Infratil Infrastructure Bond Offer Opens

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




25 May 2021


Infratil Infrastructure Bond Offer Opens

3.60% p.a. due 15 December 2027

Infratil Limited (“Infratil”) announces that its offer of unsecured, unsubordinated fixed rate Infrastructure
Bonds to New Zealand retail and institutional investors is now open.
Infratil is offering up to $50 million of unsecured, unsubordinated fixed rate Infrastructure Bonds which are to
mature on 15 December 2027 (“Bonds”), with the option to accept up to a further $50 million of
oversubscriptions at Infratil’s discretion. The key terms of the offer are contained in the Terms Sheet, a copy
of which is attached.
The interest rate for the Bonds will be fixed at 3.60% p.a. for the full term of the Bonds.
The offer comprises a General Offer to all investors in New Zealand and an Exchange Offer under which
holders of the IFT220 bonds that mature on 15 June 2021 have the opportunity (subject to availability) to
exchange some or all of their maturing bonds for Bonds of the new series.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities
pursuant to the Financial Markets Conduct Act 2013. The notice required by the Financial Markets Conduct
Regulations 2014 has been provided to NZX. The Bonds will be quoted on the NZX Debt Market.
Details on how to apply for the Bonds are set out in the Terms Sheet. The offer is now open, with the
Exchange Offer closing on 10 June 2021 and the General Offer closing on 30 June 2021. In both instances
Infratil may elect to close the offer earlier.
Interested investors, including holders of the IFT220 bonds that mature 15 June 2021, should contact Infratil
or their usual financial advisor for more details.
Further information is available on www.infratil.com/for-investors/bonds/ or by contacting Aaron Queree
(Treasurer, Infratil) on 04 473 3663.

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Infratil Terms Sheet
For the offer of
Infrastructure Bonds
Fixed rate bond
maturing 15 December 2027
3.60% per annum

Infratil
Terms Sheet
May 2021
Terms Sheet dated
25 May 2021
This Terms Sheet sets out the key terms of
the offer ("Offer") by Infratil Limited
("Infratil") of up to $50,000,000 plus
oversubscriptions of up to $50,000,000 of
fixed rate bonds maturing on 15 December
2027 ("Infrastructure Bonds").
The Infrastructure Bonds will be issued
under the programme trust deed dated
11 November 1999 (as amended from time
to time) between Infratil and Trustees
Executors Limited as supplemented by a
series supplement dated 25 May 2021
(together, "Trust Deed"). Unless the context
requires otherwise, capitalised terms used
in this Terms Sheet have the same meaning
given to them in the Trust Deed. This Terms
Sheet is an "Issue Flyer" for the purposes of
the Trust Deed.
Important Notice
The Offer by Infratil is made in reliance
upon the exclusion in clause 19 of schedule
1 of the Financial Markets Conduct Act
2013 ("FMCA").
The Offer contained in this Terms Sheet is
an offer of Infrastructure Bonds that have
identical rights, privileges, limitations and
conditions (except for the interest rate and
maturity date) as:
• Infratil's bonds maturing on
15 December 2029, which have a
current interest rate of 2.75% per annum
(rate reset on 15 December 2020 and
annually thereafter) and which are
currently quoted on the NZX Debt
Market under the ticker code IFTHC;
• Infratil's fixed rate bonds maturing on
15 March 2026, which have an interest
rate of 3.35% per annum, and which are
currently quoted on the NZX Debt
Market under the ticker code IFT300;
• Infratil's fixed rate bonds maturing on
15 December 2026, which have an
interest rate of 3.35% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT280;
• Infratil's bonds maturing on
15 December 2028, which have a
current interest rate of 4.85% per annum
(rate reset after five years) and which
are currently quoted on the NZX Debt
Market under the ticker code IFT270;
• Infratil's fixed rate bonds maturing on
15 December 2024, which have an
interest rate of 4.75% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT260;
• Infratil's fixed rate bonds maturing on
15 June 2025, which have an interest
rate of 6.15% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT250;
• Infratil's fixed rate bonds maturing on
15 December 2022, which have an
interest rate of 5.65% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT240;
• Infratil's fixed rate bonds maturing on
15 June 2024, which have an interest
rate of 5.50% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on
15 June 2021, which have an interest
rate of 4.90% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT220;
• Infratil's fixed rate bonds maturing on
15 September 2023, which have an
interest rate of 5.25% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT210; and
• Infratil's fixed rate bonds maturing on
15 June 2022, which have an interest
rate of 6.85% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT190,
(together the "Quoted Bonds").
Accordingly, the Infrastructure Bonds are
the same class as the Quoted Bonds for
the purposes of the FMCA and the
Financial Markets Conduct Regulations
2014.
Infratil is subject to a disclosure obligation
that requires it to notify certain material
information to NZX Limited ("NZX") for the
purpose of that information being made
available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt
securities of Infratil that are currently
quoted and in the same class as the
Infrastructure Bonds that are being offered.
Investors should look to the market price of
the Quoted Bonds referred to above to find
out how the market assesses the returns
and risk premium for those bonds.
Infratil has the right in its absolute
discretion and without notice to close the
Offer early, to add additional Issue Dates,
to extend the Closing Date, to increase the
amount of oversubscriptions, or to choose
not to proceed with the Offer.
1

Infratil
Terms Sheet
May 2021
Vodafone 5G tower installation, Māngere, Auckland
2

Infratil
Terms Sheet
May 2021
Key Terms of the
Infrastructure Bonds
3
Issuer:Infratil Limited
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be
issued pursuant to the Trust Deed
Opening Date:25 May 2021
General Offer and Exchange Offer:The Offer consists of two separate parts. Under the first part (“General Offer”), Infratil is
offering Infrastructure Bonds to all investors in New Zealand.
Under the second part ("Exchange Offer"), Infratil is offering holders of its fixed rate bonds
maturing on 15 June 2021 ("2021 Bonds") the opportunity to exchange all or some of
their 2021 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will receive
one new Infrastructure Bond for each 2021 Bond exchanged under the Exchange Offer.
Once you submit a completed Exchange Offer application form you will no longer be
able to sell or otherwise transfer your 2021 Bonds designated in that application form.
Infratil will send further information about the Exchange Offer, and how to apply, directly
to holders of the 2021 Bonds.
Offer Amount:The Offer is for up to $50,000,000 of Infrastructure Bonds in aggregate across both the
General Offer and the Exchange Offer (with the option to accept oversubscriptions of up
to an additional $50,000,000 in aggregate at Infratil’s discretion).
Closing Date:General Offer: 5.00pm, 30 June 2021
Exchange Offer for 2021 Bonds: 5.00pm, 10 June 2021
Interest Rate: 3.60% per annum
Maturity Date:15 December 2027
Interest Payment Dates:15 March, 15 June, 15 September and 15 December of each year until and including the
Maturity Date (commencing on 15 September 2021).
Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal
amounts on each Interest Payment Date.
Interest payable on each Infrastructure Bond on the first Interest Payment Date will
accrue at the Interest Rate from (and including) the date on which your subscription
moneys have been banked into the trust account operated in respect of the Offer to (but
excluding) the first Interest Payment Date. For Infrastructure Bonds allotted under the
Exchange Offer, the redemption proceeds of the 2021 Bonds will be banked into the trust
account operated in respect of the Offer on 15 June 2021 and interest on those
Infrastructure Bonds will accrue from that date.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest
Payment Date (see "Right to Redeem Early" and "Early Redemption Events" below), the
amount of interest that will be payable to you will be adjusted to reflect the number of
days in the interest period in which the interest accrued.
First Interest Payment to Original
Subscriber:
Interest payable on the first Interest Payment Date will be paid by Infratil to the original
subscriber of an Infrastructure Bond regardless of any transfer of the Infrastructure Bond
prior to the first Interest Payment Date.

Infratil
Terms Sheet
May 2021
4
Interest Suspension and Dividend
Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists.
If the payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil
when the Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial
assistance for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions of
other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal obligation
by Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the
Maturity Date by giving you no less than 5 Business Days' notice. Infratil may not exercise
this right if:
(a) the Supervisor has declared the Infrastructure Bonds due and payable because an
event of default as described in clause 8.1 of the Trust Deed exists; or
(b) the notice of early redemption is given at a time on or after the day falling 25
Business Days before the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early
Redemption Event, will be redeemed at an amount equal to its Face Value less all
withholding tax or deductions required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem
early, it will be redeemed at an amount equal to the greater of:
(a) its Face Value plus accrued but unpaid interest; and
(b) the current market price of the Infrastructure Bonds (determined in accordance with
clause 6.1(l)(ii) of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a) an event of default as described in clause 8.1 of the Trust Deed occurs; or
(b) certain takeover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and the
occurrence of certain insolvency related events in relation to Infratil.
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Bondholders that, on the last day of each financial
year and financial half-year of Infratil (and in certain other circumstances), Borrowed
Money Indebtedness of the Issuer Group (being Infratil and certain of its 100% owned
subsidiaries) will not exceed 50% of Tangible Assets of Infratil and its subsidiaries as at
that date.

Infratil
Terms Sheet
May 2021
5
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil.
This means that in a liquidation of Infratil your rights and claims as a Bondholder:
(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of
Infratil who are preferred by law (e.g. the Inland Revenue Department in respect of
unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of
Infratil; and
(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being
creditors who have agreed to accept a lower priority in respect of their claims in a
liquidation of Infratil), and (ii) shareholders.
Infratil is a holding company with investments in various companies. Bondholders have
no claims against, or recourse to the assets of, any of those companies. Infratil's ability
to make timely payments on the Infrastructure Bonds is dependent on the returns it
receives from its investments, its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates
(including lenders) would have a prior claim to the assets of those companies ranking
ahead of the claim of Infratil's liquidator (claiming as shareholder in the companies). Only
the residual assets of the companies, after the claims of the companies' creditors have
been satisfied, would be available to Infratil's liquidator and therefore Infratil's creditors
(including Bondholders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value). No subscription moneys are
payable by a Bondholder for Infrastructure Bonds allotted under the Exchange Offer.
Face Value:$1.00 per Infrastructure Bond.
Issue Dates:Infrastructure Bonds offered under the General Offer will be issued on 6 July 2021.
Infrastructure Bonds offered under the Exchange Offer will be issued on 15 June 2021.
Expected Date of Initial Quotation on the
NZX Debt Market:
For Infrastructure Bonds issued on 6 July 2021: 7 July 2021.
For Infrastructure Bonds issued on 15 June 2021: 16 June 2021.
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of
$1,000 thereafter (unless a holder of 2021 Bonds is exchanging all of their 2021 Bonds).
ISIN:NZIFTD0310L9
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date
falls on a day that is not a Business Day, the due date for the payment to be made on
that date will be on the immediately preceding Business Day, but the amount paid will
not be adjusted.
Registrar and Paying Agent:Link Market Services Limited
Who May Apply:Infratil may reserve Infrastructure Bonds offered under the General Offer, including
oversubscriptions, for subscription by clients of the Managers, NZX participants and other
approved financial intermediaries ("Allocations"). The aggregate number of Infrastructure
Bonds reserved will be determined by Infratil, in consultation with the Managers. Infratil,
in consultation with the Managers, will determine the arrangements in respect of the
Infrastructure Bonds offered under the General Offer which are not subject to Allocations
and announce these arrangements via NZX.

Infratil
Terms Sheet
May 2021
6
How to Apply:Applications to subscribe for Infrastructure Bonds offered under the General Offer must
be made on the General Offer application form attached to this Terms Sheet.
Applications to subscribe for Infrastructure Bonds offered under the Exchange Offer must
be made on the Exchange Offer application form, which will be sent separately to
holders of the 2021 Bonds.
General Offer
Investors should contact any Manager, their financial adviser or any NZX participant for
details on how they may acquire Infrastructure Bonds under the General Offer. You can
find an NZX participant by visiting www.nzx.com/services/market-participants/find-a-
participant. Applicants accepting an Allocation from an NZX participant or approved
financial intermediary must return a completed application form to the office of that NZX
participant or approved financial intermediary which has provided the Allocation in time
to enable it to be forwarded to the Registrar before 5.00pm on the Closing Date for the
General Offer.
Public Pool applicants for the General Offer (being all applicants other than applicants in
respect of Allocations) must return a completed General Offer application form, so that it
is received by the Registrar (on behalf of Infratil) at the address below, no later than
5.00pm on the Closing Date for the General Offer:
Link Market Services Limited
PO Box 91976, Auckland 1142
Email: applications@linkmarketservices.co.nz
Exchange Offer
If you make an application under the Exchange Offer, you must return a completed
Exchange Offer application form so that it is received by the Registrar at the address
below no later than 5.00pm on the Closing Date of the Exchange Offer:
Link Market Services Limited
PO Box 91976, Auckland 1142
Email: applications@linkmarketservices.co.nz
Once you submit a completed Exchange Offer application form you will no longer be
able to sell or otherwise transfer your 2021 Bonds designated in that application form.
Applications may be refused
In relation to both the General Offer and the Exchange Offer, Infratil reserves the right to
refuse any application or to accept an application in part only, without providing a
reason. If Infratil refuses an application under the General Offer or accepts an
application in part, all or the relevant balance of the application moneys will be returned
(without interest) as soon as reasonably practicable and, in any event, within five
Business Days after such refusal or acceptance in part. If Infratil refuses any application
under the Exchange Offer or accepts an application in part, the 2021 Bonds that are not
being exchanged will be redeemed on their maturity date in accordance with their
existing terms and conditions.
Each investor’s financial adviser will be able to advise them as to what arrangements will
need to be put in place for the investors to trade the Infrastructure Bonds including
obtaining a common shareholder number ("CSN"), an authorisation code ("FIN") and
opening an account with an NZX participant as well as the costs and timeframes for
putting such arrangements in place.

Infratil
Terms Sheet
May 2021
7
Brokerage:NZX has authorised NZX participants to act in the Offer. Applicants are not required to
pay brokerage for Infrastructure Bonds under this Offer.
Use of Proceeds:Infratil will use the net proceeds of the Offer for general corporate purposes.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are,
immediately after issue, quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under
the FMCA.
NZX Debt Market Ticker Code:NZX Debt Market ticker code IFT310.
Supervisor:Trustees Executors Limited
Governing Law:New Zealand
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has
not and will not take any action which would permit a public offering of the Infrastructure
Bonds, or possession or distribution of any offering material, in any country or jurisdiction
where action for that purpose is required (other than New Zealand). Infrastructure Bonds
may only be offered for sale or sold in compliance with all applicable laws and
regulations in any jurisdiction in which they are offered, sold or delivered. Any information
memorandum, terms sheet, circular, advertisement or other offering material in respect of
the Infrastructure Bonds may only be published, delivered or distributed in or from any
country or jurisdiction under circumstances which will result in compliance with all
applicable laws and regulations
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Managers and
the Supervisor in respect of any loss incurred as a result of you breaching the above
selling restrictions.
The above selling restrictions apply in relation to both the General Offer and the
Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Managers, the
Supervisor, or any of their respective directors, officers, employees, agents or advisers to
subscribe for, or purchase, any of the Infrastructure Bonds.
The Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you
acknowledge that none of the Managers, the Supervisor nor their respective directors,
officers, employees, agents or advisers gives any warranty or representation of accuracy
or reliability and they take no responsibility for it.

Infratil
Terms Sheet
May 2021
Other
Information
The dates set out in this Terms Sheet are
indicative only and Infratil may change the
dates set out in this Terms Sheet. Infratil
has the right in its absolute discretion and
without notice to close the Offer early, to
add additional Issue Dates, to extend the
Closing Date, to increase the amount of
oversubscriptions, or to choose not to
proceed with the Offer. If the Closing Date
is changed, other dates (such as the Issue
Dates) may be changed accordingly.
Any internet site address provided in the
Terms Sheet is for reference only and,
except as expressly stated otherwise, the
content of such internet site is not
incorporated by reference into, and does
not form part of, this Terms Sheet.
Copies of the Trust Deed are available by
visiting www.infratil.com/for-investors/
bonds/ or you may request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Aaron Queree
or
Trustees Executors Limited
Suite 3
45–52 Willis Street
Wellington
Attention: Roger Dixon
Investors should seek qualified
independent financial and taxation advice
before deciding to invest. In particular, you
should consult your tax adviser in relation
to your specific circumstances. Investors will
also be personally responsible for ensuring
compliance with relevant laws and
regulations applicable to them (including
any required registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Suite 3, Spark Central
45–52 Willis Street
PO Box 10–519
Wellington 6143
Telephone 0800 878 783
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Directory
Managers of the Offer
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Telephone 0800 269 476
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
PO Box 1196
Auckland 1140
Telephone 0800 226 263

Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Hobson Wealth Partners Limited
Level 4, Australis Nathan Buildings
37 Galway Street
Britomart
Auckland 1010
Telephone 0800 742 737
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678
8

Infratil
Terms Sheet
May 2021
Longroad
9

10
Infratil
Terms Sheet
May 2021
These application instructions relate to an application for
Infrastructure Bonds under the General Offer. An application to
subscribe for Infrastructure Bonds under the General Offer must
be made on the General Offer application form following these
application instructions.
An application will constitute an irrevocable offer by the
applicant to subscribe for the aggregate Face Value of
Infrastructure Bonds specified in the General Offer application
form (or such lesser amount which Infratil may determine) on the
terms set out in the Terms Sheet, the Trust Deed, the Series
Supplement and the General Offer application form.
A = Investor Details
Please complete all relevant sections in the General Offer
application form in CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in
the name(s) of natural persons, companies or other legal entities,
up to a maximum of three names per application.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write Name:
Incorrect way
to write Name:
Individual personJOHN SMITHJ SMITH
More than
one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
TrustsJOHN SMITH
(SMITH FAMILY
TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND
SONS A/C)
JOHN SMITH & SONS
Clubs and
unincorporated
associations
JANE SMITH
(SMITH INVESTMENT
CLUB A/C)
SMITH INVESTMENT
CLUB
Superannuation
funds
JOHN SMITH LIMITED
(SUPERANNUATION
FUND A/C)
JOHN SMITH
SUPERANNUATION
FUND
Postal address details: Insert your postal address for
correspondence. All communications to you from Infratil will
be mailed to the person(s) at the address shown (unless an
applicant provides an email address in section F of the
General Offer application form). For joint applicants, only one
address is to be provided.
Telephone numbers: Insert your telephone number(s) in case
the Registrar or Infratil needs to contact you in relation to your
application.
By supplying your mobile number you will enable the Registrar to
advise you by TXT Alerts (post allotment for New Zealand investors
only) of any changes on your holding balance, or if your bank
account details or address on the register change, or if a new /
replacement FIN has been requested.
This feature provides additional security to you as an investor. You
may unsubscribe at any time for this TXT Alert service.
B = Application Details
Please enter the aggregate Face Value of Infrastructure Bonds
that you wish to apply for.
Each Infrastructure Bond has a Face Value of $1.00.
An application to subscribe for Infrastructure Bonds must be for
a minimum aggregate Face Value of $5,000 and thereafter in
multiples having a Face Value of $1,000.
Payment must be made by direct debit. Infratil is no longer able
to accept payment by cheque.
By completing the direct debit account details, you authorise
the Registrar to direct debit the bank account nominated on the
General Offer application form, on the day the General Offer
application form is received by the Registrar, for the amount
applied for on the General Offer application form. You cannot
specify any other direct debit date and you must ensure that:
• the bank account details supplied are correct;
• sufficient funds in the bank account for direct debit are
available on the day the Registrar receives the General Offer
application form;
• the person(s) giving the direct debit instruction has/have the
authority to operate the account solely/jointly; and
• the bank account you nominated is a transactional account
eligible for direct debit transactions.
If you are uncertain, you should contact your bank or financial
institution. Should your direct debit fail, your application may be
rejected. The Registrar will not be able to process your direct debit
if you do not sign and date the General Offer application form.
If requested, the Registrar will provide you with a direct debit
authority form.
The banking of application moneys does not constitute
confirmation of allotment of any Infrastructure Bonds or
acceptance of an offer to subscribe for Infrastructure Bonds.
If an applicant’s direct debit is dishonoured, Infratil may cancel
that applicant’s allotment of Infrastructure Bonds and pursue any
other remedies available to it at law. Investors who are members
of NZClear may, by prior arrangement with the Registrar, settle
their applications for the Infrastructure Bonds on the relevant Issue
Date of the Infrastructure Bonds through the NZClear System.
Infratil
Terms Sheet
May 2021
General Offer
Application
Instructions
10

11
Infratil
Terms Sheet
May 2021
C = Holder Number Details
If you have other investments registered under a Common
Shareholder Number (“CSN”) please supply your CSN in the space
provided. The name and address details on your General Offer
application form must correspond with the registration details
under that CSN.
D = Interest and Redemption Payments
If payment to your cash management account with an NZX
participant is selected, tick the box for option 1, insert the name
of the NZX Participant where your cash management account is
held and provide your cash management client account number.
If you currently receive interest or dividend payments from the
Registrar by direct credit, and wish your payments in respect of
the Infrastructure Bonds to be direct credited to the same
account, then you do not need to complete section D of the
General Offer application form.
E = IRD number, RWT and other tax details
Please enter your IRD number and tick the resident withholding
tax (“RWT”) rate that applies to you (or, if you are exempt from
RWT, tick the exempt box). If no IRD number is supplied payments
will be taxed at the non-declaration rate of 45%. Please note
that if you select the 39% rate, that rate only applies with effect
from 1 October 2021 and an election of 33% will be deemed to
apply prior to that date. RWT will therefore be withheld at a rate
of 33% in relation to interest paid prior to 1 October 2021 and at
39% for subsequent interest payments.
F = Electronic Investor Correspondence
By supplying your email address Infratil will be able to deliver your
investor correspondence to you electronically where possible. This
is a much more environmentally friendly, cost effective and timely
option than paper based investor mail outs.
G = Signing and Dating
Read the Terms Sheet and General Offer application form
carefully and sign and date the General Offer application form.
The General Offer application form must be signed by each of the
applicant(s) personally, (in the case of a company) by two
directors of a company (or one director if there is only one director,
whose signature must be witnessed), or in either case by a duly
authorised attorney or agent.
If the General Offer application form is signed by an attorney, the
power of attorney document is not required to be lodged, but the
attorney must complete the certificate of non-revocation of
power of attorney following the General Offer application form.
If the General Offer application form is signed by an agent,
the agent must complete the certificate of non-revocation of
agent following the General Offer application form.
Joint applicants must each sign the General Offer application form.
H = General Offer Closing Date and Delivery
The General Offer will close at 5.00pm on 30 June 2021.
Applicants should remember that the Closing Date of the General
Offer may be changed at the sole discretion of Infratil. Changes
will be advised by NZX announcement. Infratil reserves the right to
refuse to accept applications received by the Registrar after the
Closing Date of the General Offer. Your General Offer application
form should be returned to, or lodged with, an appropriate person
as specified under the heading “How to Apply” on page 6 of the
Terms Sheet.
Personal Information Rights
Personal information provided by you will be held by Infratil and
the Registrar at their respective addresses shown under the
address details section in the Terms Sheet or at such other place
as is notified upon request. This information will be used for the
purpose of managing your investment.
You have a right to access and correct any personal information
about you under the Privacy Act 2020. You can also access
your information on the Link Market Services website:
www.linkmarketservices.co.nz. (You will be required to enter
your holder number and FIN).
Infratil
Terms Sheet
May 2021
11

12
Infratil
Terms Sheet
May 2021
BROKER STAMPBroker code
Advisor code
General Offer Application Form
Infratil Limited Issue of Infrastructure Bonds
This General Offer application form (“Application Form”) is issued in connection with a Terms Sheet dated 25 May 2021 under which Infratil Limited
("Infratil") is offering bonds due 15 December 2027 ("Infrastructure Bonds") (“Terms Sheet”). Please complete this Application Form and return it to, or
lodge it with, an appropriate person as specified under the heading “How to Apply” on page 6 of the Terms Sheet.
Before completing this Application Form, applicants should read the Terms Sheet to which this application relates.
A. APPLICATION DETAILS AND INFORMATION – PLEASE PRINT IN BLOCK LETTERS
First Name(s):Family Name:
First Name(s):Family Name:
First Name(s):Family Name:
Corporate Name or <<On Account>> :
Postal Address:
Telephone Home:Mobile/Work:
B. APPLICATION DETAILS – IMPORTANT
Applications must be accompanied by payment in full. Your Application Form must be received by Link Market Services Limited (“Link”) by 5.00pm,
30 June 2021.
Applications must be for a minimum Face Value of NZ$5,000 and, thereafter, in multiples having a Face Value of NZ$1,000. Infratil may accept or reject
all or part of this application for Infrastructure Bonds without giving reason.
Amount of Infrastructure Bonds applied for:
Please direct debit my bank account for the amount of Infrastructure Bonds applied for. The Registrar will direct debit from the bank account provided
below on the date the application form is received. By signing this Application Form, the signatory agrees that the Registrar is authorised to direct debit
the bank account in accordance with the terms specified in the Terms Sheet.
Name of Bank: Name of Account:
Account Number:

Bank Branch Account No. Suffix
C. COMMON SHAREHOLDER NUMBER (CSN)
Please note that the application must be in the same name as the CSN below otherwise the application will be deemed to be made without a CSN and a
new CSN will be allocated.
If you currently have a Common Shareholder Number (CSN), please enter it here:
D. INTEREST AND REDEMPTION PAYMENTS
You may choose only ONE of the options below (cheque is no longer an option). Please tick the box next to your selected option ():
OPTION 1:

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

OPTION 2: Direct credit to the New Zealand bank account nominated.
Please pay my interest and repayments to the account for direct debit purposes nominated above.
Please pay my interest and repayments to the account nominated below.
Name of Bank: Name of Account:
Account Number:

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

-

-

If no IRD number is supplied payments will be taxed at the non-declaration rate of 45%.
Deduct resident withholding tax from all my/our interest payments at the following rate ( one): 10.5%* 17.5% 28%** 30% 33% 39% Exempt
*Only available for an individual that reasonably expects their income for the income year to be $14,000 or less and trustees of certain testamentary trusts. ** Available for companies only.
F. ELECTRONIC CORRESPONDENCE & REPORTING
To enable Infratil to provide you with your investor correspondence in relation to your holding in this security electronically, please complete your email
address below. If you do not provide an email address, investor correspondence will be mailed to you at the address provided on this Application Form.
G. SIGNATURE(S) OF APPLICANT(S)
I/We hereby acknowledge that I/we have received and read the Terms Sheet, and apply for the dollar amount of Infrastructure Bonds set out above
and agree to accept such Infrastructure Bonds (or such lesser number as may be allotted to me/us) on, and subject to, the terms and conditions set out
in the Terms Sheet, the Trust Deed, the Series Supplement, and the Application Form.
All applicants on the Application Form must sign.
Date / /

Date / /

Date / /
NZ$
OR
12

13
Infratil
Terms Sheet
May 2021
H. SEND APPLICATION FORM TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM ON 30 JUNE 2021
Infratil Bond Offer, c/- Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142
or Deliver to: c/- Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
or email to: applications@linkmarketservices.co.nz
Investor phone number: +64 9 375 5998
TERMS AND CONDITIONS:
By signing this Application Form:
a) I/We agree to subscribe for Infrastructure Bonds upon and subject to the terms and conditions of the Terms Sheet, this Application Form, the Trust
Deed and the Series Supplement, and I/we agree to be bound by the provisions hereof.
b) I/We declare that all details and statements made by me/us in this Application Form are complete and accurate.
c) I/We certify that, where information is provided by me/us in this Application Form about another person, I/we are authorised by such person to
disclose the information to Infratil and the Registrar and to give authorisation.
d) I/We acknowledge that an application cannot be withdrawn or revoked once it has been submitted.
e) I/We acknowledge that the General Offer is only made in New Zealand, and by applying for Infrastructure Bonds, I/we warrant that I/we received this
offer in New Zealand and I/we are eligible to participate in the General Offer, and I/we agree to indemnify Infratil and its directors, officers, employees
and agents in respect of any loss, cost, liability or expense sustained or incurred by Infratil as a result of my/our breaching that warranty or the selling
restrictions described in the Terms Sheet.
f) I/We confirm that: (i) I/We are tax resident in New Zealand; or (ii) I/We will hold the Infrastructure Bonds for the purposes of a business carried on in
New Zealand through a fixed establishment in New Zealand; or (iii) I/We are a registered bank engaged in business in New Zealand through a fixed
establishment in New Zealand.
This Application Form, the General Offer and any contract arising out of its acceptance are each governed by New Zealand law. Under the Anti-Money
Laundering and Countering Financing of Terrorism Act 2009, applicants may be required to produce evidence of their identity.
The information in this Application Form is provided to enable Infratil and the Registrar to process your application, and to administer your investment.
By signing this Application Form, you authorise Infratil and the Registrar to disclose information in situations where Infratil or the Registrar are required or
permitted to do so by any applicable law or by a governmental, judicial or regulatory entity or authority in any jurisdiction. Personal information will be
held by Infratil and the Registrar at their respective addresses shown in the Directory of the Terms Sheet or at such other place as is notified upon request.
If you are an individual under the Privacy Act 2020, you have the right to access and correct any of your personal information. You can also access your
information on the Link website (www.linkmarketservices.co.nz). You will be required to enter your holder number and FIN.
I. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY:
(Complete this section if you are acting on behalf of the Applicant on this Application Form for whom you have power of attorney)
I, (full name)
of (place and country of residence),

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

14
Infratil
Terms Sheet
May 2021
These application instructions relate to an application for
Infrastructure Bonds under the Exchange Offer. An application to
subscribe for Infrastructure Bonds under the Exchange Offer must
be made on the Exchange Offer application form following these
application instructions.
An application will constitute an irrevocable offer by the
applicant to subscribe for the aggregate Face Value of
Infrastructure Bonds specified in the Exchange Offer application
form (or such lesser amount which Infratil may determine) on the
terms set out in the Terms Sheet, the Trust Deed, the Series
Supplement and the Exchange Offer application form.
A = Investor Details
Please complete all relevant sections in the Exchange Offer
application form in CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in the
name(s) of the natural persons, companies or other legal entities
which hold the Infrastructure Bonds due 15 June 2021 ("2021
Bonds") to be exchanged under the Exchange Offer.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write Name:
Incorrect way
to write Name:
Individual personJOHN SMITHJ SMITH
More than
one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
TrustsJOHN SMITH
(JOHN SMITH
FAMILY TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND
SONS A/C)
JOHN SMITH & SONS
Clubs and
unincorporated
associations
JANE SMITH
(SMITH INVESTMENT
CLUB A/C)
SMITH INVESTMENT
CLUB
Superannuation
funds
JOHN SMITH LIMITED
(SUPERANNUATION
FUND A/C)
JOHN SMITH
SUPERANNUATION
FUND
Postal address details: Insert your postal address for
correspondence. All communications to you from Infratil
will be mailed to the person(s) at the address shown (unless
an applicant provides an email address in section F of the
Exchange Offer application form). For joint applicants, only
one address is to be provided.
Telephone numbers: Insert your telephone number(s) in case the
Registrar or Infratil needs to contact you in relation to your
application.
By supplying your mobile number you will enable the Registrar to
advise you by TXT Alerts (post allotment for New Zealand investors
only) of any changes on your holding balance, or if your bank
account details or address on the register change, or if a new /
replacement FIN has been requested.
This feature provides additional security to you as an investor.
You may unsubscribe at any time for this TXT Alert service.
B = Application Details
Please enter the aggregate Face Value of Infrastructure Bonds
that you wish to apply for.
Each Infrastructure Bond has a Face Value of $1.00.
Unless you are applying to exchange all of your 2021 Bonds, an
application to subscribe for new Infrastructure Bonds must be for
a minimum aggregate Face Value of $5,000 and thereafter in
multiples having a Face Value of $1,000. The maximum amount of
Infrastructure Bonds you may apply for under the Exchange Offer
is equal to the number of 2021 Bonds you hold.
2021 Bonds that are not exchanged under the Exchange Offer will
remain on issue and be redeemed on 15 June 2021 subject to their
existing terms and conditions.
C = Holder Number Details
Please enter the Common Shareholder Number ("CSN") or Holder
Number your 2021 Bonds are registered on in the space provided.
The name and address details on your application form must
correspond with the registration details under that CSN.
D = Interest and Redemption Payments
If you wish your payments in respect of the new Infrastructure
Bonds to be direct credited to the same account to which
payments in respect of your 2021 Bonds are made, then you do
not need to complete section D of the Exchange Offer application
form.
If payment to your cash management account with an NZX
participant is selected, tick the box for option 1, insert the name
of the NZX Participant where your cash management account is
held and provide your cash management client account number.
If you wish to be paid by direct credit but wish to have payment in
respect of your new Infrastructure Bonds credited to a different
bank account than the account to which payments in respect of
your 2021 Bonds are currently made, please tick the box for option
2 and enter the details of the bank account.
Exchange Offer
Application
Instructions
Infratil
Terms Sheet
May 2021
14

15
Infratil
Terms Sheet
May 2021
E = IRD number, RWT and other tax details
Please enter your IRD number and tick the resident withholding
tax (“RWT”) rate that applies to you (or, if you are exempt from
RWT, tick the exempt box). If no IRD number is supplied payments
will be taxed at the non-declaration rate of 45%. Please note
that if you select the 39% rate, that rate only applies with effect
from 1 October 2021 and an election of 33% will be deemed to
apply prior to that date. RWT will therefore be withheld at a rate
of 33% in relation to interest paid prior to 1 October 2021 and at
39% for subsequent interest payments.
F = Electronic Investor Correspondence
By supplying your email address Infratil will be able to deliver your
investor correspondence to you electronically where possible. This
is a much more environmentally friendly, cost effective and timely
option than paper based investor mail outs.
G = Signing and Dating
Read the Terms Sheet and Exchange Offer application form
carefully and sign and date the Exchange Offer application form.
The Exchange Offer application form must be signed by each of
the applicant(s) personally, (in the case of a company) by two
directors of a company (or one director if there is only one director,
whose signature must be witnessed), or in either case by a duly
authorised attorney or agent.
If the Exchange Offer application form is signed by an attorney,
the power of attorney document is not required to be lodged, but
the attorney must complete the certificate of non-revocation of
power of attorney following the Exchange Offer application form.
If the Exchange Offer application form is signed by an agent,
the agent must complete the certificate of non-revocation of
agent following the Exchange Offer application form.
Joint applicants must each sign the Exchange Offer
application form.
H = Exchange Offer Closing Date and Delivery
The Exchange Offer will close at 5.00pm on 10 June 2021.
Applicants should remember that the Closing Date of the
Exchange Offer may be changed at the sole discretion of
Infratil. Changes will be advised by NZX announcement. Infratil
reserves the right to refuse to accept applications received by
the Registrar after the Closing Date of the Exchange Offer.
Your Exchange Offer application form should be returned to, or
lodged with, an appropriate person as specified under the
heading “How to Apply” on page 6 of the Terms Sheet.
Personal Information Rights
Personal information provided by you will be held by Infratil and
the Registrar at their respective addresses shown under the
address details section in the Terms Sheet or at such other place
as is notified upon request. This information will be used for the
purpose of managing your investment.
You have a right to access and correct any personal information
about you under the Privacy Act 2020. You can also access
your information on the Link Market Services website:
www.linkmarketservices.co.nz. (You will be required to enter
your holder number and FIN).
15

16
Infratil
Terms Sheet
May 2021

BROKER STAMPBroker code
Advisor code
Exchange Offer
Application Form
Infratil Limited Issue of Infrastructure Bonds
This Exchange Offer application form (“Application Form”) is issued in connection with a Terms Sheet dated 25 May 2021 under which Infratil Limited ("Infratil")
is offering bonds due 15 December 2027 ("Infrastructure Bonds") (“Terms Sheet”). Please complete this Application Form and return it to, or lodge it with, an
appropriate person as specified under the heading “How to Apply” on page 6 of the Terms Sheet. Before completing this Application Form, applicants should
read the Terms Sheet to which this application relates.
A. APPLICATION DETAILS AND INFORMATION – PLEASE PRINT IN BLOCK LETTERS
First Name(s):Family Name:
First Name(s):Family Name:
First Name(s):Family Name:
Corporate Name or <<On Account>> :
Postal Address:
Telephone Home:Mobile/Work:
B. APPLICATION DETAILS – IMPORTANT
Your Application Form must be received by Link Market Services Limited (“Link”) by 5.00pm, 10 June 2021.
Unless you are applying to exchange all of your 2021 Bonds, applications must be for a minimum Face Value of NZ$5,000 and, thereafter, in multiples
having a Face Value of NZ$1,000. The maximum amount of new Infrastructure Bonds you may apply for under the Exchange Offer is equal to the number of
2021 Bonds you hold. Infratil may accept or reject all or part of this application for Infrastructure Bonds without giving reason.
Amount of new Infrastructure Bonds applied for:
C. COMMON SHAREHOLDER NUMBER (CSN)
Please enter the CSN or Holder Number your 2021 Bonds are registered on:
D. INTEREST AND REDEMPTION PAYMENTS
Continue to pay interest and principal in the same way as was occurring on the 2021 Bonds


If you wish to change the way in which interest and principal is paid please choose only ONE of the options below:
Please tick the box next to your selected option ():
OPTION 1:


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

OPTION 2:

Direct credit to the New Zealand bank account nominated.
Please pay my interest and repayments to the account for direct debit purposes nominated above.
Please pay my interest and repayments to the account nominated below.
Name of Bank: Name of Account:
Account Number:

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

-

-

If no IRD number is supplied payments will be taxed at the non-declaration rate of 45%.
Deduct resident withholding tax from all my/our interest payments at the following rate (tick one): 10.5%* 17.5% 28%** 30% 33% 39% Exempt
*Only available for an individual that reasonably expects their income for the income year to be $14,000 or less and trustees of certain testamentary trusts. ** Available for companies only.
F. ELECTRONIC CORRESPONDENCE & REPORTING
To enable Infratil to provide you with your investor correspondence in relation to your holding in this security electronically, please complete your
email address below. If you do not provide an email address, investor correspondence will be mailed to you at the address provided on this Application Form.
G. SIGNATURE(S) OF APPLICANT(S)
I/We hereby acknowledge that I/we have received and read the Terms Sheet for Infrastructure Bonds applied for under this Application Form, and
apply for the dollar amount of Infrastructure Bonds set out in Part B above, and agree to accept such Infrastructure Bonds (or such lesser number as
may be allotted to me/us) on, and subject to, the terms and conditions set out in the Terms Sheet, the Trust Deed, the Series Supplement, and the
Application Form. All applicants on the Application Form must sign.
Date / /

Date / /

Date / /
NZ$

17
Infratil
Terms Sheet
May 2021
H. SEND APPLICATION FORM TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM ON 10 JUNE 2021
Infratil Bond Offer, c/- Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142
or deliver to: c/- Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
or email to: applications@linkmarketservices.co.nz
Investor phone number: +64 9 375 5998
TERMS AND CONDITIONS:
By signing this Application Form:
(a) I/We agree to subscribe for Infrastructure Bonds upon and subject to the terms and conditions of the Terms Sheet, this Application Form, the Trust
Deed and the Series Supplement, and I/we agree to be bound by the provisions hereof.
(b) I/We irrevocably direct Infratil to apply the redemption proceeds of my/our exchanged 2021 Bonds towards payment of the aggregate Face Value of
Infrastructure Bonds specified in Part B of this Application Form (or such lesser amount as Infratil may determine).
(c) I/We declare that all details and statements made by me/us in this Application Form are complete and accurate.
(d) I/We certify that, where information is provided by me/us in this Application Form about another person, I/we are authorised by such person to
disclose the information to Infratil and the Registrar and to give authorisation.
(e) I/We acknowledge that an application cannot be withdrawn or revoked once it has been submitted.
(f) I/We acknowledge that the Exchange Offer is only made in New Zealand, and by applying for Infrastructure Bonds, I/we warrant that I/we received
this offer in New Zealand and I/we are eligible to participate in the Exchange Offer, and I/we agree to indemnify Infratil and its directors, officers,
employees and agents in respect of any loss, cost, liability or expense sustained or incurred by Infratil as a result of my/our breaching that warranty or
the selling restrictions described in the Terms Sheet.
(g) I/We confirm that: (i) I/We are tax resident in New Zealand; or (ii) I/We will hold the Infrastructure Bonds for the purposes of a business carried on in
New Zealand through a fixed establishment in New Zealand; or (iii) I/We are a registered bank engaged in business in New Zealand through a fixed
establishment in New Zealand.
This Application Form, the Exchange Offer and any contract arising out of its acceptance are each governed by New Zealand law. Under the Anti-Money
Laundering and Countering Financing of Terrorism Act 2009, applicants may be required to produce evidence of their identity.
The information in this Application Form is provided to enable Infratil and the Registrar to process your application, and to administer your investment.
By signing this Application Form, you authorise Infratil and the Registrar to disclose information in situations where Infratil or the Registrar are required or
permitted to do so by any applicable law or by a governmental, judicial or regulatory entity or authority in any jurisdiction. Personal information will be
held by Infratil and the Registrar at their respective addresses shown in the Directory of the Terms Sheet or at such other place as is notified upon request.
If you are an individual under the Privacy Act 2020, you have the right to access and correct any of your personal information. You can also access your
information on the Link website (www.linkmarketservices.co.nz). You will be required to enter your holder number and FIN.
I. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY:
(Complete this section if you are acting on behalf of the Applicant on this Application Form for whom you have power of attorney)
I, (full name)
of (place and country of residence),

(occupation),
CERTIFY:
• THAT by deed dated (date of instrument creating the power of attorney),
(full name of person/body corporate which granted the power of attorney)
of (place and country of residence of person/body corporate which granted the power of attorney**)
appointed me (his/her/its) attorney;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers
thereby conferred on me; and
• THAT I have not received notice of any event revoking the power of attorney.
Signed at this day of (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
J. CERTIFICATE OF NON-REVOCATION OF AGENT:
(Complete this section if you are acting as Agent on behalf of the Applicant on this Application Form)
I, (full name)
of (place and country of residence),
(occupation),
CERTIFY:
• THAT by the agency agreement dated (date of instrument creating the agency),
(full name of person/body corporate which appointed you as agent)
of (place and country of residence of person/body corporate which appointed you as agent **)
appointed me (his/her/its) agent;
• THAT I have executed the application for Infrastructure Bonds printed on this Application Form under that appointment and pursuant to the powers
thereby conferred on me; and
• THAT I have not received any notice or information of the revocation of my appointment as agent.
Signed at this day of (month/year)
Signature of agent
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the country in which the principal place of business is situated.
17

---

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

25 May 2021
Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets
Conduct Regulations 2014
Infratil Limited ("Infratil") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets Conduct
Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of bonds ("New Bonds") due 15
December 2027, in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013
("FMCA").
The main terms of the offer and the New Bonds are set out in the attached Terms Sheet. Except for the interest rate
and maturity date, the New Bonds will have identical rights, privileges, limitations and conditions as:
• Infratil's bonds maturing on 15 December 2029, which have a current interest rate of 2.75% per annum
(rate reset on 15 December 2021 and annually thereafter) and which are currently quoted on the NZX Debt
Market under the ticker code IFTHC;
• Infratil's bonds maturing on 15 March 2026, which have an interest rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market under the ticker code IFT300;
• Infratil's fixed rate bonds maturing on 15 December 2026, which have an interest rate of 3.35% per annum
and which are currently quoted on the NZX Debt Market under the ticker code IFT280;
• Infratil's bonds maturing on 15 December 2028, which have a current interest rate of 4.85% per annum
(rate reset after five years) and which are currently quoted on the NZX Debt Market under the ticker code
IFT270;
• Infratil's fixed rate bonds maturing on 15 December 2024, which have an interest rate of
4.75% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT260;
• Infratil's fixed rate bonds maturing on 15 June 2025, which have an interest rate of 6.15%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT250;
• Infratil's fixed rate bonds maturing on 15 December 2022, which have an interest rate of
5.65% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT240;
• Infratil's fixed rate bonds maturing on 15 June 2024, which have an interest rate of 5.50%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on 15 June 2021, which have an interest rate of 4.90%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT220;
• Infratil's fixed rate bonds maturing on 15 September 2023, which have an interest rate of
5.25% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT210;
and
• Infratil's fixed rate bonds maturing on 15 June 2022, which have an interest rate of 6.85%
per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT190,
(the "Quoted Bonds"), and therefore are of the same class as the Quoted Bonds for the purposes of the FMCA and
the Regulations. The Quoted Bonds (except the bonds issued under ticker code IFT300 on 15 March 2021) have been
continuously quoted on the NZX Debt Market over the preceding 3 months.
As at the date of this notice, Infratil is in compliance with:
• the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and
• its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the purposes of the
Regulations.
As at the date of this notice, there is no other information that would be required to be disclosed under a
continuous disclosure obligation or which would be excluded information required to be disclosed for the purposes
of the Regulations if the Quoted Bonds had had the same redemption date or interest rate as the New Bonds being
offered.
For further information, please contact: Aaron Queree, Treasurer, Infratil Limited on 04 473 2399.

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



25 May 2021


Dear Bondholder/Shareholder
Infratil is making a new offer of Infratil Infrastructure Bonds (“New Bonds”).
The offer comprises a General Offer to all investors in New Zealand and an Exchange Offer to holders of the
Infratil Bonds maturing on 15 June 2021.
Information about the New Bonds is available on Infratil’s website www.infratil.com/for-investors/bonds/. Key
terms include:
Maturity: 15 December 2027.
Coupon/Yield: 3.60% per annum (payable quarterly).
Amount: $50 million (Infratil has the right to take up to a further $50 million in oversubscriptions).
Open: The New Bond issue is open now. Infratil will pay interest at the rate of 3.60% per annum
from the time funds are banked into the trust account operated in respect of the Offer.
If not closed before, the Exchange Offer closes 10 June 2021 and the General Offer
closes 30 June 2021.
Exchange: Holders of the Infratil Bonds maturing on 15 June 2021 may contract to roll some or all of
the maturing value into the New Bonds. The availability of this depends on the issue not
being fully subscribed or having been closed by Infratil.

As an existing Infratil bondholder or shareholder we would welcome your participation in this New Bond issue.
However, it is not practical for us to reserve allocations so if you wish to make this investment we advise you
to lodge your application as soon as possible.
If you are interested in further information we suggest that you contact your usual financial adviser or feel
free to contact us at info@infratil.com or call 04 473 3663.

Yours sincerely


Aaron Queree
Infratil Treasurer