Infratil Limited’s Notice of Meeting and Proxy Form

2022 Notice of Meeting
Investing wisely
in ideas that

matter

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The shareholders of Infratil Limited
27 July 2022

Shareholders have already received Infratil’s 2022 Annual Report
in which the then Chair, Mark Tume, and the Chief Executive,
Jason Boyes, on behalf of the manager, Morrison & Co,
commented on the activities of Infratil over the past year and
on the future prospects for Infratil.
The Annual Meeting this year will be in Wellington but shareholders
will also have the option to join the meeting online. A number of
matters are to come before shareholders for voting at the Annual
Meeting. These include:
• The re-election of myself and Kirsty Mactaggart, and the
election of Andrew Clark, as Directors.
• Authorisation to give the Board the option to exercise Infratil’s
rights under the Management Agreement to issue shares to
Morrison & Co to pay:
- the third instalment of the FY2021 international portfolio
annual incentive fee in 2023; and
- the second instalment of the FY2022 international portfolio
annual incentive fee in 2023.
• Authorisation for the Directors to fix the auditor’s remuneration.
• A matter which a shareholder has proposed for discussion.
As noted in Infratil’s 2022 Annual Report, Morrison & Co earned
a FY2022 international portfolio annual incentive fee of
$99.7 million. As a protection against the possibility of the relevant
portfolio of investments subsequently falling in value, the FY2022
international portfolio annual incentive fee is payable over three
years (in three instalments of ~$33.2 million each) and, if the value
of the relevant portfolio of investments at either of the subsequent
two balance dates is lower than the 31 March 2022 valuation, that
year’s instalment is cancelled.
The FY2022 international portfolio annual incentive fee follows the
FY2021 international portfolio annual incentive fee of $223.1 million
(payable in 3 instalments of ~$74.4 million each) noted in Infratil’s
2021 Annual Report.
The Management Agreement gives the Board the option to pay
any instalment of an international portfolio incentive fee in cash or
by issuing Infratil ordinary shares to Morrison & Co (the “scrip
option”), or a mixture of both. However, under the NZX Listing
Rules, the Board needs shareholder approval if it wishes to use the
scrip option. The Board has not made a decision whether to use
the scrip option for the third instalment of the FY2021 incentive fee
(if that is payable) or the second instalment of the FY2022
international portfolio annual incentive fee (if that is payable), but
the Board would like to have both options available if the Board
considers that issuing shares (rather than paying cash) would be in
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the best interests of Infratil. At the 2021 Annual Meeting,
shareholders approved the use of the scrip option in connection
with the second instalment of the FY2021 international portfolio
annual incentive fee however the Board subsequently determined
that the instalment should be paid in cash.
If shareholders do not approve the scrip option, the third
instalment of the 2021 international portfolio annual incentive fee
and the second instalment of the 2022 international portfolio
annual incentive fee will be paid in cash if they become payable.
If the Board also wishes to have this option available for the third
instalment of the FY2022 international portfolio annual incentive
fee (payable in 2024), the Board will seek shareholder approval for
this at the 2023 Annual Meeting.
There is no resolution this year in relation to directors’ fees.
Shareholders previously approved an increased directors’ fee pool
at the 2019 Annual Meeting to enable directors’ fees to be set
consistent with the 75th percentile of comparator group 2 in the
PwC benchmarking report, but with the increases to directors’
fees expected to be implemented by the Board over a three-year
period across the 2020, 2021 and 2022 financial years. The Board
has approved the directors’ fees from within that pool for the 2023
financial year, and details are set out in this Notice of Meeting.
The Notice of Meeting also includes a Disclosure Document
(Annexure A) describing the Share Buyback Programme which
Infratil has decided to continue. The Board considers that, from
time to time, buying back shares may be the best use of Infratil’s
funds. Accordingly, Infratil wishes to keep open that opportunity
to protect or maximise shareholder value for the next 12 months,
as it has done for a number of years.
I look forward to seeing you at the Annual Meeting, presenting our
results and answering any questions you may have.
Yours sincerely
Alison Gerry
Chair

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Notice of Annual
Meeting
Notice is hereby given pursuant to section 120 of the Companies
Act 1993 that the 2022 annual meeting of shareholders (Annual
Meeting) of Infratil Limited (Infratil) will be a hybrid meeting held
in the Public Trust Hall, 131 Lambton Quay, Wellington on Thursday,
25 August 2022, and online at www.virtualmeeting.co.nz/ift22,
commencing at 2:30 pm (New Zealand Time).
Online participation details are set out on pages 5 and 6.
Business
A. Chair’s Introduction
B. Chief Executive’s Review
C. Presentation of the Annual Report for the year ended
31 March 2022 and the report of the auditor
To receive and consider the Annual Report of Infratil for the year
ended 31 March 2022. Shareholders will have an opportunity to
raise questions on the Report and on the performance and
management of Infratil generally.
D. Resolutions
To consider and, if thought fit, pass the following resolutions:
1. Re-election of Alison Gerry: That Alison Gerry be re-elected
as a director of Infratil.
2. Re-election of Kirsty Mactaggart: That Kirsty Mactaggart be
re-elected as a director of Infratil.
3. Election of Andrew Clark: That Andrew Clark be elected as a
director of Infratil.
4. Payment of FY2021 Incentive Fee by Share Issue (2021 Scrip
Option): That Infratil be authorised to issue to Morrison & Co
Infrastructure Management Limited (Morrison & Co), within
the time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary
shares in Infratil (Shares) as is required to pay all or such portion
of the third instalment of the 2021 Incentive Fee (if payable) as
the Board elects to pay by the issue of Shares (2021 Scrip
Option), and the Board be authorised to take all actions and
enter into any agreements and other documents on Infratil’s
behalf that the Board considers necessary to complete the
2021 Scrip Option.
5. Payment of FY2022 Incentive Fee by Share Issue (2022
Scrip Option): That Infratil be authorised to issue to Morrison &
Co Infrastructure Management Limited (Morrison & Co), within
the time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary
shares in Infratil (Shares) as is required to pay all or such portion
of the second instalment of the 2022 Incentive Fee (if payable)
as the Board elects to pay by the issue of Shares (2022 Scrip

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Option), and the Board be authorised to take all actions and
enter into any agreements and other documents on Infratil’s
behalf that the Board considers necessary to complete the
2022 Scrip Option.
6. Auditor’s remuneration: That the Board be authorised to fix
the auditor’s remuneration.
E. Shareholder proposal
To consider (and allow discussion of) a matter raised by a
shareholder for discussion at the Annual Meeting (see Explanatory
Notes).
Ordinary Resolutions
Each resolution above is to be considered as a separate ordinary
resolution. To be passed, each resolution requires a simple
majority of votes of holders of ordinary shares of Infratil, entitled
to vote and voting.
Voting Restrictions
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom
it is proposed to issue new Shares referred to in a resolution under
Listing Rule 4.2.1, and any associated person of that person, are
disqualified from voting in favour of the resolution, but may act as
a proxy or voting representative for another person who is qualified
to vote on the resolution, and in accordance with that person’s
express instructions. Discretionary proxies given to persons
disqualified from voting will not be valid.
Resolutions 4 and 5 relate to the issue of Shares to Morrison & Co.
The related companies, direct or indirect securityholders, directors
and some employees of Morrison & Co (or its related companies)
are associated persons of Morrison & Co. Accordingly, none of
Morrison & Co, its related companies, the direct or indirect
securityholders, directors or any employees of Morrison & Co, will
vote their Shares in respect of either of Resolutions 4 and 5, but
may act as a proxy or voting representative for a person who is
qualified to vote on either of Resolutions 4 and 5, in accordance
with that person’s express instructions.
Voting and Proxies
As the 2022 Annual Meeting will be a hybrid meeting with physical
and online participants, voting on all resolutions put before the
meeting will be by poll. Results of the voting will be available after
the conclusion of the meeting, and will be notified on the NZX and
ASX. Your right to vote may be exercised by:
(a) Attending and voting in person at the Annual Meeting at Public
Trust Hall, 131 Lambton Quay, Wellington.
(b) Attending the Annual Meeting, and voting, online.

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(c) Appointing a proxy (or representative) to attend and vote in
your place.
Online participation in meeting
To participate in the meeting online, please go to
www.virtualmeeting.co.nz/ift22.
Shareholders present at the Annual Meeting (either in person or
via the Virtual Annual Meeting) will have the opportunity to ask
questions during the Annual Meeting. If you cannot attend the
Annual Meeting and choose to participate in the Annual Meeting
online but would like to ask a question, you can submit a question
online by going to vote.linkmarketservices.com/IFT and
completing the online validation process or complete the question
section below and return to Link Market Services. Questions can
be submitted via the online chat function either in advance of, or
during, the Annual Meeting. You will need your shareholder
number, found on your proxy form, for verification purposes.
Shareholders can also submit written questions in advance of the
Annual Meeting by completing the question section on the Proxy
form – refer to the Proxies section below.
More information about participating in the meeting online
(including how to vote and ask questions virtually during the
meeting) can be found in the Virtual Annual Meeting Online Portal
Guide, which is available at https://bcast.linkinvestorservices.
co.nz/generic/docs/OnlinePortalGuide.pdf. If you wish to
participate in the meeting online, we recommend that you join the
queue ~15 minutes prior to the start of the meeting in order for
your details to be verified.
Proxies
Any shareholder of Infratil who is entitled to attend and vote at
the Annual Meeting may appoint a proxy to attend and vote
instead of him or her. A proxy does not need to be a shareholder
of Infratil. The Chairperson of the Meeting is prepared to act as
proxy. Any un-directed votes in respect of a resolution, where the
Chairperson of the Meeting is appointed as a proxy, will be voted in
favour of the relevant resolution, other than when he or she is
prohibited from voting on that resolution. A shareholder entitled to
cast two or more votes may appoint two proxies and may specify
the proportion or number of votes each proxy is appointed to
exercise. If the shareholder does not specify the proportion of the
shareholder's voting rights each proxy is to represent, each proxy
will be entitled to exercise half the shareholder's votes.
To appoint a proxy (and/or to submit a written question in advance
of the Annual Meeting) you can complete and sign the enclosed
Proxy Form and return it by delivery, mail or scan and email to the
share registrar of Infratil or lodge online:

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Delivery by hand:
Infratil Limited
C/- Link Market Services Limited
Level 30, PwC Tower, 15 Customs Street West
Auckland 1010, New Zealand
Mail:
Infratil Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142, New Zealand
Scan and email: meetings@linkmarketservices.com
Please put the words “Infratil Proxy Form” in the subject line for
ease of identification
Online: You may lodge your proxy online, go to: vote.
linkmarketservices.com/IFT. A shareholder will be taken to have
signed the Proxy Form by lodging it in accordance with the
instructions on the website. You will require your holder number
and FIN (New Zealand register) or your holder number and
postcode (Australian register) to complete your vote.
The completed Proxy Form must be received by the share
registrar or online appointment must be completed by no later
than 48 hours before the start of the Annual Meeting, being
2.30 pm New Zealand Time on Tuesday, 23 August 2022. Voting
entitlements of the Annual Meeting will also be determined as at
this time. Registered shareholders at that time will be the only
persons entitled to vote at the Annual Meeting and only the shares
registered in those holders’ names at that time may be voted at
the Annual Meeting.

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Explanatory Notes
Item D - Resolutions
Resolutions 1 & 2: Re-Election of Directors
The Board of Infratil considers that both Alison Gerry and Kirsty
Mactaggart will be Independent Directors for the purposes of the
NZX Listing Rules (Listing Rules) if re-elected to the Board.
• Alison Gerry – Chair and Independent Director
Alison Gerry joined the Board in 2014 and was last re-elected
in 2019. Alison is Chair of the Board. She is also a director of
Air New Zealand, ANZ Bank New Zealand, and, Chair of
Sharesies Group. Alison has been a professional director since
2007. Prior to her governance career, Alison worked for both
corporates and financial institutions in Australia, Asia and
London in trading, finance and risk roles for over 20 years.
• Kirsty Mactaggart – 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. Kirsty has over 25 years of global financial market
experience with a unique investor perspective and a focus
on governance.
The Board supports the re-election of both Alison and Kirsty.
Resolution 3: Election of Director
The Board of Infratil considers that Andrew Clark will be an
Independent Director for the purposes of the Listing Rules if
elected to the Board.
• Andrew Clark - Independent Director
Andrew Clark joined the board as an independent director
on 1 June 2022. Andrew is an experienced strategist and
transformation executive with over 30 years of diverse
management consulting experience. During this time, he held
a number of senior roles within the Boston Consulting Group
(BCG). Andrew is based in Melbourne, Australia.
The Board supports the election of Andrew.

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Resolutions 4 & 5: Share Issue – FY2021 Incentive
Fee and FY2022 Incentive Fee
The Board is seeking shareholder approval in accordance with
Listing Rules 4.1.1 and 4.2.1 to provide the Board with the following
options:
• The option (2021 Scrip Option) to issue to Morrison & Co such
number of ordinary shares in Infratil (Shares) as is required to
pay the third instalment (or any portion of it) of the FY2021
international portfolio annual incentive fee (FY2021 Incentive
Fee).
• The option (2022 Scrip Option) to issue to Morrison & Co such
number of Shares as is required to pay the second instalment
(or any portion of it) of the FY2022 international portfolio annual
incentive fee (FY2022 Incentive Fee).
The Management Agreement between Infratil and Morrison & Co
Infrastructure Management Limited dated 11 February 1994, as
amended (Management Agreement) gives the Board the option
to pay incentive fees in cash or by issuing Shares to Morrison & Co,
or a mixture of both. The Board has not made a decision whether
to use the 2021 Scrip Option for the third instalment of the FY2021
Incentive Fee (if that is payable) or the 2022 Scrip Option for the
second instalment of the FY2022 Incentive Fee (if that is payable),
but the Board would like to have both options available if the Board
considers that to be in the best interests of Infratil.
More information on the 2021 Scrip Option, the 2022 Scrip Option,
the FY2021 Incentive Fee and the FY2022 Incentive Fee is set out
below.
Incentive Fees under the Management Agreement
The Management Agreement provides for the payment of
incentive fees relating to “Non-New Zealand Portfolio Securities”
(including “Australian Portfolio Securities”). No incentive fees are
paid on New Zealand assets.
Incentive fees (International Portfolio Incentive Fees) are
payable to Morrison & Co on realised or sustained increases in the
value of the portfolio of “Non-New Zealand Portfolio Securities”
(including “Australian Portfolio Securities”). The Management
Agreement provides for three different incentive fees to be
payable being the equivalent of 20% of the performance in excess
of a minimum hurdle of 12% per annum:
• International Portfolio Initial Incentive Fees;
• International Portfolio Annual Incentive Fees; and
• International Portfolio Realised Incentive Fees.
The provisions for the International Portfolio Incentive Fees
(together with the definitions of “Non-New Zealand Portfolio

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Securities” and “Australian Portfolio Securities”) are set out in full in
the Management Agreement, a copy of which is available on the
Infratil website at https://infratil.com/about-infratil/board/#our-
governance-documents.
FY2021 Incentive Fee
In FY2021, Morrison & Co earned an International Portfolio Annual
Incentive Fee of $223.1 million pursuant to clause 9.4.3 of the
Management Agreement (FY2021 Incentive Fee). The process
under the Management Agreement (with relevant modifications
as agreed between the Board and Morrison & Co) for determining
the FY2021 Incentive Fee was payable, and for calculating the
amount of the FY2021 Incentive Fee, is summarised below:
• Infratil’s Non-New Zealand Portfolio Securities which have been
owned for more than three years (FY2021 International
Portfolio Assets) were valued as at 31 March 2021 by specialist
independent valuers. The independent valuations are
undertaken to assess the proceeds Infratil would receive were
it to sell the FY2021 International Portfolio Assets, net of all
transaction costs and applicable taxes.
• The independent valuations determined that the FY2021
International Portfolio Assets has delivered a return (in NZ$)
of over 12% per annum, and the $223.1 million FY2021 Incentive
Fee payable to Morrison & Co is equivalent to 20% of the value
determined above the 12% return.
• As a protection against the possibility of the FY2021
International Portfolio Assets falling in value, clause 9.4.4 of the
Management Agreement requires the FY2021 Incentive Fee to
be divided into three equal annual instalments of ~$74.4 million
each, with payment spread over three years and the second
and third instalments contingent on the FY2021 International
Portfolio Assets not falling in value:
- The first instalment was paid in cash in May 2021 (following
finalisation of the 31 March 2021 independent valuations).
- The second instalment was paid in cash in April 2022
(following finalisation of the 31 March 2022 independent
valuations).
- The FY2021 International Portfolio Assets will be valued
again as at 31 March 2023, using the same independent
valuation process as in 2021 and 2022. The third instalment
is only paid if the independent valuations of the FY2021
International Portfolio Assets determines that the value of
those assets as at 31 March 2023 is not less than the value
of those assets as at 31 March 2021. If the value of the
FY2021 International Portfolio Assets is less (by any
amount), then the third instalment is cancelled (and will
never be payable).

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More information regarding the FY2021 Incentive Fee can be found
in Infratil’s 2021 Results Announcement and 2021 Annual Report
(both available on the Infratil website at https://infratil.com/
for-investors/reports-results-meetings-investor-days/).
FY2022 Incentive Fee
In FY2022, Morrison & Co earned an International Portfolio Annual
Incentive Fee of $99.7 million pursuant to clause 9.4.3 of the
Management Agreement (FY2022 Incentive Fee). The process
under the Management Agreement (with relevant modifications
as agreed between the Board and Morrison & Co) for determining
the FY2022 Incentive Fee was payable, and for calculating the
amount of the FY2022 Incentive Fee, is summarised below:
• Infratil’s Non-New Zealand Portfolio Securities which have been
owned for more than three years (the “FY2022 International
Portfolio Assets”) were valued as at 31 March 2022 by
specialist independent valuers. The independent valuations are
undertaken to assess the proceeds Infratil would receive were
it to sell the FY2022 International Portfolio Assets, net of all
transaction costs and applicable taxes.
• The independent valuations determined that the FY2022
International Portfolio Assets has delivered a return (in NZ$)
of over 12% per annum, and the $99.7 million FY2022 Incentive
Fee payable to Morrison & Co is equivalent to 20% of the value
determined above the 12% return.
• As a protection against the possibility of the FY2022
International Portfolio Assets falling in value, clause 9.4.4 of
the Management Agreement requires the FY2022 Incentive
Fee to be divided into three equal annual instalments of
~$33.2 million each, with payment spread over three years
and the second and third instalments contingent on the
FY2022 International Portfolio Assets not falling in value:
- The first instalment was paid in cash in May 2022 (following
finalisation of the 31 March 2022 independent valuations).
- The FY2022 International Portfolio Assets will be valued
again as at 31 March 2023, using the same independent
valuation process as in 2022. The second instalment is only
paid if the independent valuations of the FY2022
International Portfolio Assets determines that the total
value of those assets as at 31 March 2023 is not less than
the total value of those assets as at 31 March 2022. If the
value of the FY2022 International Portfolio Assets is less
(by any amount), then the second instalment is cancelled
(and will never be payable).

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- The FY2022 International Portfolio Assets will be valued
again as at 31 March 2024, using the same independent
valuation process as in 2022 and 2023. The third instalment
is only paid if the independent valuations of the FY2022
International Portfolio Assets determines that the value of
those assets as at 31 March 2024 is not less than the value
of those assets as at 31 March 2022. If the value of the
FY2022 International Portfolio Assets is less (by any
amount), then the third instalment is cancelled (and will
never be payable).
More information regarding the FY2022 Incentive Fee can
be found in Infratil’s 2022 Results Announcement and
2022 Annual Report (both available on the Infratil website at
https://infratil.com/for-investors/reports-results-meetings-
investor-days/).
Scrip Option
Clause 9.6 of the Management Agreement gives the Board the
option to pay any instalment of the FY2021 Incentive Fee or the
FY2022 Incentive Fee either in cash or by issuing Shares to
Morrison & Co (i.e. the Scrip Option), or a mixture of both. If the
Board uses the Scrip Option:
• The number of Shares to be issued will be calculated by dividing
the instalment (or the portion of the instalment fee to be paid
by the issue of Shares) by 98% of the volume weighted average
price (V WAP) of the Shares as traded on NZX over the 5
business days prior to the issue of the Shares (Issue Price).
• The Shares issued to Morrison & Co will be fully paid ordinary
shares which will rank pari passu with the ordinary shares then
on issue.
• Infratil must elect whether to pay cash or issue Shares within
7 days of receiving confirmation (by reference to the valuations
of the FY2021 International Portfolio Assets or the FY2022
International Portfolio Assets as at 31 March in the relevant
year) that the FY2021 Incentive Fee or FY2022 Incentive Fee
instalment is payable. Where Infratil elects to issue Shares, it
must allot the Shares within 12 business days after receiving
confirmation that the FY2021 Incentive Fee or FY2022 Incentive
Fee instalment is payable.
As noted above, the Board has not made a decision whether to use
the Scrip Option for any or all of either the third instalment of the
FY2021 Incentive Fee (if that is payable) or the second instalment
of the FY2022 Incentive Fee (if that is payable). If shareholders
approve the use of the Scrip Option, the Board will make a decision
in 2023 whether to use Scrip Option for any or all of the second

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instalment of the FY2021 Incentive Fee or the FY2022 Incentive Fee
when (and if) the Board is satisfied that the relevant instalment will
be payable and that, based on the circumstances applying at the
time, the Board considers that using the Scrip Option is in the best
interests of Infratil. There are a range of factors that will be relevant
to this decision, including market conditions, Infratil’s then current
share price, Infratil’s available liquidity and available growth
investments or new opportunities. The Board will not provide
reasons if the Board does not elect to use the Scrip Option.
Consequences if the Scrip Option is not approved
If Resolutions 4 and 5 are not passed, Infratil will be required to
pay each of the third instalment of the FY2021 Incentive Fee of
~$74.4 million, and the second instalment of the FY2022 Incentive
Fee of ~$33.2 million in cash, if the independent applicable
valuations of the FY2021 International Portfolio Assets or the
FY2022 International Portfolio Assets determine that:
• in the case of the FY2021 International Portfolio Assets, the
value of those assets as at 31 March 2023 is not less than the
value of those assets as at 31 March 2021; or
• in the case of the FY2022 International Portfolio Assets, the
value of those assets as at 31 March 2023 is not less than the
value of those assets as at 31 March 2022.
It is important for shareholders to note that payment of either of
the third instalment of the FY2021 Incentive Fee or the second
instalment of the FY2022 Incentive Fee does not require
shareholder approval – shareholder approval is only required to
allow the Board to use the Scrip Option. The consequences for
payment of the third instalment of the FY2021 Incentive Fee and
the second instalment of the FY2022 Incentive Fee if the Scrip
Option is or is not approved are summarised below:
• Scrip Option approved by Shareholders: The Board has three
options to pay the third instalment of the FY2021 Incentive Fee
(if payable) and/or the second instalment of the FY2022
Incentive Fee (if payable):
- Option A: The relevant instalment is paid in cash.
- Option B: The relevant instalment is paid using the Scrip
Option.
- Option C: The relevant instalment is paid using a mixture of
cash and the Scrip Option.
• Scrip Option for either or both of the instalments not
approved by Shareholders: The Board will pay the third
instalment of the FY2021 Incentive Fee (if payable) and/or
the second instalment of the FY2022 Incentive Fee (if payable)
in cash.

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If the Scrip Option is approved, the effect on the Company and
Shareholders if the Board does or does not elect to use the Scrip
Option to pay some or all of the third instalment of the FY2021
Incentive Fee (if payable) or the second instalment of the FY2022
Incentive Fee (if payable) are also summarised below:
• Scrip Option used: Infratil will issue new ordinary shares to
Morrison & Co at the Issue Price, with the numbers of ordinary
shares issued equal to the third instalment of the FY2021
Incentive Fee or the second instalment of the FY2022 Incentive
Fee (or the portion of that for which the Board elects to use the
Scrip Option) divided by the Issue Price. This issue of ordinary
shares to Morrison & Co will increase the total number of
ordinary shares on issue and therefore will dilute other Infratil
shareholders, although the dilution will not be material. However,
the issue of ordinary shares will also mean that Infratil is not
required to pay cash to Morrison & Co for that amount, so
Infratil’s available liquidity will be higher than if the Scrip Option
had not been used.
As an example, using the closing price of Infratil ordinary shares
on NZX on 7 July 2022 and assuming (a) the total ordinary
shares on issue (excluding treasury stock) is the same as at
7 July 2022 and (b) the Scrip Option is used for the full third
instalment of the FY2021 Incentive Fee, then:
- Infratil would issue 9,387,965 ordinary shares to
Morrison & Co.
- This would increase the total ordinary shares on issue
(excluding treasury stock) from 723,983,582 to 733,371,547.
- This would dilute other Infratil shareholders by 1.3%.
• Scrip Option not used: Infratil will pay cash to Morrison & Co for
the third instalment of the FY2021 Incentive Fee and the second
instalment of the FY2022 Incentive Fee. This will mean that other
Infratil shareholders are not diluted (because there is no issue of
ordinary shares to Morrison & Co) but Infratil’s available liquidity
will be reduced by the amount of the relevant instalment.
Waiver of Listing Rule 7.8.5(b) – Requirement for
Appraisal Report
Because Jason Boyes is a director of Infratil and Morrison & Co,
Morrison & Co is an “Associated Person” of Infratil. Listing Rule
7.8.5(b) requires that a notice of meeting to consider a resolution to
approve the issue of shares where more than 50% of the Shares to
be issued are likely to be acquired by Directors or Associated
Persons of Directors must be accompanied by an Appraisal Report.

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NZX Regulation (now NZ Regco) has granted Infratil a waiver from
Listing Rule 7.8.5(b) which would otherwise require Infratil to
prepare an Appraisal Report to accompany any Notice of Meeting
at which Shareholders will consider and vote on, an Ordinary
Resolution in accordance with Listing Rule 4.1.1 and Listing Rule
4.2.1, to approve a proposal for the issue of Infratil ordinary shares
to Morrison & Co by way of satisfaction of Infratil’s contractual
obligation to pay incentive fees to Morrison & Co in accordance
with the prescribed payment mechanisms set out in the
Management Agreement. This waiver applies to Resolutions 4
and 5, and a copy of the waiver decision is available on the
Infratil website at https://infratil.com/news/waiver-from-listing-
rule-785b/.
The waiver has been granted on the conditions that:
• The relevant Notice of Meeting must otherwise comply with
Listing Rules 7.8.2 and 7.8.4.
• The relevant issue of Shares, if approved by Shareholders by
Ordinary Resolution, and if the Board approves the issue of
Shares, must be made within the date that is 12 months
following the date of the relevant Ordinary Resolution
approving the issue of Shares;
• The waiver, its conditions and its implications are disclosed in
the Notice of Meeting; and
• The 2002 Notice of Meeting and appraisal report is available for
Infratil shareholders to review on the first occasion that Infratil
relies on this waiver.
The implications for Shareholders of the waiver are that no
independent appraisal report is provided in respect of the Scrip
Option. Shareholders must consider the information set out or
referred to in this Notice of Meeting and Explanatory Notes to
reach an informed opinion as to whether to approve the Scrip
Option. In particular, Shareholders should consider the following:
• The International Investment Portfolio incentive fee structure,
including the formula for calculating the Issue Price of Shares to
be issued in payment of any incentive fees, were approved by
Shareholders at the Annual Meeting in 2002.
• The Appraisal Report provided with the 2002 Notice of Meeting
included a detailed analysis of the incentive fee structure, and
concluded that the fee arrangement for the International
Investment Portfolio is reflective of an arms-length negotiation
having regard to a number of matters, and the Management
Agreement changes, including the incentive fees, are fair to the
non-associated Infratil shareholders.

16
• Infratil is contractually bound to pay the incentive fee
instalments to Morrison & Co either by cash or by the issue of
Shares if the value of the international investments portfolio is
sustained over the relevant period.
• If the independent valuations of (relevantly) the FY2021
International Portfolio Assets and the FY2022 International
Portfolio Assets determine that:
- in the case of the FY2021 International Portfolio Assets, the
value of those assets as at 31 March 2023 is not less than
the value of those assets as at 31 March 2021; or
- in the case of the FY2022 International Portfolio Assets, the
value of those assets as at 31 March 2023 is not less than
the value of those assets as at 31 March 2022,
Infratil will be required to pay one or both of the third instalment
of the FY2021 Incentive Fee of ~$74.4 million and the second
instalment of the FY2022 Incentive Fee of ~$33.2 million.
• If the Scrip Option is approved by Shareholders, the Board has
three options to pay each of the third instalment of the FY2021
Incentive Fee (if payable) and the second instalment of the
FY2022 Incentive Fee (if payable):
- Option A: The relevant instalment is paid in cash.
- Option B: The relevant instalment is paid using the Scrip
Option.
- Option C: The relevant instalment is paid using a mixture of
cash and the Scrip Option.
• If the Scrip Option for either or both of the instalments is not
approved by Shareholders, the Board will pay the third
instalment of the FY2021 Incentive Fee (if payable) and/or the
second instalment of the FY2022 Incentive Fee (if payable) in
cash.
• If the Directors resolve to use the Scrip Option (if approved by
an Ordinary Resolution of Shareholders) the Directors must be
satisfied that the issue of Shares is fair and reasonable to Infratil
and to all existing Shareholders).
Resolution 5: Auditor’s Remuneration
KPMG is automatically reappointed as auditor under section 207T
of the Companies Act 1993. This resolution authorises the Board to
fix the fees and expenses of the auditor.

17
Item E – Shareholder proposal
Matter raised
Infratil has received a notice from Mr A W Blow, a shareholder in
Infratil, of a matter which he proposes to raise for discussion at the
Annual Meeting. In accordance with clause 9 of Schedule 1 of the
Companies Act 1993 and clause 25.1 of Infratil’s constitution,
Infratil has included details of Mr Blow’s shareholder proposal in
this Notice of Meeting and it will be part of the business of the
meeting (Item E).
Mr Blow has not proposed that any resolutions be put to the
Annual Meeting on this matter and the Board does not consider
that any such resolutions are necessary.
The matter which Mr Blow has raised for discussion relates to a
statement made in Infratil’s interim report for the six months
ended 30 September 2020 (2020 Interim Report) regarding
the equity capital fundraising undertaken by Infratil in June 2020
(Fundraising). More particularly, Mr Blow asserts that the
statement made in the Chairman’s section of that report that
“All eligible shareholders were offered pro rata participation.”
was false or misleading, on the basis that the terms of the
Fundraising did not enable all shareholders to maintain their
pro rata ownership should they have wished to do so.
Given that assertion, Mr Blow’s notice also expresses concern
about the processes in place for checking the accuracy of
statements in reports provided by Infratil to its shareholders,
and invites Infratil to consider those processes.
Infratil Board response
The Infratil Board has carefully considered the matter raised by
Mr Blow, and does not agree with Mr Blow’s characterisation of this
matter. The Board believes that the following points are relevant:
• The Board considers that Infratil complied with its obligations
in respect of the Fundraising, including the NZX Listing Rules,
the Companies Act 1993 and the Financial Markets Conduct
Act 2013. In particular, Infratil did not represent as part of
making the offer that any particular shareholders would be
able to maintain their proportionate shareholding.
• The matter raised is in relation to one statement in the
Chairman’s section of a shareholder report. The relevant
section is a summary and comment of material matters
and deliberately avoids using the complex and qualified
statements which accompany offer disclosures. The
statement should not be considered in isolation, and in this
context in particular needs to be read together with the more
detailed statements regarding the Fundraising in the 2020
Interim Report and other relevant material.

18
• Having reviewed the statements made about the Fundraising
in the 2020 Interim Report and Infratil’s 2021 Annual Report,
as well as Infratil’s other market announcements regarding the
Fundraising, the Board considers that those documents did
not convey an inaccurate overall impression on the matter that
Mr Blow has raised.
Subsequent to the 2020 Interim Report, Infratil has reviewed its
processes for the preparation of reports to be provided by Infratil
to its shareholders. It has made some changes to those processes,
to ensure that any summary statements made in the Chairman’s
section of a shareholder report are consistent with more detailed
descriptions of the matters which are provided in other parts of the
report, or other shareholder material.
As no resolutions are proposed on this matter, no action is required
by shareholders in relation to it. However, the Board welcomes
discussion on this matter at the Annual Meeting. Shareholders are
referred to the section Online participation in meeting on page 5
of this Notice of Meeting for a description of how they may submit
questions on this matter at or before the Annual Meeting.
Particulars of the FY2023 Directors’ fees
There is no resolution this year in relation to directors’ fees.
Shareholders approved an increase to the directors’ fee pool at the
2019 Annual Meeting to enable directors’ fees to be set consistent
with the 75th percentile of comparator group 2 in the PwC
benchmarking report, but with the increases to directors’ fees
implemented over a three-year period across the 2020, 2021 and
2022 financial years. The directors’ fees paid in FY2022 reflected
the recommendation in the PwC benchmarking report.
The Board has now approved the directors’ fees for the 2023
financial year from within the existing approved pool. The
proposed increase is ~4.5% as compared to the fees paid in
FY2022, and the details are set out in full below. The Board
considers the changes to be appropriate and aligned to market,
including due of the significant growth in Infratil’s market
capitalisation and geographic range of its investments, and the
impact of inflation during FY2022.

19
Annual Fee Structure
1
FY2022
Directors’
Fees (NZD)
FY2023
Directors’
Fees (NZD)
Change
(~4.5%)
Base Fees:
Chair of the Board (inclusive
of Committee fees)
273,800286,10012,300
Director131,500137,4005,900
Overseas Director164,375171,8007,425
Audit and Risk
Committee Fees:
Chair40,00041,8001,800
Member20,60021,500900
Nominations and
Remuneration
Committee Fees:
Chair - -
Member - -
Manager Engagement
Committee Fees:
Chair - 15,000NEW
Member 7,500 7,800300
DIRECTORS’ FEE POOL
(as approved at the 2019
Annual Meeting)
1,329,3751,329,375-
Proposed FY23
Directors’ Fees
2

-1,167,800
Unallocated Directors’
Fee Pool
-161,575
1 Amounts above exclude GST or VAT, where appropriate.
2 Based on the current Board and that Jason Boyes does not receive director fees.

20
Particulars of the Share Buyback Programme
For many years, Infratil has maintained a Share Buyback
Programme. This programme has been successful in creating
shareholder value and it is proposed that Infratil continue it. The
Share Buyback Programme needs to comply with the Listing Rules.
The Share Buyback Programme will be undertaken in accordance
with Listing Rule 4.14, and the primary intent is that shares be
bought back as permitted by Listing Rules 4.14.1(a) and 4.14.1(b)(ii)
and the applicable provisions of the Companies Act 1993. This
allows Infratil to make any offer pursuant to the procedures
detailed in Section 60(1)(b)(ii) of the Companies Act 1993, or
through NZX's order matching market, or through the order
matching market of a ‘Recognised Stock Exchange’ (as defined in
the Listing Rules) and in compliance with Section 63 of the
Companies Act 1993.
Infratil notifies shareholders that, in accordance with Sections
60(1)(b)(ii) or 63 of the Companies Act 1993, Infratil may acquire
up to a further 20,000,000 ordinary shares (approximately 2.76%
of the outstanding ordinary shares, excluding treasury stock).
These shares may be bought on-market or off-market, but the
combined total of further on-market and off-market purchases will
not exceed 20,000,000 ordinary shares. Off-market purchases
will not be made from employees or directors of Infratil or
associated persons of directors.
Infratil is not committing to buy shares and a decision as to any
purchases will be made from time to time having regard to market
conditions. Infratil will always disclose the number of shares, and
the price at which it bought them, whether on-market or
off-market, before 9:30 am on the business day following the
purchase being made.
Whether the purchases are on-market or off-market, the directors
will regularly reassess the situation and seek to purchase shares at
prices that in their view represent the best value for shareholders.
The directors believe that, depending on market conditions and
Infratil’s then current share price, having the Share Buyback
Programme in place is a positive way of improving shareholder
value and is fair to Infratil and all shareholders.
The disclosure document required under the Companies Act 1993
is attached as Annexure A.

21
Annexure A: Companies Act Disclosure Document
for Share Buyback Programme
In the 2021 Notice of Meeting Infratil advised shareholders of its
intention to continue its Share Buyback Programme, reserving the
right to acquire up to 20,000,000 of Infratil’s ordinary shares on
issue. Infratil has not acquired any ordinary shares under the Share
Buyback Programme since the 2021 Notice of Meeting.
It is considered appropriate for Infratil to continue the Share
Buyback Programme and reserve the right to buy back up to
20,000,000 of Infratil’s ordinary shares on issue. This would
represent approximately 2.76% of the outstanding ordinary
shares, excluding treasury stock. These shares may be bought
on-market or off-market, but the combined total of further
on-market and off-market purchases may not exceed
20,000,000 ordinary shares. Off-market purchases may
also not be made from employees or directors of Infratil or
associated persons of directors.
This Disclosure Document sets out the information that the
Companies Act 1993 requires be provided to shareholders
annually while a Share Buyback Programme continues.
Terms of the Offer
On-market Buyback – Section 63 of the Companies Act 1993
• Infratil may make one or more offers on the NZX Main Board
market to all shareholders to acquire up to 20,000,000
ordinary shares in Infratil, pursuant to section 63 of the
Companies Act 1993.
• Offers may be made between 25 August 2022 and
27 July 2023.
• Infratil will pay the prevailing market price for the shares at the
time of purchase. Infratil is not obliged to make offers and
reserves the right to cease doing so at any time.
Off-market Buyback – Section 60(1)(b)(ii) of the Companies
Act 1993
• Infratil may make offers to one or more shareholders to acquire
up to 20,000,000 ordinary shares in Infratil, pursuant to
Section 60(1)(b)(ii) of the Companies Act 1993.
• Offers may be made between 25 August 2022 and
27 July 2023.
• Infratil will pay the prevailing market price for the shares at
the time of purchase. Infratil is not obliged to make offers and
reserves the right to cease doing so at any time.

22
• Buybacks made in compliance with Section 60(1)(b)(ii) of the
Companies Act 1993 will not be made from any person who is a
Director, Associated Person of a Director or an Employee (as
those terms are defined in the Listing Rules) of Infratil and will
not exceed 15% of the shares on issue as at the date which
precedes the date of the relevant buyback by 12 months.
Other Information Applicable to Both On-market and Off-market
Buybacks
• Infratil will not purchase any shares while it possesses any
information that is materially price-sensitive but not publicly
available. If Infratil has price sensitive information, it will cease
acquiring shares until the information is publicly disclosed or
ceases to be materially price sensitive.
• Infratil intends to hold up to 5% of its shares as Treasury Stock,
from those shares first acquired. Treasury Stock comprises
shares acquired and held by Infratil in itself and which would
otherwise be cancelled on acquisition. Subject to certain
restrictions, Treasury Stock can be transferred, re-issued or
cancelled by Infratil.
• All on-market offers will be designed so that the proceeds of
sales will not be taxable as dividends whilst off-market offers
may be taxable as dividends, and imputation credits will not be
attached to the proceeds. Shareholders who have special tax
status, as a result, for example, of trading securities
professionally, should consult their tax advisers.
Resolutions
To initiate the proposed offer the Board unanimously resolved on
30 June 2022, amongst other things:
1. To continue the previously notified Share Buyback Programme,
and reserve the right to make one or more offers on the NZX
market to all shareholders to acquire up to 20,000,000
ordinary shares in Infratil pursuant to Section 60(1)(b)(ii)
(off-market buyback) and Section 63 (on-market buyback)
of the Companies Act 1993 (Act) in the period between
25 August 2022 and 27 July 2023.
2. To pay the prevailing market price for the shares at the time
of purchase.
3. That in respect of any offer made pursuant to Section 60(1)(b)
(ii):
- The acquisition is in the best interests of Infratil;
- The acquisition is of benefit to the remaining shareholders;
- The terms of the offer and the consideration offered for the
shares are fair and reasonable to Infratil; and

23
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to the remaining
shareholders.
4. That in respect of an offer made pursuant to Section 63:
- The acquisition is in the best interests of Infratil and its
shareholders; and
- The terms of the offer and the consideration offered for the
shares are fair and reasonable to Infratil and its
shareholders.
5. That, for the purposes of buybacks effected under Resolution 3
or 4, the Directors are not aware of any information that will not
be disclosed to Infratil's shareholders:
- that is material to an assessment of the value of the shares;
and
- as a result of which the terms of the offer and consideration
offered for the shares are unfair to the shareholders
accepting the offer.
6. That the reasons for the Directors’ conclusions in the
Resolutions 3, 4 and 5 are:
- to maximise shareholder value, and acquiring shares may
be considered by the Board (taking into account prevailing
circumstances) to be an efficient use of capital; and
- shareholders have total discretion to choose whether to
participate in the buyback. There is no pressure to sell to
Infratil; and
- Infratil has in place reviews and procedures to ensure that it
does not acquire shares during the period when material
price sensitive information is known to Infratil but is not
available to shareholders.
7. That the Board is satisfied that Infratil will, immediately after
acquiring the shares, satisfy the solvency test applied under
Section 52 of the Companies Act 1993.
8. That Jason Boyes, Phillippa Harford and Mark Flesher of
Morrison & Co Infrastructure Management Limited (each acting
alone) are hereby authorised to sign such documents and do
such other things as may be necessary or appropriate to
complete the buyback.
9. That until Infratil holds shares in itself equating to 5% of the total
number of shares on issue, such shares need not be cancelled
but may be held as Treasury Stock by Infratil itself.

24
Directors’ Interests
Ordinary Shares (as at 27 July 2022)
Infratil (IFT) ordinary sharesBeneficial
interests
Non-beneficial
interests
A Gerry34,048
J Boyes715,346
A Clark-
P Gough197,533
K Mactaggart64,870
P M Springford44,766
M Tume59,5787, 4 4 5
This Disclosure Document is provided pursuant to Sections 61(5)
and 63(6) of the Companies Act 1993 and complies with Sections
62 and 64 of the Companies Act 1993.

25

---

2022 Annual Meeting
The Annual Meeting of Infratil Limited will be held at the Public Trust Hall, 131 Lambton Quay, Wellington on Thursday, 25 August 2022
commencing at 2:30pm NZST. If you are unable to attend in person you will be able to attend online via the Link Market Services Virtual
Annual Meeting platform at www.virtualmeeting.co.nz/ift22. If you are attending online, you will require your Holder Number, see above,
for verification purposes. Please join the meeting queue 15 minutes prior to commencement to verify your registration.
Voting
Subject to the voting restrictions (explained below) that apply in respect of each of Resolution 4 and Resolution 5, you are entitled to
one vote for every fully paid share in Infratil Limited that you hold as at 2:30pm NZST on Tuesday 23 August 2022 (being 48 hours prior
to the start of the Annual Meeting).
Voting Restrictions that apply in respect of each of Resolution 4 and Resolution 5.
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom it is proposed to issue new Shares referred to in a resolution under Listing
Rule 4.2.1, and any associated person of that person, are disqualified from voting in favour of the resolution, but may act as a proxy or voting
representative for another person who is qualified to vote on the resolution, and in accordance with that person’s express instructions.
Resolutions 4 and 5 relate to the issue of Shares to Morrison & Co. The related companies, direct or indirect shareholders, directors and
some employees of Morrison & Co (or its related companies) are associated persons of Morrison & Co. Accordingly, none of Morrison & Co,
its related companies, the direct or indirect shareholders, directors or any staff of Morrison & Co will vote their Shares in respect of either of
Resolutions 4 and 5, but may act as a proxy or voting representative for a person who is qualified to vote on either of Resolutions 4 and 5, in
accordance with that person’s express instructions.
How to Lodge your proxy:
Online: vote.linkmarketservices.com/IFT
Scan and email: meetings@linkmarketservices.com
Deliver: Infratil Limited, C/- Link Market Services,
Level 30, PwC Tower, 15 Customs Street West,
Auckland 1010, New Zealand.
Mail: Use the enclosed reply paid envelope or address to:
Infratil Limited, C/- Link Market Services Limited, PO Box 91976,
Victoria Street West, Auckland 1142, New Zealand.
You will require your holder number and FIN (New Zealand
register) or your holder number and postcode (Australian
register) to complete your vote.
A shareholder will be taken to have signed the Proxy Form by
lodging it in accordance with the instructions on the website.
Scan this QR code with your smartphone and vote online
General Enquiries:
+64 9 375 5998
I
enquiries@linkmarketservices.com
1

2
Proxy Form (for use if you are unable to attend the Annual Meeting)
Appointment of Proxy
1. If you do not propose to attend the Annual Meeting and wish to be represented by a proxy, please complete this form in accordance
with the Voting Instructions below and deliver it to Infratil Limited’s share registry, Link Market Services, by one of the means noted
above. Proxies must be received by Link Market Services no later than 2:30pm NZST on 23 August 2022. You can still attend the
meeting online, even if you have appointed a proxy, although you will not be able to vote if a proxy has been appointed.
2. To lodge your proxy online, go to the Link Market Services website, as noted above, and follow the instructions. You will be required to
enter your holder number and FIN (New Zealand register) or postcode (Australian register) for security purposes. A shareholder will be
taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
3. A proxy cannot be appointed online if they are appointed under a power of attorney or similar authority. The online proxy facility may
also not be suitable for shareholders that wish to appoint two proxies with different voting directions.
4. If you wish, you may appoint the Chair of the Meeting to act as your proxy. To appoint the Chair of the Meeting, enter “Chair of the
Meeting” in the space allocated in “Step 1” of this form. Subject to note 5, the Chair of the Meeting intends to vote proxies marked
“Proxy Discretion” in favour of all Resolutions.
5. Please note that a Director, or an Associated Person of a Director, appointed as Proxy (including the Chair of the Meeting), may not
exercise a discretionary vote if they have an interest in the outcome of the resolution. In that case, your vote on that resolution will be
invalid unless you tick a box directing the proxy to vote for, against or to abstain.
6. If this Proxy Form is returned duly signed by a shareholder, with voting instructions included, but without specifying a person to be
appointed as Proxy, the Chair of the Meeting is deemed to be the Proxy for the purpose of that form to the extent of the voting
instructions as provided.
7. The Proxy is appointed only for this Annual Meeting or any adjournment of this Annual Meeting.
Signing Instructions
8. If a shareholder is an individual, this form must be signed by the shareholder or his or her duly authorised attorney.
9. If the shares are held by joint shareholders, at least one of the joint shareholders must sign this form (on behalf of all joint shareholders).
If the joint shareholders appoint different voting proxies, the vote of the proxy appointed by the first named joint shareholder in the
Infratil Limited share register will be counted.
10. If a shareholder is a trust, this form must be signed by at least one trustee, in accordance with the relevant trust deed, or by an attorney
for the trust.
11. If a shareholder is a company, this form must be signed by a duly authorised officer or attorney.
12. If this Proxy Form is signed by an attorney, a copy of the power of attorney under which it is signed and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy Form when sent to Link Market Services Limited.
13. A shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each
proxy is to represent, each proxy will be entitled to exercise half of the shareholder’s votes.
Step 1: Appoint a Proxy to Vote on your Behalf
I/We, being a shareholder of Infratil Limited, hereby appoint:
or failing him/her appoint
(full name of Proxy)* (full name of Proxy)*
as my/our proxy to exercise my/our vote, in accordance with my/our directions at the Annual Meeting of the Company to be held on
25 August 2022, and at any adjournment of that Annual Meeting, and to vote on any resolutions to amend any of the resolutions, on any
resolution so amended, and on any other resolution proposed at the Annual Meeting (or any adjournment of that Annual Meeting), so
as to give effect to my/our intention as set out below, where possible.
* Please insert the name of a proxy. The Chair of the Meeting is prepared to act as proxy. If you wish to appoint the Chair of the Meeting, insert “Chair of
the Meeting” above.

3
Step 2: Voting Instructions
Should the shareholder(s) wish to direct the proxy how to vote, these Voting Instructions must be completed. Any undirected votes in
respect of a resolution where the Chair of the Meeting is appointed as Proxy, will be voted in favour of the relevant resolution, other than
where he or she is prohibited from voting on that resolution.
If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on
your behalf. If you tick the “Abstain” box for a particular resolution, you are directing your proxy NOT to vote on that resolution.
Resolutions:ForAgainstProxy
Discretion
Abstain
1That Alison Gerry be re-elected as a director of Infratil.
2That Kirsty Mactaggart be re-elected as a director of Infratil.
3That Andrew Clark be elected as a director of Infratil.
4That Infratil be authorised to issue to Morrison & Co Infrastructure Management Limited
(Morrison & Co), within the time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary shares in Infratil (Shares)
as is required to pay all or such portion of the third instalment of the 2021 Incentive Fee
(if payable) as the Board elects to pay by the issue of Shares (2021 Scrip Option), and
the Board be authorised to take all actions and enter into any agreements and other
documents on Infratil’s behalf that the Board considers necessary to complete the 2021
Scrip Option.
5That Infratil be authorised to issue to Morrison & Co Infrastructure Management Limited
(Morrison & Co), within the time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary shares in Infratil (Shares)
as is required to pay all or such portion of the second instalment of the 2022 Incentive
Fee (if payable) as the Board elects to pay by the issue of Shares (2022 Scrip Option),
and the Board be authorised to take all actions and enter into any agreements and
other documents on Infratil’s behalf that the Board considers necessary to complete
the 2022 Scrip Option.
6That the Board be authorised to fix the auditor’s remuneration.
Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask questions
during the Meeting. If you choose to participate in the Virtual Annual Meeting and would like to ask a question, you can submit a question
online after completing the online validation process. You can also submit questions via the online proxy voting platform in advance of the
meeting at vote.linkmarketservices.com/IFT.
Shareholders can also submit written questions by completing the question section below and returning this form to Link Market Services.
Questions will need to be submitted by 2:30pm NZST on Tuesday 23 August 2022. The Board will address and answer questions at the
Annual Meeting.
Question:
Signature(s) of Shareholder(s)
Shareholder 1:
Shareholder 2: Shareholder 3:
Signed this
day of 2022
Daytime Contact Number: (
)
Proxy Form/Admission Card
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the Annual Meeting as the barcode is
required for registration.