Infratil Infrastructure Bond Exchange Offer Opens

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



3 June 2022

Infratil Infrastructure Bond Exchange Offer Opens

Infratil Limited (Infratil) announced today that following the successful completion of the Firm Offer of 8 year
unsecured, unsubordinated, re-setting fixed rate infrastructure bonds maturing on 15 June 2030 (2030 Bonds), the
Exchange Offer is now open.
Under the Exchange Offer all New Zealand resident holders of the IFT190 bonds maturing on 15 June 2022 (2022
Bonds) have the opportunity to exchange some or all of their 2022 Bonds for 2030 Bonds. All eligible holders of the
2022 Bonds who submit valid applications will have their applications satisfied in full up to a maximum of the number
of 2022 Bonds they hold. There is no ability to apply for additional 2030 Bonds under the Exchange Offer.
The key terms of the Exchange Offer, and how to apply, are contained in the Final Terms Sheet attached.
The interest rate for the first four years until the Rate Reset Date (15 June 2026) has been set at 5.93% per annum.
This is equal to the sum of the Issue Margin of 2.00% per annum and the 4-year swap rate on the Rate Set Date of
3.93% per annum
The Reset Interest Rate for the second four years will be the sum of the 4-year swap rate on the Rate Reset Date plus
the Issue Margin of 2.00% per annum. There will be no minimum interest rate for the second four year period.
More information on the how the interest rate for the 2030 Bonds will be calculated is set out in the Final Terms Sheet.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant to
the Financial Markets Conduct Act 2013.
The 2030 Bonds under the Exchange Offer are expected to be issued on 15 June 2022 and will mature on 15 June
2030. The 2030 Bonds are expected to be quoted on the NZX Debt Market under the ticker code IFT320.
How do I apply?
You can apply online at www.infratilbondexchangeoffer.com. We strongly encourage using the online portal to avoid
missing out due to postal delays or due to issues processing manual applications.
If you are unable to complete the online application form, please go to Infratil’s website www.infratil.com/for-
investors/our-bonds/ and download a copy of the Final Terms Sheet which includes a printable application form for
completion, or alternatively contact Link Market Services on applications@linkmarketservices.com or call 09 375 5998
for further information on how to participate in the Exchange Offer.
If you hold 2022 Bonds via a nominee, trustee or custodian, please contact them if you want to participate in the
Exchange Offer.
All applications (whether through the online portal or printed application form) must be received before the Exchange
Offer closes at 5.00pm on 13 June 2022.
Further information regarding the offer is available on website www.infratil.com/for-investors/our-bonds/ or by
contacting a Joint Lead Manager or your usual financial adviser.

Arranger and Joint Lead Manager Tom Robertson
Bank of New Zealand Treasury and Risk Manager, Infratil
Joint Lead Managers: Phone: +64 4 550 5432
ANZ Bank New Zealand Limited Email: tom.robertson@hrlmorrison.com
Forsyth Barr Limited
Hobson Wealth Partners Limited
Jarden Securities Limited

---

1
Infratil Final 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
Final Terms Sheet
Dated 2 June 2022
This Final 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 amount has been set at $65,000,000 of Infrastructure Bonds.
Firm Offer Applications:The Firm Offer has now closed. The Firm Offer was open to all New Zealand resident
investors who received 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

5
Exchange Offer Closing Date: 5.00pm, 13 June 2022
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 Ini
tial Interest Rate for the first four year period; and
•the Reset Interest Rate for the second four year period.
Initial Interest Rate (first four years):
5.93% per annum
The Initial Interest Rate has been set as the greater of:
(a)the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b)the Minimum Interest Rate.
The Base Rate on the Rate Set Date was 3.93% per annum. The Issue Margin was set by
Infratil in consultation with the Joint Lead Managers (identified below) at 2.00% per
annum. Accordingly, the sum of the Issue Margin and the Base Rate on the Rate Set
Date (being 5.93% per annum) applies to the Infrastructure Bonds as the Initial

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.
Minimum Interest Rate:5.80% per annum
Issue Margin:
2.00% per annum
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.
5
Key Terms of the
Infrastructure Bonds

6
Base Rate:The 4-year mid-market rate for a New Zealand dollar interest rate swap:
(a)
de
termined by Infratil in consultation with the Arranger (identified below) on the
R
ate Set Date; and
(b)
determined 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.
In
terest 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).
6
Key Terms of the
Infrastructure Bonds
8 Year Term
Issue DateMaturity Date
15 June 2030
Rate Reset Date
15 June 2026
Interest Rate will be 5.93% per annum
Interest Rate being:
Issue Margin + Base Rate (Rate Reset Date)

7
Interest Suspension and
Dividend Stopper:
In
fratil may suspend the payment of interest where an Interest Suspension Event
exists. If the payment of interest is suspended:
(a)
in
terest will continue to accrue (without compounding) and will be paid by Infratil
when the Interest Suspension Event ceases to exist; and
(b)
Infratil will not pay or make any distribution to shareholders or provide any financial
assistance for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a)
the interest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions
of other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal
obligation by Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the
Maturity Date by giving you no less than 5 Business Days' notice. Infratil may not
exercise this right if:
(a) the Supervisor has declared the Infrastructure Bonds due and payable because
an event of default as described in clause 8.1 of the Trust Deed exists; or
(b) the notice of early redemption is given at a time on or after the day falling
25 Business Days before the Maturity Date.
Y
ou 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 curr
ent 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)
c
ertain 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 r
ank 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
The Firm Offer has now closed.
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
The Firm Offer has now closed.
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 have
received 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 have been
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
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.
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
Key Terms of the

Infrastructure Bonds

1010
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
wi
th 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-r
eliance: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,

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

---

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

3 June 2022
Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets
Conduct Regulations 2014
Infratil Limited ("Infratil") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets Conduct
Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of bonds ("New Bonds") due 15
June 2030, in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013
("FMCA").
The main terms of the offer and the New Bonds are set out in the attached Terms Sheet. Except for the interest rate
and maturity date, the New Bonds will have identical rights, privileges, limitations and conditions as:
• Infratil's bonds maturing on 15 December 2029, which have a current interest rate of 4.19% per annum
(rate reset on 15 December 2021 and annually thereafter) and which are currently quoted on the NZX Debt
Market under the ticker code IFTHC;
• Infratil's bonds maturing on 15 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 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,
(the "Quoted Bonds"), and therefore are of the same class as the Quoted Bonds for the purposes of the FMCA and
the Regulations. The Quoted Bonds have been continuously quoted on the NZX Debt Market over the preceding 3
months.
As at the date of this notice, Infratil is in compliance with:
• the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and
• its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the purposes of the
Regulations.
As at the date of this notice, there is no other information that would be required to be disclosed under a
continuous disclosure obligation or which would be excluded information required to be disclosed for the purposes
of the Regulations if the Quoted Bonds had had the same redemption date or interest rate as the New Bonds being
offered.
For further information, please contact: Tom Robertson, Treasury & Risk Manager, Infratil Limited on 04 550 5432