Infratil Limited’s Notice of Meeting and Proxy Form

Infratil
Notice of
Meeting
2021

2

The shareholders of Infratil Limited
21 July 2021

Shareholders have already received Infratil’s 2021 Annual
Report in which I, and Jason Boyes on behalf of the manager,
Morrison & Co, commented on the activities of Infratil over the
past year and on the future prospects for Infratil.
The Annual Meeting this year will be in Wellington but
shareholders will also have the option to join the meeting
online. A number of matters are to come before shareholders
for voting at the Annual Meeting. These include:
• The re-election of myself and Paul Gough, and the election
of Jason Boyes, as Directors.
• Authorisation to give the Board the option to exercise
Infratil’s rights under the Management Agreement to issue
shares to Morrison & Co to pay:
- the third instalment of the FY2020 international portfolio
annual incentive fee in 2022; and
- the second instalment of the FY2021 international
portfolio annual incentive fee in 2022.
• Authorisation for the Directors to fix the auditor’s
remuneration.
As noted in Infratil’s 2021 Annual Report, Morrison & Co
earned a FY2021 international portfolio annual incentive fee
of $223.1 million. As a protection against the possibility of the
portfolio of investments subsequently falling in value, the
FY2021 incentive fee is payable over three years (in three
instalments of ~$74.4 million each) and, if the value of the
portfolio at either of the subsequent two balance dates is
lower than the 31 March 2021 valuation, that year’s instalment
is cancelled.
The FY2021 international portfolio annual incentive fee follows
the FY2020 international portfolio annual incentive fee of
$125 million (payable in 3 instalments of ~$41.7 million each)
noted in Infratil’s 2020 Annual Report.
The Management Agreement gives the Board the option to
pay any instalment of an international portfolio incentive fee
in cash or by issuing Infratil ordinary shares to Morrison & Co
(the “scrip option”), or a mixture of both. However, under the
NZX Listing Rules, the Board needs shareholder approval if it
wishes to use the scrip option. The Board has not made a
decision whether to use the scrip option for the third
instalment of the FY2020 incentive fee (if that is payable) or
the second instalment of the FY2021 international portfolio
annual incentive fee (if that is payable), but the Board would
like to have both options available if the Board considers that
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issuing shares (rather than paying cash) would be in the best
interests of Infratil. At the 2020 Annual Meeting, shareholders
approved the use of the scrip option in connection with the
second instalment of the FY2020 international portfolio
annual incentive fee however the Board subsequently
determined that the instalment should be paid in cash.
If the Board also wishes to have this option available for the
third instalment of the FY2021 international portfolio annual
incentive fee (payable in 2023), the Board will seek
shareholder approval for this at the 2022 Annual Meeting.
There is no resolution this year in relation to directors’ fees, as
shareholders approved an increased directors’ fee pool at the
2019 Annual Meeting to enable directors’ fees to be set
consistent with the 75th percentile of comparator group 2 in
the PwC benchmarking report, but with the increases to
directors’ fees expected to be implemented over a three-year
period across the 2020, 2021 and 2022 financial years. The
Board has approved the implementation of the expected
increase for the 2022 financial year (so that fees are at the
75th percentile of that comparator group), and details of the
directors’ fees were set out in the 2021 Annual Report. As the
increases for the 2022 financial year can be paid from the
directors’ fee pool approved by shareholders at the 2019
annual meeting, the Board does not expect to seek
shareholder approval for any further increases to the directors’
fee pool prior to the 2022 annual meeting.
The Notice of Meeting also includes a Disclosure Document
(Annexure A) describing the Share Buyback Programme which
Infratil has decided to continue. The Board considers that,
from time to time, buying back shares may be the best use of
Infratil’s funds. Accordingly, Infratil wishes to keep open that
investment opportunity for the next 12 months, as it has done
for a number of years.
I look forward to seeing you at the Annual Meeting, presenting
our results and answering any questions you may have.
Yours sincerely
Mark Tume
Chairman

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Notice of Annual
Meeting
Notice is hereby given pursuant to section 120 of the
Companies Act 1993 that the 2021 annual meeting of
shareholders (Annual Meeting) of Infratil Limited (Infratil) will
be a hybrid meeting held in the Public Trust Hall, 131 Lambton
Quay, Wellington on Thursday, 19 August 2021, and online
at www.virtualmeeting.co.nz/ift21, commencing at 2:30 pm
(New Zealand Time)
Online participation details are set out on pages 4 and 5.
Business
A. Chairman’s Introduction
B. Chief Executive’s Review
C. Presentation of the Annual Report for the year ended
31 March 2021 and the report of the auditor
To receive and consider the Annual Report of Infratil for the
year ended 31 March 2021. Shareholders will have an
opportunity to raise questions on the Report and on the
performance and management of Infratil generally.
D. Resolutions
To consider and, if thought fit, pass the following resolutions:
1. Re-election of Mark Tume: That Mark Tume be re-elected
as a director of Infratil.
2. Re-election of Paul Gough: That Paul Gough be re-elected
as a director of Infratil.
3. Election of Jason Boyes: That Jason Boyes be elected as
a director of Infratil.
4. Payment of FY2020 Incentive Fee by Share Issue
(2020 Scrip Option): That Infratil be authorised to issue
to Morrison & Co Infrastructure Management Limited
(Morrison & Co), within the time, in the manner, and at the
price, prescribed in the Management Agreement, such
number of fully paid ordinary shares in Infratil (Shares) as is
required to pay all or such portion of the third instalment
of the 2020 Incentive Fee (if payable) as the Board elects
to pay by the issue of Shares (2020 Scrip Option), and the
Board be authorised to take all actions and enter into
any agreements and other documents on Infratil’s behalf
that the Board considers necessary to complete the 2020
Scrip Option.

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5. Payment of FY2021 Incentive Fee by Share Issue (2021
Scrip Option): That Infratil be authorised to issue to
Morrison & Co Infrastructure Management Limited
(Morrison & Co), within the time, in the manner, and at the
price, prescribed in the Management Agreement, such
number of fully paid ordinary shares in Infratil (Shares) as is
required to pay all or such portion of the second instalment
of the 2021 Incentive Fee (if payable) as the Board elects
to pay by the issue of Shares (2021 Scrip Option), and the
Board be authorised to take all actions and enter into any
agreements and other documents on Infratil’s behalf that
the Board considers necessary to complete each of the
2020 Scrip Option and the 2021 Scrip Option.
6. Auditor’s remuneration: That the Board be authorised to
fix the auditor’s remuneration.
Ordinary Resolutions
Each resolution above is to be considered as a separate
ordinary resolution. To be passed, each resolution requires a
simple majority of votes of holders of ordinary shares of Infratil,
entitled to vote and voting.
Voting Restrictions
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to
whom it is proposed to issue new Shares referred to in a
resolution under Listing Rule 4.2.1, and any associated person
of that person, are disqualified from voting in favour of the
resolution, but may act as a proxy or voting representative for
another person who is qualified to vote on the resolution, and
in accordance with that person’s express instructions.
Resolutions 4 and 5 relate to the issue of Shares to
Morrison & Co. The related companies, direct or indirect
shareholders, directors and some employees of Morrison & Co
(or its related companies) are associated persons of
Morrison & Co. Accordingly, none of Morrison & Co, its related
companies, the direct or indirect shareholders, directors or
any staff of Morrison & Co, will vote their Shares in respect of
either of Resolutions 4 and 5, but may act as a proxy or voting
representative for a person who is qualified to vote on either
of Resolutions 4 and 5, in accordance with that person’s
express instructions.
Voting and Proxies
As the 2021 Annual Meeting will be a hybrid meeting with
physical and online participants, voting on all resolutions put
before the meeting will be by poll. Results of the voting will be

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available after the conclusion of the meeting, and will be
notified on the NZX and ASX. Your right to vote may be
exercised by:
(a) Attending and voting in person at the Annual Meeting at
the Public Trust Hall, 131 Lambton Quay, Wellington.
(b) Attending the Annual Meeting, and voting, online.
(c) Appointing a proxy (or representative) to attend and vote
in your place.
Online participation in meeting
To participate in the meeting online, please go to
www.virtualmeeting.co.nz/ift21.
Shareholders present at the Annual Meeting (either in
person or via the Virtual Annual Meeting) will have the
opportunity to ask questions during the Annual Meeting.
If you cannot attend the Annual Meeting and choose to
participate in the Annual Meeting online but would like to
ask a question, you can submit a question online by going
to vote.linkmarketservices.com/IFT and completing the online
validation process or complete the question section below
and return to Link Market Services. Questions can be
submitted via the online chat function either in advance of,
or during, the Annual Meeting. You will need your shareholder
number, found on your proxy form, for verification purposes.
Shareholders can also submit written questions in advance
of the Annual Meeting by completing the question section on
the Proxy form – refer to the Proxies section below.
More information about participating in the meeting
online (including how to vote and ask questions virtually
during the meeting) can be found in the Virtual Annual
Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf. If you wish to participate in the
meeting online, we recommend that you join the queue
~15 minutes prior to the start of the meeting in order for
your details to be verified.
Proxies
Any shareholder of Infratil who is entitled to attend and vote
at the Annual Meeting may appoint a proxy to attend and
vote instead of him or her. A proxy does not need to be a
shareholder of Infratil. The Chairperson of the Meeting is
prepared to act as proxy. Any un-directed votes in respect of
a resolution, where the Chairperson of the Meeting is
appointed as a proxy, will be voted in favour of the relevant

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resolution, other than when he or she is prohibited from voting
on that resolution. A shareholder entitled to cast two or
more votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to
exercise. If the shareholder does not specify the proportion
of the shareholder's voting rights each proxy is to represent,
each proxy will be entitled to exercise half the shareholder's
votes.
To appoint a proxy (and/or to submit a written question in
advance of the Annual Meeting) you can complete and sign
the enclosed Proxy Form and return it by delivery, mail or scan
and email to the share registrar of Infratil or lodge online:
Delivery by hand:
Infratil Limited
C/- Link Market Services Limited
Level 30, PwC Tower, 15 Customs Street West
Auckland 1010, New Zealand
Mail:
Infratil Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142, New Zealand
Scan and email: meetings@linkmarketservices.com
Please put the words “Infratil Proxy Form” in the subject line
for ease of identification
Online: You may lodge your proxy online, go to: vote.
linkmarketservices.com/IFT. A shareholder will be taken to
have signed the Proxy Form by lodging it in accordance with
the instructions on the website. You will require your holder
number and FIN (New Zealand register) or your holder number
and postcode (Australian register) to complete your vote.
The completed Proxy Form must be received by the share
registrar or online appointment must be completed by no
later than 48 hours before the start of the Annual Meeting,
being 2.30 pm New Zealand Time on 17 August 2021. Voting
entitlements of the Annual Meeting will also be determined as
at this time. Registered shareholders at that time will be the
only persons entitled to vote at the Annual Meeting and only
the shares registered in those holders’ names at that time
may be voted at the Annual Meeting.

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Explanatory Notes
Resolutions 1 & 2: Re-Election of Directors
The Board of Infratil considers that both Mark Tume and
Paul Gough will be Independent Directors for the purposes of
the NZX Listing Rules (Listing Rules) if re-elected to the Board.
• 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.
• 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.
The Board supports the re-election of both Mark Tume and
Paul Gough.
Resolution 3: Election of Director
The Board of Infratil considers that Jason Boyes will not be an
Independent Director for the purposes of the Listing Rules if
elected to the Board.
• 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 H.R.L. 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.
The Board supports the election of Jason Boyes.
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Resolutions 4 & 5: Share Issue – FY2020
Incentive Fee and FY2021 Incentive Fee
The Board is seeking shareholder approval in accordance
with Listing Rules 4.1.1 and 4.2.1 to provide the Board with
the following options:
• The option (2020 Scrip Option) to issue to Morrison & Co
such number of ordinary shares in Infratil (Shares) as is
required to pay the third instalment (or any portion of it)
of the FY2020 international portfolio annual incentive fee
(FY2020 Incentive Fee).
• The option (2021 Scrip Option) to issue to Morrison & Co
such number of Shares as is required to pay the second
instalment (or any portion of it) of the FY2021 international
portfolio annual incentive fee (FY2021 Incentive Fee).
The Management Agreement between Infratil and Morrison &
Co Infrastructure Management Limited dated 11 February
1994, as amended (Management Agreement) gives the Board
the option to pay incentive fees in cash or by issuing Shares to
Morrison & Co, or a mixture of both. The Board has not made
a decision whether to use the 2020 Scrip Option for the third
instalment of the FY2020 Incentive Fee (if that is payable) or
the 2021 Scrip Option for the second instalment of the FY2021
Incentive Fee (if that is payable), but the Board would like to
have both options available if the Board considers that to be
in the best interests of Infratil.
More information on the 2020 Scrip Option, the 2021 Scrip
Option, the FY2020 Incentive Fee and the FY2021 Incentive
Fee is set out below.
Incentive Fees under the Management
Agreement
The Management Agreement provides for the payment of
incentive fees relating to “Non-New Zealand Portfolio
Securities” (including “Australian Portfolio Securities”).
Incentive fees (International Portfolio Incentive Fees) are
payable to Morrison & Co on realised or sustained increases in
the value of the portfolio of “Non-New Zealand Portfolio
Securities” (including “Australian Portfolio Securities”). The
Management Agreement provides for three different incentive
fees to be payable for performance in excess of a minimum
hurdle of 12% per annum:
• International Portfolio Initial Incentive Fees;
• International Portfolio Annual Incentive Fees; and
• International Portfolio Realised Incentive Fees.
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The provisions for the International Portfolio Incentive Fees
(together with the definitions of “Non-New Zealand Portfolio
Securities” and “Australian Portfolio Securities”) are set out in
full in the Management Agreement, a copy of which is
available on the Infratil website at https://infratil.com/
about-us/corporate-governance/.
FY2020 Incentive Fee
In FY2020, Morrison & Co earned an International Portfolio
Annual Incentive Fee of $125 million pursuant to clause 9.4.3 of
the Management Agreement (FY2020 Incentive Fee). The
process under the Management Agreement (with relevant
modifications as agreed between the Board and Morrison &
Co) for determining the FY2020 Incentive Fee was payable,
and for calculating the amount of the FY2020 Incentive Fee, is
summarised below:
• Infratil’s Non-New Zealand Portfolio Securities which have
been owned for more than three years (FY2020
International Portfolio Assets) were valued as at 31 March
2020 by specialist independent valuers. The independent
valuations are undertaken to assess the proceeds Infratil
would receive were it to sell the FY2020 International
Portfolio Assets, net of all transaction costs and applicable
taxes.
• The independent valuations determined that the FY2020
International Portfolio Assets has delivered a return (in NZ$)
of over 12% per annum, and the $125 million FY2020
Incentive Fee payable to Morrison & Co is equivalent to
20% of the value determined above the 12% return.
• As a protection against the possibility of the FY2020
International Portfolio Assets falling in value, clause 9.4.4 of
the Management Agreement requires the FY2020 Incentive
Fee to be divided into three equal annual instalments of
~$41.7 million each, with payment spread over three years
and the second and third instalments contingent on the
FY2020 International Portfolio Assets not falling in value:
- The first instalment was paid in cash in May 2020
(following finalisation of the 31 March 2020 independent
valuations).
- The second instalment was paid in cash in April 2021
(following finalisation of the 31 March 2021 independent
valuations).
- The FY2020 International Portfolio Assets will be
valued again as at 31 March 2022, using the same
independent valuation process as in 2020 and 2021.
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The third instalment is only paid if the independent
valuations of the FY2020 International Portfolio
Assets determines that the value of those assets as
at 31 March 2022 is not less than the value of those
assets as at 31 March 2020. If the value of the FY2020
International Portfolio Assets is less (by any amount),
then the third instalment is cancelled (and will never
be payable).
More information regarding the FY2020 Incentive Fee can be
found in Infratil’s 2020 Results Announcement (available on
the Infratil website at https://infratil.com/for-investors/
company-results/) and 2020 Annual Report (available on the
Infratil website at https://infratil.com/for-investors/reports/).
FY2021 Incentive Fee
In FY2021, Morrison & Co earned an International Portfolio
Annual Incentive Fee of $223.1 million pursuant to clause 9.4.3
of the Management Agreement (FY2021 Incentive Fee). The
process under the Management Agreement (with relevant
modifications as agreed between the Board and Morrison &
Co) for determining the FY2021 Incentive Fee was payable,
and for calculating the amount of the FY2021 Incentive Fee,
is summarised below:
• Infratil’s Non-New Zealand Portfolio Securities which
have been owned for more than three years (the “FY2021
International Portfolio Assets”) were valued as at 31 March
2021 by specialist independent valuers. The independent
valuations are undertaken to assess the proceeds Infratil
would receive were it to sell the FY2021 International
Portfolio Assets, net of all transaction costs and applicable
taxes.
• The independent valuations determined that the FY2021
International Portfolio Assets has delivered a return (in NZ$)
of over 12% per annum, and the $223.1 million FY2021
Incentive Fee payable to Morrison & Co is equivalent to
20% of the value determined above the 12% return.
• As a protection against the possibility of the FY2021
International Portfolio Assets falling in value, clause 9.4.4 of
the Management Agreement requires the FY2021 Incentive
Fee to be divided into three equal annual instalments of
~$74.4 million each, with payment spread over three years
and the second and third instalments contingent on the
FY2021 International Portfolio Assets not falling in value:
- The first instalment was paid in cash in May 2021
(following finalisation of the 31 March 2021 independent
valuations).
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- The FY2021 International Portfolio Assets will be
valued again as at 31 March 2022, using the same
independent valuation process as in 2021. The second
instalment is only paid if the independent valuations
of the FY2021 International Portfolio Assets determines
that the total value of those assets as at 31 March 2022
is not less than the total value of those assets as at
31 March 2021. If the value of the FY2021 International
Portfolio Assets is less (by any amount), then the second
instalment is cancelled (and will never be payable).
- The FY2021 International Portfolio Assets will be
valued again as at 31 March 2023, using the same
independent valuation process as in 2021 and 2022.
The third instalment is only paid if the independent
valuations of the FY2021 International Portfolio Assets
determines that the value of those assets as at
31 March 2023 is not less than the value of those
assets as at 31 March 2021. If the value of the FY2021
International Portfolio Assets is less (by any amount),
then the third instalment is cancelled (and will never
be payable).
More information regarding the FY2021 Incentive Fee can be
found in Infratil’s 2021 Results Announcement (available on
the Infratil website at https://infratil.com/for-investors/
company-results/) and 2021 Annual Report (available on the
Infratil website at https://infratil.com/for-investors/reports/).
Scrip Option
Clause 9.6 of the Management Agreement gives the Board
the option to pay any instalment of the FY2020 Incentive Fee
or the FY2021 Incentive Fee either in cash or by issuing Shares
to Morrison & Co (i.e. the Scrip Option), or a mixture of both. If
the Board uses the Scrip Option:
• The number of Shares to be issued will be calculated by
dividing the instalment (or the portion of the instalment
fee to be paid by the issue of Shares) by 98% of the volume
weighted average price (VWAP) of the Shares as traded
on NZX over the 5 business days prior to the issue of the
Shares (Issue Price).
• The Shares issued to Morrison & Co will be fully paid
ordinary shares which will rank pari passu with the ordinary
shares then on issue.
• Infratil must elect whether to pay cash or issue Shares
within 7 days of receiving confirmation (by reference to the
valuations of the FY2020 International Portfolio Assets or
the FY2021 International Portfolio Assets as at 31 March in
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the relevant year) that the FY2020 Incentive Fee or FY2021
Incentive Fee instalment is payable. Where Infratil elects to
issue Shares, it must allot the Shares within 12 business
days after receiving confirmation that the FY2020
Incentive Fee or FY2021 Incentive Fee instalment is
payable.
As noted above, the Board has not made a decision whether
to use the Scrip Option for any or all of either the third
instalment of the FY2020 Incentive Fee (if that is payable) or
the second instalment of the FY2021 Incentive Fee (if that is
payable). If shareholders approve the use of the Scrip Option,
the Board will make a decision in 2022 whether to use Scrip
Option for any or all of the second instalment of the FY2020
Incentive Fee or the FY2021 Incentive Fee when (and if) the
Board is satisfied that the relevant instalment will be payable
and that, based on the circumstances applying at the time,
the Board considers that using the Scrip Option is in the best
interests of Infratil. There are a range of factors that will be
relevant to this decision (including market conditions, Infratil’s
then current share price, Infratil’s available liquidity and
available growth investments or new opportunities), but the
Board will not provide reasons if the Board does not elect to
use the Scrip Option.
Consequences if the Scrip Option is not
approved
If Resolutions 4 and 5 are not passed, Infratil will be required
to pay each of the third instalment of the FY2020 Incentive
Fee of ~$41.7 million, and the second instalment of the FY2021
Incentive Fee of ~$74.4 million in cash, if the independent
applicable valuations of the FY2020 International Portfolio
Assets or the FY2021 International Portfolio Assets determine
that:
• in the case of the FY2020 International Portfolio Assets, the
value of those assets as at 31 March 2022 is not less than
the value of those assets as at 31 March 2020; or
• in the case of the FY2021 International Portfolio Assets, the
value of those assets as at 31 March 2022 is not less than
the value of those assets as at 31 March 2021.
It is important for shareholders to note that payment of either
of the third instalment of the FY2020 Incentive Fee or the
second instalment of the FY2021 Incentive Fee does not
require shareholder approval – shareholder approval is only
required to allow the Board to use the Scrip Option. The
consequences for payment of the third instalment of the
FY2020 Incentive Fee and the second instalment of the
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FY2021 Incentive Fee if the Scrip Option is or is not approved
are summarised below:
• Scrip Option approved by Shareholders: The Board has
three options to pay the third instalment of the FY2020
Incentive Fee (if payable) and/or the second instalment
of the FY2021 Incentive Fee (if payable):
- Option A: The relevant instalment is paid in cash.
- Option B: The relevant instalment is paid using the
Scrip Option.
- Option C: The relevant instalment is paid using a
mixture of cash and the Scrip Option.
• Scrip Option for either or both of the instalments not
approved by Shareholders: The Board will pay the third
instalment of the FY2020 Incentive Fee (if payable) and/or
the second instalment of the FY2021 Incentive Fee (if
payable) in cash.
If the Scrip Option is approved, the effect on the Company and
Shareholders if the Board does or does not elect to use the Scrip
Option to pay some or all of the third instalment of the FY2020
Incentive Fee (if payable) or the second instalment of the FY2021
Incentive Fee (if payable) are also summarised below:
• Scrip Option used: Infratil will issue new ordinary shares
to Morrison & Co at the Issue Price, with the numbers of
ordinary shares issued equal to the third instalment of the
FY2020 Incentive Fee or the second instalment of the
FY2021 Incentive Fee (or the portion of that for which the
Board elects to use the Scrip Option) divided by the Issue
Price. This issue of ordinary shares to Morrison & Co will
increase the total number of ordinary shares on issue and
therefore will dilute other Infratil shareholders, although
the dilution will not be material. However, the issue of
ordinary shares will also mean that Infratil is not required
to pay cash to Morrison & Co for that amount, so Infratil’s
available liquidity will be higher than if the Scrip Option
had not been used.
As an example, using the closing price of Infratil ordinary
shares on NZX on 8 July 2021 and assuming (a) the total
ordinary shares on issue (excluding treasury stock) is the
same as at 8 July 2021 and (b) the Scrip Option is used for
the full third instalment of the FY2020 Incentive Fee, then:
- Infratil would issue 5,521,689 ordinary shares to
Morrison & Co.
- This would increase the total ordinary shares on issue
(excluding treasury stock) from 722,952,533 to 728,474,222.
- This would dilute other Infratil shareholders by 0.76%.
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• Scrip Option not used: Infratil will pay cash to
Morrison & Co for the third instalment of the FY2020
Incentive Fee and the second instalment of the FY2021
Incentive Fee. This will mean that other Infratil shareholders
are not diluted (because there is no issue of ordinary
shares to Morrison & Co) but Infratil’s available liquidity
will be reduced by the amount of the relevant instalment.
Waiver of Listing Rule 7.8.5(b) – Requirement for
Appraisal Report
Because Jason Boyes is a director of Infratil and Morrison &
Co, Morrison & Co is an “Associated Person” of Infratil. Listing
Rule 7.8.5(b) requires that a notice of meeting to consider a
resolution to approve the issue of shares where more than
50% of the Shares are to be issued are likely to be acquired by
Directors or Associated Persons of Directors must be
accompanied by an Appraisal Report.
NZX Regulation Limited has granted Infratil a waiver from
Listing Rule 7.8.5(b) which would otherwise require Infratil to
prepare an Appraisal Report to accompany any Notice of
Meeting at which Shareholders will consider and vote on, an
Ordinary Resolution in accordance with Listing Rule 4.1.1 and
Listing Rule 4.2.1, to approve a proposal for the issue of Infratil
ordinary shares to Morrison & Co by way of satisfaction of
Infratil’s contractual obligation to pay incentive fees to
Morrison & Co in accordance with the prescribed payment
mechanisms set out in the Management Agreement.
This waiver applies to Resolutions 4 and 5, and a copy of
the waiver decision is available on the Infratil website at
https://infratil.com/for-investors/announcements/.
The waiver has been granted on the conditions that:
• The relevant Notice of Meeting must otherwise comply with
Listing Rules 7.8.2 and 7.8.4.
• The relevant issue of Shares, if approved by Shareholders
by Ordinary Resolution, and if the Board approves the
issue of Shares, must be made within the date that is
12 months following the date of the relevant Ordinary
Resolution approving the issue of Shares;
• The waiver, its conditions and its implications are disclosed
in the Notice of Meeting; and
• The 2002 Notice of Meeting and appraisal report is
available for Infratil shareholders to review on the first
occasion that Infratil relies on this waiver.
14

The implications for Shareholders of the waiver are that no
independent appraisal report is provided in respect of the
Scrip Option. Shareholders must consider the information set
out or referred to in this Notice of Meeting and Explanatory
Notes to reach an informed opinion as to whether to approve
the Scrip Option. In particular, Shareholders should consider
the following:
• The International Investment Portfolio incentive fee
structure, including the formula for calculating the Issue
Price of Shares to be issued in payment of any incentive
fees, were approved by Shareholders at the Annual
Meeting in 2002.
• The Appraisal Report provided with the 2002 Notice of
Meeting included a detailed analysis of the incentive fee
structure, and concluded that the fee arrangement for
the International Investment Portfolio is reflective of an
arms-length negotiation having regard to a number of
matters, and the Management Agreement changes,
including the incentive fees, are fair to the non-associated
Infratil shareholders.
• Infratil is contractually bound to pay the incentive fee
instalments to Morrison & Co either by cash or by the issue
of Shares if the value of the international investments
portfolio is sustained over the relevant period.
• If the independent valuations of (relevantly) the FY2020
International Portfolio Assets and the FY2021 International
Portfolio Assets determine that:
- in the case of the FY2020 International Portfolio Assets,
the value of those assets as at 31 March 2022 is not less
than the value of those assets as at 31 March 2020; or
- in the case of the FY2021 International Portfolio Assets,
the value of those assets as at 31 March 2022 is not less
than the value of those assets as at 31 March 2021,
Infratil will be required to pay one or both of the third
instalment of the FY2020 Incentive Fee of ~$41.7 million
and the second instalment of the FY2021 Incentive Fee of
~$74.4 million.
• If the Scrip Option is approved by Shareholders, the Board
has three options to pay each of the third instalment of the
FY2020 Incentive Fee (if payable) and the second
instalment of the FY2021 Incentive Fee (if payable):
- Option A: The relevant instalment is paid in cash.
- Option B: The relevant instalment is paid using the
Scrip Option.
15

- Option C: The relevant instalment is paid using a
mixture of cash and the Scrip Option.
• If the Scrip Option for either or both of the instalments is
not approved by Shareholders, the Board will pay the third
instalment of the FY2020 Incentive Fee (if payable) and/or
the second instalment of the FY2021 Incentive Fee (if
payable) in cash.
• If the Directors resolve to use the Scrip Option (if approved
by an Ordinary Resolution of Shareholders) the Directors
must be satisfied that the issue of Shares is fair and
reasonable to Infratil and to all existing Shareholders).
Resolution 5: Auditor’s Remuneration
KPMG is automatically reappointed as auditor under section
207T of the Companies Act 1993. This resolution authorises the
Board to fix the fees and expenses of the auditor.
Particulars of the Share Buyback Programme
For many years, Infratil has maintained a Share Buyback
Programme. This programme has been successful in creating
shareholder value and it is proposed that Infratil continue it.
The Share Buyback Programme needs to comply with the
Listing Rules. The Share Buyback Programme will be
undertaken in accordance with Listing Rule 4.14, and the
primary intent is that shares be bought back as permitted
by Listing Rules 4.14.1(a) and 4.14.1(b)(ii) and the applicable
provisions of the Companies Act 1993. This allows Infratil
to make any offer pursuant to the procedures detailed in
Section 60(1)(b)(ii) of the Companies Act 1993, or through
NZX's order matching market, or through the order matching
market of a ‘Recognised Stock Exchange’ (as defined in the
Listing Rules) and in compliance with Section 63 of the
Companies Act 1993.
Infratil notifies shareholders that, in accordance with Sections
60(1)(b)(ii) or 63 of the Companies Act 1993, Infratil may
acquire up to a further 20,000,000 ordinary shares
(approximately 2.77% of the outstanding ordinary shares,
excluding treasury stock). These shares may be bought
on-market or off-market, but the combined total of further
on-market and off-market purchases will not exceed
20,000,000 ordinary shares. Off-market purchases will not be
made from employees or directors of Infratil or associated
persons of directors.
Infratil is not committing to buy shares and a decision as to
any purchases will be made from time to time having regard
to market conditions. Infratil will always disclose the number of
16

shares, and the price at which it bought them, whether
on-market or off-market, before 9:30 am on the business day
following the purchase being made.
Whether the purchases are on-market or off-market, the
directors will regularly reassess the situation and seek to
purchase shares at prices that in their view represent the best
value for shareholders.
The directors believe that, depending on market conditions
and Infratil’s then current share price, having the Share
Buyback Programme in place is a positive way of improving
shareholder value and is fair to Infratil and all shareholders.
The disclosure document required under the Companies Act
1993 is attached as Annexure A.
Annexure A: Companies Act Disclosure
Document for Share Buyback Programme
In the 2020 Notice of Meeting Infratil advised shareholders
of its intention to continue its Share Buyback Programme,
reserving the right to acquire up to 20,000,000 of Infratil’s
ordinary shares on issue. Infratil has not acquired any ordinary
shares under the Share Buyback Programme since the 2020
Notice of Meeting.
It is considered appropriate for Infratil to continue the Share
Buyback Programme and reserve the right to buy back up to
20,000,000 of Infratil’s ordinary shares on issue. This would
represent approximately 2.77% of the outstanding ordinary
shares, excluding treasury stock. These shares may be bought
on-market or off-market, but the combined total of further
on-market and off-market purchases may not exceed
20,000,000 ordinary shares. Off-market purchases may
also not be made from employees or directors of Infratil or
associated persons of directors.
This Disclosure Document sets out the information that the
Companies Act 1993 requires be provided to shareholders
annually while a Share Buyback Programme continues.
Terms of the Offer
On-market Buyback – Section 63 of the Companies Act 1993
• Infratil may make one or more offers on the NZX Main
Board market to all shareholders to acquire up to
20,000,000 ordinary shares in Infratil, pursuant to section
63 of the Companies Act 1993.
• Offers may be made between 19 August 2021 and
21 July 2022.
17

• Infratil will pay the prevailing market price for the shares at
the time of purchase. Infratil is not obliged to make offers
and reserves the right to cease doing so at any time.
Off-market Buyback – Section 60(1)(b)(ii) of the Companies
Act 1993
• Infratil may make offers to one or more shareholders to
acquire up to 20,000,000 ordinary shares in Infratil,
pursuant to Section 60(1)(b)(ii) of the Companies Act 1993.
• Offers may be made between 19 August 2021 and
21 July 2022.
• Infratil will pay the prevailing market price for the shares at
the time of purchase. Infratil is not obliged to make offers
and reserves the right to cease doing so at any time.
• Buybacks made in compliance with Section 60(1)(b)(ii) of
the Companies Act 1993 will not be made from any person
who is a Director, Associated Person of a Director or an
Employee (as those terms are defined in the Listing Rules)
of Infratil and will not exceed 15% of the shares on issue as
at the date which precedes the date of the relevant
buyback by 12 months.
Other Information Applicable to Both On-market and
Off-market Buybacks
• Infratil will not purchase any shares while it possesses any
information that is materially price-sensitive but not
publicly available. If Infratil has price sensitive information,
it will cease acquiring shares until the information is
publicly disclosed or ceases to be materially price
sensitive.
• Infratil intends to hold up to 5% of its shares as Treasury
Stock, from those shares first acquired. Treasury Stock
comprises shares acquired and held by Infratil in itself and
which would otherwise be cancelled on acquisition.
Subject to certain restrictions, Treasury Stock can be
transferred, re-issued or cancelled by Infratil.
• All on-market offers will be designed so that the proceeds
of sales will not be taxable as dividends whilst off-market
offers may be taxable as dividends, and imputation credits
will not be attached to the proceeds. Shareholders who
have special tax status, as a result, for example, of trading
securities professionally, should consult their tax advisers.
18

Resolutions
To initiate the proposed offer the Board unanimously resolved
on 30 June 2021, amongst other things:
1. To continue the previously notified Share Buyback
Programme, and reserve the right to make one or more
offers on the NZX market to all shareholders to acquire up
to 20,000,000 ordinary shares in Infratil pursuant to
Section 60(1)(b)(ii) (off-market buyback) and Section 63
(on-market buyback) of the Companies Act 1993 (Act) in
the period between 19 August 2021 and 21 July 2022.
2. To pay the prevailing market price for the shares at the
time of purchase.
3. That in respect of any offer made pursuant to Section 60(1)
(b)(ii):
- The acquisition is in the best interests of Infratil;
- The acquisition is of benefit to the remaining
shareholders;
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to Infratil; and
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to the remaining
shareholders.
4. That in respect of an offer made pursuant to Section 63:
- The acquisition is in the best interests of Infratil and its
shareholders; and
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to Infratil and its
shareholders.
5. That, for the purposes of buybacks effected under
Resolution 3 or 4, the Directors are not aware of any
information that will not be disclosed to Infratil's
shareholders:
- that is material to an assessment of the value of the
shares; and
- as a result of which the terms of the offer and
consideration offered for the shares are unfair to the
shareholders accepting the offer.
19

20
6. That the reasons for the Directors’ conclusions in the
Resolutions 3, 4 and 5 are:
- to maximise shareholder value, and acquiring shares
may be considered by the Board (taking into account
prevailing circumstances) to be an efficient use of
capital; and
- shareholders have total discretion to choose whether to
participate in the buyback. There is no pressure to sell
to Infratil; and
- Infratil has in place reviews and procedures to ensure
that it does not acquire shares during the period when
material price sensitive information is known to Infratil
but is not available to shareholders.
7. That the Board is satisfied that Infratil will, immediately
after acquiring the shares, satisfy the solvency test applied
under Section 52 of the Companies Act 1993.
8. That Jason Boyes, Phillippa Harford and Mark Flesher of
Morrison & Co Infrastructure Management Limited (each
acting alone) are hereby authorised to sign such
documents and do such other things as may be necessary
or appropriate to complete the buyback.
9. That until Infratil holds shares in itself equating to 5% of
the total number of shares on issue, such shares need
not be cancelled but may be held as Treasury Stock by
Infratil itself.
Directors’ Interests
Ordinary Shares (as at 8 July 2021)
Infratil (IFT) ordinary sharesBeneficial
interests
Non-beneficial
interests
M Tume59,1327,389
A Gerry34,048
P Gough197,533
K Mactaggart64,870
C M Savage16,644
P M Springford44,406
This Disclosure Document is provided pursuant to Sections
61(5) and 63(6) of the Companies Act 1993 and complies with
Sections 62 and 64 of the Companies Act 1993.
20

21

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2021 Annual Meeting
The Annual Meeting of Infratil Limited will be held at the Public Trust Hall, 131 Lambton Quay, Wellington on Thursday,
19 August 2021 commencing at 2.30pm NZST. If you are unable to attend in person you will be able to attend online via the
Link Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/ift21. If you are attending online, you will
require your Holder Number, see above, for verification purposes. Please join the meeting queue 15 minutes prior to
commencement to verify your registration.
Voting
Subject to the voting restrictions (explained below) that apply in respect of each of Resolution 4 and Resolution 5, you are
entitled to one vote for every fully paid share in Infratil Limited that you hold as at 2:30pm NZST on Tuesday 17 August 2021
(being 48 hours prior to the start of the Annual Meeting).
Voting Restrictions that apply in respect of each of Resolution 4 and Resolution 5.
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom it is proposed to issue new Shares referred to in a resolution
under Listing Rule 4.2.1, and any associated person of that person, are disqualified from voting in favour of the resolution, but may
act as a proxy or voting representative for another person who is qualified to vote on the resolution, and in accordance with that
person’s express instructions.
Resolutions 4 and 5 relate to the issue of Shares to Morrison & Co. The related companies, direct or indirect shareholders, directors
and some employees of Morrison & Co (or its related companies) are associated persons of Morrison & Co. Accordingly, none of
Morrison & Co, its related companies, the direct or indirect shareholders, directors or any staff of Morrison & Co will vote their Shares
in respect of either of Resolutions 4 and 5, but may act as a proxy or voting representative for a person who is qualified to vote on
either of Resolutions 4 and 5, in accordance with that person’s express instructions.
How to Lodge your proxy:
Online: vote.linkmarketservices.com/IFT
Scan and email: meetings@linkmarketservices.com
Deliver: Infratil Limited, C/- Link Market Services,
Level 30, PwC Tower, 15 Customs Street West,
Auckland 1010, New Zealand.
Mail: Use the enclosed reply paid envelope or address to:
Infratil Limited, C/- Link Market Services Limited, PO Box
91976, Victoria Street West, Auckland 1142, New Zealand.
You will require your holder number and FIN (New Zealand
register) or your holder number and postcode (Australian
register) to complete your vote.
A shareholder will be taken to have signed the Proxy Form by
lodging it in accordance with the instructions on the website.
Scan this QR code with your smartphone and vote online
General Enquiries:
+64 9 375 5998
I
enquiries@linkmarketservices.com
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Proxy Form (for use if you are unable to attend the Annual Meeting)
Appointment of Proxy
1. If you do not propose to attend the Annual Meeting and wish to be represented by a proxy, please complete this form in
accordance with the Voting Instructions below and deliver it to Infratil Limited’s share registry, Link Market Services, by one
of the means noted above. Proxies must be received by Link Market Services no later than 2:30pm NZST on 17 August 2021.
You can still attend the meeting online, even if you have appointed a proxy, although you will not be able to vote if a proxy
has been appointed.
2. To lodge your proxy online, go to the Link Market Services website, as noted above, and follow the instructions. You will be
required to enter your holder number and FIN (New Zealand register) or postcode (Australian register) for security purposes.
A shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
3. A proxy cannot be appointed online if they are appointed under a power of attorney or similar authority. The online proxy
facility may also not be suitable for shareholders that wish to appoint two proxies with different voting directions.
4. If you wish, you may appoint the Chairperson of the Meeting to act as your proxy. To appoint the Chairperson of the Meeting,
enter “Chairperson of the Meeting” in the space allocated in “Step 1” of this form. Subject to note 5, the Chairperson of the
Meeting intends to vote proxies marked “Proxy Discretion” in favour of all Resolutions.
5. Please note that a Director, or an Associated Person of a Director, appointed as Proxy (including the Chairperson of the
Meeting), may not exercise a discretionary vote if they have an interest in the outcome of the resolution. In that case, your
vote on that resolution will be invalid unless you tick a box directing the proxy to vote for, against or to abstain.
6. If this Proxy Form is returned duly signed by a shareholder, with voting instructions included, but without specifying a person
to be appointed as Proxy, the Chairperson of the Meeting is deemed to be the Proxy for the purpose of that form to the extent
of the voting instructions as provided.
7. The Proxy is appointed only for this Annual Meeting or any adjournment of this Annual Meeting.
Signing Instructions
8. If a shareholder is an individual, this form must be signed by the shareholder or his or her duly authorised attorney.
9. If the shares are held by joint shareholders, at least one of the joint shareholders must sign this form (on behalf of all joint
shareholders). If the joint shareholders appoint different voting proxies, the vote of the proxy appointed by the first named joint
shareholder in the Infratil Limited share register will be counted.
10. If a shareholder is a trust, this form must be signed by at least one trustee, in accordance with the relevant trust deed, or by an
attorney for the trust.
11. If a shareholder is a company, this form must be signed by a duly authorised officer or attorney.
12. If this Proxy Form is signed by an attorney, a copy of the power of attorney under which it is signed and a signed certificate of
non-revocation of the power of attorney must accompany this Proxy Form when sent to Link Market Services Limited.
13. A shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes
each proxy is to represent, each proxy will be entitled to exercise half of the shareholder’s votes.
Step 1: Appoint a Proxy to Vote on your Behalf
I/We, being a shareholder of Infratil Limited, hereby appoint:
or failing him/her appoint
(full name of Proxy)* (full name of Proxy)*
as my/our proxy to exercise my/our vote, in accordance with my/our directions at the Annual Meeting of the Company to be held
on 19 August 2021, and at any adjournment of that Annual Meeting, and to vote on any resolutions to amend any of the resolutions,
on any resolution so amended, and on any other resolution proposed at the Annual Meeting (or any adjournment of that Annual
Meeting), so as to give effect to my/our intention as set out below, where possible.

* Please insert the name of a proxy. The Chairperson of the Meeting is prepared to act as proxy. If you wish to appoint the Chairperson of the Meeting, insert
“Chairperson of the Meeting” above.
Page 2

Step 2: Voting Instructions
Should the shareholder(s) wish to direct the proxy how to vote, these Voting Instructions must be completed. Any undirected votes in
respect of a resolution where the Chairperson of the Meeting is appointed as Proxy, will be voted in favour of the relevant resolution,
other than where he or she is prohibited from voting on that resolution.
If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution
on your behalf. If you tick the “Abstain” box for a particular resolution, you are directing your proxy NOT to vote on that resolution.
Resolutions:ForAgainstProxy
Discretion
Abstain
1
That Mark Tume be re-elected as a director of Infratil.
2
That Paul Gough be re-elected as a director of Infratil.
3
That Jason Boyes be elected as a director of Infratil.
4
That Infratil be authorised to issue to Morrison & Co Infrastructure Management Limited
(Morrison & Co), within the time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary shares in Infratil (Shares)
as is required to pay all or such portion of the third instalment of the 2020 Incentive Fee
(if payable) as the Board elects to pay by the issue of Shares (2020 Scrip Option), and
the Board be authorised to take all actions and enter into any agreements and other
documents on Infratil’s behalf that the Board considers necessary to complete the 2020
Scrip Option.
5
That Infratil be authorised to issue to Morrison & Co Infrastructure Management Limited
(Morrison & Co), within the time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary shares in Infratil (Shares) as
is required to pay all or such portion of the second instalment of the 2021 Incentive Fee
(if payable) as the Board elects to pay by the issue of Shares (2021 Scrip Option), and
the Board be authorised to take all actions and enter into any agreements and other
documents on Infratil’s behalf that the Board considers necessary to complete each of
the 2020 Scrip Option and the 2021 Scrip Option.
6
That the Board be authorised to fix the auditor’s remuneration.
Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask
questions during the Meeting. If you choose to participate in the Virtual Annual Meeting and would like to ask a question, you can
submit a question online by going to vote.linkmarketservices.com/IFT and completing the online validation process. You can also
submit questions via the online platform in advance of the meeting, by completing the same online validation process.
Shareholders can also submit written questions by completing the question section below and returning this form to Link Market
Services. Questions will need to be submitted by 2.30pm NZST on Tuesday 17 August 2021. The Board will address and answer
questions at the Annual Meeting.
Question:
Signature(s) of Shareholder(s)
Shareholder 1:
Shareholder 2: Shareholder 3:
Signed this
day of 2021
Daytime Contact Number: (
)
Proxy Form/Admission Card
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the Annual Meeting as the barcode is
required for registration.
Page 3