Revised Indicative Margin and Minimum Coupon

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


Infratil Revises Infrastructure Bond Indicative Margin and Minimum Coupon


Infratil Limited has announced it has revised the indicative issue margin for its 8-year unsecured,
unsubordinated, re-setting fixed rate infrastructure bonds maturing on 15 June 2030.

The new indicative issue margin is 2.00% to 2.10% per annum. The minimum interest rate applicable
for the first four-year period has been increased to 5.80%.

Full details of the Infrastructure Bond offer are contained in the attached indicative terms sheet.

An announcement of the actual issue margin and the interest rate for the first four-year period is
expected to be made via the NZX on 2 June 2022 following a bookbuild process.

Further information is available on www.infratil.com/for-investors/our-bonds/ or by contacting a Joint
Lead Manager or your usual financial adviser.

Any enquiries should be directed to:

Tom Robertson
Treasury and Risk Manager, Infratil
+64 4 550 5432
tom.robertson@hrlmorrison.com


Arranger and Joint Lead Manager
Bank of New Zealand

Joint Lead Managers
ANZ Bank New Zealand Limited
Forsyth Barr Limited
Hobson Wealth Partners Limited
Jarden Securities Limited

---

1
Infratil Indicative Terms Sheet
For the offer of Infrastructure Bonds
8 Year Re-setting Fixed Rate Bond
Maturing 15 June 2030
Arranger and Lead ManagerJoint Lead Managers

2
Indicative Terms Sheet
Dated 26 May 2022
This Indicative Terms Sheet ("Terms
Sheet") sets out the key terms of the

offer ("Offer") by Infratil Limited ("Infratil")
of re-setting fixed rate bonds maturing on

15 June 2030 ("Infrastructure Bonds").
The Offer is comprised of a Firm Offer

of up to $50,000,000 (plus
oversubscriptions of up to $15,000,000)
of Infrastructure Bonds and an Exchange
Offer of up to NZ$93,696,000 of
Infrastructure Bonds under which all
current holders of the IFT190 bonds
maturing on 15 June 2022 will have the
opportunity to exchange some or all of
their maturing bonds for Infrastructure
Bonds.
The Infrastructure Bonds will be issued
under the programme trust deed dated

11 November 1999 (as amended or
amended and restated from time to time)
between Infratil and Trustees Executors
Limited as supplemented by a series
supplement dated 26 May 2022
(together, "Trust Deed"). Unless the
context requires otherwise, capitalised
terms used in this Terms Sheet have the
same meaning given to them in the Trust
Deed. This Terms Sheet is an "Issue Flyer"
for the purposes of the Trust Deed.
Important Notice
The Offer by Infratil is made in reliance
upon the exclusion in clause 19 of
schedule 1 of the Financial Markets
Conduct Act 2013 ("FMCA").
The Offer contained in this Terms Sheet is
an offer of Infrastructure Bonds that have
identical rights, privileges, limitations and
conditions (except for the interest rate
and maturity date) as:
• Infratil's bonds maturing on

15 December 2029, which have a
current interest rate of 4.19% per
annum (rate reset on 15 December
2020 and annually thereafter) and
which are currently quoted on the NZX
Debt Market under the ticker code
IFTHC;
• Infratil's fixed rate bonds maturing on

15 December 2027, which have an
interest rate of 3.60% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT310;
• Infratil's fixed rate bonds maturing on

15 March 2026, which have an interest
rate of 3.35% per annum, and which are
currently quoted on the NZX Debt
Market under the ticker code IFT300;
• Infratil's fixed rate bonds maturing on

15 December 2026, which have an
interest rate of 3.35% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT280;
• Infratil's bonds maturing on

15 December 2028, which have a
current interest rate of 4.85% per
annum (rate reset after five years) and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT270;
• Infratil's fixed rate bonds maturing on

15 December 2024, which have an
interest rate of 4.75% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT260;
• Infratil's fixed rate bonds maturing on

15 June 2025, which have an interest
rate of 6.15% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT250;
• Infratil's fixed rate bonds maturing on

15 December 2022, which have an
interest rate of 5.65% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT240;
• Infratil's fixed rate bonds maturing on

15 June 2024, which have an interest
rate of 5.50% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on
15 September 2023, which have an
interest rate of 5.25% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code
IFT210; and
• Infratil's fixed rate bonds maturing on

15 June 2022, which have an interest
rate of 6.85% per annum and which are
currently quoted on the NZX Debt
Market under the ticker code IFT190,
(together the "Quoted Bonds").
Accordingly, the Infrastructure Bonds are
the same class as the Quoted Bonds for
the purposes of the FMCA and the
Financial Markets Conduct Regulations
2014.
Infratil is subject to a disclosure obligation
that requires it to notify certain material
information to NZX Limited ("NZX") for the
purpose of that information being made
available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt
securities of Infratil that are currently
quoted and in the same class as the
Infrastructure Bonds that are being
offered.
Investors should look to the market price
of the Quoted Bonds referred to above to
find out how the market assesses the
returns and risk premium for those bonds.
Infratil has the right in its absolute
discretion and without notice to close the
Offer early, to add additional Issue Dates,
to extend the Closing Date, to increase
the amount of oversubscriptions, or to
choose not to proceed with the Offer.

3

4
Key Terms of the
Infrastructure Bonds
Issuer:Infratil Limited
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be
issued pursuant to the Trust Deed.
Firm Offer and Exchange Offer:The Offer consists of two separate parts.
Under the first part (“Firm Offer”), Infratil is offering Infrastructure Bonds to

New Zealand clients of the Joint Lead Managers, approved financial intermediaries
and other primary market participants invited to participate in the bookbuild.
Under the second part ("Exchange Offer"), Infratil is offering New Zealand resident
holders of its IFT190 fixed rate bonds maturing on 15 June 2022 ("2022 Bonds") the
opportunity to exchange all or some of their 2022 Bonds for Infrastructure Bonds
offered under this Terms Sheet. You will receive one new Infrastructure Bond for each
2022 Bond exchanged under the Exchange Offer. Once you submit a completed
application for the Exchange Offer you will no longer be able to sell or otherwise
transfer your 2022 Bonds designated in that application.
There is no public pool for Infrastructure Bonds under the Offer.
See "How to Apply" below.
Terms Particular to the Firm Offer
Firm Offer Amount: The Firm Offer is for up to $50,000,000 of Infrastructure Bonds, with the option to
accept oversubscriptions of up to an additional $15,000,000 of Infrastructure Bonds
in aggregate at Infratil's absolute discretion.
Firm Offer Applications:The Firm Offer is open to all New Zealand resident investors, but only if the investor
receives a firm allocation from a Joint Lead Manager, approved financial intermediary
or other primary market participant invited to participate in the bookbuild.
Firm Offer Opening Date: 26 May 2022
Firm Offer Closing Date: 12.00pm, 2 June 2022
Firm Offer Issue Date: 15 June 2022
Firm Offer Expected Date of Initial
Quotation on the NZX Debt Market:
16 June 2022
Terms Particular to the Exchange Offer
Exchange Offer Amount: The Exchange Offer is for up to $93,696,000 of Infrastructure Bonds.

No oversubscriptions will be accepted under the Exchange Offer.
Exchange Offer Applications: The Exchange Offer is fully reserved for New Zealand resident holders of the 2022
Bonds. Infratil will issue one Infrastructure Bond for each 2022 Bond exchanged.
Exchange Offer Opening Date: 3 June 2022
Exchange Offer Closing Date: 5.00pm, 13 June 2022

5
Exchange Offer Issue Date: 15 June 2022
Exchange Offer Expected Date of
Initial Quotation on the NZX Debt
Market:
16 June 2022
Terms Common to the Firm Offer and
the Exchange Offer
Rate Set Date:2 June 2022
Rate Reset Date:15 June 2026
Maturity Date:15 June 2030
Interest Rate: The rate of interest payable on the Face Value of each Infrastructure Bond will be:
•
the Initial Interest Rate for the first four year period; and
•the Rese
t Interest Rate for the second four year period.
Initial Interest Rate (first four years):
The Initial Interest Rate will be the greater of:
(a)
the sum o
f the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b)
the Minimum Interest Rate.
The Initial Interest Rate will apply for the four year period from (and including) the Issue
Date to (and including) the Rate Reset Date, and will be announced by Infratil via NZX
and available on Infratil's website www.infratil.com/for-investors/our-bonds/ on or
shortly after the Rate Set Date.
Minimum Interest Rate:
5.80% per annum
Issue Margin:
The Issue Margin will be determined by Infratil in consultation with the Joint Lead
Managers (identified below) on the Rate Set Date following completion of the
bookbuild process for the Firm Offer and announced via NZX and available on Infratil's
website www.infratil.com/for-investors/our-bonds/ shortly thereafter.
Indicative Issue Margin:
The indicative range of the Issue Margin is 2.00 – 2.10% per annum. The actual
Issue Margin may be above or below the indicative range.
Reset Interest Rate (second four
years):
The Reset Interest Rate will be the sum of the Issue Margin and the Base Rate
determined on the Rate Reset Date.
The Minimum Interest Rate is not relevant to the calculation of the Reset Interest Rate.
The Reset Interest Rate may be higher, the same or lower than the Initial Interest Rate.
The Reset Interest Rate will apply for the four year period from (but excluding) the Rate
Reset Date to (and including) the Maturity Date, and will be announced by Infratil via
NZX and available on Infratil's website www.infratil.com/for-investors/our-bonds/ on
or shortly after the Rate Reset Date.
Base Rate:The 4-year mid-market rate for a New Zealand dollar interest rate swap:
(a)
det
ermined by Infratil in consultation with the Arranger (identified below) on the
Rate Set Date; and
(b)det
ermined by Infratil at 11.00am on the Rate Reset Date,
in accordance with market convention with reference to Bloomberg page ICNZ4

(or any successor page), in each case expressed on a quarterly basis and rounded
to two decimal places, if necessary, with 0.005 being rounded up.
5
Key Terms of the
Infrastructure Bonds

6
Interest Rate Structure and Risk
Considerations:
The Infrastructure Bonds have an 8 year term. However, the Interest Rate will be set
for two separate periods of 4 years each, with:
• the first fixed rate period being from (and including) the Issue Date to (and including)
the Rate Reset Date; and
• the second fixed rate period being from (but excluding) the Rate Reset Date to

(and including) the Maturity Date.
The Minimum Interest Rate will only be relevant to the first fixed rate period.
Before investing in Infrastructure Bonds investors should consult their financial adviser
about this feature and the related risk that the interest rate for the second fixed rate
period (the Reset Interest Rate) may be lower than the interest rate for the first fixed
rate period (the Initial Interest Rate).
Interest Payment Dates:15 March, 15 June, 15 September and 15 December of each year until and including the
Maturity Date (commencing on 15 June 2022). Although the first Interest Payment
Date is 15 June 2022, because that is the same date as the Issue Date, no interest will
have accrued and no interest will be payable on that date. The first date on which
interest will be paid on the Infrastructure Bonds is 15 September 2022.
Interest Payments:Other than for the first Interest Payment Date (on which no interest will be paid),

Infratil will pay interest in arrear in equal amounts on each Interest Payment Date.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest
Payment Date (see "Right to Redeem Early" and "Early Redemption Events" below),
the amount of interest that will be payable to you will be adjusted to reflect the number
of days in the interest period in which the interest accrued.
First Interest Payment:As noted above, although the first Interest Payment Date is 15 June 2022, because that
is the same date as the Issue Date, no interest will have accrued and no interest will be
payable on that date. The first date on which interest will be paid on the Infrastructure
Bonds is 15 September 2022. Interest paid on 15 September 2022 on each
Infrastructure Bond will be paid to the Holder of the Infrastructure Bond on the Record
Date for that payment (being 5 September 2022).
Interest Suspension and

Dividend Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event
exists. If the payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil
when the Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial
assistance for the acquisition of shares in Infratil.
6
Key Terms of the
Infrastructure Bonds
8 Year Term
Issue DateMaturity Date
15 June 2030
Rate Reset Date
15 June 2026
Interest Rate being the higher of:
Minimum Interest Rate
Issue Margin + Base Rate (Rate Set Date)
Interest Rate being:
Issue Margin + Base Rate (Rate Reset Date)

7
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions
of other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal
obligation by Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the
Maturity Date by giving you no less than 5 Business Days' notice. Infratil may not
exercise this right if:
(a) the Supervisor has declared the Infrastructure Bonds due and payable because
an event of default as described in clause 8.1 of the Trust Deed exists; or
(b) the notice of early redemption is given at a time on or after the day falling

25 Business Days before the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early
Redemption Event, will be redeemed at an amount equal to its Face Value less all
withholding tax or deductions required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem
early, it will be redeemed at an amount equal to the greater of:
(a) its Face Value plus accrued but unpaid interest; and
(b) the current market price of the Infrastructure Bonds (determined in accordance
with clause 6.1(l)(ii) of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a) an event of default as described in clause 8.1 of the Trust Deed occurs; or
(b) certain takeover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and
the occurrence of certain insolvency related events in relation to Infratil.
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Bondholders that, on the last day of each financial
year and financial half-year of Infratil (and in certain other circumstances), Borrowed
Money Indebtedness of the Issuer Group (being Infratil and its 100% owned
subsidiaries) will not exceed 50% of Tangible Assets of Infratil and its subsidiaries

as at that date.
7
Key Terms of the
Infrastructure Bonds

88
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of
Infratil. This means that in a liquidation of Infratil your rights and claims as a Bondholder:
(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors
of Infratil who are preferred by law (e.g. the Inland Revenue Department in respect
of unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors
of Infratil; and
(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any)
(being creditors who have agreed to accept a lower priority in respect of their
claims in a liquidation of Infratil), and (ii) shareholders.
Infratil is a holding company with investments in various companies. Bondholders
have no claims against, or recourse to the assets of, any of those companies.
Infratil's ability to make timely payments on the Infrastructure Bonds is dependent on
the returns it receives from its investments, its capital structure and the quality of its
management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates
(including lenders) would have a prior claim to the assets of those companies ranking
ahead of the claim of Infratil's liquidator (claiming as shareholder in the companies).
Only the residual assets of the companies, after the claims of the companies' creditors
have been satisfied, would be available to Infratil's liquidator and therefore Infratil's
creditors (including Bondholders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value).
No subscription moneys are payable by a Bondholder for Infrastructure Bonds allotted
under the Exchange Offer.
Face Value:$1.00 per Infrastructure Bond.
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value
of $1,000 thereafter (unless a holder of 2022 Bonds is exchanging all of their 2022
Bonds).
ISIN:NZIFTD0320L8
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity
Date falls on a day that is not a Business Day, the due date for the payment to be made
on that date will be on the immediately preceding Business Day, but the amount paid
will not be adjusted.
Registrar and Paying Agent:Link Market Services Limited
Who May Apply:Firm Offer
All Infrastructure Bonds offered under the Firm Offer are reserved for the clients of the
Joint Lead Managers, approved financial intermediaries and other primary market
participants invited to participate in the bookbuild, who are New Zealand residents.
There is no public pool for Infrastructure Bonds for the Offer.
Exchange Offer
All Infrastructure Bonds exchanged or offered under the Exchange Offer are reserved
to registered holders of a 2022 Bond who are New Zealand residents.
Key Terms of the

Infrastructure Bonds

99
How to Apply:Firm Offer
Investors wanting to participate in the Firm Offer should contact a Joint Lead Manager,
their financial adviser or any primary market participant for information on how they
may acquire Infrastructure Bonds. You can find a primary market participant by visiting
www.nzx.com/services/market-participants/find-a-participant
The Joint Lead Manager, primary market participant or your financial adviser will be able
to explain what arrangements will need to be put in place for you to trade the
Infrastructure Bonds including obtaining a common shareholder number ("CSN"), an
authorisation code ("FIN") and opening an account with a primary market participant
as well as the costs and timeframes for putting such arrangements in place.
Exchange Offer
Holders of 2022 Bonds have the option to participate in the Exchange Offer by using
an online or printed application form.
If you have provided an email address for investor correspondence, you will receive

an email on the Opening Date of the Firm Offer with an email link. The email link will
take you to a Registrar website where you will receive information on how to apply for
Infrastructure Bonds in the Exchange Offer using the online application form.
You will be able to apply using the online application form at

www.infratilbondexchangeoffer.com from the Opening Date of the Exchange Offer.
You must complete the online application form by no later than 5.00pm on the Closing
Date of the Exchange Offer.
If you have not provided an email address for investor correspondence, you will be
mailed this Terms Sheet along with a printed application form to your registered postal
address.
If you use a printed application form under the Exchange Offer, you must return a
completed printed application form so that it is received by the Registrar at the
address below no later than 5.00pm on the Closing Date of the Exchange Offer:
Link Market Services Limited
Infratil Bond Offer, c/- Link Market Services Limited, PO Box 91976,

Victoria Street West, Auckland 1142
or deliver to: c/- Link Market Services Limited, Level 30, PwC Tower,

15 Customs Street West, Auckland 1010
or email a completed PDF copy to: applications@linkmarketservices.co.nz
Once you submit a completed Exchange Offer application (online or through a printed
application form) you will no longer be able to sell or otherwise transfer your 2022
Bonds designated in that application.
Applications may be refused
In relation to the Firm Offer, Infratil reserves the right to refuse any application or to
accept an application in part only, without providing a reason. If Infratil refuses any
application under the Exchange Offer due to the applicant being ineligible the 2022
Bonds that are not being exchanged will be redeemed on their maturity date in
accordance with their existing terms and conditions.
Key Terms of the

Infrastructure Bonds

1010
Brokerage:Infratil will pay brokerage of 1.00% of the aggregate principal amount of Infrastructure
Bonds. Such amounts will be paid to the Arranger who will distribute as appropriate to
primary market participants and approved financial intermediaries.
Use of Proceeds:Infratil will use the net proceeds of the Offer for general corporate purposes.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are,
immediately after issue, quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market,
under the FMCA.
NZX Debt Market Ticker Code:NZX Debt Market ticker code IFT320.
Supervisor:Trustees Executors Limited
Governing Law:New Zealand
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil
has not and will not take any action which would permit a public offering of the
Infrastructure Bonds, or possession or distribution of any offering material, in

any country or jurisdiction where action for that purpose is required (other than
New Zealand). Infrastructure Bonds may only be offered for sale or sold in compliance
with all applicable laws and regulations in any jurisdiction in which they are offered,
sold or delivered. Any information memorandum, terms sheet, circular, advertisement
or other offering material in respect of the Infrastructure Bonds may only be published,
delivered or distributed in or from any country or jurisdiction under circumstances
which will result in compliance with all applicable laws and regulations.
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Joint Lead
Managers and the Supervisor in respect of any loss incurred as a result of you
breaching the above selling restrictions.
The above selling restrictions apply in relation to both the Firm Offer and the

Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Joint Lead Managers,
the Supervisor, or any of their respective directors, officers, employees, agents or
advisers to subscribe for, or purchase, any of the Infrastructure Bonds.
The Joint Lead Managers and the Supervisor have not independently verified the
information contained in this Terms Sheet. In accepting delivery of this Terms Sheet,
you acknowledge that none of the Joint Lead Managers, the Supervisor nor their
respective directors, officers, employees, agents or advisers gives any warranty or
representation of accuracy or reliability and they take no responsibility for it.

Key Terms of the

Infrastructure Bonds

1111
Other
Information
The dates set out in this Terms Sheet are
indicative only and Infratil may change the
dates set out in this Terms Sheet. Infratil
has the right in its absolute discretion to
close the Offer early, to add additional
Issue Dates, to extend the Closing Date, to
increase the amount of oversubscriptions,
or to choose not to proceed with the Offer.
Infratil will announce any changes to the
dates set out in this Terms Sheet via NZX
as soon as practicable.
Any internet site address provided in the
Terms Sheet is for reference only and,
except as expressly stated otherwise, the
content of such internet site is not
incorporated by reference into, and does
not form part of, this Terms Sheet.
Copies of the Trust Deed are available by
visiting www.infratil.com/for-investors/
our-bonds/ or you may request a copy
from:
Infratil Limited
Telephone: 04 473 3663
or
Trustees Executors Limited
Level 5
Spark Central
70 Boulcott Street
Wellington
Attention: Roger Dixon
Investors should seek qualified
independent financial and taxation advice
before deciding to invest. In particular,
you should consult your tax adviser in
relation to your specific circumstances.
Investors will also be personally
responsible for ensuring compliance with
relevant laws and regulations applicable to
them (including any required
registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 5, Spark Central
70 Boulcott Street
PO Box 10-519
Wellington 6143
Telephone 0800 878 783
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Directory
Arranger
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Hobson Wealth Partners Limited
Level 4, Australis Nathan Buildings
37 Galway Street
Britomart
Auckland 1010
Telephone 0800 742 737
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678

12
These application instructions relate to an application for
Infrastructure Bonds under the Exchange Offer.
Online application form
If you have provided an email address for investor
correspondence related to your 2022 Bonds, you will have
received an email on 26 May 2022 with an email link. The email
link will take you to the Registrar's website where you will receive
instructions on how to apply for Infrastructure Bonds in the
Exchange Offer using the online application form.
You will be able to apply for Infrastructure Bonds using the online
application form at www.infratilbondexchangeoffer.com from
9.00am on 3 June 2022. You must complete the online
application form by no later than 5.00pm on 13 June 2022.
We strongly encourage using the online application form to
avoid missing out due to postal delays or due to issues
processing manual applications.
If you have not received an email, but would like to participate in
the Exchange Offer using the online application form, please
contact the investor phone number +64 9 375 5998 or

email applications@linkmarketservices.co.nz.
Application form
If you have not provided an email address for investor
correspondence related to your 2022 Bonds, you may subscribe
for Infrastructure Bonds under the Exchange Offer using this
application form following the application instructions below.
Your physical application form should be returned to, or lodged
with, an appropriate person as specified under the heading

“How to Apply” on page 9 of the Terms Sheet so that it is
received by the Registrar no later than 5.00pm on 13 June 2022.
Applicants should remember that the Closing Date of the
Exchange Offer may be changed at the absolute discretion of
Infratil. Changes will be advised by NZX announcement. Infratil
reserves the right to refuse to accept applications received by
the Registrar after the Closing Date of the Exchange Offer.
An application will constitute an irrevocable offer by the applicant
to subscribe for the aggregate Face Value of Infrastructure
Bonds specified in the Exchange Offer application form on the
terms set out in the Terms Sheet, the Trust Deed, the Series
Supplement and the Exchange Offer application form.
A = Investor Details
Please complete all relevant sections in the Exchange Offer
application form in CAPITAL LETTERS.
Full name details: Insert your full name. Applications must be in
the name(s) of the natural persons, companies or other legal
entities which hold the Infrastructure Bonds due 15 June 2022
("2022 Bonds") to be exchanged under the Exchange Offer.
Use the table below to see how to write your name correctly.
Type of
Investor:
Correct way
to write Name:
Incorrect way
to write Name:
Individual personJOHN SMITHJ SMITH
More than

one person
JOHN SMITH
MICHELLE SMITH
J & M SMITH
CompanyABC LIMITEDABC
Tr u s t sJOHN SMITH
(JOHN SMITH

FAMILY TRUST A/C)
SMITH FAMILY TRUST
PartnershipsJOHN SMITH
MICHAEL SMITH
(JOHN SMITH AND
SONS A/C)
JOHN SMITH & SONS
Clubs and
unincorporated
associations
JANE SMITH
(SMITH INVESTMENT
CLUB A/C)
SMITH INVESTMENT
CLUB
Superannuation

funds
JOHN SMITH LIMITED
(SUPERANNUATION
FUND A/C)
JOHN SMITH
SUPERANNUATION
FUND
Postal address details: Insert your postal address for
correspondence. All communications to you from Infratil

will be mailed to the person(s) at the address shown (unless
an applicant provides an email address in section F of the
Exchange Offer application form). For joint applicants, only one
address is to be provided.
Telephone numbers: Insert your telephone number(s) in case the
Registrar or Infratil needs to contact you in relation to your
application.
By supplying your mobile number you will enable the Registrar to
advise you by TXT Alerts (post allotment for New Zealand investors
only) of any changes on your holding balance, or if your bank
account details or address on the register change, or if a new /
replacement FIN has been requested.
This feature provides additional security to you as an investor.

You may unsubscribe at any time for this TXT Alert service.
B = Application Details
Please enter the aggregate Face Value of Infrastructure Bonds that
you wish to apply for.
Each Infrastructure Bond has a Face Value of $1.00.
Exchange Offer
Application Instructions
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Unless you are applying to exchange all of your 2022 Bonds, an
application to subscribe for new Infrastructure Bonds must be for

a minimum aggregate Face Value of $5,000 and thereafter in
multiples having a Face Value of $1,000. The maximum amount of
Infrastructure Bonds you may apply for under the Exchange Offer

is equal to the number of 2022 Bonds you hold.
2022 Bonds that are not exchanged under the Exchange Offer will
remain on issue and will be redeemed on 15 June 2022 subject to
their existing terms and conditions.
C = Holder Number Details
Please enter the Common Shareholder Number ("CSN") or Holder
Number your 2022 Bonds are registered under in the space
provided. The name and address details on your application form
must correspond with the registration details under that CSN.
D = Interest and Redemption Payments
If you wish your payments in respect of the new Infrastructure
Bonds to be direct credited to the same account to which
payments in respect of your 2022 Bonds are made, then you

do not need to complete section D of the Exchange Offer
application form.
If payment to your cash management account with an NZX
participant is selected, tick the box for option 1, insert the name of
the NZX Participant where your cash management account is held
and provide your cash management client account number.
If you wish to be paid by direct credit but wish to have payment in
respect of your new Infrastructure Bonds credited to a different
bank account than the account to which payments in respect of
your 2022 Bonds are currently made, please tick the box for
option 2 and enter the details of the bank account.
E = IRD number, RWT and other tax details
Please enter your IRD number and tick the resident withholding tax
(“RWT”) rate that applies to you (or, if you are exempt from RWT,
tick the exempt box). If no IRD number is supplied payments will
be taxed at the non-declaration rate of 45%.
F = Electronic Investor Correspondence
By supplying your email address Infratil will be able to deliver your
investor correspondence to you electronically where possible. This
is a much more environmentally friendly, cost effective and timely
option than paper based investor mail outs.
G = Signing and Dating
Read the Terms Sheet and Exchange Offer application form
carefully and sign and date the Exchange Offer application form.
The Exchange Offer application form must be signed by each of
the applicant(s) personally, (in the case of a company) by two
directors of a company (or one director if there is only one director,
whose signature must be witnessed), or in either case by a duly
authorised attorney or agent.
If the Exchange Offer application form is signed by an attorney, the
power of attorney document is not required to be lodged, but the
attorney must complete the certificate of non-revocation of power
of attorney following the Exchange Offer application form.
If the Exchange Offer application form is signed by an agent,

the agent must complete the certificate of non-revocation of
agent following the Exchange Offer application form.
Joint applicants must each sign the Exchange Offer

application form.
H = Exchange Offer Closing Date and Delivery
The Exchange Offer will close at 5.00pm on 13 June 2022.
Applicants should remember that the Closing Date of the
Exchange Offer may be changed at the sole discretion of

Infratil. Changes will be advised by NZX announcement. Infratil
reserves the right to refuse to accept applications received by

the Registrar after the Closing Date of the Exchange Offer.
Your Exchange Offer application form should be returned to, or
lodged with, an appropriate person as specified under the heading
“How to Apply” on page 9 of the Terms Sheet.
Personal Information Rights
Personal information provided by you will be held by Infratil and the
Registrar at their respective addresses shown under the address
details section in the Terms Sheet or at such other place as is
notified upon request. This information will be used for the purpose
of managing your investment.
You have a right to access and correct any personal information
about you under the Privacy Act 2020. You can also access

your information on the Link Market Services website:
www.linkmarketservices.co.nz. (You will be required to enter
your holder number and FIN).
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BROKER STAMPBroker code
Advisor code
Exchange Offer Application Form
Infratil Limited Issue of Infrastructure Bonds
This Exchange Offer application form (“Application Form”) is issued in connection with a Terms Sheet dated 26 May 2022 under which Infratil Limited
("Infratil") is offering bonds due 15 June 2030 ("Infrastructure Bonds") (“Terms Sheet”). Please complete this Application Form and return it to,
or lodge it with, an appropriate person as specified under the heading “How to Apply” on page 9 of the Terms Sheet.
Before completing this Application Form, applicants should read the Terms Sheet to which this application relates.
A. APPLICATION DETAILS AND INFORMATION – PLEASE PRINT IN BLOCK LETTERS
First Name(s):Family Name:
First Name(s):Family Name:
First Name(s):Family Name:
Corporate Name or <<On Account>> :
Postal Address:
Telephone Home:Mobile/Work:
B. APPLICATION DETAILS – IMPORTANT
Your Application Form must be received by Link Market Services Limited (“Link”) by 5.00pm, 13 June 2022.
Unless you are applying to exchange all of your 2022 Bonds, applications must be for a minimum Face Value of NZ$5,000 and, thereafter, in multiples
having a Face Value of NZ$1,000. The maximum amount of Infrastructure Bonds you may apply for under the Exchange Offer is equal to the number of
2022 Bonds you hold.
Amount of Infrastructure Bonds applied for:
C. COMMON SHAREHOLDER NUMBER (CSN)
Please enter the CSN or Holder Number your 2022 Bonds are registered on:
D. INTEREST AND REDEMPTION PAYMENTS
Leave this section blank if you wish to settle interest and principal in the same way as was occurring on the 2022 Bonds. If you wish to change the way in
which interest and principal is paid, choose only ONE of the options below. Please tick the box next to your selected option ():
OPTION 1:

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

OPTION 2: Direct credit to the New Zealand bank account nominated.

Please pay my interest and principal repayments to the account nominated below.
Name of Bank:
Name of Account:
Account Number:

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

-

-

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

Date / /

Date / /
NZ$
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H. SEND APPLICATION FORM TO BE RECEIVED BY LINK MARKET SERVICES, NO LATER THAN 5.00PM ON 13 JUNE 2022
Address to Infratil Bond Offer, c/- Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142
or deliver to: c/- Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
or email to: applications@linkmarketservices.co.nz
or call the Investor phone number: +64 9 375 5998
TERMS AND CONDITIONS:
By signing this Application Form:
a) I/We agree to subscribe for Infrastructure Bonds upon and subject to the terms and conditions of the Terms Sheet, this Application Form, the Trust
Deed and the Series Supplement, and I/we agree to be bound by the provisions hereof.
b) I/We irrevocably direct Infratil to apply the redemption proceeds of my/our exchanged 2022 Bonds towards payment of the aggregate Face Value of
Infrastructure Bonds specified in Part B of this Application Form.
c) I/We declare that all details and statements made by me/us in this Application Form are complete and accurate.
d) I/We certify that, where information is provided by me/us in this Application Form about another person, I/we are authorised by such person to
disclose the information to Infratil and the Registrar and to give authorisation.
e) I/We acknowledge that an application cannot be withdrawn or revoked once it has been submitted.
f) I/We acknowledge that the Exchange Offer is only made in New Zealand, and by applying for Infrastructure Bonds, I/we warrant that I/we received
this offer in New Zealand and I/we are eligible to participate in the Exchange Offer, and I/we agree to indemnify Infratil and its directors, officers,
employees and agents in respect of any loss, cost, liability or expense sustained or incurred by Infratil as a result of my/our breaching that warranty or
the selling restrictions described in the Terms Sheet.
g) I/We confirm that: (i) I/We are tax resident in New Zealand; or (ii) I/We will hold the Infrastructure Bonds for the purposes of a business carried on in
New Zealand through a fixed establishment in New Zealand; or (iii) I/We are a registered bank engaged in business in New Zealand through a fixed
establishment in New Zealand.
This Application Form, the Exchange Offer and any contract arising out of its acceptance are each governed by New Zealand law. Under the Anti-Money
Laundering and Countering Financing of Terrorism Act 2009, applicants may be required to produce evidence of their identity.
The information in this Application Form is provided to enable Infratil and the Registrar to process your application, and to administer your investment.
By signing this Application Form, you authorise Infratil and the Registrar to disclose information in situations where Infratil or the Registrar are required or
permitted to do so by any applicable law or by a governmental, judicial or regulatory entity or authority in any jurisdiction. Personal information will be held
by Infratil and the Registrar at their respective addresses shown in the Directory of the Terms Sheet or at such other place as is notified upon request. If you
are an individual under the Privacy Act 2020, you have the right to access and correct any of your personal information. You can also access your
information on the Link website (www.linkmarketservices.co.nz). You will be required to enter your holder number and FIN.
I. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY:
(Complete this section if you are acting on behalf of the Applicant on this Application Form for whom you have power of attorney)
I, (full name)
of (place and country of residence),

(occupation),
CERTIFY:
• THAT by deed dated
(date of instrument creating the power of attorney),

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