Infratil Limited/Announcement
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Infratil Full Year Results for the year ended 31 March 2022

Full Year Results18 May 2022IFTUtilities

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
19 May 2022


Full year results for the period ended 31 March 2022

Infratil produces record result, highlights significant investment

into high conviction sector platforms

Infratil Limited today announced a record net parent surplus of $1.17 billion for the year ended

31 March 2022 - the largest annual profit since Infratil’s establishment.

Proportionate EBITDAF of $513.9 million (before changes in the accounting treatment of SaaS

expenses) was delivered above the mid-point of guidance which was $500 million to $520 million.

Proportionate EBITDAF including the SaaS adjustment was $474.9 million, up 27.9% percent on the

previous year’s $371.2 million. The increase predominately reflects strong earnings growth from

Vodafone and an increased earnings contribution from Infratil’s new healthcare platform.

Infratil chief executive Jason Boyes said “the Tilt Renewables sale had delivered a significant gain of

over $1 billion to shareholders, but the year was most notable for the significant investment activity

across the portfolio, with proportionate capital expenditure and investment of over $1.4 billion. This

investment was spread across our key sectors - renewable energy, digital infrastructure and healthcare

- and also saw us enter new geographies, expanding our global footprint with new investments in the

United Kingdom (Kao Data) and Asia (Gurīn Energy).”

“Our strong result represents a series of past strategic decisions and execution over a number of years.

We now see significant future potential in the high-quality sector platforms we are developing across

the portfolio. Our investments in the healthcare sector are a great example, where during the year we

grew with the acquisition of three diagnostic imaging groups in New Zealand. These businesses now

sit alongside Australian based Qscan group, representing a material Australasian diagnostic imaging

platform.”

“Our healthcare portfolio is strategically compelling with strong synergy opportunities. The investment

outlook is very positive, benefitting from the long-term tailwinds of an ageing demographic and

increasing healthcare expenditure.”

“There was also considerable investment activity in our global renewables platform, as alongside the

need to rapidly decarbonise the global economy, energy security became an increasingly important

perspective in understanding renewable generation. Alongside our United States, European and

New Zealand platforms, we committed US$233 million to establish Gurīn Energy, a renewable energy

development platform headquartered in Singapore.”

Across these platforms Infratil invested almost $300 million during the year developing new renewables

projects. The majority of this was undertaken by Longroad Energy which completed the 200MW Sun

Streams 2 solar project in Arizona and the 331MW Prospero 2 solar project in Texas.

With rising global demand for connectivity, the last 12 months also saw an expansion of Infratil’s digital

infrastructure portfolio with the acquisition of 40% of London based data centre business Kao Data for

$217.9 million.

CDC Data Centres has made significant progress during the year on construction of four new data

centres, Auckland 1 & 2, Eastern Creek 4 and Hume 5. These will completed in the first half of FY2023,






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

increasing total built capacity by over 60% to 268MW, and with significant capacity already contracted

will drive immediate uplift in revenues. In addition to this, land was acquired in Melbourne during the

year that can accommodate 150MW of capacity, with development now underway.

These contributed to the increase in the valuation of Infratil’s investment in CDC to between A$2.8

billion to A$2.9 billion. Up over 30% from A$2.1 billion to A$2.3 billion at the same time last year.

Vodafone delivered a strong result, with improved trading and a disciplined approach to cost driving a

15.7% increase in EBITDAF. As the easing global pandemic allows for more international travel, the

business should also see a rebound in roaming revenues. It is continuing to drive efficiencies through

cost management initiatives and removing business complexity. Meanwhile, it signalled the possible

sale of its passive mobile tower infrastructure assets, the largest tower portfolio in New Zealand.

“Wellington Airport has come through another turbulent year, navigating numerous Covid-19 setting

changes. It is now focussed on the resumption of international travel and the ramp up of domestic

passengers and is continuing to take a cautious approach to capital deployment. We continue to see

long-term value in the asset.”

Infratil Chair Mark Tume, who yesterday announced he is stepping down from leading the Board at the

end of May, with current Board member Alison Gerry succeeding him as Chair, highlighted the financial

year’s excellent results, delivering returns to shareholders of 18.4% - continuing on years of strong

performance.

“Infratil’s after tax return since listing in March 1994 has been 18.7% per annum, and over the last ten

years the returns have averaged 21.6% per annum after tax.

“Our shareholder returns are a result of Infratil’s ability to position itself at the forefront of trends – with

Tilt Renewables a perfect example. While the realisation reflects exceptionally well in this year’s annual

result, it is testament to a clear strategy, careful planning and quality execution over the last 24 years.

It is a reminder that developing infrastructure in “idea that matters” is a slow and patient process but

can create significant value and deliver outsized returns.”

“I have great confidence that with Alison as Chair, and a very capable Board and management team,

Infratil will continue to deliver outstanding results for shareholders.”

Incoming chair Alison Gerry steps up to the role having been an independent director on Infratil’s Board

and Chair of the Audit and Risk Committee since 2014. She has had a governance career for the last

15 years and is also on the boards of ANZ Bank and Air New Zealand, Chair of Sharesies and Co-

founder of OnBeingBold.

Mr Boyes said that Infratil’s balance sheet remains strong, even after a busy 12 months of new

investments. Total available liquidity at 31 March was $1,672.6 million, including $773 million of cash.

“There is a significant pipeline of opportunities, both across our existing platforms and also as we

evaluate additional opportunities in key sectors and new geographies. We will apply a disciplined

approach to allocating capital when assessing potential investments to maintain our record of delivering

strong returns to shareholders in line with our ten-year total shareholder return target of 11-15%.”

As part of its full year results announcement Infratil has also declared a fully imputed final dividend of

12.0 cents per share, a 4.3% increase on the prior year.

Guidance for the year ended 31 March 2023 is for Proportionate EBITDAF of between $510 million to

$550 million, up 11.5% on FY2022 at the midpoint.







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

Investor briefing

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

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

The briefing will also be webcast live from https://infratil.com/for-investors/company-results/

Any enquiries should be directed to:

Mark Flesher, Investor Relations

mark.flesher@infratil.com

---

For the year ended 31 March 2022
Annual Results Announcement

Disclaimer
This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (Company).

To the maximum extent permitted by law, the Company, its affiliates and each of their respective affiliates, related bodies corporate, directors,

officers, partners, employees and agents will not be liable (whether in tort (including negligence) or otherwise) to you or any other person in

relation to this presentation.

Information

This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The

information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a

prospective investor may require in evaluating a possible investment in the Company or that would be required in a product disclosure

statement under the Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth).

This presentation should be read in conjunction with the Company’s Annual Report for the period ended 31 March 2022, market releases and

other periodic and continuous disclosure announcements, which are available at www.nzx.com, www.asx.com.au or infratil.com/for-investors/.

Not financial product advice

This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a recommendation to acquire the

Company’s securities and has been prepared without taking into accountthe objectives, financial situation or needs of prospective investors.

Future Performance

This presentation may contain certain “forward-looking statements” about the Company and the environment in which the Company operates,

such as indications of, and guidance on, future earnings, financial position and performance. Forward-looking information is inherently uncertain

and subject to contingencies outside of the Company’s control, and the Company gives no representation, warranty or assurancethat actual

outcomes or performance will not materially differ from the forward-looking statements.

Non-GAAP Financial Information

This presentation contains certain financial information and measures that are “non-GAAP financial information” under the FMA Guidance Note

on disclosing non-GAAP financial information, "non‐IFRS financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial

information’ published by the Australian Securities and Investments Commission (ASIC) and are not recognisedunder New Zealand equivalents

to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International Financial Reporting Standards

(IFRS). The non-IFRS/GAAP financial information and financial measures include Proportionate EBITDAF, EBITDAF and EBITDA. The non-

IFRS/GAAP financial information and financial measures do not have a standardisedmeaning prescribed by the NZ IFRS, AAS or IFRS, should not

be viewed in isolation and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or

IFRS, and therefore, may not be comparable to similarly titled measures presented by other entities. Although Infratil believes the non-IFRS/GAAP

financial information and financial measures provide useful information to users in measuring the financial performance and condition of Infratil,

you are cautioned not to place undue reliance on any non-IFRS/GAAP financial information or financial measures included in this presentation.

Further information on how Infratil calculates Proportionate EBITDAF can be found at Appendix II.

No part of this presentation may be reproduced or provided to any person or used for any other purpose without express permission.

2

Disclaimer

Infratil Annual Results Announcement 2022
3

Presenters

Jason Boyes Infratil CEO

Phillippa Harford Infratil CFO

Programme

▪Financial Highlights

▪Continuing to Evolve

▪Portfolio Overview

▪Operating Businesses

▪Financial Performance

▪FY2022 Final Dividend

▪FY2023 Guidance

▪Summary & Outlook

Infratil Results

Announcement

Investing
Wisely In Ideas

That Matter

FY2022dominated

by a number of

highly promising

new investment

opportunities and

strong results from

existing

investments

Infratil Annual Results Announcement 2022

4

Net parent surplus

$1,169.3m

Investment

Shareholder return

Proportionate EBITDAF

1,2

$513.9m

Available capital

Fully-imputed final dividend

12.0 cps

$1,412.9m

$1,672.0m

18.4%

1.Proportionate EBITDAF represents Infratil’s share of the consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative movements,

revaluations, gains or losses on the sales of investments, and excludes acquisition and sale related transaction costs and International Portfolio Incentive Fees.

2.Before changes in the accounting treatment of SaaS expenses

Continuing
to evolve

The Infratil logo is

made up of the

‘square symbol’. It

reflects our focus,

foresight and

ability to look for

opportunities to

invest wisely in

ideas that matter.

Infratil Annual Results Announcement 2022

5

An evolution

Annual Report

Infratil.com

Committed to sustainability

Global perspectives

Chair transition

Portfolio
Overview

High conviction

investment

approach

providing

exposure to four

significant

platforms and

geographic

diversification

Infratil Annual Results Announcement 2022

6

Digital

Infrastructure

62%

Renewables

17%

Healthcare

14%

Airports

7%

Operating Businesses

CDC Data Centres
CDC is poised to

bring significant

new capacity

online in Auckland,

Sydney and

Canberra

Infratil Annual Results Announcement 2022

Performance

▪EBITDAF for the period was A$161.2 million, A$13.9 million (9.5%) up from the prior year

▪Revenue growth was impacted by Covid-19 lockdowns, but on track to stepupin FY2023 as

customers take up capacity in existing data centres and new data centres come online

▪Weighted average lease term (including options) increased to 21.6 years (up from 14.4 years in the

prior year) reflecting demand for CDC’sdifferentiated high security facilities

▪Independent valuation of Infratil’sshare valued at A$2.78 to A$3.0 billion, up 31.3% at the midpoint

on 31 March 2021, and 4.8% up on 31 December 2021

Outlook

▪Land acquired in Melbourne during the year can accommodate 150MW of built capacity, enabling

CDC to further expand its ecosystem; additional parcels of land have also been acquired in Auckland

and Canberra

▪Construction on four new data centres, Auckland 1 & 2, Eastern Creek 4 and Hume 5, will complete

in the first half of FY2023, increasing total built capacity by over 60% to 268MW; significant new

capacity already contracted which will drive an uplift in revenue

▪FY2023 forecast EBITDAF of A$220 million -A$230 million, up 40% at the mid-point

8

Digital InfrastructureRenewablesAirportsHealthcare

Vodafone
Benefitting from a

disciplined

approach to both

costs and

operating model

Infratil Annual Results Announcement 2022

Performance

▪EBITDAF was $481.0 million including the SaaS IFRIC clarification adjustment of $29.8 million and

$7.2 million of costs incurred in relation to the potential passive mobile towers sale

▪Excluding these amounts, EBITDAF of $518.0 million was a $70.1 million (15.7%) increase on the prior

year, with improved trading and a disciplined approach to cost driving the strong result

▪Total revenue of $1,967.4 million was up 0.7% as mobile revenue grew; driven by customer experience

and network improvements. March represented the highest ever pay-monthly base

▪Fixed market continues to be challenging with new entrants testing retail price points; however, key

metrics have stabilised

▪Growth in enterprise revenue continues, driven by ICT and partnering strategy

▪Capital expenditure excluding spectrum of $291.4 million (14.8% of revenue) was focused on

expanding 4G and 5G networks, system separation from Vodafone Group and digital transformation

▪Independent valuation of Infratil’s share on $1.54 billion -$1.80 billion, reinforcing the exceptional

performance of this investment

Outlook

▪Passive mobile towers sale is progressing, with a further update expected before half year

▪FY2023 EBITDAF including SaaS expenses is forecast to be in the range of $490 million -$520 million;

On a like for like basis this represents an increase of 5% on the current year

9

Digital InfrastructureRenewablesAirportsHealthcare

Manawa
Energy

Transition to a

standalone

renewable

generation

business complete

Infratil Annual Results Announcement 2022

Performance

▪EBITDAF of $204.2 million, up from $200.2 million in the prior year

▪Adjusted EBITDAF

1

for the period was $164.4 million, a $7.7 million increase on the prior year

▪Generation production volumes across both the North and South Islands were 1,760GWh –an

increase of 3% on last year; inflows were up on FY2021’s record low, although they remained

materially lower than average

▪Successful separation and sale of the Trustpower Mass Market Retail business for $467 million

Outlook

▪Stand alone Manawa Energy business will be focused on growth though the development of new

renewable generation assets –primarily wind and solar, as well as optimising and enhancing

existing generation assets

▪Enhancement uplifts to existing generation assets currently on track to deliver more than 67GWh

per year of additional generation

▪Over 30 new solar and wind developments under active consideration, including four solar

projects in the feasibility stage

10

Digital InfrastructureRenewablesAirportsHealthcare

1.Adjusted EBITDAF is from continuing operations (therefore excludes Retail operations) and also excludes $4.2 million of costsin

relation to the establishment of Manawa Energy

Longroad
Energy

Strategic shift

away from

develop-to-sell

model towards

develop-to-own

will build scale and

enhance

competitive

position

Infratil Annual Results Announcement 2022

Performance

▪EBITDAF for the period was US$34.9 million, a US$29.7 million increase from the prior year; increased

earnings were driven by the growing operating base as projects are retained

▪Commercial operation reached on two projects, adding 530MW to the operating portfolio;

Sun Streams 2 (200MW) and Prospero 2 (331MW, 50% owned)

▪Higher pricing for renewable energy is expected to maintain the economics of developments,

offsetting supply chain impacts and cost pressures –high quality team required to executewell in

this environment

Outlook

▪Over the next three years Longroad is targeting 4.5GW of new generation and storage.On track to

deliver 1.3GW's of new projects this year, with offtake contracted for all but one of these, which is

under negotiation

▪Developing 3.2GW's of specific projects for CY2023 and 2024 to meet that three-year target; actively

negotiating offtake arrangements for half of these projects already

▪This strategic shift will require around US$5 billion in investment, ~US$500million of equity

▪Longroad has initiated a process to assess new minority investor(s) to give Longroad further

flexibility and strategic options in the future as this scale builds –further update expected before the

half year also

11

Digital InfrastructureRenewablesAirportsHealthcare

Global Renewables
Platform

Investment in early

stage renewables

businesses

positions Infratil

well for taking

advantage of the

global shift

towards renewable

energy

Infratil Annual Results Announcement 2022

A Global Platform

▪Infratil has consolidated its position as a global player in renewable energy generation and supply

▪Galileo Green Energy, and more recently GurīnEnergy have been established to follow a similar path

to Longroad Energy, developing Renewables in Europe and Asia respectively

▪Unsustainable levels of carbon emissions requiring the rapid development of renewable energy as

well as challenges to global energy security are creating an unprecedented investment opportunity

Development pipeline

▪Over the last year Galileo doubled its development pipeline to over 3.4GW across three technologies;

solar PV, onshore wind and battery storage

▪Galileo’s growth plan foresees a ramp-up to 300MW to 500MW of investable new projects per year –

first 30MW's due to reach "ready to build" in Italy this year

▪In a short period GurīnEnergy has established a pipeline of 3.9GW across Asia

▪Across its four assets Infratil has established a genuinely global footprint with activity across

26 markets and a total development pipeline of over 20GW

▪We expect to invest more in this sector over time, capitalising on our early start, both through our

existing businesses and new ones we expect to establish in the future

12

Digital InfrastructureRenewablesAirportsHealthcare

Wellington
Airport

Wellington Airport

has remained

resilient, despite

minimal

international traffic

and Covid-19

continuing to

impact domestic

passenger

volumes

Infratil Annual Results Announcement 2022

Performance

▪EBITDAF for the year was $56.8 million, up $20.8 million on the prior year

▪Passenger numbers were up 18.9% fromthe prior year, with3.5 million domestic passengers and

49,000 international passengers during the short window in which the trans-Tasman bubble

operated

▪Continued discipline in capital management and a focus on retaining the cost savings achieved in

the prior year alsocontributed to the result

▪Bank debt facilities fully refinanced, including anextension ofmaturities to 2025 and 2026 and a

reduction in overall bank facilities to pre-Covid levels of $100 million

Outlook

▪Qantas and Jetstar will shortly resume trans-Tasman routes and the airport is anticipating that

65% of pre-Covid international capacity will be operating by the end of July 2022

▪Significant capital projects in FY2023 include continuation of the Taxiway Bravo reconstruction

and work on environmental resilience projects

▪FY2023 forecast EBITDAF of NZ$65 million -NZ$70 million is driven by recovering passenger

numbers as New Zealand restrictions lift, and borders are reopened

13

Digital InfrastructureRenewablesAirportsHealthcare

Diagnostic
Imaging Platform

Infratil’s strategic

vision is to be

Australasia’s

leading provider of

radiology services,

meeting the needs

of a growing and

ageing population

Infratil Annual Results Announcement 2022

Performance

▪FY2022 EBITDAF for the diagnostic imaging platform was $125.5 million, representing a full year

contribution from Qscanand a part year from the New Zealand Group

▪Covid-19 disruption continued in both New Zealand and Australia, resulting in service restrictions

andreduced patient volumes, withQscanalso impacted by the recent flooding in Australia

▪Following the acquisition of Pacific Radiology in May 2021, Infratil has also partnered with Auckland

Radiology and Bay Radiology; creating New Zealand’s leading diagnostic imaging platform

▪Six new clinics were opened during the year; three in New Zealand and three in Australia

Outlook

▪The combined platform now employs over 270 radiologists, across 148 stand alone clinics

▪Organic synergies are already presenting across the platform, while a number ofjoint initiatives across

procurement, artificial intelligence, IT systems and teleradiology are being actively considered

▪The platform looks set for continued growth with the gradual return of volumes as the impact of

Covid-19 tapers, and further clinics are opened

▪FY2023 forecast EBITDAF of NZ$190 million -NZ$205 million driven by recovering volumes, new clinics

and a full year contribution from the New Zealand group

Digital InfrastructureRenewablesAirportsHealthcare

14

RetireAustralia
Record year of

performance as

refreshed strategy

drives resales and

new developments

are completed

Infratil Annual Results Announcement 2022

Performance

▪Underlying Profit

1

of A$56.5 million, up A$26.3 million (86.8%) from the prior year

▪Total sales of 568 villas/apartments, comprising 489 resales, an increase of 51.4% over prior year,

and 76 new sales in the year, 280% up on prior year

▪15 of its 27 villages are now operating waitlists and overall village occupancy has increased to

~95% compared to the Australian industry average of 90%

▪Despite the challenges caused by Covid-19, resident satisfaction remained stable and positive,

with 88% of residents saying they are satisfied or very satisfied with life in their village

Outlook

▪RetireAustralia is continuing to progress its near-term development pipeline, with 331 units and

22 care hub beds split across several locations at various stages of the approval process

▪Infratil, along with its partner New Zealand Superannuation Fund, have announced a strategic

review of their shareholdings in RetireAustralia, which is expected to be concluded by the end of

the calendar year

1.Underlying Profit is an unaudited non-GAAP measure used by RetireAustralia which removes the impact of unrealised fair value

movements on investment properties, impairment of property, plant and equipment, one-off gains and deferred taxation, while

adding back realised resale gains and realised development margins

Digital InfrastructureRenewablesAirportsHealthcare

15

Financial Performance

Infratil Annual Results Announcement 2022
Financial Overview

▪Record net parent surplusof $1.17 billion driven by the completion of the Tilt Renewables sale

▪Proportionate EBITDAF$513.9 million (excluding’Software as a Service’ (‘SaaS’) expenseof

$14.8 million and including Trustpower Retail of $24.8 million), above the mid-point of the guidance

range of $500 million to $520 million

▪Proportionate EBITDAF from continuing operationsof $474.9 million, up $103.6 million

▪Accrued annual incentive fee of $99.7 million; largely reflecting the 30% uplift in value of CDC

▪Capital deployment of over $1.4 billion, including theacquisition of our New Zealand-based

Diagnostic Imaging group ($408.8 million), a 40% stake in Kao Data ($217.9 million) and significant

capital expenditure at CDC Data Centres($259.9 million) and Longroad Energy ($246.5 million)

▪Total available liquidityof $1,672.6 million available to fund growth; includes $899.6 millionof

corporate facilities, fully refinanced and extended in October 2021, and cash of $773.0 million

▪Total cash dividends of 18.5 cps for the year, an increase of 4.2% from the prior year

(11.7% increase including imputation credits)

▪Total shareholder returns of 18.4%; above the target range of 11% to 15%

Investing Wisely In

Ideas That Matter

FY2022dominated

by a number of

highly promising

new investment

opportunities and

strong results from

existing

investments

17

International
Portfolio

Incentive Fees

Performance fees

largely from the

realisation of

Tilt Renewables

and the valuation

uplift in

CDC Data Centres

Infratil Annual Results Announcement 2022

▪CDC Data Centres independent valuation valued Infratil’s investment at A$2,780 million -A$2,996 million

▪RetireAustralia independent valuation valued Infratil’s investment at A$363.1 million -A$433.1 million

▪Longroad independent valuation valued Infratil’s investment at US$158.6 million

▪The FY2022 annual incentive fee is payable in three annual tranches, with payment of the second and third

tranche being subject to the total value of the assets being maintained at the relevant date

▪Galileo Green Energy was assessed for its initial incentive fee on 31 March 2022, based on the independent

valuation there is no initial incentive fee payable

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

2.IRR is calculated in NZD after incentive fees and calculated as at 31 March 2022.

3.No incentivefees are paid in relation to New Zealand assets, as defined in the Management Agreement.

31 March ($millions)FY2021CapitalDistributionsHurdle

1

ValuationIncentive FeeIRR

2

Annual Incentive Fee

CDC Data Centres$2,401.4 ($17.3)$13.5 ($288.3)$3,117.3 $84.8 37.9%

Longroad Energy$136.2 ($15.4)$10.6 ($16.0)$227.4 $14.1 32.8%

RetireAustralia$361.0 --($43.3)$408.8 $0.9 4.0%

$2,898.6 ($32.8)$24.1 ($347.6)$3,753.5 $99.7

Reaslised Incentive Fee

Tilt Renewables$1,317.5 -$22.3 ($53.7)$1,959.2 $122.1 35.2%

ASIP$45.6 --($1.7)$44.3 ($0.6)10.5%

$1,363.0 -$22.3 ($55.4)$2,003.5 $121.5

Initial Incentive Fee

Galileo Green Energy-($28.2)-($3.2)$26.1 ($1.0)(7.7%)

18

Dividend
FY2022 final

dividend of

12.0 cps, increased

by 4% from the

prior year

Infratil Annual Results Announcement 2022

Final Ordinary Dividend

▪A final dividend of 12 cps, up 4% on the prior year, fully imputed, with a record date of 1 June 2022

▪Dividend outlook is for continued modest cps growth, primarily reflecting the cashflows from

CDC Data Centres, Vodafone and our Diagnostic Imaging platform

▪The dividend reinvestment plan will not be activated for this dividend

Ordinary Dividend per Share Profile

0

5

10

15

20

2013201420152016201720182019202020212022

InterimFinal

19

Debt Capacity &
Facilities

With cash on hand

and undrawn bank

facilities, Infratil

has a strong

balance sheet for

further investment

Infratil Annual Results Announcement 2022

▪Upon completion of the Tilt Renewables’

disposal, Infratil fully repaid its drawn bank

debt facilities and has net cash of $773 million

at 31 March 2022

▪Infratil fully refinanced all of its bank facilities

in October 2021, improving terms and

extending maturities out to a maximum of

31 July 2026

▪31 March gearing of 9.4%, significantly below

the target range of 30%

▪Post 31 March 2022 ~$270 million will be

applied to the payment of performance fees

▪Infratil's next two bond maturities are $93.7

million of IFT190 bonds in June 2022 and

$100.0 million of IFT240 bonds in December

2022

1.Gearing calculated as total net debt / total capital based on the Infratil share price at 31 March 2022.

2.Infratilwholly owned undrawn bank facilties. Includes Core debt facilities and Term Loan debt facilities only.

Debt Maturity Profile as at 31

st

March 2022 (NZ$ million)

2

194

122

156

164

156

102

146

123

232

40

391

279

190

-

100

200

300

400

500

600

FY23FY24FY25FY26FY27FY28FY29FY30Perpetuals

Millions

BondsUndrawn Bank Debt

31 March ($millions)20222021

Net bank debt/(cash)($773.0)$328.2

Infratil Infrastructure bonds$1,163.7$1,155.2

Infratil Perpetual bonds$231.9$231.9

Total net debt$622.6$1,715.3

Market value of equity$5,972.9$5,154.7

Total capital$6,595.3$6,870.0

Gearing

1

9.4%25.0%

Undrawn bank facilties

2

$899.6$353.0

100% subsidiaries cash$773.0$13.8

Liquidity available$1,672.6$366.8

20

Infrastructure
Bond Offer

Infratil is

considering

making an offer of

8-year unsecured,

unsubordinated,

re-setting fixed

rate bonds to

New Zealand

institutional and

retail investors

Infratil Annual Results Announcement 2022

Infrastructure Bond Offer

▪Infratil Limited is considering making an offer of 8-year unsecured, unsubordinated, re-setting fixed

rate bonds (Bonds) to New Zealand institutional and retail investors

▪It is expected that the interest rate on the Bonds will be fixed for the first four years and then reset in

June 2026 for a further period of four years

▪The offer will likely comprise two separate parts:

▪A “Firm Offer” expected to open on 26 May 2022, which will be available to clients of the Joint

Lead Managers, approved financial intermediaries and other primary market participants invited

to participate in the bookbuild. The Firm Offer is expected to close on 2 June 2022, followed by a

bookbuild process to set the interest rate on the Bonds

▪An “Exchange Offer” expected to open on 3 June 2022 (immediately following the Firm Offer),

under which all New Zealand resident holders of the IFT190 bonds that mature on 15 June 2022

will have the opportunity to exchange some or all oftheir maturing bonds for Bonds

▪Investors can register their interest in the offer by contacting a Joint Lead Manager or their usual

financial adviser. Indications of interest will not constitute an obligation or commitment of any kind

▪No money is currently being sought and applications for the Bonds cannot currently be made. If

Infratil offers the Bonds, the offer will be made in accordance with the Financial Markets Conduct Act

2013 as an offer of debt securities of the same class as existing quoted debt securities. The Bonds are

expected to be quoted on the NZX Debt Market

21

FY2023 Guidance
Proportionate

EBITDAF in the

range of

$510 -$550

million, which at

the midpoint is up

11.6% on a like for

like basis

Infratil Annual Results Announcement 2022

FY2023 Guidance

▪FY2023 Proportionate EBITDAF guidance range set at $510 million –$550 million

▪Key guidance assumptions include:

▪CDC Data Centres EBITDAF of A$220 million -A$230 million (Infratil’s share 48.1%)

▪Vodafone EBITDAF of $490 million -$520 million (Infratil’s share 49.9%)

▪Manawa Energy EBITDAF of $137 million –$156 million (Infratil’s share 51.0%)

▪Diagnostic Imaging EBITDAF of $190 million -$205 million (Infratil’s share 50.5% -56.3%)

▪Forecast AUD/NZD 0.9247, USD/NZD 0.6878, EUR/NZD 0.6203, and GBP/NZD 0.5249

▪Guidance is based on Infratil management’s current expectations and assumptions about the trading

performance, is subject to risks and uncertainties, and dependent on prevailing market conditions

continuing throughout the outlook period

▪Guidance is based on Infratil’s continuing operations and assumes no major changes in the

composition of the Infratil investment portfolio. It excludes the impact of any potential Vodafone

towers transaction, the strategic review ofRetireAustralia and one month of Manawa Retail

▪Trading performance and market conditions can and will change, which may materially affect the

guidance set out above

22

At Infratil, we
believe that

Infrastructure

underpins the

abilities of

communities to

grow, society to

function and

economies to

thrive

Infratil Annual Results Announcement 2022

23

Summary & Outlook

Appendices
For the year ended 31 March 2022

Annual Results Announcement

Share Price
Performance

Infratil continues

its track record of

outstanding

returns

Infratil Annual Results Announcement 202225

Accumulation Return

1

PeriodTSR

1 Year18.4%

5 Year28.0%

10 Year21.6%

Inception –28 years18.7%

APPENDIX ONE

6.50

6.70

6.90

7.10

7.30

7.50

7.70

7.90

8.10

8.30

8.50

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

Infratil Share Price

1.Accumulation returns are to 31 March 2022 based on a closing share price of $8.25, the calculation assumes that shareholders reinvest

dividends on the day they are earned, and participates in any rights offerings.

▪Operating revenue reflects a full year of Qscan
Group, a part year of Pacific Radiology Group

and increased earnings from Vodafone and

RetireAustralia

▪Incentive fees largely from the sale of

Tilt Renewables and a 30% increase in the

valuation of CDC Data Centres

▪Increase in depreciation & amortisation and net

interest primarilydue to the addition of

Qscan Group and the Pacific Radiology Group

▪Increased tax expense is largely due to

Manawa Energy derivative movements and the

addition of Qscan Group and the Pacific

Radiology Group, partially offset by Corporate

▪Realisations and revaluations reflect positive

movements in electricity derivatives and

property valuation uplifts at Wellington Airport

and Infratil Infrastructure Property, partially

offset by interest rate swap movements

▪Discontinued operations relate to

Tilt Renewables and Trustpower’s Retail

business, and includes the $1,136.8 million gain

on the sale of Tilt Renewables

Infratil Annual Results Announcement 2022

26

1.Discontinued operations represent businesses that have been divested, or

businesses which will be recovered principally through a sale transaction

rather than through continuing use

31 March ($millions)20222021

Operating revenue$1,129.1 $590.8

Operating expenses($610.7)($257.1)

Operating earnings$518.4 $333.7

International Portfolio incentive fees($221.2)($223.1)

Depreciation & amortisation($91.4)($60.4)

Net interest($159.5)($137.2)

Tax expense($22.6)$9.7

Realisations and revaluations$82.2 ($24.6)

Net surplus/(loss) continuing$105.9 ($101.9)

Discontinued operations

1

$1,125.8 $85.9

Net profit after tax$1,231.7 ($16.0)

Minority earnings($62.4)($33.2)

Net parent surplus$1,169.3($49.2)

Financial Summary

Record net parent

surplus of

$1.17 billion driven

by the completion

of the Tilt

Renewables sale

APPENDIX TWO

▪CDC uplift from take-up of capacity in existing
data centres

▪Vodafone is continuing to benefit from cost-

outs and efficiency gains

▪Wellington Airport saw traffic recovery for a

period, before Covid restrictions reversed that

trend

▪Longroad uplift reflects the commissioning of

material solar projects and full year contributions

from El Campo, Little Bear, and Prospero I

▪Full year contribution from Qscan Group and a

part year from the Pacific Radiology Group

▪Corporate expenses reflect increased

management fees driven by Infratil share price

appreciation and higher other corporate costs

▪‘Software as a Service’ relates to the recent IFRIC

change in accounting treatment (from being a

depreciable asset to an expense item)

Infratil Annual Results Announcement 2022

27

31 March ($millions)20222021

CDC Data Centres$82.2 $75.8

Vodafone$243.8 $217.9

Kao Data($1.5)-

Manawa Energy$83.9 $79.9

Longroad Energy$15.1 $0.1

Galileo Green Energy($5.4)($3.6)

GurīnEnergy($6.0)-

Diagnostic Imaging$66.8 $11.0

RetireAustralia$16.9 $10.4

Wellington Airport$37.3 $23.7

Corporate & other($58.2)($44.1)

Proportionate EBITDAF

1

$474.9$371.2

Trustpower Retail$24.2$22.2

Software-as-a-Service expense$14.8$5.5

Adjusted EBITDAF$513.9$398.9

Proportionate

EBITDAF

EBITDAF uplift

reflects continued

resilience across

the portfolio and

uplifts from

Diagnostic

Imaging

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

financialderivativemovements,revaluations,gainsorlossesonthesalesofinvestments,andexcludesacquisitionorsalerelated

transactioncostsandtheimpactofInternationalPortfolioIncentiveFees.CDCEBITDAFexcludesRMSpaymentstomanagement

shareholders.Accruedpaymentsunderthisschemeareincludedinnetexternaldebt.

APPENDIX THREE

Capital Expenditure
& Investment

Significant new

investment into

Infratil’s high

conviction

platforms will see

Infratil well placed

to take advantage

of growth in these

segments

Infratil Annual Results Announcement 202228

1.The table shows Infratil’s share of the investment spending of investee companies. In a period where Infratil acquires a new

investment, the consideration paid is shown as the investment for that period. Subsequently, capital expenditure of the investee

company would be presented.

▪CDC Data Centres’ ongoing construction of H5,

EC4, AKL1 and AKL2 totalling 104MW

▪Vodafone ICT capability growth and continued

expansion of 4G and 5G into the regions. In the

year 5G was introduced to

Manawatu/Whanganui and the Bay of Plenty

▪Growth capital projects suspended at

Wellington Airport, however, safety and

resilience capital works are tracking well

▪After pausing development for a period last

year, RetireAustralia now has construction

underway at four sites

▪Longroad Energy completed construction of

530MW of solar projects in the period in

Arizona and Texas, and started construction on

26MW in Maine

▪Acquisition of stakes in Pacific Radiology,

Auckland Radiology, Bay Radiology, and

Kao Data, and initial investment into Gurīn

Energy in the period

31 March ($millions)20222021

CDC Data Centres$259.9 $119.3

Vodafone$177.9 $120.9

Manawa Energy$23.6 $18.6

Tilt Renewables-$247.3

Longroad Energy$246.5 $325.9

Qscan Group$13.8 -

RetireAustralia$26.1 $29.8

Wellington Airport$11.7 $23.1

Other-$12.5

Capital Expenditure$759.5$897.4

Kao Data$217.9 -

Gurīn Energy$8.3 -

Pacific Radiology Group$408.8 -

Qscan Group-$309.6

Galileo$13.8$11.8

Clearvision$4.6$11.0

Infratil Investments$653.4 $345.4

Total Capex & Investment$1,412.9 $1,229.8

APPENDIX FOUR

NPAT to
Proportionate

EBITDAF

Infratil Annual Results Announcement 202229

31 March 2022 ($millions)20222021

Net profit after tax (‘NPAT’)1,231.7

(16.0)

Less: Associates

1

equity accounted earnings(268.5)

(182.6)

Plus: Associates

1

proportionate EBITDAF347.4

300.5

Less: minority share of Subsidiary

2

EBITDAF(158.0)

(97.5)

Plus:share of acquisition or sale-related transaction costs35.5

16.9

Net loss/(gain) on foreign exchange and derivatives(68.0)

56.4

Net realisations, revaluations and impairments(14.2)

(31.8)

Discontinued operations(1,125.8)

(85.9)

Underlying earnings(20.0)

(39.9)

Plus: Depreciation & amortization91.4

60.4

Plus: Net interest159.5

137.2

Plus: Tax22.6

(9.7)

Plus: International Portfolio Incentive fee221.2

223.1

Proportionate EBITDAF

474.9371.2

Add: Trustpower Retail Proportionate EBITDAF24.222.2

Add:Software-as-a-Service expense$14.8$5.5

Adjusted EBITDAF

513.9398.9

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

Green Energy.

2.Subsidiaries include Infratil’s investments in Manawa Energy, Qscan Group, Pacific Radiology Group, Wellington Airport and Gurīn

Energy.

APPENDIX FIVE

Proportionate EBITDAF is an

unaudited non-GAAP (‘Generally

Accepted Accounting Principles’)

measure of financial

performance, presented to

provide additional insight into

management’s view of the

underlying business

performance.

Specifically, in the context of

operating businesses,

Proportionate EBITDAF provides

a metric that can be used to

report on the operations of the

business (as distinct from

investing and other valuation

movements).

Movements in
Wholly Owned

Group Net Bank Debt

The Wholly Owned Group

comprises Infratil and its wholly-

owned subsidiaries and excludes

Manawa Energy, Tilt Renewables,

Wellington Airport, Qscan

Group, Pacific Radiology Group,

GurīnEnergy, CDC Data Centres,

Vodafone NZ, RetireAustralia,

Longroad Energy, Kao Data and

Galileo Green Energy

Wholly Owned Net Bank Debt

comprises the drawn bank

facilities (net of cash on hand) of

Infratil’s wholly owned

subsidiaries

Infratil Annual Results Announcement 202230

31 March 2022 ($millions)

Opening Wholly Owned Net Bank Debt –1 April 2021(328.2)

Manawa Energy dividends56.7

Tilt Renewables special dividend16.1

Clearvision dividends1.7

Vodafone NZ distributions and shareholder loan interest payments37.2

CDC distributions and shareholder loan interest payments13.4

Longroad Energy distributions and capital return54.0

Annual Incentive Fee (FY2020 Second and FY2021 First Instalment)(116.2)

Net interest(61.2)

Other operating cashflows(68.4)

Sale of Tilt Renewables1,959.3

Sale of ASIP44.8

Receipt of NZ Bus depot contingent consideration16.1

IFT FY2021 Final dividend & FY 2022 Interim dividend(121.8)

IFT220 bond maturity(93.9)

IFT310 bond issue101.2

Pacific Radiology investment(408.8)

Kao Data investment (217.9)

Other investing and financing cashflows(111.1)

Closing Wholly Owned Net Bank Debt/(Cash)773.0

Longroad Energy(58.7)

CDC Data Centres(17.4)

GurīnEnergy(8.3)

Galileo Green Energy(13.8)

Other(12.9)

Net other investment & financing cashflows(111.1)

APPENDIX SIX

---

1
Annual Report 2022

Investing wisely

in ideas that matter

1
1

Infratil

Annual Report

2022

Contents

Portfolio Overview4

Financial Highlights5

Directors6

Report of the Board Chair8

Report of the Chief Executive12

Management16

Sustainability Strategy20

Tackling the Threat of Climate Change 22

Financial Trends and Performance 26

Shareholder Returns and Ownership32

Bondholders 33

Infratil’s Businesses

Renewable Energy38

Digital Infrastructure52

Healthcare68

Airports76

Financial Statements81

Corporate Governance147

Directory 163

23
We believe that infrastructure

underpins the abilities of

communities to grow, society to

function and economies to thrive.

We anticipate the systems and assets needed to

connect people to places, sustainable resources and

the services of modern life.

We use our proven judgement and experience to invest

in bold infrastructure that will stimulate sectors,

invigorate communities and reward our investors over

the longer-term. This purpose speaks to our foresight to

look for opportunities to shift the present.

Evolution of our symbol

The Infratil logo is made up of the

‘square symbol’. It reflects our

focus, foresight and ability to

look for opportunities to invest

wisely in ideas that matter.

It is an evolution of our original

network symbol, simplifying


it down for longevity to four

vibrant colours.

The framing symbolises Infratil’s

ability to focus on ideas that are

the building blocks of modern

societies.

45
Portfolio

Overview

Financial

Highlights

Airports

Our assets

Our assets represent

a unqiue portfolio of

high conviction positions,

diversified by geography,

across four growth sectors.

Net parent surplus

$1,169.3

million

Proportionate capital

expenditure 2

$1,412.9

million

Cash dividend declared

12.00cps

4.67 cps imputation


Share price

$8.25

Market capitalisation

$6.0

billion

Proportionate EBITDAF 1

$ 474 . 9

million

Net debt 3

$622.6

million

Shareholder returns 4

$18.4%p.a.

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

operating gains or losses on the sales of investments and assets. EBITDAF does not have a standardised meaning and should not be viewed in isolation, nor considered a

substitute for measures reported in accordance with NZ IFRS, as it may not be comparable to similar financial information presented by other entities. Proportionate

EBITDAF shows Infratil’s operating costs and its share of the EBITDAF of the companies it has invested in. It excludes discontinued operations, acquisition or sale-related

transaction costs and management incentive fees. A reconciliation of net profit after tax to Proportionate EBITDAF is provided in the 31 March 2022 annual results

presentation.

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

3 Infratil parent and 100% subsidiaries.

4 Shareholder returns are one-year returns assuming that Dividends are invested on date of payment.

CLEARVISION

Renewable EnergyDigital InfrastructureHealthcare

67
Directors

Infratil’s shareholders elect

directors for three-year terms to

look after their interests. Directors

are expected to:

• Maintain a dialogue with shareholders,

to understand concerns and priorities.

• Participate in the formation and

evolution of the Company’s strategy.

• Ensure effective articulation to external

stakeholders of strategy, goals, risks

and performance, including with regard

to environmental, social and

governance metrics.

• Monitor strategy implementation,

financial performance, risks and legal

compliance.

• Maintain awareness of relevant societal

and market developments and provide

diversity of perspective and knowledge

relevant to the Company.

• Monitor the performance of Infratil’s

manager H.R.L. Morrison & Co.

Morrison & Co is a specialist manager

of infrastructure investments and

performs this role for Infratil under an

investment management agreement.

Infratil benefits from having a

management team with great breadth

and depth of skills, however the Board

must be vigilant about potential

conflicts of interest and satisfied that

the cost is reasonable relative to the

alternative.

Further commentary on the Board is set

out on pages 147 - 152 of this report.

Mark Tume

Mark joined the Infratil board as an

independent director in 2007 and was

appointed Chair in 2013. Mark is Chair of

the Nomination & Remuneration, and

Management Engagement committees.

“I maintain ties with Infratil’s many

stakeholders and ensure that directors are

delivering on their responsibilities. My

experience in finance and from serving on

a number of boards gives me an

appreciation of the issues faced by Infratil

and its businesses.“

Jason Boyes

Jason is Chief Executive of Infratil and

joined the board in April 2021.

“As Chief Executive I am responsible for

working with board and management on

shaping Infratil’s strategies and goals, and

for ensuring that management delivers

accordingly. Management has to identify

opportunities, ensure that Infratil’s

businesses are performing to their

potential, and ensure that risks are

monitored, managed and are within

acceptable and agreed parameters.”

Alison Gerry

Alison joined the Infratil board as an

independent director in July 2014. Alison is

Chair of the Audit & Risk committee, and a

member of the Nomination &

Remuneration, and Management

Engagement committees.

“My experience in finance and risk

management helps me appreciate

Infratil’s strategic opportunities and

threats from financial markets,

technology, regulation and the natural

environment. Executing strategy is about

allocating capital and about developing a

culture which reflects the value we place

on people, customers, and communities.”

Paul Gough

Paul joined the Infratil board as an

independent director in December 2012.

Paul is a member of the Nomination &

Remuneration and Management

Engagement committees.

“As a Kiwi who works in London, I’m very

aware of how global events impact


New Zealand and Australia. In London

I manage investments in similar fields to

Infratil’s, but often with more development

risk. Achieving the best outcome requires

the best from people. The focus on

performance and people is consistent

with what I see at Infratil.”

Kirsty Mactaggart

Kirsty joined the Infratil board as an

independent director in March 2019.


Kirsty is a member of the Audit & Risk and

Management Engagement committees.

“I have over 25 years of financial market

experience across multiple countries and

sectors. My transactional experience as a

banker, and governance focus as an

investor, are applied to ensure the

manager delivers for all Infratil

stakeholders.”

Peter Springford

Peter joined the Infratil board as an

independent director in November 2016.

Peter is a member of the Management

Engagement committee.

“Having led a major industrial company

based in New Zealand and Australia,

businesses in Asia, and been chair or

director of companies operating

internationally, I recognise that a key

ingredient of successful investment is

having the right people who provide

diversity of experience and perspective.

This is a challenging investment

environment, but there are good

opportunities available to Infratil because

of its capabilities and access to capital.”

89
Report of the

Board Chair

Mark Tume

Infratil’s 2022 financial year was

dominated by excellent results and

a number of highly promising new

investment opportunities,

delivering returns to shareholders

of 18.4%. These were achieved

despite an increasingly volatile

world with the ongoing pandemic,

rising economic pressures,

continuing climate volatility, and -

who would have thought - war in

Europe.

In recent months, capital markets have

been adjusting to multiple economic,

political and social challenges. But as

unpredictable as the world currently is,

recent events in no way reduces the high

conviction we have in Infratil’s long-term

investment strategy. If anything, the

turmoil and disruption reinforces our


belief in continuing global demand for

infrastructure.

The world is trending to a more nationalist

setting as states shift away from the

interdependence that dominated since

the late-1980s. Globalisation seems to

have peaked as countries look to join

like-minded blocs not dissimilar to the

Cold War divisions. Individual states are

reviewing their own infrastructure with a

view to protecting themselves from an

over reliance on others. Nowhere is this

more palpable than watching Western

Europe moving to decouple from its

reliance on Russian oil and gas. But what

we see in that sector and region is also

playing out across other regions and

sectors, including digital and healthcare

infrastructure.

For the last decade, many viewed the

renewables investment proposition as a

response to climate change and the need

to decarbonise. While that remains a core

consideration – as the latest

Intergovernmental Panel on Climate

Change (‘IPCC’) report makes abundantly

clear - renewable energy is also

increasingly important from an energy

security perspective, as countries focus

on their need for less reliance on energy

imports and more self-sufficiency. New

domestically-located renewable

generation strengthens energy security,

reduces reliance on fragile supply chains,

and boosts clean energy generating

capacity to replace fossil fuels.

The security and integrity of digital

services are also increasingly front of mind

across the world. Before the recent

international ructions, Covid-19 had

highlighted the role digital technologies

play in supporting people and building

resilience to unexpected events. We are

seeing governments take a hands on

approach in considering the adequacy of

secure digital infrastructure – secure

connectivity and adequate data storage -

to support faster innovation, increased

capacity, efficiency, and economies


of scale.

As the board and management have

outlined in presentations and reports over

the past few years, Infratil works to be

ahead of the pack in investing in long-term

mega trends – which is driving our focus

on the digital infrastructure, renewables

and healthcare sectors. What is occurring

across the world has reinforced the

robustness of our investment thesis.

These three sectors are especially

attractive in inflationary environments,

and often less correlated with what is

occurring elsewhere in the general

economy.

The investment returns which accrue to

shareholders from being at the forefront of

trends is well illustrated by the Tilt

Renewables sale. While the sale reflects

exceptionally well in this year’s annual

result, it is testament to a clear strategy,

careful planning and quality execution

over the last 24 years. The fact it took over

two decades for realisation to occur is a

salient reminder of how we prefer to

operate.

Developing infrastructure is a slow and

patient process. While annual revenues

and cashflow are very important, taking a

long-term approach to value creation is

key to delivering outsized returns. It takes

time to transform an “idea that matters”

from a single asset into a wider next

generation platform with strong long-term

value creation potential.

We sold our investment in Tilt Renewables

for $2 billion; the transaction completing

in August. The over $1 billion gain on sale

reflects a series of decisions starting in

1994. A clear strategic view, active asset

management, and a deep understanding

of risk, across the full life-cycle of projects

and operations, culminated in an excellent

result for shareholders.

We often celebrate the big deals, be it a

significant purchase or the Tilt sale. What

is not as obvious is the amount of effort

that goes into deals which we do not end

up transacting. There are deals we work

very hard on, both as a management team

and board, expending a lot of time and

money, but ultimately do not complete.

“Developing infrastructure is a slow and patient

process. While annual revenues and cashflow

are very important, taking a long-term

approach to value creation is key to delivering

outsized returns. It takes time to transform an

“idea that matters” from a single asset into a

wider next generation platform with strong

long-term value creation potential.“

1011
Part of Infratil’s competitive advantage is

its ability, as a company, to pull together

many threads in what is often very short

spaces of time. The management team

produces top rate analysis and insights on

complex businesses and transactions, and

presents them in a manner which is

digestible. It leads not only to great rigour

from the board but also to good decisions.

A major deal will also create related

work-streams - such as negotiating a next

level funding facility, whether there is

merit in an equity raise, and can these be

executed within the deal window. When

we do not transact it will be because we

back our process, maintain our very strong

value discipline, but cannot meet vendor

expectations.

The Intellectual Property we develop in

non-completed deals is of tremendous

value. Throughout my time on Infratil’s

board, we have been adept at making

early stage investments into poorly

understood sectors based on disciplined

investment analysis. We have a clear

strategy guiding us. We back our team, we

back our research, and we back our

discipline. Our results suggest that we get

it right more often than not. I am

immensely proud of our combined


- board and management - performance

in this regard.

The strength of our bench was apparent as

we transitioned to a new chief executive,

with Jason Boyes taking over from Marko

Bogoievski on 1 April 2021. It was a

demonstration of the capability of Infratil’s

manager, Morrison & Co, and Jason, that

such a change took place amid a busy and

volatile period with no drop off in

performance and continuing excellent

results. We have noted on many occasions

the confidence we have in the ability of


our management to keep Infratil at the

forefront of next generation assets. Our

outperformance – 28 years of over 18%

after tax returns per annum – bears

testimony to that.

Over the last 12 months, the Infratil board

and management team have been

formalising our sustainability vision for


the business together with long-term

environmental, social and governance

(‘ESG’) objectives. It also includes a series

of ESG medium-term targets and outlines

the expectations we have for our portfolio

companies. We are focussed on ensuring

that Infratil is financially resilient to the

physical and transitional impacts of

climate change, and committed to

reporting to stakeholders in line with the

recommendations of the Taskforce for

Climate-related Financial Disclosures.

If this sounds familiar to Infratil

shareholders, that is because the

Company’s business has been investing


in clean, renewable energy, sustainable

transport platforms and identifying the

emergence of digital infrastructure to

facilitate connection. These ‘ideas that

matter’ are at the leading edge of

sustainability but also demonstrate

significant value potential. To be

successful, we must show to the people

who invest with us, those who use our

services, and to the communities we live

with, how we are contributing to good


ESG outcomes.

The year is also seeing some transition


on our Board. Catherine Savage left the

Board in January. She made a substantial

contribution and brought a fresh

perspective over an extremely busy

period, including the CEO leadership

transition, dealing with a takeover offer,

and through an investment period

involving some significant acquisitions


and realisations. I have also announced

I will be stepping down as Chair from

30 May 2022 but remain as a director as

part of our transition. Incoming chair

Alison Gerry steps up to the role having

been an independent director on Infratil’s

Board and Chair of the Audit and Risk

Committee since 2014.

It is pleasing to be stepping down in a


year when Infratil was acknowledged as

New Zealand’s Company of the Year in the

Deloitte Top 200 awards. From Infratil’s

beginnings as one of the world’s first listed

infrastructure funds with a minority stake

in Trustpower, we are now a global

infrastructure investor with a diverse

portfolio across digital infrastructure,

renewables, social infrastructure and

transport in multiple jurisdictions.

It has been a huge honour to have you

place your trust in me, allowing me to be

part of a company that has delivered so

much to shareholders while owning and

developing high quality assets which bring

benefits to the communities they serve. I

have great confidence that the new Chair,

reshaped board and Infratil’s management

will continue to deliver outstanding results

through multiple market cycles for

shareholders.

“These ‘ideas that matter’ are at the leading

edge of sustainability but also demonstrate

significant value potential. To be successful, we

must show to the people who invest with us,

those who use our services, and to the

communities we live with, how we are

contributing to good ESG outcomes.”

The 200MW Sun Streams 2 solar project, Arizona

Mark Tume

Chair

1213
Report of the

Chief Executive

Jason Boyes

I am very happy to be writing

this to you after my first year

as CEO of Infratil.

In reviewing Infratil’s last

12 months, the highs of our best

ever one-off result – the sale of

Tilt Renewables for a gain of over

$1 billion – stands out. This

saw Infratil deliver a Net Parent

Surplus of $1,169.3 million,

which accompanied

Proportionate EBITDAF for

the year of $474.9 million.

Alongside those returns for shareholders,

this year has seen significant new

investment activity with overall investment

of over $1.4 billion across opportunities in

our key sectors of renewable energy,

digital infrastructure and healthcare.

Our healthcare portfolio expanded with

the acquisition of three diagnostic imaging

businesses to go with the 2020 purchase

of Qscan, one of Australia’s largest

diagnostic imaging businesses. With

Pacific Radiology, Auckland Radiology and

Bay Radiology, we now also lead that

market segment in New Zealand.

Our healthcare portfolio is strategically

compelling with strong synergy

opportunities. The investment outlook is

very positive, benefitting from the

long-term tailwinds of an ageing

demographic and increasing healthcare

expenditure. Sophisticated diagnostics, in

particular, exhibit predictable volume

growth and is supported by stable funding

regimes and barriers to entry. Revenues

are, therefore, highly defensive and

growing. A feature of these acquisitions

has been the continued participation of

existing doctor shareholders and

management, generating incentives to

drive the continued growth of these

companies.

We see significant opportunities for

further growth, with additional

investments possible to create a

meaningful Australasian healthcare

platform with a number of adjacent

opportunities. We expect this sector to

deliver attractive mid-teens equity returns

for Infratil shareholders.

There was considerable investment

activity in Infratil’s global renewables

platform in a year which, as Mark Tume

notes in his report, energy security

became an increasingly important

perspective in understanding renewable

generation. Longroad Energy, our United

States joint venture with the New Zealand

Superannuation Fund, now has a

substantial development pipeline of new

wind and solar generation underway.

Galileo in Europe likewise has a busy

period of development ahead. In

September, we announced Infratil’s

commitment of US$233 million to

establish Gurīn Energy, a renewable

energy development platform

headquartered in Singapore.

Gurīn will focus on greenfield renewable

projects across Asia where there is a

significant opportunity to enter markets

which are following a ‘transition to

renewables’ roadmap laid out by Europe

and North America a decade earlier. The

region is characterised by combined

tailwinds of demand growth, a growing

commitment at national levels to

decarbonisation, an increasing desire to

reduce dependency on imported fuels,

and to build self-sufficiency and security

of supply. The breadth of the Asian market

allows us to diversify our risk profile, both

from geographic and technology

perspectives.

Investor demand for these sorts of assets

is only increasing. Manawa Energy,

formerly Trustpower, has sold its retail

business to Mercury to refocus on

developing new renewable generation

capacity to help meet the anticipated

significant increase in demand for

electricity to contribute towards


New Zealand’s climate targets. It is

currently New Zealand’s fifth largest

electricity generator with 26 hydro power

schemes and a total installed capacity of

498MW.

Just as energy security is increasingly

important in a volatile world, so too is

digital security. With global demand for

connectivity continuing to rise, the last 12

months saw further expansion of Infratil’s

digital infrastructure portfolio to build on

our successful data centre platform in

Australia and New Zealand.

In October we announced the

commitment of £120-130 million of growth

capital for a 40% stake in London data

centre business, Kao Data. The aim is to

build Kao Data into a £500 million

multi-site data centre platform in the

medium term. It currently owns a 15-acre

data centre campus in Harlow powered by

100% renewable energy and has acquired

two more prime location data centres. Kao

Data’s technically advanced data centres

are designed to meet specialist high-

performance computing requirements -


it houses NVIDIA’s Cambridge-1, the most

powerful supercomputer in the United

Kingdom.

“Our healthcare portfolio is

strategically compelling with

strong synergy opportunities.


The investment outlook is very

positive, benefitting from the


long-term tailwinds of an ageing

demographic and increasing

healthcare expenditure.”

1415
CDC Data Centres (‘CDC’) continued to

demonstrate considerable value potential.

As at 31 March 2022, its most recent

independent valuation saw a 30% increase

in the value of our investment in CDC from

12 months previously. Infratil’s 48.1%

investment in CDC is now valued at

between A$2.8 billion to A$2.9 billion. The

valuation increase reflects construction

nearing completion, the pipeline of

development and strong customer

interest in CDC’s services.


CDC currently has four data centres under

construction in Auckland, Canberra and

Sydney. It recently announced expansion

to Melbourne. This, along with CDC’s track

record and customer demand, is providing

strong confidence in the medium-term

growth outlook.

Vodafone has been performing well on its

path to become one of the lowest cost

and most efficient telecommunication

providers in New Zealand. As the easing

global pandemic allows for more

international travel, the business should

see a rebound in roaming revenues. It is

continuing to drive efficiencies realised

through cost management initiatives and

focusing on removing business

complexity. Meanwhile, it signalled the

possible sale of its passive mobile tower

infrastructure assets. It currently has the

largest tower portfolio in New Zealand,

covering 98% of the population.

Wellington Airport has endured another

tough year. Repeated changes to

pandemic settings and the emergence of

Delta and Omicron were, as you are

aware, damaging across the aviation and

tourism sectors. With its high level of

domestic business traffic and lower

reliance on the international visitor market,

Wellington Airport’s results are more

robust than its peers in the sector. A return

to pre-Covid-19 levels of passenger traffic

and revenues is dependent on how the

pandemic recovery unfolds over the next

financial year. Nonetheless, we continue

to see good long-term value outlooks for

the asset, particularly in an inflationary

environment. It remains on track to deliver

a 30% reduction in operational carbon

emissions by 2030. Its carbon emissions

target is an absolute target, which means

it will reduce emissions irrespective of its

footprint or the number of passengers

serviced.

Infratil’s balance sheet remains strong,

even after a busy 12 months of new

investments, giving us the flexibility to

fund growth investments across our

existing portfolio companies and to take

advantage of new acquisition

opportunities. There is a significant

pipeline of opportunities, both across our

existing platforms and also as we evaluate

additional opportunities in key sectors and

new geographies. Morrison & Co is

supporting Infratil’s increasingly global

focus, opening offices in New York and

Singapore in the last year, alongside its

offices in London, Australia and


“Together our investments are

increasingly demonstrating our

global commitment to sustainability

and climate change.”

It also couldn’t go without mention,

that after more than a quarter of a

century at Infratil, Tim Brown formally

retired from his day-to-day

responsibilities on 30 November.

Over the years, Tim became one of

Infratil’s most recognisable faces and

made an immeasurable contribution to

its success and reputation. He joined in

September 1994, when Infratil’s market

capitalisation was roughly $51 million.

He retired with Infratil’s market cap

having reached an all-time high at over

$6 billion - a feat that we are sure,

would have seemed astonishing at its

inception. Through this period, Infratil

also became the largest issuer of

unrated bonds in New Zealand, with


a current total of $1.4 billion of bonds

on issue.

Tim developed a formidable following


at the annual Infratil retail roadshow,

wowing audiences and developing a

strong following. He is an engaging

storyteller and had authored all of

Infratil’s annual and interim reports over

the past 27 years, along with regular

shareholder newsletters and

operational updates to the market. He

did so in a distinctive manner which

achieved the writer’s grail of being

(mostly) decipherable, interesting and

informative. He had a special ability to

provide stakeholders with the thesis for

Infratil’s new investments and then take

them on the journey as those

investments progressed. Although his

penchant for throwing in the odd word

such as “ineluctable” kept everyone on

their toes – a trait his peer reviewers

were never able to quash!

Tim was also Infratil’s government

relations representative – for which

there have been many discussions,

including campaigning for commercial

development at Whenuapai to become

a regional airport to serve the

northwest of Auckland, the Wellington

Airport runway extension proposal, and,

of course, the more recent and

contentious debates on the climate

change challenge and the merits and

dynamics of an emissions trading

regime.

On top of all of this, it should come as

no surprise to anyone that Tim was an

exceptionally encouraging and

enthusiastic colleague. Tim always had

time for his colleagues, always had a

good story to tell, and was always the

first person up for a debate or robust

conversation. We wish him very well in

whatever his next endeavours may be.


New Zealand. Morrison & Co now has over

150 employees, more than half of whom

are investment professionals. A far cry

from the 40 or so staff when I joined.

None of that growth has changed our

investment methodology. We will continue

to apply a disciplined approach to

allocating capital when assessing potential

investments to maintain our record of

delivering strong returns to shareholders in

line with our ten-year total shareholder

return target of 11-15%.

Together our investments are increasingly

demonstrating our global commitment to

sustainability and climate change. It is a

key aspect in our ESG framework, which

Infratil has now formalised to report on

each year. It is the right thing to do – for

communities we serve, for the

environment, for our people and for our

shareholders. Capital markets are

increasingly demanding it with

investments meeting ESG benchmarks

attracting higher volumes of interest and

capital inflows, as investors look to reduce

their exposure to less sustainable

investment classes and sectors.

Sustainable approaches to the

environment, society and our governance

are critical at all levels of our business and

operations.

The year is also notable for Chair Mark

Tume’s stepping down from that role

although he will remain as a director for a

period. His tenure began in 2007 and he

has helped to oversee a period of

remarkable growth and excellent returns

for shareholders. One of the strengths of

this Company is its high-quality Board.

They consistently provide a clear strategic

direction, pose challenging questions, and

demand excellent execution from the

management team. While I have been

Chief Executive for only a year, I have

worked with Mark and the Board he has led

for over a decade, and their collective

excellence in governance has been a

major contributor to the development of

the Company and the returns enjoyed by

our shareholders.

Leading a global infrastructure investor

through the disruptive lows of a global

pandemic has been a challenge. Of

course, the real work is done within our

platforms, and you’ll see from their

individual reports they’ve all had their fair

share of headwinds and of course

successes. Even setting aside the

extraordinary outcome from the Tilt

Renewables sale, the resilience of this

year’s underlying result is a testament to

their hard work, and the diversified nature

of our portfolio.

Jason Boyes

Chief Executive

Ordinarily, as an incoming chief executive


I would have spent a considerable amount

of time meeting shareholders, and visiting

each of our global platforms, directly

gauging perceptions of the Company and

its performance, meeting staff and

managers across the Company.

Much of the year and, especially many

long nights, have instead been spent on

video calls to staff in Europe, Asia and

North America, and investors around the

world. This is not a woe, it is my reflection.

My sympathies lie with those looking for

shrewd, insightful analysis and guidance

from me at midnight via my laptop.


If there is one thing to hope for in the

coming 12 months, it will be the

opportunity to meet and engage in


person with our shareholders, staff and

other stakeholders.

I am very fortunate to work with an

amazing group of people here at


Morrison & Co, and across Infratil’s

investments. While at times intellectually

and emotionally challenging, it is most

stimulating, often surprising, and there is

so much to explore and learn as we

continue to “invest wisely in ideas that

matter” for our shareholders and all our

other stakeholders.

1617
Management

Transparent and Reliable

Infratil’s management comprises

people employed by Morrison & Co

(including the Chief Executive and

Chief Financial Officer), and people

employed by Infratil’s subsidiaries

and investee companies.

Infratil has delegated the day-to-day

management of the Company to Morrison


& Co under a Management Agreement.

The Management Agreement specifies the

duties and powers of Morrison & Co, and


the management fee payable to Morrison

& Co for delivering those services.

The Board determines and agrees with

Morrison & Co specific goals and objectives,

with a view to achieving the strategic goals

of Infratil. Morrison & Co is then accountable

to the Board for the achievement of the

strategic goals of Infratil.

As a specialist infrastructure investment

manager, Morrison & Co also manages

investments on behalf of other clients;

including the New Zealand Superannuation

Fund, the Commonwealth Superannuation

Corporation and the Australian Future Fund,

each of which has investments in

partnership with Infratil.

Infratil benefits from its management having

the expertise of a larger and more expert

group of individuals than a company of

Infratil’s scale could normally hope to retain

and from the manager’s broad contacts and

relationships.

Jason Boyes

Infratil Chief Executive, Director of Infratil


and CDC Data Centres, Chair of Longroad

Energy and Galileo Green Energy, Morrison


& Co Partner

Phillippa Harford

Infratil Chief Financial Officer, Director of

Pacific Radiology, RetireAustralia and

Wellington Airport, Morrison & Co Partner

Paul Newfield

Chair of Qscan Group, Morrison & Co Partner

and Chief Executive

Marko Bogoievski

Director of Vodafone New Zealand,


Morrison & Co Operating Partner

Greg Boorer

Chief Executive of CDC Data Centres

Ralph Brayham

Morrison & Co Data Infrastructure &

Technology Specialist

Michael Brook

Director of Qscan Group and Pacific

Radiology, Morrison & Co Executive Director

Deion Campbell

Morrison & Co Operating Partner, Renewables

Kellee Clark

Morrison & Co Partner and Head of Legal

Matt Clarke

Chief Executive of Wellington Airport

Jon Collinge

Morrison & Co Sustainability Director

Peter Coman

Chair of Pacific Radiology, RetireAustralia,

Wellington Airport, Director of Manawa

Energy and Infratil Property, Morrison & Co

Partner and Co-Head of Australia and


New Zealand

Rachel Drew

Director of Wellington Airport, Morrison & Co

Executive Director

Mark Flesher

Capital Markets & Investor Relations,


Morrison & Co Executive Director

Paul Gaynor

Chief Executive of Longroad Energy

Vincent Gerritsen

Director of Galileo Green Energy and Kao

Data, Morrison & Co Partner and Head


of UK and Europe

Priya Grewal

Director of Gurīn Energy, Morrison & Co

Investment Manager

Brendan Kevany

Infratil Company Secretary and Senior

Corporate Counsel

Andrew Lamb

Infratil Infrastructure Property


Development Director

Scott McCutcheon

Morrison & Co Head of Tax

Terry McLaughlin

Chief Executive of Pacific Radiology

Hamish Mikkelsen

Infratil Corporate Accountant

Chris Munday

Chief Executive of Qscan Group

Lee Myall

Chief Executive of Kao Data

Jason Paris

Chief Executive of Vodafone New Zealand

Nicole Patterson

Director of CDC Data Centres NZ and

Vodafone New Zealand, Morrison & Co

Investment Director

Olivia Pitt

Morrison & Co Sustainability Executive

David Prentice

Chief Executive of Manawa Energy

Alicia Quirke

Morrison & Co Regional Tax Director

Assaad Razzouk

Chief Executive of Gurīn Energy

Paul Ridley-Smith

Chair of Manawa Energy

Tom Robertson

Infratil Treasury & Risk Manager

Brett Robinson

Chief Executive of RetireAustralia

Matthew Ross

Infratil Finance Director, Morrison & Co

Executive Director

Maddy Simmonds

Infratil Senior Corporate Accountant

William Smales

Director of CDC Data Centres, Kao Data and

Longroad Energy, Morrison & Co Partner, CIO

and Global Head of Digital and Connectivity

Vimal Vallabh

Chair of Gurīn Energy, Director of Galileo

Green Energy and Longroad Energy, Morrison

& Co Partner and Global Head of Energy

Ingmar Wilhelm

Chief Executive of Galileo Green Energy

Thomas Wills

Infratil Financial Performance


and Analysis Manager

Somali Young

Infratil Financial Controller

1819
Confident in

our direction

We aim to allocate capital and manage our

activities in ways that recognise our wider

social and environmental responsibilities.

Our approach creates long-term value

for our shareholders and acknowledges

humankind’s important relationships with

the natural environment.

2021
Committed to

Sustainability

Infratil’s

Sustainability

Strategy

We have a vision for Infratil to be a

leader in sustainable infrastructure

investment.

Infratil’s goal is to provide excellent risk-

adjusted returns for shareholders and, in

so doing, to allocate capital and to

manage our activities and investment.

But alongside the return on financial

capital, we also endeavour to deliver

positive returns on all of human, social and

natural capital. We recognise that

sustainable approaches to the

environment, society and our governance

are critical at all levels of our business and

operations.

Part of being a sustainable business is

understanding the impacts arising from

our investments and how we manage their

operations and ourselves. We must also

be accountable through measurement,

reporting, and transparency to enable

positive impacts for people and

communities, and the environment. This

year’s annual report outlines the vision and

objectives we have put in place to gauge

and report the progress we make towards

improved environmental, societal and

governance objectives, and which

compares our performance alongside


our peers.

This formalises our focus and how Infratil

has operated over the past two-and-a-

half decades. We were early with our

interest in developing clean, renewable

energy, sustainable transport and

identifying the importance of digital

innovation to facilitate connections. These

sectors can both demonstrate significant

value potential and be at the leading edge

of sustainability.

As an global infrastructure investor, our

goal is to work with ‘ideas that matter’,

executing in ways which are efficient,

effective, and accountable. Anticipating

and preparing for change is the foundation

of how Infratil allocates its capital through

ideas such as:

• Tackling the threat of climate change

with our investments in renewable

generation.

• Lowering the emission intensity of

transport as the demand for travel

expands.

• Delivering data processing and storage

facilities and telecommunications

infrastructure with carbon emissions,

energy and water minimisation


at the core.

• Improving health outcomes and access

through more efficient and affordable

technological responses.

The challenge for Infratil is to manage our

existing and new investments in ways

which continue to improve the

sustainability of communities and our

environments – whether it be low emission

air travel, sustainably designed

communication systems, and more

equitable access to high quality health

services. As we consider new

investments, we incorporate sustainability

into our management practices and this

underpins how we identify risks and

opportunities, and underpins our delivery

of risk-adjusted returns to our investors.

We will maintain high standards of

governance practice as we manage and

disclose material sustainability risks

effectively and transparently. We will

ensure our internal systems of practices,

controls, and procedures allow us to make

effective decisions on behalf of our

investors, our companies and our

communities, while treating our

employees with respect and inclusivity.

Communities, consumers and investors

are demanding responses on a range of

environmental and societal issues.

Corporates are increasingly being asked

to account for environmental, social and

governance issues as well as deliver

commercial returns. Businesses which


try to operate in a purely commercial

vacuum are finding that to be an

uncomfortable place.

Climate-related disclosures

We are focussed on ensuring that Infratil is

financially resilient to the physical and

transitional impacts of climate change and

committed to reporting to stakeholders in

line with the recommendations of the

Taskforce for Climate-related Financial

Disclosures (‘TCFD’). We also intend to

provide comprehensive reporting on

Infratil’s financed carbon emissions,

together with carbon emission trajectories

and targets. Our reporting will be aligned

with the Partnership for Carbon

Accounting Financials’ (‘PCAF’) Global

GHG Accounting & Reporting Standard for

the Financial Industry.

With its Aotearoa New Zealand

origins at its core, Infratil’s

purpose is to invest wisely in ideas

that matter and, in doing so,

create long-term value for our

shareholders.

We focus our sustainability efforts on six

key pillars where we believe our activities

can have the most impact, as described in

our Sustainability Framework below.

Infratil’s sustainability strategy identifies a

series of sustainability commitments,

investee company expectations and

medium-term sustainability targets.

We have developed an Impact

Measurement Framework against these

six key pillars that we will publish in


the upcoming year and will use to

assess the performance of our activities

against annually.

Climate Change

We believe that global emissions must

be reduced and that we must address

climate change and emission reduction,

fairly and efficiently

Our goal is to invest in a manner that

contributes positively to global

decarbonisation and benefits from the

transition to a low-carbon economy,

and to advocate for societal responses

to climate change

Community

We believe in making a positive

contribution to those who use our

services and to our communities; we

must be a trusted provider of services

within our communities

Our goal is to invest in a manner that

has a positive impact on communities

while doing so responsibly and in

accordance with social standards

Transparent & Reliable

We believe that providing clear and

accessible information to capital

providers and other key stakeholders

will enable informed investment

decision making

Our goal is to improve the

accountability of governance and

management, and the company’s

transparency

Our people

We believe that the wellbeing, health

and safety of Infratil’s people is a high

priority, as reflected in our Diversity

Policy, Position Statement on Modern

Slavery, Code of Ethics and


other policies

Our goal is to operate in a manner that

supports the wellbeing of our people in

a physical, emotional, intellectual, and

material sense

Leadership &

Accountability

We actively allocate capital and

manage activities in recognition of

our wider social and environmental

responsibilities as these evolve


over time

Our goal is to implement internationally

accepted governance practices as

appropriate to the unique structure


of Infratil

Natural Environment

We believe that each business has an

obligation and responsibility to protect

and foster the physical environment in

which it operates

Our goal is to invest in a manner that

acknowledges humankind’s important

relationship with and commitment to

the natural environment, and ensure

that Infratil’s ecological commitments

are delivered

2223
Emissions

Greenhouse gases in the atmosphere

increase due to fossil fuel-related

energy use and other non-energy

related emissions.

Rising Temperatures

Global temperatures rise due to a

linear relationship with greenhouse

gases in the atmosphere.

Economic Impact

As temperatures increase, economic

productivity is impacted. The

relationship is non-linear.

The Infratil Board acknowledges

that climate change is happening

and that emissions must be

reduced. It is committed to

understanding, overseeing and

providing transparency over what

climate change and the transition

to lower emissions could mean for

Infratil and its long-term financial

performance.

Infratil’s approach

The global response to climate change

presents strategic opportunities for Infratil.

For example, Infratil has long prioritised

decarbonisation in its investment strategy

and has successfully invested in the

transition to a low carbon economy in

Australia, New Zealand and the United

States. It is likely that this transition could

accelerate further over the short to

medium-term leading to the potential for

Infratil to deploy significantly more capital

into decarbonisation-linked activities

Tackling the threat

of climate change

The Recommendations of the Taskforce for Climate-related Financial Disclosures

The Financial Stability Board established the Task Force on Climate-Related Financial Disclosures (‘TCFD’) to develop recommendations

for more effective climate-related disclosures that could promote more informed investment, credit, and insurance underwriting

decisions and, in turn, enable stakeholders to understand better the concentrations of carbon-related assets in the financial sector and

the financial system’s exposures to climate-related risks.

Its disclosure recommendations are

structured around four thematic areas

that represent core elements of how

organisations operate: governance,

strategy, risk management, and metrics

and targets. These thematic areas are

intended to interlink and inform


each other.

• Governance: Disclose the

organisation’s governance around

climate related risks and opportunities.

• Strategy: Disclose the actual and

potential impacts of climate-related

risks and opportunities on the

organisation’s businesses, strategy,

and financial planning where such

information is material.

• Risk management: Disclose how the

organisation identifies, assesses, and

manages climate-related risks.

• Metrics and targets: Disclose the

metrics and targets used to assess

and manage relevant climate-related

risks and opportunities where such

information is material.

Public support for the TCFD

(demonstrated via the initiative’s website)

has grown to 3,400 organisations as of

February 2022, from 513 in September

2018. Infratil became a public supporter

of the TCFD in September 2020.

In 2021, New Zealand became the first

country in the world to pass a law that will

ensure financial organisations disclose

and ultimately act on climate-related risks

and opportunities.

The new law will require around 200 large

financial institutions (including Infratil) to

start making climate-related disclosures.

Organisations will be expected to publish

disclosures from financial years

commencing in 2023 (for Infratil the year

ended 31 March 2024), subject to the

publication of climate standards from the

External Reporting Board. The standards

will be developed in line with the

recommendations of the TCFD.

through existing businesses – Longroad

Energy, Manawa Energy, Gurin Energy, and

Galileo Green Energy – or entities that we

may invest in or establish in the future.

Scenario analysis

To assess the actual and potential impacts

of climate change on its strategy, portfolio

entities and financial planning, Infratil has

identified a number of scenarios that it will

use to assess the future risks and

opportunities associated with climate

change. These scenarios are not intended

to predict the future, but rather to help us

understand the financial resilience of

Infratil’s strategy to climate change and the

actions required to enhance resilience and

preparedness.

Working together with a leading global

economics consultant, Infratil has

developed and assessed four climate

scenarios which describe transition and

mitigation pathways over the next 30

years. Informed by the scientific work

assessing carbon emission pathways and

resulting degrees of warming undertaken

by the Network for Greening the Financial

System – a network of central banks

including the Reserve Bank of


New Zealand, the International Energy

Agency, and the Intergovernmental Panel

on Climate Change - these four ‘bookend’

scenarios range from, in essence, society

doing a lot to mitigate climate change, to

doing very little.

There are two ‘transition’ scenarios:

Organised & Decisive where early

coordinated global action occurs with

moderate climate change mitigation

policies (2°C global warming trajectory);

and Disorganised & Fragmented with

delayed and more severe government

action in future years (2-2.5°C trajectory).

There are also two ‘no transition’ scenarios:

The Status Quo / Baseline scenario which

assumes no material step-change in

carbon reduction action beyond current

announced policies and initiatives (>3°C

trajectory); and Too Little Too Late, an

extreme downside scenario which

assumes failure of current policies and

further inaction eventually resulting in

extreme physical impacts (extreme

warming).

The consultant’s ‘Global Equilibrium Model’

was used to map the respective carbon

emission and climate pathways of the four

scenarios and project the transition and

physical risks in a macroeconomic framework.

That work produced a set of macroeconomic

and operating variables which can be applied

at the asset level and portfolio level to assess

the potential aggregate economic impacts


on Infratil.

The key findings

Transition scenarios: Achieving a 2°C or lower

pathway represents a major departure from

today’s global trajectory.


It will require a rapid transition across all

industry sectors as well as substantial

investments in low and negative emissions

technologies e.g., direct air capture and

carbon storage. Whenever the response

occurs, it will require strong government

support which may include fiscal policy and

other measures that result in a period over the

next 10-20 years where the economy moves

away from the equilibrium. The earlier global

coordinated action commences, the less

severe the mitigation policies and actions

required to achieve the transition and the

lower the level of disruption to the economy.

No transition scenarios: If a transition

does not occur over the next 20 years the

economy is expected to continue relatively

unaffected until the greenhouse gases in

the atmosphere pass a tipping point that

would result in much higher temperatures

and severe physical damage, the worst of

which would materialise after 2050.


The high temperatures and severe physical

damage could lead to a rapid decline in

global productivity and prosperity


post-2050.

The following pages describe at a high level

the potential impacts on society and the

economy of each climate change scenario

that we have assessed. We will utilise

these scenarios to undertake detailed

financial analysis to inform Infratil’s

investment strategy and risk management

processes.

Managing climate change risk

It is clear that the investments within

Infratil’s portfolio are not equally exposed

to climate-related risks.

An airport faces different risks to a medical

radiology business or a large-scale

renewable energy project.

Different infrastructure investments face

different market, operational, physical,

regulatory and reputational risks

associated with increasing climate

volatility and change. The risks depend on

multiple factors including but not limited to

the asset’s geography, the nature of its

activities e.g., dependence on fossil fuels,

or the correlation of its financial

performance with macroeconomic

variables e.g., GDP, energy prices and

inflation. Climate change risks could

therefore materialise in different ways,

such as reduced customer demand,

increased financing costs, capital

expenditure to protect asset value, or

changes in insurance costs and/or

coverage.

Underpinned by the scenario analysis

described earlier, Infratil will continue to

actively review the risks and opportunities

associated with climate change across

different time horizons.

The following pages describe at a high level

the potential impacts of various climate

change scenarios on society and the

economy that Infratil will use to comply

with its TCFD obligations.

2425
Climate Change Scenario

No Transition Scenarios

Living with a new (worse) climate

Life gets gradually harder and more uncomfortable

Life in a low-carbon world

Society suffers short-term pain to achieve long-term gain

ScenarioImplications of climate change on societyImplications of climate change on the economy

Too Little Too Late

Limited climate action and failure in meeting current Nationally

Determined Contributions (NDCs)

Extreme Warning

RCP 7.0

No further mitigationSevere irreversible

physical damage

Short-termism, selfishness and

political ill will lead to consumers,

businesses and governments not

addressing climate change issues.

Developing nations


follow the technology path of

developed nations i.e.,carbon

intensive energy and industry.

Governments, businesses and

consumers acknowledge the

potential impact of climate change

and act accordingly.

Developing nations choose a

different technology path to

developed nations.

Significant global warming occurs

(7°C by 2100), extreme weather

events become more frequent,

economic productivity diminishes

leading to job losses, mass climate

migration place pressure on more

resilient nations.

The eventual response to the

climate disaster comes too


late and the worst impacts

are irreversible. Life changes

permanently.

Increased societal pressure


to make more sustainable

choices e.g., transport, building

materials and design, lifestyle

choices etc.

Society reaps the long-term

environmental, social and

economic benefits of the

transition and life returns to

normal.

• No change to status quo.

• No change to status quo.

• Global stakeholders implement

a range of mitigation measures

to drive transition. Mitigation

measures may include market

intervention policies.

• Period of potential reduced

output as global economy

structurally transitions to a low

carbon economy.

• Successful transition to


low carbon economy.

• Economy trends towards

a new, more productive

equilibrium.

• Period of potential reduced

output as global economy

structurally transitions to a


low carbon economy.

• Due to delayed action, the

measures required to meet

mitigation goals are likely to


be more severe compared

to the Organised & Decisive

scenario.

• Successful transition to


low carbon economy.

• Economy trends towards a new,

more productive equilibrium.

• Global economies likely to start

outperforming ‘Baseline’


long-term forecasts due to

mitigated climate risks.

• Inflationary pressures build


as fossil fuel demand

outstrips supply.

• Global productivity and


output decline as the impact

of climate increases and physical

damage materialise.

• Chronic and acute climate change

risks materialise, resulting in

irreversible severe physical damage

and lost productivity and output.

• Quality of life impacted with


day-to-day life changing

permanently and potential climate

migration away from vulnerable

regions.

• Global temperatures continue to

increase until a tipping point is

reached.

• Low-carbon economy


settles at a new equilibrium

and overall output increases

above baseline.

• Society reaps the long-term

environmental, social and

economic benefits of the

transition.

• Physical risks of climate

change mitigated

.

• Productivity and output

stagnate as the impact of

climate increases.

• No change to status quo.• No change to status quo.

Status Quo / Baseline

Status quo. Reflects existing policy and commitments

as made in countries’ NDCs

>3oC Trajectory

RCP 6.0

Limited (current)

mitigation policies

Unmitigated


irreversible

physical damage

Disorganised & Fragmented

Delayed and disorganised global action requires severe

response to meet mitigation goals

>2–2.5oC Trajectory

RCP 2.6–4.5

Severe mitigation

policies

Physical damage

largely mitigated

Organised & Decisive

Immediate and coordinated global action by all stakeholders

to meet mitigation goals, allowing for phased and

moderate economic responses

2oC Trajectory

RCP 2.6–4.5

Moderate mitigation

policies

Physical damage

mitigated

Now


2030

2030


2040

2040

-

2030

Long

Run

Transition Scenarios

2627
(2,000)

0

2,000

4,000

6,000

8,000

10,000

0%

(20%)

20%

40%

60%

80%

100%

Annual ReturnAccumulation Index

2013201420152016201720182019202020212022

Dividend YieldCapital Return

10 Year Accumulation Index

-100

0

100

200

300

400

500

600

$Millions

20132012201420152016201720182019202020212022

X

X

X

X

X

X

X

X

X

X

X

CDC Data Centres

Vodafone

Longroad Energy

Kao Data

Trustpower

Retire Australia

Wellington Airport

Qscan Group & Pacific Radiology

Gurīn Energy

Galileo Green Energy

Sold

Corporate

CDC Data Centres

Vodafone

Longroad Energy

Kao Data

Trustpower

Retire Australia

Wellington Airport

Qscan Group

Pacific Radiology

Other

0

2,000

1,600

1,200

800

400

$Millions

20122013201420152016201720182019202020212022

0

1,000

2,000

3,000

4,000

5,000

$Millions

20122013201420152016201720182019202020212022

0

100%

90%

80%

70%

60%

50%

40%

30%

20%

10%

20122013201420152016201720182019202020212022

Net bank debt and dated bondsPerpetual BondsEquity (market value)

Proportionate Capital Investment

Over the decade Infratil has invested over

$7.8 billion, with the majority undertaken

by investee companies.

Investment has accelerated over the last


3 years, with over half of investment

undertaken over the last decade during


that period. Funding for investments was

provided by operating cash flows, debt


and equity issuance, and the divestments

of assets.


Infratil Funding

Changes to the relative funding of Infratil

and its 100% subsidiaries occurs as

businesses are sold and acquired, when

Infratil receives funds from, or advances

them to its operating businesses, or if

shares are repurchased or issued.

The use of debt is bound by Infratil’s policy of

maintaining credit metrics that are broadly

consistent with an Investment Grade Credit

Rating (Infratil is not credit rated) and with

maintaining availability of funds for

investment purposes.

As a general rule Infratil targets debt funding

of 30% of assets, compared to 9.4% as at


31 March 2022.

Proportionate EBITDAF

The calculation of Proportionate

EBITDAF is outlined on page 5 of this

report. It is intended to show Infratil’s

share of the operating earnings of the

companies in which it invests.

Proportionate EBITDAF is a non-GAAP

financial measure.

The figures include the contribution of

assets held for sale.


Shareholder Returns

Between 1 April 2012 and

31 March 2022 Infratil provided

its shareholders with an average

after tax return of 21.6% per annum.

$1,000 invested at the start of the

period would have compounded to

$7,044 by 31 March 2022, assuming

that all distributions were reinvested.


Infratil Assets

The graph shows the NZ IFRS values of

Infratil’s assets (book value).

As noted on page 31, the IFRS values are

in some cases lower than the fair values

as assessed with reference to listed

markets (the NZX) or independent

valuations.

This is highlighted by Infratil’s investment

in CDC Data Centres which currently

has a book value of $1,026.2 million

compared to an independent valuation

of $3,015 - $3,226 million.


Net bank and dated bonds

Perpetual bonds

Equity (market value)

Financial Trends

These graphs were chosen to illustrate the key

financial trends over the last decade

CDC Data Centres

Vodafone

Longroad Energy

Kao Data

Trustpower

Retire Australia

Wellington Airport

Qscan Group

Pacific Radiology

Dividend Return

Capital Return

Accumulation Index

CDC Data Centres

Vodafone

Longroad Energy

Kao Data

Trustpower

Retire Australia

Wellington Airport

Qscan Group &


Pacific Radiology

Gurīn Energy

Sold

Galileo Green Energy

Corporate

CDC Data Centres

Vodafone

Longroad Energy

Kao Data

Trustpower

Retire Australia

Wellington Airport

Qscan Group &


Pacific Radiology

Sold

Other

27

2829
Financial Performance

& Position

Year Ended 31 March ($Millions) Share20222021

CDC Data Centres48.1% $82.2 $75.8

Vodafone 50.0% $243.8 $217.9

Kao Data 39.9% ($1.5) -

Manawa Energy 51.0% $83.9 $79.9

Longroad Energy 40.0% $15.1 $0.1

Galileo Green Energy 40.0% ($5.4)($3.6)

Gurīn Energy 95.0% ($6.0) -

Pacific Radiology Group 50.5% $32.9 -

Qscan Group 56.3% $33.9 $11.0

RetireAustralia 50.0% $16.9 $10.4

Wellington Airport 66.0% $37.3 $23.7

Corporate & other ($58.2)($44.0)

Proportionate EBITDAF $ 474 . 9 $371.2

Tilt Renewables 65.2% $ 7. 9 $52.6

Trustpower Retail 51.0% $24.2 $22.2

$507.0 $446.0

Year ended 31 March 2022 ($Millions)Share

EBITDAF

1

100%D&AInterestTa x

Revaluations

& other

adjustmentsMinorities

Infratil

share of

earnings

CDC Data Centres 48.1% $170.9 - - - ($12.8) - $158.1

Vodafone 50.0% $488.2 - - - ($477.9) - $10.3

Kao Data 39.9% ($3.7) - - - $1.5 - ($2.2)

Manawa Energy 51.0% $164.4 ($20.5)($28.6)($46.0) $38.8 ($59.9) $48.2

Longroad Energy 40.0% $50.1 - - - ($22.4) - $27.7

Galileo Green Energy 40.0% ($13.6) - - - $9.1 - ($4.5)

Gurīn Energy 95.0% ($6.3)($0.1)($0.1) - - $0.3 ($6.2)

Pacific Radiology Group 50.5% $65.2 ($9.7)($17.1)($10.6)($15.7)($6.5) $5.5

Qscan Group 56.3% $60.3 ($30.6)($17.4)($3.9)($1.2)($3.1) $4.0

RetireAustralia 50.0% $33.7 - - - $45.4 - $ 7 9 .1

Wellington Airport 66.0% $56.5 ($30.5)($25.9)($2.5) $5.3 ($1.0) $1.9

Corporate & other ($279.4) - ($70.5) $40.4 $23.3 - ($286.2)

Total (continuing) $786.3($91.4)($159.6)($22.6)($406.7)($70.2) $35.7

Tilt Renewables 65.2% $12.1 ($19.5)($6.3) $3.8 $1,123.9 $7.8 $1,121.8

Trustpower Retail 51.0% $47.5 ($27.0)($1.2)($4.6)($3.0) - $11.8

To t a l $845.9 ($137.9)($167.1)($23.4) $714.2 ($62.4) $1,169.3

Year ended 31 March 2021 ($Millions)Share

EBITDAF

1

100% D&A Interest Ta x

Revaluations

& other

adjustmentsMinorities

Infratil

share of

earnings

CDC Data Centres 48.1% $157.7 - - - ($23.5) - $134.2

Vodafone


49.9% $436.6 - - - ($463.8) - ($27.2)

Manawa Energy 51.0% $156.7 ($23.1)($29.0)($4.7)($83.5)($13.4) $3.0

Longroad Energy 40.0% $ 7. 7 - - - $40.2 - $47.9

Galileo Green Energy 40.0% ($9.0) - - - $5.4 - ($3.6)

Qscan Group 56.3% $19.6 ($7.9)($5.1)($2.0)($16.9) $5.4 ($6.9)

RetireAustralia 50.0% $20.8 - - - $10.4 - $31.2

Wellington Airport 66.0% $36.0 ($29.6)($26.5) $12.4 $10.1 ($0.6) $1.8

Corporate & other ($267.2) - ($76.6) $4.1 $48.7 ($0.1)($291.1)

Total (continuing) $558.9($60.6)($137.2) $9.8 ($472.9)($8.7)($110.7)

Tilt Renewables 65.2% $80.2 ($43.8)($11.8)($31.5) $78.5 ($24.5) $47.1

Trustpower Retail 51.0% $43.5 ($22.2)($1.3)($5.6) - - $14.4

To t a l $682.6 ($126.6)($150.3)($27.3)($394.4)($33.2)($49.2)

1 EBITDAF is an unaudited non-GAAP measure and is defined on page 5.

Proportionate EBITDAF

Proportionate EBITDAF is intended to show

Infratil’s share of the earnings of the

companies in which it invests.

Proportionate EBITDAF is shown from

continuing operations and includes

corporate and management costs,


however, excludes international portfolio

incentive fees, acquisition or sale-related

transaction costs and contributions from

businesses sold, or held for sale. During the

year the Group adopted a change in

accounting standards relating to the

treatment of configuration and

customisation costs incurred in

implementing Software-as-a-Service

(‘SaaS’) cloud computing arrangements.

A reconciliation of Proportionate EBITDAF


to net surplus after tax is presented in

Appendix I of Infratil’s annual results

presentation.

Consolidated Results

For the year to 31 March 2022 the net parent

result was a gain of $1,169.3 million, up from

a loss of $49.2 million the prior year.

The main source of the difference was the

$1,136.8 million gain on the sale of Tilt

Renewables during the year.

Revenue and expenses have increased year

on year with a full year contribution from

Qscan, and the contribution from the


New Zealand diagnostic imaging group

from 1 June 2021.

This year also includes an incentive fee

accrual of $221.2 million (which includes a

realised incentive fee of $122.1 million


relating to the sale of Tilt Renewables).

More information on the calculation of

these fees is included in note 28 of the

financial statements.

Discontinued operations includes the gain on

sale, as well as the operating results of both

Tilt Renewables and the Trustpower Retail

business for the year.

Breakdown of Consolidated Results

Infratil consolidates a company when it controls it (owns more than 50%). This includes Manawa Energy, Gurīn Energy, the Pacific

Radiology Group, Qscan Group and Wellington Airport. Associates (where Infratil has significant influence, but not control) such as

CDC Data Centres, Vodafone New Zealand, Kao Data, Longroad Energy, Galileo Green Energy and RetireAustralia are not

consolidated. For those investments, the EBITDAF column shows 100% of their EBITDAF and the “Revaluations & other adjustments”

column includes the adjustment required to reconcile Infratil’s share of their net surplus after tax.

Year ended 31 March ($Millions) 2022 2021

Operating revenue $1,129.1 $590.8

Operating expenses($610.7)($257.1)

International Portfolio Incentive fees($221.2)($223.1)

Depreciation & amortisation($91.4)($60.4)

Net interest($159.5)($137.2)

Tax expense($22.6) $9.7

Realisations & revaluations $82.2 ($24.6)

Discontinued operations $1,125.8 $85.9

Net surplus after tax $1,231.7 ($16.0)

Minority earnings($62.4)($33.2)

Net parent surplus $1,169.3 ($49.2)

For 2022 the average exchange rates were NZ$/A$ 0.9429 and NZ$/US$ 0.6969 (2021: 0.9338 and 0.6711).

3031
Year Ended 31 March ($Millions)20222021

CDC Data Centres $3,117.3 $2,401.4

Vodafone $1,670.0 $857.3

Kao Data $203.4 -

Manawa Energy $1,126.2 $1,314.7

Longroad Energy $227.4 $136.2

Galileo Green Energy $26.1 $10.8

Gurīn Energy $2.0 -

Pacific Radiology Group $417.1 -

Qscan Group $305.1 $308.4

RetireAustralia $408.9 $361.0

Wellington Airport $580.0 $511.2

Parent & other $195.7 $227.3

 $8,279.2 $6,128.3

Tilt Renewables -   $1,869.3

 $8,279.2 $7,997.6

Per share $11.44 $11.06

Fair Value of Infratil’s Assets

This table shows the fair value of

Infratil’s assets

The fair value of Infratil’s investments in

CDC Data Centres, Vodafone, Longroad

Energy, Galileo Green Energy and

RetireAustralia reflect independent

valuations prepared for Infratil.

The fair value of Manawa Energy is shown

based on the market price per the NZX.

Infratil does not commission independent

valuations for its other assets and these are

presented at book value.

Year ended 31 March ($Millions)20222021

Net bank debt ($773.0m) $328.2m

Infratil Infrastructure bonds $1,163.7m $1,155.2m

Infratil Perpetual bonds $231.9m $231.9m

Market value of equity $5,972.9m $5,154.7m

Total Capital $6,595.5m $6,870.0m

Dated debt/total capital 5.9% 21.6%

Total debt/total capital 9.4% 25.0%

Capital of Infratil and

100% Subsidiaries

This table shows the mix of debt and equity

funding at Infratil’s Corporate level.

During the year $93.9 million of bonds

matured of which $54.8 million were

exchanged for IFT310 bonds and the

remaining $39.1 million were repaid. A further

$47.6 million of IFT310 bonds were issued,

taking the total issue to $102.4 million, a net

increase of $8.5 million of bonds on issue.

On receipt of the Tilt Renewables proceeds in

August 2021, Infratil repaid all of its bank debt.

This remains undrawn at 31 March 2022.

1,031,049 shares were issued in December

2021 under the Dividend Reinvestment Plan,

however, the largest driver of the change in

the market value of equity was as a result of

Infratil’s share price increasing from $7.13 to

$8.25 over the year.

Year Ended 31 March ($Millions)20222021

CDC Data Centres $1,026.2 $873.0

Vodafone $838.2 $857.3

Kao Data $203.4 -

Manawa Energy$607.2 $629.9

Longroad Energy $90.5 $44.9

Galileo Green Energy $19.7 $10.8

Gurīn Energy $2.0 -

Pacific Radiology Group $417.1 -

Qscan Group $305.1 $308.4

RetireAustralia $417.3 $340.9

Wellington Airport $580.0 $511.2

Parent & other $195.7 $227.3

To t a l$4,702.4 $3,803.7

Tilt Renewables - $864.4

$4,702.4$4,668.1

Infratil Assets Book Values

This table shows the book value of

Infratil’s assets

These are prepared in accordance with NZ

IFRS, and are the amounts reflected in

Infratil’s consolidated financial statements.

This generally reflects Infratil’s share of


the net assets of its investee companies,

and includes any goodwill at the

consolidated level.

A separate adjustment has also been made

to the Wellington Airport book value which

also excludes deferred tax.

Other includes Infratil Infrastructure

Property and Clearvision Ventures, and

excludes cash balances and other working

capital balances at the Corporate level.

Year Ended 31 March ($Millions)20222021

CDC Data Centres $259.9 $119.3

Vodafone $177.9 $120.9

Tilt Renewables - $247.3

Manawa Energy $23.6 $18.6

Longroad Energy $246.5 $325.9

Qscan Group $13.8 -

RetireAustralia $26.1 $29.8

Wellington Airport $11.7 $23.1

Other - $12.5

Capital Expenditure $759.5 $897.4

Kao Data $217.9 -

Galileo Green Energy $13.8 $11.8

Gurīn Energy $8.3 -

Pacific Radiology Group $408.8 -

Qscan Group - $309.6

Clearvision Ventures $4.6 $11.0

Investment$653.4$332.4

Proportionate capital expenditure and investment $1,412.9 $1,229.8

Proportionate Capital

Expenditure and Investment

This table shows Infratil’s share of the

investment spending of investee

companies, and investments made by

Infratil during the period.

To illustrate the calculation of Proportionate

capital expenditure, Infratil owns 48.1% of

CDC, CDC’s capital expenditure for the

period was A$509.5 million, and 48.1% of that

is $259.9 million.

Investment undertaken by Infratil for the year

amounted to $653.4 million. This primarily

reflects the investments in Pacific Radiology

Group and Kao Data.

In a year where Infratil acquires a new

investment, this is included under investment.

Thereafter, Infratil records its share of the

investee company’s capital expenditure.

Year Ended 31 March ($Millions)20222021

CDC Data Centres $13.4 $5.8

Vodafone $37.1 $96.7

Tilt Renewables $16.1 $179.6

Manawa Energy $56.7 $51.9

Longroad Energy $53.9 $39.5

Wellington Airport - $38.1

Clearvision Ventures $1.7 -

Net interest($61.2)($67.8)

Corporate & other($68.2)($57.1)

Operating Cashflow $49.5 $286.7

International Portfolio Incentive fee payment($116.2)($41.7)

Operating Cashflow (after incentive fees)($66.7) $245.0

Infratil and Wholly Owned

Subsidiaries Operating

Cash Flows

This table shows the operating cashflows

of Infratil and its 100% subsidiaries.

Cash inflows reflect the dividends,

distributions, interest and capital returns

received from investee companies.

Cash outflows reflect net interest payments

and corporate operating expenses.

International Portfolio Incentive fees paid

during the period include tranche 1 of the

FY2021 incentive fee ($74.4 million) and

tranche 2 of the FY2020 incentive fee


($41.8 million).

3233
Ownership

During the year 1,031,049 shares

were issued under Infratil’s dividend

reinvestment plan at $8.01 a share.

As at 31 March 2022 Infratil had

723,983,582 shares on issue.

Shareholder Returns

and Ownership

Bondholders

In June 2021, Infratil successfully

refinanced $93.9 million of

maturing IFT220’s through the

issuance of $102.4 million of the

new IFT310’s. These bonds hold

a coupon of 3.60% and a

15 December 2027 maturity date.

Infratil initially sought to make an

offer of up to $50 million, with

exceptionally strong demand

resulting in the oversubscriptions

under the offer of $52.4 million.

No other bonds matured or were bought

back over the year, although Infratil has

two maturities in the 2023 financial year.

The next bond maturity is $93.7 million of

IFT190’s in June 2022. During the last year

Infratil has undertaken a review of its bond

programme and anticipates offering

holders a reinvestment option as


outlined below.

2021 saw extremely strong conditions for

issues of corporate bonds, with credit

spreads (the difference between a

corporate borrower’s coupon rate and

wholesale interest rates) reducing to levels

not seen since pre 2007/2008. This,

combined with low interest rates,

supported corporate bond issuers to raise

funds with historically low coupons.

However, the first months of 2022 have

seen inflation take centre stage and

central banks take their first steps to

reverse accommodative policy settings.

The RBNZ has begun raising rates to fulfil

its price stability mandate, with the 5-year

swap rate increased from 1.87% on


30 September 2021 to 3.40% on

31 March 2022. This impact can be seen

in the secondary market yield for the

IFT310’s which were trading at a price of

5.00% on 31 March 2022. This reflects the

strong appetite from retail investors for

bonds issued in the primary market with

materially higher coupons than those


seen in recent years.

Bond Programme Review

The nature of the New Zealand bond

market has changed significantly since

Infratil started issuing bonds, a review was

conducted on Infratil’s issuance process

with the following objectives:

1. Ensure an efficient process exists


for existing bondholders to rollover

their bonds.

2. Create a process that appeals to and

attracts a wide range of investors

through alignment with broad market

preferences.

The review involved dialogue with a wide

range of market participants and has

resulted in the following key changes to

Infratil’s approach:

• Infratil intends to offer existing

bondholders a firm rollover option in

future via an online election process,

removing reliance on manual

application forms.

• When Infratil seeks to raise additional

funds in excess of any rollover, this will

be conducted through a traditional

bookbuild approach with a fixed

timetable, issuance size and indicative

pricing similar to the majority of issues

seen in the New Zealand corporate

bond market.

Infratil has the maturing IFT190’s in June

2022 and the IFT240’s in December 2022

which present the first opportunities to

take this new approach to market.

Infratil’s Bond Maturity Profile

Infratil’s bond maturity profile is set out

below. The goal with the bond maturities is

that they are evenly spread to minimise

refinancing pressure in any one year. With

$1,387 million of bonds on issue, Infratil is

one of the largest borrowers from the

domestic corporate bond market.

0

50

100

150

200

250

300

$ Millions

Perpetual2030 20282029 20232024202720262025

Over the year to 31 March 2022

Infratil’s share price rose from

$7.13 to $8.25. In addition, Infratil

paid two dividends amounting to

18.00 cps cash and 6.03 cps in

imputation credits.

The total return to shareholders for the

year was 18.4%, comprising a 2.4% after

tax (28% tax rate) dividend return and a

16.0% capital gain. The calculation of the

capital gain assumes that all dividends

were reinvested when received, so the

shareholder neither took out, nor invested

any additional cash.

Infratil’s after tax return since listing in

March 1994 has been 18.7% per annum,

and over the last ten years 21.6% per

annum after tax.

A shareholder who invested $1,000 in

Infratil shares on 31 March 1994 and

subsequently reinvested all dividends and

the value of all rights issues (i.e., who

neither took money out nor put money in)

would, as of 31 March 2022 own 15,219

shares worth $122,600.

31 March 2022 31 March 2021

Million


shares%

Million


shares%

NZ retail investors35248.7%3434 7. 4 %

NZ institutional investors21629.8%21129.2%

Overseas investors15621.5%16921.5%

724723

Infratil’s Bond Maturity Profile

(15%)

5%

25%

45%

65%

85%

105%

125%

(35%)-35,000

-15,000

5,000

25,000

45,000

65,000

85,000

105,000

125,000

Annual ReturnAccumulation Index

2092022

20620320020072004200998995

28 Year Track Record

Capital ReturnAccumulation IndexDividend Return

3435
As Infratil’s portfolio has evolved

over time, so has the Group’s

exposure to foreign exchange

(‘FX’), and therefore foreign

exchange risk. This risk principally

shows up in two ways; on Infratil’s

cashflows denominated in foreign

currencies and on Infratil’s asset

carrying values translated from

foreign currencies.

Infratil’s FX cashflow risks relate to its net

investment flows into existing offshore

assets (i.e., capital calls and dividends),

and more materially, the forecast cost


of any acquisition, or divestment of a

foreign asset.

Infratil’s FX translation risk relates to the

Group’s exposures to FX rate movements

on assets and liabilities denominated in

foreign currencies, creating unrealised FX

gains or losses which impact Infratil’s net

asset position. While these positions


are unrealised, due to the size of the

underlying assets they do present the

most material currency exposure


for Infratil.

Infratil’s FX hedging policy’s core objective

is to preserve available liquidity sources

and reduce the overall cashflow volatility

of the Group due to movements in FX. This

means Infratil seeks to hedge cashflow

risks related to its net investment flows

into existing offshore assets or relating to

acquisitions or realisations where

management is satisfied a transaction has

a high probability of occurring.

At present Infratil does not hedge its FX

translation risk, however Infratil does seek

to manage its overall currency exposure

as the portfolio composition evolves, with

an objective of maintaining a balanced

currency mix. The utilisation of foreign

currency denominated debt facilities is a

tool that management will use in future to

help smooth the Group’s overall currency

exposure. For example, Infratil now has

access to A$415 million in undrawn

revolving credit facilities which would act

to partially offset any Australian asset

positions, while a number of Infratil’s

investments also borrow in their respective

local currencies.

Infratil’s investment thesis is based on the

premise of pursuing high conviction

strategies. Given the existing unhedged

position of the portfolio, we believe the

best approach is for investors to be aware

of the global exposures Infratil now

provides particularly to the Australian

dollar (‘AUD’) and for each investor to have

the freedom to manage this in the context

of their own individual portfolio

composition and objectives.

Translation Impact

Infratil’s most material currency exposure

is AUD due to its investments in CDC Data

Centres, RetireAustralia and Qscan Group.

As of 31 March 2021, the carrying value of

these investments was A$2.82 billion, or

NZ$3.08 billion when translated at the

year-end rate of 0.9182.

Holding the opening investment value

constant (i.e., not taking into account any

movements in the underlying assets)

through the course of the year the NZD

value fluctuated between $2.91 billion

(down $168.6 million; 5.5%) and


$3.08 billion (the opening position was the

highest value of the year) with the total

opening investment position ending the year

down $34.8 million, a 1.13% unrealised loss

over the 12 months.

As further context the NZD/AUD exchange

rate is currently trading towards the top end

of its 20-year range, but it has not

appreciated in a linear fashion over those


20 years. Displaying a period of steady

appreciation (2000-2005), followed by a

period of decline (2005-2011), a sharp

appreciation (2011-2013). Since recovering

back above 0.9000 in 2013, it has spent

most of its time trading between 0.9000-

0.9500 with very brief periods spent above

or below these levels.

Infratil has not been able to establish a clear

historic correlation between its most material

currency exposure (NZD/AUD) and its market

capitalisation. This is not unexpected given

the variety of underlying value drivers and

external market factors that influence the

Infratil share price, however this will continue

to be monitored over time.

As at 31 March 2022, 47% of Infratil’s assets

were denominated in New Zealand dollars,

45% in Australian dollars, 5% in United States

dollars and 3% in Euros and Pounds. This

excluded cash balances held at the corporate

level which are held in NZD.

2,800

Unhedged AUD Investments

2,850

2,900

2,950

3,000

3,050

3,1001.000

0.990

0.980

0.970

0.960

0.950

0.940

0.930

0.920

0.910

0.900

03/202104/202105/202106/202107/202108/202109/202110/202111/202112/202101/202202/202203/2022

NZD/AUD

NZD/AUD

$NZ Millions

Carrying value of Infratil’s Australian Investments

Unhedged AUD InvestmentsNZD/ AUD

Foreign Currency

Exposure

Manawa Energy’s Pātea Dam, Taranaki

3637
Committing

with energy

We have an obligation to protect and

foster physical environments. We look to

invest in ways that contribute positively to

global decarbonisation and that hasten the

transition to a low-carbon economy. We are

strong advocates for societal responses to

climate change.

37

38
0

5

10

15

20

25

30

35

GW

2015201620172018201920202021202220232024

AustralasiaNorth AmericaEuropeAsia

Infratil has consolidated its position

as a global player in renewable

energy generation and supply, at a

time where we are seeing

continuing changes to weather

patterns, unsustainable levels of

carbon emissions requiring

unprecedented government policy

alignment across the globe, and

significant challenges to global

energy security.

The commitment to achieve net-zero

emissions by mid-century has

dramatically shifted over the past


two years with the global coalition for

net-zero emissions growing. India is the

most recent major emitter to announce a

net zero goal. Together with China,


the EU, and United States, these four

regions represent more than half of global

greenhouse gas emissions. But, despite

this, the Nationally Determined

Contributions (‘NDCs’) – as required by

the Paris Agreement and which set out

countries’ planned combined emissions

reductions by 2030 - still fall far short of

the level of ambition needed to achieve

the 1.5 °C goal.

We believe more action will be needed

because the impacts of climate change

will be catastrophic without abatement,

and even incremental increases will be

devastating, impacting at first the world’s

most vulnerable communities.

Alongside the huge cost to communities,

the economic impacts will be profound.

Climate related economic losses have

increased sevenfold from between


the 1970s’ to the 2010s’, rising from

US$49 million per day to US$383 million

per day on average in 2019.

To meet our required targets, nothing less

than a complete transformation of how we

produce, transport and consume energy

is needed.

At a global level, renewable energy

technologies are the key to reducing

emissions from electricity supply. The

share of renewables in total electricity

generation globally is forecast to increase

from 29% in 2020 to over 60% in 2030

and to nearly 90% in 2050. To achieve

this, annual capacity additions of wind and

solar between 2020 and 2050 will be


five-times higher than the average over

the last three years.

Alongside the urgent environmental

drivers of change, lies geopolitical

upheaval and realignment. The Ukrainian

crisis has only re-highlighted the

geopolitical risks surrounding energy

security and the interconnected nature of

global energy markets. Governments are

becoming increasingly interventionist with

energy policies being changed with the

stroke of a pen, as governments seek to

tackle decarbonisation and energy

security agendas.

In Europe, following the Ukrainian invasion,

the EU launched a plan to fund a transition

away from Russian gas by two thirds by

the end of 2022 and on all Russian gas by

2027. The plan will also assess whether

markets are fit for purpose in delivering

both decarbonisation and energy security

agendas. Germany has announced the

intention to bring forward its 100%

electricity grid ambitions by 15 years to

2035 as a result of the Ukrainian conflict.

The challenges outlined require a global

focus and combined response. We expect

to invest more in this sector over time,

capitalising on our early start, through our

existing businesses and new ones we

expect to establish in the future.

The International Energy Agency

estimates that to reach net zero emissions

by 2050, annual clean energy investment

worldwide will need to more than triple by

2030 to around $4 trillion. Combined with

the energy security challenges this

represents one of the largest investment

opportunities in history. Enormous

amounts of capital are now being

mobilised and are coming into the sector.

This includes investment in technology,

and direct investments in generation fleet

and capacity.

We see the next steps including large

increases in electricity demand due to a

strong electrification of transport and heat

sectors. The increase of electricity

demand, combined with the reduction of

electricity generation from fossil fuels will

result in a big gap in power generation

which will need to be filled by a mix of

low-carbon generators.

Infratil was an early investor in the

Renewable Energy sector, with its first

investment being an investment in

Manawa Energy in April 1994. Today, we

have a genuinely global footprint with

activity across 26 markets and a total

development pipeline of over 20GW.


Our approach has been deliberate,

establishing local presences in

Australasia, North America, Europe and

Asia backed by a global perspective.


This allows us to optimise our capital

investment as markets shift, while also

addressing market, timing, weather and

technology risks. Our investment thesis

was reinforced following the sale of Tilt

Renewables during the last year, as we

saw the value that markets are placing


on quality assets with significant growth

potential.

Renewable Energy

A global platform

Platform development

pipeline by region

Infratil’s Renewable Energy platform

currently has a development pipeline of


over 20GW across across 4 continents

and 26 markets.

The sale of Tilt Renewables during the year

included its 5GW Australasian pipeline.


This was replaced by over 6GW across

Asia and Europe. Over time we expect to

rebuild our Australasian pipeline.


Annual clean energy investment

required in the net zero pathway

In its Net Zero by 2050 Roadmap for

the Global Energy Sector, the

International Energy Agency estimates

to reach net zero emissions by 2050,

annual clean energy investment

worldwide will need to more than triple

by 2030 to around US$4 trillion.

Clean electricity generation, network

infrastructure and the electrification


of end-use sectors are key areas for

increased investment. Enabling

infrastructure and technologies are


also vital for transforming the energy

system.

Australasia

North America

Europe

Asia

$0

$1

$2

$3

$4

$5

USD Trillions

201520302050

Low-emission fuelsElectricity GenerationEnergy InfrastructureEnd-Use

Low-emission fuels

Electricity Generation

Energy Infrastructure

End-Use

39

Forecast

Source: The International Energy Agency's Net Zero by 2050 Roadmap for the Global Energy Sector

41
Amid the ongoing challenges of

Covid-19, persistent below-

average inflows, and sustained

regulatory uncertainty, Manawa

Energy – Trustpower’s new name -

successfully separated over a

quarter of a century of integrated

retail operations during the year

with the completion of its retail

business sale to Mercury on

1 May 2022.

This achieves the objective Manawa set

out over a year ago – to transition to a

standalone renewable generation

business. Many years of work went into

setting up this business for a strong future

and this was reflected in the $467 million

sale. The retail operations were in strong

shape, thanks to significant efforts to

maintain momentum in growth and

customer service through the transition.

The sale saw approximately 238,000

customers nationwide, across a diversified

portfolio of services including electricity,

gas, broadband and mobile, sold to

Mercury.

At the operating level, Manawa achieved

EBITDAF of $204.2 million, up from

$200.2 million in the prior year.

Generation volumes across both its North

and South Island assets were 1,760GWh

– an increase of 3% on last year.

Generation production volumes across

both the North and South Islands were

1,760GWh – an increase of 3% on last year.

Inflows were up on FY2021’s record low,

although they remained materially lower

than average. However, work on asset

enhancements delivered additional output

which contributed to the 52GWh increase.

Manawa Energy

Infratil 51%

Tauranga Energy Consumer Trust 27%

Public 22%

Year ended 31 March20222021

Retail electricity sales 1,819GWh 1,824GWh

Generation 1,760GWh 1,708GWh

Average Generation spot price 16.6c/kwh 14.4c/kwh

Total Utility Accounts431,000 421,000

Generation EBITDAF $159.7m $156.7m

Retail EBITDAF $44.5m $43.5m

Total EBITDAF $204.2m $200.2m

Capital expenditure $46.3m $36.2m

Net external debt $739.4m $726.8m

Infratil’s cash income $56.7m $51.9m

Fair value of Infratil’s investment $1,126.2m $1,314.7m

This was achieved despite the challenges

of Covid-19 to safely deliver scheme

upgrades, including major maintenance

and asset renewals at Waipori, installing a

new generating unit runner at Coleridge,

and a new infiltration gallery intake at

Branch River that will yield an additional


10GWh a year.

The retail business contributed EBITDAF of

$44 million, up slightly from the prior year,

reflecting its ongoing strong performance.

The mass market retail business saw net

customer growth over the year and

maintained customer retention rates

above market average.

Manawa continues to service around 680

commercial and industrial customers at

more than 14,000 electricity connections

nationally. In FY2022, 1,219GWh of

electricity was supplied to these

customers, over 65% at the wholesale

spot price. The aim is to meet more of this

demand from Manawa’s own generation

portfolio, while working alongside its

customers to help them make informed

decisions about energy consumption,


load management and costs.

The commercial and industrial customer

segment shows strong growth potential.

Increased demand for renewable energy

from new industry as well as further

development in existing industry is

forecast as businesses look to

decarbonise through electrification


from alternative energy sources.

Over 500 roles shifted to Mercury with

the retail business sale, reducing the

Manawa Energy workforce to around


240 full time equivalent employees.

Staff were provided regular opportunities

for open dialogue and targeted wellbeing

initiatives. Manawa’s approach was

recognised in February with an Excellence

Award in the Health and Wellbeing

category of the HRD Awards,


New Zealand’s leading independent

awards programme for the human

resources profession.

Cobb Power Station, Nelson

40

4243
EBITDAF and Generation

Over the last ten years Manawa

Energy’s hydro generation has mainly

fluctuated with the level of rainfall within

its catchments.

EBITDAF has been relatively flat over


the same period with changes

reflecting generation levels, wholesale

electricity prices, and the contribution

from utility retailing.


Customers and retail

electricity sales

In an intensely competitive energy market,

bundling utility services was a key

ingredient in the retail success of the

Trustpower brand.

Bundling utility products like this has been

attractive to customers, and Manawa

benefitted from customers spending more

and staying for longer. All key metrics in the

retail business, including fibre and mobile

connections, products per customer and

digital uptake, continued to show positive

momentum during the year.

With more than 400,000 accounts across

the country, as of April 2022, the retail

business was in great shape to hand over

and feel confident that with Mercury,

Manawa’s retail customers will be in


good hands.

During our retail sale process and the

transition to Manawa Energy, we engaged

with investors, shareholders, and iwi. We

have spent time understanding the needs

and aspirations of our communities, our

customers, and our people. In addition to

the support and sponsorships we provide to

local communities and environmental

groups associated with our generation

assets, we are committed to deepening our

bicultural maturity.

Our commitment to more meaningful iwi

partnerships begins with our relationship

with Ngati Hangarau. We have been

consulting with Ngati Hangarau for many

years, and in our transition to our new

identity, we have begun to build a more

mutually beneficial relationship based on

our shared heritage and our mutual desire

for Manawa Energy to develop greater

cultural awareness and capability.

Our lakes, rivers and streams not only

provide the capability for us to generate

renewable electricity, they are important to

our communities for recreation and hold

great cultural significance for tangata

whenua.

David Prentice


Manawa Energy

Chief Executive


EBITDAF per unit of generation

and the average market price of

electricity

Historically Manawa Energy’s success

as a utilities retailer has meant that

earnings per unit of generation have

been higher than had the generation

been sold straight into the


wholesale market.

As New Zealand looks to reduce

reliance on controlled thermal

generation, this may increase the

volatility of wholesale prices, increasing

the value of Manawa’s storage and

controllable generation.

0

300

EBITDAF $Millions

50

100

150

200

250

3,000

2,500

2,000

1,500

1,000

500

0

GWh

2013201420152016201720182019202020212022

0

180,000

160,000

140,000

120,000

100,000

80,000

60,000

40,000

20,000

EBITDAF per GWh of generation

18.0

16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0

Cents/Kwh

2013201420152016201720182019202020212022

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

0

GWh

2013201420152016201720182019202020212022

0

450,000

400,000

350,000

300,000

250,000

200,000

150,000

100,000

50,000

Customer Accounts

Electricity connections

Telecommunication customers

NZ retail electricity


sales volume (GWh)

Gas connections

EBITDAF

EBITDAF / GWhNZ Market Price

Following the sale, Manawa is now

New Zealand’s largest independent

(without an integrated mass-market retail

business) electricity generator and

renewables developer, representing about

five percent of the country’s existing

generation capacity with a substantial

portfolio of hydroelectric power schemes.

It is enhancing the value of its existing

generation assets and is currently on track

to deliver more than 67GWh a year of

enhancement uplifts - 55GWh a year of

which have either been completed or are

due to be completed by the end of

FY2026.

The shorter-term focus is to deliver 15GWh

a year of enhancement growth in 2023,

with 10GWh a year from the Branch intake

enhancement project (about to be

completed), 2GWh a year from generator

upgrades at Cobb (to be completed in

January 2023), along with the completion

of Waipori’s Deepstream Phase Two

project (3GWh a year).

A Memorandum of Understanding has

been signed with Hawke’s Bay Airport to

progress the development of a 24MW

solar farm. The development is planned for

otherwise unused airport land (due to

strict height limitations for structures next

to the runway) and utilises Hawke’s Bay’s

high sunshine hours. The solar farm will

power most of the airport’s operations and

other nearby users, generating up to

36,000 megawatt hours a year - the

equivalent of powering 5,000-6,000

homes. The next stage of the development

will be to seek a resource consent and

formalise a Joint Venture Agreement.

Looking ahead, a continued focus from the

Government and industry regulators is

absolutely critical to ensuring that the

energy system provides a platform for

achieving New Zealand’s net zero climate

ambitions.

There is an expectation that most of the

emissions reductions will be enabled by

the energy sector – primarily through

electrification of transport and industrial

process heat, with support from

increasing renewable electricity

generation. Development of the

Government’s National Energy Strategy

during the second half of 2022 will be

important for establishing the roadmap

for the energy sector’s transition

towards meeting these ambitions while

ensuring security, reliability and

affordability of supply.

The Government has acknowledged

that a target of 100 percent renewable

electricity by 2030 is aspirational, and it

intends to review this target in 2025.

Reaching 100 percent renewable

electricity supply will be challenging and

costly. Technology advances in grid

scale solar, wind generation, a better

understanding of the roles of hydrogen

and biomass powered thermal

generation, and further investment by

others in the industry in geothermal, will

all accelerate New Zealand’s

decarbonisation.

The Government is also continuing work

on the Lake Onslow “New Zealand

Battery” project, with $100 million

allocated or spent to date on feasibility,

with a total cost estimate ranging from

$4 billion to more than $10 billion. Lake

Onslow’s huge cost could be better

spent on increasing the overall stock of

renewable generation and improving

the distribution and transmission

network throughout New Zealand.

Provided regulatory settings remain

stable and balanced, Infratil is confident

that Manawa Energy can play a

significant part in meeting the above

challenges.

Generation (GWh)

43

4445
Longroad Energy

Longroad Energy has been

established for five years as a

vertically integrated developer,

owner, and operator of wind,

solar, and storage energy in

the United States, with its

headquarters in Boston.

In addition to developing,

financing, and constructing

renewable energy projects,

Longroad Energy provides

operations and asset management

services to wind and solar projects

across the United States.

Since its inception, it has developed and

acquired 3.2GW of renewable energy

projects, of which 1.8GW have been sold

and 1.4GW retained. By 2026, it is aiming


to have developed or acquired 8.5GW of

renewable energy projects. If Longroad


was a New Zealand generator, that would

represent around 85% of the country’s total

current generation capacity.

Longroad’s plan for the next three years

through to the end of 2024 is for the

development of 4.5GW over that period –

delivering around 1.5GW a year. These

targets are inclusive of storage capacity.

The last year was challenging with supply

chain constraints and significant

inflationary pressures on inputs such as

steel, photovoltaic (‘PV’) panels and

lithium. The goal of the years 2021/22 of

commencing construction of 1.8GW of


1.8GW across 12 projects was impacted,

while Longroad reached commercial

operations on just two projects in 2021.

As at 31 March20222021

Owned operating generation1,652MW1,053MW

Generation managed for others1,875MW1,873MW

Total Generation developed in year530MW1,751MW

Generation under construction26MW530MW

Near-term pipeline1,271MW

Long-term pipeline12.4GW7.7GW

Employees142128

Net Debt (US) - 31 December 2021$951.4m$852.6m

Captial Expenditure (US) - year to 31 December 2021$451.3m$710.8m

Infratil’s aggregate investment amount (NZD)$279.5m$220.8m

Aggregate capital returned (NZD)$287.2m$224.2m

Infratil’s cash income (NZD)$54.0m$39.5m

Infratil’s book value (NZD)$90.5m$44.9m

Fair Value of Infratil’s investment (NZD)$235.8m$136.2m

Pleasingly, of the 12 projects targeted for

2021/22 none have been terminated none

has been terminated, and the capital

discipline shown by the Longroad team

has allowed for a number of these projects

to be reworked given the global supply

chain impacts. Balancing those supply

chain impacts and cost pressures, higher

pricing for renewable energy is expected

to maintain the economics of Longroad.

One of the projects that achieved

commercial operation during the period

was the 200MW Sun Streams 2 solar

project in Maricopa County, Arizona.


The Longroad team acquired the project

from First Solar as a construction project in

2021, then managed completion of

construction post acquisition and arranged

project-level financing. The project has a

long-dated power purchase agreement

(‘PPA’) with a high credit-quality off taker

and contract structure which effectively

removes irradiance risk (the amount of

solar energy captured).

As part of the same transaction, Longroad

acquired two even larger projects: Sun

Streams 3 (500MW) and Sun Streams 4

(790MW) projects. These are in mid-

stage development in the Longroad

pipeline so entail more work and risk to

bring to fruition, Longroad expects higher

profits in return.

The global supply crisis is likely to continue

to impact the pace and cost of

development, with continuing impacts on

project completion, and inflation causing

project developers and power purchasers

to re-evaluate economics and schedule.

Longroad benefits from having been in the

market for five years and building strong

relationships with key suppliers. It also

benefits from its focus on developing

generation in high-value markets which


can drive premium values.

Infratil 40%

New Zealand Superannuation Fund 40%

Management 20%

The 243MW El Campo wind farm, Texas

4647
The outlook remains encouraging with

significant industry tailwinds. While

President Joe Biden’s Build Back Better

initiative failed to secure a Congressional

majority, the reintroduction of climate

legislation is possible – although

Longroad’s assumptions are based on it

not occurring. But as has been the case

for decades when Washington has failed

to support clean energy policy, state

level support mechanisms in key states

like California continue to strengthen.

There is also significant impetus driven

from the business community with

corporate buyers of renewable energy


at an all time high with over 31GW

purchased in 2021.

Competition is high across the sector in

the United States. A rush of capital into

the market makes for stronger

competitors with more dollars to spend

on assets and development. This

increasing competitive intensity is

prompting Longroad to make a strategic

shift to primarily “develop-to-own” to

build scale which will assist it to

maximise its competitive position. It

currently has operating assets of 1.4GW.

With the growth targeted the next five

years, it could own around 8.5GW of

operational assets by the end of 2026.

This will enable Longroad to enjoy

benefits of greater scale, including

improved purchasing power on solar

panels, turbines and batteries, the

operating ballast to maintain a larger

development pipeline, and heightened

optionality to optimise its asset fleet,

including the option to bundle projects

for full or partial sale.

This strategic shift will require around

US$8 billion in investment, US$ 1.2 billion

of which would come from Longroad’s

shareholders. Longroad, with the support

of its shareholders, has initiated a

process to assess new minority

investor(s) to give Longroad further

flexibility and strategic options in the

future as this scale builds. It is currently

looking to raise around US$500 million

of new capital with the process expected

to be completed by mid-2022.

Even without climate legislation, the

range of wind, solar and storage forecast

growth out to 2030 is around 40-45GW

per year. Longroad’s development

pipeline of 1.5GW a year represents

3.5-4.0% of market share. Since 2018,

its market share has been 3.7%.

Longroad’s focus on higher value markets

means it enjoys higher than industry

profit levels on a dollar per kilowatt basis.

Given that its pipeline is largely focused

on these same markets, the expectation

is that this will continue, even accounting

for increased competition

Infratil remains very optimistic in the

investment thesis, based on Longroad’s

track record, pipeline, and team. It is

well-positioned in a key geography, with

high-quality platform and operating

assets, built-in growth through its

development portfolio, and a proven

team.

Our robust ESG policy is a critical success

factor for creating and sustaining long-term

value for all of our stakeholders. We strive to

use natural resources responsibly and to

minimise the environmental impact of our

business activities.

Our culture and values are rooted in respect,

integrity, community, excellence and

teamwork and our operating principles are

founded on making and honouring well

thought out commitments and doing what

we say we are going to do.

Longroad Energy employees are our most

valuable asset. We are committed to their

development and well-being. We believe it is

important to stay connected and involved in

the communities in which we work and live.

We also like to engage with vendors and

suppliers who operate using socially

responsible business practices.

Longroad Energy is committed to doing the

right thing, conducting ourselves in a legal,

ethical, and trustworthy manner, upholding

our regulatory obligations, and complying

with all laws. We have a code of conduct that

provides mechanisms to prevent dishonest

or unethical conduct, and fosters a culture of

transparency, honesty and accountability.

This code of conduct outlines the

responsibilities of our employees, including

ensuring that our suppliers are aware of their

obligation to conduct themselves in a legal

and ethical way.

Paul Gaynor


Longroad Energy

Chief Executive


Project2022TechnologyMW

Sun Streams 3ArizonaSolar & Storage 500MW

PittsfieldMaineSolar 7MW

Three CornersMaineSolar 150MW

UmbrielTe x a sSolar 200MW

FoxhoundVirginiaSolar 108MW

Milford Wind Repowering 1UtahWind 204MW

Milford Wind Repowering 2UtahWind 102MW

Longroad Energy

near-term pipeline

The following projects represent the

projects Longroad expects to bring to

FNTP (Full Notice to Proceed) in the

near-term.

Longroad Energy

development pipeline

Longroad is targeting to grow its

operating base from 1.4GW to over


8.5GW in five years by developing and

retaining its pipeline of projects.

Solar1001+MW

Storage0MW - 500MW

Wind

Solar + Storage501MW – 1000MW

47

4849
Galileo saw its development

activities accelerate over the past

year amid an increasing focus on

the renewables transition needed

to combat climate change,

followed in the second half of the

year by exceptional momentum

triggered by security of supply

shocks as a result of the Russian

invasion of Ukraine.

Over the course of last year, the

development pipeline of Galileo doubled,

to over 3.4GW across three technologies

- solar PV, onshore wind and battery

storage, and with a strong geographical

diversification thanks to projects located

in Germany, Ireland, Italy, Spain, Sweden

and the United Kingdom.

We will bring our first 4 solar PV projects

counting for approximately 30MW in Italy

to “Ready-to-build” status by end of the

current financial year.

The accelerated pipeline growth was

mainly achieved on the basis of joint

development agreements with

professional local partners, both in terms

of the expansion of existing agreements,

and through the implementation of


new ones.

Europe is a very large, and in the main,


a cohesive market with internationally

leading policies and commitments. Over

the next eight years, renewable energy is

set to increase its contribution to Europe’s

power mix by around 900 terawatt hours

(an increase of over 50%), providing over

60% of the electrical energy consumed


in 2030.

The war in Ukraine is posing significant

strategic questions for Europe regarding

the security of future energy supply,

especially in Germany. With reliance on

Russia at a historic high, European

economies face the double challenge of

boosting renewable energy and, at the

same time, finding a transitional energy

source that is different from Russian gas.

The size of the challenge is huge: in 2021,

the EU imported more than 40% of its total

gas consumption, 27% of its oil imports

and 46% of its coal imports from Russia,

representing 62% of total EU imports from

Russia, at a cost of nearly €100 billion.

The distributed nature of new renewable

infrastructure assets – predominantly

wind and solar PV power plants - means

bringing local communities with us is a

major facet of any project. A new wind

farm, for example, in parallel to the many

economic and ecological advantages, can

be considered intrusive and a significant

change to an existing local environment.

Part of the role of my team is to engage

early on in discussions with communities,

local businesses and energy customers

about the virtues of renewable power

generation, the possibilities to adapt the

project to the specific context and about

how to make local stakeholders participate

in it.

We are convinced that projects will

proceed faster and hold for longer if they

can integrate within the communities

which are hosting them.

Communicating and engaging with local

communities in a transparent and fair

manner is crucial if we are to get the

buy-in and the licence to build and operate

new renewable power plants. We do know

that compensation can be part of the mix

– such as clean energy for a local school or

other community facilities. Where we can,

we will involve locals as co-investors in our

projects and select local businesses as

service providers to support during the

operational life of the plants. Long-term

participation and fair partnerships are key

ingredients of our development approach.

Ingmar Wilhelm


Galileo Green Energy

Chief Executive


Galileo Green Energy

Liquified natural gas from the United

States, Norway and North Africa will play

a role in the diversification of gas

imports, but the EU’s ‘RePower’ plan

proposes moving considerably faster on

wind and solar power. Recognising some

of the bottlenecks which hinder the roll

out of renewable energy projects, the

plan is encouraging fast permitting for

renewable energy projects. Power

purchase agreements is another

identified area where guidelines on

counterparty risk mitigation at the EU

level could accelerate change and

ensure the most efficient development.

European countries are also moving to

address the transmission challenges

from the shift to renewables. If the

historic generation fleet in Europe,

dominated by very large fossil and

nuclear units meant a few thousand

generation facilities were spinning

across the continent, new wind and solar

generation plants will translate into

millions of generation units with many

being close to both populations and

industry. There will be huge demand for

storage facilities of various kinds,

providing secure, 24-hour power supply

across weeks and months. There will also

be significant developments required in

software and data collection, as well as

processing required to optimise a much

more complex energy system.

The increasingly complex context brings

uncertainties and risks on various fronts.

However, it also confirms the growth

opportunities and investment thesis

behind the establishment of Galileo’s

plan to become a major European

renewable energy developer, investor

and owner. The specific focus of Galileo

to develop agile interdisciplinary

competences to cover all phases of the

project-lifecycle has gained even more in

relevance over the recent months.

Galileo’s growth plan foresees a ramp-up

to 300MW - 500MW of investable new

projects per year. Supporting this is a

target pipeline of approximately 20GW

of quality projects by 2026, with wide

technological and geographical

diversification.

Two of the unique initiatives Galileo is

currently progressing are a joint venture

to develop over 2,000MW of onshore

wind projects across Sweden, Scotland

and Wales, and a single 500 MW

offshore wind project in Italy.

In a challenging consenting environment

for onshore wind projects across Europe,

the importance on focusing on quality

projects with quality partners is critical.

Together with an entrepreneurial partner

in a joint venture called GGE Nordics,

Galileo has developed a strong and

diversified portfolio of potential projects

across Sweden, Scotland and Wales.

With continued diligence and

stakeholder engagement, Galileo

anticipates positive outcomes on a

number of projects, ranging from some

dozens of MW to several hundreds of

MW per single project.

Located in Southern Italy, the floating

offshore wind project is currently under

development by Galileo jointly with an

experienced entrepreneur and local

developer. It is currently one of the most

advanced projects in the Mediterranean

Sea. With this first development, Galileo

positions itself in a nascent offshore

wind geography, driven in particular by

promising advancements of the floating

offshore wind technology.

Galileo has built up a core team of

around 30 people, with another 20

energy and development experts

involved in its Nordic joint venture. With

another 11 joint development agreements

across Spain, Italy, Germany, Sweden,

the UK, Ireland and soon Poland, an

additional 100 people are currently

involved in building out Galileo’s

development pipeline.

Infratil 40%

New Zealand Superannuation Fund 20%

Commonwealth Superannuation Corporation 20%

Morrison & Co Growth Infrastructure Fund 20%

5051
In September 2021, Infratil

announced a commitment of

US$233 million to establish Gurīn

Energy, a renewable energy

development platform

headquartered in Singapore which

is focused on developing

greenfield renewable projects

across Asia.

Asia presents a significant opportunity

for Infratil to enter markets which are

following a ‘transition to renewables’

roadmap similar to the ones ongoing in

Europe and North America. Markets

across Asia are characterised by

combined tailwinds of demand growth, a

growing commitment at national levels to

decarbonisation and an increasing desire

to reduce dependency on imported fuels

as well as build self-sufficiency and

security of supply.

It is estimated that the Southeast Asia

region alone needs US$2,000 billion

worth of investment by 2030 to build

renewable generation, transmission and

sustainable infrastructure to reduce

greenhouse gas emissions in line with

Paris-accord commitments.

The Asia and Pacific region accounts for

more than half of global energy

consumption, with 85% of that regional

consumption coming from fossil fuels.


Yet, one tenth of the over 4 billion people

in the region, lack access to electricity,

and many more rely on traditional biomass

use (such as wood combustion) for

cooking and heating.

The breadth of the Asian market allows us

to diversify Infratil’s risk profile, both from

geographic and technology perspectives.

Together with the US, European and


New Zealand platforms, the investment in

Gurīn demonstrates Infratil’s global

commitment to combatting climate

change and extends our ability to

manufacture quality renewable energy

assets to Asia at a time when investor

demand for these sorts of assets is only

increasing.

Gurīn will invest in the development of

wind and solar PV energy projects, and

storage solutions across Asia, including

Southeast Asia, North Asia and India. It is

rapidly progressing an initial pipeline of

projects at various stages of development

and is currently focused on two prime

opportunities – a significant Singapore

renewable project and a South Korean

development - while also progressing

opportunities in Japan, India and

Philippines.

All these markets are currently heavily

dependent on imported fossil fuels and

exposed to price volatility and security of

supply risks.

Singapore faces a number of challenges

as it looks to boost its renewable energy

capacity in order to achieve the nation’s

net-zero targets, while decreasing its

dependency on imported fuels. While

Singapore receives plenty of sunshine, it

lacks the land to build large solar energy

projects. What’s more, Singapore’s

average wind speed is less than the

minimum needed to operate wind

turbines and it lacks a river system


that could harness hydro power - its

electricity system is currently 95% reliant

on natural gas, all imported.

Singapore has recently launched an

ambitious scheme that will see it work

with other Southeast Asian countries

– and in time, Australia - to produce and

import low-carbon energy, setting a

target to import around 30 per cent of its

electricity from low carbon sources by

2035. The process began in November

last year when it launched a tender

process for the import of 1.2GW of

low-carbon electricity.

Gurīn is part of a consortium tendering


to deliver a large-scale solar generation

solution located in Indonesia with a

significant battery storage component to

be able to deliver 300MW daily to the

Singapore grid. The overall investment

for this component is expected to be

around US$2.5 billion if the project is

selected to proceed. Much of this will


be financed by debt, but it would still

require significant equity from Gurīn and

its partners.

South Korea’s energy sector is also

characterised by the dominance of fossil

fuels in the energy mix and a strong

dependence on energy imports. With

such a high dependency of energy

imports, the country is extremely

vulnerable to changes in the global

energy market, including a rise in prices

and a supply-demand imbalance.

To accelerate the transition to low-

carbon energy, the government is

prioritising innovation in demand-side

management and the pursuit of a clean

and safe energy mix. The Korean

government has committed to

increasing the share of renewable

electricity to 20% by 2030 and to

30-35% by 2040; to gradually phase-

out coal and nuclear from the energy


mix while significantly improving energy

efficiency; and to foster the country’s

nascent hydrogen industry.

Gurīn is currently progressing a 297MW

solar development in South Korea. The

joint venture has leased land and is now

progressing environmental assessments

and consents.

The Philippines opportunity involves a

strong local team working on three solar

PV projects totalling 180MW, of which

one is operating, one is about to start

construction and one is in the late stages

of development.

Our executive remuneration is dependent on

many aspects but meeting ESG

commitments is a key element. An average

of 7.5% of the executive pay of the senior and

mid-level Gurīn team is withheld from their

salary each month until the end of the year

and paid back to team members only if they

have performed on their individual ESG goals.

In addition, an ESG bonus of up to 7.5% of

salary is paid (separate and distinct from any

other KPIs) only if the firm as a whole has met

its ESG objectives.

How that works at a project level will be

illustrated by the Singapore project if our

tender is successful. We have designed the

project around the involvement of the local

community on the land it will be sited on in

Indonesia. If it proceeds, the community’s

participation could be reflected, for example,

via an equity stake in the joint venture. This

would not only assist the project through the

development phase but also reflects the

long-term nature of infrastructure investment

and the importance of relationships within

the communities where we operate. We will

benefit, and so will the local community.

Gurīn intends to replicate this approach as it

looks to work with communities in Indonesia,

the Philippines, South Korea and elsewhere.

Assaad Razzouk


Gurīn Energy

Chief Executive


Gurīn Energy

Infratil 95%

Management 5%

5253
Connecting

with the future


We invest in businesses that connect people

and communities. Our goal is to encourage

human interaction, to increase communication

and to have positive impacts on communities.

We seek to do this responsibly and in

accordance with social standards.

53

5455
Global demand for digital

infrastructure is accelerating with

the outlook remaining strong.

New uses for technology and ways

of working – as economies and

communities have adjusted their

work and life patterns under the

covid pandemic – are only

accelerating this trend.

Alongside the impacts of Covid-19,

countries across the world are placing

renewed emphasis on the security and

integrity of their digital services and the

heightened role digital technologies play

in providing resilience. As disruptions

occur in places like Europe, it only

reinforces to governments, business and

communities the need for secure and

reliable digital infrastructure - connectivity

and data storage - to support economic

growth and social service delivery as well

as facilitating basic communication.

Business activity growth is continuing to

generate new workloads and data needs.

Public and private sector organisations

continue to migrate workloads off premise

for security and operational efficiency.

These workloads are moving to co-

location or cloud environments,

benefitting data centre and fibre

operators. More and more we see

organisations on multiple platforms for

regulatory and internal purposes, resulting

in greater need for connectivity and data

sharing across networks, offices,

campuses, and with peers.

Additionally, the constant of technology

innovation and new consumer needs -

with the expansion of gaming,

autonomous vehicles, the internet of

things (IoT), to name a few - requires

dense and decentralised digital

infrastructure going forward.

Data creation across the globe defied the

systemic downward pressure applied by

the Covid-19 pandemic on many

industries. The Global DataSphere, which

is the amount of data created, captured,

and replicated in any given year across the

world, is expected to more than double in

size from 2022 to 2026.

Global data traffic has also expanded

exponentially, increasing tenfold from


31EB (an exabyte (EB) is one billion

gigabytes) per month in 2012 to 300EB

per month in 2021. Global public cloud

spend has tripled from US$145 billion in

2017 to US$411 billion in 2021. Lit capacity

more than tripled on many international

fibre optic cable routes between 2016


and 2020. The examples go on.

Infratil is well exposed across the digital

ecosystem with our investments in fibre,

subsea connections, wireless

infrastructure, and data centres. Our most

prominent investments are our 48% stake

in CDC Data Centres and a 50% stake in

Vodafone New Zealand, while the last


year saw us invest over $200 million

in London based data centre operator

Kao Data.

Infratil invested early in these trends when

it acquired its stake in CDC Data Centres

in September 2016. Infratil’s investment

rationale at the time was that this would

provide an “attractive entry point into an

infrastructure growth sector. Data centre

capacity demand growth is being

supported by two substantive trends;

significant increases in data storage and

computing capacity, and the on-going

outsourcing by Government and

businesses of their data storage and

computing requirements”.

Infratil’s investments continue to be

supplemented by our US$50 million

commitment to Silicon Valley based

Clearvision Ventures. The strategic

objective of this investment is to help us

identify and engage with technology

changes that will impact our investments.

Clearvision is currently focused on

investing in companies that can apply

innovations in IoT, Big Data, and Security

technology, to drive meaningful

disruptions in energy and infrastructure

sustainability, and establish clear category

dominance and leadership.

Looking ahead, we expect to see

continued acceleration of digital

infrastructure demand worldwide. Global

data traffic is expected to triple from


300EB per month in 2021 to 920EB per

month in 2027. Mobile operators around

the world will spend around US$1 trillion on

capex for 5G deployment between 2020

and 2025. Over US$8 billion worth of


new subsea cables are expected to

enter service between 2021 and 2023.

US$1.3 trillion of investment is expected


to be spent on data centres by data centre

operators and hyperscalers around the

world between 2021 and 2026.

Investor sentiments remain favourable as

well. According to a recent BCG survey,

almost 60% of investors expect to

increase investment allocation to digital

infrastructure, the highest among all

infrastructure asset classes.

This can be seen in the growth of data

infrastructure transactions over the last

six years, with over US$150 billion in

transactions happening in 2021 alone.

Fixed Line

Wireless

Data Centre

Other

Number of Data Infrastructure

transactions

Digital infrastructure transactions

continue to increase globally, with

investors particularly focused currently


on mobile towers, data centres and

fibre networks.

According to infrastructure news, data,

and analytics platform, Inframation, over

300 Digital Infrastructure transactions

took place in 2021. This was up from under

50 in 2016, the year we acquired our initial

stake in CDC and made our first

commitment to Clearvision Ventures.

Digital Infrastructure

Connecting with the future

CLEARVISION

CLEARVISION

Global data traffic (EB/Month)

Total global mobile data traffic –

excluding traffic generated by fixed

wireless access (FWA) – was estimated

to reach around 65EB per month by the

end of 2021, and is projected to reach

288EB per month in 2027. Including

FWA traffic, this takes the total mobile

network traffic to around 80EB per

month by the end of 2021, and 370EB

per month by the end of 2027.

In 2027, it is estimated 5G networks will

account for nearly half of all mobile

subscriptions and carry 62% of the

world’s smartphone traffic.

It is estimated that 5G networks would

cover over 2 billion people at the end of

2021. By end of 2027, it is estimated

that 5G population coverage will have

reached around 75%.

Mobile Data

Fixed Data

0

1,000

900

800

700

600

500

400

300

100

200

1EB = 1 billion GB

2012201320142015201620172018201920202021202220232024202520262027

Mobile DataFixed Data

Source: Ericsson Mobility Report

0

350

300

250

200

150

100

50

201620172018201920202021

Fixed LineData CentreWirelessOther

Source: Ericsson Mobility Report

Source: Inframation: infrastructure news, data, and analytics platform

55

5657
The last 12 months was a year of

execution on a number of

substantial capital developments.

CDC is poised to bring online

significant new capacity which has

been developed in Auckland,

Sydney and Canberra – increasing

CDC’s total built capacity by over

60%. This represents a step

change in the scale and

opportunities of the business. A

significant portion of this capacity

is already contracted and will

therefore become immediately

income generating.

Across most infrastructure sectors, supply

chain shortages, labour shortages and

inflationary pressure have made the

management of capital developments

challenging and complex. CDC was not

immune to these dynamics but has been

able to manage these pressures well. Its

partnerships with local contractors on

each of its developments has meant it was

less impacted by pandemic-imposed

travel restrictions than might otherwise

have been the case. CDC’s execution

excellence focus has resulted in no

significant cost escalations in its data

centre developments to date.

At the close of FY2022, CDC’s total

operating capacity was 164MW. By mid

FY2023, it expects to have 268MW of

capacity.

CDC delivered another strong financial

performance in FY2022 that was in line

with expectations, with higher revenues

and a measured increase in functional

capabilities resulting in an EBITDA of

A$161.2 million.

With new capacity on track to be delivered

and become revenue generating by mid

year, FY2023 growth is expected to be

above trend.

CDC Data Centres

Infratil 48.1 %

Commonwealth Superannuation Corporation 24.05%

Future Fund 24.05%

Management 3.8%

Year ended 31 March20222021

Data Centre capacity (built) 164MW 164MW

Capacity under construction 104MW 104MW

Development pipeline 436MW 286MW

Weighted average lease term with options (years) 21.6 14.4

Rack utilisation 75.3% 69.2%

Target PUE 1.20 1.20

EBITDAF A$161.2m A$147.3m

Net profit after tax A$286.6m A$234.2m

Capital expenditure A$509.5m A$231.9m

Net external debt A$1,518.9m A$1,098.5m

Infratil’s cash incomeNZ$13.4m NZ$5.8m

Fair value of Infratil’s investment NZ$3,117m NZ$2,401m

CDC’s customer base is displaying high

loyalty driven by the quality and security


in its facilities. Alongside that is significant

interest from global managed service

providers interested in securing


long-term contracts in both Australia and

New Zealand. Both factors have resulted

in CDC’s weighted average lease expiry

increasing materially year-on-year. CDC

expects to see re-contracting for longer

tenures going forward in recognition of the

significant logistical and business

considerations associated with relocating

from a data centre.

Infratil’s investment in CDC is now valued

between A$2.78 billion to A$2.91 billion,

up from A$2.14 billion to A$2.30 billion


12 months earlier. Key changes to the

valuation were the inclusion of new

planned facilities in Melbourne, the

inclusion of new contracts signed during

the period, and a reduction in the discount

rate from 10.31% to 9.75%, as construction

underway nears completion.

The long-term outlook for data centres

remains positive with considerable new

demand anticipated due to a number of

drivers. Many countries are seeing critical

infrastructure regularly targeted by

malicious cyber actors seeking to exploit

victims for profit, impacting essential

services. Russia’s aggression against

Ukraine is exacerbating the heightened

cyber threat environment globally, and


the risk of cyberattacks has increased

significantly on networks, either directly


or inadvertently. Governments in many

jurisdictions are moving to ensure

essential services are resilient and

protected.

The impact of Covid-19 alongside the

increasing geopolitical uncertainty has

prompted the Australian Government to

significantly expand the number of sectors

it designates as ‘National Critical

Infrastructure’ to manage the increasingly

complex national security risks of

sabotage, espionage and coercion.

What is deemed ‘critical infrastructure’

previously covered the ports, water,

electricity and gas sectors. In March 2022,

legislation passed in the Australian

Parliament expanded it to include services

that are essential for everyday life such as

energy, communications, water, transport,

health, food and grocery, banking and

finance, and government services. It

imposes new security obligations on

entities which own or operate critical

infrastructure assets in Australia, including

where their data is stored, meaning,

meaning there is a premium for highly

secure data storage which is systemically

resilient, as CDC’s facilities are designed

and certified to be.

Alongside the demand for resilience and

security, the global expansion of digital

services is also driving highly accelerated

(if not exponential) growth in demand for

data storage capacity. Significant

technology developments are occurring


in the quantum and high-performance

computing, artificial intelligence and

virtual/augmented reality.

This is creating new demand on top of -

rather than replacing - existing demand.

The global data centre sector is struggling

to meet the demand for these new layers

of capacity. This has led to customers

looking to build their own data centres,

and a number of new, well funded

competitors. However, CDC continues


to be well-placed with its differentiated

high security facilities and excellent

development expertise and track record.

This will augur well for CDC’s ongoing

growth outlook.

1 CDC EBITDAF excludes RMS payments to management shareholders. Accrued payments under this scheme

are included in net external debt.

Hume 4 data centre, Canberra

5859
There is also increasing customer demand

for data centre services which draw from

renewable energy sources providing low

emissions intensity. The Auckland and

Canberra facilities are well positioned in

this respect, as much of the ACT and


New Zealand generation comes from

renewable sources. CDC is also putting

considerable work into reducing the

emissions associated with its facilities in

Sydney.

CDC’s major focus for FY2023 is the

completion of the four new data centres in

Auckland, Canberra and Sydney, which

are on track to be operational before the

end of the first half of the year.

During the FY2022 year CDC has also

secured suitable land in Melbourne to

accommodate a development pipeline of

150MW of potential capacity. The

Melbourne opportunity is exciting as it

enables CDC to deliver more geographic

diversity and expand its ecosystem,

making it highly attractive to existing

clients with data centre needs outside

Canberra and Sydney. CDC will be able to

cater for all its existing customer

segments in Melbourne and

accommodate expected growth in

demand from existing and new

customers.

To reduce the lead time between


demand and development of data

centres, CDC is continuing to source land

for future opportunities. Recent

acquisitions include more land in Canberra

and New Zealand, both of which have

been settled, while also continuing to

explore entering new markets.


Historically, the technology infrastructure

sector has been lagging other sectors

such as finance, public sector and media,

in attracting a diverse workforce.

As digital permeates through all aspects

of our lives, we need to take decisive

steps to ensure that the organisations we

build and scale reflect the communities

and societies we are a part of.

At CDC, we are deliberately seeking


to play an important role in our

communities in being a strong advocate

for greater diversity and inclusion in


all their forms.

Our growing workforce spans a wide

range of age, cultural and linguistic

profiles.

We are proud to invest in building the

next generation of skills, starting with

cadet and graduate positions across

many areas of our business, while also

harnessing diverse ideas, contributions

and learnings from age diversity.

We are also proud of the wide variety of

cultural and linguistic backgrounds in our

business that enhance us as an

organisation, and allow us to better

connect with the communities we are

part of and we seek to make a

contribution to.

Our engagements in the community –

from assisting and contributing to

organisations that help those

disadvantaged, to supporting local

sports, to preferencing local

manufacturers to help create new jobs –

also reflect these diverse perspectives.

This is only the beginning.

As our workforce is growing, we are

doubling our efforts to significantly

increase our diversity and inclusion


and become an employer of choice in the

technology infrastructure sector.

This means taking a deliberate approach

in everything we do, from having the right

settings - such as role and workplace

flexibility and generous parental and

community leave - to driving a culture

that recognises and celebrates diversity

and inclusion in all their forms.

It also means working collaboratively

across academia, industry, government

and community to help drive the cultural

shift towards open and inclusive

environments where diversity is

celebrated and recognised for the value

it brings to business and community


at large.

Greg Boorer


CDC Data Centres

Chief Executive

StatusStatusBuilt capacity

Hume 1 & 22008 & 2011Operating 12MW

Hume 32016Operating 9MW

Hume 42019Operating 29MW

Hume 52022Under Construction 22MW

Fyshwick 12015Operating 19MW

Fyshwick 22018Operating 26MW

Eastern Creek 12018Operating 7MW

Eastern Creek 22019Operating 20MW

Eastern Creek 32020Operating 42MW

Eastern Creek 42022Under Construction 54MW

Auckland 1 & 22022Under Construction 28MW

Total Operating and under Construction 268MW

CanberraFuture BuildFuture Build 178MW

SydneyFuture BuildFuture Build 108MW

MelbourneFuture BuildFuture Build 150MW

Facilities & Capacity

When Infratil acquired its stake in CDC

Data Centres in 2016 it had 28MW of

available capacity spread across


2 campuses in Canberra.

At the end of 2022 the business will

have grown to 268MW of operating

capacity spread across 13 data centres

and 4 campuses, including Sydney


and Auckland.

Over that time EBITDA will have


grown from A$47.5 million to over

A$220 million.

CDC Facilities

0

300

250

200

150

100

50

0

300

250

200

150

100

50

Capacity (MW)EBITDAF A$m

2014201520162017

Infratil’s investment

201820192020202120222023

SydneyEBITDAFAucklandCanberra

Canberra capacity

Sydney capacity

Auckland capacity

EBITDAF

59

6061
Vodafone

Infratil 49.9%

Brookfield Asset Management 49.9%

Management 0.2%

A successful year saw Vodafone

deliver full year EBITDA of

$481.0 million as it focused on

expanding its 4G and 5G

networks, improving the customer

experience by transforming IT

and customer service capability,

while also focusing on making the

business more efficient.

With New Zealanders increasingly going

online to work, live, learn, and play,

monthly mobile data consumption was up

60% on its network compared with FY2021

– a trend expected to continue. The

acceleration of data consumption shows

no sign of slowing as technology

advancements such as 5G deliver new

platforms for developers to provide

valuable applications for customers. To

meet this ongoing demand growth and to

keep Aotearoa connected when it matters

more than ever, Vodafone is continuing to

invest hundreds of millions every year into

its network and services.

The mobile market continues to be

characterised by competitive, but sensible

behaviour, with each player looking to

grow sustainable revenues through

average revenue per user (‘ARPU’)

improvements as opposed to short-term

connections. Vodafone’s trading continues

to improve, with March 2022 representing

the highest ever pay-monthly base,

reflecting the improvements in customer

experience, network performance and the

competitiveness of its products. That said,

there continued to be Covid-19 headwinds

from the erosion of foot traffic to retail

stores and the border closures impacting

roaming and pre-pay revenues. We are

looking forward to welcoming back more

roaming, seasonal worker and tourist

revenues over time, as well as the supply

chain and labour market pressures easing

across the business.

Year ended 31 March20222021

Mobile revenue $804.9m $793.7m

Fixed revenue $710.5m $728.1m

Other revenue $452.0m $431.9m

Operating costs¹($1,486.4m)($1,517.1)

EBITDAF¹ $481.0m $436.6m

Capital expenditure $356.2m $242.2m

Net debt $1,344.4m $1,300.8m

Infratil cash income $37.2m $96.7m

Infratil book value

$838.2m $857.3m

Fair value of Infratil’s investment² $1,535m – 1,805m n/a

Mobile contrasts with the fixed market

which continues to be problematic with

new entrants, such as energy companies,

having different drivers for participating.

There are now over 100 participants in

what remains a small market by

international standards. This puts ongoing

pressure on retail price points, fixed

wireless access migration and margins.

While the market remains highly

competitive and commoditised,

nonetheless Vodafone has stabilised

ARPU, connections and churn.

The merger of 2Degrees and Vocus that

will compete in both these markets will, on

balance, be a good thing for the industry

and New Zealand overall.

Vodafone continued to see growth in

Enterprise revenue, with ICT helping to

drive this. This was supported by the

partner strategy that Vodafone has

pursued in order to deliver a full range of

tech services to New Zealand businesses,

and this will be further strengthened post

the recent partial acquisition of DEFEND.

DEFEND are a leading New Zealand

cybersecurity firm. As New Zealand

businesses continue to adopt new

technologies, the partnership provides

both DEFEND and Vodafone New Zealand

customers increased capability and

capacity against the growing threat of

cyber-crime.

Vodafone’s capital investment programme

saw it invest $356.2 million during the year.

This included service enhancements,

spectrum purchase, as well as upgrading

and expanding its mobile and fixed

networks, introducing 5G to Manawatu/

Whanganui and the Bay of Plenty, and

upgraded 4G and 5G coverage in Hamilton,

Taranaki and Southland, with many more

locations to come.

Vodafone was recently awarded


New Zealand’s ‘Best in Test’ mobile

network by global leader in mobile testing,

Umlaut. Our network performed

considerably better in major cities than

any other operator, recording much higher

mobile download speeds - with at least

385Mbps for the fastest 10% of the users.

Umlaut’s certification report also found

that Vodafone provided customers the

best voice experience, leading

significantly in voice call clarity


as well as call setup time.

1 Numbers have been restated for the recent Software-as-a-Service accounting clarification as published by IFRS

Interpretations Committee in April 2021.

2 Based on an independent valuation as at 31 March 2022.

6263
Looking ahead to 2023, Vodafone is

transitioning into the 2nd phase of its

transformation strategy where it will

maintain and build on the gains made over

the last two years by having an even

greater focus on customer service and

winning in the market to accelerate top line

growth. One of the key areas of investment

that will facilitate this and underpin

Vodafone’s customer ambitions going

forward is its major IT modernisation

programme currently underway to replace

legacy technology and remove complexity

from its processes, products and plans –

with the first drop planned for later this

year. Changes to sales and service

channels will also see Vodafone transform

the way that it sells to, and serves

customers through in-store, on-call, or

on-line.

As part of its ongoing transformation and

growth strategy Vodafone has been

actively exploring options for releasing

value from parts of its passive

infrastructure. Vodafone is currently

undertaking a process to engage with the

market on a potential sale of its passive

mobile tower assets.

As the necessary infrastructure to support

digital economies grows in importance,

and as telecommunications companies

look to unlock value that can be reinvested,

separate ownership of passive mobile

tower assets has become increasingly

common.

Passive mobile tower assets include the

physical towers (ground based and

rooftops), foundations and fencing, access

rights and shelters etc. However, excludes

the active parts of the network including

antennas, cables, radio equipment, base

stations and backhaul. As part of any sale

Vodafone would enter into a long-term

arrangement guaranteeing access to the

tower network.

Vodafone currently has the largest


tower portfolio in New Zealand, covering

over 98% of New Zealand’s population,

comprising around 1,489 wholly owned

mobile towers spread across New Zealand.

Our view is that both Vodafone customers

and the wider telecommunications sector

will benefit from a more focused

investment on active mobile network

assets, as we are seeing occur in other

countries. Other benefits include more

specialised passive infrastructure

ownership and stronger incentives to

co-locate on common tower assets, in


turn driving better capital efficiency and

reduced environmental impacts.

MobileFixed Line

Vodafone connections

Over the decade Vodafone’s mobile

connections have remained reasonably

flat, however they have now returned to

growth post covid headwinds impacting

inbound roaming and the prepay base in

FY2020, with Vodafone having 38% of

mobile market share.

There is a continued growing trend for

third parties to lease network capacity and

to retail this via their own branded phones.

Commerce Commission data shows that

in 2021 this amounted to 106,000

connections, which is expected to

increase.

Vodafone’s share of the fixed broadband

market was slightly down at 21% in 2021,

although it has continued to drive a

positive mix shift towards wireless

broadband connections and higher value

fibre plans. Smaller retailers are continuing

to grow their share of market connections

in a competitive fixed market.

Increasing digital inclusion and closing the

rural-urban digital divide is a major focus

of our community and sustainability work

as we seek to offer affordable data

services to more New Zealanders.

Through our Foundation, we are

partnering, for example, with Waikato-

Tainui to deliver connectivity to 100

whānau and hāpu who might not

otherwise be able to access the benefits

of the digital world. Our Foundation is also

piloting a device equity programme with

Aurora College and Te Wharekura o

Arowhenua in Invercargill to provide their

NCEA students with repurposed donated

laptops. If successful, the programme has

the potential to expand to all decile 1 and

2 high schools in New Zealand within five

years (around 86,000 students).

Our Te Rourou-Vodafone Aotearoa

Foundation was established in 2002 and

since then Vodafone has invested more

than $47 million, supporting more than

1,000 community organisations,

including a strategic partnership with


Te Rūnanga o Ngāi Tahu.

Recently the Foundation has developed

the OHI Data Navigator, a free interactive

digital tool that draws on government and

community-based data to create a

searchable snapshot of young people’s

lives, enabling organisations to better

determine how advantage and

disadvantage are playing out around

Aotearoa, allowing a better informed view

when shaping and funding for work with

young people.

There are also ongoing connectivity

challenges within rural New Zealand due

to the long, thin and sparsely populated

geography. With operator investment

focusing on areas of highest demand,

alternative funding is required to support

non-economic areas. The Government

funding via the Rural Broadband Initiative 1

and 2 has been successful in building the

rural coverage footprint. We are keen to

continue to work with the Government’s

RBI initiatives to bridge those gaps which

are being exacerbated by the fast pace of

technological change. We want to ensure

that all in New Zealand have access to

world-class connectivity.

Jason Paris


Vodafone

Chief Executive


0

3.5

Milllions

2.5

3.0

2.0

1.5

1.0

0.5

20122011201320142015201620172018201920202021

MobileFixed Line

0.0

GB/Month

300.0

400.0

200.0

100.0

20122011201320142015201620172018201920202021

Average Fixed BroadbandAverage Mobile Device

Source: Commerce Commission Annual Telecommunications Monitoring Report.

(31 December 2021)


Source: Commerce Commission Annual Telecommunications Monitoring Report.


(31 December 2021)


Average consumer monthly data use

Since 2011, New Zealand’s monthly data

usage per consumer has increased from

10GB to 334GB.

Data usage has continued to increase

since the accelerated growth seen

during the 2020 covid lockdowns, with

people continuing to work remotely and

connectivity being more important


than ever.

Mobile data remains at only a fraction


of total data traffic, but continues

to accelerate with the Commerce

Commission Annual Telecommunication

report stating that over 40% of on

account customers are now on endless

data mobile plans.

Average Fixed Broadband

Average Mobile Device

63

6465
Kao Data

In October Infratil committed

£120-130 million to purchase 40%

of London data centre business

Kao Data. The remaining 60% is

owned by Legal & General Capital,

one of Europe’s largest asset

managers, and Goldacre, founder

of Kao Data and part of the Noé

Group, a family run investment and

asset management business. They

each retain a 30% stake.

The objective is to build Kao Data into a

£500 million multi-site data centre

platform in the medium-term. It currently

owns a 15-acre data centre campus in

Harlow, north of London. It has built one

data centre on that campus, with

construction of a second having just

commenced. Once fully developed, the

campus will be home to four energy

efficient data centres, all powered by

100% renewable energy.

In March, construction commenced on a

second data centre at the Harlow campus.

The new facility, named KLON-02, will

double Kao Data’s capacity at Harlow with

up to 10MW of capacity and provide an

energy efficient home for almost 1,800

racks of IT equipment across 3,400m² of

technical space. Once fully operational,

the facility will be certified to enable high

performance computing (‘HPC’),


artificial intelligence (‘AI’), and enterprise

computing users to scale quickly and

efficiently.

In similar fashion to KLON-01 (the existing

Harlow facility), the new carrier-neutral

data centre (ie. not tied to any one service

provider) will benefit from access to

resilient, ‘low-latency connectivity’ via

multiple major networks – meaning it can

process very high volumes of data

messaging quickly. Furthermore, Kao

Data’s continued partnership with IT

networks provider Megaport will deliver

high-performance connectivity to all

major Tier I and Tier II cloud service

providers, including Amazon Web

Services, Google Cloud, Microsoft Azure

and Alibaba Cloud.

Central to the design and build of KLON-

02 will be the highest sustainability

features. The new architecture is BREEAM

‘Excellent’ certified – an international

building sustainability measure. Both its

Technology Suites and related cooling

infrastructure are configured to

hyperscale design principles, ensuring

customers’ workloads are delivered with a

PUE of less than 1.2 – meaning it is a very

energy efficient data centre. It will be

powered using 100% renewable energy,

with 100% sustainable, hydrotreated

vegetable oil in its backup generators.

The Harlow campus is located in the UK

Innovation Corridor between London and

Cambridge, home to world class

academic, technology and bioscience

institutions and companies. Kao Data’s

technically advanced data centres are

designed to meet their specialist high-

performance computing requirements.

KLON-01 houses NVIDIA’s Cambridge-1,

the most powerful supercomputer in the

UK, which provides computing capacity to

healthcare companies such as

AstraZeneca and GSK.

Since Infratil’s initial investment, Kao Data

has also completed an agreement to

acquire two UK prime location data

centres with a long-term anchor lease

from a large financial services business.

The acquisition includes the availability of

a 16 MW, carrier-neutral data centre in

Slough, West London. The launch of the

new Slough data centre offers data-

intensive enterprises within the highly

sought-after West London Availability

Zone, the opportunity to benefit from

significant new capacity alongside Kao

Data’s award-winning, sustainable

infrastructure and expert technical and

operations teams.

The last two years have undoubtedly

been challenging times for society as

collectively we’ve had to respond on an

unprecedented scale, in real-time, to the

evolving Covid-19 pandemic. This has

brought its fair share of restrictions and

complications to overcome, but it’s


also fostered tremendous innovation

and learning.

One of the key outcomes has been the

fundamental importance of digital

infrastructure, data centres and the

high-performance computing they host to

not only our immediate response to the

Covid-19 pandemic, but also how our

everyday lives have become entirely

reliant on the digital world thereafter.

Data centres now underpin so many of our

daily activities, support our work,

entertainment, retail and financial choices

and even facilitate human inter-

communication. Put simply, we couldn’t

live without them. This was why earlier this

year we launched the ‘Kao Academy’ – a

first-of-its-kind STEM resource to

encourage greater awareness of data

centres with young people globally.

Now the challenge is to ensure the

computing power and accessibility data

centres provide doesn’t compromise the

very environment we live in. This is why

Kao Data is pioneering the design and

development of ultra-sustainable data

centres, supported by HVO fuelled

generators, with an ambition to operate

fully ‘net zero’ by 2030. Sustainability is

the next global challenge of our generation

and Kao Data are ready to play our role.

Lee Myall


Kao Data

Chief Executive



With a strong and varied existing

customer base from key sectors

including financial services, life

sciences, defence, artificial intelligence

and the cloud, Kao Data’s expansion

into the West of London presents its

current colocation customers with

increased diversity and resilience.

Further, it offers new customers the

immediate scope to quickly scale their

existing colocation footprints and

safeguard their future power provision.

In November 2021, Kao Data announced

that it had formed a strategic

partnership with IT solutions provider

Scan Business – a leader in provisioning

and managing NVIDIA-based

technologies. Together, Kao Data and

Scan have established a dedicated HPC

and AI ecosystem for advanced

computing users who utilise NVIDIA’s

latest generation hardware. This

strategic and timely alliance follows the

UK government’s plans to establish a

National AI Strategy, which aims to

boost business use of AI, attract

international investment and develop

the next generation of tech talent within

the UK.

Ten years ago, something like high

performance computing was primarily

the realm of research and academics.

Today, artificial intelligence powered by

HPC is seen by many as an engine of

productivity and economic growth. Kao

Data is well positioned to play a leading

role in helping deliver the National AI

Strategy through its existing focus on

HPC and AI.

From its inception, Kao Data’s

leadership team has been committed to

developing and operating one of the

UK’s most sustainable and energy

efficient data centres. This ambition

included a number of technical design

and engineering “firsts” that were

incorporated into the structure and

operations of the facility, in addition to

committing the campus to 100%

certified, renewable energy.

Infratil 40%

Legal & General Capital 30%

Goldacre 30%

KLON-01 data centre, Harlow

6667
Our healthy

approach

We invest in businesses that can positively

impact people. Our goal is to operate in

a manner that supports the wellbeing of

people physically, emotionally, intellectually

and materially.

67

6869
Strong healthcare systems are

essential for societies to function

properly. Never has this been

made more apparent than now, as

we observe the demands placed

on global healthcare systems by

the Covid-19 pandemic.

The last year saw a significant expansion in

Infratil’s healthcare portfolio, as it evolved

into a major Australasian diagnostic

imaging platform. Infratil has now invested

over $700 million in this sector. Diagnostic

imaging involves highly trained doctors

and medical staff using scanning

equipment to diagnose, monitor and

provide treatment for medical conditions,

the range of which is expanding as

technology improves.

Common examples of diagnostic imaging

include CT & MRI scans, X-ray and

Ultrasound.

Diagnostic imaging is an essential

component of a patient’s care pathway

and plays a critical role in preventative

health. Imaging informs clinical decision-

making by supporting diagnosis,

treatment planning, and unlocking

efficiency gains from high-cost acute

care. Early diagnosis and preventative

care can materially reduce overall system

costs and improve patient outcomes

which is why we are seeing funding bodies

increasing focus in this area.

The outlook for the diagnostic imaging

sector also benefits from the long-term

macroeconomic and socio-economic

tailwinds of a growing and ageing

demographic with an increasing

prevalence of chronic disease.

Infratil’s entry to healthcare began with

the 2020 purchase of Qscan. Qscan

operates predominantly on the eastern

seaboard of Australia. As one of Australia’s

largest radiology providers, Qscan

operates over 75 clinics across Australia.

The last 12 months saw the addition of

three significant New Zealand radiology



groups, providing Infratil with a major

footprint in the sector on both sides of


the Tasman.

The first acquisition was the purchase of


a shareholding in of Pacific Radiology,

New Zealand’s largest private diagnostic

imaging service provider, operating 46

clinics and employing 90 radiologists. It

has a significant presence in the South

Island and lower North Island with private

hospital co-location in 9 private hospitals

in Wellington, Christchurch, and Dunedin.

Its existing doctor shareholders retained a

shareholding, creating alignment and

setting the business up for continued

growth and development.

Using a similar partnership model, we then

purchased majority stakes in Auckland

Radiology and Bay Radiology. Auckland

Radiology is the largest private radiology

provider in Auckland, operating 15

strategically located clinics in the greater

Auckland area, and employing 32

radiologists. Bay Radiology is the largest

private radiology provider in the Bay of

Plenty region, operating eight strategically

located clinics and employing 16

radiologists. Following the three

acquisitions, Infratil holds 50.5% of the

combined New Zealand platform, with


the remainder held by doctors and

management.

Qscan is considered a market leader in

PET-CT imaging in Australia. Using very

small, safe amounts of radioactive tracers,

PET is an imaging technique most

frequently used to detect and assess

disease within the body. PET images are

then fused with anatomical CT images to

produce three dimensional images of the

body. The combination of PET and CT

produces a highly sensitive imaging

device able to detect early stages of

disease often undetectable by CT alone,

or by other imaging procedures such as

MRI. PET-CT scans are simple and

painless, offering patients and their

families information that helps doctors

detect and diagnose disease early and

begin treatment quickly.

Pacific Radiology introduced PET to the

New Zealand market and is a national

leader. There is high demand for


increased PET-CT capability throughout

New Zealand. The increased roll out of

PET-CT across both sides of the Tasman is

likely to improve patient outcomes while

also increasing demand for services.

As at 31 March, the combined Australasian

platform consisted of almost 150 clinics

and employed over 270 radiologists.

During the year the platform performed

over 1.7 million scans and saw over 1 million

patients.

While the businesses are structurally

separate on each side of the Tasman, we

are already seeing organic synergies

emerging across the platform. As the

platform evolves these are likely to


include joint investment in procurement,

AI, IT systems and other emerging

technologies. Over time this might also

include an improved ability to load share

and manage out of hours reporting with a

joint teleradiology reporting hub.

More excitingly, from a patient and doctor

perspective, is the increasing pool of

clinicians including leading sub-specialty

experts, which enables enhanced

collaboration, research and learning and

development opportunities.

We are continuing to see more

opportunities for strategic bolt-on

acquisitions as well as scale acquisitions


in adjacent healthcare sectors. Having

established a scaled Australasian

diagnostic imaging platform, we have

identified a number of attractive markets

with similar operating dynamics and

favourable funding schemes and

demographic tailwinds.

A large part of the upside for an Infratil

healthcare platform is the ability to invest

in technological innovation and

enhancements over the long-term for a

combined group.

Healthcare

Positively impacting people

Year ended 31 March20222021 ¹

Volume scans (‘000)1 , 7 6 7. 0 586.2

Sites (No. of standalone clinics)148 72

Total patients (‘000)1,088.8n/a

Total radiologists27294

CT machines 81 62

MRI machines 54 23

PET-CT machines 14 9

Revenue (NZD)$440.6m $65.5m

Operating expenses (NZD)($315.1m)($44.7m)

EBITDAF (NZD)$125.5m $20.8m

Capital expenditure (NZD) $57.3m

$ 7. 4 m

Net external debt (NZD)$667.6m $244.8m

Infratil book value (NZD)$722.2m $308.4m

1

Only from acquisition date of 22 December 2020

MRICTPET/CT

USXROther

Modality Mix - New ZealandModality Mix - Australia

MRI – Magnetic resonance imaging

(MRI scan) is an imaging technology

that produces three-dimensional images

of the inside of your body using strong

magnets and radio waves

CT – A computerised tomography scan

(CT scan) is a special type of

computerised x-ray that gives a highly

detailed picture of the organs and other

structures in your body

P E T- C T – PET is an imaging technique

using very small, safe amounts of

radioactive tracers (a special dye) to

detect abnormalities within the body. PET

images are then fused with anatomical CT

images to produce highly sensitive three-

dimensional images of your body

US - An ultrasound uses high frequency

sound waves to create images of the

inside of your body

XR – An x-ray uses a small amount of

radiation to create images of your bones

and internal organs

69

7071
The last year, from both an

operating and financial

perspective was a tale of two

halves and two variants. The

Covid-19 lockdowns impacted on

patient volumes across the group,

particularly in the key catchments

of Southeast Queensland and New

South Wales (including regional

areas), and also ACT.

Firstly, the tail end of the Delta outbreak

and in the second half of the year the

Omicron variant further delayed the

recovery in patient volumes. In addition,

requirements to isolate from ‘close

contacts’ impacted staff availability


within Qscan and also with its referrers

externally.

The extreme rainfall event and subsequent

flooding in Southeast Queensland and

Northern New South Wales in March also

posed challenges for health service

providers including Qscan. A number of

clinics were forced to close for short

periods in Byron Bay, Ballina, Lismore,

Casino and Maclean due to severe

weather conditions and difficulty

accessing them. In addition, the extreme

flooding severely damaged the Windsor

(Brisbane) clinic, causing it to remain

closed. It is expected to reopen later this

year after a complete refit, with flood

mitigation measures implemented.

Despite Covid-19 and flood interruptions

Qscan still opened four new PET-CT clinics

as well as a major clinic upgrade during

the year.

Qscan also maintained a full service

offering for patients throughout the

period. Its growth consistently

outperformed the overall market in terms

of both examinations and billings, resulting

in billing growth over the year of 6% vs.

market growth of 2% for the same period.

While health specialists are a precious

international commodity, Qscan is

recognised as a top employer with strong

radiologist advocacy. The company had a

strong track record, successfully

recruiting 20 additional radiologists during

the year, including many with subspecialty

expertise.

Qscan continues to invest heavily in


new equipment and is skewed towards

high-value modalities which are more

profitable and demonstrate above-market

growth. Qscan now owns over 300

machines which typically have a useful life

of 10-15 years. There has been significant

investment in the fleet in recent years,

with the average age of its highest value

equipment (e.g., CT, MRI and PET) less

than five years.

Qscan is continuing to roll out new

greenfield clinics in key regions, including

Western Australia, South Australia and

New South Wales. In March 2022, Qscan

opened its ninth standalone PET-CT clinic

in the eastern Perth area of Midland. This

clinic is expected to complement Qscan’s

sole, existing clinic in the south of Perth

and will provide digital X-Ray, CT,

Ultrasound and PET-CT services. New

facilities offering PET-CT services also

opened in Adelaide’s Windsor Gardens

and Sydney’s Kingswood area.

An additional comprehensive PET-CT clinic

in Sydney’s Westmead has recently

opened, with a full time radiologist and

nuclear medicine physician on site.

Construction was slightly delayed due to

Covid-19 disruption impacting building

supplies and access to site.

Qscan was an early mover in the

deployment of the PET scanning, which

identifies and measures tumours and

other cancers, outside hospitals and is

currently a market leader in Australia. The

business has a successful partnership with

Icon Group, Australia’s largest private

cancer care provider, for new PET sites.

PET has experienced strong growth due to

increased oncology demand, with

incidences of cancer forecast to increase

in Australia.

In addition to its existing network of clinics,

Qscan is actively pursuing partnership

opportunities to accelerate growth.

Diagnostic imaging remains a fragmented

market. Qscan remains focused on

identifying and executing on acquisitions

of high-quality operators in key locations,

similar to the strategy Infratil is following in

New Zealand with Pacific Radiology Group

and the bolt-on acquisitions of two more

radiology providers.

On 7 April 2022, Qscan completed the

acquisition of Envision Medical Imaging

(EMI). EMI is the largest private

comprehensive and sub specialist led

medical imaging clinic in Perth, located

opposite one of the city’s largest hospitals.

EMI has a high-quality group of over 20

radiologists and operates a full range of

imaging services including MRIs, CT,

PET-CT and nuclear medicine.

The Qscan Group continues to pride

itself on growing not only its national

footprint, but its model of patient care,

its contribution to the radiology and

health care industry generally, and


the positive impact on our wider

communities as a whole.

In this regard, as part of our focus on

ESG we have set targets for net zero

carbon emissions by 2030. This includes

the provision of green energy in all new

energy contracts, and sourcing 100% of

energy from renewable sources by

2025. As we build new clinics and

upgrade existing clinics, we are working

with the best industry advisors to find

ways to reduce our carbon footprint


and use recyclables in construction

and fit-outs.

Qscan Group has a long proud history of

supporting rural communities. We

continued that investment in the 2022,

increasing our investment in diagnostic

imaging in regional and remote areas,

including CT, MRI and PET-CT into

locations that historically would not have

had access to these modalities. Further,

as part of our Reconciliation Action Plan

we have partnered with not-for-profit

Indigenous education support group,

Yalari, to sponsor the secondary

education of two Indigenous children

from regional areas for the entirety of

their secondary education.

Our people remain our greatest asset

and so we have continued to prioritise

the investment in their ongoing learning

and professional development. Our

workforce has access to the latest in

online learning technologies as we

develop our capability to ensure we

continue to provide the highest quality

patient care. As our group of doctors

grows, we are seeing more opportunities

for doctors to engage with each other,

share ideas and explore new and

exciting opportunities of working

together. Ongoing learning and

development are a key strategic

imperative for Qscan as we strive

towards our goal of being the number 1

employer in market.

We also continue to support advances in

healthcare research by providing clinical

trial examinations across our national

network. Our contribution to healthcare

research has made meaningful

differences to everyday people by

providing better treatment options for

patients suffering from cancers,

concussions, and many other clinical

conditions. We remain committed and

passionate about our strategic

partnerships and have more recently

collaborated with Astra Zeneca and

Mundipharma to trial novel medicines in

the treatment of prostate cancer.

Chris Munday


Qscan Group

Chief Executive


This acquisition will expand Qscan’s

network to 81 clinics and over 130

radiologists.

Changes in federal health spending are

also positive for the sector. In its recent

budget, the Australian Government

announced that it intends to invest


A$66 million to deregulate and expand

access to Medicare funded MRI services

and provide critical diagnostic imaging

services to more regional and rural

Australians from 1 November 2022.

Reforming the licencing requirements will

mean regional and rural Australians can

find the most appropriate quality

diagnostic scan in a timely and affordable

manner closer to home. Currently, over

50% of rural and remote patients travel

significant distances to receive their

Medicare funded MRI. This will allow Qscan

to roll out more MRI machines across its

regional and rural network, improving

services across its catchments.

Infratil 56.3%

Doctors and Management 29.7%

Morrison & Co Growth Infrastructure Fund 14.0%

Australian Diagnostic Imaging

Qscan Group

7273
The year saw the entire health

sector grappling with the

challenges and disruptions

associated with the covid

pandemic, as lockdowns and

restrictions impacted on service

delivery. Despite this Infratil’s

New Zealand radiology group -

which grew following the

partnerships with Auckland

Radiology and Bay Radiology –

delivered a strong result.

Auckland Radiology is the largest private

radiology provider in Auckland, operating

15 strategically located clinics in the

greater Auckland area, and employing


32 radiologists. Bay Radiology is the

largest private radiology provider in the

Bay of Plenty region, operating eight

strategically located clinics and employing

16 radiologists.

Together with Pacific Radiology, the

combined nation-wide platform


now consists of 70 clinics and employs

141 radiologists.

The August lockdown was particularly

challenging, and this continued in the

Auckland region with its prolonged

restrictions as a result of the Delta

outbreak, and then Omicron’s emergence

across New Zealand over the summer

period. As the pandemic settings eased,

there was a good bounce-back in demand

for services which is expected to continue

through FY2023.

Notwithstanding the temporary reduced

revenues, the long-term outlook is very

promising. Our acquisitions have given

Infratil a significant foothold in the sector.

We then saw other deals with new

investors following our lead with

purchases of other radiology players,

giving confidence in the value proposition.

We also saw a new generation of specialist

associates join as shareholders. The

sector has excellent growth prospects –

illustrated by Pacific Radiology opening

new facilities in Rolleston, Queenstown

and at Wellington’s Wakefield Hospital

during the year. These purpose-built

regional facilities were all delivered on

time and within budget.

The decision, like the one to invest in a

brand-new purpose-built Queenstown

facility, aligns well to the group’s

commitment to supporting local regional

communities, by delivering world-class

radiology locally. Services available at

Kawarau Park in Queenstown, include

MRI, CT, Breast Imaging, Ultrasound, X-ray

imaging and specialised interventional

services such as musculoskeletal

injections.

Currently, New Zealand has a unique

healthcare system with a diversified range

of funding sources including ACC (for

accident-related injuries), District Health

Boards, Ministry of Health (cancer

screening), private healthcare insurance

and direct patient fees. The Government’s

restructuring of the health system is

expected to deliver benefits across


the sector.

There is an expectation of more nationally

driven service contracts as the District

Health Board-model disappears and is

taken over by Health New Zealand and the

Māori Health Authority. The restructured

system is intended to place much greater

emphasis on primary health services and

higher levels of diagnostic screening,

particularly for Māori and Pacific

communities who currently under-

present for these services.

This funding environment is expected to

remain stable given broad acceptance of

private clinics, capacity constraints in the

public system, and diagnostic imaging’s

critical role in preventative health and

informing clinical decision-making.

New Zealand’s public healthcare

expenditure has increased at 6.3% over

the last five years, driven largely by

population growth and an ageing

population – contributing to higher

healthcare expenditure per capita. This

growth rate is expected to taper with

expenditure forecast to increase to $23

billion by FY2025 (representing a 10-year

increase of 4.3% per annum) and then

continuing to be broadly in line with

historical increases. Total public

healthcare expenditure is forecast to peak

in FY2021 and FY2022 largely due to the

Government’s response to Covid-19

(including vaccination costs, the national

health response, and managed isolation

and quarantine costs).

As the shift to larger, more centralised

contracting systems occurs, the group is

well placed. It has a roughly 35% share of

the country’s radiology services,

employing over 1,200 staff, with 70 clinics

nationwide. The majority of patient exam

fee revenue comes from complex

modalities (CT, MRI and PET), which are

expected to grow at a faster rate than

total public healthcare expenditure.

Pacific Radiology also continues to place

emphasis on contributing to research with

its specialist radiologists contributing to

new research in areas like prostate

screening and neurodegenerative

disorders. This is an important part of its

community and sustainability

contribution. It also delivers free breast

screening services across the South

Island to assist with early identification

and treatment of breast cancer.

Recent developments in a global study

including Pacific Radiology’s Research &

Development Group highlight some of the

research they are doing and mean that

patients with neurodegenerative

disorders could soon receive quicker,

more accurate diagnoses. In collaboration

with research teams in Melbourne and

Munich, as well as the Christchurch based

New Zealand Brain Research Institute,

Pacific Radiology is using a new

radioactive tracer to image particularly

hard to diagnose conditions that often

present deep in the brain. The tracer

works by binding to the abnormal proteins

in the brain, meaning they show up clearly

on a PET scan.

With New Zealand’s ageing population, it

is hoped this technology can save time

and money, as well as providing more

timely assistance to referrers and their

patients.

The radiologist doctors working for Pacific

Radiology, Auckland Radiology and Bay

Radiology have a long tradition of working

in both the public and private systems.

Collectively we employ around one third

of radiologists in New Zealand which

means we are an integral part of the

overall health ecosystem in the country.

The group has an on-going commitment

to maintaining and strengthening our

relationships with District Health Boards

and their successor regional groupings

being established under Health


New Zealand over the next year. Similarly,

we are committed to helping the new

Māori Health Authority deliver better

outcomes for Māori. We are currently

shaping up a joint venture with an iwi

health provider to improve equity of

access which we are confident will deliver

immediate outcomes through better

equity of access to diagnostic imaging.

Similarly, we are exploring mobile services

to improve equity of access which is

consistent with our long–term mantra of

delivering world class radiology locally. A

current example of this our long running

mobile mammography service in the

South Island, providing easier access for

many isolated rural communities.

Terry McLaughlin


Pacific Radiology

Chief Executive


Infratil 50.5%

Doctors and Management 49.5%

New Zealand Diagnostic Imaging

Pacific Radiology, Auckland Radiology and Bay Radiology

7475
The past year has presented

significant challenges due to the

Covid-19 pandemic, including

supply chain issues, workforce

pressures and increased costs of

materials for refurbishments and

construction activities.

Positively, a continued focus on, and

commitment to the safety and wellbeing of

residents against the backdrop of a

buoyant property market contributed to a

record-breaking year financially.

The company delivered an underlying profit

of A$56.5 million, up from A$30.2 million

on the prior year and a net profit after tax of

A$149.1 million, up from A$55.6 million on

the prior year. The increase in demand for

the safety and security that a retirement

community provides drove established

community resales to 489, an increase of

51.4% from the prior year.

Portfolio occupancy during the financial

year remained above the industry average.

15 villages are now operating waitlists and

overall village occupancy has increased to

~95% compared to the Australian industry

average of 90%.

Absolute clarity of strategy, and a deep

understanding of their residents has been

one of the significant drivers of

performance for RetireAustralia. Resident

satisfaction remained stable and positive,

with 88% of residents saying they are

satisfied or very satisfied with life in their

village. RetireAustralia has seen no serious

illness from Covid-19 amongst residents

and staff and has maintained a continuity

of care and support for residents despite

staff shortages.

RetireAustralia

Year Ended 31 March20222021

Residents5,2835,041

Serviced Apartments500535

Independent Living Units3,5693,584

Apartments & Unit resales489323

Resale gain per Apartment/UnitA$135,665A$147,704

New Apartment & Unit sales7620

New Apartment & Unit average sales priceA$676,941A$645,850

Average occupancy receivable per Apartment/UnitA$132,428A$125,807

Embedded resales gain per Apartment/UnitA$51,584A$38,229

Underlying profitA$56.5mA$30.2m

Net profit after TaxA$149.1mA$55.6m

Capital expenditureA$49.2mA$55.6m

Net external debtA$161.7mA$187.2m

Infratil book valueNZ$417.3mNZ$340.9m

Fair value of Infratil’s investmentNZ$408.8mNZ$361.0m

Infratil 50%

New Zealand Superannuation Fund 50%

After the pandemic-induced slowdown

with developments in 2021, the Group


is accelerating construction with four

sites under construction. A further 34

apartments are being built at The Rise at

Wood Glen, and 22 units at Forresters

Beach - both are premium villages on


the NSW Central Coast. In South East

Queensland, construction of a further


66 apartments is underway at The Verge

on the Gold Coast as well as 92

apartments at The Green at Tarragindi,

Brisbane.

RetireAustralia is also continuing to build

up its development pipeline for the next

five years and beyond. An A$40 million

third stage at The Verge on the Gold

Coast has recently been approved. The

stage will include 62 independent living

apartments as well as a care hub with 10

to 12 beds, alongside the 106 apartments

already completed or under construction.

A systematic review of opportunities at a

village level during the year resulted in the

sale of the 50-unit Harwin Retirement

Village in South Australia in April 2022.

Pleasingly, the majority of residents opted

to stay with RetireAustralia and were

relocated to other villages nearby.

RetireAustralia’s strong performance

reinforces Infratil’s decision (along with

our investment partner, the New Zealand

Superannuation Fund) to undertake a

strategic review of our shareholding in the

business. We each acquired 50% of

RetireAustralia in 2014 for a combined

A$618 million (debt A$210 million and

equity A$408 million).

With a strong management team in place

and the business performing well, it is

time to consider what ownership

structure is best for RetireAustralia and


for Infratil’s shareholders. While we are

reviewing our position there will be no

change to services, facilities or the

experience of residents and their families.

Last year RetireAustralia delivered

consistent high performance whilst

navigating through natural disasters and

some of our most significant Covid-19

challenges so far. We achieved this by

continuing our focus and commitment to

our residents, while also doubling down on

driving the performance of the business.

I’m very proud of how we maintained our

villages as safe havens while continuing to

offer high quality services, make sales,

and progress our development

programme through extensive and

stringent lockdowns, the Omicron wave,

floods, workforce pressures, and supply

chain issues. The RetireAustralia team

tackled every challenge diligently,

compassionately and with care and

respect for each other and for our

residents.

Our strong financial performance is

underpinned by a shared purpose;


depth of quality delivery and extensive

expertise; and a targeted and deliberate

approach to achieving consistently high

performance.

Dr. Brett Robinson


RetireAustralia

Chief Executive

7677
Wellington Airport

It was a turbulent year for aviation

and Wellington Airport, bookended

by travel re-openings with the

short-lived trans-Tasman bubble in

mid-2021 before the border closed

again in August. Then, at the very

end of the year - 31 March 2022 –

we saw Wellington Airport once

again welcoming back flights

from Australia.

Through border closures, domestic

lockdowns and the outbreaks of Delta and

Omicron, Wellington Airport remained

resilient, adapting quickly to changing rules

and regulations and maintaining financial

stability due to the planning and structures

that were put in place from the outset of

the pandemic.

On the financial side, Wellington Airport

continued to manage operating and capital

costs closely through the year. It delivered a

net profit after tax of $3.0 million,

compared to a loss of $35.8 million the

previous year and EBITDAF of $56.8 million,

an increase of 58% on the previous year.

There was a concerted focus on managing

capital and operating costs and retaining

the cost savings achieved last year where

possible. At the same time, certain

operating expenses increased over the

year mainly due to variable costs in line with

the growth in passenger numbers, and also

rates and insurance.

In September 2021, Wellington Airport

issued $125 million of retail bonds which

fully repaid bank debt, with surplus funds

currently held in cash and short-term

deposits. It also refinanced its bank debt

facilities, including the extension of bank

term maturities to 2025 and 2026 and


a reduction in overall bank facilities to

pre-covid levels of $100 million. In


May 2020, at the outset of the pandemic

shareholders put in place a support

agreement totalling $75.8 million.


Year Ended 31 March20222021

Passengers Domestic 3,480,581 2,968,960

Passengers International 48,667 162

Scope 1 & 2 emissions CO₂e tonnes1,066 989

Aeronautical income $54.3m $34.0m

Passenger services income $22.3m $18.2m

Property & other income $13.8m $12.7m

Operating costs($33.6m)($28.9m)

EBITDAF $56.8m $36.0m

Net profit/(loss) after tax $3.0m($35.8m)

Capital expenditure $17.8m $35.0m

Net external debt $584.5m $595.9m

Infratil cash income - $38.1m

Infratil’s book value $580.0m $511.2m

Infratil 66%

Wellington City Council 34%

Pleasingly, these have not been required

to be called upon given the work done

to done to strengthen the Airport’s

financial position.

Challenging as covid has been, it allowed

for the smoother completion of essential

works needed for regulatory, resilience and

safety reasons. This includes beginning

reconstruction of the main taxiway for the

first time since the Airport opened in 1959,

and progressing plans to implement the

Airport Masterplan and terminal expansion.

Another major resilience project is the

replacement of the western and southern

seawalls and breakwater. This

infrastructure is nearing the end of its life

and now requires full replacement rather

than relying on ongoing repairs. The seawall

is absolutely vital to the Airport’s climate

change adaptation programme, as it

protects the runway and other assets from

sea level rise, storm surges and increasing

frequency and severity of weather events.

Significantly, it also protects City Council-

owned roading and the major sewer pipes

to and from Moa Point which carry the

majority of Wellington’s wastewater.

Wellington Airport’s investment in strong

airline relationships has continued, and it is

well positioned for a return to growth.

Domestically, the Airport reached a high of

93% of pre-covid travel in July 2021.

The start of the financial year in April 2021

coincided with a period of strong domestic

growth and the trans-Tasman border

opening. This provided a much needed

boost to the Airport’s operators and most

were operating their usual pre-covid hours.

Most regional routes were busier than prior

to covid as New Zealanders took the

opportunity to explore New Zealand while

unable to venture abroad, particularly

during the July school holidays.

The number of travellers then plummeted in

August due to nationwide lockdowns,

dropping to 2% of pre-covid levels.

This became challenging through the

outbreaks, restrictions and lockdowns that

followed, but the company worked in

partnership with its airport operators to

ensure stores remained open, which has

helped maintain all terminal services and

retail at the highest and safest levels

possible during this challenging time.

7879
The recovery from September was

marked by the continuation of Auckland’s

lockdown. Despite these challenges,

Wellington Airport was able to find silver

linings such as the launch of a direct route

to Whangarei and the Bay of Islands while

transfer through Auckland was not

possible.

However, the arrival of the Omicron

variant again significantly affected


New Zealanders’ ability and willingness to

travel (as well as airlines capability to

operate their full schedule). As the

current outbreak peaked, domestic travel

reached its low point in mid-March, but

then recovered on average 7% per week

to the end of the financial year as


New Zealanders looked to the future

with more confidence.

On the international side, despite

optimism at the beginning of the year,

frequent pauses and the eventual

suspension of trans-Tasman travel

resulted in only 49,000 international

passengers for the financial year. The

forecast is for growth in travel and tourism

through the year ahead, with both the

pandemic and government policy on

border restrictions having reached a

period of greater predictability.

By year end, routes had been restored to

Brisbane, Sydney, Melbourne and Fiji with

Air New Zealand and Fiji Airways. Qantas

and Jetstar will shortly resume trans-

Tasman travel as well, providing a

capacity boost and important

competition on these routes. Jetstar will

also resume services to the Gold Coast in

June. Based on current schedules, the

Airport is anticipating almost 65% of

Wellington’s pre-covid international

capacity will be operating by July.

Meanwhile, the Airport’s sustainability

programme included welcoming the first

electric flight, making further reductions

in energy use, and launching a new

community garden to establish a circular

economy for terminal waste. The Airport

will work alongside the Government’s

Emissions Reduction Plan which will set

out the path to Net Zero across every

industry in New Zealand and is confident

the aviation sector can meet its emissions

targets through improved efficiency, new

technology and alternative fuel options.

Wellington has one of the most space-

constrained airports in the world, with

water to the north and south, and nearby

residential housing on two sides. To

enable future expansion, it is seeking a

designation to enable development of the

Airport site and some of the Miramar Golf

Course land to the East. In May 2021 an

independent hearing was held, which

recommended letting the designation

proceed, subject to conditions around

Airport noise and other impacts. Since

then, this decision has been appealed to

the Environment Court. Infratil is strongly

of the view the expansion is in the best

interests of Wellingtonians.

Finally, this year marks the end of the

decade long tenure of outgoing Chief

Executive Steve Sanderson. Steve spent

his first eight years leading the Airport

through a period of strong travel growth

and investment, including the domestic

terminal extension, onsite hotel, a

rejuvenated retail layout, the multi-level

carpark building, designation for

expansion to the east and the arrival of

Singapore Airlines with their new A350.

The last two years brought a new series of

challenges responding to covid and the

impact on the travel and hospitality

industry. Steve did an exceptional job

managing the Airport and staff through

both these periods.

With all change comes opportunity, and

we are looking forward to a period of

post-covid growth led by Matt Clarke as

Chief Executive. Matt has been Chief

Commercial Officer since 2010 and his

optimism, energy and experience will ably

lead the Airport through the transition

period and beyond.

At Wellington Airport we are taking an

approach of absolute reduction in resource

use and emissions, rather than relying on

carbon offsetting to achieve environmental

goals. This requires real, tangible action


and we are making strong progress across

all areas.

In April 2020 we commenced a 24 month

Building Management System optimisation

and analytics project to improve the

efficiency of the terminal’s heating and

cooling operations. We have managed to

reduce energy consumption by 4.8%


so far, representing a 65-tonne reduction

in emissions.

Outside the airport terminal, we have been

working to combat aviation’s greatest carbon

source: aircraft emissions. Alongside Sounds

Air, Air New Zealand, GHD and Blenheim and

Nelson Airports, we have established the

Electrification of Regional Aircraft working

group. As group technical lead, Wellington

Airport is tasked with crafting understanding

around the infrastructure and technical

considerations necessary on the ground to

support electric aircraft operations. Our work

will continue through the next four years and

beyond, in anticipation of the arrival of

Sounds Air’s fully-electric ES-19 from 2026.

On the ground, we are pushing ahead with

plans to introduce alternative energy sources

to power our terminal building operations,

with particular attention to solar. Over the

next year we will carry out a comprehensive

feasibility study to iron out the technical and

financial considerations required to progress

with the installation of a PV array. We are also

developing plans for an Energy Centre and

ground source heating, which form a critical

part of our expansion plans and will enable us

to cease use of gas boilers, one of our largest

sources of emissions.

The past year has been significant in the

development of legislation aimed at reducing

emissions across all industries. Aviation is a

notoriously difficult industry to decarbonise,

owing to the current absence of practical

high energy-density, non-hydrocarbon fuel

alternatives; and this is recognised by the

Climate Change Commission in its reports

and recommendations. Despite this,

technology is developing rapidly, and

Wellington Airport is leading the way,

particularly in the development of electric

infrastructure. We intend to lead the aviation

sector’s role in New Zealand’s non-negotiable

goal of net-zero emissions by 2050.

Matt Clarke,


Wellington Airport

Chief Executive

Passengers

600,000

500,000

400,000

300,000

200,000

100,000

Apr 19Sep 19Feb 20Jul 20Dec 20May 21Oct 21Mar 22Aug 22Jan 23

DomesticInternational

250

Emissions (t C0

2

-e)Emissions Intensity (t C0

2

-e/ pax)

0.009

0.008

0.007

0.006

0.005

0.004

0.003

0.002

0.001

0

200

150

100

50

0

Apr 19Jun 19Aug 19Oct 19Dec 19Feb 19Apr 20Jun 20Aug 20Oct 20Dec 20Feb 21Apr 21Jun 21Aug 21Oct 21Dec 21Feb 22

Domestic Passengers

Scope 2: Electricity

International Passengers

EBITDAF

Domestic

International

Forecast

EBITDAF & Passengers

In the decade to FY2020, passengers

rose stably at 2% year and earnings 4%.

The restrictions on movement and travel

that were put in place to prevent the

spread of Covid-19 clearly had a huge

impact on passenger numbers.

With the right application of technology,

air travel is expected to continue

growing sustainably, returning to

pre-covid levels by mid-decade.

Passenger Recovery

The Airport’s monthly traffic over the


11 months pre-Covid shows stable

passenger numbers consistently above

500,000. The subsequent 25 months,

and the forecast for the next year

shows the strong recovery in domestic

passengers with international

passengers slowly returning from


April 2022.

Domestically, the Airport reached a

high of 93% of pre-Covid travel in


July 2021. However, the impacts of

extended lockdowns elsewhere, such

as Auckland, can be seen over the

second half of the year.

Wellington Airport emissions


(Scope 1, Scope 2 & Scope 3)

Scope 1 (direct emissions from Wellington

Airport-owned sources) and Scope 2

(indirect emissions from purchased energy

used by our operations) have remained well

below pre-covid levels.

This is the direct result of significantly less

boiler use for terminal heating, heating,

ventilation and air conditioning optimisation,

the continued rollout of LED lighting and low

levels of staff travel over the year.

The relative maintenance of decreased

emissions is evidenced by the stability of

emissions intensity per passenger


(CO

2

-e Intensity).


$0

$140

$120

$100

$80

$60

$40

$20

Millions

7

6

5

4

3

2

1

0

Millions

2013201420152016201720182019202020212022

International PassengersEBITDAFDomestic Passengers

Scope 1: Airport vehiclesScope 1: Refrigerants

Scope 3: Staff travel

Scope 1: Natural Gas

CO

2

-e Intensity

Target 30% reduction

against FY17 (by month)

8081
81

Financial

Statements

Contents

Consolidated Statement

of Comprehensive Income

82

Consolidated Statement


of Financial Position

83

Consolidated Statement


of Cash Flows

84

Consolidated Statement


of Changes in Equity

85

Notes to the Financial


Statements

87

Corporate Governance147

Directory 163

81

82
The accompanying notes form part of these consolidated financial statements.

Consolidated Statement

of Comprehensive Income

For the year ended 31 March 2022

Notes

2022

$Millions

2021

$Millions

Operating revenue11 858.9 408.2

Dividends

1.7

-

Total revenue

860.6

408.2

Share of earnings of associate companies6 268.5 182.6

Total income1,129.1 590.8

Depreciation14 84.6 55.2

Amortisation of intangibles18 6.8 5.2

Employee benefits275.3 81.1

Operating expenses12 556.6 399.1

Total operating expenditure923.3 540.6

Operating surplus before financing, derivatives, realisations and impairments205.8 50.2

Net gain/(loss) on foreign exchange and derivatives68.0 (56.4)

Net realisations, revaluations and impairments14.231.8

Interest income6.4 1.6

Interest expense165.9 138.8

Net financing expense159.5 137.2

Net surplus/(loss) before taxation128.5 (111.6)

Taxation expense/(credit)13 22.6 (9.7)

Net surplus/(loss) for the year from continuing operations105.9 (101.9)

Net gain/(loss) from discontinued operations after tax10 1,125.8 85.9

Net surplus/(loss) for the year1,231.7 (16.0)

Net surplus/(loss) attributable to owners of the Company1,169.3 (49.2)

Net surplus/(loss) attributable to non-controlling interests62.4 33.2

Other comprehensive income, after tax

Items that will not be reclassified to profit and loss:

Net change in fair value of property, plant & equipment recognised in equity 83.6 260.9

Share of other comprehensive income of associate companies19.5 8.0

Net change in equity investments at fair value through other comprehensive income14.8 46.1

Ineffective portion of hedges taken to profit and loss - -

Income tax effect of the above items(20.2)(90.4)

Items that may subsequently be reclassified to profit and loss:

Differences arising on translation of foreign operations(30.7)90.0

Realisations on disposal of subsidiary, reclassified to profit and loss(444.4) -

Effective portion of changes in fair value of cash flow hedges(53.6)218.5

Income tax effect of the above items21.2 (28.1)

Total other comprehensive income/(loss) after tax(409.8)505.0

Total comprehensive income/(loss) for the year821.9 489.0

Total comprehensive income for the year attributable to owners of the Company1,191.7 335.4

Total comprehensive income for the year attributable to non-controlling interests(364.2)153.6

Earnings per share

Basic and diluted (cents per share) from continuing operations4 6.0(18.6)

Basic and diluted (cents per share) 4 161.7 (6.8)

83
The accompanying notes form part of these consolidated financial statements.

Consolidated Statement

of Financial Position

As at 31 March 2022

Alison Gerry Mark Tume

Director Director

Notes

2022

$Millions

2021

$Millions

Cash and cash equivalents23.1 851.0 133.8

Trade and other accounts receivable and prepayments23.1 173.2 315.4

Derivative financial instruments23.4 65.3 76.2

Inventories2.0 1.9

Income tax receivable12.3 17.6

Assets held for sale10 194.8 2,253.4

Current assets1,298.6 2,798.3

Trade and other accounts receivable and prepayments23.1 7.7 13.5

Property, plant and equipment14 3,401.1 3,238.7

Investment properties15 279.3 260.1

Right of use assets16.1 159.2 115.5

Derivative financial instruments23.4 80.9 92.0

Intangible assets18 121.3 74.0

Goodwill 17 1,807.2 752.7

Investments in associates6 2,125.9 1,612.4

Shareholder loans to associates6 469.4 514.5

Other investments7 101.2 80.9

Non-current assets8,553.2 6,754.3

Total assets9,851.8 9,552.6

Accounts payable, accruals and other liabilities445.9 305.8

Interest bearing loans and borrowings19 215.5 94.1

Lease liabilities16.2 22.7 20.3

Derivative financial instruments23.4 48.3 89.2

Income tax payable9.4 4.1

Infrastructure bonds20 193.5 93.8

Trustpower bonds21 127.7 83.0

Wellington International Airport bonds22 - 75.0

Liabilities directly associated with the assets held for sale10 50.9 906.7

Current liabilities1,113.9 1,672.0

Interest bearing loans and borrowings19 851.7 916.2

Other liabilities151.3 195.4

Lease liabilities16.2 226.6 182.3

Deferred tax liability13.3 257.4 284.8

Derivative financial instruments23.4 70.5 66.9

Infrastructure bonds20 963.1 1,053.2

Perpetual Infratil Infrastructure bonds20 231.9 231.9

Trustpower bonds21 223.0 350.0

Wellington International Airport bonds and senior notes22 621.7 510.7

Non-current liabilities3,597.2 3,791.4

Attributable to owners of the Company3,713.9 2,644.0

Non-controlling interest in subsidiaries1,426.8 1,445.2

Total equity5,140.7 4,089.2

Total equity and liabilities9,851.8 9,552.6

Net tangible assets per share ($ per share)3.61 2.97

Approved on behalf of the Board on 18 May 2022

84
Consolidated Statement

of Cash Flows

For the year ended 31 March 2022

Notes

2022

$Millions

2021

$Millions

Cash flows from operating activities

Cash was provided from:

Receipts from customers1,585.5 1,175.0

Distributions received from associates61.2 73.6

Other dividends2.1 -

Interest received6.9 6.1

1,655.7 1,254.7

Cash was disbursed to:

Payments to suppliers and employees(1,364.0)(953.1)

Interest paid(157.4)(159.9)

Taxation paid(51.5)(50.3)

(1,572.9)(1,163.3)

Net cash inflow from operating activities25 82.8 91.4

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of associates - -

Capital returned from associates43.3 78.3

Proceeds from sale of subsidiaries (net of cash sold)1,654.5 -

Proceeds from sale of property, plant and equipment0.1 -

Proceeds from sale of investment property0.2 34.8

Proceeds from sale of investments44.3 0.7

Return of security deposits189.2 127.6

1,931.6 241.4

Cash was disbursed to:

Purchase of investments(313.1)(65.0)

Proceeds to Shareholder (loan)(0.4) -

Lodgement of security deposits(172.4)(219.4)

Purchase of intangible assets(6.1)(9.4)

Interest capitalised on construction of fixed assets - -

Purchase of shares in subsidiaries, net of cash acquired(1,159.4)(821.2)

Purchase of investment properties - (16.0)

Purchase of property, plant and equipment(115.6)(459.8)

(1,767.0)(1,590.9)

Net cash inflow / (outflow) from investing activities164.6 (1,349.5)

Cash flows from financing activities

Cash was provided from:

Proceeds from issue of shares - 294.1

Sale of shares in non-wholly owned subsidiary- -

Proceeds from issue of shares to non-controlling interests372.9 241.8

Bank borrowings1,023.8 852.9

Issue of bonds227.4 184.6

1,624.1 1,573.4

Cash was disbursed to:

Repayment of bank debt(1,018.7)(295.0)

Repayment of lease liabilities(26.1)(12.9)

Loan establishment costs(7.3)(18.4)

Repayment of bonds(251.9)(25.0)

Infrastructure bond issue expenses(2.2)(2.6)

Share buyback(6.7) -

Capital return to non-controlling shareholders in subsidiary companies - (96.2)

Dividends paid to non-controlling shareholders in subsidiary companies(66.7)(65.3)

Dividends paid to owners of the Company3 (121.8)(117.7)

(1,501.4)(633.1)

Net cash inflow / (outflow) from financing activities122.7 940.3

Net increase / (decrease) in cash and cash equivalents370.1 (317.8)

Foreign exchange gains / (losses) on cash and cash equivalents(4.3)36.9

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

Cash balances on acquisition9.8 26.0

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

Cash and cash equivalents at end of the year851.0 133.8

The accompanying notes form part of these consolidated financial statements.

85
The accompanying notes form part of these consolidated financial statements.

Consolidated Statement

of Changes in Equity

For the year ended 31 March 2022

 

 

Capital

$Millions

Revaluation

reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other

reserves

$Millions

Retained

earnings

$Millions

Total

$Millions

Non-

controlling

$Millions

Total equity

$Millions

Balance as at 1 April 20211,049.0 767.3 28.2 64.0 735.5 2,644.0 1,445.2 4,089.2

Net surplus/(deficit) for the year - - - - 1,169.3 1,169.3 62.4 1,231.7

Other comprehensive income, after tax        

Differences arising on translation of foreign

operations

- - (29.3) - - (29.3)5.2 (24.1)

Items reclassified to profit and loss on disposal

of subsidiaries

- (232.3)(0.2)(14.4)232.3 (14.6)(429.8)(444.4)

Net change in fair value of equity investments

at FVOCI

- - - 14.8 - 14.8 - 14.8

Realisations on disposal of equity investments

at FVOCI

- - - (14.6)20.2 5.6 - 5.6

Ineffective portion of hedges taken to profit

and loss

- - - - - - - -

Effective portion of changes in fair value of

cash flow hedges

- - - (15.5) - (15.5)(23.5)(39.0)

Fair value change of property, plant & equipment

recognised in equity

- 41.9 - - - 41.9 21.5 63.4

Share of associates other comprehensive

income - - - 19.5 - 19.5 - 19.5

Total other comprehensive income - (190.4)(29.5)(10.2)252.5 22.4 (426.6)(404.2)

Total comprehensive income for the year - (190.4)(29.5)(10.2)1,421.8 1,191.7 (364.2)827.5

Contributions by and distributions to

non-controlling interest

        

Non-controlling interest arising on acquisition of

subsidiary

- - - - - - 412.4 412.4

Buy back of shares to non-controlling interests - - - - - - - -

Issue/(acquisition) of shares held by outside

equity interest - - - - - - - -

Total contributions by and distributions to

non-controlling interest - - - - - - 412.4 412.4

Contributions by and distributions to owners        

Shares issued - - - - - - - -

Share buyback - - - - - - - -

Shares issued under dividend reinvestment plan8.3 - - - - 8.3 - 8.3

Conversion of executive redeemable shares - - - - - - - -

Dividends to equity holders - - - - (130.1)(130.1)(66.6)(196.7)

Total contributions by and distributions to owners8.3 - - - (130.1)(121.8)(66.6)(188.4)

Balance at 31 March 20221,057.3 576.9 (1.3)53.8 2,027.2 3,713.9 1,426.8 5,140.7

86
The accompanying notes form part of these consolidated financial statements.

Consolidated Statement

of Changes in Equity

For the year ended 31 March 2021

Capital

$Millions

Revaluation

reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other

reserves

$Millions

Retained

earnings

$Millions

Total

$Millions

Non-

controlling

$Millions

Total equity

$Millions

Balance as at 1 April 2020

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

Net surplus for the year

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

Other comprehensive income, after tax

Differences arising on translation of foreign

operations

- - 100.0 - - 100.0 (13.5)86.5

Items reclassified to profit and loss on disposal

of subsidiaries

- - - - - - - -

Net change in fair value of equity investments

at FVOCI

- - - 46.1 - 46.1 - 46.1

Realisations on disposal of equity investments

at FVOCI

- - - - - - - -

Ineffective portion of hedges taken to profit

and loss

- - - - - - - -

Effective portion of changes in fair value of cash

flow hedges

- - - 118.3 - 118.3 75.6 193.9

Fair value change of property, plant & equipment

recognised in equity

- 112.2 - - - 112.2 58.3 170.5

Share of associates other comprehensive

income - - - 8.0 - 8.0 - 8.0

Total other comprehensive income

- 112.2 100.0 172.4 - 384.6 120.4 505.0

Total comprehensive income for the year - 112.2 100.0 172.4 (49.2)335.4 153.6 489.0

Contributions by and distributions to

non-controlling interest

Non-controlling interest arising on acquisition of

subsidiary

- - - - - - 240.9 240.9

Issue of shares to non-controlling interests

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

Issue/(acquisition) of shares held by outside

equity interest - - - - - - - -

Total contributions by and distributions to

non-controlling interest - - - - - - 149.3 149.3

Contributions by and distributions to owners

Share issued

294.1 - - - - 294.1 - 294.1

Share buyback

- - - - - - - -

Shares issued under the dividend reinvestment

plan

- - - - - - - -

Conversion of executive redeemable shares

- - - - - - - -

Dividends to equity holders - - - - (117.7)(117.7)(65.4)(183.1)

Total contributions by and distributions to owners

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

Balance at 31 March 20211,049.0 767.3 28.2 64.0 735.5 2,644.0 1,445.2 4,089.2

87
Notes to the

Financial Statements

For the year ended 31 March 2022

1 Accounting policies

A Reporting Entity

Infratil Limited (‘the Company’) is a company domiciled in New

Zealand and registered under the Companies Act 1993. The

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

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

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

B Basis of preparation

The consolidated financial statements have been prepared in

accordance with New Zealand Generally Accepted Accounting

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

to International Financial Reporting Standards (‘NZ IFRS’) and

other applicable financial reporting standards as appropriate for

profit-oriented entities. The consolidated financial statements

comprise the Company, its subsidiaries and associates (‘the

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

these consolidated financial statements is New Zealand dollars,

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

$Millions unless otherwise stated. The principal accounting

policies adopted in the preparation of these consolidated financial

statements are set out below. These policies have been

consistently applied to all the periods presented, unless otherwise

stated. Comparative figures have been restated where

appropriate to ensure consistency with the current period.

The consolidated financial statements comprise statements of the

following: comprehensive income; financial position; changes in

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

to those statements. The consolidated financial statements are

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

plant and equipment which is valued in accordance with

accounting policy (D), investment property valued in accordance

with accounting policy (E), financial derivatives valued in

accordance with accounting policy (K), and financial assets valued

in accordance with accounting policy (R).

Accounting estimates and judgements

The preparation of consolidated financial statements in conformity

with NZ IFRS requires management to make estimates and

assumptions that affect the reported amounts of assets and

liabilities at the date of the consolidated financial statements and

the reported amounts of revenues and expenses during the

reporting period. Future outcomes could differ from those

estimates. The principal areas of judgement in preparing these

consolidated financial statements are set out below.

Valuation of property, plant and equipment

Property, plant and equipment is recorded at cost less

accumulated depreciation and impairment losses, or at fair value

less accumulated depreciation and impairment losses. Where

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

can include an assessment of the net present value of the future

earnings of the assets, the depreciated replacement cost, and

other market-based information in accordance with asset

valuation standards. The key inputs and assumptions that are used

in valuations, that require judgement, can include projections of

future revenues, volumes, operational and capital expenditure

profiles, capacity, terminal values, the application of discount rates

and replacement values. Key inputs and assumptions are

reassessed at each balance date to ensure there has been no

material change that may impact the valuation.

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

whether costs incurred relate to bringing an asset to its working

condition for its intended use, and therefore are appropriate for

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

the appropriate life for a particular asset requires judgements

about, among other factors, the expected future economic

benefits of the asset and the likelihood of obsolescence.

Assessing whether an asset is impaired involves estimating the

future cash flows that the asset is expected to generate.

This will, in turn, involve a number of assumptions, including the

assessment of the key inputs that impact the valuation.

Valuation of investments including Associates

Infratil completes an assessment of the carrying value of

investments at least annually and considers objective evidence for

impairment on each investment, taking into account observable

data on the investment, the status or context of markets, its own

view of fair value, and its long term investment intentions. Infratil

notes the following matters which are specifically considered in

terms of objective evidence of impairment of its investments, and

whether there is a significant or prolonged decline from cost,

which should be recorded as an impairment, and taken to profit

and loss: any known loss events that have occurred since the initial

recognition date of the investments, including its investment

performance, its long term investment horizon, specific initiatives

which reflect the strategic or influential nature of its existing

investment position and internal valuations; and the state of

markets. The assessment also requires judgements about the

expected future performance and cash flows of the investment.

Derivatives

Certain derivatives are classified as financial assets or financial

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

and risk factors for these derivatives relate to energy price hedges

and their valuation. Energy price hedges are valued with reference

to financial models of future energy prices or market values for the

relevant derivative. Accounting judgements have been made in

determining hedge designation for the different types of

derivatives employed by the Group to hedge risk exposures.

Other derivatives including interest rate instruments and foreign

exchange contracts are valued based on market information and

prices.

C Basis of preparing consolidated

financial statements

Principles of consolidation

The consolidated financial statements are prepared by combining

the financial statements of all the entities that comprise the

consolidated Group. A list of significant subsidiaries and

associates is shown in Note 8. Consistent accounting policies are

employed in the preparation and presentation of the Group

consolidated financial statements.

D Property, plant and equipment

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

accumulated depreciation and impairment losses, or at fair value

less accumulated depreciation and impairment losses. Where

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

are undertaken on a systematic basis. No individual asset is

included at an independent external valuation undertaken more

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

value determined by an independent valuer or by the Directors

88
with reference to independent experts, in accordance with NZ IAS

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

specialised nature and do not have observable market values in

their existing use, depreciated replacement cost is used as the

basis of the valuation. Depreciated replacement cost measures

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

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

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

observable market an income-based approach is used.

Land, buildings, vehicles, plant and equipment, leasehold

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

Renewable generation assets are shown at fair value, based on

periodic valuations by independent external valuers or by Directors

with reference to independent experts, less subsequent

depreciation.

Depreciation is provided on a straight line basis and the major

depreciation periods (in years) are:

Buildings and civil works 2-120

Vehicles, plant and equipment1-40

Renewable generation 12-200

Landnot depreciated

Leasehold improvements4-40

Capital work in progressnot depreciated until asset in use

E Investment properties

Investment properties are property (either owned or leased) held

to earn rental income. Investment properties are measured at fair

value with any change therein recognised in profit or loss. Property

that is being constructed for future use as investment property is

measured at fair value and classified as investment properties.

Where a leased property is held to earn rental income, the right of

use asset is included within Investment properties.

F Receivables

Receivables are initially recognised at fair value and subsequently

measured at amortised cost, less any provision for expected

credit losses. The Group applies the simplified approach to

measuring expected credit losses using a lifetime expected loss

allowance for all trade receivables and contract assets. These

provisions take into account known commercial factors impacting

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

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

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

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

trends, are also taken into account.

G Investments in associates

Associates are those entities in which the Group has significant

influence, but not control, over the financial and operating policies.

Investments in associates are accounted for using the equity

method. Under the equity method, the investment in the

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

acquisition changes in the net assets of the associate and any

impairment losses. The Group’s share of the associates’ post-

acquisition profits or losses is recognised in profit or loss, and the

Group’s share of post-acquisition movements in reserves is

recognised in other comprehensive income.

H Goodwill and intangible assets

The carrying value of goodwill is subject to an annual impairment

test to ensure the carrying value does not exceed the recoverable

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

goodwill is allocated to the individual cash-generating units to

which it relates. Any impairment losses are recognised in the

statement of comprehensive income. In determining the

recoverable amount of goodwill, fair value is assessed, including

the use of valuation models to calculate the present value of

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

where available with reference to listed prices.

Intangible customer base assets

Intangible assets include lease agreements & software, customer

acquisition costs, customer contracts and brands.

Amortisation is calculated to write off the cost of intangible assets

less their estimated residual values using the straight-line method

over their estimated useful lives, and is generally recognised in

profit or loss.

The estimated useful lives for current and comparative periods are

as follows:

• Lease agreements and software: 3 - 7 years

• Customer acquisition costs: 12- 20 years

• Customer contracts: 1-5 years

Amortisation methods, useful lives and residual values are

reviewed at each reporting date and adjusted if appropriate.

Brand names

Brand names that are acquired as part of a business combination

are recognised separately from goodwill. These assets are carried

at their fair value at the date of acquisition less impairment losses.

Brand names are valued using the relief from royalty method.

Brand names are determined to have indefinite useful lives and

therefore do not attract amortisation. Key factors taken into

account in concluding this was the ongoing strong recognition of

the brands, and the absence of any legal, technical or commercial

factors indicating that a finite life would be more appropriate.

The carrying value of a brand is subject to an annual impairment

test (with goodwill) to ensure the carrying value does not exceed

the recoverable amount at balance date.

I Assets and disposal groups held for sale

Assets and disposal groups classified as held for sale are

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

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

their carrying amount will be recovered through a sale transaction

rather than through continuing use. This condition is regarded as

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

disposal group) is available for immediate sale in its present

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

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

J Taxation

Income tax comprises both current and deferred tax. Current tax

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

using tax rates enacted or substantively enacted at the balance

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

years. Deferred tax is recognised in respect of the differences

between the carrying amounts of assets and liabilities for financial

reporting purposes and the carrying amounts used for taxation

purposes.

89
The amount of deferred tax provided is based on the expected

manner of realisation or settlement of the carrying amount of

assets and liabilities, using tax rates enacted or substantively

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

recognised only to the extent that it is probable that future taxable

profits will be available against which the asset can be utilised, or

there are deferred tax liabilities to offset it.

Preparation of the consolidated financial statements requires

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

availability and recognition of losses to be carried forward and the

amount of foreign tax credits that will be received.

K Derivative financial instruments

When appropriate, the Group enters into agreements to manage

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

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

Group does not hold or issue derivative financial instruments for

speculative purposes. However, certain derivatives do not qualify

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

value through profit or loss. Derivative financial instruments are

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

Subsequent to initial recognition, derivative financial instruments

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

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

the derivative is designated effective as a hedging instrument, in

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

the nature of the hedging relationship. The Group identifies certain

derivatives as hedges of highly probable forecast transactions to

the extent the hedge meets the hedge designation tests.

Hedge accounting

The Group designates certain hedging instruments as either cash

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

inception of the hedge relationship the Group documents the

relationship between the hedging instrument and hedged item,

along with its risk management objectives and its strategy for

undertaking various hedge transactions. Furthermore, at the

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

documents whether the hedging instrument that is used in the

hedging relationship is highly effective in offsetting changes in fair

values or cash flows of the hedged item.

The effective portion of changes in the fair value of derivatives that

are designated and qualify as cash flow hedges are recognised in

other comprehensive income and presented in equity. The gain or

loss relating to the ineffective portion is recognised in profit or loss.

The amounts presented in equity are recognised in profit or loss in

the periods when the hedged item is recognised in profit or loss.

Hedge accounting is discontinued when the Group revokes the

hedging relationship, the hedging instrument expires or is sold,

terminated, or exercised, or no longer qualifies for hedge

accounting. Any cumulative gain or loss recognised in equity at

that time remains in equity and is recognised when the forecast

transaction is ultimately recognised in profit or loss. When a

forecast transaction is no longer expected to occur, the

cumulative gain or loss that was recognised in equity is recognised

in profit or loss.

Foreign currency differences arising on the retranslation of a

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

foreign operation are recognised directly in equity, in the foreign

currency translation reserve, to the extent that the hedge is

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

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

investment is disposed of, the cumulative amount in equity is

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

disposal.

L Foreign currency transactions

Transactions in foreign currencies are translated to the respective

functional currencies of Group entities at exchange rates at the

dates of the transactions. Monetary assets and liabilities

denominated in foreign currencies at the reporting date are

translated to the functional currency at the exchange rate at that

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

difference between amortised cost in the functional currency at

the beginning of the period, adjusted for interest and payments

during the period, and the amortised cost in foreign currency

translated at the exchange rate at the end of the period. Non-

monetary assets and liabilities denominated in foreign currencies

that are measured at fair value are translated to the functional

currency at the exchange rate at the date that the fair value was

determined. Foreign currency differences arising on translation are

recognised in profit or loss, except for differences arising on the

translation of the net investment in a foreign operation.

Foreign operations

The assets and liabilities of foreign operations including goodwill

and fair value adjustments arising on acquisition, are translated to

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

income and expenses of foreign operations are translated to New

Zealand dollars at the average rate for the reporting period.

M Impairment of assets

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

its assets to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication

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

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

asset does not generate cash flows that are independent from

other assets, the Group estimates the recoverable amount of the

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

intangible assets with indefinite useful lives and intangible assets

not yet available for use are tested for impairment annually and

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

N Revenue recognition

Revenue is measured based on the consideration specified in a

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

the various performance obligations in the Group’s contracts with

customers and when revenue is recognised is outlined at Note 11

(Revenue).

Interest revenues are recognised as accrued, taking into account

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

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

income is recognised when the right to receive the payment is

established.

90
O Borrowings

Borrowings are recorded initially at fair value, net of transaction

costs. Subsequent to initial recognition, borrowings are measured

at amortised cost with any difference between the initial

recognised amount and the redemption value being recognised in

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

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

costs incurred in arranging finance are capitalised and amortised

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

P Discontinued operations

Classification as a discontinued operation occurs on disposal, or

when the operation meets the criteria to be classified as a

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

earlier, and represents a separate major line of business or

geographical area of operations. When an operation is classified

as a discontinued operation, the comparative statement of

comprehensive income is re-presented as if the operation had

been discontinued from the start of the comparative year.

Q Segment reporting

An operating segment is a component of the Group that engages

in business activities from which it may earn revenues and incur

expenses, including revenues and expenses that relate to

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

operating segments’ operating results are reviewed regularly by

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

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

for which discrete financial information is available.

The Group is organised into seven main business segments,

Trustpower, Tilt Renewables, Wellington International Airport,

Diagnostic Imaging, Gurīn Energy, Associate Companies and

Other. Other comprises investment activity not included in the

specific categories.

R Financial assets - available for sale

These assets are subsequently measured at fair value. Dividends

are recognised as income in profit or loss unless the dividend

clearly represents a recovery of part of the cost of the investment.

Other net gains and losses are recognised in OCI and are never

reclassified to profit or loss.

S Adoption status of relevant new financial reporting

standards and interpretations

In April 2021, the IFRS Interpretations Committee (‘IFRIC’) issued

an agenda decision clarifying its interpretation on how current

accounting standards apply to configuration and customisation

costs incurred in implementing Software-as-a-Service (‘SaaS’)

cloud computing arrangements. The decision discusses whether

configuration and customisation costs relating to cloud computing

arrangements are able to be recognised as intangible assets, and

if not, over what period the expenditure is expensed.

The Group’s previous accounting policy was to record these

configuration and customisation costs as part of the cost of an

intangible asset and amortise these costs over the useful life of

the software assets.

The impact of adopting IFRIC’s agenda decision on the Group’s

Consolidated Statement of Comprehensive Income for the year

ended 31 March 2022 has been applied and is summarised below:

The prior year adjustment for the initial application of the IFRIC

agenda decision on the configuration and customisation costs

incurred in implementing SaaS have been assessed as immaterial

to the Group, therefore, have been prospectively adjusted for in

the current year. The Vodafone share of associates’ surplus

before tax includes a prior year adjustment of $5.2 million.

The current year impact also included is $13.8 million. As a result,

the share of earnings of associate companies and carrying value

of the investment in associate has been impacted by $19.0 million

in 2022.

S New standards, amendments and

pronouncements not yet adopted by the Group

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

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

current or future reporting periods, and foreseeable future

transactions.

91
2 Nature of business

The Group owns and operates infrastructure businesses and

investments in New Zealand, Australia, the United States, Asia,

United Kingdom and Europe. The Company is a limited liability

company incorporated and domiciled in New Zealand. The

address of its registered office is 5 Market Lane, Wellington,

New Zealand.

More information on the individual businesses is contained in

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

associates) including the relative contributions to total revenue

and expenses of the Group.

3 Infratil shares and dividends

Ordinary shares (fully paid)

20222021

Total authorised and issued

shares at the beginning of the

year722,952,533 659,678,837

Movements during the year:

New shares issued - 63,273,696

New shares issued under

dividend reinvestment plan1,031,049 -

Treasury stock reissued under

dividend reinvestment plan - -

Conversion of executive

redeemable shares - -

Share buyback - -

Total authorised and issued

shares at the end of the year723,983,582 722,952,533

During the comparative period the Company issued 63.3 million

shares. In total, net proceeds after issue costs of $294.1 million

were raised via an institutional placement and share purchase plan

for existing shareholders. All fully paid ordinary shares have equal

voting rights and share equally in dividends and equity.

At 31 March 2022 the Group held 1,662,617 shares as Treasury

Stock (31 March 2021: 1,662,617).

Dividends paid on ordinary shares

2022

Cents per

share

2021

Cents per

share

2022

$Millions

2021

$Millions

Final dividend prior year11.50 11.00 83.0 72.5

Interim dividend current

year6.50 6.25 47.1 45.2

Dividends paid on

ordinary shares18.00 17.25 130.1 117.7


4 Earnings per share

2022

$Millions

2021

$Millions

Net surplus from continuing operations

attributable to ordinary shareholders 60.8(120.8)

Basic and diluted earnings per share (cps)

from continuing operations8.4(17.0)

Net surplus attributable to ordinary

shareholders 1,186.6 (49.2)

Basic and diluted earnings per share (cps)164.1 (6.9)

Weighted average number of

ordinary shares

Issued ordinary shares at 1 April 723.0 659.7

Effect of new shares issued - 49.6

Effect of new shares issued under dividend

reinvestment plan

0.3 -

Effect of Treasury stock reissued under

dividend reinvestment plan

- -

Effect of conversion of executive

redeemable shares

- -

Effect of shares bought back - -

Weighted average number of

ordinary shares at end of year 723.3 709.3

92
5 Operating segments

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

investment and Qscan Group and RHC Holdco make up the Group’s diagnostic imaging platform. Associates comprises Infratil’s

investments that are not consolidated for financial reporting purposes including CDC Data Centres, Vodafone New Zealand,

RetireAustralia, Longroad Energy, Kao Data and Galileo Green Energy. Further information on these investments is outlined in Note 6.

The Group’s investment in Tilt Renewables and Trustpower’s retail business are treated as Discontinued Operations as at 31 March 2022.

Further information on these investments is outlined in Note 10.1 and 10.2. All other segments and corporate predominately includes the

activities of the Parent Company. The group has no significant reliance on any one customer. Inter-segment revenue primarily comprises

dividends from Trustpower.

Trustpower

New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

Diagnostic

Imaging

Australasia

$Millions

Gurīn

Energy

Asia

$Millions

Associates

$Millions

All other

segments

and

corporate

New

Zealand

$Millions

Eliminations &

discontinued

operations

$Millions

Total

$Millions

For the year ended

31 March 2022

Total revenue1,019.7 60.0 95.6 440.5 - - 87.4(759.0)944.2

Share of earnings of associate

companies

- - - - - 268.5 - - 268.5

Inter-segment revenue - - - - - - (72.8)(10.6)(83.4)

Total income1,019.7 60.0 95.6 440.5 - 268.5 14.6(769.6)1,129.3

Operating expenses (excluding

depreciation and amortisation)

(815.1)(47.9)(39.1)(341.3)(6.3) - (222.7)640.3(832.1)

Interest income - 0.4 0.2 - - - 6.2 (0.4)6.4

Interest expense(29.8)(6.7)(26.1)(34.4)(0.1) - (76.7)7.9(165.9)

Depreciation and amortisation(47.4)(19.5)(30.5)(40.4)(0.1) - - 46.5 (91.4)

Net gain/(loss) on foreign

exchange and derivatives

42.9 (12.7)(1.1)9.2 - - 17.0 12.7 68.0

Net realisations, revaluations and

impairments

- - 6.5 0.1 - - 1,144.3(1,136.8)14.2

Taxation expense(50.6)3.8 (2.5)(14.5) - - 40.30.9(22.6)

Net surplus/(loss) for the year119.7(22.6)3.019.2(6.5)268.5 923.0(1,198.5)105.9

Net surplus/(loss) attributable to

owners of the company

59.8(14.8)2.0 9.6 (6.2)268.5 923.0(1,198.5)43.4

Net surplus/(loss) attributable to

non-controlling interests

59.8(8.0)1.0 9.6 (0.3) - - -62.2

Current assets300.0 - 55.9 74.1 3.6 - 781.2 83.8 1,298.6

Non-current assets1,951.2 - 1,474.7 2,250.2 0.5 2,595.2 424.8 (143.4)8,553.2

Current liabilities452.8 - 17.9 133.8 2.3 - 471.5 35.6 1,113.9

Non-current liabilities755.8 - 762.2 821.0 - - 1,401.6 (143.4)3,597.2

Net assets1,042.6 - 750.5 1,369.5 1.8 2,595.2 (667.1)48.2 5,140.7

Non-controlling interest

percentage

49.0% 34.9% 34.0% 46.8% 5.0%

Capital expenditure and

investment46.3 33.7 19.6 433.7 8.3 307.9 - (33.7)815.8

93
Trustpower

New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

Diagnostic

Imaging

Australia

$Millions

Associates

$Millions

All other

segments

and

corporate

New

Zealand

$Millions

Eliminations &

discontinued

operations

$Millions

Total

$Millions

For the year ended

31 March 2021

Total revenue952.8 137.4 68.8 65.5 - 100.2 (788.2)536.5

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

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

Total income952.8 137.4 68.8 65.5 182.6 10.2 (826.5)590.8

Operating expenses (excluding

Depreciation and amortisation)(752.5)(57.2)(32.8)(62.9) - (187.5)612.7 (480.2)

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

Interest expense(30.8)(15.0)(27.2)(5.1) - (76.9)16.2 (138.8)

Depreciation and amortisation(45.4)(43.8)(29.6)(7.9) - - 66.3 (60.4)

Net gain/(loss) on foreign exchange and

derivatives

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

Net realisations, revaluations and

impairments

- - 8.7 - - 23.1 - 31.8

Taxation expense(10.3)(31.5)12.4 (2.0) - 4.2 36.9 9.7

Net surplus/(loss) for the year30.8 71.6 2.4 (12.4)182.6 (201.0)(175.9)(101.9)

Net surplus/(loss) attributable to owners of

the company

17.4 47.1 1.8 (7.0)182.6 (201.0)(54.2)(13.3)

Net surplus/(loss) attributable to non-

controlling interests

13.4 24.5 0.6 (5.4) - - (31.7)1.4

Current assets340.9 404.6 96.8 43.6 - 63.6 1,848.8 2,798.3

Non-current assets2,001.5 1,803.2 1,399.1 912.6 2,126.9 359.8 (1,848.8)6,754.3

Current liabilities317.6 65.4 117.9 41.9 - 288.0 841.2 1,672.0

Non-current liabilities937.9 841.3 705.3 366.1 - 1,782.0 (841.2)3,791.4

Net assets1,086.9 1,301.1 672.7 548.2 2,126.9 (1,646.6) - 4,089.2

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

Capital expenditure and investments36.4 377.4 35.0 309.6 55.1 23.5 (377.4)459.6

94
Entity wide disclosure - geographical

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

the United Kingdom, Asia and Europe. The Group’s geographical segments are based on the location of both customers and assets.

The Group’s investment in Tilt Renewables and Trustpower’s retail business are treated as Discontinued Operations as at 31 March 2022.

New Zealand

$Millions

Australia

$Millions

Asia

$Millions

United States

$Millions

United

Kingdom &

Europe

$Millions

Eliminations &

discontinued

operations

$Millions

Total

$Millions

For the year ended 31 March 2022

Total revenue1,445.5 257.7 - - - (759.0)944.2

Share of earnings of associate companies10.3237.1 - 27.7 (6.6) - 268.5

Inter-segment revenue(72.8) - - - - (10.6)(83.4)

Total income1,383.0494.8 - 27.7 (6.6)(769.6)1,129.3

Operating expenses (excluding Depreciation

and amortisation)(1,313.7)(214.5)(6.3) - - 702.4(832.1)

Interest income8.7 (1.9) - - - (0.4)6.4

Interest expense(152.2)(21.7)(0.1) - - 8.1 (165.9)

Depreciation and amortisation(103.0)(34.8)(0.1) - - 46.5 (91.4)

Net gain/(loss) on foreign exchange and

derivatives

68.7 (13.4) - - - 12.7 68.0

Net realisations, revaluations and impairments1,176.8(25.9) - - - (1,136.8)14.2

Taxation expense(33.1)9.6 - - - 0.9(22.6)

Net surplus/(loss) for the year1,035.2192.2 (6.5)27.7 (6.6)(1,136.2)105.9

Current assets1,198.416.0 3.6 - - 80.6 1,298.6

Non-current assets6,358.3 1,868.1 0.5 183.5 223.0 (80.2)8,553.2

Current liabilities1,055.527.12.3 - - 29.0 1,113.9

Non-current liabilities3,689.351.3 - - - (143.4)3,597.2

Net assets2,811.91,805.7 1.8 183.5 223.0 114.85,140.7

Capital expenditure and investments474.8 76.0 8.3 58.7 231.7 (33.7)815.8

For the year ended 31 March 2021

Total revenue1,169.1 155.6 - - - (788.2)536.5

Share of earnings of associate companies(27.2)165.5 - 47.9 (3.6) - 182.6

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

Total income1,051.9 321.1 - 47.9 (3.6)(826.5)590.8

Operating expenses (excluding Depreciation

and amortisation)(1,120.3)(62.7) - - - 702.8 (480.2)

Interest income3.9 0.8 - - - (3.1)1.6

Interest expense(137.4)(17.6) - - - 16.2 (138.8)

Depreciation and amortisation(90.4)(36.3) - - - 66.3 (60.4)

Net gain/(loss) on foreign exchange and

derivatives

(55.8)77.8 - - - (78.4)(56.4)

Net realisations, revaluations and impairments57.9 (26.1) - - - - 31.8

Taxation expense(3.7)(23.5) - - - 36.9 9.7

Net surplus/(loss) for the year(293.9)233.5 - 47.9 (3.6)(85.8)(101.9)

Current assets522.0 427.5 - - - 1,848.8 2,798.3

Non-current assets5,015.3 3,413.0 - 118.4 10.8 (1,803.2)6,754.3

Current liabilities749.7 81.1 - - - 841.2 1,672.0

Non-current liabilities3,775.0 924.6 - - - (908.2)3,791.4

Net assets1,012.6 2,834.8 - 118.4 10.8 112.6 4,089.2

Capital expenditure and investments238.6 540.8 - 45.8 11.8 (377.4)459.6

95
6 Investments in associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.

The Group’s investments in associates are made through a combination of equity, and in certain instances shareholder loans to

those entities.

2022

$Millions

2021

$Millions

Investments in associates are as follows:

Equity investments in associates2,125.91,655.3

Shareholder loans to associates469.4471.6

Investments in associates2,595.32,126.9

Note

2022

$Millions

2021

$Millions

Investments in associates are as follows:

Vodafone New Zealand6.1838.2857.3

CDC Data Centres6.21,026.2 873.0

RetireAustralia6.3417.3 340.9

Longroad Energy 6.490.5 44.9

Kao Data6.5203.4 -

Galileo Green Energy6.619.710.8

Investments in associates2,595.32,126.9

Note

2022

$Millions

2021

$Millions

Equity accounted earnings of associates are as follows:

Vodafone New Zealand6.110.3(27.2)

CDC Data Centres6.2158.1 134.3

RetireAustralia6.379.1 31.2

Longroad Energy 6.427.7 47.9

Kao Data6.5(2.2) -

Galileo Green Energy6.6(4.5)(3.6)

Share of earnings of associate companies268.5182.6

96
6.1 Vodafone New Zealand

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

a 49.95% shareholding (31 March 2021: 49.89%) in ICN JV Investments Limited (the ultimate parent company of Vodafone

New Zealand), alongside investment partners Brookfield Asset Management Inc. (49.95%) and Vodafone management (0.1%).

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

2022

$Millions

2021

$Millions

Carrying value at 1 April857.3 974.0

Acquisition of shares - -

Capitalised transaction costs - -

Shareholder loans - -

Total capital contributions during the year - -

Interest on shareholder loan9.7 9.7

Share of associate’s surplus/(loss) before income tax2.0(47.2)

Share of associate’s income tax (expense)(1.4)10.3

Total share of associate’s earnings during the year10.3(27.2)

Share of associate's other comprehensive income7.8 7.2

less: Distributions received(27.5)(26.4)

less: Shareholder loan repayments including interest(9.7)(70.3)

Carrying value of investment in associate838.2857.3

Summary financial information:

2022

$Millions

2021

$Millions

Summary information for Vodafone is not adjusted for the percentage ownership held by the Group

(unless stated)

Current assets459.7487.7

Non-current assets3,544.03,613.4

Total assets4,003.74,101.1

Current liabilities528.1563.7

Non-current liabilities2,362.8 2,385.2

Total liabilities2,890.92,948.9

Net assets (100%)1,112.81,152.2

Group's share of net assets 555.7574.8

Revenues1,963.51,950.4

Net surplus/(loss) after tax11.4(69.4)

Total other comprehensive income13.36.4

2022

$Millions

2021

$Millions

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

Group's share of net assets555.7574.8

add: Shareholder loan282.3282.3

add: Capitalised transaction costs0.2 0.2

Carrying value of investment in associate838.2 857.3

97
6.2 CDC Data Centres

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

Infratil holds a 48.10% shareholding (31 March 2021: 48.08%) in CDC Group Holdings Pty Ltd (the ultimate parent company of

CDC Data Centres), alongside investment partners the Commonwealth Superannuation Corporation (24.05%), Future Fund (24.05%)

and CDC Data Centres management (3.80%).

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

2022

$Millions

2021

$Millions

Carrying value at 1 April

873.0 693.4

Acquisition of shares17.3 8.3

Capitalised transaction costs0.1 -

Shareholder loans - -

Total capital contributions during the year17.4 8.3

Interest on shareholder loan8.5 10.6

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

204.6 178.6

Share of associate’s income tax (expense)(58.5)(58.0)

add: share of associate's share capital issue, net of dilution3.5 3.1

Total share of associate’s earnings during the year

158.1 134.3

Share of associate's other comprehensive income

(0.6)(0.6)

less: Distributions received(2.0) -

less: Shareholder loan repayments including interest(11.4)(5.8)

Foreign exchange movements recognised in other comprehensive income(8.3)43.4

Carrying value of investment in associate1,026.2 873.0

Summary financial information:

2022

A$Millions

2021

A$Millions

Summary information for CDC is not adjusted for the percentage ownership held by the Group

(unless stated)

Current assets146.2 152.3

Non-current assets4,084.1 3,202.6

Total assets4,230.3 3,354.9

Current liabilities102.1 72.2

Non-current liabilities2,497.4 1,963.1

Total liabilities2,599.5 2,035.3

Net assets (100%)1,630.8 1,319.6

Group's share of net assets784.4634.5

Revenues260.8 187.5

Net surplus/(loss) after tax286.6 234.2

Total other comprehensive income(1.2) -

2022

$Millions

2021

$Millions

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

Group's share of net assets in NZD844.5 690.9

Goodwill4.7 -

add: Shareholder loan177.0 182.1

Carrying value of investment in associate1,026.2873.0

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

rates used to convert the summary financial information to the Group’s functional currency (NZ$) were 0.9287 (Spot rate) and 0.9429 (Average rate)

(2021: Spot rate 0.9182, Average rate 0.9338).

98
6.3 RetireAustralia

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

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

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

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

2022

$Millions

2021

$Millions

Carrying value at 1 April

340.9 291.5

Acquisition of shares - -

Total capital contributions during the year - -

Share of associate’s surplus/(loss) before income tax79.1 31.2

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

Total share of associate’s earnings during the year

79.1 31.2

Share of associate's other comprehensive income

- -

less: Distributions received - -

Foreign exchange movements recognised in other comprehensive income(2.7)18.2

Carrying value of investment in associate417.3 340.9

Summary financial information:

2022

A$Millions

2021

A$Millions

Summary information for RetireAustralia is not adjusted for the percentage ownership held by the

Group (unless stated)

Current assets212.1 204.6

Non-current assets2,681.1 2,389.3

Total assets2,893.2 2,593.9

Current liabilities1,948.4 1,777.0

Non-current liabilities169.7 190.7

Total liabilities2,118.1 1,967.7

Net assets (100%)775.1 626.2

Group's share of net assets387.6 313.1

Group's share of net assets and carrying value of investment in associate ($NZD)417.3340.9

Revenues117.899.0

Net surplus/(loss) after tax149.1 55.6

Total other comprehensive income--

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

exchange rates used to convert the summary financial information to the Group’s functional currency (NZ$) were 0.9287 (Spot rate) and 0.9429

(Average rate) (2021: Spot rate 0.9182, Average rate 0.9338).

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

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

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

under Accounting Standards.

On 1 March 2022, Infratil announced that it intended to undertake a Strategic Review of its shareholding in RetireAustralia. The Strategic Review will be

undertaken in conjunction with the New Zealand Superannuation Fund. As at 31 March 2022 RetireAustralia is not deemed to be held for sale as the

requirement of IFRS 5 have not been met.

99
6.4 Longroad Energy

Longroad Energy Holdings, LLC (‘Longroad Energy’), is a Boston, USA, headquartered renewable energy developer focused on the

development, ownership, and operation of utility-scale wind and solar energy projects throughout the United States. Infratil holds a 40%

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

management (20%).

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

2022

$Millions

2021

$Millions

Carrying value at 1 April44.9 -

Capital contributions58.7 35.0

Shareholder loans - -

Total capital contributions during the year58.7 35.0

Share of associate’s surplus/(loss) before income tax27.7 47.9

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

Total share of associate’s earnings during the year27.7 47.9

Share of associate’s other comprehensive income13.4 1.5

less: Distributions received

(10.7)(28.2)

less: Capital returned(43.3)(11.3)

Foreign exchange movements(0.2) -

Carrying value of investment in associate90.5 44.9

Summary financial information:

31 December

2021

US$Millions

31 December

2020

US$Millions

Summary information for Longroad is not adjusted for the percentage ownership held by the Group

(unless stated)

Current assets116.3 111.0

Non-current assets2,142.8 1,817.3

Total assets2,259.1 1,928.3

Current liabilities223.2 78.2

Non-current liabilities1,041.3 1,059.6

Total liabilities1,264.5 1,137.8

Net assets (100%)994.6 790.5

Adjustment for movements between 31 December and 31 March24.4 17.6

less: Non-controlling interests at 31 March(865.5)(729.6)

Net assets attributable to owners of Longroad Energy as at 31 March153.5 78.5

Group's share of net assets at 31 March61.9 31.4

Group's share of net assets at 31 March (NZ$)88.7 44.9

Adjust carrying value to nil at 31 March (NZ$)1.8 -

Carrying value of investment in associate (NZ$)90.5 44.9

Revenues139.1 263.4

Net surplus/(loss) after tax21.7 89.9

Total other comprehensive income11.2 -

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

exchange rates used to convert the summary financial information to the Group’s functional currency (NZ$) were 0.6975 (Spot rate) and 0.6969 (Average

rate) (2021: Spot rate 0.6989, Average rate 0.6711).

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

balance date of 31 December and are reported as at that date.

100
Letter of credit facility

Longroad has obtained an uncommitted secured letter of credit facility of up to US$225 million (31 March 2021: US$200 million)

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

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

Superannuation Fund) have collectively agreed to meet up to US$225 million of capital calls (i.e. subscribe for additional units) equal

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

account immediately available working capital. As at 31 March 2022, US$76.8 million (Infratil share: US$38.4 million) (31 March 2021:

US$121.4 million) (Infratil share: US$60.7 million) in Letters of Credit are on issue under the Longroad Letter of Credit facility.

6.5 Kao Data

On 20 August 2021 the Group acquired a 19.92% stake of Kao Data from Legal & General Group and Goldacre for £34.6 million

($68.2 million). On 26 January 2022, the Group acquired a further 19.96% stake of Kao for £71.8 million ($144.6 million). Kao Data

develops and operates advanced data centres in the United Kingdom. The Group has determined that its investment in Kao Data is

an investment in associate, and equity accounting has been applied below. The Group’s share of associate’s earnings for the period

includes Infratil’s share of transaction costs that were incurred at the holding structure level.

The fair value of assets acquired and liabilities assumed resulted in provisional goodwill of £30.3 million ($60.3 million) being recognised.

Movement in the carrying amount of the Group’s investment in Kao Data:

2022

$Millions

Unaudited

2021

$Millions

Unaudited

Carrying value at 1 April--

Cost of equity212.8 -

Capitalised transaction costs5.1 -

Shareholder loans--

Total capital contributions during the period217.9 -

Share of associate’s surplus/(loss) before income tax(2.2)-

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

Total share of associate’s earnings in the period(2.2)-

Share of associate’s other comprehensive income

--

less: Distributions received--

Foreign exchange movements(12.3)-

Carrying value of investment in associate203.4 -

Summary financial information:

2022

£Millions

Unaudited

2021

£Millions

Unaudited

Summary information for Kao Data is not adjusted for the percentage ownership held by the Group

(unless stated)

Current assets44.6 -

Non-current assets253.4 -

Total assets298.0 -

Current liabilities44.3 -

Non-current liabilities65.7 -

Total liabilities110.0 -

Net assets (100%)188.0 -

101
2022

£Millions

Unaudited

2021

£Millions

Unaudited

Reconciliation of the carrying amount of the Group's investment in Kao Data:

Group's share of net assets in NZD141.2 -

Goodwill57.1 -

add: Capitalised transaction costs5.1 -

Carrying value of investment in associate203.4 -

Kao Data’s functional currency is the Pound Sterling (GBP) and the summary financial information shown is presented in this currency. The NZD/GBP

exchange rates used to convert the summary financial information to the Group’s functional currency ($NZD) were 0.5308 (Spot rate) and 0.5100

(Average rate) (31 March 2021: N/A).

6.6 Galileo Green Energy

On 5 February 2020, the Group announced an initial (40%) investment in Galileo Green Energy, LLC (‘Galileo’), a newly formed

renewable energy platform headquartered in Zurich, Switzerland. Galileo’s focus is primarily the development of wind, solar PV energy

projects and storage solutions across all of Europe. The other establishment partners were the New Zealand Superannuation Fund

(20%), Commonwealth Superannuation Corporation (20%) and the Morrison & Co Growth Infrastructure Fund (20%).

At 31 March 2022, Infratil has contributed €16.7 million in total (2021: €8.3 million), in the form of shareholder loan drawdowns (€6.3

million) and capital contributions (€10.4 million).

In accordance with Galileo’s investors initial commitment to provide support of up to €100 million to facilitate Galileo obtaining a Letter of

Credit facility (‘LC’), on 9 October 2020, Galileo executed a €90 million LC facility with ANZ (London Branch). The purpose of the

Uncommitted Standby LC is to secure any customary development or other obligations arising from energy development and

construction projects in Europe. At 31 March 2022 €31.0 million LCs have been issued by ANZ.

7 Other investments

2022

$Millions

2021

$Millions

Clearvision Ventures93.2 73.6

Other8.0 7.3

Other investments101.2 80.9

102
8 Investment in subsidiaries and associates

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

subsidiaries and associates is 31 March with exceptions noted.

2022

Holding

2021

HoldingPrincipal Activity

Subsidiaries

New Zealand

Infratil Finance Limited 100% 100% Finance

Infratil Infrastructure Property Limited100%100%Property

Tilt Renewables Limited- 65.5% Renewable Energy Generation

Trustpower Limited51.0% 51.0% Renewable Energy Generation

Wellington International Airport Limited66.0% 66.0% Airport

RHC Holdco Limited (Pacific Radiology, Auckland

Radiology Group and Bay Radiology)50.5%-Diagnostic Imaging

Australia

Qscan Group Holdings Newco Pty (Qscan Group)56.3% 56.3%Diagnostic Imaging

Asia

Gurīn Energy Pte. Limited

95.0%-Renewable Energy Development

Associates

New Zealand

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

Australia

CDC Group Holdings Pty Ltd (CDC Data Centres)48.1%48.1%Data Centres

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

United States

Longroad Energy Holdings, LLC (31 December year end)40.0% 40.0%Renewable Energy Development

Europe

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

United Kingdom

Kao Data Limited39.9%-Data Centres

103
9 Acquisition of subsidiaries

9.1 Pacific Radiology Group

On 31 May 2021, Infratil acquired 56.0% of Pacific Radiology Group Limited, (‘Pacific Radiology Group’), a comprehensive diagnostic

imaging practice in New Zealand, from existing doctor shareholders. Infratil invested in conjunction with existing doctor shareholders

and management (44.0%). Infratil has determined that Pacific Radiology Group is a subsidiary based on its voting equity interest and has

therefore consolidated Pacific Radiology Group from the acquisition date.

The acquisition of Pacific Radiology is in line with the company’s strategic direction outlined in February 2021, where healthcare was

identified as a sector of considerable opportunity. This builds on the acquisition of Qscan in the prior year with the Group looking to

create a meaningful Australasian healthcare platform with potential synergies and adjacent opportunities in the Group.

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

costs relating to the acquisition. Infratil’s total cash equity consideration transferred was NZ$313.6 million with the remainder funded

through external debt ($261.2 million). The non-controlling interest is determined by the cash consideration transferred of $246.4 million

from doctor and management shareholders.

RHC Holdco NZ Limited is the holding company which acquired 100% of the shares in Pacific Radiology Group. As a result,

NZ IFRS 3 Business Combinations (‘NZ IFRS 3’) was required to be applied by RHC Holdco NZ Limited on acquisition. NZ IFRS 3

requires that the identifiable assets and liabilities acquired as part of the business combination are measured at fair value at the date

of acquisition, with any gain recognised through the profit and loss and any deficit recognised as goodwill. Acquisition related costs are

recognised in the consolidated statement of comprehensive income as incurred. As Infratil controls RHC Holdco NZ Limited through

its shareholding, this is consolidated in the Group accounts.

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

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

acquired and the incremental amount paid of $753.8 million has been recognised as goodwill. The initial recognition exemption in

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

The measurement of fair values of intangible assets used the relief-from-royalty method and the with and without method. The relief

from royalty estimates fair value based on the present value of future forgone royalty payments over the life of the asset not required to

be paid by virtue of owning the asset. The with and without methodology estimates fair value based on the difference between two

discounted cash-flow models: one that represents the status quo for the business enterprise with the asset in place, and another

without it.

On 29 October 2021, RHC Holdco NZ Limited acquired 100% of Auckland Radiology Group Services Limited, (‘Auckland Radiology’), a

diagnostic imaging practice based in Auckland, New Zealand. Subsequently, on 17 December 2021, RHC Holdco NZ Limited acquired

100% of Bay Radiology Limited, (‘Bay Radiology’), a diagnostic imaging practice in the Bay of Plenty, New Zealand. In both transactions

existing Doctor and Management shareholders reinvested part of their proceeds, acquiring shares in RHC Holdco NZ Limited. The

acquisition accounting required under IFRS 3 in relation to the Auckland Radiology and Bay Radiology transactions had not been

finalised as at 31 March 2022, and therefore certain amounts recorded in the financial statements are reported as provisional.

Goodwill has been provisionally recognised in both transactions based on the carrying value of the identifiable assets and liabilities

acquired, including intangible assets. The fair value of intangible assets (customer contracts and brands) has been measured

provisionally, pending completion of an independent valuation. The total consideration transferred, including completion cash

adjustments, exceeded the carrying values of the net assets acquired and the incremental amount paid of $325.5 million

(Auckland Radiology: $210.1 million and Bay Radiology: $115.4 million) has been recognised as goodwill. The initial recognition exemption

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

The impact of the reinvestment by Auckland Radiology and Bay Radiology Doctor and Management shareholders was to dilute

Infratil’s shareholding in RHC Holdco NZ Limited to 50.5% at 31 March 2022.

For the 10 months ended 31 March 2022, RHC Holdco contributed revenue of $196.0 million and profit of $12.0 million to the Group’s

results (which includes acquisition-related costs of $24.9 million on legal fees and due diligence costs which are included in ‘radiology

business costs’). If the acquisitions had occurred on 1 April 2021, Management estimates that consolidated revenue would have been

$936.5 million and consolidated profit for the year would have been $1,250.8 million. In determining these amounts, management has

assumed the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the

acquisition had occurred on 1 April 2021.

104
Consideration Transferred

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

Acquisition date

Pacific

Radiology

31 May

2021

NZ$Millions

Auckland

Radiology

31 October

2021

NZ$Millions

Bay

Radiology

17 December

2021

NZ$Millions

Total

2022

NZ$Millions

Purchase consideration (100%)

Cash consideration paid817.2225.5113.21,155.9

Completion cash adjustment4.0--4.0

Total Consideration821.2 225.5 113.2 1,159.9

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

Assets (100%)

Fair Value

NZ$Millions

Fair Value

(Provisional)

NZ$Millions

Fair Value

(Provisional)

NZ$Millions

Fair Value

NZ$Millions

Cash and cash equivalents5.0 4.7 0.1 9.8

Trade and other accounts receivable and prepayments27.6 2.2 2.7 32.5

Right of use assets51.8 21.8 2.2 75.8

Intangible assets65.3 19.0 0.1 84.4

Property, plant and equipment56.5 13.7 8.8 79.0

Deferred tax asset6.3 3.8 0.9 11.0

Total assets at fair value212.6 65.2 14.8 292.5

Liabilities (100%)

Accounts payable, accruals and other liabilities47.214.46.568.0

Lease liabilities52.422.52.677.5

Deferred tax liability15.75.2-20.9

Interest bearing loans and borrowings29.97.67.945.4

Total liabilities at fair value145.249.717.0211.9

Total identifiable assets at fair value (100%)67.415.4(2.2)80.6

Goodwill arising on acquisition753.8210.1115.41,079.2

Infratil cash consideration313.662.832.5408.9

External debt funding257.2100.054.0411.2

Non-controlling interest246.483.542.7372.6

Completion cash adjustment4.0--4.0

Net working capital adjustments-(20.8)(16.0)(36.8)

Total cash consideration821.2 225.5 113.2 1,159.9

9.2 Gurīn Energy

On 21 July, Infratil acquired 95% of a newly-formed entity, Gurīn Energy Pte Limited, a renewable energy development platform

headquartered in Singapore which will focus on greenfield renewable projects across Asia. Infratil has committed US$223 million

through equity of US$133 million (NZ$189 million) and US$100m (NZ $142 million) in the form of support for letters of credit provided

by 3rd party banks. The balance of equity is reserved for Management, financed by a loan from Infratil.

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

acquisition date.

As the newly formed entity has no material assets on establishment, no fair value exercise has been performed.

9.3 Qscan prior year acquisition

During the year end 31 March 2022, the Group finalised its measurement of the fair value of consideration given and the net assets and

liabilities acquired in respect of the acquisition of Qscan in December 2021. Balances at 31 March 2021 have been restated to decrease

goodwill by $18.0 million, increase intangible assets by $33.4 million and deferred tax liability by $15.4 million.

105
10 Discontinued operations and assets held for sale

Notes

2022

$Millions

2021

$Millions

Summary of results of discontinued operations

Tilt Renewables10.1 1,114.1 71.6

Trustpower Retail Business10.2 11.7 14.3

Net surplus from discontinued operations after tax1,125.8 85.9

10.1 Tilt Renewables

On 3 August 2021, the Group completed the sale of its 65.15% stake in Tilt Renewables for gross proceeds of $1,984.1 million to a

consortium comprising Powering Australian Renewables and Mercury NZ Limited. After sales costs, the net proceeds from the sale of

Infratil’s 65.15% interest were $1,837.5 million, resulting in a gain on sale of the 65.15% interest of $1,136.8 million.

As the carrying amount of the Group’s investment in Tilt Renewables has been recovered through the sale transaction, the investment in

Tilt Renewables has been classified as a discontinued operation at 31 March 2022 and 31 March 2021. The comparative consolidated

statement of comprehensive income and respective notes have been presented to show the discontinued operation separately from

continuing operations. The results from discontinued operations are presented separately below.

2022

$Millions

2021

$Millions

Results of discontinued operation

Revenue60.0 137.4

Operating expenses47.9 57.3

Results from operating activities12.1 80.1

Depreciation(19.5)(43.9)

Net realisations, revaluations, impairments(12.7)78.5

Net financing expense(6.3)(12.0)

Net surplus/(loss) before tax(26.4)102.7

Taxation (expense)/credit3.7 (31.1)

Net surplus/(loss) from discontinued operation after tax(22.7)71.6

Basic and diluted earnings per share (cents per share)(6.0)17.9

Current assets -2,207.8

Current liabilities - 906.7

Net assets of discontinued operation - 1,301.1

The net gain on the sale is calculated as follows:

Gross sale proceeds1,984.1 -

Carrying amount of assets and liabilities as at the date of sale(822.4) -

Gain on sale 1,161.7 -

less: Transaction costs(24.9) -

Net gain on sale1,136.8 -

Net surplus from discontinued operation after tax1,114.1 71.6

The net surplus/(less) from the discontinued operation is 65.15% attributable to the owners of the Company in line with Infratil’s

ownership percentage of Tilt Renewables. The gain on sale is entirely attributable to owners of the company.

Cash flows from/(used in) discontinued operation

Net cash from/(used in) operating activities26.9 34.8

Net cash from/(used in) investing activities(338.5)(391.3)

Net cash from/(used in) financing activities(26.2)(34.9)

Net cash flows for the year(337.8)(391.4)

There was ($3.5 million) of cumulative income/(loss) recognised in other comprehensive income relating to Tilt Renewables at

31 March 2022 (31 March 2021: $129.4 million)

106
10.2 Trustpower Retail Business

On 21 June 2021, Trustpower announced the conditional sale of its gas, telecommunications and retail electricity supply business

(excluding the supply of electricity to commercial and industrial customers) to Mercury NZ Limited for $441.0 million. Trustpower’s retail

business has been classified as an asset held for sale and a discontinued operation at 31 March 2022. The comparative consolidated

statement of comprehensive income and respective notes have been re-presented to show the discontinued operation separately

from continuing operations. As at 31 March 2022 the expected sales proceeds less costs to sell are higher than the carrying amount and

as a result no adjustment has been made to the carrying value of Infratil’s investment.

Results of discontinued operation

2022

$Millions

2021

$Millions

Revenue699.0 650.8

Operating expenses654.5 607.3

Results from operating activities44.5 43.5

Depreciation and amortisation(27.0)(22.4)

Net realisations, revaluations, impairments - -

Net financing expense(1.2)(1.3)

Net surplus/(loss) before tax16.3 19.8

Taxation (expense)/credit(4.6)(5.5)

Net surplus/(loss) from discontinued operation after tax11.7 14.3

Details of the sale

Consideration received or receivable

Sale price (including estimated working capital)467.4 -

Carrying amount of net assets sold130.6 -

Provisional gain on sale before transaction costs336.8 -

Costs of disposal(3.0) -

Provisional gain on sale333.8 -

Included in operating expenses are $3.0 million of disposal costs (2021: nil).

The indicative gain on sale calculated above reflects the working capital that would be included as part of the sale if settlement

was 31 March 2022. Trustpower is retaining the accounts payable, other than employee entitlements, relating to the mass market retail

business on settlement. This working capital adjustment will differ based on the working capital transferred on the actual completion

date. Due to the proximity of the sale date to the issue of these financial statements, final working capital and asset values and the

resultant gain on sale have not yet been determined.

Mercury NZ Limited and Trustpower signed a pre-agreed electricity price contract for difference on 2 May 2022 which approximates

the volume used by the mass market retail business until 2025 before reducing each year until in matures in 2031. This contract for

difference was transferred at $1 in the sale and purchase agreement. Immediately following the completion of the sale, the fair value of

this contract for difference resulted in a loss of $530.0 million. The key assumptions used in determining this value are consistent with

those described for electricity price derivatives in note 23.3.3. The only difference being the discount rate reflects the 10 year tenor of

this instrument.

107
The carrying amounts of assets and liabilities as at 31 March 2022

2022

$Millions

2021

$Millions

Assets held for sale194.8 -

Liabilities directly associated with assets held for sale(50.9) -

Net assets of discontinued operation143.9 -

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

Property, plant and equipment17.8 -

Intangible assets18.0 -

Goodwill17.5 -

Right of use assets27.6 -

Accounts receivable and prepayment113.9 -

Accounts payable and accruals(21.9) -

Lease liabilities(29.0) -

Net reclassification of assets and (liabilities)143.9 -

Cash flows from/(used in) discontinued operations

Net cash from/(used in) operating activities32.6 48.5

Net cash from/(used in) investing activities(13.2)(24.1)

Net cash from/(used in) financing activities(9.5)(10.0)

Net cash flows for the year9.9 14.4

10.3 Australian Social Infrastructure Partners

As at 31 March 2021, Infratil owned 56.5% of Australian Social Infrastructure Partners (‘ASIP’), which in turn held a 9.95% share of

the equity in the New Royal Adelaide Hospital public-private partnership (‘PPP’). On 23 July 2021,the 9.95% share of equity in the

New Royal Adelaide Hospital public-private partnership was sold for A$41.8 million.

108
11 Revenue

2022

$Millions

2021

$Millions

Electricity284.6 245.3

Revenue allocated to customer incentives0.7 0.7

Aircraft movement and terminal charges54.3 34.0

Transport, hotel and other trading activities28.1 20.9

Radiology practice services135.9 36.5

Radiology services300.8 28.6

Other54.5 42.2

Total operating revenue858.9408.2

Revenue Recognition Policies

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

revenue is recognised is outlined below:

Description of performance obligations Timing and satisfaction of performance obligations

Electricity and Gas - Sales to customers

Revenue received or receivable from the sale of electricity

and gas to mass market, commercial and industrial customers

by Trustpower.

Where Trustpower provides a bundle of services (such as

electricity and telecommunications) to a customer and a

discount is provided for one of those services, the discount

is allocated to each distinct performance obligation based on

the relative standalone selling price of those services.

Where a discount is offered for prompt payment, revenue is

initially recognised net of estimated discount based on

accumulated experience used to estimate the quantum of

discounts extended to customers.

Revenue is recognised at the point in time of supply and

customer consumption. Customer consumption of electricity

and gas is measured and billed by calendar month for half hourly

metered customers and in line with meter reading schedules for

non-half hourly metered customers. Accordingly, revenues from

electricity and gas sales include an estimated accrual for units

sold but not billed at the end of the reporting period for non-half

hourly metered customers.

Telecommunications

This category comprises Trustpower’s revenue from the sale

of broadband, mobile and other telecommunications services.

Where Trustpower provides a bundle of services (such as

electricity and telecommunications) to a customer and a

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

allocated to each distinct performance obligation based on the

relative standalone selling price of those services.

Revenue is recognised at the point in time of supply and

customer consumption. Generally billed and paid on a monthly

billing cycle.

Revenue allocated to customer incentives

Trustpower offers new customers goods, including appliances

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

electricity and telecommunications services. These incentives

are considered performance obligations in their own right and a

proportion of the revenue expected to be received over the

contract period is allocated to these physical goods

proportionately to their standalone selling price.

Revenue allocated to customer incentives is recognised upon

delivery of the goods and a capitalised customer acquisition cost

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

customer is invoiced for electricity and telecommunications

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

revenue is allocated to the capitalised customer acquisition cost

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

contract term.

109
Aircraft movement and terminal charges

Aircraft movement and terminal charges consists of

Wellington International Airport's airfield income, passenger

service charges and terminal service charges.

Airfield income consists of landing charges and aircraft

parking charges.

Landing charges and aircraft parking charges are paid by the

airlines and recognised as revenue at the point in time the

airport facilities are used by the arriving or departing aircraft.

Passenger services charges and terminal service charges

relating to arriving, departing and transiting passengers are paid

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

when the passenger travels or the airport facilities are used.

Transport, hotel and other trading activities

Transport, hotel and other trading activities includes

Wellington International Airport's hotel and access to the

airport’s car parking facilities. This category also includes

income from the hotel and carpark owned by Infratil

Infrastructure Property Limited.

Revenue from car parking is recognised at the point in time

where the utilisation of car parking facilities has been completed.

Revenue from the hotels is recognised at the point in time the

service is delivered.

Radiology practice services

Radiology practice services revenue is derived by Diagnostic

Imaging from services to medical practitioners. Revenue is

recognised net of amounts payable to doctors under Practice

Management Agreements.

Radiology practice services revenue is recognised at the point in

time when the services are delivered to the medical practitioner.

Radiology services

Radiology services revenue is derived by Diagnostic Imaging

from providing radiology services to patients.

Radiology practice services revenue is recognised at the point in

time when the medical practitioner provides radiology and other

medical imaging services to a patient and a charge is levied for

this service.

Other revenue includes Trustpower’s non-electricity revenue and Wellington International Airport’s retail concession fees and rental

income. Retail concession fees are recognised as revenue based upon passenger throughput or the turnover of the concessionaires

and in accordance with the related agreements. Rental income is recognised as revenue on a straight-line basis over the term of the

leases on leases where the group is the lessor.

110
12 Operating expenses

Note

2022

$Millions

2021

$Millions

Trading operations

Energy and wholesale costs2.5 2.2

Line, distribution and network costs37.9 41.7

Generation production & development costs27.8 21.8

Other energy business costs45.3 1.9

Radiology business costs114.4 29.3

Airport business costs28.0 21.4

Other operating business costs-0.7

Bad debts written off0.1 -

Increase/(Decrease) in provision for doubtful debts 23.1 0.5 -

Directors’ fees26 3.9 2.2

Administration and other corporate costs16.6 7.8

Management fee (to related party Morrison & Co Infrastructure Management)28 278.7268.8

Donations0.9 1.3

Total other operating expenses556.6399.1

Fees paid to auditors (including fees paid by associates)

2022

Fees paid to the

Group auditor

$000’s

2022

Audit fees paid

to other auditors

$000’s

2022

Total

$000’s

2021

Fees paid to the

Group auditor

$000’s

2021

Audit fees paid

to other auditors

$000’s

2021

Total

$000’s

Audit and review of financial statements1,114.6 682.0 1,796.6 431.0 1,062.2 1,493.2

Regulatory audit work42.0 - 42.0 33.6 - 33.6

Other assurance services- - - - - -

Taxation services30.0 - 30.0 20.0 - 20.0

Other services105.0 - 105.0260.9 - 260.9

1,291.6682.0 1,973.6745.5 1,062.2 1,807.7

Audit fees paid to the Group auditor

recognised through associates1,955.6 - 1,955.61,838.3 - 1,838.3

Other fees paid to the Group auditor

recognised through associates404.3 - 404.3632.0 - 632.0

Total fees paid to the Group auditor3,651.5682.0 4,333.53,215.8 1,062.2 4,278.0

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

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

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

group.

111
13 Taxation

13.1 Tax Reconciliation

2022

$Millions

2021

$Millions

Net surplus before taxation from continuing operations128.5(111.6)

Taxation on the surplus for the year @ 28%

36.0(31.2)

Plus/(less) taxation adjustments:

Effect of tax rates in foreign jurisdictions2.7 (3.7)

Net benefit of imputation credits - -

Timing differences not recognised1.5 -

Tax losses not recognised/(utilised)0.6 -

Effect of equity accounted earnings of associates(59.9)(33.0)

Recognition of previously unrecognised deferred tax - -

(Over)/under provision in prior periods1.9(6.9)

Net investment realisations - 5.1

Other permanent differences

39.8 60.0

Taxation expense22.6 (9.7)

Current taxation 54.1 (0.6)

Deferred taxation (31.5)(9.1)

Tax on discontinued operations0.9 36.9

13.2 Income tax recognised in other comprehensive income

2022

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

Differences arising on translation of foreign operations(30.7)6.6 (24.1)

Realisations on disposal of subsidiary, reclassified to profit and loss(444.4) - (444.4)

Net change in fair value of available for sale financial assets14.8 - 14.8

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

Effective portion of changes in fair value of cash flow hedges(53.6)14.6 (39.0)

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

Net change in fair value of property, plant & equipment recognised in equity 83.6 (20.2)63.4

Share of associates other comprehensive income19.5 - 19.5

Balance at the end of the year(410.8)1.0 (409.8)

2021

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

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

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

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

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

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

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

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

Share of associates other comprehensive income8.0 - 8.0

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

112
13.3 Deferred tax

Deferred tax assets and liabilities are offset on the Statement of Financial Position where they relate to entities with a legally enforceable

right to offset tax.

2022

$Millions

2021

$Millions

Balance at the beginning of the year(284.8)(314.6)

Charge for the year31.5 9.1

Charge relating to discontinued operations - (17.5)

Deferred tax recognised in equity1.2 (120.0)

Acquired with Business Combination(6.3)(7.3)

Disposal of subsidiaries - -

Effect of movements in foreign exchange rates(0.6) -

Tax losses recognised1.027.9

Transfers to liabilities classified as held for sale0.6 137.6

Balance at the end of the year(257.4)(284.8)

The Infratil New Zealand Group is forecasting to derive taxable profits in future periods, sufficient to utilise the tax losses carried forward

and deductible temporary differences. As a result deferred tax assets and liabilities have been recognised where they arise, including

deferred tax on tax losses carried forward.

13.4 Recognised deferred tax assets and liabilities

Assets

$Millions

Liabilities

$Millions

Net

$Millions

31 March 2022

Property, plant and equipment0.4 (341.7)(341.3)

Investment properties - (2.5)(2.5)

Derivative financial instruments(7.0)2.0 (5.0)

Employee benefits10.4-10.4

Customer base assets - (33.0)(33.0)

Provisions5.7 - 5.7

Tax losses carried forward190.4 (48.0)142.4

Other items8.9(43.0)(34.1)

Total208.8 (466.2)(257.4)

31 March 2021

Property, plant and equipment-(339.0)(339.0)

Investment properties - (4.1)(4.1)

Derivative financial instruments4.7 (17.7)(13.0)

Employee benefits7.8 - 7.8

Customer base assets - (2.1)(2.1)

Provisions2.4 - 2.4

Tax losses carried forward80.0 - 80.0

Other items36.9 (53.6)(16.8)

Total131.8 (416.5)(284.8)

113
13.5 Changes in temporary differences affecting tax expense

Tax expenseOther comprehensive income

2022

$Millions

2021

$Millions

2022

$Millions

2021

$Millions

Property, plant and equipment(6.5)0.1 (20.2)0.3

Investment properties1.6 0.2 - -

Derivative financial instruments(6.7)(5.1)(23.8)(24.6)

Employee benefits(4.9)(1.1) - -

Customer base assets(0.3)0.4 - -

Provisions1.1(0.1) - -

Tax losses carried forward59.416.5 - -

Other items(12.2)(1.8)6.4 (3.5)

31.59.1 (37.6)(27.8)

13.6 Imputation credits available to be used by Infratil Limited

2022

$Millions

2021

$Millions

Balance at the end of the year13.7 14.2

Imputation credits that will arise on the payment/(refund) of tax provided for

- -

Imputation credits that will arise on the (payment)/receipt of dividends accrued at year end - -

Imputation credits available for use13.7 14.2

114
14 Property, plant and equipment

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital work

in progress

$Millions

Leasehold

improvements

$Millions

Renewable

Generation

Assets

$Millions

Total

$Millions

2022

Cost or valuation

Balance at beginning of year684.3 589.9 205.4 111.7 39.1 1,774.0 3,404.4

Additions - 1.1 32.7 42.2 1.9 29.6 107.5

Additions on acquisition of subsidiary - - 42.3 13.1 23.5 - 78.9

Capitalised Interest and financing costs1.2 1.1 0.2 (1.3) - - 1.2

Disposals - (0.1)(8.7)(2.3)(1.7) - (12.8)

Impairment - - - - - - -

Revaluation 31.9 51.7 - - (0.3) - 83.3

Transfers between categories8.2 17.9 11.0 (59.5)18.0 4.4 -

Transfers to assets classified as held for sale - (8.8)(41.4) - - - (50.2)

Transfer to right of use assets - - - (0.6) - - (0.6)

Transfers to intangible assets - - - - - - -

Transfers from/(to) investment properties(0.8)(3.8) - - - - (4.6)

Effect of movements in foreign exchange rates - - (0.7)0.1 (0.2) - (0.8)

Balance at end of year724.8 649.0 240.8 103.4 80.31,808.0 3,606.3

Accumulated depreciation

Balance at beginning of year8.3 40.2 101.0 - 0.5 15.7 165.7

Depreciation for the year8.9 15.3 35.4 - 4.4 16.0 80.0

Transfer from/(to) investment properties - - - - - - -

Revaluation - - - - - - -

Disposals - - (7.4) - (0.9) - (8.3)

Transfers to assets classified as held for sale - - (32.4) - - - (32.4)

Effect of movements in foreign exchange rates - - 0.2 - - - 0.2

Balance at end of year17.2 55.5 96.8 - 4.0 31.7 205.2

Carrying value at 31 March 2022707.6 593.5 144.0 103.4 76.3 1,776.3 3,401.1

Capital work in progress in the year primarily relates to construction costs associated with new diagnostic imaging branches and works

at Wellington Airport.

Carrying value by Subsidiary

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital work

in progress

$Millions

Leasehold

improvements

$Millions

Renewable

Generation

Assets

$Millions

Total

$Millions

2022

Trustpower

17.0 1.6 0.6 38.6 0.1 1,776.9 1,834.8

Wellington International Airport

690.6 591.6 20.0 56.9 - - 1,359.1

Qscan Group

- - 63.4 4.9 43.5 - 111.8

RHC Holdco Group

- - 59.8 2.6 32.7 - 95.1

Gurīn Energy

- - - 0.3 - - 0.3

Carrying value at 31 March 2022

707.6 593.2 143.8 103.3 76.3 1,776.9 3,401.1

Trustpower Retail Business (included within assets

held for sale) - 8.8 9.0 - - - 17.8

115
Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital work

in progress

$Millions

Leasehold

improvements

$Millions

Renewable

Generation

Assets

$Millions

Total

$Millions

2021

Cost or valuation

Balance at beginning of year581.9 569.7 136.0 564.4 - 2,324.0 4,176.0

Additions3.6 - 15.3 425.7 0.7 0.7 446.0

Additions on acquisition of subsidiary - - 65.5 - 36.3 - 101.8

Capitalised Interest and financing costs - - - - - - -

Disposals - - (0.6) - - (5.0)(5.6)

Impairment - 2.3 - - (0.1) - 2.2

Revaluation 76.8 1.1 0.1 - - 20.5 98.5

Transfers between categories22.0 16.8 2.0 (308.4)1.5 266.1 -

Transfers to assets classified as held for sale - - (15.3)(596.1) - (859.6)(1,471.0)

Transfers to intangible assets - - - - - - -

Transfers from/(to) investment properties - - - - - - -

Effect of movements in foreign exchange rates - - 2.4 26.1 0.7 27.3 56.5

Balance at end of year

684.3 589.9 205.4 111.7 39.1 1,774.0 3,404.4

Accumulated depreciation

Balance at beginning of year - 27.3 87.3 - - 103.2 217.8

Depreciation for the year8.3 15.0 19.7 - 0.5 57.2 100.7

Transfer from/(to) investment properties - - - - - - -

Revaluation - (2.1)(0.8) - - (106.2)(109.1)

Disposals - - (0.5) - - (0.4)(0.9)

Transfers to assets classified as held for sale - - (5.4) - - (40.9)(46.3)

Effect of movements in foreign exchange rates - - 0.7 - - 2.8 3.5

Balance at end of year8.3 40.2 101.0 - 0.5 15.7 165.7

Carrying value at 31 March 2021

676.0 549.7

104.4 111.7 38.6 1,758.3 3,238.7

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital work

in progress

$Millions

Leasehold

improvements

$Millions

Renewable

Generation

Assets

$Millions

Total

$Millions

2021

Trustpower

17.0 10.0

15.2 38.6 - 1,758.3 1,839.1

Wellington International Airport

659.0 539.7

21.3 73.1 - - 1,293.1

Qscan Group

- -

67.9 - 38.6 - 106.5

Carrying value at 31 March 2021

676.0 549.7

104.4 111.7 38.6 1,758.3 3,238.7

Tilt Renewables (included within assets held for sale)

- -

9.9 596.1 - 818.7 1,424.7

116
Property, plant and equipment is recorded at cost less accumulated depreciation and impairment losses, or at fair value less

accumulated depreciation and impairment losses.

Fair value is determined by an independent valuer or by management with reference to independent experts, using recognised

valuation techniques. An independent valuer is engaged to provide a valuation if management does not have sufficient expertise to

perform the valuation. These valuations are undertaken on a systematic basis at least every five years. In years where a valuation is not

undertaken, a material change assessment of each asset class is performed to assess whether carrying amounts differ materially from

fair value. This assessment is undertaken with assistance from independent experts and includes reference to projections of future

revenues, volumes, operational and capital expenditure profiles, capacity, terminal values, the application of discount rates and

replacement values (as relevant to each class of asset) as an indicator of a possible material change in fair value. Where a material

change in fair value is identified, the carrying value is adjusted to bring carrying value materially in line with fair value.

There were no independent external valuations of property, plant and equipment performed as at 31 March 2022.

As at 31 March 2022 a material change assessment was performed for each asset class recorded at fair value less accumulated

depreciation. A summary of the fair value consideration is provided below.

Trustpower Renewable Generation Assets

Trustpower’s renewable generation assets are measured at fair value and are revalued by Independent external valuers, every three

years or more frequently if there is a significant change in value.

Trustpower’s renewable generation assets include land and buildings which are not separately identifiable from other generation assets.

Renewable generation assets were last independently revalued, using a discounted cash flow methodology, as at 31 March 2020, to

their estimated market value as assessed by Deloitte Corporate Finance. Based on the Group’s assessment there was no material

change identified in the carrying value of Trustpower’s generation assets at 31 March 2022.

The valuation of Trustpower’s renewable generation assets are sensitive to the inputs used in the discounted cash flow valuation model.

A sensitivity analysis of key inputs is given in the table below. The overall valuation has been determined to be between $1,569 million to

$2,001 million and, while the mid-point selected for revaluation purposes, any value within this range would be considered appropriate.

The sensitivities around weighted average cost of capital and avoided cost of transmission have been used to create this overall range.

The range is wider than in the prior year where only weighted average cost of capital has been used to determine the overall range.

The following table summarises the valuation approach and key assumptions used by the independent valuer to arrive at fair value at the

date of the last external valuation.

Renewable Generation AssetsLowHigh

Valuation impact

vs. midpoint

New Zealand Assets

Forward electricity price pathDecreasing in real terms from

$100/MWh to $76/MWh by

2024. Thereafter held

constant.

Decreasing in real terms from

$100/MWh to $86/MWh by

2024. Thereafter held constant.

-/+ $250.0 m

Inflation1% p.a.3% p.a.-/+$147.0m

Generation volume1,668 GWh p.a.2,205 GWh p.a.-/+ $370.0m

Avoided Cost of Transmission70% reduction in revenue from

2025

30% reduction in revenue from

2025

- $62.0m / + $18.0m

Operating costs$60.0 million p.a.$73.0 million p.a.-/+ $123.0m

Weighted average cost of capital6.50%7.50%- $196.0m / + $160.0m

117
Wellington International Airport’s property, plant and equipment

Land

WIAL’s Land, Civil Assets and Buildings are measured at fair value.

The Group’s assessment of WIAL’s land indicated a material change in value with reference to New Zealand and Wellington house price

indices published by Real Estate of New Zealand, changes in commercial and industrial property values and consideration of other key

inputs. Savills (NZ) Limited assisted in the estimation of key inputs. Using the last independent external valuation performed for the year

ended 31 March 2018 as a base, further work was performed to estimate fair value including an assessment of key inputs into land value.

An increase in MVAU rate per hectare to $2.64 million (2021: $2.58 million) was adopted and was based on increases across residential,

commercial and industrial property. There has been no change to other key inputs from the prior year. Airport developers WACC has

been held at 9%. Based on this, a fair value increase of $11.3 million (2021: $76.8 million) has been made to the carrying value of land and

recognised in the Asset Revaluation Reserve and Other Comprehensive Income.

Civil Assets

Based on the Group’s assessment which includes reference to the Waka Kotahi Construction index and the Producers Price index, and

assisted by WSP Opus International Consultants Limited, a fair value increase of $20.5 million has been made to the carrying value of

these assets in the Asset Revaluation Reserve and Other Comprehensive Income (2021: no change).

Buildings

The Buildings asset class is comprised of three main sub-components; (a) Specialised buildings, (b) Vehicle business assets and (c)

Hotel business assets.

(a) Specialised buildings

Based on the Group’s assessment which includes reference to the capital goods price index and consumer price index and assisted by

Savills (NZ) Limited, a fair value increase of $23.7 million has been made to the carrying value of these assets in the Asset Revaluation

Reserve and Other Comprehensive Income (2021: no material change).

(b) Vehicle business assets

Based on the Group’s assessment which includes reference to passenger forecasts and discounted cash flow modelling and assisted

by Savills (NZ) Limited, a fair value increase of $27.1 million has been made to the carrying value of these assets in the Asset Revaluation

Reserve and Other Comprehensive Income (2021: no material change).

(c) Hotel business assets

Based on the Group’s assessment which includes reference to passenger forecasts and discounted cash flow modelling and assisted

by Jones Lang LaSalle, a fair value increase of $0.9 million has been recognised in Other Comprehensive Income (2021: increase in

carrying value of $4.4 million was recognised in profit or loss and $1.1 million in Other Comprehensive Income).

The following tables summarise the valuation approach and key assumptions used by the independent valuers to arrive at fair value at

the date of the last external valuation.

118
Asset classification and description

Valuation

approachKey valuation assumptions

+/- 5%

Valuation

impact

Land

Aeronautical land - used for airport activities and

specialised aeronautical assets.

Market Value

for Existing

Use ('MVEU')

Average MVAU rate

per hectare

$1.86 million per

hectare

+/- $10.0m

Non-aeronautical land - used for non-aeronautical

purposes e.g. industrial, service, retail, residential

and land associated with the vehicle business.

Developer’s WACC rate10.4%

+/- $7.4m

Holding period6 years

+/- $11.1m

Last external valuation undertaken as at 31 March 2018 by independent valuers, Savills (NZ) Limited. The valuation was then

subject to a peer review before being adopted by WIAL. For the year ended 31 March 2022, a material change assessment has

been undertaken and further work carried out to estimate fair value which has resulted in a fair value increase of $11.3 million

(based on average MVAU of $2.64 million per hectare and developers’ WACC rate of 9%). In relation to the value at 31 March 2022,

a 5% change in average MVAU rate per hectare equates to +/- $14.1 million in fair value. A 5% change in developers WACC rate

equates to +/- $10.0 million in fair value.

Civil

Civil works includes sea protection and site

services, excluding such site services to the extent

that they would otherwise create duplication of

value.

Optimised

Depreciated

Replacement

Cost

('ODRC')

Average cost rates per

sqm for concrete,

asphalt, base course

and foundations

Concrete $887

Asphalt $989

Basecourse $127

Foundations $20

+/- $9.5m

Estimated remaining

useful life

Average remaining

useful life 30 years

+/- $9.5m

Last external valuation undertaken as at 31 March 2020 by independent valuers, WSP Opus International Consultants Limited.

For the year ended 31 March 2022, a material change assessment has been undertaken, and further work carried out which resulted

in a fair value increase of $20.5 million. In relation to the value at 31 March 2022, a 5% change in the indices referenced equates to +/-

$0.9 million in fair value.

Buildings

Specialised buildings used for identified airport

activities.

Optimised

Depreciated

Replacement

Cost

('ODRC')

Average modern

equivalent asset rate

(per square metre)

$5,567

+/- $13.0m

Non-specialised buildings used for purposes other

than for identified airport activities, including

space allocated within the main terminal building

for retail activities, offices and storage.

$1,711

+/- $0.4m

Vehicle business assets associated with car

parking and taxi, shuttle and bus services

(excluding land and civil)

Discounted

Cash flows

('DCF') and

Capitalisation

Rate

Revenue growth

Cost growth

Discount rate

Capitalisation

3.00%

3.00%

12.00%

9.00%

+/- $1.6m

+/- $0.4m

+/- $6.6m

+/- $9.0m

Last external valuation undertaken as at 31 March 2018 by independent valuers, Savills (NZ) Limited. The valuation was then subject to a

peer review before being adopted by WIAL. For the year ended 31 March 2022, a material change assessment has been undertaken,

and further work carried out which resulted in a fair value increase of $50.8 million based on updated forecast cash flows. In relation to

the value of specialised buildings at 31 March 2022, a 5% change in the indices referenced equates to +/- $1.2 million in fair value. In

relation to the value of vehicle business assets, a 5% change in passenger and cashflow forecasts equates to +/- $17 million in fair value.

Hotel business assetsDiscounted

Cash flows

('DCF') and

Capitalisation

Rate

Capitalisation rate6.50%

+/- $1.4m

Discount rate8.25%

+/- $0.7m

At 31 March 2022, had assets been carried at historic cost less accumulated depreciation and accumulated impairment losses, their

carrying amount would have been $107.0 million for land (2021: $107.8 million), $172.5 million for civil assets (2021: $169.0 million) and

$328.5 million for buildings (2021: $328.1 million).

119
Effect of level 3 fair value measurements on profit or loss and other comprehensive income

The following table summarises for property, plant and equipment measured at fair value, classified as level 3 in the fair value hierarchy,

the effect of the fair value movements on profit or loss and other comprehensive income for the year. Items classified as level 3 contain

valuation inputs for the asset that are not based on observable market data.

2022

Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

Total

$Millions

Renewable Generation Assets

-

- -

Land and civil works

-

31.9 31.9

Buildings - 51.7 51.7

- 83.6 83.6

2021

Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

Total

$Millions

Renewable Generation Assets

-

20.5 20.5

Land and civil works

-

76.8 76.8

Buildings4.4 1.1 5.5

4.4 98.4 102.8

There were no transfers between property, plant and equipment assets classified as level 1 or level 2, and level 3 of the fair value

hierarchy during the year ended 31 March 2022 (2021: none).

Revalued assets at deemed cost

For each revalued class the carrying amount that would have been recognised had the assets been carried on a historical cost basis

are as follows:

2022

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Renewable Generation Assets

1,022.1 33.9

(289.1)766.9

Land and civil works

345.2 -

(65.7)279.5

Buildings670.6 - (199.9)470.7

2,037.9 33.9 (554.7)1,517.1

2021

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Renewable Generation Assets

1,022.1 33.9

(289.1)766.9

Land and civil works

309.9 25.2

(59.9)275.2

Buildings555.9 24.2 (169.7)410.4

1,887.9 83.3 (518.7)1,452.5

120
15 Investment properties

2022

Owned

property

$Millions

Right of use

assets

$Millions

Total

$Millions

Balance at beginning of year178.0 82.1 260.1

Additions0.2 - 0.2

Disposals(0.4) - (0.4)

Transfers from/(to) property, plant and equipment4.6 - 4.6

Investment properties revaluation net increase/(decrease)15.0 (0.2)14.8

Balance at end of year197.4 81.9 279.3

2021

Owned

property

$Millions

Right of use

assets

$Millions

Total

$Millions

Balance at beginning of year184.5 82.2 266.7

Additions16.1 - 16.1

Disposals(34.8) - (34.8)

Investment properties revaluation net increase/(decrease)12.2 (0.1)12.1

Balance at end of year178.0 82.1 260.1

Where a lease pertains to property held to earn rental income, the right of use asset is included within Investment properties and

is measured at fair value. Rental income from investment properties of $12.2 million was recognised in profit or loss during the year

(2021: $13.4 million). Direct operating expenses arising from investment properties of $2.1 million were also recognised in profit or

loss during the year (2021: $1.7 million).

Wellington International Airport’s investment property was valued at 31 March 2022 by Jones Lang LaSalle, registered valuers, at

$97.2 million (2021: $86.1 million).

Infratil Infrastructure Property Limited’s investment property was valued at 31 March 2022 by Jones Lang LaSalle, registered valuers,

at $100.4 million (2021: $91.9 million). There were no capital works in progress included in investment properties at 31 March 2022

(2021: none).

121
16 Leases

16.1 Right of use assets

Right of use assets related to leased properties that do not meet the definition of investment properties are summarised below. Land

and buildings right of use assets include land held under ground leases and rental of office space.

2022

Land and

Buildings

$Millions

Generation

Assets

$Millions

Plant and

equipment

$Millions

Total

$Millions

Cost

Balance at beginning of year117.5 - 18.2 135.7

Additions22.7 - 0.423.1

Additions on acquisition of subsidiary74.9 - 0.275.1

Disposals(1.4) - - (1.4)

Remeasurements0.6 - - 0.6

Effect of movements in exchange rates(1.0) - - (1.0)

Transfers to assets held for sale(34.3) - (18.4)(52.7)

Balance at end of year179.0 - 0.4 179.4

Accumulated depreciation

Balance at beginning of year9.0 - 11.2 20.2

Depreciation for the year19.1 - 5.8 24.9

Effect of movements in exchange rates0.2 - - 0.2

Transfers to assets held for sale(8.4) - (16.7)(25.1)

Balance at end of year19.9 - 0.3 20.2

Carrying value at 31 March 2022159.1 - 0.1 159.2

2021

Land and

Buildings

$Millions

Generation

Assets

$Millions

Plant and

equipment

$Millions

Total

$Millions

Cost

Balance at beginning of year45.6 113.8 12.2 171.6

Additions20.1 5.2 6.0 31.3

Additions on acquisition of subsidiary74.8 - - 74.8

Disposals - - - -

Remeasurements - - - -

Effect of movements in exchange rates2.7 7.0 - 9.7

Transfers to assets held for sale(25.7)(126.0) - (151.7)

Balance at end of year117.5 - 18.2 135.7

Accumulated depreciation

Balance at beginning of year4.3 1.3 4.8 10.4

Depreciation for the year7.3 4.2 6.4 17.9

Effect of movements in exchange rates 0.2 0.2 - 0.4

Transfers to assets held for sale(2.8)(5.7) - (8.5)

Balance at end of year9.0 - 11.2 20.2

Carrying value at 31 March 2021108.5 - 7.0 115.5

122
16.2 Lease liabilities

2022

$Millions

2021

$Millions

Maturity analysis - contractual undiscounted cash flows

Between 0 to 1 year

56.8 26.5

Between 1 to 2 years

27.0 48.7

Between 2 to 5 years

72.8 49.9

More than 5 years

336.2 269.7

Transfers to liabilities held for sale(29.0) -

Total undiscounted lease liabilities463.8394.8

2022

$Millions

2021

$Millions

Lease liabilities included in the statement of financial position

Split as follows:

Current

22.7 20.3

Non-current226.6182.3

249.3202.6

2022

$Millions

2021

$Millions

Amounts recognised in the consolidated statement of comprehensive income

Interest on lease liabilities

15.2 15.8

Variable lease payments not included in the measurement of lease liabilities

- -

Expenses relating to short-term leases0.7 -

Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets0.2 0.4

The weighted average incremental borrowing cost applied to lease liabilities at 1 April 2021 was 4.62% (1 April 2020: 4.54%). Total cash

outflow for leases for the year ended 31 March 2022 was $35.4 million (2021: $30.8 million).

16.3 Leases as a lessor

The Group has receivables from operating leases relating to the lease of premises. The following table sets out a maturity analysis of

lease payments, showing the undiscounted lease payments to be received after the reporting date.

2022

$Millions

2021

$Millions

Operating lease receivables as lessor

Between 0 to 1 year

17.7 17.7

Between 1 to 2 years

14.7 13.6

Between 2 to 5 years

29.1 29.3

More than 5 years48.8 55.1

Total undiscounted lease payments110.3 115.7

123
17 Goodwill

2022

$Millions

2021

$Millions

Balance at beginning of the year

752.7 113.1

Goodwill arising on acquisitions1,079.2673.3

Goodwill disposed of during the year - -

Transfers to disposal group assets classified as held for sale(17.5)(33.7)

Effects of movements in exchange rates(7.2) -

Balance at the end of the year1,807.2752.7

The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:

Trustpower61.9 79.4

Qscan Group666.1 673.3

RHC Holdco Limited1,079.2 -

1,807.2 752.7

During the year RHC Holdco Limited completed the acquisitions of Pacific Radiology, Auckland Radiology and Bay Radiology.

As outlined in note 9.1 these acquisitions gave rise to Goodwill of $1,079.2 million, noting the Goodwill in Auckland Radiology and

Bay Radiology remain provisional at 31 March 2022. Qscan also completed the measurement of the fair value of Goodwill and as

a result goodwill was restated to $673.3 million in the prior year.

The Goodwill arising from the acquisitions for RHC Holdco and for Qscan in the prior year is attributable mainly to the specialist nature

of the diagnostic imaging workforce and the synergies expected from integrating the companies into a meaningful Australasian

diagnostic imaging platform.

The carrying value of Goodwill is subject to an annual impairment test to ensure the carrying value does not exceed the recoverable

amount at balance date.

In determining whether there are any indicators of impairment in relation to the Goodwill recognised in relation to the Company’s

investments in Qscan Group and RHC Holdco, their fair value has been assessed by evaluating the conditions and events specific

to those entities that may be indicate there is evidence of impairment.

In determining whether there are any indicators of impairment in relation to the Goodwill recognised in relation to the Company’s

investment in Trustpower, the fair value of the Company’s investment in Trustpower is assessed with reference to the market share

price quoted on the NZX at each reporting date.

As at 31 March 2022 there were no indicators of impairment (31 March 2021: there were no indicators of impairment).

Following the classification of Trustpower’s Retail business as held for sale, Goodwill of $13.3 million at the Group level has been

allocated to the Retail business on a Relative Value basis. This calculation was performed based on the sale price of the Retail

business when assessed against the total market capitalisation of Trustpower, on the date of the announcement of the retail sale.

124
18 Intangibles

Lease

agreements

& software

$Millions

Customer

acquisition

costs

$Millions

Customer

contracts

$Millions

Brands

$Millions

Total

$Millions

2022

Cost or valuation

Balance at beginning of the year119.9 83.3 4.7 38.6 246.5

Additions at cost6.7 - - - 6.7

Additions on acquisition of subsidiary2.2 - 6.2 68.7 77.1

Disposals(0.4) - - - (0.4)

Impairment - - - - -

Transfers from property, plant and equipment0.6 - - - 0.6

Reclassification of SaaS costs previously capitalised (0.2) - - - (0.2)

Transfers to assets classified as held for sale(116.1)(83.3) - - (199.4)

Effect of movements in exchange rates - - - (0.5)(0.5)

Balance at end of year12.7 - 10.9 106.8 130.4

Amortisation and impairment losses

Balance at beginning of the year(96.6)(75.8) - - (172.4)

Amortisation for the year(13.4)(1.4)(2.5) - (17.3)

Disposals0.1 - (1.1) - (1.0)

Impairment - - - - -

Transfers - - - - -

Reclassification of SaaS costs previously capitalised - - - - -

Transfers to disposal group assets classified as held for sale104.7 77.2 - - 181.9

Effect of movements in exchange rates(0.3) - - - (0.3)

Balance at end of year(5.5) - (3.6) - (9.1)

Carrying value 31 March 20227.2 - 7.3 106.8 121.3

Lease

agreements

& software

$Millions

Customer

acquisition

costs

$Millions

Customer

contracts

$Millions

Brands

$Millions

Total

$Millions

2021

Cost or valuation

Balance at beginning of the year111.1 83.3 - - 194.4

Additions at cost9.9 - - - 9.9

Additions on acquisition of subsidiary - - 4.7 38.6 43.3

Additions - - - - -

Disposals - - - - -

Impairment - - - - -

Transfers from property, plant and equipment(0.5) - - - (0.5)

Transfers to assets classified as held for sale(0.6) - - - (0.6)

Balance at end of year119.9 83.3 4.7 38.6 246.5

Amortisation and impairment losses

Balance at beginning of the year(84.9)(74.4) - - (159.3)

Foreign exchange adjustment on opening balance - - - - -

Amortisation for the year(11.2)(1.5) - - (12.7)

Disposals - - - - -

Impairment - - - - -

Transfers to assets classified as held for sale(0.5) - - - (0.5)

Balance at end of year(96.6)(75.9) - - (172.5)

Carrying value 31 March 202123.3 7.4 4.7 38.6 74.0

125
19 Loans and borrowings

This note provides information about the contractual terms of the Group’s interest bearing loans and borrowings.

2022

$Millions

2021

$Millions

Current liabilities

Unsecured bank loans

180.195.1

Secured bank loans

41.3 -

less: Loan establishment costs capitalised and amortised over term(5.9)(1.0)

215.594.1

Non-current liabilities

Unsecured bank loans217.9650.2

Secured bank loans650.1 278.2

less: Loan establishment costs capitalised and amortised over term(16.3)(12.2)

851.7916.2

Facilities utilised at reporting date

Unsecured bank loans398.1 745.3

Unsecured guarantees - -

Secured bank loans691.3 278.2

Secured guarantees4.63.0

Facilities not utilised at reporting date

Unsecured bank loans1,335.9 554.8

Unsecured guarantees - -

Secured bank loans198.4 86.2

Secured guarantees- -

Facilities utilised at reporting date

Interest bearing loans and borrowings - current215.594.1

Interest bearing loans and borrowings - non-current851.7916.2

Total interest bearing loans and borrowings1,067.2 1,010.3

2022

$Millions

2021

$Millions

Maturity profile for bank facilities (excluding secured guarantees):

Between 0 to 1 year281.4 175.1

Between 1 to 2 years362.3 596.9

Between 2 to 5 years1,980.0 892.5

Over 5 years - -

Total bank facilities2,623.7 1,664.5

126
Financing arrangements

Wholly owned subsidiaries

Infratil Finance Limited, a wholly owned subsidiary of the Company, has entered into bank facility arrangements with a negative pledge

agreement, which, with limited exceptions does not permit the Infratil Guaranteeing Group (‘IGG’) to grant any security over its assets.

The IGG comprises entities subject to a cross guarantee and comprises Infratil Limited, Infratil Finance Limited and certain other wholly

owned subsidiaries. These facilities are primarily used to fund the corporate and investment activities of the Company. The IGG does not

incorporate the underlying assets of the Company’s non-wholly owned subsidiaries and associates. The IGG bank facilities also include

restrictions over the sale or disposal of certain assets without bank agreement. Liability under the cross guarantee is limited to the

amount of debt drawn under the IGG facilities, plus any unpaid interest and costs of recovery.

In October 2021, Infratil Finance refinanced all of its IGG bank facilities, extending the maturity of facilities and negotiating improved

terms to better reflect the nature of Infratil’s business, having evolved significantly over the term of the previous facilities. This included

bringing Infratil Energy New Zealand Limited (‘IENZ’) into the Infratil Guaranteeing Group. IENZ had previously maintained a standalone

bank facility and related security arrangements, under which $125.0 million was fully drawn as at 31 March 2021.

At 31 March 2022 there was no drawn debt or accrued interest payable under the IGG facilities (31 March 2021: $217.3 million) and

undrawn IGG facilities totalled $1,169.0 million (31 March 2021: $353.0 million).

Non-wholly owned subsidiaries

The Group’s non-wholly owned subsidiaries also enter into bank facility arrangements. Amounts outstanding under these facilities are

included within loans and borrowings in the table above. These facilities are primarily used to fund the activities of those non-wholly

owned subsidiaries. Wellington International Airport and Trustpower’s facilities are both subject to negative pledge arrangements, which

with limited exceptions does not permit those entities to grant security over their respective assets. Qscan Group and Pacific Radiology

borrow under syndicated bank debt facilities, under which security is granted over their respective assets. All non-wholly owned

subsidiary facilities are subject to restrictions over the sale or disposal of certain assets without bank agreement.

The various bank facilities across the Group require the relevant borrowing group to maintain certain levels of shareholder funds and

operate within defined performance and gearing ratios. Throughout the period the Group has complied with all debt covenant

requirements as imposed by the respective lenders (refer to note 22 for information in respect of waivers of certain financial covenants

obtained by Wellington International Airport Limited).

Interest rates

Interest rates payable on bank loan facilities are floating rate determined by reference to prevailing money market rates at the time of

draw-down plus a margin. Interest rates paid during the year ranged from 0.75% to 4.32% (31 March 2021: 0.57% to 4.32%).

127
20 Infrastructure bonds

2022

$Millions

2021

$Millions

Balance at the beginning of the year1,378.9 1,293.2

Issued during the year102.4 84.7

Exchanged during the year(54.8) -

Matured during the year(39.1) -

Purchased by Infratil during the year - -

Bond issue costs capitalised during the year(1.2)(1.0)

Bond issue costs amortised during the year2.3 2.0

Balance at the end of the year1,388.5 1,378.9

Current193.5 93.8

Non-current fixed coupon 841.1 931.4

Non-current variable coupon 122.0 121.8

Non-current perpetual variable coupon231.9 231.9

Balance at the end of the year1,388.5 1,378.9

Repayment terms and interest rates:

IFT220 maturing in June 2021, 4.90% p.a. fixed coupon rate - 93.9

IFT190 maturing in June 2022, 6.85% p.a. fixed coupon rate93.7 93.7

IFT240 maturing in December 2022, 5.65% p.a. fixed coupon rate100.0 100.0

IFT210 maturing in September 2023, 5.25% p.a. fixed coupon rate122.1 122.1

IFT230 maturing in June 2024, 5.50% p.a. fixed coupon rate56.1 56.1

IFT260 maturing in December 2024, 4.75% p.a. fixed coupon rate100.0 100.0

IFT250 maturing in June 2025, 6.15% p.a. fixed coupon rate43.4 43.4

IFT300 maturing in March 2026, 3.35% p.a. fixed coupon rate120.3 120.3

IFT280 maturing in December 2026, 3.35% p.a. fixed coupon rate156.3 156.3

IFT310 Maturing in December 2027, 3.60% p.a. fixed coupon rate102.4 -

IFT270 maturing in December 2028, 4.85% p.a. fixed coupon rate until 15 December 2023146.2 146.2

IFTHC maturing in December 2029, 2.75% p.a. variable coupon rate reset annually from 15 December

2021123.2 123.2

IFTHA Perpetual Infratil infrastructure bonds231.9 231.9

less: issue costs capitalised and amortised over term(8.2)(9.5)

add: issue premium capitalised and amortised over term1.1 1.3

Balance at the end of the year1,388.5 1,378.9

128
Fixed coupon

The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.

IFTHC bonds

The IFTHC bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.

For the period to 15 December 2022 the coupon is fixed at 4.19% per annum (for the period to 15 December 2021 the coupon was

2.75%). Thereafter the rate will be reset annually at 2.50% per annum over the then one year bank rate for quarterly payments.

IFT270 bonds

The interest rate of the IFT270 bonds is fixed for the first five years and then reset on 15 December 2023 for a further five years.

The interest rate for the IFT270 bonds for the period from (but excluding) 15 December 2023 until the maturity date will be the sum

of the five year swap rate on 15 December 2023 plus a margin of 2.50% per annum.

Perpetual Infratil infrastructure bonds (‘PIIBs’)

The Company has 231,916,000 (31 March 2021: 231,916,000) PIIBs on issue at a face value of $1.00 per bond. Interest is payable

quarterly on the bonds. On 15 November 2021 the coupon was set at 3.14% per annum until the next reset date, being 15 November

2022 (2021: 1.71%). Thereafter the rate will be reset annually at 1.50% per annum over the then one year bank rate for quarterly payments,

unless Infratil’s gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure bonds

have no fixed maturity date. No PIIBs (2021: nil) were repurchased by Infratil Limited during the year.

Throughout the year the Company complied with all debt covenant requirements as imposed by its bond supervisor.

At 31 March 2022 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,322.8 million (31 March 2021: $1,336.5 million).

21 Trustpower bonds

Unsecured senior bonds

2022

$Millions

2021

$Millions

Repayment terms and interest rates:

TPW140 maturing in December 2021, 5.63% p.a. fixed coupon rate - 83.0

TPW150 maturing in December 2022, 4.01% p.a. fixed coupon rate127.7 127.7

TPW180 maturing in July 2026, 3.35% p.a. fixed coupon rate125.0 125.0

TPW170 maturing in February 2029, 3.97% p.a. fixed coupon rate until 22 February 2024100.0 100.0

less: Issue costs capitalised and amortised over term

(2.0)(2.7)

Balance at the end of the year350.7 433.0

Current127.7 83.0

Non-current223.0 350.0

Balance at the end of the year350.7 433.0

Trustpower’s unsecured senior bonds rank equally with their bank loans. Trustpower borrows under a negative pledge arrangement,

which with limited exceptions does not permit Trustpower to grant any security interest over its assets. The Trust Deed for these bonds

requires Trustpower to maintain certain levels of shareholders’ funds and operate within defined performance and debt gearing ratios.

The arrangements under the Trust Deed may also create restrictions over the sale or disposal of certain assets unless the senior bonds

are repaid or renegotiated. Throughout the year Trustpower complied with all debt covenant requirements as imposed by its bond

supervisor.

At 31 March 2022 Trustpower’s unsecured senior bonds had a fair value of $350.8 million (31 March 2021: $455.9 million).

129
22 Wellington International Airport bonds and USPP notes

2022

$Millions

2021

$Millions

Repayment terms and interest rates:

WIA020 Retail bonds maturing May 2021, 6.25% p.a. fixed coupon rate - 75.0

WIA030 Retail bonds maturing May 2023, 4.25% p.a. fixed coupon rate75.0 75.0

WIA040 Retail bonds maturing August 2024, 4.00% p.a. fixed coupon rate60.0 60.0

WIA050 Retail bonds maturing June 2025, 5.00% p.a. fixed coupon rate70.0 70.0

WIA060 Retail bonds maturing April 2030, 4.00% p.a. fixed coupon rate until 1 April 202597.9 101.9

WIA070 Retail bonds maturing August 2026, 2.50% p.a. fixed coupon rate 100.0 100.0

WIA080 Retail bonds maturing September 2031, 3.32% p.a. fixed coupon rate 121.7 -

USPP Notes - Series A (US$36 million)51.1 54.2

USPP Notes - Series B (US$36 million)51.1 54.2

less: Issue costs capitalised and amortised over term(5.1)(4.6)

Balance at the end of the year621.7 585.7

Current - 75.0

Non-current621.7 510.7

Balance at the end of the year621.7 585.7

The Trust Deed for the retail bonds requires Wellington International Airport (‘WIAL’) to operate within defined performance and debt

gearing ratios. The arrangements under the Trust Deed creates restrictions over the sale or disposal of certain assets. Throughout the

year WIAL complied with all debt covenant requirements as imposed by the retail bond supervisor.

On 27 July 2017 WIAL completed a United States Private Placement (‘USPP’) Note issuance, securing US$72 million of long term debt.

The USPP comprised two equal tranches, a US$36 million 10 year Note with a coupon of 3.47% and a US$36 million 12 year Note with

a coupon of 3.59%. In conjunction with the USPP issuance, WIAL entered into cross currency interest rate swaps to formally hedge the

exposure to foreign currency risk over the term of the notes.

At 31 March 2022 WIAL’s bonds had a fair value of $522.9 million (2021: $481.9 million), and WIAL’s USPP Notes had a fair value of

$110.9 million (2021: $108.4 million).

The USPP notes are measured at amortised cost, translated to New Zealand dollars using the spot rate at balance date.

Financial Covenants and Other Restrictions

As at 31 March 2022 WIAL has bank facilities amounting to $100 million (31 March 2021: $170 million), which remain undrawn at

31 March 2022 (31 March 2021: $70 million). These facilities and the US$72 million USPP Notes have certain financial covenants.

Due to the ongoing impacts of Covid-19, WIAL has worked with its banking group and USPP lenders to secure relief in respect of the

interest cover ratio for the 31 March 2022 test date. Notwithstanding this relief, WIAL has met all its covenants at 31 March 2022.

23 Financial instruments

The Group has exposure to the following risks due to its business activities and financial policies:

• Credit risk

• Liquidity risk

• Market risk

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes

for measuring and managing risk, and the Group’s management of capital.

23.1 Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group. The Group is

exposed to credit risk in the normal course of business including those arising from trade receivables with its customers, financial

derivatives and transactions (including cash balances) with financial institutions. The Group minimises its exposure to credit risk of

trade receivables through the adoption of counterparty credit limits and standard payment terms. Derivative counterparties and cash

transactions are limited to high-credit-quality financial institutions and organisations in the relevant industry. The Group’s exposure and

the credit ratings of significant counterparties are monitored, and the aggregate value of transactions concluded are spread amongst

approved counterparties. The carrying amounts of financial assets recognised in the Statement of Financial Position best represent the

Group’s maximum exposure to credit risk at the reporting date. Generally no security is held on these amounts.

130
Exposure to credit risk

2022

$Millions

2021

$Millions

The Group had exposure to credit risk with financial institutions at balance date from cash deposits

held as follows:

Financial institutions with 'AA' credit ratings - -

Financial institutions with 'AA-' credit ratings685.2 106.5

Financial institutions with 'A+' credit ratings - -

Financial institutions with 'A' credit ratings160.4 25.2

Unrated financial institutions5.4 2.1

Total cash deposits with financial institutions851.0 133.8

Cash on hand - -

Total Cash and cash equivalents851.0 133.8

No cash was included in assets held for sale at 31 March 2022 (31 March 2021: $341.6 million). Credit ratings are from S&P Global Ratings

or equivalent rating agencies.

Trade and other receivables

The Group has exposure to various counterparties. Concentration of credit risk with respect to trade receivables is limited due to the

Group’s large customer base in a diverse range of industries throughout New Zealand and Australia.

Ageing of trade receivables

2022

$Millions

2021

$Millions

The ageing analysis of trade receivables is as follows:

Not past due63.8100.3

Past due 0-30 days10.82.3

Past due 31-90 days2.51.9

Greater than 90 days2.04.9

Total79.1109.4

The ageing analysis of impaired trade receivables is as follows:

Not past due(0.6)(0.3)

Past due 0-30 days(0.4)(0.4)

Past due 31-90 days(0.6)(0.8)

Greater than 90 days(3.1)(4.0)

Total(4.7)(5.5)

2022

$Millions

2021

$Millions

Movement in the provision for expected credit loss for the year was as follows:

Balance as at 1st April5.5 6.3

Acquired through acquisition of subsidiary2.0 0.5

Expected credit loss recognised (Charged to operating expenses)3.7 3.2

Bad debts recovered(0.5) -

Provisions utilised(2.6) (4.5)

Transfers to assets classified as held for sale

(3.4) -

Balance as at 31 March4.7 5.5

Other prepayments and receivables106.5225.0

Total Trade, accounts receivable and prepayments180.9328.9

131
23.2 Liquidity risk

Liquidity risk is the risk that assets held by the Group cannot readily be converted to cash to meet the Group’s contracted cash flow

obligations. Liquidity risk is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and

liabilities. The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due

and make value investments, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the

Group’s reputation. The Group manages liquidity risk by maintaining sufficient cash and marketable securities, the availability of funding

through an adequate amount of committed credit facilities, the spreading of debt maturities, and its credit standing in capital markets.

The tables below analyse the Group’s financial liabilities, excluding gross settled derivative financial liabilities, into relevant maturity

groupings based on the earliest possible contractual maturity date at year end. The amounts in the tables below are contractual

undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure Bonds cash flows have been

determined by reference to the longest dated Infratil bond maturity in the year 2029.

Balance

sheet

$Millions

Contractual

cash flows

$Millions

6 months

or less

$Millions

6-12 months

$Millions

1-2 years

$Millions

2-5 years

$Millions

5 + years

$Millions

31 March 2022

Accounts payable, accruals and

other liabilities598.1632.2488.22.3 107.6 33.3 0.8

Lease liabilities249.3463.8 13.9 14.3 27.0 72.8 335.8

Unsecured & secured bank facilities1,067.2 881.5 25.1 57.7 74.5723.4 0.8

Infratil Infrastructure bonds1,156.6 1,357.5 120.8 122.2 160.8 553.2 400.5

Perpetual Infratil Infrastructure bonds231.9 287.9 3.6 3.6 7.3 21.8 251.6

Wellington International Airport

bonds621.7 769.4 11.7 11.7 96.8 279.0 370.2

Trustpower bonds350.7 401.1 6.6 133.1 8.2 146.3 106.9

Derivative financial instruments118.8 128.718.220.281.46.0 2.9

4,394.3 4,922.1688.1365.1563.61,835.8 1,469.5

31 March 2021

Accounts payable, accruals and

other liabilities

501.2 487.5 296.7 - 116.3 74.5 -

Lease liabilities202.6 394.8 13.2 13.3 48.7 49.9 269.7

Unsecured & secured bank facilities1,010.3 1,057.7 108.7 38.6 521.3 389.1 -

Infratil Infrastructure bonds1,147.0 1,362.1 119.2 24.4 235.7 521.6 461.2

Perpetual Infratil Infrastructure bonds231.9 266.5 2.0 2.0 4.0 11.9 246.6

Wellington International Airport

bonds585.7 688.1 87.0 9.6 19.2 248.5 323.8

Trustpower bonds433.0 501.1 9.0 90.9 141.3 259.9 -

Derivative financial instruments156.1 160.1 80.4 23.4 43.7 9.3 3.3

4,267.8 4,917.9 716.2 202.2 1,130.2 1,564.7 1,304.6

23.3 Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and energy prices will affect the

Group’s income or the value of its holdings of financial assets and liabilities. The objective of market risk management is to manage and

control market risk exposures within acceptable parameters, while optimising the return.

23.3.1 Interest rate risk (cash flow and fair value)

Interest rate risk is the risk of interest rate volatility negatively affecting the Group’s interest expense cash flow and earnings. Infratil mitigates

this risk by managing it’s interest rate exposures in accordance with it’s Group Treasury Policy, which sets out defined maximum and

minimum thresholds for exposures to floating interest rates across different tenors. Infratil achieves compliance with these thresholds by

issuing term borrowings at fixed interest rates and entering into Interest Rate Swaps to convert a portion of floating rate exposures to fixed

rate exposures. Borrowings issued at fixed rates does expose the Group to fair value interest rate risk.

132
2022

$Millions

2021

$Millions

At balance date the face value of interest rate contracts outstanding were:

Interest rate swaps - notional value1,459.3 1,210.5

Fair value of interest rate swaps 24.2 (18.9)

Cross currency interest rate swaps - notional value99.8 99.8

Fair value of cross currency interest rate swaps 1.6 7.1

The termination dates for the interest rate swaps are as follows:

Between 0 to 1 year - 129.5

Between 1 to 2 years50.0 -

Between 2 to 5 years934.3448.0

Over 5 years475.0633.0

The termination dates for the cross currency interest rate swaps are as follows:

Between 0 to 1 year - -

Between 1 to 2 years - -

Between 2 to 5 years

- -

Over 5 years99.8 99.8

Interest rate sensitivity analysis

The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/lower

with all other variables held constant.

2022

$Millions

2021

$Millions

Profit or loss

100 bp increase17.6 6.3

100 bp decrease(17.9)(7.6)

Other comprehensive income

100 bp increase(3.4)7.0

100 bp decrease3.0 (1.2)

Assumptions used in the interest rate sensitivity analysis include:

Reasonably possible movements in interest rates were determined based on a review of historical movements. A movement of 100 basis

points higher/lower is considered appropriate to demonstrate the sensitivity of the Group to movements in interest rates. The sensitivity

was calculated by taking interest rate instruments including loans and borrowings, bonds, interest rate swaps and cross currency interest

rate swaps at balance date and adjusting the interest rate upwards and downwards to quantify the resulting impact to profit or loss and

other comprehensive income.

23.3.2 Foreign currency risk

The Group has exposure to foreign currency risk on the value of its net investment in foreign investments, assets and liabilities, future

investment obligations and future income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to

occur. Decisions on buying forward cover for likely foreign currency investments is subject to the Group’s expectation of the fair value of the

relevant exchange rate.

The Group may enter into forward exchange contracts to reduce the risk from price fluctuations of foreign currency commitments

associated with the construction of generation assets and to hedge the risk of its net investment in foreign operations. Any resulting

differential to be paid or received as a result of the currency hedging of the asset is reflected in the final cost of the asset. The Group has

elected to apply cash flow hedge accounting to these instruments.

The following table shows the impact on post-tax profit and equity if the New Zealand dollar had weakened or strengthened by

10 per cent against the currencies with which the Group has foreign currency risk with, all other variables held constant.

133
20222021

+10%

$Millions

-10%

$Millions

+10%

$Millions

-10%

$Millions

Profit or loss

AUD(11.3)11.3 (11.1) 11.1

EURO(0.3)0.3 - -

GBP - - - -

USD(0.1)0.1 - -

Other comprehensive income

AUD(84.6)83.3 (130.6) 133.0

EURO(0.3)0.3 (0.2) 0.2

GBP(5.7)5.7 - -

USD(19.2)21.4 (5.8)5.8

Assumptions used in the foreign currency exposure sensitivity analysis include:

Reasonably possible movements in foreign exchange rates were determined based on a review of historical movements. A movement

of plus or minus 10% has been applied to the AUD/NZD, USD/NZD, EUR/NZD and GBP/NZD exchange rates to demonstrate the

sensitivity of foreign currency risk of the company’s investment in foreign operations and associated derivative financial instruments.

The sensitivity was calculated by taking the AUD and USD spot rate as at balance date, moving this spot rate by plus and minus 10% and

then reconverting the AUD and USD balances with the ‘new spot-rate’.

Unhedged foreign currency exposures

At balance date the Group has the following unhedged exposure to foreign currency risk arising on foreign currency monetary assets

and liabilities that fall due within the next twelve months:

2022

$Millions

2021

$Millions

Cash, short term deposits and trade receivables

United States Dollars (USD)3.9 1.4

Australian Dollars (AUD)4.5 0.2

Euro0.5 -

Pound Sterling0.2 -

23.3.3 Energy price risk

Energy Price Risk is the risk that financial performance will be impacted by fluctuations in spot energy prices. The Group meets its energy sales

demand by purchasing energy on spot markets, physical deliveries and financial derivative contracts. This exposes the Group to fluctuations

in the spot and forward price of energy. The Group has entered into a number of energy hedge contracts to reduce the energy price risk

from price fluctuations. These hedge contracts establish the price at which future specified quantities of energy are purchased and settled. Any

resulting differential to be paid or received is recognised as a component of energy costs through the term of the contract. The Group has

elected to apply cash flow hedge accounting to those instruments it deems material and which qualify as cash flow hedges.

The hedged anticipated electricity purchase transactions are expected to occur continuously throughout the next three years from the end of

the reporting period consistent with Trustpower’s forecast electricity generation and retail electricity sales. Gains and losses recognised in the

cash flow hedge reserve on electricity derivatives as of 31 March 2022 will be continuously released to the income statement in each period in

which the underlying purchase transactions are recognised in the income statement.

20222021

At balance date the aggregate notional volume of outstanding energy derivatives were:

Electricity (GWh)3,621.0 2,401.0

Fair value of energy derivatives ($millions)3.0 23.9

As at 31 March 2022, the Group had energy contracts outstanding with various maturities expected to occur continuously throughout the

next five years. The hedged anticipated energy purchase transactions are expected to occur continuously throughout the contract period

from balance sheet date consistent with the Group’s forecast energy generation and retail energy sales. Gains and losses recognised in

the cash flow hedge reserve on energy derivatives as of 31 March 2022 will be continuously released to the income statement in each

period in which the underlying purchase transactions are recognised in the profit or loss.

134
2022

$Millions

2021

$Millions

The termination dates for the energy derivatives are as follows:

Between 0 to 1 year129.7 107.4

Between 1 to 2 years123.8 56.9

Between 2 to 5 years133.0 74.2

Over 5 years - -

386.5 238.5

Energy price sensitivity analysis

The following table shows the impact on post-tax profit and equity of an increase/decrease in the relevant forward electricity prices with

all other variables held constant:

2022

$Millions

2021

$Millions

Profit and loss

10% increase in energy forward prices(15.2)(7.3)

10% decrease in energy forward prices15.2 7.5

Other comprehensive income

10% increase in energy forward prices1.0 (12.3)

10% decrease in energy forward prices(1.0) 14.2

Assumptions used in the energy forward price sensitivity analysis include:

Reasonably possible movements in energy forward prices were determined based on a review of historical movements. A movement

of 10% higher/lower is considered appropriate to demonstrate sensitivity to movements in forward energy prices. The sensitivity was

calculated by taking balances that incorporate expectations of forward electricity prices at balance date and adjusting the forward

electricity price upwards and downwards to quantify the resulting impact to profit or loss and other comprehensive income.

23.4 Fair values

With the exception of bond debt and senior notes which are measured at amortised cost, financial assets and financial liabilities are

measured at fair value, and have a fair value at 31 March 2022 of $2,307.3 million (31 March 2021: $2,382.7 million) compared to an

amortised cost value of $2,360.9 million (31 March 2021: $2,397.6 million).

The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:

2022

$Millions

2021

$Millions

Assets

Derivative financial instruments - energy

106.2 145.6

Derivative financial instruments - cross currency interest rate swaps

1.6 7.1

Derivative financial instruments - foreign exchange

- 0.2

Derivative financial instruments - interest rate38.4 15.3

146.2 168.2

Split as follows:

Current

65.3 76.2

Non-current 80.9 92.0

146.2 168.2

Liabilities

Derivative financial instruments - energy

103.2 121.7

Derivative financial instruments - cross currency interest rate swaps

- -

Derivative financial instruments - foreign exchange

1.4 0.2

Derivative financial instruments - interest rate14.2 34.2

118.8 156.1

Split as follows:

Current

48.3 89.2

Non-current

70.5 66.9

118.8 156.1

135
Estimation of fair values

The fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined

with reference to quoted market prices.

• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.

• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made

of discounted cash flow analysis using the applicable yield curve or available forward price data for the duration of the instruments.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key

types of variables used by the valuation techniques are:

• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and

• discount rates.

Valuation inputSource

Interest rate forward price curvePublished market swap rates

Foreign exchange forward pricesPublished spot foreign exchange rates

Electricity forward price curveMarket quoted prices where available and management’s best

estimate based on its view of the long run marginal cost of new

generation where no market quoted prices are available

Discount rate for valuing interest rate derivativesPublished market interest rates as applicable to the remaining

life of the instrument

Discount rate for valuing forward foreign exchange contractsPublished market rates as applicable to the remaining life

of the instrument

Discount rate for valuing electricity price derivativesAssumed counterparty cost of funds ranging from 3.1% to 3.8%

(31 March 2021: 3.1% to 3.8%)

The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect

of these variables that could be used in estimating the fair value of these derivatives. Maximum use is made of observable market data

when selecting variables and developing assumptions for the valuation techniques.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or

indirectly (that is, derived from prices) (level 2)

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3)

The following tables present the Group’s financial assets and liabilities that are measured at fair value.

31 March 2022

Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

Total

$Millions

Assets per the statement of financial position

Derivative financial instruments - energy - - 106.2 106.2

Derivative financial instruments - cross currency interest rate swaps - 1.6 - 1.6

Derivative financial instruments - foreign exchange - - - -

Derivative financial instruments - interest rate - 38.4 - 38.4

Total - 40.0 106.2 146.2

Liabilities per the statement of financial position

Derivative financial instruments - energy - - 103.2 103.2

Derivative financial instruments - cross currency interest rate swaps - - - -

Derivative financial instruments - foreign exchange - 1.4 - 1.4

Derivative financial instruments - interest rate - 14.2 - 14.2

Total - 15.6 103.2 118.8

136
31 March 2021

Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

Total

$Millions

Assets per the statement of financial position

Derivative financial instruments - energy - - 145.6 145.6

Derivative financial instruments - cross currency interest rate swaps - 7.1 - 7.1

Derivative financial instruments - foreign exchange - 0.2 - 0.2

Derivative financial instruments - interest rate - 15.3 - 15.3

Total - 22.6 145.6 168.2

Liabilities per the statement of financial position

Derivative financial instruments - energy - - 121.7 121.7

Derivative financial instruments - cross currency interest rate swaps - - - -

Derivative financial instruments - foreign exchange - 0.2 - 0.2

Derivative financial instruments - interest rate - 34.2 - 34.2

Total - 34.4 121.7 156.1

There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair

value hierarchy during the year ended 31 March 2022 (31 March 2021: none).

The following table reconciles the movements in level 3 Electricity price derivatives that are classified within level 3 of the fair value

hierarchy because the assumed location factors which are used to adjust the forward price path are unobservable.

2022

$Millions

2021

$Millions

Assets per the statement of financial position

Opening balance145.6 32.6

Foreign exchange movement on opening balance - 4.1

Acquired as part of business combination - -

Gains and (losses) recognised in profit or loss74.4 341.9

Gains and (losses) recognised in other comprehensive income(113.8) -

Transfer to assets held for sale - (233.0)

Closing balance106.2 145.6

Total gains or (losses) for the year included in profit or loss for assets held at the end of the reporting year1.4 131.5

Liabilities per the statement of financial position

Opening balance121.7 14.9

Foreign exchange movement on opening balance - 1.0

Acquired as part of business combination - -

(Gains) and losses recognised in profit or loss(18.4)134.7

(Gains) and losses recognised in other comprehensive income(0.1) -

Transfers to liabilities held for sale - (28.9)

Closing balance103.2 121.7

Total gains/(losses) for the year included in profit or loss for liabilities held at the end of the reporting year - 92.2

Settlements during the year(14.0)(18.8)

137
23.5 Risk Management Framework

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group

has established an Audit and Risk Committee for Infratil and each of its significant subsidiaries and associates with responsibilities which

include reviewing management practices in relation to identification and management of significant business risk areas and regulatory

compliance. The Group has developed a comprehensive, enterprise wide risk management framework. Management and Boards

throughout the Group participate in the identification, assessment and monitoring of new and existing risks. Particular attention is given to

strategic risks that could affect the Group. Management report to the Audit and Risk Committee and the Board on the relevant risks and

the controls and treatments for those risks.

23.6 Capital Management

The Group’s capital includes share capital, reserves, retained earnings and non-controlling interests of the Group. From time to time the

Group purchases its own shares on the market with the timing of these purchases dependent on market prices, an assessment of value

for shareholders and an available window to trade on the NZX. Primarily the shares are intended to be held as treasury stock and may be

reissued under the Dividend Reinvestment Plan or cancelled. During the year the Group issued 1,031,049 shares (2021: none). The

Company and the Group’s borrowings are subject to certain compliance ratios in accordance with the facility agreements or the trust

deed applicable to the borrowings. During the year there have been no breaches in the compliance ratios (2021: nil).

The Group seeks to ensure that no more than 20% of its non-bank debt is maturing in any one year period, and to spread the maturities

of its bank debt facilities between one and five years. Discussions on refinancing of facilities will normally commence at least six months

before maturity. Facilities are maintained with A (2021: A) or above rated financial institutions, and with a minimum number of bank

counterparties to ensure diversification. The Group manages its interest rate profile so as to minimise value volatility. This means having

interest costs fixed for extended terms. At times when long rates appear to be sustainably high, the profile may be shortened, and when

rates are low the profile may be lengthened.

24 Capital commitments

2022

$Millions

2021

$Millions

Committed but not contracted for

41.2 -

Contracted but not provided for

56.3 51.3

Capital commitments

97.5 51.3

There were no individual material capital commitments as at 31 March 2022. See Note 7 for Infratil’s commitment to Clearvision Ventures

and Note 6 for Infratil’s commitment to Galileo.

25 Reconciliation of net surplus with cash flow from operating activities

2022

$Millions

2021

$Millions

Net surplus for the year1,231.7(16.0)

(Add) / Less items classified as investing activity:

(Gain)/Loss on investment realisations, impairments and disposals of discontinued operations(1,014.7)(46.5)

Transaction costs: payables relating to investing activities0.7 -

Add items not involving cash flows:

Movement in financial derivatives taken to the profit or loss(60.6)4.1

Decrease in deferred tax liability excluding transfers to reserves(35.9)6.1

Changes in fair value of investment properties(15.3)(12.0)

Equity accounted earnings of associate net of distributions received(207.3)(109.0)

Depreciation124.3 114.0

Movement in provision for bad debts0.5 -

Amortisation of intangibles18.4 13.2

Other

16.0 31.0

Movements in working capital:

Change in receivables48.6 (64.5)

Change in inventories(0.2) -

Change in trade payables(10.0)(1.3)

Change in accruals and other liabilities(42.5)208.4

Change in current and deferred taxation29.1 (36.1)

Net cash flow from operating activities82.891.4

138
26 Key management personnel disclosures

Key management personnel have been defined as the Chief Executives and direct reports for the Group’s operating subsidiaries

(including executive Directors).

2022

$Millions

2021

$Millions

Key management personnel remuneration comprised:

Short-term employee benefits 16.0 12.0

Post employment benefits - -

Termination benefits 0.1 0.7

Other long-term benefits 0.6 1.8

Share based payments(2.2)(1.1)

14.5 13.4

Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $3.6 million (2021: $2.2 million).

27 Related parties

Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of

business. A number of key management personnel are also Directors of Group subsidiary companies and associates.

Morrison & Co Infrastructure Management Limited (‘MCIM’) is the management company for the Company and receives management

fees in accordance with the applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership

(‘MCO’). Mr Bogoievski was a director of Infratil until 31 March 2021 and was a director and Chief Executive Officer of MCO until 31

December 2021. Mr Boyes assumed the role of Infratil Chief Executive Officer from 1 April 2021. Entities associated with Mr Bogoievski

and Mr Boyes also have a beneficial interest in MCO.

Management and other fees paid by the Group (including associates) to MCIM, MCO

or its related parties during the year were:Note

2022

$Millions

2021

$Millions

Management fees28 278.7268.8

Executive secondment and consulting0.7 9.8

Directors' fees2.2 1.8

Financial management, accounting, treasury, compliance and administrative services1.7 1.6

Risk management reporting - -

Investment banking services - -

Total management and other fees283.3282.0

The above table includes $0.2 million paid by discontinued operations in the year ended 31 March 2022 (2021: $0.4 million).

At 31 March 2022 amounts owing to MCIM of $5.2 million (excluding GST) are included in trade creditors (2021: $4.5 million).

MCO, or Employees of MCO received directors fees from the Company, subsidiaries or associates

as follows:

2022

$000’s

2021

$000’s

CDC Group Holdings Pty Ltd159.0160.6

Infratil Limited - -

Infratil Infrastructure Property Limited45.0 45.0

Galileo Green Energy, LLC350.2 365.4

Gurīn Energy - -

Longroad Energy Holdings, LLC215.2 223.5

RHC Holdco Limited150.0 -

Qscan Group Holdings Newco Pty - -

RA (Holdings) 2014 Pty Limited309.1169.0

Tilt Renewables Limited162.5409.1

Trustpower Limited380.4 247.5

Vodafone New Zealand Limited - -

Wellington International Airport Limited400.9 276.8

2,172.31,896.9

139
28 Management fees paid under the Management Agreement with Morrison & Co

Infrastructure Management Limited

The day-to-day management responsibilities of the Company have been delegated to Morrison & Co Infrastructure Management

Limited (‘MCIM’) under a Management Agreement. The Management Agreement specifies the duties and powers of MCIM, and the

management fees payable to MCIM for delivering those services. These include a New Zealand Portfolio Management Fee, International

Portfolio Management Fee and International Portfolio Incentive Fees.

Management fees paid under the Management Agreement during the year were:

2022

$Millions

2021

$Millions

New Zealand & International Portfolio Management Fees57.3 45.7

International Portfolio Incentive Fees221.2223.1

278.5268.8

New Zealand Portfolio Management Fee

The New Zealand base management fee is paid on the ‘New Zealand Company Value’ at 0.80% p.a. on the New Zealand Company

Value above $150 million, 1.00% p.a. on the New Zealand Company Value between $50 million and $150 million and 1.125% p.a. on

New Zealand Company value up to $50 million. The New Zealand Company Value is defined as:

• the Company’s market capitalisation as defined in the Management Agreement (the aggregated market value of the Company’s

listed securities, being ordinary shares, partly paid shares and, Infratil Infrastructure bonds);

• plus the Company and its wholly owned subsidiaries’ net debt (excluding listed debt securities and the book value of the debt in any

non-Australasian investments);

• minus the cost price of any non-Australasian investments; and,

• an adjustment for foreign exchange gains or losses related to non-New Zealand investments.

International Portfolio Management Fee

The international fund management fee is paid at the rate of 1.50% per annum on:

• the cost price of any non-Australasian investments; and,

• the book value of the debt in any wholly owned non-Australasian investments.

International Portfolio Incentive Fees

International Investments are eligible for International Portfolio incentive fees (‘Incentive fees’) under the Management Agreement

between MCIM and Infratil. The Agreement allows for incentives to be payable for performance in excess of a minimum hurdle of

12% per annum in three separate areas:

• Initial Incentive Fees;

• Annual Incentive Fees; and,

• Realised Incentive Fees.

To the extent that there are assets that meet these criterion, independent valuations are performed on the respective International

Investments to determine whether any Incentive Fees are payable.

International Portfolio Initial Incentive Fee

International Investments become eligible for the Initial Incentive Fee assessment on the third balance date (31 March) that they have

been held continuously by the Company. All International Investments that are acquired in any one financial year are grouped together

for the purposes of the Initial Incentive Fee, and an Initial Incentive Fee is payable at 20% of the outperformance of those assets against

a benchmark of 12% p.a. after tax, compounding.

The Company’s investment in Galileo Green Energy was eligible for the International Portfolio Initial Incentive Fee as at 31 March 2022.

(31 March 2021: None). Based on an independent valuation obtained as at that date, no International Portfolio Initial Incentive Fee has

been accrued as at 31 March 2022.

International Portfolio Annual Incentive Fee

Thereafter International Investments are grouped together, and an Annual Incentive Fee is payable at 20% of the outperformance of

those assets against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost.

The Company’s investments in CDC Data Centres, Longroad Energy and RetireAustralia are eligible for the International Portfolio

Annual Incentive fee assessment as at 31 March 2022 (31 March 2021: ASIP, RetireAustralia, CDC Data Centres, Longroad Energy and

Tilt Renewables).

Based on independent valuations obtained as at 31 March 2022, an Annual Incentive Fee of $99.7 million has been accrued as at that

date (31 March 2021: $223.1 million).

140
International Portfolio Annual Incentive Fees

2022

$000’s

2021

$000’s

ASIP

- 1.6

CDC Data Centres

84.7140.2

Longroad Energy

14.1(8.0)

RetireAustralia

0.93.2

Tilt Renewables - 86.1

99.7223.1

International Portfolio Realised Incentive Fee

Realised Incentive Fees are payable on the realised gains from the sale, or other realisation of International Investments at 20% of the

outperformance (since the last valuation date) against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent

31 March valuation, or cost.

Following the divestments of the Company’s investments in Tilt Renewables and ASIP during the year a Realised Incentive Fee of

$121.5 million has been accrued as at 31 March 2022 (31 March 2021: none).

International Portfolio Realised Incentive Fees

2022

$Millions

2021

$Millions

Tilt Renewables

122.1 -

ASIP(0.6) -

121.5 -

Payment of Annual Incentive Fees

Any Annual Incentive Fee calculated in respect of a Financial Year is earned and paid in three annual instalments, with the second and

third instalments only being earned and payable if, at each relevant assessment date, the fair value of the relevant asset (including

distributions, if any) exceeds the greater of fair value or cost as at the 31 March for which the Incentive Fee was first calculated.

Realised Incentive Fees are payable within 7 Business Days of receipt by the Company of a certificate from the International Portfolio

Independent Valuer.

29 Contingent liabilities

The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed of

Negative Pledge, Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.

Shareholder support for Wellington International Airport

During the year ended 31 March 2021, WIAL entered into a $75.8 million shareholder support agreement (66% Infratil and 34%

Wellington City Council) in the form of a commitment from both its shareholders for redeemable preference shares, which remains in

place. WIAL’s option to draw down on this agreement expires 30 June 2022.

30 Events after balance date

Dividend

On 18 May 2022, the Directors approved a fully imputed final dividend of 12.0 cents per share to holders of fully paid ordinary shares to

be paid on 15 June 2022.

Trustpower sale of retail business

On 2 May 2022, Trustpower announced that all conditions of the sale of Trustpower’s gas, telecommunications, and retail electricity

supply business (excluding the supply of electricity to commercial and industrial customers) to Mercury NZ Limited have been met and

as a result the sale was completed effective 1 May 2022.

A description of the completion of the sale of the Trustpower retail business, subsequent to balance date is provided in note 10.2.

141



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by guarantee. All rights reserved.



Independent Auditor’s Report

To the shareholders of Infratil Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial statements

of Infratil Limited (the ’company’) and its subsidiaries

(the 'group') on pages 82 to 140:

i. present fairly in all material respects the group’s

financial position as at 31 March 2022 and its

financial performance and cash flows for the year

ended on that date in accordance with New

Zealand Equivalents to International Financial

Reporting Standards and International Financial

Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 March 2022;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for the

year then ended; and

— notes, including a summary of significant

accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation services, audit of regulatory

disclosures, other assurance engagements and other consultancy services. Subject to certain restrictions, partners

and employees of our firm may also deal with the group on normal terms within the ordinary course of trading

activities of the business of the group. These matters have not impaired our independence as auditor of the group.

The firm has no other relationship with, or interest in, the group.

Scoping

The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on the

consolidated financial statements as a whole, taking into account the structure of the group, the significance and

risk profile of each investment it owns, the group’s accounting processes and controls, and the industry in which

the investments operates.

142





2


In establishing the overall approach to the group audit, we determined the type of work that needed to be

performed at the component level by us, as the group engagement team, or component auditors operating under

our instruction.

A full scope audit was performed on the most significant investments for the group using component materialities

which were lower than group materiality. The component materiality took into account the size and the risk profile

of each component.

Where the work was performed by component auditors, we determined the level of involvement we needed to

have in the audit work at those investments to be able to conclude whether sufficient appropriate audit evidence

had been obtained as a basis for our opinion on the group financial statements as a whole. We kept in regular

communication with component audit teams throughout the year with phone calls, discussions and written

instructions and ensured that the component audit teams had the appropriate skills and competencies which are

needed for the audit. We reviewed the work undertaken by component auditors in order to ensure the quality and

adequacy of their work.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $45 million determined with reference to a benchmark of group total assets. We chose total

assets given the asset intensive nature of the group’s underlying investments and that this is a more stable and

relevant measure than a profit measure. Materiality represents 0.5% of the selected benchmark.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements

The key audit matter How the matter was addressed in our audit

Acquisition of Pacific Radiology Group Limited & Qscan Group Holdings Newco Pty

On 31 May 2021, Infratil acquired 56.0% of Pacific

Radiology Group Limited, (‘Pacific Radiology Group’).

As disclosed in note 9.1 of the financial statements, the

group acquired total assets of $213 million, assumed

total liabilities of $145 million and recognised total

goodwill of $754 million.

As at 31 March 2021, the acquisition accounting for

Qscan Group Holdings Newco Pty Limited (‘Qscan

Group) was reported on a provisional basis. As

disclosed in note 9.3 of the financial statements,

during the year the group finalised its measurement of

the fair value of the QScan assets and liabilities

Our procedures over the acquisition of Pacific

Radiology Group and Qscan Group included:

− Determining the appropriateness of the

acquisition date with reference to the

achievement of control over the acquired

business interest;

− Reviewing the fair value of the purchase

consideration with reference to the underlying

share sale agreements and cash consideration

paid;

143





3


The key audit matter How the matter was addressed in our audit

acquired which resulted in a goodwill balance of $666

million.

Accounting for acquisitions under IFRS is inherently

complex, requiring the Directors to exercise

judgement in the following areas:

− Determining acquisition date;

− Estimating the fair value of the purchase

consideration:

− Identification of potential intangible assets acquired

as part of the acquisitions; and

− Determining the fair value of assets and liabilities of

the acquired.


− Evaluating the qualifications, competence and

objectivity of external and internal experts used by

the group to determine

− Agreeing the opening balance sheet amounts,

including adjustments to recognise these

balances at fair value, to the underlying books and

records and previously audited financial

statements of the acquiree;

− Assessing the identification of potential

intangible assets acquired as part of the

acquisitions;

− Using valuation specialists to assess the

appropriateness of the valuation methodology

and key assumptions adopted by managements

specialist for calculating the fair value for each

material category of tangible and intangible

assets.

The key audit matter How the matter was addressed in our audit

Valuation of Property, Plant and Equipment

As disclosed in note 14 of the financial statements, the group has property, plant and equipment of $3,401

million (2021: $3,239 million), with renewable generation assets, land and civil works and buildings making up

the majority of this balance. The group has a policy of recording classes of property, plant and equipment at

cost less accumulated depreciation, or at valuation, with valuations undertaken at least every 5 years with a

material change assessment carried out in the intervening years.

Renewable generation assets ($1,776 million)

Valuation of renewable generation assets is

considered to be a key audit matter due to both its

magnitude and the judgement involved in the

assessment of the fair value of these assets by the

group’s Directors. The judgement relates to the

valuation methodology used and the assumptions

included within that methodology.

A full revaluation of both hydro generation assets was

carried out as at 31 March 2020 with a material change

assessment carried out in the current year.

The assumptions included in the valuations that have

the largest impact on fair value are:

− Forward electricity price path forecasts;

− Future generation volumes;

− The impact of future changes to the voided Cost of

Transmission pricing regime in New Zealand;

Our procedures over the renewable generation asset

valuations included:

− Comparing the forward electricity price path used

in the independent valuation to current externally

derived market data and our independent estimate

of the price path;

− Comparing forecast generation volumes and

operating costs assumed in the independent

valuation against actual realised volumes and

operating costs incurred;

− Assessing the appropriateness of forecast

Avoided Cost of Transmission revenue included

within the valuation, considering the assumptions

applied by management and latest Electricity

Authority announcements; and

− Using valuation specialists to assess the

appropriateness of the discount rate applied to the

estimated future cash flows by comparing this to

rates used by other market participants.

144





4


The key audit matter How the matter was addressed in our audit

− Discount rates applied to the estimated future cash

flows to determine a present-day value; and

− Forecast costs of operating the generation

schemes.

Land and civil works ($708 million) and Buildings ($594

million).

Valuation of land and civil works and buildings,

specifically in relation to airport assets, is considered

to be a key audit matter due to the magnitude and

judgement involved in the assessment of the fair value

of these assets by the group’s Directors. The

judgement relates to the valuation methodologies

used and the assumptions included in each of those

methodologies.

At 31 March 2022 a material change assessment for

each asset class was performed to assess whether

the carrying values of each class materially vary from

their fair value. This assessment was undertaken with

assistance from external independent valuers.

The assumptions that have the largest impact on the

valuations are:

− The potential value of the airport land if there was

no airport on the site, primarily driven by the

weighted average cost of capital;

− The replacement cost of buildings including the

main terminal building;

− The replacement cost of civil assets including the

runway, taxiways and roads;

− The estimated future passenger numbers and

resulting cash flows; and

− Discount rates applied to the estimated future

cash flows from the vehicle and accommodation

assets.

Our procedures to assess the land and civil works and

buildings valuations included utilising valuation

specialists to assess the changes in key judgemental

assumptions which have the largest impact on the

valuation. This included:

− Comparing the valuation methodologies used by

the valuer for the group, to the valuation

methodologies used by other airports within New

Zealand;

− Assessing the changes to the weighted average

cost of capital and discount rates against

observable market data;

− Assessing the changes in the cost of buildings and

civil assets;

− Assessing the changes in the value of underlying

land prices with reference to observable market

transactions and relevant indices; and

− Assessing the future cash flows against budgets,

forecast passenger numbers and historical

financial performance.

The key audit matter How the matter was addressed in our audit

Carrying value of investment in associates

The carrying value of the group’s investment in

associates as at 31 March 2022 was $2,126 million.

Investments in associates contribute a significant

portion of the group’s net surplus and total assets.

Given the significance of these investments to the

group, we consider this to be a key audit matter.

Our procedures performed to assess the carrying value

of associates included, amongst others:

− Recalculating the share of profit from equity

accounted investments using investee financial

information;

145





5


The key audit matter How the matter was addressed in our audit


− Testing a sample of acquisitions made and

distributions received from associates during the

year;

− Consideration of associate’s performance to date

with reference to the most recent audited financial

statements and assessment of relevant indicators

of impairment; and

Where valuation models have been used to support

carrying value, we have utilised our valuation

specialists to consider the discount rates and cash

flow projections used within the models.


Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the reports of the Chief Executive and the Chair, Infratil’s summary financial

information, and disclosures relating to strategy, corporate governance, Infratil’s businesses and statutory

information (on pages 1 to 81 and page 141 to 163). Our opinion on the consolidated financial statements does

not cover any other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards)

— implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is fairly presented and free from material misstatement, whether due to fraud or error ; and

146
6

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Brent Manning

For and on behalf of

KPMG

Wellington

18 May 2022

147
Corporate Governance

The Board is committed to undertaking its role in accordance

with internationally accepted best practice, within the context of

Infratil’s business. Infratil’s corporate governance practices have

been prepared with reference to the Financial Markets Authority’s

Corporate Governance Handbook, the requirements of the NZX

Listing Rules and the recommendations in the NZX Corporate

Governance Code (“NZX Code”).

Copies of Infratil’s key corporate governance documents are

available on the corporate governance section of Infratil’s website:

www.infratil.com/about-us/corporate-governance/.

These include Infratil’s Constitution, the Management

Agreement, the Board and Committee Charters, the Corporate

Governance Statement (which discloses Infratil’s compliance

with the NZX Code) and key corporate governance policies.

Corporate governance structure

The Board is elected by the shareholders with overall responsibility

for the governance of Infratil, while the day-to-day management

of Infratil has been delegated to Morrison & Co. The respective

roles of the Board and Morrison & Co within this corporate

governance structure are summarised below.

The Board

Role of the Board

The Board’s role and responsibilities are set out in the Board

Charter. The primary role of the Board is to approve and monitor

the strategic direction of Infratil recommended by Morrison & Co

and add long-term value to Infratil’s shares, having appropriate

regard to the interests of all material stakeholders.

Further information on the Board’s role is set out in the Corporate

Governance Statement and the Board Charter.

Board Committees

The Board has established four standing committees, and other

committees may be formed when it is efficient or necessary to

facilitate efficient decision-making or when required by law:

• Audit and Risk Committee

The Board has established this Committee to oversee financial

reporting, accounting policies, financial management, internal

control systems, risk management systems, systems for

protecting assets and compliance.

• Nomination and Remuneration Committee

The Board has established this Committee to manage the

identification, consideration and recommendation of director

appointments to the Board, succession planning for Directors,

ensuring written agreements are in place for all Directors, the

induction programme for new Directors and recommending

remuneration for directors for consideration by shareholders.

• Manager Engagement Committee

The Board has established the Manager Engagement

Committee to monitor Morrison & Co’s performance and

compliance with the Management Agreement.

Further information on the Audit and Risk Committee, Nomination

and Remuneration Committee and Manager Engagement

Committee is set out in the Corporate Governance Statement.

Board Membership

The number of Directors is determined by the Board, in

accordance with Infratil’s constitution, to ensure it is large enough

to provide a range of knowledge, views and experience relevant to

Infratil’s business. The composition of the Board will reflect the

duties and responsibilities it is to discharge and perform in setting

Infratil’s strategy and seeing that it is implemented. The Board

Charter requires both a majority of the Board, and the Chairman,

to be independent Directors.

The Board currently comprises six Directors (five independent

Directors and one non-independent Director). The composition of

the Board, experience and Board tenure are set out below:

Mark Tume (BBS, Dip Bkg Stud)

Chairman and Independent Director

Mark Tume has been Chairman since 2013, a director since 2007

and was last re-elected in 2021. He is a director of RetireAustralia,

Precinct Properties and Chair of Te Atiawa Iwi Holdings. Mr Tume’s

professional experience has been in banking and funds

management.

Jason Boyes (BCA, LLB (Hons))

Non-Independent Director

Jason Boyes is Chief Executive of Infratil and joined the Board in

2021. Jason is Chair of Longroad Energy and Galileo Green Energy,

and a director of CDC Data Centres. He was a director of

Wellington International Airport until 2021. He joined Morrison & Co

in 2011 after a 15-year legal career in corporate finance and M&A in

New Zealand and London. Mr Boyes has an interest in Morrison &

Co, which has the Management Agreement with Infratil.

Alison Gerry (BMS(Hons), MAppFin)

Independent Director

Alison Gerry joined the Board in 2014 and was last re-elected in

2019. Alison is Chair of the Audit and Risk Committee. She is a

director of Air New Zealand, ANZ Bank New Zealand, and, Chair

of Sharesies. She has been a professional director since 2007.

Previously, Ms Gerry worked for both corporates and for financial

institutions in Australia, Asia and London in trading, finance and

risk roles.

Paul Gough (BCom(Hons))

Independent Director

Paul Gough joined the Board in 2012 and was last re-elected in

2021. 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.

Kirsty Mactaggart (BAcc, CA)

Independent Director

Kirsty Mactaggart joined the Board in 2019, and is also a Director

of Sharesies Investment Management Limited and an

independent advisor to companies and shareholders on Equity

Capital Market transactions. Prior to her director and advisor

career, she was Head of Equity Capital Markets and, Corporate

Governance for Fidelity International in Asia, and was also a

Managing Director at Citigroup based in Hong Kong and London.

She has over 25 years of global financial market experience with

a unique investor perspective and a focus on governance.

Peter Springford (MBA)

148
Independent Director

Peter Springford joined the Board in 2016 and was last re-elected

in 2020. He is also a director of Zespri and has extensive

experience in managing companies in Australia, New Zealand

and Asia, including five years based in Hong Kong as President of

International Paper (Asia) Limited and four years as Chief Executive

Officer and Managing Director of Carter Holt Harvey Limited.

Mr Springford is a chartered member of the New Zealand Institute

of Directors.

Independence

The Board Charter sets out the standards for determining whether

a Director is independent for the purposes of service on the Board

and committees. These standards reflect the requirements of the

NZX Listing Rules.

A Director is independent if the Board affirmatively determines

that the Director satisfies these standards. The Board has

determined that:

• All the non-executive Directors (namely, M Tume, A Gerry,

P Gough, K Mactaggart and P Springford) are independent

Directors.

• The Chief Executive (J Boyes), as an employee of Morrison & Co

and occupying a position analogous to an executive Director,

is not an independent Director.

Tenure

Directors are not appointed for fixed terms. However, the

Constitution and the NZX Listing Rules require all Directors to

stand for re-election at the 3rd annual meeting after appointment

or after three years (whichever is longer).

A Director appointed by the Board to fill a casual vacancy must

also stand for election at the following annual meeting.

Board and Committee Meetings

The Board will normally hold at least six meetings in each year,

and additional Board meetings are held where necessary in order

to prioritise and respond to issues as they arise.

The Board and Committee meetings and attendance in Financial

Year 2022 are set out below:

Full

agenda

board

meetings

Limited

agenda

board

meetings

Audit

and risk

committee

Nomination

and

remuneration

committee

3

Manager

engagement

committee

M Tume9/94/64/6-8/8

J Boyes9/96/66/6--

A Gerry9/95/65/6-8/8

P Gough9/96/66/6-8/8

K Mactaggart9/96/66/6-8/8

C Savage

1

6/65/65/6-6/6

P Springford9/96/66/6-8/8

1

Retired on 31 January 2022

Independent Professional Advice and Training

With the approval of the Chairman, Directors are entitled to seek

independent professional advice on any aspect of the Directors’

duties, at Infratil’s expense. Directors are also encouraged to

identify and undertake training and development opportunities.

Board Performance and Skills

The Board, the Audit and Risk Committee and individual Directors

are subject to a performance appraisal from time to time, further

information on which is set out in the Corporate Governance

Statement.

Directors’ and Officers’ Insurance

Infratil has arranged Directors’ and Officers’ liability insurance

covering Directors acting on behalf of Infratil. Cover is for

damages, judgments, fines, penalties, legal costs awarded and

defence costs arising from wrongful acts committed while acting

for Infratil. The types of acts that are not covered are dishonest,

fraudulent, malicious acts or omissions, wilful breach of statute or

regulations or duty to Infratil, improper use of information to the

detriment of Infratil, or breach of professional duty.

Takeover Protocols

The Board has approved protocols that set out the procedure to

be followed if there is a takeover offer for Infratil, which reflect the

requirements of the Takeovers Code, market practice and

recommendations by the Takeovers Panel.

Morrison & Co

Role of Morrison & Co

The day-to-day management responsibilities have been

delegated to Morrison & Co under the Management Agreement.

The Management Agreement specifies the duties and powers of

Morrison & Co, and the management fee payable to Morrison &

Co (which is summarised in note 27 to the Financial Statements on

page 138 of this annual report).

The Board determines and agrees with Morrison & Co specific

goals and objectives, with a view to achieving the strategic goals

of Infratil. Between Board meetings, the Chairman maintains

an informal link between the Board and Morrison & Co and is

kept informed by Morrison & Co on all important matters.

The Chairman is available to Morrison & Co to provide counsel

and advice where appropriate. Decisions of the Board are binding

on Morrison & Co. Morrison & Co is accountable to the Board for

the achievement of the strategic goals of Infratil. At each of its

Board meetings, the Board receives reports from or through

Morrison & Co including financial, operational and other reports

and proposals.

Infratil’s management comprises people employed by the

Morrison & Co (including the Chief Executive and Chief Financial

Officer), and people employed by Infratil’s subsidiaries and

investee companies.

149
Manager Performance

A key responsibility of of the Board is monitoring Morrison & Co’s

performance and compliance with the Management Agreement

(including potential conflicts between the interests of Morrison &

Co and the interests of Infratil shareholders). Given the

importance of this responsibility in the context of Infratil’s business,

the Board has established the Manager Engagement Committee

as a dedicated Board committee charged with this responsibility.

The Board also recognises the potential for conflicts to arise in the

allocation of investment opportunities among clients of Morrison &

Co (including Infratil). Infratil has used investment joint ventures for

many years and expects to continue to do so, and the Board

encourages Morrison & Co to identify aligned parties with which

Infratil can co-invest. Accordingly, the Board and Morrison & Co

have established a deal allocation process, so Infratil has visibility

of all investment opportunities that fit with Infratil’s investment

strategy and clear investment rights in respect of those

opportunities.

The Board initiates a review of the Management Agreement from

time to time. An external review of the management fee payable

to Morrison & Co under the Management Agreement was

conducted in Financial Year 2021 (and the key conclusions of that

were noted in the 2021 Annual Report).

Health And Safety

Health and safety is managed by Infratil’s operational businesses

and Morrison & Co (rather than in aggregate at a group level), and

the Board is provided with regular health and safety reports for

those operating businesses and Morrison & Co.

Diversity

Infratil has a Diversity Policy, which describes Infratil’s approach to

diversity and inclusion and how diversity and inclusion is promoted

and embedded within Infratil, portfolio businesses and Morrison &

Co as manager of Infratil. The policy applies to the Board and also

sets out the diversity principles which Infratil expects portfolio

businesses and Morrison & Co as manager of Infratil to adopt for

their own businesses.

Further information on the Diversity Policy is set out in the

Corporate Governance Statement.

The following table provides a quantitative breakdown as at

31 March 2022 as to the gender composition of the Board,

Infratil’s Officers, and senior executives and employees in portfolio

businesses and Morrison & Co:

2022 PositionNumberProportion

FemaleMaleFemaleMale

Board 2 4 33% 67%

Officers

1

1 2 33% 67%

Morrison & Co 72 90 44% 56%

Senior

Executives

2

22 80 22% 78%

Organisation

3

3,542 2,595 58% 42%

2021 PositionNumberProportion

FemaleMaleFemaleMale

Board3443%57%

Officers

1

1233%67%

Morrison & Co578041%59%

Senior

Executives

2

166520%80%

Organisation

3

2,4802,35651%49%

1

Officers comprise the Chief Executive, Chief Financial Officer and

Company Secretary

2

Senior Executives are defined as a CEO or CEO direct report, or a position

that effectively carries executive responsibilities, in portfolio businesses

3

Organisation includes all portfolio businesses

Risk Management

Risk Management and Compliance

The Audit and Risk Committee is responsible for ensuring that

Infratil has an effective risk management framework to identify,

treat and monitor key business risks and regulatory compliance,

and also reviews management practices in these areas. Formal

systems have been introduced for regular reporting to the Board

on business risk, including impacts and mitigation strategies and

compliance matters.

Morrison & Co (via the Chief Executive and Chief Financial Officer)

is required to, and has confirmed to the Audit and Risk Committee

and the Board in writing that, in their opinion:

• Financial records have been properly maintained and Infratil’s

financial statements present a true and fair view, in all material

respects, of Infratil’s financial condition, and operating results

are in accordance with relevant accounting standards;

• The financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice and

comply with International Financial Reporting Standards and

other applicable financial reporting standards for profit-oriented

entities;

• This opinion has been formed on the basis of a sound system of

risk management and internal control which is operating

effectively; and

• That system of risk management and internal control is

appropriate and effective internal controls and risk management

practices are in place to safeguard and protect Infratil’s assets,

to identify, assess, monitor and manage risk, and identify

material changes to Infratil’s risk profile.

150
Internal Financial Control

The Board has overall responsibility for Infratil’s system of internal

financial control. Infratil does not have a separate internal audit

function, however the Board has established procedures and

policies that are designed to provide effective internal financial

control:

• Annual budgets, forecasts and reports on the strategic direction

of Infratil are prepared regularly and reviewed and agreed by the

Board.

• Financial and business performance reports are prepared

monthly and reviewed by the Board throughout the year to

monitor performance against financial and non-financial targets

and strategic objectives.

External Auditor

The Audit and Risk Committee is also responsible for the selection

and appointment of the external auditor (which is included within

the External Audit Relationship section of the Audit and Risk

Committee Charter) and ensuring that the external auditor or lead

audit partner is changed at least every five years.

Going Concern

After reviewing the current results and detailed forecasts, taking

into account available credit facilities and making further enquiries

as considered appropriate, the Directors are satisfied that Infratil

has adequate resources to enable it to continue in business for the

foreseeable future. For this reason, the Directors believe it is

appropriate to adopt the going concern basis in preparing the

financial statements.

Reporting and Disclosure

Disclosure

Infratil is committed to promoting investor confidence by providing

forthright, timely, accurate, complete and equal access to

information, and to providing comprehensive continuous

disclosure to shareholders and other stakeholders, in compliance

with the NZX Listing Rules. This commitment is reflected in Infratil’s

Disclosure and Communications Policy. Under this policy:

• All shareholder communications and market releases are

subject to review by Morrison & Co (including Chief Executive,

Chief Financial Officer and legal counsel), and information is only

released after proper review and reasonable inquiry.

• Full year and half year results releases are approved by the Audit

and Risk Committee and by the Board.

Shareholder and other Stakeholder Communications

Infratil aims to communicate effectively, give ready access to

balanced and understandable information about Infratil group and

corporate proposals and make it easy to participate in general

meetings. Infratil seeks to ensure its shareholders are appropriately

informed on its operations and results, with the delivery of timely

and focused communication, and the holding of shareholder

meetings in a manner conducive to achieving shareholder

participation.

Shareholder meetings are generally held in a location and at a time

which is intended to maximise participation by shareholders. Full

participation of shareholders at the annual meeting is encouraged

to ensure a high level of accountability and identification with

Infratil’s strategies and goals. Shareholders have the opportunity

to submit questions prior to each meeting and Morrison & Co,

senior management of portfolio businesses and auditors are

present to assist in and provide answers to questions raised by

shareholders. There is also generally an opportunity for informal

discussion with Directors, Morrison & Co and senior management

for a period after the meeting concludes.

Infratil supports the efforts of the New Zealand Shareholders’

Association (“NZSA”) to raise the quality of relations between

public companies and their shareholders. Shareholders wishing to

learn more about the NZSA can find information on its website

(http://www.nzshareholders.co.nz). While Infratil supports the

general aims and objectives of the NZSA, its specific actions and

views are not necessarily endorsed by Infratil, or representative of

Infratil’s view.

Further information on Infratil’s shareholder and other stakeholder

communications is set out in the Corporate Governance

Statement.

Renumeration and Performance

Directors’ Remuneration

The Board determines the level of remuneration paid to Directors

within the amounts approved from time to time by Shareholders

for the year ended 31 March 2022, this was $1,329,375 per

annum, which was approved by Shareholders at the 2019 annual

meeting). Directors are paid a base fee and may also be paid, as

additional remuneration:

• an appropriate extra fee as Chairman or Member of a Board

Committee;

• an appropriate extra fee as a director of an Infratil subsidiary

(other than Manawa Energy); and

• an appropriate extra fee for any special service as a Director as

approved by the Board.

In addition, Directors are entitled to be reimbursed for costs

directly associated with the performance of their role as Directors,

including travel costs. The Chairman approves all Directors’

expenses, and the Chair of the Audit and Risk Committee

approves the Chairman’s expenses.

Mr Boyes is not paid fees in his capacity as a Director, and receives

no remuneration from Infratil for his role as Chief Executive, and his

remuneration as Chief Executive is paid by Morrison & Co.

151
Remuneration is reviewed annually by the Board, and fees are

reviewed against fee benchmarks in New Zealand and Australia

and to take into account the size and complexity of Infratil’s

business. The fee structure approved by the Board for the year

ended 31 March 2022 is set out below:

Annual fee structure

Financial year

2022 (NZD)

Financial year

2021 (NZD)

Base Fees:

Chairman of the Board273,800256,800

Director131,500121,750

Overseas Director (P Gough)164,212152,188

CEO (J Boyes)NilNil

Board Committee Fees:

Audit and Risk Committee

Chair40,00038,500

Member20,60019,700

Nomination and

Remuneration Committee

ChairNilNil

MemberNilNil

Manager Engagement

Committee

Chair (ex officio Chairman of

the Board)NilNil

Member7,5007,500

Remuneration paid to Directors (as a Director of Infratil and, where

applicable, as a director of an Infratil subsidiary) in respect of the

year ended 31 March 2022 (and 31 March 2021) is set out below

(note that all amounts exclude GST or VAT where appropriate):

Directors’ Remuneration paid by Infratil

Directors’ remuneration (in their capacity as such) in respect of

the year ended 31 March 2022 and 31 March 2021 paid by the

Company was as follows (these amounts exclude GST, where

appropriate):

Director

Financial year

2022 (NZD)

Financial year

2021 (NZD)

M Tume (Chairman)273,800256,800

CEO (J Boyes/M Bogoievski)--

A Gerry 179,000167,750

P Gough171,875159,688

K Mactaggart159,600148,950

C Savage

1

133,433148,950

P Springford139,000129,250

Total1,056,7181,011,388


1

Ms Savage retired on 31 January 2022.

Directors’ Remuneration paid by Infratil Subsidiaries

Directors’ remuneration (in their capacity as such) in respect of the

year ended 31 March 2022 and 31 March 2021 paid by subsidiaries

was as follows (these amounts exclude GST where appropriate):

Director

Financial year

2022 (NZD)

Financial year

2021 (NZD)

A Gerry (Wellington International

Airport Limited)

1

23,66480,371

1

Ms Gerry resigned on 21 June 2021

No other benefits have been provided by Infratil or its subsidiaries

to a director for services as a director or in any other capacity,

other than as disclosed in the related party note to the financial

statements, or in the ordinary course of business. No loans have

been made by Infratil or its subsidiaries to a director, nor has Infratil

or its subsidiaries guaranteed any debts incurred by a director.

Employee Remuneration

During the year ended 31 March 2022, the following number of

employees (and former employees) and Infratil and its subsidiaries

received remuneration and other benefits in their capacity as

employees of at least $100,000. These disclosures are provided

in accordance with sections 211(1)(g) and 211(2) of the Companies

Act 1993 and, accordingly:

• These disclosures provide information in respect of employees

(and former employees) of the portfolio businesses which are

subsidiaries of Infratil. These businesses are Gurin Energy,

Infratil Infrastructure Property, Qscan, Tilt Renewables,

Manawa Energy and Wellington International Airport.

• These disclosures do not provide information in respect of

employees (or former employees) of the portfolio businesses

which are not subsidiaries of Infratil. These businesses are

CDC Data Centres, Galileo Green Energy, Kao Data, Longroad

Energy, RetireAustralia and Vodafone New Zealand.

• These disclosures do not provide information in respect of

employees (or former employees) of Morrison & Co (who

include most of the management team listed on page 16

of this annual report, including the Chief Executive and Chief

Financial Officer), as these employees are remunerated by

Morrison & Co and the only cost to Infratil of these employees is

the Management Fee payable to Morrison & Co.

Remuneration rangeNumber of employees

$100,000 to $110,000 69

$110,001 to $120,000 132

$120,001 to $130,000 116

$130,001 to $140,000 75

$140,001 to $150,000 73

$150,001 to $160,000 44

$160,001 to $170,000 27

$170,001 to $180,000 16

$180,001 to $190,000 13

$190,001 to $200,000 14

$200,001 to $210,000 15

$210,001 to $220,000 9

$220,001 to $230,000 12

$230,001 to $240,000 10

152
Remuneration rangeNumber of employees

$240,001 to $250,000 10

$250,001 to $260,000 7

$260,001 to $270,000 7

$270,001 to $280,000 6

$280,001 to $290,000 3

$290,001 to $300,000 5

$300,001 to $310,000 3

$310,001 to $320,000 5

$320,001 to $330,000 1

$330,001 to $340,000 10

$340,001 to $350,000 5

$350,001 to $360,000 2

$360,001 to $370,000 1

$370,001 to $380,000 2

$400,001 to $410,000 2

$410,001 to $420,000 1

$430,001 to $440,000 2

$440,001 to $450,000 1

$460,001 to $470,000 2

$480,001 to $490,000 2

$500,001 to $510,000 1

$530,001 to $540,000 2

$550,001 to $560,000 1

$560,001 to $570,000 1

$580,001 to $590,000 1

$590,001 to $600,000 3

$610,001 to $620,000 1

$620,001 to $630,000 1

$630,001 to $640,000 1

$640,001 to $650,000 3

$660,001 to $670,000 1

$690,001 to $700,000 1

$700,001 to $710,000 1

$720,001 to $730,000 3

$730,001 to $740,000 1

$750,001 to $760,000 2

$760,001 to $770,000 1

$800,001 to $810,000 1

$890,001 to $900,000 1

$920,001 to $930,000 1

$1,320,001 to $1,330,000 1

$1,980,001 to $1,990,000 1

Disclosures

Directors Holding Office

Infratil’s Directors as at 31 March 2022 were:

• Mark Tume (Chairman)

• Jason Boyes

• Alison Gerry

• Paul Gough

• Kirsty Mactaggart

• Peter Springford

Catherine Savage retired as a Director on 31 January 2022.

Entries in the Interests Register

Statement of Directors’ Interests

As at 31 March 2022, Directors had relevant interests

(as defined in the Financial Markets Conduct Act 2013) in quoted

financial products of Infratil or any related body corporate of

Infratil, as follows:

Beneficial

interests

Non-beneficial

interests

Infratil (IFT) ordinary shares

M Tume59,5787,445

J Boyes715,346

A Gerry34,048

P Gough197,533

K Mactaggart64,870

P Springford44,766

Trustpower (TPW) ordinary

shares

K Mactaggart8,300

IFT210 Bonds

P Springford40,000

WIA030 Bonds

P Springford30,000

As at 31 March 2022, Directors and senior executives (directors or

employees of Morrison & Co) held, in aggregate, 1.97% of the

Infratil ordinary shares.

153
Dealing in Securities

The following table shows transactions by Directors recorded in

respect of those securities during the period from 1 April 2021 to

31 March 2022:

Director

No of securities

bought/(sold)

Cost/(proceeds)

(NZD)

Infratil Limited (IFT)

ordinary shares

Jason Boyes – beneficial

Allocation of beneficial ownership

of shares in connection with

Fixed Trading Plan announced on

30/03/2021 – 03/08/2021715,346n/a

1

Mark Tume - beneficial

Allocation of beneficial ownership

of shares in connection with

Fixed Trading Plan – 14/05/202110,00016,349.40

Allotted pursuant to

Dividend Reinvestment Plan

– 23/12/2021

4463,572.84

Peter Springford - beneficial

Allotted pursuant to

Dividend Reinvestment Plan

– 23/12/2021

3602,883.91

Catherine Savage - beneficial

On market acquisitions -

01/06/2021

13,135100,000.00

On market acquisitions -

12/11/20217,92165,000.00

1

The cost of the acquisition of the interest in these shares was met by the

application of a bonus payable to Jason Boyes in connection with his

employment with Morrison & Co.

Use of Company information

During the period the Board has received no notices from any

Director of the Company or its subsidiaries requesting to use

company information received in their capacity as a Director,

which would not otherwise have been available to them.

Directors’ Relevant Interests

The following are relevant interests of the Company’s Directors

as at 31 March 2022:

M Tume

Director of Yeo Family Trustee Limited

Director of Long Board Limited

Director of Welltest Limited

Director of Koau Capital Partners Ltd

Director of various Infratil wholly owned companies

Director of RetireAustralia Pty Limited

Director of Blink Pay Global Group Limited

Director of Precinct Properties New Zealand Limited

Chair of Te Atiawa Iwi Holdings Limited Partnership

J Boyes

Director of various Infratil wholly owned companies

Director of Infratil Trustee Company Limited

Chair of Galileo Green Energy GmbH

Chair of Longroad Energy Holdings, LLC

Director of various companies wholly owned by the H.R.L.

Morrison & Co Group Limited Partnership

Director of Morrison & Co Employee Co-Invest (PIP 2) Limited

Director of Morrison & Co Employee Co-Invest (PIP 2) Limited

Director of Morrison Asian Investments Limited

Director of Morrison Leasing Limited

Director of MGIF European Renewables Pty Limited

A Gerry

Director of Air New Zealand Limited

Director of ANZ Bank New Zealand Limited

Director of Asteron Life Limited

Director of Glendora Avocados Limited

Director of Glendora Holdings Limited

Director of On Being Bold Limited

Director of Sharesies Limited

Director of Sharesies AU Group Limited

Director of Sharesies Group Limited

Director of Sharesies Nominee Limited

Director of Sharesies Investment Management Limited

Director of Vero Insurance New Zealand Limited

Director of Vero Liability Insurance Limited

154
P Gough

Partner of STAR Capital Partners

Director of various STAR Capital Group entities

Director of Star Asset Finance Limited

Director of Eversholt Investments GP Limited

Director of Gough Capital Limited

Director of OPM Investments Limited

Director of Tipu Capital Limited

Director of Tipu Capital (NZ) Limited

Director of STAR Mayan Limited

Director of Urban Splash Residential Limited and various Urban

Splash Residential Group entities

Director of STAR Errigal Topco Limited

Director of STAR Errigal Midco Limited

Director of STAR Errigal BidCo Limited

Director of STAR III Limited

Director of Safair Holdings (Pty) Ltd

Director of Safair Lease Finance (Pty) Ltd

Director of SAFOPS Investment Holdings (Pty) Ltd

Director of STAR Throne Midco Limited

Director of STAR Throne Bidco DAC

Director of ASL Aviation Holdings DAC

Director of STAR III Executive Co-Investment Nominee Limited

Director of STAR Strategic Assets III-A nominee Limited

Director of STAR Strategic Assets III Nominee Limited

Director of STAR Fusion Topco Limited

Director of STAR Fusion Midco Limited

Director of STAR Fusion Bidco Limited

K Mactaggart

Director and shareholder of Luxury Stays Ltd.

Director of Sharesies Investment Management Limited

P M Springford

Director and Shareholder of Cerbere Investments Limited

Director and Shareholder of Charlie Farley Forestry Limited

Director and Shareholder of Medicann Investments Limited

Director and Shareholder of Omahu Ventures Limited

Director and Shareholder of Springford and Newick Limited

Director of Zespri Group Limited

Director of Zespri International Limited

M Tume and P Gough

Aotea Energy Limited effected public offering of securities

insurance brokered by Marsh & McLennan Agency Limited for

the benefit of Z Energy Limited, Aotea Energy Investments

Limited, Aotea Energy Holdings Limited and its subsidiaries, NZSF

Aotea Limited and its subsidiaries, Guardians of New Zealand

Superannuation as manager and administrator of the New

Zealand Superannuation Fund as shareholder of NZSF Aotea

Limited, Infratil Limited and its subsidiaries, Morrison & Co and its

subsidiaries (subject to a professional indemnity exclusion), and

the directors and employees of the foregoing.

All Directors

Infratil has arranged Directors’ and Officers’ liability insurance

covering any past, present or future director, officer, executive

officer, non-executive director or employee acting in a

managerial or supervisory capacity or named as a co-defendant

with Infratil or a subsidiary of Infratil. Cover is for damages,

judgments, fines, penalties, legal costs awarded and defence

costs arising from wrongful acts committed while acting for

Infratil or a subsidiary, but excluding dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or

regulations or duty to Infratil or a subsidiary, improper use of

information to the detriment of Infratil or a subsidiary, or breach

of professional duty.

As permitted by its Constitution, Infratil Limited has entered into

a deed of indemnity, access and insurance indemnifying certain

directors and senior employees of Infratil, its wholly-owned

subsidiaries and other approved subsidiaries and investment

entities for potential liabilities, losses, costs and expenses they

may incur for acts or omissions in their capacity as directors or

senior employees, and agreeing to effect directors’ and officers’

liability insurance for those persons, in each case subject to the

limitations set out in the Companies Act 1993.

155
Subsidiary CompanyDirector of Subsidiary

Alpenglow Australia Pty LtdChris Munday and Gary Shepherd

Aotea Energy Holdings LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Aotea Energy Holdings No 2 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Aotea Energy Investments Limited Marko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Aotea Energy LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Auckland Radiology Group Limited

(acquired 29 October 2021)

Michael Brook and Peter Coman

Bay Echo Limited

(acquired 17 December 2021)

Michael Brook, Peter Coman, Graeme Porter,

Jonathan Tisch, and Calum Young

Bay Radiology Limited

(acquired 17 December 2021)

Michael Brook and Peter Coman

Berera Radiology Holdings Pty LtdChris Munday and Gary Shepherd

Breast Screen Bay of Plenty Ltd

(acquired 17 December 2021)

Michael Brook, Bruce Chisholm, Peter Coman, and Antony Moffatt

Canterbury Breast Care Limited

(acquired 31 May 2021)

Birgit Dijkstra, Philippa Mercer, Gemma Sutherland, and Berenika Willi-Sedlacek

(appointed 16 August 2021). Marcel Brew (ceased 16 August 2021).

Cleveland X-Ray Services Pty LtdChris Munday and Gary Shepherd

Cyclotek Pharmaceuticals LimitedTrevor Paul Fitzjohn, Gregory John Santamaria,

Jeremy Russell Peter Sharr, Robert Edward Ware

GE-SK Pte. Ltd. (established 10 June 2021)Assaad Razzouk and Michel Boardman

Gurin Energy Pte Ltd

(established 10 June 2021)

Priya Grewal, Anthony Muh, Jonathan Palmer,

Vimal Vallabh and Wee Choo Peng

Gurin Services (Thailand) Co., Ltd.

(established 17 November 2021)

Michelle Marie O'Hare and Ratchaneewan Pulnil

Gurin Services Philippines Inc.

(established 6 September 2021)

Reden Garcia Dodriguez, Estelito I. Madridejos,

and Maria Cecelia O. Canimo

Gurin Services Pte. Ltd.

(established 30 June 2021)

Assaad Razzouk, Robert Driscoll, and Michel Boardman

Heart Vision LimitedRoss John Keenan, Andrew David Phillip Laing,

Clive John Scrimgeour Low, Graham John Muir

HR Clinic Asset Pty LtdChris Munday and Gary Shepherd

HR Clinic Services Pty LtdChris Munday and Gary Shepherd

HR Clinic Services Unit Trustn/a

Ilesilver Pty LtdChris Munday and Gary Shepherd

Infratil 1998 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil 2016 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil 2018 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil 2019 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil AR Limited

(established 22 April 2021)

Jason Boyes and Mark Tume

Directors of Infratil Subsidiary Companies

156
Subsidiary CompanyDirector of Subsidiary

Infratil Australia LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil CHC LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil Energy LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil Energy New Zealand LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil Europe LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil Finance LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil Gas LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil HC LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil HPC Limited

(established 25 June 2021)

Jason Boyes and Mark Tume

Infratil Infrastructure Property LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil Investments LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil No.1 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil No.5 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil Outdoor Media LimitedMarko Bogoievski (ceased 1 April 2021) and Jason Boyes (appointed 1 April 2021)

Infratil PPP LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil Renewables LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil RHC NZ LimitedMarko Bogoievski (ceased 1 April 2021)

and Jason Boyes (appointed 1 April 2021) and Vimal Vallabh

Infratil RV Limited Marko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil Securities LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil Trustee Company LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil UK LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

Infratil US Renewables, Inc.Marko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil Ventures 2 LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Infratil Ventures LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

J One Solar Corporation

(established 1 October 2021)

Kim Hannah and Koh Seung Tae

J Three Solar Corporation

(established 18 February 2022)

Kim Hannah and Koh Seung Tae

157
Subsidiary CompanyDirector of Subsidiary

J Two Solar Corporation

(established 17 February 2022)

Kim Hannah and Koh Seung Tae

King Country Energy Holdings LimitedDavid Prentice

King Country Energy LimitedPeter Calderwood, Robert Carter and Kevin Palmer

Manawa Energy Limited

(formerly Hopsta Limited)

David Prentice

Medex Radiology LtdMichael Brook (appointed 21 December 2021), Louise Buckley, Peter Coman

(appointed 21 December 2021), Logan Fletcher (ceased 10 December 2021),

Jeremey Mason (ceased 10 December 2021) and Deborah McMurtrie

Meitaki LimitedMartin Harrington, Steven Sanderson and A Willis

North Coast Radiology Holdings Pty LtdChris Munday and Gary Shepherd

North Coast Radiology Trustn/a

Northern Suburbs Investment Trustn/a

Northwest Auckland Airport LimitedTim Brown, Jason Boyes (appointed 1 April 2021)

and Phillippa Harford (appointed 5 April 2021)

NZ Airports LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Mark Tume

Pacific Imaging Services Holdings Pty Ltd

(acquired 31 May 2021)

Adrian Balasingam, Terrence McLaughlin and Andrew Phillips

Pacific Radiology Group Limited

(acquired 31 May 2021)

Michael Brook and Peter Coman

Pacific Radiology Limited (UK)

(acquired 31 May 2021)

Dr M D Brew

Pacific Radiology Pty Ltd

(acquired 31 May 2021)

Adrian Balasingam, Terrence McLaughlin and Andrew Phillips

Premier Medical Imaging Pty Ltd Chris Munday and Gary Shepherd

Proximal Pty LtdChris Munday and Gary Shepherd

Qscan Cleveland CT JV Pty LtdChris Munday and Gary Shepherd

Qscan Dental JV Pty LtdMark Hansen and Hal Rice

Qscan Everton Park CT JV Pty LtdChris Munday and Gary Shepherd

Qscan Everton Park Pty LtdChris Munday and Gary Shepherd

Qscan Group Bidco Pty LtdChris Munday (appointed 31 January 2022)

and Gary Shepherd (appointed 31 January 2022).

Michael Brook (ceased 31 January 2022) and Paul Newfield (ceased 31 January 2022).

Qscan Group Holdings Newco Pty LtdPaul Newfield, Michael Brook, John Livingston, Mark Hansen,

Hal Rice (ceased 7 December 2021), Ian Cappe, Rohit Singh, Rajeev Jyoti,

Gary Shepherd, Warwick Lee (ceased 7 December 2021) and Alan McCarthy

Qscan Group Midco Pty LtdChris Munday and Gary Shepherd

Qscan Group Pty LtdChris Munday and Gary Shepherd

Qscan Intermediary 1 Pty Ltd

(formerly Qscan Group Holdings Pty Ltd)

Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook

Qscan Intermediary 2 Pty Ltd

(formerly Qscan Mezzco Pty Ltd)

Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook

Qscan Intermediary 3 Pty Ltd

(formerly Qscan Finance Pty Ltd)

Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook

Qscan Intermediary 4 Pty Ltd

(formerly Qscan Bidco Pty Ltd)

Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook

Qscan NZ LimitedMichael Brook

Qscan Pty LtdChris Munday and Gary Shepherd

Qscan Services Pty LtdChris Munday and Gary Shepherd

158
Subsidiary CompanyDirector of Subsidiary

Queensland Cardiovascular Imaging

Pty Ltd

Mark Hansen and Hal Rice

Renew Nominees LimitedMarko Bogoievski (ceased 1 April 2021),

Jason Boyes (appointed 1 April 2021) and Phillippa Harford

RHC Bidco NZ Limited

(established 27 April 2021)

Michael Brook and Peter Coman

RHC Holdco NZ Limited

(established 27 April 2021)

Adrian Balasingam, Michael Brook (appointed 27 April 2021),

Peter Coman (appointed 31 May 2021), Andrew Gooding (appointed 31 May 2021),

Phillippa Harford (appointed 14 June 2021), Nicholas Kenning (appointed 31 May 2021),

Alan McCarthy (appointed 31 May 2021)

and Katherine O'Connor (appointed 29 October 2021)

RHC Midco NZ Limited

(established 27 April 2021)

Michael Brook and Peter Coman

ScreenSouth Limited

(acquired 31 May 2021)

Shelley Boyd (appointed 1 May 2021), Diana Burgess, Jacqueline Copeland,

Lynda Gray, Keiran Horne, and Gemma Sutherland

Skynet Broadband Pty LtdMatthew Swain

South East Radiology Pty LtdChris Munday and Gary Shepherd

SRE Green Power Pte. Limited

(established 16 June 2021)

Assaad Razzouk, Robert Driscoll, and Michel Boardman

Strickland Crescent Nominees Pty LtdMatthew Swain, Anthony Grattan-Smith, Julian Adler and Peter Savage

Swift Transport LimitedMarko Bogoievski (ceased 1 April 2021), Jason Boyes (appointed 1 April 2021)

and Mark Tume

The Northern Exposure Trustn/a

Tiro Medical LimitedJames Chase, Colin Dawson and Richard Wien

Trustpower Insurance LimitedMargaret Breare (appointed 31 October 2021) and David Prentice.

Keith Turner (ceased 31 October 2021).

Trustpower LimitedKevin Baker, Margaret Breare (appointed 22 September 2021), Sheridan Broadbent

(appointed 22 September 2021), Peter Coman, Paul Ridley-Smith and Michael Smith

(appointed 18 November 2021). David Gibson (ceased 26 March 2022), Susan Peterson

(ceased 22 September 2021), David Prentice (ceased 22 September 2021)

and Keith Turner (ceased 31 October 2021).

Trustpower Metering LimitedDavid Prentice

UMI Canberra Unit Trustn/a

UMIC Newco Pty LtdChris Munday and Gary Shepherd

UMIC Pty LtdChris Munday and Gary Shepherd

Wellington Airport Noise Treatment LimitedMartin Harrington and Steven Sanderson

Wellington International Airport LimitedTimothy Brown, Peter Coman (appointed 29 June 2021), Wayne Eagleson, Andrew

Foster, Phillippa Harford, Phillip Walker. Alison Gerry (ceased 29 June 2021).

Whare Manaakitanga LimitedMatthew Clarke, Martin Harrington and Steven Sanderson

X Radiology Australia Pty LtdChris Munday and Gary Shepherd

159
Directors’ Fees paid by Infratil Subsidiary Companies

(not otherwise disclosed in the Annual Report)

Subsidiary CompanyDirector of SubsidiaryCurrency

Financial Year

2022

Gurin Energy Pte. LtdVimal VallabhAUD50,000

Priya GrewalAUD50,000

Anthony MuhAUD50,000

Jonty PalmerAUD50,000

Assaad RazzoukAUD-

Angela QuAUD24,792

Qscan Group Holdings Pty LtdPaul Newfield (Chair)AUD-

Llian BianchiAUD23,401

Michael BrookAUD-

Dr Ian CappeAUD-

Dr Mark HansenAUD109,444

Dr Rajeev JyotiAUD85,480

John LivingstonAUD83,199

Alan McCarthyAUD-

Henry RiceAUD83,960

RHC Holdco NZ LimitedPeter Coman (Chair)NZD 50,000

Dr Adrian BalasinghamNZD 50,256

Michael BrookNZD 50,000

Dr Andrew GoodingNZD 50,256

Phillippa HarfordNZD 50,000

Dr Nick KenningNZD 50,256

Alan McCarthyNZD 66,667

Katherine O'ConnorNZD 25,000

Trustpower LimitedPaul Ridley-SmithNZD 180,000

Kevin BakerNZD 105,411

Joanna BreareNZD 47,822

Sheridan BroadbentNZD 45,753

Peter ComanNZD95,000

David GibsonNZD116,096

Susan PetersonNZD62,329

Michael SmithNZD34,616

Keith TurnerNZD58,630

160
Subsidiary CompanyDirector of SubsidiaryCurrency

Financial

Year 2022

Wellington International Airport LimitedPeter Coman (Chair)NZD87,310

Tim BrownNZD 141,986

Wayne EaglesonNZD 95,972

Andrew FosterNZD 79,977

Alison GerryNZD 23,644

Phillippa HarfordNZD80,790

Phillip WalkerNZD90,641

Tilt Renewables Limited

(Directors fees from 1 April 2021

to 2 August 2021)

Bruce Harker (Chair)AUD 63,332

Vincent HawksworthAUD36,667

Paul NewfieldAUD 34,000

Fiona OliverAUD 43,333

Geoffrey SwierAUD 38,667

Anne UrlwinAUD 41,333

Vimal VallabhAUD 30,000

Donations

The Group made donations of $0.9 million during the year ended

31 March 2022 (2021: $1.3 million).

Auditors

It is proposed that KPMG be reappointed automatically at the

annual meeting pursuant to section 200(1) of the Companies Act

1993.

NZX Waivers

Infratil was granted and has relied on the following waivers from

the NZX Listing Rules (all of which are available on Infratil’s website:

www.infratil.com/for-investors/announcements):

• On 22 May 2020, Infratil was granted a standing waiver from

NZX Listing Rule 5.2.1 (this was originally granted on 8 May 2017

from the previous NZX Listing Rule 9.2.1 and was re-

documented under NZX’s transition arrangements for the

current NZX Listing Rules). The effect of the waiver is to waive

the requirement for Infratil to obtain an Ordinary Resolution from

shareholders to enter into a Material Transaction with a Related

Party to the extent required to allow Infratil to enter into

transactions with co-investors that have also engaged an entity

related to H.R.L. Morrison & Co Group LP for investment

management or advisory services. The waiver is provided on

the conditions specified in paragraph 2 of the waiver decision.

Infratil has not relied on this waiver during Financial Year 2022.

• On 26 June 2020, Infratil was granted a standing waiver from

NZX Listing Rule 7.8.5(b) to the extent that rule would otherwise

require Infratil to prepare an appraisal report to accompany any

Notice of Meeting at which shareholders will consider and vote

on, an Ordinary Resolution in accordance with NZX Listing Rule

4.1.1 and NZX Listing Rule 4.2.1, to approve a proposal for the

issue of Infratil ordinary shares to Morrison & Co by way of

satisfaction of Infratil’s contractual obligation to pay Incentive

Fees to Morrison & Co in accordance with the prescribed

payment mechanisms set out in the Management Agreement.

The waiver is provided on the conditions specified in paragraph

5 of the waiver decision. During Financial Year 2022, Infratil

relied on this waiver in seeking approval from shareholders at the

2021 Annual Meeting to give the Board the option to exercise

Infratil’s rights under the Management Agreement to issue

shares to Morrison & Co to pay the second instalment of the

Financial Year 2021 international portfolio annual incentive fee

and/or the third instalment of the Financial Year 2020

international portfolio annual incentive fee in 2021.

NZX Corporate Governance Code

Infratil considers that, during Financial Year 2022, Infratil materially

complied with the NZX Code, but from time to time there may be

recommendations which Infratil does not consider appropriate for

it, and where it has adopted alternative arrangements which the

Board considers are more appropriate.

Recommendation 5.3 states that an issuer should disclose the

remuneration arrangements in place for the CEO in its annual

report. Infratil does not disclose remuneration for the CEO in the

Annual Report for the reasons set out in the Corporate

Governance Statement.

161
Credit Rating

Infratil does not have a credit rating. As at 31 March 2022,

Wellington International Airport Limited has a BBB/Stable/A-2

rating from S&P Global Ratings.

Continuing share buyback programme

Infratil maintains an ongoing share buyback programme, as

outlined in its 2021 Notice of Meeting. Infratil did not repurchase

any shares during Financial Year 2022 pursuant to that

programme (which allows up to 20,000,000 shares to be

bought back).

Shareholder information programme

Infratil is incorporated in New Zealand and is not subject to

Chapters 6, 6A, 6B and 6C of the Australian Corporations Act

2001. The acquisition of securities in Infratil may be limited under

New Zealand law by the Takeovers Code (which restricts the

acquisition of control rights of more than 20% of Infratil other

than via a takeover offer under the Code) or the effect of the

Overseas Investment Act 2005 (which restricts the acquisition

of New Zealand assets by overseas persons).

Substantial Product Holders

The following information is pursuant to Section 293 of the

Financial Markets Conduct Act 2013. According to notices

received by Infratil under that Act, the following person was a

substantial product holder in Infratil as at 31 March 2022:

Substancial product holderNumber held

Date of

Disclosure

Fisher Funds

Management Limited

33,062,207

(5.012%)

9 April 2020

The actual number of shares held by a substantial product holder

may vary from that which has been disclosed to the market.

Updated disclosures are required where a person’s total

percentage holding moves by 1%, or greater, or a person ceases

to be a substantial product holder. Where Infratil issues new equity,

as it did in both 2019 and 2020, if a shareholder participates in an

equity raise on a pro-rata basis the number of shares that they

hold will increase without changing their total percentage holding.

The total number of voting securities of the Company on issue

as at 31 March 2022 was 723,983,582 fully paid ordinary shares

(31 March 2021: 722,952,533).

Twenty Largest Shareholders

as at 31 March 2022

Citibank Nominees (NZ) Ltd 48,428,614

Tea Custodians Limited 47,575,216

HSBC Nominees (New Zealand) Limited 36,754,442

Forsyth Barr Custodians Limited 34,357,808

FNZ Custodians Limited 31,130,673

Custodial Services Limited 30,723,639

Accident Compensation Corporation 26,915,653

HSBC Nominees (New Zealand) Limited 26,045,497

JPMORGAN Chase Bank 24,375,794

New Zealand Permanent Trustees Limited 21,044,317

National Nominees New Zealand Limited 19,579,980

JBWERE (NZ) Nominees Limited 17,917,062

New Zealand Superannuation

Fund Nominees Limited

17,251,371

Bnp Paribas Nominees NZ Limited Bpss40 16,699,289

Robert William Bentley Morrison

& Andrew Stewart & Anthony Howard

13,975,563

New Zealand Depository Nominee 9,812,664

Premier Nominees Limited 8,991,416

Cogent Nominees Limited 7,534,833

Hobson Wealth Custodian Limited 7,243,071

JBWERE (NZ) Nominees Limited 6,605,448

Spread of Shareholders

as at 31 March 2022

Number

of shares*

Number

of holders

Total

shares held%

1-1,000 4,956 2,374,757 0.3%

1,001-5,000 8,531 22,708,443 3.1%

5,001-10,000 3,657 26,516,672 3.7%

10,001-50,000 4,023 81,225,980 11.2%

50,001-100,000 415 28,281,528 3.9%

100,001 and Over 242 562,876,202 77.8%

Total 21,824 723,983,582 100.0%

* 304 shareholders hold less than a marketable parcel of Infratil shares

162
Twenty Largest Infrastructure Bondholders

as at 31 March 2022

Forsyth Barr Custodians

141,344,108

JBWERE (NZ) Nominees Limited

115,578,384

Custodial Services Limited

111,076,782

FNZ Custodians Limited

96,458,280

New Zealand Central Securities

56,392,684

Blake Adam Masefield

54,506,430

Hobson Wealth Custodian

42,110,280

Eric Walter Thompson

40,627,861

Dinah Helen Parr

37,043,954

Christopher Simon Smith

33,389,916

Investment Custodial Services

17,628,143

Pin Twenty Limited

14,987,188

The Tindall Foundation

10,166,480

Forsyth Barr Custodians

9,312,108

Rgtkmt Investments Limited

8,262,022

Alan Neil Bannatyne

8,253,068

Vivienne Claire Sligh

6,006,236

Alan James Gold

5,871,101

Sterling Holdings Limited

4,227,886

JBWERE (NZ) Nominees Limited

3,952,284

Spread of Infrastructure Bondholders

as at 31 March 2022

Number

of bonds

Number

of holders

Total

bonds held%

1-1,000 4 4,000 -

1,001-5,000 1,234 6,125,194 0.4%

5,001-10,000 3,271 31,444,770 2.3%

10,001-50,000 8,636 244,268,822 17.5%

50,001-100,000 1,337 109,347,790 7.8%

100,001 and Over 779 1,004,441,949 72.0%

Total 15,261 1,395,632,525 100.0%

163
Directors

Mark Tume (Chairman)

Jason Boyes

Alison Gerry

Paul Gough

Kirsty Mactaggart

Peter Springford

Company Secretary

Brendan Kevany

Registered Office - New Zealand

5 Market Lane

PO Box 320

Wellington

Telephone: +64 4 473 3663

Internet address: www.infratil.com

Registered Office - Australia

C/- H.R.L. Morrison & Co Private Markets

Level 31

60 Martin Place

Sydney

NSW 2000

Telephone: +61 2 8098 7500

Manager

Morrison & Co Infrastructure Management

5 Market Lane

PO Box 1395

Wellington

Telephone: +64 4 473 2399

Facsimile: +64 4 473 2388

Internet address: www.hrlmorrison.com

Share Registrar - New Zealand

Link Market Services

Level 11, Deloitte House

80 Queen Street

PO Box 91976

Auckland

Telephone: +64 9 375 5998

E-mail: enquiries@linkmarketservices.co.nz

Internet address: www.linkmarketservices.co.nz

Share Registrar - Australia

Link Market Services

Level 12

680 George Street

Sydney

NSW 2000

Telephone: +61 2 8280 7100

E-mail: registrars@linkmarketservices.com.au

Internet address: www.linkmarketservices.com.au

Auditor

KPMG

10 Customhouse Quay

PO Box 996

Wellington

Legal Advisors

Chapman Tripp

10 Customhouse Quay

PO Box 993

Wellington 6140

Directory

164

---

Notes20222021
$000$000

Dividends received from subsidiary companies85,000115,000

Subvention income--

Operating revenue289,901274,267

Total revenue374,901389,267

Directors' fees 41,0571,012

Management and other fees 13279,572269,786

Other operating expenses 49,5673,957

Total operating expenditure290,196274,755

Operating surplus/(loss) before financing, derivatives, realisations and impairments84,705114,512

Net gain/(loss) on foreign exchange and derivatives2,1602,633

Net realisations, revaluations and (impairments)--

Financial income137,094124,257

Financial expenses(62,729)(61,520)

Net financing income74,36562,737

Net surplus before taxation161,230 179,882

Taxation expense6(7,917)(5,484)

Net surplus for the year 153,313 174,398

Other comprehensive income, after tax

Fair value movements in relation to executive share scheme--

Total other comprehensive income after tax--

Total comprehensive income for the year153,313174,398

The accompanying notes form part of these financial statements.

Statement of Comprehensive Income

For the year ended 31 March 2022

Infratil Limited

1

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

NotesCapitalOther reserves
Retained

earningsTotal

$000$000$000$000

Balance as at 1 April 20211,041,742-99,1851,140,927

Total comprehensive income for the year

Net surplus for the year--153,313153,313

Other comprehensive income after tax

----

Total other comprehensive income

----

Total comprehensive income for the year

--153,313153,313

Contributions by and distributions to owners

Share buyback

----

----

Shares issued under dividend reinvestment plan

8,260--8,260

Conversion of executive redeemable shares

----

Dividends to equity holders

3--(130,090)(130,090)

Total contributions by and distributions to owners

8,260-(130,090)(121,830)

Balance as at 31 March 2022

1,050,002-122,4081,172,410

Balance as at 1 April 2020747,615-42,481790,096

Total comprehensive income for the year

Net surplus for the year--174,398174,398

Other comprehensive income after tax

----

Total other comprehensive income

----

Total comprehensive income for the year

--174,398174,398

Contributions by and distributions to owners

Share buyback

----

Shares issued

294,127--294,127

----

Conversion of executive redeemable shares

----

Dividends to equity holders

3--(117,694)(117,694)

Total contributions by and distributions to owners

294,127-(117,694)176,433

Balance at 31 March 2021

1,041,742-99,1851,140,927

The accompanying notes form part of these financial statements.

Statement of Changes in Equity

For the year ended 31 March 2022

Statement of Changes in Equity

For the year ended 31 March 2021

Shares issued under dividend reinvestment plan

Infratil Limited

Fair value movements in relation to executive share scheme

Shares issued

Fair value movements in relation to executive share scheme

2

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

Notes20222021
$000$000

Cash and cash equivalents--

Prepayments and sundry receivables 13274,983121,030

Income tax receivable--

Advances to subsidiary companies 132,123,2412,081,057

Current assets2,398,2242,202,087

International Portfolio Incentive fees receivable from subsidiaries140,832190,395

Deferred tax 612,65716,537

Investments 13585,529585,529

Non-current assets739,018792,461

Total assets3,137,2422,994,548

Bond interest payable4,4674,043

Accounts payable6,1495,050

Accruals and other liabilities 14270,999119,129

Infrastructure bonds 7193,46793,842

Derivative financial instruments 8-2,158

Loans from group companies 13153,897153,897

Total current liabilities628,979378,119

International Portfolio Incentive fees payable140,832190,395

Infrastructure bonds 7963,1041,053,190

Perpetual Infratil Infrastructure bonds 7231,917231,917

Derivative financial instruments 8--

Non-current liabilities1,335,8531,475,502

Attributable to shareholders of the Company1,172,4101,140,927

Total equity1,172,4101,140,927

Total equity and liabilities3,137,2422,994,548

Approved on behalf of the Board on 18 May 2022

Director Director

The accompanying notes form part of these financial statements.

Statement of Financial Position

Infratil Limited

As at 31 March 2022

3

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

Notes20222021
$000$000

Cash flows from operating activities

Cash was provided from:

Dividends received from subsidiary companies85,000115,000

Subvention income--

Interest received137,094124,257

Operating revenue receipts184,72992,828

406,823332,085

Cash was dispersed to:

Interest paid(60,070)(59,918)

Payments to suppliers(186,007)(93,317)

Taxation (paid) / refunded(4,036)(2,974)

(250,113)(156,209)

Net cash flows from operating activities

10156,710175,876

Cash flows from investing activities

Cash was provided from:

Net movement in subsidiary company loan--

--

Cash was dispersed to:

Net movement in subsidiary company loan(42,183)(435,956)

(42,183)(435,956)

Net cash flows from investing activities

(42,183)(435,956)

Cash flows from financing activities

Cash was provided from:

Proceeds from issue of shares-294,127

Issue of bonds102,40384,678

102,403378,805

Cash was dispersed to:

Repayment of bonds(93,883)-

Infrastructure bond issue expenses(1,216)(1,031)

Repurchase of shares--

Dividends paid

3(121,831)(117,694)

(216,930)(118,725)

Net cash flows from financing activities

(114,527)260,080

Net cash movement --

Cash balances at beginning of year--

Cash balances at year end--

The accompanying notes form part of these financial statements.

Infratil Limited

Statement of Cash Flows

Note some cash flows above are directed through an intercompany account. The cash flow statement above has been prepared on the assumption that these

transactions are equivalent to cash in order to present the total cash flows of the entity.

For the year ended 31 March 2022

4

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

(1) Accounting policies
(A) Reporting Entity

(B) Basis of preparation

Accounting estimates and judgements

(a) Valuation of investments

(b) Accounting for income taxes

(C) Taxation

(D) Derivative financial instruments

Notes to the Financial Statements

For the year ended 31 March 2022

Infratil Limited ('the Company') is a company domiciled in New Zealand and registered under the Companies Act 1993. The Company is listed on the NZX Main

Board ('NZX') and Australian Securities Exchange ('ASX'), and is an FMC Reporting Entity in terms of Part 7 of the Financial Markets Conduct Act 2013.

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’) and comply with New Zealand

equivalents to International Financial Reporting Standards ('NZ IFRS') and other applicable financial reporting standards as appropriate for profit-oriented entities.

The presentation currency used in the preparation of these financial statements is New Zealand dollars, which is also the Company's functional currency, and is

presented in $ thousands unless otherwise stated. The principal accounting policies adopted in the preparation of these financial statements are set out below.

These policies have been consistently applied to all the periods presented, unless otherwise stated. To aid comparability certain balance sheet items have been

represented from those reported in prior years to conform to the current year’s presentation. Total equity remains unchanged.


The financial statements comprise statements of the following: comprehensive income; financial position; changes in equity; cash flows; significant accounting

policies; and the notes to those statements. The financial statements are prepared on the basis of historical cost, except financial derivatives valued in accordance

with accounting policy (D).

The preparation of financial statements in conformity with NZ IFRS requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Future outcomes

could differ from those estimates. The principal areas of judgement in preparing these financial statements are set out below.

Infratil completes an assessment of the carrying value of investments at least annually and considers objective evidence for impairment on each investment

taking into account observable data on the investment, the fair value, the status or context of capital markets, its own view of investment value, and its long term

intentions. Infratil notes the following matters which are specifically considered in terms of objective evidence of impairment of its investments, and whether

there is a significant or prolonged decline from cost, which should be recorded as an impairment, and taken to profit and loss: any known loss events that have

occurred since the initial recognition date of the investments, including its long term investment horizon, specific initiatives which reflect the strategic or

influential nature of its existing investment position and internal valuations; and the state of financial markets. The assessment also requires judgements about

the expected future performance and cash flows of the investment.


Preparation of the financial statements requires management to make estimates as to, amongst other things, the amount of tax that will ultimately be payable,

the availability of losses to be carried forward and the amount of foreign tax credits that it will receive. Actual results may differ from these estimates as a result

of reassessment by management and/or taxation authorities.

Income tax comprises both current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or

substantively enacted at the balance date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of the differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for taxation purposes.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates

enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits or

deferred tax liabilities will be available within the Company against which the asset can be utilised.

When appropriate, the Company enters into agreements to manage its interest rate, foreign exchange, operating and investment risks. In accordance with the

Company's risk management policies, the Company does not hold or issue derivative financial instruments for speculative purposes. However, certain derivatives

do not qualify for hedge accounting and are required to be accounted for at fair value through profit or loss. Derivative financial instruments are recognised

initially at fair value at the date they are entered into. Subsequent to initial recognition, derivative financial instruments are stated at fair value at each balance

sheet date. The resulting gain or loss is recognised in the profit or loss immediately unless the derivative is designated effective as a hedging instrument, in which

event, recognition of any resultant gain or loss depends on the nature of the hedging relationship.

Infratil Limited

5

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

(E) Impairment of assets
(F) Borrowings

(G) Foreign currency transactions

(H) Adoption status of relevant new financial reporting standards and interpretations

(I) New standards, amendments and pronouncements not yet adopted by the Company

(2) Nature of business

At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets, to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the

impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount

of the cash-generating unit to which the asset belongs.

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any

difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the

effective interest rate. Fees and other costs incurred in arranging debt finance are capitalised and amortised over the term of the relevant debt facility.

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets

and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign

currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for interest

and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and

liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair

value was determined. Foreign currency differences arising on translation are recognised in profit or loss.

In April 2021, the IFRS Interpretations Committee (‘IFRIC’) issued an agenda decision clarifying its interpretation on how current accounting standards apply to

configuration and customisation costs incurred in implementing Software-as-a-Service (‘SaaS’) cloud computing arrangements. The decision discusses whether

configuration and customisation costs relating to cloud computing arrangements are able to be recognised as intangible assets, and if not, over what period the

expenditure is expensed.

The Company's previous accounting policy was to record these configuration and customisation costs as part of the cost of an intangible asset and amortise these

costs over the useful life of the software assets. The adoption of IFRIC's agenda decision has not had an impact on the financial statements.

There are no new standards that are not yet effective that would be expected to have a material impact on the Company, in the current or future reporting

periods, and foreseeable future transactions.

The Company is the ultimate parent company of the Infratil Group, owning infrastructure businesses and investments in New Zealand, Australia, the United

States, Asia and Europe. The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is 5 Market

Lane, Wellington, New Zealand.

6

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

(3) Infratil shares and dividends
Ordinary shares (fully paid)

20222021

SharesShares

Total authorised and issued capital at the beginning of the year

722,952,533659,678,837

Movements during the year:

New shares issued

-63,273,696

New shares issued under dividend reinvestment plan

1,031,049-

Conversion of executive redeemable shares

--

Share buyback

--

Total authorised and issued capital at the end of the year

723,983,582722,952,533

Dividends paid on ordinary shares

2022202120222021

cents per sharecents per share

$000$000

Final dividend prior year (paid 22 June 2021)

11.50 11.00 83,140 72,565

Interim dividend current year (paid 23 December 2021)

6.50 6.25 46,992 45,185

Dividends paid on ordinary shares

18.00 17.25 130,132 117,750

(4) Other operating expenses

20222021

$000$000

Fees paid to the Company auditor

287256

Directors’ fees

1,0571,012

Administration and other corporate costs

9,2803,701

Total other operating expenses

10,624 4,969

20222021

Fees paid to the Company auditor

$000$000

Audit and review of financial statements

267

237

Other assurance services

20

19

Taxation services

-

-

Other services

-

-

Total fees paid to the Company auditor

287 256

(5) Net realisations and (impairments)

At 31 March 2022 the Company reviewed the carrying amounts of loans to Infratil Group companies to determine whether there is any indication that those

assets have suffered an impairment loss. The recoverable amount of the asset was estimated by reference to the counterparties' net asset position and ability to

repay loans out of operating cash flows in order to determine the extent of any impairment loss. Management also considered the impact of the COVID-19

pandemic. As a result, the Company did not impair any loans to Infratil Group companies in 2022 (2021: nil). These balances are within the Infratil Wholly Owned

Group to entities also controlled either directly or indirectly by Infratil Limited.

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

Other assurance services relate to agreed upon procedures.

During the comparative period the Company issued 63.3 million new shares. In total, net proceeds after issue costs of $294.1 million were raised via an

institutional placement and share purchase plan for existing shareholders.

All fully paid ordinary shares have equal voting rights and share equally in dividends and equity. At 31 March 2022 the Company held 1,662,617 shares as

Treasury Stock (31 March 2021: 1,662,617).

7

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

(6) Taxation
20222021

$000$000

Surplus before taxation

161,230179,882

Taxation on the surplus for the period @ 28%45,14450,367

Plus/(less) taxation adjustments:

Exempt dividends(23,800)(32,200)

Losses offset within Group(18,673)(17,540)

Timing differences not recognised--

Over provision in prior years3,5444,741

Other permanent differences1,702116


Taxation expense7,9175,484

Current taxation 4,0372,973

Deferred taxation 3,8802,511

7,9175,484

There was no income tax recognised in other comprehensive income during the period (2021: nil).

Recognised deferred tax assets and liabilities

20222021

$000$000

Derivatives-604

Provisions--

Tax losses carried forward12,65715,933

Deferred tax assets12,65716,537

20222021

$000$000

Other items--

Deferred tax liabilities--

20222021

$000$000

Derivatives

-604

Provisions--

Tax losses carried forward12,65715,933

Net deferred tax assets/(liabilities)12,65716,537

Changes in temporary differences affecting tax expense

2022202120222021

$000$000$000$000

Derivatives(604)(737)--

Provisions----

Tax losses carried forward(3,276)(1,774)--

Other items----

(3,880)(2,511)--

Assets

Tax Expense

Liabilities

Net Assets/(Liabilities)

Other Comprehensive Income

8

DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E

(7) Infrastructure Bonds
20222021

$000$000

Balance at the beginning of the year1,378,9491,293,188

Issued during the year102,40384,678

Exchanged during the year(54,799)-

Matured during the year(39,084)-

Purchased by Infratil during the year--

Bond issue costs capitalised during the year(1,216)(1,031)

Bond issue costs amortised during the year2,4882,163

Issue premium amortised during the year(253)(49)

Balance at the end of the year1,388,4881,378,949

Current193,46793,842

Non-current fixed coupon 841,1

[TRUNCATED]

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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