Infratil Infrastructure Bond Offer Opens

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




27 May 2024

Infratil Infrastructure Bond Offer Opens

Infratil Limited (Infratil) announced today that it has opened an offer of 7½ year unsecured, unsubordinated, fixed
rate bonds (New Bonds) to New Zealand investors. The bonds will mature on 17 December 2031.
The offer comprises two separate parts:
• A firm offer of up to $75,000,000 of New Bonds (with the ability to accept oversubscriptions at Infratil’s
discretion), which will be available to New Zealand clients of the Joint Lead Managers, approved financial
intermediaries and other primary market participants invited to participate in the bookbuild process (Firm
Offer). The Firm Offer is now open and will close at 11.00am on 30 May 2024.
• An exchange offer of up to $56,117,000 of New Bonds under which all New Zealand resident holders of the
IFT230 bonds maturing on 15 June 2024 (2024 Bonds) will have the opportunity to exchange some or all of
their maturing 2024 Bonds for New Bonds (Exchange Offer). The Exchange Offer will open following the
closing of the Firm Offer on 31 May 2024 and close on 12 June 2024. All eligible holders of the 2024 Bonds
who submit valid applications will have their applications satisfied in full up to a maximum of the number of
2024 Bonds they hold. There is no ability to apply for additional New Bonds under the Exchange Offer.
The timing of the Exchange Offer is designed to ensure eligible holders of the 2024 Bonds can have certainty on the
interest rate applicable to the New Bonds when they elect whether to participate in the Exchange Offer. Eligible
applicants can be certain that their application will be satisfied in full up to the amount of their existing investment.
Interest Rate
The Interest Rate for the New Bonds will be the greater of:
a) the Minimum Interest Rate of 6.75% per annum, and
b) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date (30 May 2024).
The indicative Issue Margin range for the New Bonds is 2.40% to 2.50% per annum. The Issue Margin will be set
following a bookbuild process on 30 May 2024 and will be announced by Infratil via NZX shortly thereafter, together
with the Interest Rate. In any case the Interest Rate will not be less than the Minimum Interest Rate of 6.75% per
annum.
Full details of the offer, including on the how the Interest Rate for the New Bonds will be calculated, is set out in the
Indicative Terms Sheet attached.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant to
the Financial Markets Conduct Act 2013. The notice required by the Financial Markets Conduct Regulations 2014 has
been provided to NZX. The New Bonds are expected to be quoted on the NZX Debt Market under the ticker code
IFT350.

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

Arranger and Joint Lead Manager: Tom Robertson
Bank of New Zealand Infratil Treasurer
Joint Lead Managers: Phone: +64 4 550 5432
ANZ Bank New Zealand Limited Email: tom.robertson@infratil.com
Craigs Investment Partners Limited
Forsyth Barr Limited
Jarden Securities Limited

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1
7.5 Year Fixed Rate Bond
Maturing 17 December 2031
Arranger and Joint Lead ManagerJoint Lead Managers
Indicative Terms Sheet
For the offer of Infrastructure Bonds

2
This Indicative T
erms Sheet ("Terms Sheet")
sets out the key terms of the offer ("Offer")
by Infratil Limited ("Infratil") of fixed rate
bonds maturing on 17 December 2031
("Infrastructure Bonds"). The Offer is
co
mprised of a Firm Offer of up to
$75,000,000 (with the ability to accept
oversubscriptions at Infratil's discretion) of
Infrastructure Bonds and an Exchange Offer
of u
p to $56,117,000 of Infrastructure Bonds
under which all current holders of the IFT230
bonds maturing on 15 June 2024 will have the
opportunity to exchange some or all of their
maturing bonds for Infrastructure Bonds.
The Infrastructure Bonds will be issued
un
der the programme trust deed dated
11 November 1999 (as amended or amended
and
restated from time to time) between
Infratil and Trustees Executors Limited as
supplemented by a series supplement dated
27 M
ay 2024 (together, "Trust Deed"). Unless
the context requires otherwise, capitalised
terms used in this T
erms Sheet have the same
meaning given to them in the Trust Deed.
This T
erms Sheet is an "Issue Flyer" for the
purposes of the Trust Deed.
Important Notice
The Offer by Infratil is made in reliance upon
the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013
("FMCA").
The Offer contained in this Terms Sheet is an
offer of Infrastructure Bonds that have
identical rights, privileges, limitations and
conditions (except for the interest rate and
maturity date) as:
•Infratil's fixed rate bonds maturing on
15 June 2024, which have an interest rate
of 5.50% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT230;
•
Infratil's fixed rate bonds maturing on
15 December 2024, which have an interest
rate of 4.75% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT260;
•Infratil'
s fixed rate bonds maturing on
15 June 2025, which have an interest
rate of 6.15% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT250;
•
Infratil's fixed rate bonds maturing on
15 March 2026, which have an interest
rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT300;
•
Infratil's fixed rate bonds maturing on
15 December 2026, which have an interest
rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT280;
•
Infratil's fixed rate bonds maturing on
15 December 2027, which have an interest
rate of 3.60% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT310;
•
Infratil's bonds maturing on 15 December
2028, which have an interest rate of 6.78%
per annum and which are currently quoted
on the NZX Debt Market under the ticker
code IFT270;
•Infratil's fixed rate bonds maturing on
31 July 2029, which have an interest rate of
6.90% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT330;
•
Infratil's bonds maturing on 15 December
2029, which have a current interest rate
of 7.78% per annum (further rate reset
on 15 December 2024 and annually
thereafter) and which are currently quoted
on the NZX Debt Market under the ticker
code IFTHC;
•
Infratil'
s fixed rate bonds maturing on
15 June 2030, which have a current interest
rate of 5.93% per annum (rate reset on
15 June 2026) and which are currently
quoted on the NZX Debt Market under
the ticker code IFT320; and
•
Infratil's fixed rate bonds maturing on
15 March 2031, which have an interest
rate of 7.08% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT340,
(together the "Quoted Bonds").
Accordingly, the Infrastructure Bonds are the
same class as the Quoted Bonds for the
purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Infratil is subject to a disclosure obligation
that requires it to notify certain material
information to NZX Limited ("NZX") for the
purpose of that information being made
available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt
securities of Infratil that are currently quoted
and in the same class as the Infrastructure
Bonds that are being offered.
Investors should look to the market price of
the Quoted Bonds to find out how the market
assesses the returns and risk premium for
those bonds.
Infratil has the right in its absolute discretion
and without notice to close the Firm Offer
and/or Exchange Offer early, to add additional
Issue Dates, to extend the Firm Offer Closing
Date and/or Exchange Offer Closing Date, or
to choose not to proceed with the Offer.
Indicative Terms Sheet
Dated 27 May 2024

Eastern Creek data centre
3

4
Key Terms of the
Infrastructure Bonds
Issuer:Infratil Limited.
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued
pursuant to the Trust Deed.
Firm Offer and Exchange Offer:
The Offer consists of two separate parts.
Under the first part (“Firm Offer”), Infratil is offering Infrastructure Bonds to New Zealand clients
of the Joint Lead Managers, approved financial intermediaries and other primary market
participants invited to participate in the bookbuild.
Under the second part ("Exchange Offer"), Infratil is offering
New Zealand resident holders of its
IFT230 fixed rate bonds maturing on 15 June 2024 ("2024 Bonds") the opportunity to exchange
all or some of their 2024 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will
receive one new Infrastructure Bond for each 2024 Bond exchanged under the Exchange Offer.
Once you submit a completed application for the Exchange Offer
you will no longer be able to
sell o
r otherwise transfer your 2024 Bonds designated in that application.
There is no public pool for Infrastructure Bonds under the Offer.
See "How to Apply" on page 9 of this Terms Sheet.
Use of Proceeds:
Infratil will use the proceeds of the Offer for general corporate purposes, including to
refinance the 2024 Bonds.
Terms Particular to the Firm Offer
Firm Offer Amount:
The Firm Offer is for up to $75,000,000 of Infrastructure Bonds, with the ability to accept
over
subscriptions at Infratil's discretion.
Firm Offer Applications: The Firm Offer is open to all New Zealand resident investors, but only if the investor receives a
firm allocation from a Joint Lead Manager, approved financial intermediary or other primary
market participant invited to participate in the bookbuild.
Firm Offer Opening Date: 27 May 2024
Firm Offer Closing Date: 11.00am, 30 May 2024
Terms Particular to the Exchange Offer
Exchange Offer Amount: The Exchange Offer is for up to $56,117,000 of Infrastructure Bonds (being the total face value of
2024 Bonds outstanding). No oversubscriptions will be accepted under the Exchange Offer.
Exchange Offer Applications: The Exchange Offer is fully reserved for New Zealand resident holders of the 2024 Bonds. Infratil
will issue one Infrastructure Bond for each 2024 Bond exchanged.
Exchange Offer Opening Date: 31 May 2024
Exchange Offer Closing Date: 5.00pm, 12 June 2024
Terms Common to the Firm Offer
and the Exchange Offer
Rate Set Date:30 May 2024
Issue Date: 17 June 2024

5
Key Terms of the
Infrastructure Bonds
Expected Date of Initial Quotation
on the NZX Debt Market:
18 June 2024
Maturity Date:17 December 2031
Interest Rate:
The Infrastructure Bonds will pay a fixed rate of interest.
The Interest Rate will be the greater of:
(a) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b) the Minimum Interest Rate.
The Interest Rate will be announced by Infratil via NZX and available on Infratil's website
www.infratil.com/for-investors/our-bonds on or shortly after the Rate Set Date.
Minimum Interest Rate:6.75% per annum
Issue Margin:
The Issue Margin will be determined by Infratil in consultation with the Joint Lead
Managers (identified on page 11) on the Rate Set Date following completion of the bookbuild
process for the Firm Offer and will be announced via NZX and available on Infratil's
website www.infratil.com/for-investors/our-bonds shortly thereafter.
Indicative Issue Margin:The indicative Issue Margin range is 2.40% to 2.50% per annum. The actual Issue Margin may be
above, within or below the indicative range.
Base Rate:
Th
e mid-market rate for a New Zealand dollar interest rate swap of a term matching the period
from the Issue Date to the Maturity Date as determined by Infratil in consultation with the
Arranger (identified on page 11) on the Rate Set Date in accordance with market convention
with reference to Bloomberg page ICNZ4 (or any
successor page), in each case expressed on a
quarterly basis (and rounded to 2 decimal places, if nec
essary, with 0.005 being rounded up).
Interest Payment Dates:17 March, 17 June, 17 September and 17 December of each year until and including the Maturity
Date (commencing on 17 June 2024).
Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal amounts
on each Interest Payment Date and will be paid to the Holder of the Infrastructure Bond on the
Record Date for each Interest Payment Date.
Interest payable on each Infrastructure Bond on the first Interest Payment Date will accrue at the
Interest Rate from (and including) the date on which your subscription moneys have been banked
into the trust account operated in respect of the Offer to (but excluding) the first Interest Payment
Date. The first Interest Payment Date is 17 June 2024 which is the same date as the Issue Date.
For Infrastructure Bonds allotted under the Firm Offer, no interest will have accrued on the first
Interest Payment Date and no interest will be payable on that date.
For Infrastructure Bonds allotted under the Exchange Offer, the redemption proceeds of the
2024 Bonds will be banked into the trust account operated in respect of the Offer on 14 June
2024 (the business day immediately preceding 15 June 2024) and interest on those Infrastructure
Bonds will accrue at the Interest Rate from that date and be payable on the first Interest Payment
Date (17 June 2024). The interest payment will be paid to the original subscriber for the relevant
Infrastructure Bonds.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment
Date (see "Right to Redeem Early" and "Early Redemption Events" on page 6), the amount of
interest that will be payable to you will be adjusted to reflect the number of days in the interest
period in which the interest accrued.

6
Key Terms of the
Infrastructure Bonds
Interest Suspension and
Dividend Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the
payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil when the
Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial assistance
for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the Companies
Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions of other
financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal obligation by
Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the Maturity Date
by giving you no less than 5 Business Days' notice. Infratil may not exercise this right if:
(a) the Supervisor has declar
ed the Infrastructure Bonds due and payable because an event of
default as described in clause 8.1 of the Trust Deed exists; or
(b)
the notice of early r
edemption is given at a time on or after the day falling 25 Business Days
before the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early
Redemption Event, will be redeemed at an amount equal to its Face Value less all withholding tax
or deductions required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem early,
it will be redeemed at an amount equal to the greater of:
(a) its Face V
alue plus accrued but unpaid interest; and
(b)
the current mark
et price of the Infrastructure Bonds (determined in accordance with clause
6.1(l)(ii) of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a)
an event o
f default as described in clause 8.1 of the Trust Deed occurs; or
(b)
certain tak
eover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and the
occurrence of certain insolvency related events in relation to Infratil.
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Holders that, on the last day of each financial year and
financial half-year of Infratil (and in certain other circumstances), Borrowed Money Indebtedness
of the Issuer Group (being Infratil and certain of its 100% owned subsidiaries) will not exceed 50%
of Tangible Assets of Infratil and its subsidiaries as at that date.

7
Key Terms of the
Infrastructure Bonds
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil. This
means that in a liquidation of Infratil your rights and claims as a Holder:
(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of Infratil
who are preferred by law (e.g. the Inland Revenue Department in respect of unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of Infratil; and
(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being creditors
who have agreed to accept a lower priority in respect of their claims in a liquidation of Infratil),
and (ii) shareholders.
Infratil is a holding company with investments in various companies. Holders have no claims
against, or recourse to the assets of, any of those companies. Infratil's ability to make timely
payments on the Infrastructure Bonds is dependent on the returns it receives from its investments,
its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates (including
lenders) would have to be paid out in full before the distribution of any residual assets to Infratil's
liquidator (claiming as shareholder in the companies). Only these residual assets would be
available to Infratil's liquidator and therefore Infratil's creditors (including Holders).
As an example of this, the diagram below illustrates the position of Holders relative to the banks
which provide loan facilities to Infratil's Wholly-Owned Subsidiaries.
As illustrated in the diagram above, Infratil has a range of Wholly-Owned Subsidiaries which hold
Infratil's investments in its Portfolio Companies. The bank lenders who provide loan facilities to
the Wholly-Owned Subsidiaries have direct claims on both Infratil and those Wholly-Owned
Subsidiaries. Holders have a claim on Infratil, but have no claims against, or recourse to, the assets
of the Wholly-Owned Subsidiaries or the Portfolio Companies. This means that in a liquidation of
the Infratil group:
•

all cr
editors of each Portfolio Company (including any lenders) would have to be paid in full
before any residual assets could be distributed to the relevant Wholly-Owned Subsidiary;
•

all cr
editors of each Wholly-Owned Subsidiary (including the bank lenders) would have to be
paid in full before any residual assets could be distributed to Infratil; and
•

ther
efore, only the residual assets of the Portfolio Companies and Wholly-Owned Subsidiaries,
after the claims of all of their creditors have been satisfied in full, would be available to Infratil's
liquidator and therefore Infratil's creditors (including Holders).
Infratil is also subject to other restrictions in its bank loan facilities that limit the value of cash and
other assets it may hold (other than shares and other securities held in, or loans to, the Wholly-
Owned Subsidiaries).
Portfolio
Company
Portfolio
Company
Infratil
Holders
Portfolio
Company
Bank
Lenders
100%100%
Debt
Guarantee
Guarantee
Debt
100%
Wholly-Owned Subsidiaries

8
Key Terms of the
Infrastructure Bonds
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value).
Under the Exchange Offer, redemption proceeds of the 2024 Bonds banked into the trust account
operated in respect of the Offer will be treated as subscription money for Infrastructure Bonds
allocated under the Exchange Offer, no additional subscription moneys are payable by a Holder.
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of $1,000
thereafter (unless a holder of 2024 Bonds is exchanging all of their 2024 Bonds).
ISIN:NZIFTD0350L5
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date falls on
a day that is not a Business Day, the due date for the payment to be made on that date will be on
the immediately preceding Business Day, but the amount paid will not be adjusted.
Registrar and Paying Agent:Link Market Services Limited
Who May Apply:Firm Offer
All Infrastructure Bonds offered under the Firm Offer are reserved for the clients of the Joint
Lead Managers, approved financial intermediaries and other primary market participants invited
to participate in the bookbuild, who are New Zealand residents. There is no public pool for
Infrastructure Bonds for the Offer.
Exchange Offer
All Infrastructure Bonds exchanged or offered under the Exchange Offer are reserved to registered
holders of a 2024 Bond who are New Zealand residents.

9
Key Terms of the
Infrastructure Bonds
How to Apply:Firm Offer
Investors wanting to participate in the Firm Offer should contact a Joint Lead Manager, their
financial adviser or any primary market participant for information on how they may acquire
Infrastructure Bonds. You can find a primary market participant by visiting www.nzx.com/services/
market-participants.
The Joint Lead Manager, primary market participant or your financial adviser will be able to explain
what arrangements will need to be put in place for you to trade the Infrastructure Bonds including
obtaining a common shareholder number ("CSN"), an authorisation code ("FIN") and opening an
account with a primary market participant as well as the costs and timeframes for putting such
arrangements in place.
Exchange Offer
Holders of 2024 Bonds have the option to participate in the Exchange Offer by using an online or
printed application form.
If you have provided an email address for investor correspondence, you will receive an email on
the Firm Offer Opening Date with an email link. The email link will take you to a Registrar website
where you will receive information on how to apply for Infrastructure Bonds in the Exchange Offer
using the online application form.
You will be able to apply using the online application form at www.infratilbondexchangeoffer.com
from the Exchange Offer Opening Date. You must complete the online application form by no later
than 5.00pm on the Exchange Offer Closing Date.
If you have not provided an email address for investor correspondence, you will be mailed this
Terms Sheet along with a printed application form to your registered postal address.
If you use a printed application form under the Exchange Offer, you must return a completed
printed application form so that it is received by the Registrar at the address below no later than
5.00pm on the Exchange Offer Closing Date:
Link Market Services Limited
email a completed PDF copy to: applications@linkmarketservices.co.nz
or post a printed application form to: Infratil Bond Offer, c/- Link Market Services Limited,
PO Box 91976, Victoria Street West, Auckland 1142
or deliver a printed application form to: c/- Link Market Services Limited, Level 30,
PwC Tower, 15 Customs Street West, Auckland 1010
Once you submit a completed Exchange Offer application (online or through a printed application
form) you will no longer be able to sell or otherwise transfer your 2024 Bonds designated in that
application.
Applications may be refused
In relation to the Firm Offer, Infratil reserves the right to refuse any application or to accept an
application in part only, without providing a reason. If Infratil refuses any application under the
Exchange Offer due to the applicant being ineligible the 2024 Bonds that are not being exchanged
will be redeemed on their maturity date in accordance with their existing terms and conditions.

10
Key Terms of the
Infrastructure Bonds
Brokerage:Infratil will pay a firm brokerage fee of 1.00% of the aggregate principal amount of Infrastructure
Bonds (such fee comprised of a brokerage fee of 0.50% and a firm allocation fee of 0.50%). Such
amounts will be paid to the Arranger who will distribute as appropriate to primary market
participants and approved financial intermediaries.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are, immediately
after issue, quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under
the FMCA.
NZX Debt Market Ticker Code:IFT350
Supervisor:Trustees Executors Limited
Governing Law:New Zealand
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has not and
will not take any action which would permit a public offering of the Infrastructure Bonds, or
possession or distribution of any offering material, in any country or jurisdiction where action for
that purpose is required (other than New Zealand). Infrastructure Bonds may only be offered for
sale or sold in compliance with all applicable laws and regulations in any jurisdiction in which they
are offered, sold or delivered. Any information memorandum, terms sheet, circular, advertisement
or other offering material in respect of the Infrastructure Bonds may only be published, delivered
or distributed in or from any country or jurisdiction under circumstances which will result in
compliance with all applicable laws and regulations.
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Joint Lead Managers
and the Supervisor in respect of any loss incurred as a result of you breaching the above selling
restrictions.
The above selling restrictions apply in relation to both the Firm Offer and the Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Joint Lead Managers, the
Supervisor, or any of their respective directors, officers, employees, agents or advisers to subscribe
for, or purchase, any of the Infrastructure Bonds.
The Joint Lead Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you acknowledge that
none of the Joint Lead Managers, the Supervisor nor their respective directors, officers,
employees, agents or advisers gives any warranty or representation of accuracy or reliability
and they take no responsibility for it.

11
The dates set out in this Terms Sheet are
indicative only and Infratil may change the
dates set out in this Terms Sheet. Infratil has
the right in its absolute discretion to close the
Firm Offer and/or Exchange Offer early, to
add additional Issue Dates, to extend the Firm
Offer Closing Date and/or Exchange Offer
Closing Date, to increase the amount of
oversubscriptions, or to choose not to
proceed with the Offer. Infratil will announce
any changes to the dates set out in this Terms
Sheet via NZX as soon as practicable.
Any internet site address provided in the
Terms Sheet is for reference only and, except
as expressly stated otherwise, the content
of such internet site is not incorporated by
reference into, and does not form part of,
this Terms Sheet.
Copies of the Trust Deed are available
by visiting
www.infratil.com/for-investors/our-bonds
or you may request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Tom Robertson
or
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland
Attention: David Shaw
Investors should seek qualified independent
financial and taxation advice before deciding
to invest. In particular, you should consult
your tax adviser in relation to your specific
circumstances. Investors will also be
personally responsible for ensuring
compliance with relevant laws and regulations
applicable to them (including any required
registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland 1010
Telephone 09 308 7100
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Directory
Arranger
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678
Other
Information

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



27 May 2024

Dear Bondholder/Shareholder
Infratil Limited (Infratil) has announced that it is making a new offer of 7½ year unsecured, unsubordinated,
fixed rate infrastructure bonds (New Bonds). The bonds will mature on 17 December 2031.
Information about the offer and the New Bonds is available on Infratil’s website www.infratil.com/for-
investors/our-bonds where you can download a copy of the Indicative Terms Sheet.
Offer structure
The offer comprises two separate parts:
• A firm offer of up to $75,000,000 of New Bonds (with the ability to accept oversubscriptions at Infratil's
discretion) which will be available to New Zealand clients of the Joint Lead Managers, approved financial
intermediaries and other primary market participants invited to participate in the bookbuild process
(Firm Offer). The Firm Offer is now open and will close at 11.00am on 30 May 2024.
• An exchange offer of up to $56,117,000 of New Bonds under which all New Zealand resident holders of
the IFT230 bonds maturing on 15 June 2024 (2024 Bonds) will have the opportunity to exchange some
or all of their maturing 2024 Bonds for New Bonds (Exchange Offer). The Exchange Offer will open
following the closing of the Firm Offer on 31 May 2024 and close on 12 June 2024. All eligible holders
of the 2024 Bonds who submit a valid application will have their applications satisfied in full up to a
maximum of the number of 2024 Bonds they hold. There is no ability to apply for additional New Bonds
under the Exchange Offer.
The timing of the Exchange Offer is designed to ensure eligible holders of the 2024 Bonds can have certainty on
the interest rate applicable to the New Bonds when they elect whether to participate in the Exchange Offer.
Eligible applicants can be certain that their application will be satisfied in full up to the amount of their existing
investment.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant
to the Financial Markets Conduct Act 2013. The Bonds are expected to be quoted on the NZX Debt Market under
the ticker code IFT350.
Interest Rate
The Interest Rate will be the greater of:
(a) the Minimum Interest Rate of 6.75% per annum; and
(b) the sum of the Issue Margin and the Base Rate determined on 30 May 2024 when the Firm Offer closes.
The Issue Margin will be set following a bookbuild process on 30 May 2024. The indicative Issue Margin range
for the New Bonds is 2.40% to 2.50% per annum. In any case, the Interest Rate will not be less than the Minimum
Interest Rate of 6.75% per annum.

2
Full details of the offer, including on how the Interest Rate for the New Bonds will be calculated, is set out in the
Indicative Terms Sheet that is available to download on Infratil's website.
The Issue Margin and the Interest Rate will be announced by Infratil on 30 May 2024 via NZX and will be available
on Infratil's website www.infratil.com/for-investors/our-bonds together with an updated Terms Sheet.
How do I apply?
•If you want to participate in the Firm Offer you should contact a Joint Lead Manager, your financial
adviser or any primary market participant for information on how to acquire the New Bonds. You can
find a primary market participant by visiting www.nzx.com/services/market-participants/find-a-
participant.
•The Exchange Offer is only open to current holders of 2024 Bonds. If you are not a current holder of
2024 Bonds you are able to participate through the Firm Offer only.
If you are interested in further information we suggest that you contact your usual financial adviser or one of
th e Joint Lead Managers whose details are contained within the Indicative Terms Sheet.
Yours sincerely
Tom Robertson
Infratil Treasurer

---

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


27 May 2024

Dear Bondholder
Infratil Limited (Infratil) has announced that it is making a new offer of 7½ year unsecured, unsubordinated,
fixed rate infrastructure bonds (New Bonds). The bonds will mature on 17 December 2031.
Information about the offer and the New Bonds is available on Infratil’s website www.infratil.com/for-
investors/our-bonds where you can download a copy of the Indicative Terms Sheet.
Offer structure
The offer comprises two separate parts:
• A firm offer of up to $75,000,000 of New Bonds (with the ability to accept oversubscriptions at Infratil's
discretion) which will be available to New Zealand clients of the Joint Lead Managers, approved financial
intermediaries and other primary market participants invited to participate in the bookbuild process
(Firm Offer). The Firm Offer is now open and will close at 11.00am on 30 May 2024.
• An exchange offer of up to $56,117,000 of New Bonds under which all New Zealand resident holders of
the IFT230 bonds maturing on 15 June 2024 (2024 Bonds) will have the opportunity to exchange some
or all of their maturing 2024 Bonds for New Bonds (Exchange Offer). The Exchange Offer will open
following the closing of the Firm Offer on 31 May 2024 and close on 12 June 2024. All eligible holders
of the 2024 Bonds who submit a valid application will have their applications satisfied in full up to a
maximum of the number of 2024 Bonds they hold. There is no ability to apply for additional New Bonds
under the Exchange Offer.
The timing of the Exchange Offer is designed to ensure eligible holders of the 2024 Bonds can have certainty on
the interest rate applicable to the New Bonds when they elect whether to participate in the Exchange Offer.
Eligible applicants can be certain that their application will be satisfied in full up to the amount of their existing
investment.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant
to the Financial Markets Conduct Act 2013. The New Bonds are expected to be quoted on the NZX Debt Market
under the ticker code IFT350.
Interest Rate
The Interest Rate will be the greater of:
(a) the Minimum Interest Rate of 6.75% per annum; and
(b) the sum of the Issue Margin and the Base Rate determined on 30 May 2024 when the Firm Offer closes.
The Issue Margin will be set following a bookbuild process on 30 May 2024. The indicative Issue Margin range
for the New Bonds is 2.40% to 2.50% per annum. In any case, the Interest Rate will not be less than the Minimum
Interest Rate of 6.75% per annum.
Full details of the offer, including on how the Interest Rate for the New Bonds will be calculated, is set out in the
Indicative Terms Sheet that is available to download on Infratil's website.

2
The Issue Margin and the Interest Rate will be announced by Infratil on 30 May 2024 via NZX and will be available
on Infratil's website www.infratil.com/for-investors/our-bonds together with an updated Terms Sheet.
How do I apply?
•If you want to participate in the Firm Offer you should contact a Joint Lead Manager, your financial
adviser or any primary market participant for information on how to acquire the New Bonds. You can
find a primary market participant by visiting www.nzx.com/services/market-participants/find-a-
participant.
•If you would like to participate in the Exchange Offer the online portal will be available at
www.infratilbondexchangeoffer.com from 8.30am on 31 May 2024. To complete your online
application, you will need your CSN/Holder Number and the unique Entitlement Number for the
Exchange Offer. Your online acceptance details are:
oCSN/Holder Number:[•]
oEntitlement Number:[•]
We strongly encourage you to use the online portal to avoid missing out due to postal delays, or due to issues
processing manual applications. The online portal will be available until the Exchange Offer closes at 5.00pm
on 12 June 2024.
If you are unable to complete the online application please go to Infratil’s website www.infratil.com/for-
investors/our-bonds and download a copy of the Indicative Terms Sheet which includes an application form for
completion, or alternatively contact Link Market Services on applications@linkmarketservices.co.nz or call 09
375 5998 if you have any questions on how to participate in the Exchange Offer. You must return a completed
application form so that it is received by the Registrar no later than 5.00pm on 12 June 2024.
If you decide to participate in the Exchange Offer in respect to some or all of your 2024 Bonds, then the
redemption proceeds of your 2024 Bonds that are being exchanged for New Bonds will be banked into the
trust account operated in respect of the offer on 14 June 2024 (the business day immediately preceding 15
June 2024). Interest will accrue at the Interest Rate from that date and you will receive an interest payment
on 17 June 2024 for interest accrued in the period from (and including) 14 June 2024 to (but excluding) 17 June
2024.
If you decide not to participate in the Exchange Offer, or to only exchange some of your 2024 Bonds, then the
payment of the face value of your 2024 Bonds that are not exchanged will be made by direct credit into your
nominated bank account on 14 June 2024 (the business day immediately preceding 15 June 2024), together
with the final interest payment. If you need to update your nominated bank account or other contact details
please visit the Link Investor Centre (investorcentre.linkgroup.nz) to update online.
If you are interested in further information we suggest that you contact your usual financial adviser or one of
the joint lead managers whose details are contained within the Indicative Terms Sheet.
Yours sincerely
Tom
Robertson
Infratil Treasurer

---

1994
2024
27 May 2024
Infrastructure Bond Offer – Investor Presentation

1
Important Information
The offer of Infrastructure Bonds by Infratil Limited (“Infratil”) described in this presentation is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (‘FMCA’).
It is an offer of Infrastructure Bonds that have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as (1) Infratil's fixed rate bonds maturing on 15 June 2024, which
have an interest rate of 5.50% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT230; (2) Infratil's fixed rate bonds maturing on 15 December 2024, which have an
interest rate of 4.75% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT260; (3) Infratil's fixed rate bonds maturing on 15 June 2025, which have an interest rate of
6.15% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT250; (4) Infratil’s fixed rate bonds maturing on 15 March 2026, which have an interest rate of 3.35% per
annum and which are currently quoted on the NZX Debt Market under the ticker code IFT300; (5) Infratil's fixed rate bonds maturing on 15 December 2026, which have an interest rate of 3.35% per annum and
which are currently quoted on the NZX Debt Market under the ticker code IFT280; (6) Infratil's bonds maturing on 15 December 2027, which have an interest rate of 3.60% per annum and which are currently
quoted on the NZX Debt Market under the ticker code IFT310; (7) Infratil's bonds maturing on 15 December 2028, which have an interest rate of 6.78% per annum and which are currently quoted on the NZX
Debt Market under the ticker code IFT270; (8) Infratil’s fixed rate bonds maturing on 31 July 2029, which have an interest rate of 6.90% per annum and which are currently quoted on the NZX Debt Market under
the ticker code IFT330; (9) Infratil's bonds maturing on 15 December 2029, which have a current interest rate of 7.78% per annum (further rate reset on 15 December 2024 and annually thereafter) and which are
currently quoted on the NZX Debt Market under the ticker code IFTHC; (10) Infratil’s fixed rate bonds maturing on 15 June 2030, which have a current interest rate of 5.93% per annum (rate reset on 15 June
2026) and which are currently quoted on the NZX Debt Market under the ticker code IFT320; and (11) Infratil's fixed rate bonds maturing on 15 March 2031, which have an interest rate of 7.08% per annum and
which are currently quoted on the NZX Debt Market under the ticker code IFT340, (together the ‘Quoted Bonds’).
Accordingly, the Infrastructure Bonds are the same class as the Quoted Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014. Infratil is subject to a disclosure obligation
that requires it to notify certain material information to NZX Limited for the purpose of that information being made available to participants in the market and that information can be found by visiting
www.nzx.com/companies/IFT. The Quoted Bonds are the only debt securities of Infratil that are currently quoted and in the same class as the Infrastructure Bonds that are being offered. Investors should look
to the market price of the Quoted Bonds referred to above to find out how the market assesses the returns and risk premium for those bonds.

2
Disclaimer
This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (the ‘Company’)
To the maximum extent permitted by law, none of the Company, the Arranger the Joint lead Managers, their affiliates and each of their respective affiliates, related bodies corporate, directors, officers, partners,
employees and agents will not be liable (whether in tort (including negligence) or otherwise) to you or any other person in relation to this presentation.
Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to
be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product disclosure statement under the
Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth).
This presentation should be read in conjunction with the Company’s Annual Report for the period ended 31 March 2024, market releases and other periodic and continuous disclosure announcements, which are available
at www.nzx.com, www.asx.com.au or infratil.com/for-investors/.
Not financial product advice
This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a recommendation to acquire the Company’s securities and has been prepared without taking into account
the objectives, financial situation or needs of prospective investors.
Future Performance
This presentation may contain certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future earnings, financial position
and performance. Forward-looking information is inherently uncertain and subject to contingencies outside of the Company’s control, and the Company gives no representation, warranty or assurance that actual
outcomes or performance will not materially differ from the forward-looking statements.
Non-GAAP Financial Information
This presentation contains certain financial information and measures that are “non-GAAP financial information” under the FMA Guidance Note on disclosing non-GAAP financial information, "non‐IFRS financial
information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by the Australian Securities and Investments Commission (ASIC) and are not recognised under New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International Financial Reporting Standards (IFRS). The non-IFRS/GAAP financial information and financial measures
include Proportionate EBITDAF, EBITDAF and EBITDA. The non-IFRS/GAAP financial information and financial measures do not have a standardised meaning prescribed by the NZ IFRS, AAS or IFRS, should not be
viewed in isolation and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or IFRS, and therefore, may not be comparable to similarly titled measures
presented by other entities. Although Infratil believes the non-IFRS/GAAP financial information and financial measures provide useful information to users in measuring the financial performance and condition of Infratil,
you are cautioned not to place undue reliance on any non-IFRS/GAAP financial information or financial measures included in this presentation.
Proportionate EBITDAF represents Infratil’s share of the consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, gains or losses on the sales of
investments, and excludes acquisition and sale related transaction costs and International Portfolio Incentive Fees. Further information on how Infratil calculates Proportionate EBITDAF can be found in the Supporting
Materials.
No part of this presentation may be reproduced or provided to any person or used for any other purpose without express permission.

3
Presenters
P R O G R A M M E
Bond Investor Presentation
Andrew Carroll - Infratil CFO
P O R T F O L I O O V E R V I E W & F U L L
Y E A R H I G H L I G H T S
G U I D A N C E & L I Q U I D I T Y
01
02
B O N D O F F E R D E T A I L S
03
C O N C L U D I N G R E M A R K S
Q U E S T I O N S
04
05
Tom Robertson - Infratil Treasurer

Section 1
Portfolio overview and full year highlights

5
Infrastructure investment company, focused on investments across digital,
renewables, healthcare and airports.
Strong financial profile with FY24 proportionate EBITDAF of NZ$864 million
1

and a current market capitalisation of $9.1 billion
2
. ~$1.5 billion of bonds
outstanding, making Infratil one of NZ’s largest corporate issuers.
Key assets are CDC, One NZ, Longroad Energy and Wellington Airport, which
make up ~75% of the portfolio based on current independent valuations
CDC and Longroad Energy are key drivers of growth and value creation,
developing new data centres and solar farms at attractive returns
One NZ and Wellington Airport play important roles in our core portfolio,
generating cashflow to support the existing debt and reinvestment into growth
options
A number of other smaller or earlier stage investments, intended to develop
into growth or cashflow generators of the future
Our goal is to achieve shareholder returns of 11–15% per annum on a rolling
10-year basis
We are an infrastructure investment company that actively invests in ideas that matter
Infratil overview – who we are
ENERGY TRANSITION
AGEING POPULATIONGLOBAL MOBILITY
DIGITISATION & CONNECTIVITY
The methods by which we produce,
transport, store and use energy are
undergoing a dramatic, systemic
change
Rising life expectancies and declining
fertility rates have caused an ageing
population in virtually all developed and
most developing societies
Powerful and enduring economic logic
drives interconnectedness in
economies, companies, societies, and
labour forces
Ubiquitous, high-speed, reliable
connectivity underpins almost every
aspect of society
DigitalRenewables
Healthcare
Airports
Our key platforms invest behind major global thematics
Notes:
1.FY23 and FY24 EBITDAF’s are normalised to assume a full year of ownership of One NZ. FY23 normalised
EBITDAF is $795 million and FY24 normalised EBITDAF is $918 million
2.As at 24 May 2024, based on $10.95 share price and 832,567,631 shares outstanding

6
74%
7%
12%
8%
DigitalRenewablesHealthcareAirports
37.0%
41.0%
15.0%
6.0%
2.0%
AustraliaNew ZealandUnited StatesEuropeAsia
FY24 Proportionate EBITDAF by segment
1
(NZ$m)
Portfolio asset value
2
by geography (NZ$m)
Focus on four high-conviction platforms, across a geographically diverse portfolio of companies
Portfolio composition
AirportsDigital
Renewables
Healthcare
~4% portfolio
~62% portfolio
~22% portfolio~11% portfolio
Stake:Stake:Stake:
Stake:
51.1%
37.3%
95%
40%
73%
57.6%
50.0%
50.3%
66%48.2%
20.0%
52.8%
99.9%
NZ$14.2b
NZ$864m
Notes:
1.Excludes Corporate costs
2.Portfolio asset value represents the independent valuation of Infratil’s equity ownership or book value of its portfolio companies

7
Strong FY24 result despite global and local economic uncertainty, strong thematic tailwinds continue to drive investment across the portfolio
FY24 investment highlights
Acquired Brookfield's 49.9% shareholding in One NZ to take full ownership in NZ$1.8 billion deal, including
successfully completing a NZ$935 million equity raise
Our renewables platform grew its development pipeline by 20GW
CDC signed significant new customer contracts supporting the expansion of existing and development of
new data centres
$2.2 billion was deployed across the portfolio, including $1.8 billion for the One NZ stake. The remaining
was primarily deployed across existing digital and renewable businesses, with demand for digital
infrastructure globally experiencing an unprecedented surge driven by developments in AI
Increased our shareholding in the UK data centre platform, Kao Data and reached a conditional agreement
to acquire Console Connect which remains subject to regulatory conditions
Continued substantial investment across our portfolio companies is laying the groundwork for future growth.
Our proportionate share of capital expenditure amounted to NZ$1.7 billion
NZ$820m
Available capital
NZ$2,225m
Up 263% from FY23
Infratil investment
22.0% (10-year annual return)
18.7% (30-year annual return)
Total shareholder return

8
Strong FY24 result delivering proportionate EBITDAF of NZ$864 million
Full year result came in above the top end of our revised guidance range
Earnings growth reflects strong performances from CDC, Wellington Airport and One
NZ. The result also reflects 10 months earnings contribution from One NZ under full
ownership. On a like for like basis, EBITDAF increased 15%
1
on FY23
Proportionate capex increased to NZ$1.7 billion, up from NZ$1.1 billion in FY23, as we
continue to invest in growth initiatives
Looking ahead, we maintain a positive outlook, with good earnings momentum
observed across a number of our key assets
Proportionate EBITDAF (NZ$m)
Delivered a strong FY24 performance, slightly above EBITDAF guidance, while continuing to invest for future growth
Summary of key financial performance
532
864
FY23AFY24 revised guidanceFY24A
$864m
Up 63% from FY23
Proportionate EBITDAF
13.0cps
Up 4% from FY23
Final dividend
21.7%
12-month total shareholder return
Shareholder return
$1,713m
Up 61% from FY23
Proportionate capex
820 - 850
Notes:
1.FY23 and FY24 EBITDAF’s are normalised to assume a full year of ownership of One NZ. FY23 normalised EBITDAF is $795 million and FY24 normalised EBITDAF is $918 million

9
We are committed to integrating ESG principles across our portfolio to drive sustainable growth and long-term value
Sustainability in practice
of portfolio companies
measuring carbon footprint
Catalyse a rapid and efficient transition to a low-carbon, resilient
future, while protecting and restoring nature
Support our people and communities to thrive
Published our inaugural
climate disclosures
of portfolio company
participation in GRESB
infrastructure assessments
Published our inaugural
sustainability report
$3.3M
Portfolio weighted
community investment
43%
Infratil female board
composition (43% in FY23)
ZERO
Reported workplace fatalities
in FY24
0.57
Lost Time Injury Frequency
Rate (LTIFR)
1.23
Total Recordable Incident
Frequency Rate (TRIFR)
of portfolio companies
have a diversity policy
Infratil becomes the first NZ financial institution to have its science-based
emissions reduction targets validated by the Science Based Targets initiative
83
100
GRESB score
Up from 77 in 2023
0.5 in FY23
1.23 in FY23
Zero in FY23
8.6
Negligible risk

Section 2
Guidance and liquidity

11
464
560
908
452
532
864
FY22AFY23AFY24A
Operational EBITDAFProportionate EBITDAF
Proportionate Operational EBITDAF (NZ$m)
Guidance overview
FY25 Proportionate OperationalEBITDAF guidance range set at NZ$980 – $1,030 million
Key guidance assumptions include:
–CDC EBITDAF of A$320 – A$330 million
–One NZ EBITDAF of NZ$580 – $620 million
–Manawa Energy EBITDAF of NZ$130 – $150 million
–Longroad Energy EBITDAF of US$60 – $70 million
–Wellington Airport EBITDAF of NZ$125 – $135 million
–Diagnostic Imaging EBITDAF of NZ$210 – $230 million
–Corporate costs of NZ$105 – $110 million
Renewable development companies (Gurīn Energy, Galileo, Mint Renewables)
proportionateEBITDAF guidance range - loss of NZ$80- 90 million (Infratil share) as assets
invest in growth
Forecast NZD/AUD 0.9034, NZD/USD 0.6133, NZD/EUR 0.5547, and NZD/GBP 0.4946
Guidance is based on Infratil management’s current expectations and assumptions about
trading performance, is subject to risks and uncertainties, and dependent on prevailing market
conditions continuing throughout the outlook period. Guidance is based on Infratil’s continuing
operations and excludes the impact of the Console Connect transaction which is expected to
close later this year
FY25 Proportionate operational EBITDAF guidance up 11% at the midpoint on a strong FY24 result
FY25 Guidance – operational EBITDAF
980 – 1,030
(11)(29)(44)(80) – (90)
Development EBITDAF
FY25 Guidance

12
282
412
988
316
433
385
181
224
340
779
1,069
1,713
FY22AFY23AFY24AFY25 Guidance
DevelopmentCore +Core
Guidance overview
FY25 Proportionate capital expenditure guidance set at $2.8 billion – $3.2 billion
Key guidance assumptions include:
–CDC capital expenditure of A$2,350 million – A$2,650 million
–One NZ capital expenditure of $240 million – $270 million
–Manawa Energy capital expenditure of $40 million – $50 million
–Wellington Airport capital expenditure of $130 million – $160 million
–Diagnostic Imaging capital expenditure of $90 million – $100 million
–Longroad Energy capex of US$1,200 million – US$1,400 million
–Renewable development companies capital expenditure of $490 million to $540 million (at
100%) as platforms invest in growth
Forecast NZD/AUD 0.9034, NZD/USD 0.6133, NZD/EUR 0.5547, and NZD/GBP 0.4946
Guidance is based on Infratil management’s current expectations and assumptions about
asset investment, is subject to risks and uncertainties, and dependent on prevailing market
conditions continuing throughout the outlook period
Proportionate capital expenditure (NZ$m)
FY25 Proportionate capital expenditure guidance up approximately 75% at the midpoint on significant FY24 spend
FY25 Guidance – capital expenditure
2,800 – 3,200

13
Gearing increased to 20% during the period but remains below our medium-term portfolio
leverage assumption of 30%
$792 million of $1.59 billion of available bank facilities drawn, $820 million of available liquidity to
support additional growth in FY25
The current Infrastructure Bond offer is intended to refinance $56.1 million of maturing IFT230’s,
strengthening Infratil’s funding position and further extending our debt maturity profile
Current weighted average cost of debt of 5.96%, with 89% of drawn debt hedged
Well balanced debt maturity profile and proactive management of bank debt maturities to reduce
refinancing task in any 12-month period
Net debt and gearing %
Debt Maturity Profile
Significant flexibility to support investment opportunities across the portfolio
Debt capacity & facilities
31 March ($millions)20232024
Net bank debt ($593.2)$791.8
Infrastructure bonds$1,085.9$1,241.1
Perpetual bonds$231.9$231.9
Total net debt$724.6$2,264.8
Market value of equity$6,660.6$9,066.7
Total capital$7,385.2
$11,331.5
Gearing
1
9.8%20.0%
Undrawn bank facilities$898.4$800.9
100% subsidiaries cash$593.2$19.2
Liquidity available$1,491.6$820.2
Notes:
1.Gearing is total net debt over total capital
1,180
1,770
1,720
620
720
2,260
34%
41%
25%
9%
10%
20%
0%
10%
20%
30%
40%
-
1,000
2,000
3,000
4,000
FY19AFY20AFY21AFY22AFY23AFY24A
Net debtGearingPortfolio leverage assumption (30%)
156
164
156
102
146
273
243
232
230
175
356
292
159
350
FY25FY26FY27FY28FY29FY30FY31FY32>FY33
BondsDrawn bank debtUndrawn bank debtProposed bond

Section 3
Bond Offer Details

15
Key Terms of the Infrastructure Bonds (1/2)
IssuerInfratil Limited (“Infratil”).
Description of the Infrastructure BondsUnsecured, unsubordinated fixed rate bonds (“Infrastructure Bonds”).
Tenor7.5 years, maturing 17 December 2031.
Issue AmountUp to $75 million (with the ability to accept oversubscriptions at Infratil’s discretion).
Interest Rate
The Infrastructure Bonds will pay a fixed rate of interest.
The Interest Rate will be the greater of:
(a) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b) the Minimum Interest Rate.
Indicative Issue Margin2.40% to 2.50% per annum.
Minimum Interest Rate6.75% per annum.
Bond Financial Covenant (Liabilities to Assets Ratio)
Infratil has agreed for the benefit of Bondholders that, on the last day of each financial year and financial half-year of Infratil (and in certain other
circumstances), Borrowed Money Indebtedness of the Issuer Group (being Infratil and certain of its 100% owned subsidiaries) will not exceed 50% of
Tangible Assets of Infratil and its subsidiaries as at that date.
Use of ProceedsInfratil will use the proceeds of the Offer for general corporate purposes, including to refinance the IFT230 fixed rate bonds maturing on 15 June 2024.
QuotationIt is expected that the Bonds will be quoted on the NZX Debt Market under the ticker code IFT350.
Credit RatingThe Infrastructure Bonds will not be rated.
Ranking of Infrastructure Bonds
The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil. Infratil is a holding company with investments in various
companies. Bondholders have no claim against, or recourse to the assets of, any of those companies.
GuarantorsNone.

16
Key Terms of the Infrastructure Bonds (2/2)
Interest Suspension and Dividend Stopper
Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil when the Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial assistance for the acquisition of shares in Infratil.
Interest Suspension Events
In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the Companies Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions of other financial indebtedness incurred by Infratil or certain of its
subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal obligation by Infratil or certain of its subsidiaries.
Issuer Early Redemption Rights
Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the Maturity Date. Infratil may not exercise this right if:
(a) an event of default under the Trust Deed exists; or
(b) the notice of early redemption is given at a time on or after the day falling 25 Business Days before the Maturity Date.

17
The Offer
Firm Offer - Bookbuild process
NZX firms, institutional investors and other approved parties to
be invited to participate in the bookbuild process
No public pool
Exchange Offer – IFT230 exchange option
Holders of the IFT230 bonds maturing 15 June 2024 have the
opportunity to exchange some or all of their bonds for new
Infrastructure Bonds. You can apply from 8.30am 31 May 2024
at www.infratilbondexchangeoffer.com ​
Minimum applications
$5,000 and multiples of $1,000 thereafter (unless the holder of
IFT230 bonds is exchanging all of their bonds)
Fees
Infratil will pay a firm brokerage fee of 1.00% of the aggregate
principal amount of Infrastructure Bonds (such fee comprised of
a brokerage fee of 0.50% and a firm allocation fee of 0.50%).
Such amounts will be paid to the Arranger who will distribute as
appropriate to primary market participants and approved
financial intermediaries
Arranger
BNZ
Joint Lead Managers
ANZ, BNZ, Craigs Investment Partners, Forsyth Barr, Jarden
Offer Timeline
FirmOfferOpens27 May 2024
FirmOfferCloses11.00am 30 May 2024
RateSetDate30 May 2024
Exchange Offer Opens8.30am 31 May 2024
Exchange Offer Closes5.00pm 12 June 2024
IssueDate17 June 2024
ExpecteddateofQuotationontheNZX
DebtMarket
18 June 2024​
InterestPaymentDates17 March, 17 June, 17 September and 17 December​
FirstInterestPaymentDate
Firm Offer - 17 June for Interest to Original Subscriber purposes, no interestpayable.
First interest payable 17 September​2024.
Exchange Offer - The redemption proceeds of the 2024 Bonds will be banked into the
trust account operated in respect of the Offer on 14 June 2024 (the business day
immediately preceding 15 June 2024) and interest on those Infrastructure Bonds will
accrue at the Interest Rate from that date and be payable on the first Interest Payment
Date (17 June 2024).
MaturityDate17 December 2031
Key Information and Timeline

18
Continued substantial investment across our portfolio companies is laying the groundwork for strong future growth
Concluding remarks
All our businesses are performing well, with strong earnings momentum heading into FY25 despite the uncertain macroeconomic backdrop
30-year track record of disciplined capital allocation and balance sheet management through multiple market cycles
We are excited about the significant ongoing investment opportunities across our existing portfolio to drive further earnings growth
We have multiple levers to manage capital demands effectively and will maintain discipline and appropriate capital structure settings to prioritise the highest value
opportunities for our investors.
While we remain open to exploring new opportunities, our primary focus will be prioritising capital to support existing platform opportunities
As we reflect on the past 30 years, we are proud of the robust returns and solid growth we've delivered to our shareholders and longstanding participation in the New
Zealand bond market. Looking forward, we continue to lay the groundwork for strong future growth

19
Questions

Supporting materials

21
Overview
CDC, One NZ, Kao Data, Longroad Energy, Galileo, Gurīn Energy, Qscan, RHCNZ Medical
Imaging, RetireAustralia, and Wellington Airport reflect the midpoint of 31 March independent
valuations
The fair value of Manawa Energy is shown based on the market price per the NZX
Fortysouth, Mint Renewables, Clearvision and Property reflect their accounting book value as
at 31 March 24
Key valuation methodologies and assumptions underpinning these independent valuations are
summarised on the following pages
The net asset value reflecting the independent valuations of Infratil assets has reached $11.9 billion as at March 2024
Net asset value
Year ended 31 March ($Millions)20232024
CDC$3,678.7$4,419.7
One NZ$1,222.8$3,530.5
FortySouth$207.7$195.2
Kao Data$255.7$556.2
Manawa Energy$795.2$728.0
Longroad Energy$1,583.4$1,952.0
Galileo$72.2$240.7
Gurīn Energy$7.9$237.1
Mint Renewables$3.1$2.0
RHCNZ Medical Imaging$511.6$606.7
Qscan Group$374.3$411.9
RetireAustralia$441.1$464.4
Wellington Airport$512.8$623.7
Clearvision Ventures$125.2$142.6
Property$115.2$98.4
Portfolio asset value$9,906.9$14,209.1
Wholly owned group net debt($724.6)($2,264.8)
Net asset value$9,182.3$11,944.3
Shares on issue (million)724.0 832.6
Net asset value per share$12.68$14.35

22
Year ended 31 March ($Millions)Share
1
20232024
CDC48.2%
$113.7 $140.8
One NZ99.9%
$263.6 $545.5
Fortysouth20.0%
$4.4 $11.5
Kao Data52.8%
($3.0)($2.3)
Manawa Energy51.1%
$69.9 $74.1
Longroad Energy37.0%
$16.4 $33.4
RHCNZ Medical Imaging 50.3%
$54.4 $58.1
Qscan Group57.6%
$33.8 $40.6
RetireAustralia50.0%
$6.1 $12.1
Wellington Airport66.0%
$59.1 $70.7
Corporate & other
($58.1)($76.5)
Operational EBITDAF
$560.3$908.0
Galileo40.0%
($11.8)($15.2)
Gurīn Energy95.0%
($15.6)($21.9)
Mint Renewables73.0%
($1.4)($6.8)
Development EBITDAF
($28.8)($43.9)
Total continuing operations
$531.5$864.1
Trustpower Retail business51.1%
$1.8 ($0.3)
Total
$533.3 $863.8
Proportionate capital expenditureProportionate EBITDAF
Historical Proportionate capital expenditure and EBITDAF
Year ended 31 March ($Millions)20232024
CDC
$341.9
$291.8
One NZ$151.8 $261.4
Fortysouth$3.3 $3.1
Kao Data$36.0 $58.8
Manawa Energy$22.6 $33.6
Longroad Energy$345.9 $825.5
Gurīn Energy$1.7 $60.0
Galileo$28.8 $42.7
Mint Renewables- $1.1
RHCNZ Medical Imaging$14.7 $26.1
Qscan Group$9.5 $16.0
RetireAustralia$66.6 $50.9
Wellington Airport$46.0 $42.2
Proportionate Capital Expenditure$1,068.8 $1,713.2

23
Investment Overview
Capital invested into CDC is to provide liquidity to the management long term incentive
scheme
Acquisition of Brookfield's 49.95% stake in One NZ in June 23 for $1.8 billion
Further investment into Kao Data to purchase a 12.9% stake from a minority shareholder and
continued support of the business as it invests in its Slough and Harlow data centres
Longroad equity injections have been used to support new projects as they reach full notice to
proceed and begin construction
Investment into Gurīn, Galileo, and Mint Renewables is used to support platform growth and
investment into capital projects and to support the growth of capability within the assets
Qscan investment relates to the purchase of shares from doctors who are retiring
Year ended 31 March ($Millions)20232024
CDC
$14.2 $35.1
One NZ
- $1,800.0
Kao Data
$21.2 $156.2
Fortysouth
$212.1 -
Longroad Energy
$242.2 $96.2
Gurīn Energy
$41.2 $55.8
Galileo
$42.3 $39.6
Mint Renewables
$4.4 $5.7
RHCNZ Medical Imaging
$16.4-
Qscan
- $17.8
Clearvision
$24.2 $18.8
Infratil Investment$618.2$2,225.2
Infratil has undertaken significant reinvestment into portfolio companies in FY24, the most significant of which was the purchase of the remaining stake of One NZ
Infratil investment

24
Overview
Proportionate EBITDAF is an unaudited non-GAAP (‘Generally Accepted Accounting
Principles’) measure of financial performance, presented to provide additional insight into
management’s view of the underlying business performance.
Specifically, in the context of operating businesses, Proportionate EBITDAF provides a metric
that can be used to report on the operations of the business (as distinct from investing and
other valuation movements).
Year ended 31 March ($Millions)
20232024
Net profit after tax (‘NPAT’)891.7845.1
Less: Associates
1
equity accounted earnings(653.4)(247.2)
Plus: Associates
1
proportionate EBITDAF389.4217.7
Less: minority share of subsidiary
2
EBITDAF(177.8)(193.9)
Plus: share of acquisition or sale-related transaction costs-24.6
Plus: one-off restructuring costs (including Fibreco)-13.5
Net loss/(gain) on foreign exchange and derivatives(91.9)56.4
Net realisations, revaluations and impairments17.1(998.7)
Discontinued operations(330.1)0.4
Underlying earnings45.0(282.1)
Plus: Depreciation & amortisation107.6558.6
Plus: Net interest166.8366.7
Plus: Tax42.593.1
Plus: International Portfolio Incentive fee169.6127.8
Proportionate EBITDAF531.5864.1
Earnings reconciliation

25
Gearing and credit metrics are monitored across the portfolio in aggregate and at the
individual portfolio company level
Kao Data and Longroad Energy have secured new debt packages in H2 FY24
EBITDAF based leverage metrics not appropriate for Longroad, RetireAustralia and Kao Data
based on industry segment and current operating models.
In addition to the below metrics, Wellington Airport maintains a BBB S&P credit rating (stable
outlook)
Exposure to interest rates is monitored across each portfolio company and managed within
approved treasury policy limits. 78% of drawn debt was hedged on a fixed rate basis as at 31
March 2024 and expected to remain in compliance with defined hedging policy bands out to 5
years or more across the Infratil portfolio
Portfolio company debt
31 March 2024Gearing
1
Net Debt /
EBITDA
2
% of drawn debt
hedged
CDC
3
24.0%9.483%
One NZ28.7%
2.98
70%
Fortysouth43.1%
12.8
92%
Kao Data13.5%n/a 93%
Manawa Energy24.1%3.187%
Longroad Energy
4
6.9%n/a 92%
Galileo
5
n/a n/a n/a
Gurīn Energy
6
n/a n/a n/a
Mint Renewables
7
n/a n/a n/a
RHCNZ Medical Imaging26.6%
3.8
73%
Qscan Group26.7%
3.9
74%
RetireAustralia19.2%n/a 75%
Wellington Airport40.6%
6.1
86%
Value Weighted Average of
Portfolio Companies
8
23.4%
78%
Notes:
1 Gearing calculated as total net debt / total capital based on most recent independent valuations, listed equity value or book value
at 31 March 2024
2 Unless otherwise stated EBITDAF definitions based on pre IFRS16 and allowable pro forma adjustments under financing
arrangements for each Portfolio Company
3 CDC leverage metric applies March 2024 run rate EBITDA annualised.
4 Longroad % of drawn debt hedged is based on non-recourse term debt but excludes construction and working capital facilities.
5,6,7 Holding company Net Debt position, excludes non-recourse project finance borrowing
8 Calculated based on IFT’s value weighted, proportionate share of Total Net Debt /Total Capital across all portfolio companies

---

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
27 May 2024
Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets
Conduct Regulations 2014
Infratil Limited ("Infratil") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets Conduct
Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of bonds due 17 December 2031
("New Bonds"), in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013
("FMCA").
The main terms of the offer and the New Bonds are set out in the Terms Sheet released via the NZX. Except for the
interest rate and the maturity date, the New Bonds will have identical rights, privileges, limitations and conditions
as:
• Infratil's fixed rate bonds maturing on 15 June 2024, which have an interest rate of 5.50% per annum
and which are currently quoted on the NZX Debt Market under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on 15 December 2024, which have an interest rate of 4.75% per annum
and which are currently quoted on the NZX Debt Market under the ticker code IFT260;
• Infratil's fixed rate bonds maturing on 15 June 2025, which have an interest rate of 6.15% per annum
and which are currently quoted on the NZX Debt Market under the ticker code IFT250;
• Infratil's bonds maturing on 15 March 2026, which have an interest rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market under the ticker code IFT300;
• Infratil's fixed rate bonds maturing on 15 December 2026, which have an interest rate of 3.35% per annum
and which are currently quoted on the NZX Debt Market under the ticker code IFT280;
• Infratil's bonds maturing on 15 December 2027, which have an interest rate of 3.60% per annum and which
are currently quoted on the NZX Debt Market under the ticker code IFT310;
• Infratil's bonds maturing on 15 December 2028, which have an interest rate of 6.78% per annum and which
are currently quoted on the NZX Debt Market under the ticker code IFT270;
• Infratil's bonds maturing on 31 July 2029, which have an interest rate of 6.90% per annum and which are
currently quoted on the NZX Debt Market under the ticker code IFT330;
• Infratil's bonds maturing on 15 December 2029, which have a current interest rate of 7.78% per annum
(further rate reset on 15 December 2024 and annually thereafter) and which are currently quoted on the NZX
Debt Market under the ticker code IFTHC;
• Infratil's bonds maturing on 15 June 2030, which have a current interest rate of 5.93% per annum (rate reset
on 15 June 2026) and which are currently quoted on the NZX Debt Market under the ticker code IFT320; and
• Infratil's fixed rated bonds maturing on 15 March 2031, which have an interest rate of 7.08% per annum and
which are currently quoted on the NZX Debt Market under the ticker code IFT340,

(the "Quoted Bonds"), and therefore are of the same class as the Quoted Bonds for the purposes of the FMCA and
the Regulations. The Quoted Bonds have been continuously quoted on the NZX Debt Market over the preceding 3
months.
As at the date of this notice, Infratil is in compliance with:
• the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and
• its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the purposes of the
Regulations.
As at the date of this notice, there is no other information that would be required to be disclosed under a
continuous disclosure obligation or which would be excluded information required to be disclosed for the purposes
of the Regulations if the Quoted Bonds had had the same redemption date or interest rate as the New Bonds being
offered.
For further information, please contact: Tom Robertson,
Infratil Treasurer on +64 4 550 5432