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Results of 2023 Annual Meeting

AGM17 August 2023IFTUtilities

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

18 August 2023



Results of 2023 Annual Meeting


At Infratil Limited’s (IFT) annual shareholders’ meeting, held at the Public Trust Hall, 131 Lambton

Quay, Wellington and online on 17 August 2023 at 2.30pm NZST, shareholders were asked to vote

on six resolutions, which were supported by the Board.


As required by NZX Listing Rule 6.1, all voting was conducted by a poll.


The resolutions passed by shareholders were:


1. Re-election of Peter Springford: That Peter Springford be re-elected as a director of Infratil.


2. Election of Anne Urlwin: That Anne Urlwin be elected as a director of Infratil.


3. Payment of FY2022 Incentive Fee by Share Issue: 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 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.


4. Payment of FY2023 Incentive Fee by Share Issue: 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 2023 Incentive Fee (if payable) as the Board elects to pay by the issue of

Shares (2023 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 2023 Scrip Option.


5. Directors’ Remuneration: That the maximum aggregate remuneration pool available for

payment to all Directors (in their capacity as a director of Infratil and certain of its subsidiaries) for

each financial year commencing on or after 1 April 2023, be increased by $196,125 from

$1,329,375 to $1,525,500 per annum (plus GST or VAT, as appropriate), to be divided among the

Directors as the Board determines.


6. Auditor’s remuneration: That the Board be authorised to fix the auditor’s remuneration.


Detail of the total number of votes cast in person or by a proxy holder are:


Resolution For Against Abstain

Re-election of Peter Springford: That

Peter Springford be re-elected as a

director of Infratil.

454,241,762

(99.91%)

400,617

(0.09%)

14,394,600

Election of Anne Urlwin: That Anne

Urlwin be elected as a director of Infratil.

452,426,282

(99.54%)

2,093,127

(0.46%)

14,517,570

2
Resolution For Against Abstain

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 third instalment of

the 2022 Incentive Fee (to the extent

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.

412,518,753

(96.25%)

16,061,795

(3.75%)

282,617

Payment of FY2023 Incentive Fee by

Share Issue (2023 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 2023 Incentive Fee (to the extent

payable) as the Board elects to pay by

the issue of Shares (2023 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 2023 Scrip Option.

412,330,413

(96.22%)

16,204,680

(3.78%)

328,072

Directors’ remuneration: That the

maximum aggregate remuneration pool

available for payment to all Directors (in

their capacity as a director of Infratil and

certain of its subsidiaries) for each

financial year commencing on or after 1

April 2023, be increased by $196,125

from $1,329,375 to $1,525,500 per

annum (plus GST or VAT, as

appropriate), to be divided among the

Directors as the Board determines.

332,187,119

(73.41%)

120,297,716

(26.59%)

14,811,401

Auditor’s remuneration: That the Board

be authorised to fix the auditor’s

remuneration.

441,199,686

(97.04%)

13,442,551

(2.96%)

14,394,742

3


Authority for this announcement

Name of person authorised to make this

announcement

Brendan Kevany, Company Secretary

Contact person for this announcement Mark Flesher

Contact phone number +64 4 473 2399

Contact email address mark.flesher@hrlmorrison.com

Date of release through MAP 18 August 2023

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