Infratil announces opening of NZ$100 million Retail Offer

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
13 June 2023
Infratil announces opening of NZ$100 million Retail Share Offer
Infratil is pleased to announce the opening of its non-underwritten Retail Share Offer (“Retail Offer”) to raise approximately
NZ$100 million (with the ability to accept oversubscriptions at Infratil’s discretion). The Retail Offer is part of the equity raise we
announced on 7 June 2023. The equity raise comprises a NZ$750 million underwritten placement of shares, and the Retail Offer
of approximately NZ$100 million. The Placement was completed on 8 June 2023 and successfully raised NZ$750 million.
Eligible shareholders (“Eligible Shareholders”) are all shareholders having an address in New Zealand or Australia as at 7.00pm
NZST / 5.00pm AEST on 6 June 2023 (“Record Date”). For the avoidance of doubt, a person in the United States is not eligible
to participate in the Retail Offer, and a person who holds shares on behalf of a person in the United States is not eligible to
participate in the Retail Offer in respect of that person.

Eligible Shareholders in New Zealand and Australia may apply for up to a maximum of NZ$80,000 and A$45,000, respectively,
worth of new shares in Infratil Limited on and in accordance with the terms and conditions in the Retail Offer Document. The price
of these shares will be the lower of the Placement share price, being NZ$9.20 per share, or a 2.5% discount to the five-day volume
weighted average price of Infratil shares traded on the NZX during the five NZX trading days up to, and including, the closing
date of the Retail Offer.
Infratil may accept oversubscriptions or scale applications at its discretion. If Infratil elects to scale applications, it will have regard
to each Eligible Shareholder’s holding of shares at the Record Date when determining how to apply its discretion. This approach
is intended to ensure, as far as is practicable, Eligible Shareholders who apply for a number of shares that will allow them to
maintain their proportionate ownership in Infratil will receive those shares.
1
Please also note that your participation may be
restricted if you already invested via the Placement.
In practical terms an Eligible Shareholder that wishes to, at minimum, maintain her proportionate shareholding in Infratil following
completion of the Retail Offer would need to subscribe for at least 127 shares for every 1,000 shares (for an application of
NZ$1,168.40) that she owns on the record date.
2

The Retail Offer is subject to the terms and conditions included in the Retail Offer Document. Eligible Shareholders are encouraged
to read the Retail Offer Document carefully, and if in any doubt about whether or not to apply for shares under the Retail Offer,
to consult with a financial or other professional advisor.
A Retail Offer Document is available to Eligible Shareholders at www.infratilshareoffer.com. All Eligible Shareholders are
encouraged to visit this website and apply for new shares online before the closing date at 5:00pm (NZST) / 3:00pm (AEST) on
Tuesday, 27 June 2023.
Eligible Shareholders who would like to receive a printed copy of the Application Form, together with the Retail Offer Document,
should contact Link Market Services at their earliest convenience on +64 9 375 5998.
The new shares will rank equally in all respects with Infratil’s existing ordinary shares.
Key dates relating to the Retail Offer are appended to this announcement.
Further information
Any enquiries should be directed to:
Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com


1
Infratil’s ability to scale in this manner is subject to the overall size of the Retail Offer and regulatory restrictions on the
number of shares that can be offered to eligible Australian shareholders.
2
Assuming that (i) the Retail Offer raises NZ$100 million (with no oversubscriptions accepted or scaling applied), and (ii) the per
share issue price in the Retail Offer is NZ$9.20 (being the per share issue price in the Placement).

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
Appendix
Key dates
3


Retail Offer Date / Time
Record date Tu esday, 6 June 2023 (7:00pm NZST / 5.00pm AEST)
Expected despatch of Retail Offer Document and Application
Form
Tu esday, 13 June 2023
Retail Offer opens Tu esday, 13 June 2023
Retail Offer closes Tu esday, 27 June 2023 (5:00pm NZST / 3.00pm AEST)
Announcement of results of Retail Offer Friday, 30 June 2023
ASX Settlement Date Monday, 3 July 2023
NZX Settlement Date Tuesday, 4 July 2023.
Allotment of shares on NZX and ASX Tu esday, 4 July 2023
Commencement of trading of shares on NZX Tu esday, 4 July 2023
Commencement of trading of shares on ASX Wednesday, 5 July 2023



IMPORTANT INFORMATION
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
The distribution of this announcement in jurisdictions outside New Zealand and Australia may be restricted by law and you should
observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
In particular, this announcement may not be distributed or released in the United States.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or
in any jurisdiction in which such an offer would be illegal. The securities to be offered and sold in the Retail Offer have not been,
and will not be, registered under the U.S. Securities Act of 1933, as amended or the securities laws of any state or other jurisdiction
of the United States. Accordingly, the securities to be offered and sold in the Retail Offer may not be offered or sold, directly or
indirectly, in the United States or to any person that is acting for the account or benefit of a person in the United States.

3
The timetable presented is indicative only and subject to changes without notice (subject to applicable laws and the NZX
Listing Rules and the ASX Listing Rules). All dates and times are New Zealand Standard Time (unless stated otherwise).

---

Retail Offer Document
This is an important document. You should read the whole document before deciding whether to subscribe for
shares in Infratil Limited. If you have any doubts as to what you should do, you should consult your financial advisor.
Not for distribution or release in the United States
13 June 2023

EligibilityYou may participate in this Retail Share Offer (“Retail Offer”) if you are a shareholder of Infratil Limited
(“Infratil") as at 7.00pm New Zealand time / 5.00pm Sydney time on Tuesday 6 June with a registered
address in New Zealand or Australia. You may not participate if you are outside New Zealand or
Australia. Similarly, if you hold Shares on behalf of a person who resides outside New Zealand or
Australia, you may not participate in respect of that person. For the avoidance of doubt, a person in the
United States is not eligible to participate in the Retail Offer, and a person who holds Shares on behalf
of a person in the United States is not eligible to participate in the Retail Offer in respect of that person.
TransferabilityThe offer made under this Retail Offer is personal to you. It cannot be transferred to another person.
Equal participationEach Eligible Shareholder has the right to apply for the maximum amount of Shares applicable in the
jurisdiction in which that Eligible Shareholder resides on the same terms and conditions as each other
Eligible Shareholder in that jurisdiction.
Application amountIf you wish to participate in this Retail Offer, you apply for a dollar amount of Shares, not for a certain
number of Shares. Eligible Shareholders can apply for Shares up to a maximum amount of
NZ$80,000 (for New Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible
Shareholders. The Shares will be issued pursuant to NZX Listing Rule 4.3.1 (Share Purchase Plan) in
respect of the first NZ$15,000 (or A$13,500) of new Shares offered and NZX Listing Rule 4.5.1
(15% Placement) in respect of up to the additional NZ$65,000 or A$31,500, as applicable, of new
Shares offered.
Issue Price of SharesThe Shares will be issued at the lower of the price paid by investors in Infratil’s recent Placement, being
NZ$9.20 per Share, and a 2.5% discount to the five day volume weighted average price of Infratil
shares traded on NZX during the five NZX trading days up to, and including, the Closing Date. If you
are a shareholder listed on Infratil’s Australian sub register, the issue price will be determined by
reference to the NZ$:A$ exchange rate published by the New Zealand Reserve Bank on its website
at 3.00pm New Zealand time on the Closing Date.
How to applyWe encourage you to apply online at www.infratilshareoffer.com.
Alternatively, you can request, complete and return a hard copy Application Form. You should read the
instructions on the Application Form carefully.
If you are a Custodian, you also need to complete and return a Custodian Certificate. To determine
whether you are a Custodian, and how to obtain a Custodian Certificate, refer to clause 4 of the Terms
and Conditions. You need to return your completed Application Form (and, if applicable, a Custodian
Certificate) to the address on the Application Form. Applications must be received by 5.00pm
New Zealand time / 3.00pm Sydney time on Tuesday 27 June 2023 to be accepted (see clause 5
of the Terms and Conditions for more information about applications).
Receiving your SharesYou will receive your Shares on or about Tuesday 4 July 2023, unless the Closing Date is extended.
Offer size and scalingInfratil is seeking to raise up to NZ$100 million under this Retail Offer, with the ability for Infratil to
accept oversubscriptions at its discretion. Infratil may scale back the number of Shares to be allotted
under this Retail Offer to each Applicant at its discretion, but will have regard to each Eligible
Shareholders' holding of Shares at the relevant Record Date when determining how to apply this
discretion (see the “Questions and Answers” section and clause 3 of the Terms and Conditions for
more information about scaling). In addition, your participation may be restricted if you already
invested via the Placement announced on 7 June 2023.
Defined words and expressions used in this document are capitalised – see Glossary for their definition.
Key Information
1

Contents
2
Contents
Important information3
Letter from the Chair4
Questions and answers6
Terms and conditions9
Glossary14
Directory15
Key Dates*
DateEventSummary
Tuesday 6 June 2023 Record Date The date on which Eligible Shareholders are determined.
Tuesday 13 June 2023Offer Opening DateRetail Offer opens for applications.
Tuesday 27 June 2023Offer Closing DateThe Retail Offer closes at 5.00pm New Zealand time /
3.00pm Sydney time, unless extended. Online applications
or Application Forms returned by mail, and payment must be
received by the Share Registrar by this time.
Friday 30 June 2023Announce results of Offer Announcement to be made on the NZX and ASX.
Monday 3 July 2023ASX Settlement DateSettlement on the ASX.
Tuesday 4 July 2023NZX Settlement DateSettlement on the NZX.
Tuesday 4 July 2023Allotment Date Shares allotted on the NZX and ASX.
Tuesday 4 July 2023Commencement of trading on NZXTrading is expected to commence on the NZX.
Tuesday 4 July 2023Dispatch DateTransaction confirmation dispatched to participating
shareholders.
Wednesday 5 July 2023Commencement of trading on ASXTrading is expected to commence on the ASX.
* Infratil reserves the right to alter the key dates (subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws).

3
Important Information
General information
This document has been prepared by Infratil in connection with an offer
of new ordinary Shares up to a maximum of:
• NZ$80,000 (for each New Zealand Eligible Shareholder or per
beneficial owner, in the case of holdings held by Custodians) pursuant
to NZX Listing Rule 4.3.1 (Share Purchase Plan) in respect of the first
NZ$15,000 of new Shares offered and NZX Listing Rule 4.5.1 (15%
Placement) in respect of the additional NZ$65,000 of new Shares
offered; and
• A$45,000 (for each Australian Eligible Shareholder or per beneficial
owner, in the case of holdings held by Custodians) pursuant to NZX
Listing Rule 4.3.1 (Share Purchase Plan) in respect of the first
A$13,500 of new Shares offered and NZX Listing Rule 4.5.1 (15%
Placement) in respect of the additional A$31,500 of new Shares
offered, ("Retail Offer").
In New Zealand, the Retail Offer is made to Eligible Shareholders under the
exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act
2013. In Australia, the Retail Offer is made to Eligible Shareholders in
accordance with ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 as amended by the ASIC Instrument 23-0443
(“ASIC Instrument”).
This document is not a product disclosure statement or prospectus or
other disclosure document and does not contain all of the information
which may be required in order to make an informed investment decision
about the Retail Offer or Infratil.
Additional information
Infratil is subject to continuous disclosure obligations under the NZX Listing
Rules. Market releases by Infratil, including its most recent financial
statements, are available at www.nzx.com and www.asx.com.au under
code “IFT”.
Infratil may, during the Retail Offer, make additional releases to NZX and
ASX. No release by Infratil to NZX or ASX will permit an applicant to
withdraw any previously submitted application without Infratil's consent,
whether or not there has been any permissible variation of the Retail Offer.
The market price for the Shares may change between the date this Retail
Offer opens, the date you apply for Shares under the Retail Offer, and the
date on which the Shares are allotted to you. Accordingly, the Issue Price
for Shares under the Retail Offer may be higher or lower than the price at
which Shares are trading on the NZX Main Board or the ASX at the time
shares are issued under the Retail Offer. The market price of new Shares
following allotment may be higher or lower than the Issue Price.
Offering restrictions
This document is intended for use only in connection with the Retail Offer
to Eligible Shareholders in New Zealand and Australia. This document
does not constitute an offer or invitation in any place in which, or to any
person to whom, it would not be lawful to make such offer or invitation.
No action has been taken to permit a public offering of the Shares in any
jurisdiction outside New Zealand and Australia. The distribution of this
document (including an electronic version) in a jurisdiction outside
New Zealand and Australia may be restricted by law and persons who
come into possession of it (including nominees, trustees or Custodians)
should seek advice on and observe any such restrictions.
No person may subscribe for, purchase, offer, sell, distribute or deliver
the Shares, or be in possession of, or distribute to any other person, any
offering material or any documents in connection with the Shares, in
any jurisdiction other than in compliance with all applicable laws and
regulations. Without limiting the foregoing, this document may not be
sent to or distributed in the United States.
This document and any accompanying announcements does not
constitute an offer to sell, or the solicitation of an offer to buy, any Shares
in the United States. The Shares to be offered and sold under the Retail
Offer have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act"), or the securities
laws of any state or other jurisdiction of the United States, and may not be
offered or sold, directly or indirectly, in the United States or to any person
acting for the account or benefit of a person in the United States (to the
extent such person is acting for the account or benefit of a person in the
United States).
Changes to the offer
Subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws,
Infratil reserves the right to alter the dates set out in this document. Infratil
reserves the right to withdraw the Retail Offer and the issue of new Shares
at any time before the Allotment Date at its absolute discretion.
No guarantee
No person named in this document (nor any other person) guarantees the
Shares to be issued pursuant to the Retail Offer or warrants the future
performance of Infratil or any return on any investment made pursuant to
this document.
Decision to participate in the retail offer
The information in this document does not constitute a recommendation
to acquire Shares or financial product advice. This document has been
prepared without taking into account the investment objectives, financial,
or taxation situation or particular needs of any Applicant or investor.
Privacy
Any personal information you provide online or on the Application Form will
be held by Infratil and/or the Share Registrar at the address set out in the
Directory. This information will be used for the purposes of administering
your investment in Infratil. This information will only be disclosed to third
parties with your consent or if otherwise required by law. Under the Privacy
Act 2020 (NZ) or the Privacy Act 1988 (Cth) (as applicable), you have the
right to access and correct any personal information held about you.
Enquiries
For enquiries about the Retail Offer, please contact Infratil’s Share
Registrar (refer to page 15 for contact details).
Defined terms
Capitalised terms used in this document have the specific meaning given
to them in the Glossary at the back of this document. Words importing the
plural include the singular and vice versa.

4
Letter from the Chair
Dear Fellow Shareholder,
On behalf of the Infratil Board of Directors, it is my pleasure to offer Eligible Shareholders the opportunity to subscribe for new ordinary shares in Infratil
through this Retail Offer. This opportunity gives all Eligible Shareholders the chance to purchase up to NZ$80,000 / A$45,000 of new Infratil shares
without incurring brokerage or other transaction costs. Eligible Shareholders are all persons who were recorded in Infratil's share register as being a
holder of Infratil shares and having an address in New Zealand or Australia as at 7.00pm New Zealand time / 5.00pm Sydney time on 6 June 2023.
Purpose of the offer
The Retail Offer is part of the equity raise we announced on 7 June 2023. The equity raise comprises a NZ$750 million underwritten
1
placement of shares,
and a Retail Offer of NZ$100 million (with the ability to accept oversubscriptions at Infratil’s discretion). The Placement was completed on 8 June 2023
and successfully raised NZ$750 million.
The proceeds of the offer will be used to partially fund Infratil’s acquisition of an additional 49.95% of One NZ for $1.8 billion, increasing Infratil’s
ownership of One NZ to 99.9%. Further investment in One NZ is strategically and financially compelling for Infratil shareholders. One NZ is a high quality
asset we know well. Since our acquisition of a stake in One NZ in 2019 we have transformed One NZ into a high performing digital services and
connectivity company which is “winning where it matters”. One NZ today holds a leading market position in both mobile and fixed broadband and is
delivering growth across multiple segments. The business has strong momentum from the recent rebrand and it is the right time for us to invest further.
Increasing New Zealand ownership of One NZ under Infratil provides One NZ enhanced flexibility and a renewed focus on long term value creation to
support One NZ’s continued success.
Further One NZ investment increases our portfolio weighting to digital infrastructure and connectivity, in line with our strategic focus on ‘ideas that
matter’, and strengthens Infratil’s cash generative core to support Infratil’s development platforms. Infratil now holds a global portfolio of investments in
digital infrastructure and connectivity, renewables, healthcare and airports, with a pipeline of exciting further investment opportunities.
How you can participate in the Offer
The Retail Offer will provide an opportunity for Eligible Shareholders to increase the number of shares they hold in Infratil and to take advantage of the
discount at which the new shares will be issued under the Retail Offer, relative to the trading price prior to the announcement of the Equity Raising.
Participation in the Retail Offer is optional and is structured to enable non-institutional shareholders to maintain their relative shareholdings if they desire
to participate, allowing the vast majority of shareholders to apply for their equivalent pro-rata amount if they wish.
The Retail Offer will enable all Eligible Shareholders in New Zealand and Australia to participate in the equity raising and acquire new shares in Infratil at
the same price or lower than the Placement. The price per share under the Retail Offer will be the lower of:
• NZ$9.20, being the price new Shares were issued in the Placement; or
• a 2.5% discount to the five day volume weighted average price of Infratil shares traded on the NZX during the five trading days up to, and including,
the Closing Date.
Each Eligible Shareholder may elect to subscribe for up to NZ$80,000 / A$45,000, although the amount received may be subject to scaling. Australian
Eligible Shareholders are entitled to apply for a lower amount than New Zealand Eligible Shareholders because Australian legal rules limited Infratil’s ability
to offer Shares to Australian investors. Infratil sought specific ASIC permission to allow the normal cap of A$30,000 for Australian investors to be
extended to match New Zealand investors, and ASIC was prepared to grant some but not all of that request. Infratil may scale back the number of Shares
to be allotted under this Retail Offer to each Applicant at its discretion, but will have regard to each Eligible Shareholders' holding of Shares at the relevant
Record Date when determining how to apply this discretion. The process for scaling is explained further in the “Questions and Answers” section and
clause 3 of the Terms and Conditions.
Please note that if the Retail Offer is oversubscribed, applications may be scaled back. Infratil expects to apply scaling so that, as far as is practicable,
shareholders who apply for a number of Shares that will allow them to maintain their proportionate ownership in Infratil will receive those Shares (subject
to the overall size of the Retail Offer and regulatory restrictions on the number of Shares that can be offered to Australian Eligible Shareholders). Please
also note that your participation may be restricted if you already invested via the Placement.
In practical terms an Eligible Shareholder that wishes to, at minimum, maintain her proportionate shareholding in lnfratil following completion of the Retail
Offer would need to subscribe for at least 127 shares for every 1,000 shares (for an application of NZ$1, 168.40) that she owns on the record date.²
1. The Placement is fully underwritten, other than in respect of pre-committed pro rata participation in the Placement by interests associated with Morrison & Co and related parties amounting to
$43.7 million worth of new shares in the aggregate.
2. Assuming that (i) the Retail Offer raises NZ$100 million (with no oversubscriptions accepted or scaling applied), and (ii) the per share issue price in the Retail Offer is NZ$9.20 (being the per share
issue price in the Placement).

Details of the Retail Offer, including terms and conditions of the offer and an explanation of how Eligible Shareholders can participate, are contained in
this Offer Document and the Application Form. All documents relating to the Retail Offer, as well as the Investor Presentation for the Placement that was
released on 7 June 2023, are available online to Eligible Shareholders at www.infratilshareoffer.com. If you wish to participate in the Retail Offer, please
ensure that your Application Form (and if you are a Custodian, your Custodian Certificate) is completed and received by Infratil's Share Registrar, Link
Market Services Limited, no later than 5:00pm New Zealand time / 3:00pm Sydney time on 27 June 2023. Given the present uncertainties with respect
to postal timing, we strongly encourage all shareholders that wish to participate to apply online.
Shares under the Retail Offer are expected to be allotted on or around Tuesday 4 July 2023 and will rank equally with all existing Infratil shares on issue at
that date.
Conclusion
This Offer Document contains important information about the Retail Offer. I encourage you to read it carefully and take the time to consider the offer and
seek financial, investment, or other professional advice from a qualified professional advisor.
The Board and management team remain excited about the future for Infratil and its current growth prospects, having delivered sustained excellent value
to shareholders over the last 29 years by offering exposure to a diversified portfolio of global infrastructure assets. Reflecting their commitment,
I am pleased to confirm that all Infratil Directors that are Eligible Shareholders intend to participate in the equity raise.
On behalf of the Board, I welcome your participation in the Retail Offer and thank you for your continued support of Infratil.
Yours sincerely,
Alison Gerry
Chair, Infratil Limited
5

6
Questions and Answers
Defined words and expressions used in this retail offer document are
capitalised - see the glossary for their definition. These questions and
answers are a summary only and you should refer to the terms and
conditions for further information.
1. WHAT IS THE OFFER?
The Retail Offer allows Eligible Shareholders to purchase Shares in Infratil
without incurring brokerage or other transaction costs. You are eligible to
participate in the Retail Offer if you are a shareholder of Infratil and:
a) you were registered as a holder of fully paid Shares at the relevant time
on the Record Date, which is 7.00pm New Zealand time / 5.00pm
Sydney time on Tuesday 6 June 2023; and
b) your registered address is in New Zealand or Australia; and
c) you do not hold the Shares on behalf of another person who resides
outside of New Zealand or Australia.
In particular, Shareholders in the United States are not eligible to
participate in the Retail Offer. Similarly, Shareholders (including trustees,
Custodians and nominees) who hold Shares on behalf of persons in the
United States, or are acting for the account or benefit of persons in the
United States, are not eligible to participate in the Retail Offer on behalf
of those persons.
2. WHAT IS THE PRICE OF THE SHARES AND HOW
MANY CAN I PURCHASE?
The Issue Price will be the lower of:
• NZ$9.20, being the price paid by investors in Infratil’s recent
Placement (representing a discount of 8.9% to the closing price of
Infratil Shares on the NZX of NZ$10.10 on Tuesday 6 June 2023); and
• a 2.5% discount to the five day volume weighted average price of
Infratil shares traded on NZX during the five NZX trading days up to,
and including, the Closing Date.
The Issue Price determined above is a New Zealand dollar amount. If you
apply for an Australian dollar amount of Shares, Infratil will convert the
New Zealand dollar Issue Price to Australian dollars at the NZ$:A$
exchange rate published by the New Zealand Reserve Bank on its website
at 3.00pm New Zealand time on the Closing Date. The market price of the
Shares may change between the Opening Date, the date you apply for
Shares under the Retail Offer, and the Allotment Date. The risks associated
with this potential market fluctuation are described in question 7 below.
You may apply for a maximum amount of NZ$80,000 (for New Zealand
Eligible Shareholders) or A$45,000 (for Australian Eligible Shareholders)
of new Shares under the Retail Offer.
In practical terms an Eligible Shareholder that wishes to, at minimum,
maintain her proportionate shareholding in lnfratil following completion of
the Retail Offer would need to subscribe for at least 127 shares for every
1,000 shares (for an application of NZ$1, 168.40) that she owns on the
record date.
1
If you wish to participate in the Retail Offer, you should complete the
Application Form in accordance with the instructions set out in question 8
below and elect a payment method, for the exact dollar amount applied
for on the Application Form. If you are a Custodian, you will also need to
complete and lodge together with your Application Form a Custodian
Certificate. To determine whether you are a Custodian, and how to obtain
a Custodian Certificate, refer to clause 4 of the Terms and Conditions.
Infratil is inviting applications for up to NZ$100 million of Shares under the
Retail Offer, with the ability for Infratil to accept oversubscriptions at its
discretion.
Infratil reserves the right to, at its absolute discretion, scale any application
for Shares under the Retail Offer. Infratil’s intention is that all Applicants (or
the relevant beneficial owner(s)) who applied for not less than their
Proportionate Entitlement will be allotted their Proportionate Entitlement
(subject to overall size of the Retail Offer and the maximum application
amount per Eligible Shareholder).
Without limiting Infratil’s absolute discretion, Infratil expects to apply
scaling in the following two situations.
• Applicants are entitled to apply for more Shares than their (or the
relevant beneficial owner’s) Proportionate Entitlement (up to the
maximum amount of NZ$80,000 (for New Zealand Eligible
Shareholders) or A$45,000 (for Australian Eligible Shareholders)) but
if they do so Infratil may scale back their application to reflect their
Proportionate Entitlement.
• If the Retail Offer is oversubscribed Infratil may also scale back
applications so Applicants (or the relevant beneficial owner(s) receive
Shares on a basis that is proportionate to the number of Infratil Shares
held by the Applicant (or the relevant beneficial owner(s)) on the
relevant Record Date relative to other participants in the capital raising
of which the Retail Offer forms part.
Either approach means that the effective scaling may differ between
Applicants, and individual Applicants will be scaled more or less than the
Retail Offer as a whole. In this case, an Applicant who applies for close to
their Proportionate Entitlement may not be scaled, or scaled by a small
proportion, but an Applicant who applies for much more than their
Proportionate Entitlement will be scaled much more.
In addition, your participation may be restricted if you already invested via
the Placement.
If your application is scaled back by Infratil, your application monies will be
greater than the amount of new Shares you will be allotted at the Issue
Price and a refund will be issued in accordance with clause 6 of the Terms
and Conditions.
Any fractional Shares allocated under the Retail Offer will be rounded
down to the nearest whole number of Shares and Infratil will retain any
difference due to rounding.
All Shares issued under the Retail Offer will be ordinary Shares of Infratil.
Shareholders who subscribe under the Retail Offer will be eligible to
participate in any future dividends to be declared by Infratil.
3. WHY IS THERE A MAXIMUM APPLICATION
AMOUNT?
The Retail Offer needs to comply with the conditions imposed by the NZX
Listing Rules and ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 as amended by the ASIC Instrument. The offer of
Shares pursuant to the Retail Offer, up to a maximum value of NZ$80,000
per New Zealand Eligible Shareholders and A$45,000 per Australian
Eligible Shareholders, is being undertaken:
• under NZX Listing Rules 4.3.1 (Share Purchase Plan) and 4.5.1 (15%
Placements);
• in New Zealand, under the exclusion in clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013; and
1. Assuming that (i) the Retail Offer raises NZ$100 million (with no oversubscriptions accepted or scaling applied), and (ii) the per share issue price in the Retail Offer is NZ$9.20 (being the per share issue
price in the Placement)

7
• in Australia, in accordance with the conditions imposed by relief
granted by ASIC under ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 as amended by the ASIC
Instrument (including that an Eligible Shareholder in Australia must
not be issued more than NZ$50,000 of Shares in any consecutive
12-month period (being equivalent to approximately A$45,000)).
If you apply for an Australian dollar amount of Shares, and the exchange
rate varies such that the Australian dollar amount you applied for exceeds
the NZ$50,000 regulatory limit (on the basis of the NZ$:A$ exchange
rate published by the New Zealand Reserve Bank on its website at 3.00pm
New Zealand time on the Closing Date), Shares having a total issue price
equal to NZ$50,000 (converted in accordance with clause 3.3 of the
Terms and Conditions), which may be less than A$45,000, will be issued
to you and you will be refunded the excess cash amount. For the
avoidance of doubt, nothing in this question 3 limits Infratil’s ability to scale
acceptances as set out in clause 3 and 6 of the Terms and Conditions.
4. WHAT RIGHTS WILL THE SHARES HAVE?
Shares under the Retail Offer will rank equally with existing Shares quoted
on the NZX and ASX, with the same voting rights, dividend rights and other
entitlements.
5. WHAT IF I OWN SHARES THROUGH A TRUSTEE
OR CUSTODIAN OR OWN SHARES IN MORE
THAN ONE CAPACITY?
If you own Shares through a trustee or Custodian (and are otherwise
eligible to participate in the Retail Offer), then subject to certain
certification requirements and other conditions, you may instruct the
trustee or Custodian to purchase Shares on your behalf, up to the
NZ$80,000 (for New Zealand Eligible Shareholders) and A$45,000
(for Australian Eligible Shareholders). If you own Shares through a trustee
or Custodian and also own Shares in your own name, then you may
either purchase Shares yourself or instruct your trustee or Custodian
to purchase Shares on your behalf. You may not do both.
If you receive more than one copy of this document, or if you hold Shares
in more than one capacity (e.g. because you are both a sole and joint
holder of Shares), the maximum amount you may apply to invest under
the Retail Offer in all capacities, and in aggregate, is NZ$80,000 (for
New Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible
Shareholders). You may not purchase some Shares on your own behalf
and some Shares as a joint holder. By applying to purchase Shares under
the Retail Offer, you represent that you have not exceeded this
NZ$80,000 limit (for New Zealand Eligible Shareholders) or A$45,000
limit (for Australian Eligible Shareholders).
If you are an Eligible Shareholder and hold Shares as Custodian, you may
apply for up to NZ$80,000 (for New Zealand Eligible Shareholders) and
A$45,000 (for Australian Eligible Shareholders) worth of new Shares for
each beneficiary for whom you, directly or indirectly, act as Custodian
provided that you complete, and submit, together with the Application
Form, a certificate (Custodian Certificate) certifying each of the matters
set out in section 4.4 of the Terms and Conditions of this Retail Offer.
Each trustee and Custodian must not participate in the Retail Offer on
behalf of, and must not distribute this Retail Offer Booklet or any other
document relating to the Retail Offer to, any person in the United States
or any person acting for the account or benefit of a person in the United
States. In the event that a trustee, Custodian or other nominee is acting
for the account or benefit of a person in the United States, it is not
permitted to participate in the Retail Offer in respect of that person.
6. IS THIS OFFER TRANSFERABLE TO ANOTHER
PERSON?
No. This Offer is personal to you and non-renounceable, so if you elect not
to purchase any Shares under the Retail Offer you may not transfer your
right to purchase Shares under the Retail Offer to anyone else.
7. WHAT ARE THE RISKS OF INVESTING UNDER THE
RETAIL OFFER AND WHAT IF I CHOOSE NOT TO
PARTICIPATE IN THE RETAIL OFFER?
The market price for the Shares may change between the Opening Date,
the date you apply for Shares under the Retail Offer, and the Allotment
Date. Accordingly, the price paid under the Retail Offer may be higher or
lower than the price at which Shares in Infratil are trading on the NZX and
ASX at the time the Shares are issued to you under the Retail Offer. The
Share price is quoted on the NZX website: www.nzx.com and ASX
website: www.asx.com.au.
Eligible Shareholders may choose to subscribe for up to NZ$80,000
(for New Zealand Eligible Shareholders) and A$45,000 (for Australian
Eligible Shareholders) of Shares pursuant to the Retail Offer. While Infratil
has attempted to make the Retail Offer as fair as possible for Eligible
Shareholders by providing for the individual application cap to be
NZ$80,000 (for New Zealand Eligible Shareholders) and A$45,000
(for Australian Eligible Shareholders) of Shares participation in the Retail
Offer may not allow you to maintain your Proportionate Entitlement.
Even if you participate in the Retail Offer, your proportionate shareholding
in Infratil may change. Large shareholders may not be able to obtain
sufficient Shares to maintain their percentage shareholding, while smaller
shareholders may be able to increase their percentage shareholding.
If you do not subscribe for any Shares under the Retail Offer, and other
shareholders do subscribe for Shares, then your percentage shareholding
in Infratil will be reduced.
8. HOW DO I APPLY FOR SHARES UNDER THE
RETAIL OFFER?
If you wish to participate in the Retail Offer, you can do so online at
www.infratilshareoffer.com. Alternatively, please follow the step-by-step
instructions set out on the reverse of the enclosed personalised
Application Form. If you are not applying online, return your completed
Application Form (and, if applicable, your Custodian Certificate) with your
payment to the designated address.
By applying to purchase Shares under the Retail Offer, you represent that
you have not exceeded the NZ$80,000 limit (for New Zealand Eligible
Shareholders) or the A$45,000 limit (for Australian Eligible Shareholders).
If the exact amount of money is not tendered, Infratil reserves the right not
to accept all or part of your payment. In those circumstances, Infratil will
return your Application Form (and, if applicable, your Custodian
Certificate) and refund all or part of your payment without interest.
If an Application Form is rejected, all of the amounts paid will be refunded
to the relevant Applicant. If applications are scaled back, the Applicant will
receive the number of Shares at the Issue Price accepted by Infratil
following any applicable scaling and a refund of the balance of the relevant
payment amount. All refunds will be made without interest. Any amount
lesser than $5 due to scaling or rounding will be retained by Infratil.
Refunds will be issued within five business days following the Allotment
Date (see clause 6 of the Terms and Conditions for more information).
You will not be able to withdraw or revoke your Application Form once you
have sent it in.

8
9. HOW LONG IS THE RETAIL OFFER OPEN AND WHEN
WILL I RECEIVE MY SHARES?
The Retail Offer opens on Tuesday 13 June 2023 and is expected to close at
5.00pm New Zealand time / 3.00pm Sydney time on Tuesday 27 June 2023,
unless extended. If you want to participate, you should ensure your
application and payment is received by 5.00pm New Zealand time / 3.00pm
Sydney time on Tuesday 27 June 2023. If you are returning your Application
Form by mail, please allow adequate time for mail deliveries to be received.
Applications received after this time may not be accepted. Online applications
are encouraged.
You will receive Shares issued to you under the Retail Offer on the Allotment
Date, which is currently expected to be on or around Tuesday
4 July 2023. Confirmation of the number of Shares issued to you under
the Retail Offer will be sent on the Dispatch Date, currently expected to
be on or around Tuesday 4 July 2023.

9
Terms and Conditions
If you apply to participate in the Retail Offer by completing the Application
Form (and, if applicable, a Custodian Certificate) online or by mail, you are
accepting the risk that the market price of shares may change between
the opening date, the date you apply for shares under the Retail Offer, and
the Allotment Date. This means that it is possible that up to or after the
Allotment Date, you may be able to buy shares on the NZX or the ASX at a
lower price than the issue price.
1. Offer timetable
Record Date:Eligible Shareholders registered at 7.00pm New Zealand time /5.00pm Sydney time on Tuesday 6 June
2023 may participate in the Retail Offer.
Opening Date:The Retail Offer opens on Tuesday 13 June 2023.
Closing Date:The Retail Offer closes at 5.00pm New Zealand time / 3.00pm Sydney time on Tuesday 27 June 2023,
unless extended. Online applications or Application Forms returned by mail, and payment in accordance
with the instructions provided must be received by the Share Registrar by this time. Application Forms may,
at Infratil’s option, not be processed or held to be valid if they have not been received by this time.
Announcement of Results Date:The completion and results of the Retail Offer will be announced on the NZX and ASX on Friday 30 June 2023.
ASX Settlement Date:Settlement on the ASX on Monday 3 July 2023.
NZX Settlement Date:Settlement on the NZX on Tuesday 4 July 2023.
Allotment Date:The Shares are proposed to be allotted on or around Tuesday 4 July 2023, unless the Closing Date is
extended.
NZX Commencement of trading:Infratil expects the Shares will commence trading on the NZX on the Allotment Date.
Dispatch Date:Infratil expects that a transaction confirmation will be dispatched to you on or around Tuesday 4 July 2023.
ASX Commencement of trading:Infratil expects the Shares will commence trading on the ASX on Wednesday 5 July 2023.
We encourage you to seek your own financial advice regarding your
participation in the Retail Offer.
Consistent with the representations, warranties and acknowledgements
contained in these terms and conditions and the Application Form, you
may not submit any completed Application Forms for any person outside
Australia or New Zealand. Failure to comply with these restrictions may
result in a violation of applicable securities laws.
Subject to the NZX Listing Rules and ASX Listing Rules, Infratil has a
discretion to change, at any time, any of the Closing Date, the Allotment
Date and the Dispatch Date (notwithstanding that the Retail Offer has
opened, or applications have been received) by lodging a revised
timetable with NZX and ASX.
2. Eligible shareholders
2.1. You may participate in the Retail Offer if you are an Eligible
Shareholder. Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes of determining
whether they are an Eligible Shareholder and the certification on
the Application Form is taken to have been given by all of them.
2.2. If you are an Eligible Shareholder, your rights under this Retail
Offer are personal to you and non-renounceable, so you may not
transfer them.
2.3. Infratil accepts no liability where an Eligible Shareholder does not
receive an Application Form, or does not receive the Application
Form in time.
2.4. Shareholders who are in the United States or are elsewhere
outside of New Zealand or Australia are not entitled to
participate in the Retail Offer. Similarly, Shareholders who hold
Shares on behalf of persons who are in the United States, or on
behalf of persons who reside elsewhere outside New Zealand or
Australia, are not entitled to participate in the Retail Offer on
behalf of those persons.
3. Issue price and number of shares
3.1. The Issue Price for Shares under the Retail Offer is the lower of:
(a) NZ$9.20, being the price payable by investors in Infratil’s
recent Placement (representing a discount of 8.9% to the
closing price of Infratil Shares on the NZX of NZ$10.10 on
Tuesday 6 June 2023); and
(b) a 2.5% discount to the five day volume weighted average
price of Infratil shares traded on NZX during the five NZX
trading days up to, and including, the Closing Date.
3.2. Eligible Shareholders may apply to purchase an amount of
Shares up to a maximum amount of NZ$80,000 (for New
Zealand Eligible Shareholders) and A$45,000 (for Australian
Eligible Shareholders), by filling in the appropriate box on the
Application Form. Any fractional Shares allocated under the
Retail Offer will be rounded down to the nearest whole number
of Shares.
3.3. The Issue Price is a New Zealand dollar amount. If you apply for
an Australian dollar amount of Shares, Infratil will convert the
New Zealand dollar Issue Price to Australian dollars at the
NZ$:A$ exchange rate published by the New Zealand Reserve
Bank on its website at 3.00pm New Zealand time on the Closing
Date. The market price of the Shares may change between the
Opening Date, the date you apply for Shares under the Retail
Offer, and the Allotment Date.

10
3.4. If you apply for an Australian dollar amount of Shares, and
the exchange rate varies such that the Australian dollar
amount you applied for exceeds the NZ$50,000 regulatory
limit (on the basis of the NZ$:A$ exchange rate published by
the New Zealand Reserve Bank on its website at 3.00pm
New Zealand time on the Closing Date), Shares having a total
issue price equal to NZ$50,000 (converted in accordance with
clause 3.3), which may be less than A$45,000, will be issued to
you and you will be refunded the excess cash amount. For the
avoidance of doubt, nothing in this clause 3.4 limits Infratil’s
ability to scale acceptances as set out in clause 3 and 6 of the
Terms and Conditions.
3.5. Eligible Shareholders may only make a single application for
Shares under the Retail Offer. This applies to all Eligible
Shareholders, including those who receive more than one offer
under the Retail Offer (for example, because they hold Shares in
more than one capacity) and including whether the Eligible
Shareholder is applying through a Custodian or on his or her own
behalf. Accordingly, if you own Shares through a trustee or
Custodian and also own Shares in your own name, then you may
either purchase Shares yourself or instruct your trustee or
Custodian to purchase Shares on your behalf. You may not do
both.
3.6. Infratil is inviting applications for up to NZ$100 million of Shares,
with absolute discretion for Infratil to accept oversubscriptions at
its sole discretion. Infratil reserves the right to scale back
applications at its absolute discretion, but will have regard to
each Eligible Shareholder's holding of Shares at the relevant
Record Date when determining how to apply this discretion.
3.7. To the maximum extent permitted by law, Infratil, the Placement
Lead Managers and each of their respective related bodies
corporate and affiliates, and each of their respective directors,
officers, partners, employees, representatives and agents,
disclaim all liability, including for negligence, for any failure to
obtain any particular exchange rate, or any movements in
exchange rates, if exchanging the New Zealand Issue Price of
Shares into Australian dollars, or any decision relating to
accepting oversubscriptions, allocation of Shares, or scaling.
Any decision made by Infratil as to the allocation of Shares under
the Retail Offer is made at Infratil’s absolute discretion.
4. Custodians
4.1. Under the Retail Offer, a Custodian is any Eligible Shareholder:
(a) in the case of any Eligible Shareholder having a registered
address in New Zealand, that:
(i) is a trustee corporation or a nominee company and
holds Shares in Infratil by reason only of acting for
another person in the ordinary course of business of that
trustee corporation or nominee company; or
(ii) holds Shares in Infratil by reason only of being a bare
trustee of a trust to which the Shares are subject.
(b) in the case of any Eligible Shareholder having a registered
address in Australia, provides a custodial or depository
service in relation to shares of Infratil and who:
(i) holds an Australian financial services licence covering
the provision of a custodial or depository service;
(ii) is exempt from the requirement to hold an Australian
financial services licence covering the provision of a
custodial or depository service;
(iii) holds an Australian financial services licence covering
the operation of an IDPS (as defined in ASIC Class Order
[CO 13/763]) or is a responsible entity of an IDPS-like
scheme (as defined in ASIC Class Order [CO 13/762]);
(iv) is a trustee of a self-managed superannuation fund or a
superannuation master trust; or
(v) is a registered holder of Shares and is noted on the
register of members of Infratil as holding the Shares on
account of another person.
4.2. Custodians may apply to purchase Shares for an amount greater
than NZ$80,000 (for New Zealand resident beneficial owners)
and A$45,000 (for Australian resident beneficial owners),
provided that the Custodian only applies for no more Shares
than collectively have an aggregate application price of
NZ$80,000 / A$45,000 for each beneficial owner for whom
the Custodian acts as a Custodian. Each beneficial owner may
only direct the Custodian to apply on behalf of that beneficial
owner for a single share parcel.
4.3. Custodians must confirm to Infratil that they are holding Shares
as a Custodian for one or more beneficial owners and certify the
matters described in clause 4.4 below by providing a Custodian
Certificate together with the Custodian’s Application Form. To
request a Custodian Certificate, or if you would like further
information on how to apply for Shares as a Custodian, you
should contact Infratil’s Share Registrar, Link Market Services
Limited, at any time from 8:30am to 5.00pm New Zealand time
/ 6.30am to 3.00pm Sydney time (Monday to Friday) prior to
the Closing Date on Tuesday 27 June 2023.
4.4. If a Custodian applies to purchase Shares on behalf of one or
more beneficial owners, the Custodian must certify to Infratil in
writing the following matters in the form and manner set out in
the Custodian Certificate (available on request from the Share
Registrar):
(a) that the Custodian holds Shares on behalf of:
(i) one or more other persons (who would be Eligible
Shareholders if they held Shares directly) that are not
Custodians; and /or
(ii) another Custodian (“Downstream Custodian”) that
holds beneficial interests in Shares on behalf of one or
more other persons (who would be Eligible Shareholders
if they held Shares directly) to which those interests
relate, at 7.00pm New Zealand time / 5.00pm Sydney
time on Tuesday 6 June, each, a “Participating
Beneficiary”, who have subsequently instructed the
Custodian, and/or the Downstream Custodian, to apply
for Shares under the Retail Offer on their behalf;
(b) the number of Participating Beneficiaries and their names
and addresses;
(c) the number of Shares that the Custodian holds on behalf of
each Participating Beneficiary;
(d) the dollar amount of Shares that each Participating
Beneficiary has instructed the Custodian, either directly or
indirectly through a Downstream Custodian, to apply for on
their behalf;

11
(e) that there are no Participating Beneficiaries in respect of
which the total of the application price for the following
exceeds NZ$80,000 (in relation to New Zealand
Participating Beneficiaries) or A$45,000 (in relation to
Australian Participating Beneficiaries):
(i) the application price for new Shares applied for on their
behalf under the Retail Offer; and
(ii) the application price for any other Shares issued to the
Custodian (as a result of an instruction given to the
Custodian or a Downstream Custodian) for that
Participating Beneficiary under any arrangement similar
to the Retail Offer in the 12 months prior to the
application for new Shares under the Retail Offer;
(f) that a copy of this document was given to each Participating
Beneficiary;
(g) where the Custodian holds Shares on behalf of a
Participating Beneficiary indirectly, through one or more
Downstream Custodians, the name and address of each
Downstream Custodian; and
(h) that the beneficial owner on whose behalf the Custodian is
submitting an Application Form is not making an application
as an Eligible Shareholder for Shares under the Retail Offer,
and no other Custodian is submitting an Application Form
under the Retail Offer for that beneficial owner.
4.5. A Custodian may not participate in the Retail Offer on behalf of,
or distribute this Retail Offer Booklet or any other document
relating to the Retail Offer to, any person in the United States or
any person acting for the account or benefit of a person in the
United States.
5. Completing the application form and paying for
shares
5.1. If you are an Eligible Shareholder and you wish to participate in
the Retail Offer, you must complete the online Application Form
at www.infratilshareoffer.com and make payment in accordance
with the instructions provided. Alternatively, request, complete
and return by mail a printed Application Form together with
payment in accordance with the instructions set out in the
Application Form. If you are a Custodian, you must following the
same process but you must also complete a Custodian
Certificate which may be obtained from Infratil’s Share Registrar,
Link Market Services Limited, as noted in paragraph 4.3 above.
5.2. Eligible Shareholders should make payment for the exact dollar
amount applied for on the Application Form, in accordance with
the share parcel selected.
5.3. To be valid, your application (and, if applicable, Custodian
Certificates) and payment must be received by Link Market
Services Limited by 5.00pm New Zealand time / 3.00pm
Sydney time on Tuesday 27 June 2023. Application Forms (and, if
applicable, Custodian Certificates) or payment received after
that date will only be accepted at Infratil’s discretion. Printed
Application Forms (and, if applicable Custodian Certificates)
should be returned in the following manners:
BY EMAIL: applications@linkmarketservices.com
(Please use “Infratil Retail Offer” as the subject of the
email)
Direct debit application only
BY FAX: +64 9 375 5990
Direct debit application only
BY MAIL: Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
or
Link Market Services Limited
Locked Bag A14
Sydney South
NSW 1235
Australia
6. Infratil’s discretion to accept or reject applications
6.1. Infratil has discretion to accept or reject your Application Form to
purchase Shares under the Retail Offer, including (without
limitation) if:
(a) your Application Form or Custodian Certificate (if
applicable) is incorrectly completed or incomplete or
otherwise determined by Infratil to be invalid;
(b) your payment is dishonoured or has not been completed
correctly;
(c) it appears that you are applying to buy more than
NZ$80,000 (for New Zealand Eligible Shareholders) and
A$45,000 (for Australian Eligible Shareholders) (in
aggregate) of Shares (except if you are a Custodian
applying on behalf of more than one beneficial owner in
accordance with clause 4.2);
(d) your Application Form, Custodian Certificate (if applicable)
or payment is received after the Closing Date. While Infratil
has discretion to accept late Application Forms, Custodian
Certificates (if applicable) and payments, there is no
assurance that it will do so. Late Application Forms,
Custodian Certificates (if applicable) and payments, if not
processed, will be returned to you at your registered
address. No interest will be paid on any application money
returned to you;
(e) Infratil believes that you are not an Eligible Shareholder or
Custodian; or
(f) Infratil considers that your application does not comply with
these Terms and Conditions.
6.2. Infratil reserves the right to accept oversubscriptions at its
absolute discretion.
6.3. Infratil reserves the right to scale back at its absolute discretion
any application for Shares under the Retail Offer, but will have
regard to each Eligible Shareholder's holding of Shares at the
relevant Record Date when determining how to apply this
discretion.
6.4. If an application is rejected, all of the relevant amounts will be
refunded to the Applicant. If applications are scaled back, the
Applicant will receive the number of Shares at the Issue Price in
respect of which the application is accepted and a refund of the
balance of the relevant application payment. All refunds will be
made without interest.
6.5. Any difference less than $5 due to scaling or rounding will be
retained by Infratil and not refunded.

12
6.6. Refunds will be made by direct credit to the bank account held
by Infratil’s Share Registrar, Link Market Services Limited.
Refunds will be issued within five business days following the
Allotment Date.
7. Significance of sending in an application
7.1. If you apply to participate in the Retail Offer by completing and
returning the Application Form either by mail or online (and, if
applicable a Custodian Certificate):
(a) your application, on these Terms and Conditions, will be
irrevocable and unconditional (i.e. it cannot be withdrawn);
(b) you certify to Infratil that you are an Eligible Shareholder
entitled to apply for Shares under these Terms and
Conditions;
(c) you agree to be bound by the Constitution of Infratil;
(d) you certify to Infratil that you are not applying for Shares
under the Retail Offer with a total application price in excess
of NZ$80,000 (for New Zealand Eligible Shareholders) and
A$45,000 (for Australian Eligible Shareholders) or:
(i) any other Shares issued to you under the Retail Offer or
any similar arrangement in the 12 months before the
application;
(ii) any other Shares under the Retail Offer which you have
instructed a Custodian to acquire on your behalf under
the Retail Offer; and
(iii) any other Shares issued to a Custodian in the 12 months
before the application as a result of an instruction given
by you to the Custodian to apply for Shares on your
behalf under an arrangement similar to the Retail Offer;
(e) you understand that if you are an Australian Eligible
Shareholder, the Retail Offer is being made to you pursuant
to ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 as amended by the ASIC Instrument,
which limits the amount of Shares that may be issued under
to you under that instrument in any consecutive 12-month
period to no more than NZ$50,000 (being equivalent to
approximately A$45,000);
(f) without limiting Infratil's discretion to accept or reject
applications in section 6 above, you authorise Infratil (and its
officers or agents) to correct any error in, or omission from,
your Application Form (and, if applicable, your Custodian
Certificate) and to complete the Application Form (and, if
applicable, the Custodian Certificate) by the insertion of any
missing details;
(g) you acknowledge that Infratil may at any time irrevocably
determine that your Application Form (and, if applicable,
your Custodian Certificate) is valid, in accordance with
these Terms and Conditions, even if the Application Form
(or, as applicable, your Custodian Certificate) is incomplete,
contains errors or is otherwise defective;
(h) you acknowledge that none of Infratil, its advisers or agents
has provided you with investment advice or financial
product advice, and that none of them has an obligation to
provide advice concerning your decision to apply for and
purchase Shares under the Retail Offer;
(i) you acknowledge the risk that the market price for the
Shares may change between the Opening Date, the date
you apply for Shares under the Retail Offer, and the
Allotment Date. A change in market price during this period
may affect the Issue Price or value of the Shares you receive
under the Retail Offer;
( j) you acknowledge that Infratil is not liable for any exercise of
its discretions referred to in these Terms and Conditions;
(k) you irrevocably and unconditionally agree to these Terms
and Conditions and agree not to do any act or thing which
would be contrary to the spirit, intention or purpose of the
Retail Offer;
(l) you represent that you are not in the United States and you
are not acting for the account or benefit of a person in the
United States (or, in the event that you are acting for the
account or benefit of a person in the United States, you are
not participating in the Retail Offer in respect of that
person);
(m) you acknowledge that the Shares have not been, and will
not be, registered under the U.S. Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly,
in the United States;
(n) you acknowledge that the Shares may only be offered and
sold in "offshore transactions" (as defined in Rule 902(h)
under the U.S. Securities Act) in reliance on Regulation S
under the U.S. Securities Act;
(o) you represent that you have not, and you agree that you will
not, send this Retail Offer Booklet or any other materials
relating to the Retail Offer to any person in the United States
or to any person acting for the account or benefit of a person
in the United States; and
(p) you acknowledge and agree that if in the future you decide
to sell or otherwise transfer the Shares, you will only do so in
standard brokered transactions on the NZX or ASX, where
neither you nor any person acting on your behalf knows, or
has reason to know, that the sale has been pre-arranged
with, or the purchaser is, a person in the United States.
7.2. If a Custodian applies to purchase Shares under the Retail Offer
for a beneficial owner pursuant to clause 4.2:
(a) the certification referred to in clause 7.1(d) will be taken to
be given by the beneficial owner on whose behalf the
Custodian is applying to purchase Shares; and
(b) in addition to the matters referred to in clause 7.1, the
Custodian also certifies each of the matters set out in the
Custodian Certificate.
8. The shares
8.1. Shares issued under the Retail Offer will rank equally in all
respects with existing Shares quoted on the NZX and ASX, with
the same voting rights, dividend rights and other entitlements.
The Shares to be issued under the Retail Offer have been
accepted for quotation on the NZX and application for quotation
on ASX will be sought in accordance with the ASX Listing Rules.
It is expected that the Shares will be quoted upon completion of
the allotment procedures. However, neither NZX Limited nor
ASX Limited accepts any responsibility for any statement in this
document.

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8.2. The issue of new Shares under the Retail Offer is being
undertaken on the following basis:
(a) for New Zealand Eligible Shareholders, in reliance on the
exclusion in clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013 and pursuant to NZX Listing Rule 4.3.1
(Share Purchase Plan) in respect of the first NZ$15,000 of
new Shares offered and NZX Listing Rule 4.5.1 (15%
Placement) in respect of the additional NZ$65,000 of new
Shares offered; and
(b) for Australian Eligible Shareholders, in accordance with the
conditions imposed by relief granted by ASIC under ASIC
Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 as amended by the ASIC Instrument
(including that an Eligible Shareholder in Australia must not
be issued more than NZ$50,000 of Shares under that
instrument in any consecutive 12-month period) and
pursuant to NZX Listing Rule 4.3.1 (Share Purchase Plan) in
respect of the first A$13,500 of new Shares offered and
NZX Listing Rule 4.5.1 (15% Placement) in respect of the
additional A$31,500 of new Shares offered.
9. Financial statements
9.1. You may obtain free of charge the most recent annual report and
financial statements of Infratil by contacting Infratil's Share
Registrar, Link Market Services, or you may download the reports
from the Infratil website: https://infratil.com/for-investors/.
10. Broker stamping and retail platform fees
10.1. No investor will pay brokerage as a subscriber for new Shares
under the Retail Offer.
10.2. A bookbuild allocation fee of 0.5% of the value of allocations of
new Shares will be paid to eligible NZX firms on bids in the
Placement.
10.3. A stamping fee of 0.5% of application monies on new Shares
allotted will be paid to eligible NZX Firms who submit a valid
claim for a broker stamping fee on successful Applications for
new Shares allotted via NZX Firms', subject to a fee limit of
NZ$250 per Shareholder.
10.4. A fee of NZ$5 will be paid to New Zealand retail investment
platforms (determined by Infratil) on each successful
Application submitted on behalf of underlying investors.
10.5. Terms of the claims process are to be separately
communicated to NZX Firms by the Placement Underwriters.
10.6. All fees will be met by Infratil. The above fees are subject to an
aggregate fee limit of NZ$600,000. This aggregate fee limit
applies to fees payable to eligible NZX firms and retail
investment platforms, with scaling of fees to be undertaken on
a pro rata basis following the completion of the Retail Offer.
11. Amendments to the Retail Offer and waiver of
compliance
11.1. Notwithstanding any other term or condition of the Retail Offer
and/or the Application Form, Infratil may, at its discretion:
(a) make non-material modifications to the Retail Offer or
these Terms and Conditions without notice (in which case
applications for Shares under the Retail Offer will remain
binding on all Applicants notwithstanding such
modification and irrespective of whether an Application
Form was received by Link Market Services Limited before
or after such modification is made); and/or
(b) suspend or terminate the Retail Offer at any time prior to
the issue of the Shares under the Retail Offer. If the Retail
Offer is terminated, application monies will be refunded to
Applicants without interest.
11.2. Infratil reserves the right to waive compliance with any
provision of these Terms and Conditions (either generally, or in
respect of a particular Applicant or Applicants).
12. Governing law
12.1. These Terms and Conditions shall be governed by and
construed in accordance with the laws of New Zealand.
13. Disputes
13.1. If any dispute arises in connection with the Retail Offer, Infratil
may settle it in any manner it thinks fit. It may do so generally
or in relation to any particular participant, application or Share.
Infratil’s decision will be final and binding.
14. Inconsistency
14.1. Unless otherwise determined by the directors of Infratil, in the
event of any inconsistency between the Terms and Conditions
of the Retail Offer and Infratil’s constitution, Infratil’s
constitution shall prevail.
13

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Glossary
Allotment DateOn or around Tuesday 4 July 2023, unless the Closing Date is extended.
ApplicantAn applicant for Shares in the Retail Offer.
Application FormThe personalised application form relating to the Retail Offer that you received with this document, including
the instructions on the reverse of the form.
ASXASX Limited or the market it operates (as the context requires).
ASX Listing RulesThe official listing rules of the ASX.
ASX Settlement DateMonday 3 July 2023.
Australian Eligible ShareholderMeans an Eligible Shareholder who is an Australian resident.
Closing Date5.00pm New Zealand time / 3.00pm Sydney time on Tuesday 27 June 2023, unless extended.
CustodianSee clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian CertificateThe certificate that must be submitted by an Applicant that is a Custodian together with that Applicant’s
Application Form (available on request from the Share Registrar).
Dispatch DateOn or around Tuesday 4 July 2023, unless extended.
Downstream CustodianSee clause 4.4 of the Terms and Conditions for the definition of “Downstream Custodian”.
Eligible ShareholderA person who was recorded in Infratil’s share register as being a registered holder of Shares and having
an address in New Zealand or Australia as at 7.00pm New Zealand time / 5.00pm Sydney time on Tuesday
6 June. A person may not participate if they are outside New Zealand or Australia. Similarly, a person who
holds Shares on behalf of a person who resides outside New Zealand or Australia is not eligible to participate
in the Retail Offer in respect of that person. For the avoidance of doubt, a person in the United States is not
eligible to participate in the Retail Offer, and a person who holds Shares on behalf of a person in the United
States is not eligible to participate in the Retail Offer in respect of that person.
InfratilInfratil Limited, a company listed on the NZX and ASX.
Issue PriceThe price at which the Shares will be issued pursuant to the Retail Offer, being the lower of the price paid
by investors in Infratil's recent Placement (NZ$9.20) and a 2.5% discount to the five day volume weighted
average price of Infratil shares traded on NZX during the five NZX trading days up to, and including, the
Closing Date.
New Zealand Eligible ShareholderMeans an Eligible Shareholder who is a New Zealand resident.
NZX The main board financial product market operated by NZX Limited.
NZX Listing RulesThe listing rules from time to time of the NZX.
NZX Settlement DateTuesday 4 July 2023.
Opening DateTuesday 13 June 2023.
Participating BeneficiarySee clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.
PlacementThe placement of Shares announced to NZX on Wednesday 7 June 2023.
Placement Lead ManagersBarrenjoey Markets Pty Limited (acting jointly with Forsyth Barr Limited) and UBS New Zealand Limited.
Placement UnderwritersBarrenjoey Markets Pty Limited and UBS New Zealand Limited.
Proportionate EntitlementIn respect of an Applicant or a Participating Beneficiary, a number of Shares which would maintain that
person’s proportionate voting and distribution rights (subject only to rounding) following completion of the
issue of Shares under the Placement and Retail Offer.
Record Date7.00pm New Zealand time / 5.00pm Sydney time on Tuesday 6 June 2023.
Retail Offer or OfferThe Retail Offer detailed in this document.
SharesOrdinary shares of Infratil Limited.
Share RegistrarInfratil’s share registrar, Link Market Services Limited.
Terms and ConditionsThe terms and conditions of the Retail Offer detailed in this document.
U.S. Securities ActThe U.S. Securities Act of 1933, as amended.

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Infratil Limited is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 597366
Australian Registered Body Number (ARBN) 144 728 307
For investor relations queries contact: info@infratil.com
Registered office
Infratil Limited
5 Market Lane
Wellington 6011
New Zealand
Share registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
+64 9 375 5998
applications@linkmarketservices.com
Link Market Services Limited
Level 12
680 George Street
Sydney 2000
NSW, Australia
+61 1300 554 474
applications@linkmarketservices.com
Legal advisers
Chapman Tripp
Level 6
20 Customhouse Quay
Wellington 6011
New Zealand
Baker & McKenzie
Level 46, Tower One - International Towers Sydney
100 Barangaroo Avenue
Barangaroo NSW 2000
Australia
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