Imputation tax credits per financial

product

$0.03500000

Resident Withholding Tax per

financial product

$0.01450000


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

4

The imputation credits plus the RWT amount is 33% of the gross distribution for the purposes of this form. If the distribution is fully

imputed the imputation credits will be 28% of the gross distribution with remaining 5% being RWT. This does not constitute advice

as to whether or not RWT needs to be withheld.

Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)


Start date and end date for

determining market price for DRP


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)


DRP strike price per financial product


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Phillippa Harford, Chief Financial Officer

Contact person for this

announcement

Phillippa Harford, Chief Financial Officer

Contact phone number 64 4 473 3663

Contact email address Phillippa.Harford@hrlmorrison.com

Date of release through MAP


19 May 2021

---

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





19 May 2021




Infratil Limited (IFT): ASX Listing Rule 1.15.3


Infratil (an ASX Foreign Exempt Listing) confirms, for the purposes of ASX Listing Rule 1.15.3,

that it has complied with and continues to comply with NZX Listing Rules of NZX Limited, which is

its overseas home exchange.




Nicholas Lough

Company Secretary

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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