Infratil announces opening of NZ$150 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
Thursday, 20 June 2024
Infratil announces opening of NZ$150 million Retail Offer
Infratil is pleased to announce the opening of its non-underwritten retail share offer (“Retail Offer”) to raise
approximately NZ$150 million (with the ability to accept oversubscriptions at Infratil’s complete discretion). The
Retail Offer is part of the approximately NZ$1,150 million equity raise announced by Infratil on Monday, 17 June
2024, which also included an underwritten placement (“Placement”)
1
. The Placement was completed on
Tuesday, 18 June 2024 and successfully raised NZ$1,000 million.
Eligible shareholders (“Eligible Shareholders”) are all persons recorded in Infratil’s share register as being a
holder of Infratil shares and having an address in New Zealand or Australia as at 9.00pm (NZST) / 7.00pm (AEST)
on Friday, 14 June 2024 (“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$150,000 and
A$45,000, respectively, worth of new shares in Infratil on and in accordance with the terms and conditions in the
Retail Offer Document. The price of the shares for the Retail Offer will be the lower of the Placement issue price
of NZ$10.15 being the price paid by investors 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
Retail Offer closing date of Monday, 8 July 2024.
If the Retail Offer is oversubscribed and Infratil receives applications for more than NZ$150 million of shares,
Infratil may elect to accept oversubscriptions and/or scale back the number of new shares to be allotted under
the Retail Offer to each applicant (at its complete discretion). If Infratil elects to scale applications, it will do so by
reference only to the number of fully paid Infratil shares held by those Eligible Shareholders accepting the Retail
Offer on the Record Date. `In practical terms, this means that:
• Infratil will apply scaling so that, as far as is practicable, shareholders who apply for a number of new
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 the monetary limit on participation applicable
to each shareholder).

• Applying for a monetary amount in the Retail Offer does not necessarily mean that you will be allocated
new shares that equate to that monetary amount. If scaling is applied and you have applied for a
monetary amount that equates to a number of new shares that exceeds the number of new shares
required to enable you to maintain your proportionate ownership in Infratil, the size of your application
may be reduced in the to the level required to enable you to maintain your proportionate ownership.
An Eligible Shareholder that wishes to, at minimum, maintain their proportionate shareholding in Infratil following
completion of the Retail Offer would need to subscribe for at least 136 shares for every 1,000 shares that they own
on the Record Date. In dollar terms, this means that such Eligible Shareholder’s application to participate in the
Retail Offer must be for at least NZ$1,381 for every 1,000 shares that they hold.
2

The Retail Offer is subject to the terms and conditions 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.
The 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 Monday, 8 July 2024.

1
The Placement was fully underwritten, other than in respect of pre-committed pro rata participation in the Placement by
interests associated with Infratil’s manager, Morrison, and related parties amounting to $63.27 million worth of new shares in the
aggregate.
2
The calculations in this paragraph assume that (i) the Retail Offer raises NZ$150 million (with no oversubscriptions accepted or
scaling applied), and (ii) the per share issue price in the Retail Offer is NZ$10.15 (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
Eligible Shareholders who would like to receive a printed copy of the Application Form, together with the Retail
Offer Document, should contact MUFG Corporate Markets (formerly 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

Appendix
Key dates for the Retail Offer include the following:
3

Retail Offer Date / Time
Record date Friday, 14 June 2024 (9:00pm NZST / 7.00pm AEST)
Expected despatch of Retail Offer Document and
Application Form
Thursday, 20 June 2024
Retail Offer opens Thursday, 20 June 2024
Retail Offer closes Monday, 8 July 2024 (5:00pm NZST / 3.00pm AEST)
Announcement of results of Retail Offer Friday, 12 July 2024
Allotment of shares on NZX and ASX Tuesday, 16 July 2024
Commencement of trading of shares on NZX Tuesday, 16 July 2024
Commencement of trading of shares on ASX Wednesday, 17 July 2024


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 new shares 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, and 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 (to the extent such person is acting for the account or benefit of a person in the United
States).

3
The dates set out in this announcement are subject to change and are indicative only. All times and dates refer to NZ standard
time (unless otherwise specified). Infratil reserves the right, where reasonable, to amend the timetable, subject to the NZX
Listing Rules, ASX Listing Rules and applicable law.

---

Not for distribution or release in the United States
This Offer Document is an important document. You should read the entire
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 broker,
financial, investment or other professional advisor. The distribution of this Offer
Document outside of New Zealand and Australia may be restricted by law.
If you come into possession of this Offer Document, you should observe any
such restrictions and should seek your own advice on those restrictions.
Retail Offer
Document
20 June 2024
2024
1994

CONTENTS
IMPORTANT NOTICE 1
PART 1: LETTER FROM THE CHAIR
3
PART 2: RETAIL OFFER AT A GLANCE 6
PART 3: IMPORTANT DATES 9
PART 4: OFFER DETAILS 10
PART 5: GLOSSARY 17
PART 6: DIRECTORY 19

1

IMPORTANT NOTICE
GENERAL INFORMATION
In New Zealand, the Retail Offer is made to Eligible
Shareholders under the exclusion in clause 19 of
Schedule 1 of the FMCA. 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 relief
granted to Infratil under ASIC Instrument 23-0443.
This Offer Document is not a product disclosure
statement, prospectus or other disclosure document
for the purposes of the FMCA, the Corporations Act,
or any other law, has not been lodged with the
Financial Markets Authority or ASIC and does not
contain all of the information that an investor would
find in a product disclosure statement or other
disclosure document, or which may be required in
order to make an informed investment decision
about the Retail Offer or Infratil.
ADDITIONAL INFORMATION AVAILABLE UNDER
INFRATIL’S CONTINUOUS DISCLOSURE
OBLIGATIONS
Infratil is subject to continuous disclosure obligations
under the NZX Listing Rules and ASX Listing Rules.
Market releases by Infratil, including its most recent
financial statements, are available at www.nzx.com
and www.asx.com.au under the code “IFT”.
Infratil may, during the period of the Retail Offer,
make additional releases to the NZX and the ASX. To
the maximum extent permitted by law, no release by
Infratil to NZX or ASX will permit an Applicant to
withdraw any previously submitted application
without Infratil’s prior consent.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in
connection with the Retail Offer to Eligible
Shareholders in New Zealand and Australia. It 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 an offer or invitation.
This Offer Document may not be sent or given to any
person who is not an Eligible Shareholder in
circumstances in which the Retail Offer or
distribution of this Offer Document would be
unlawful. The distribution of this Offer Document
(including an electronic version) outside New Zealand
and Australia may be restricted by law. In particular,
this Offer Document may not be distributed to any
person, and the New Shares may not be offered or
sold, in any country outside of New Zealand and
Australia or as Infratil may otherwise determine in
compliance with applicable laws. Any persons who
come into possession of this Offer Document
(including nominees, trustees or Custodians) should
seek advice on and observe any such restrictions.
This Offer Document and any accompanying
announcements does not constitute an offer to sell,
or the solicitation of an offer to buy, any New Shares
in the United States or to any person who is acting for
the account or benefit of any person in the United
States (to the extent such person is acting for the
account of a person in the United States), or in any
other jurisdiction in which, or to any person to whom,
such an offer would be illegal.
The New Shares to be offered and sold under the
Retail Offer 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.
Accordingly, the New Shares may not be offered or
sold, directly or indirectly, in the United States or to
any person who is 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).
Further details on the offering restrictions that apply
are set out in the Terms and Conditions.
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure
to comply with such restrictions could contravene
applicable securities law. Infratil and its affiliates, and
each of their respective Directors, officers, employees,
advisers and agents, disclaims all liability to such
persons.
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 Offer Document. As set
out in the Terms and Conditions, Infratil may accept
oversubscriptions, and if the Retail Offer is
oversubscribed, scale back the number of New
Shares to be allotted under the Retail Offer to each
Applicant, at its complete discretion (provided that,
where Infratil elects to apply scaling, it will do so by
reference only to the number of fully paid Shares held
by those Eligible Shareholders accepting the Retail
Offer on the Record Date).
Additionally, Infratil reserves the right to withdraw all
or any part of the Retail Offer (either generally or in
particular cases) and the issue of New Shares at any
time before the Allotment Date at its complete
discretion.

2

NO GUARANTEE
No guarantee is provided to any person in relation to
the New Shares to be issued pursuant to the Retail
Offer. Likewise, no warranty is provided with regard
to the future performance of Infratil or any return on
any investment made pursuant to this Offer
Document. Historic performance does not mean that
similar returns will be achieved in the future.
The market price for the Shares may change
between the date the Retail Offer opens, the date you
apply for New Shares under the Retail Offer, and the
date on which the New Shares are allotted to you.
Accordingly, the price paid for New Shares under the
Retail Offer may be higher or lower than the price at
which Shares are trading on the NZX or the ASX at
the time the New Shares are issued under the Retail
Offer. The market price of New Shares following
allotment may be higher or lower than the Issue
Price.
DECISION TO PARTICIPATE IN THE RETAIL OFFER
The information in this Offer Document does not
constitute a recommendation to acquire or invest in
New Shares nor does it amount to financial product
advice. This Offer Document has been prepared
without taking into account the particular needs or
circumstances of any investor, including an investor’s
investment objectives, financial and/or tax position.
You should conduct your own independent review,
investigation and analysis of the New Shares the
subject of the Retail Offer. You should obtain any
professional advice you require to evaluate the merits
and risks of an investment in Infratil before making
any investment decision based on your investment
objectives.
PRIVACY
Any personal information provided by an Eligible
Shareholder via an Application or Custodian
Certificate will be held by Infratil and/or the Share
Registrar at the addresses set out in the Directory.
Infratil and/or the Share Registrar may store your
personal information in electronic format, including
in online storage or on a server or servers which may
be located in New Zealand or overseas. This
information will be used for the purposes of
administering your investment in Infratil.
This information will only be disclosed to third parties
(including the NZX, ASX and other third parties that
assist Infratil and/or the Share Registrar to perform
their business and functions) 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
Enquiries about the Retail Offer can be directed to an
NZX Primary Market Participant, your broker, or your
solicitor, accountant or other professional adviser.
If you have any questions about how to apply online,
please contact the Share Registrar, whose contact
details are set out in the Directory.
DEFINED TERMS
Capitalised terms used in this Offer Document have
the specific meaning given to them in Part 5
(Glossary) at the back of this Offer Document. Words
importing the plural include the singular and vice
versa.

3

PART 1: 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 additional Infratil shares without incurring brokerage or other transaction costs. Further
details regarding who is eligible to participate, limits on participation and pricing, are explained below.
Purpose of the equity raise
The Retail Offer is part of the equity raise that we announced on 17 June 2024, the first component of which was the
Placement that was completed on 18 June 2024 and successfully raised NZ$1,000 million.

The proceeds of the equity raise will be used to fund accelerated growth of Infratil’s portfolio entity, CDC, and
provide additional balance sheet flexibility to allow Infratil to continue to invest across its portfolio. We encourage
you to read the Investor Presentation for the Placement that was released on 17 June 2024 (available to Eligible
Shareholders at www.infratilshareoffer.com) which will provide more details on why Infratil decided to undertake the
equity raise.
Structure of the equity raise
The Board selected the overall structure for the equity raise announced on 17 June 2024, being a Placement and this
Retail Offer, as it offered the primary benefit of rapid execution for the largest component of the raise (which reduces
market risk, and therefore supports a smaller discount to Infratil’s trading price and provides maximum certainty of
size) and it can be implemented in a manner that is consistent with the Board’s goal of ensuring fairness to all
shareholders. In particular, the Retail Offer enables almost all eligible retail shareholders the opportunity to maintain
their relative shareholding in Infratil if they desire to participate.
Infratil is seeking to raise NZ$150 million through this Retail Offer, with the ability to accept oversubscriptions at
Infratil’s complete discretion. The Retail Offer will enable all Eligible Shareholders to acquire Infratil shares at a price
which cannot be more than the price at which new shares were issued in the Placement, being NZ$10.15 per Infratil
share (representing a discount of 6.8% to the closing price of Infratil Shares on the NZX of NZ$10.89 on 14 June 2024).
Who can participate in the Retail Offer and how much can they apply for?
In short, you are eligible to participate in the Retail Offer if you 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 9.00pm (NZST) / 7.00pm (AEST) on
14 June 2024 (being the “Record Date” for the Retail Offer).
Each Eligible Shareholder who is resident in New Zealand may apply to subscribe for up to NZ$150,000 worth of
shares in the Retail Offer.
Each Eligible Shareholder who is resident in Australia may apply to subscribe for up to A$45,000. The lower limit on
participation for Australian resident shareholders reflects the legal rules applicable to offers of this nature in Australia
and Infratil has previously been unsuccessful in seeking relief from ASIC to enable Australian resident shareholders
to apply for a higher amount.
Applications may be scaled in the event of oversubscriptions
If the Retail Offer is oversubscribed and Infratil receives Applications for more than NZ$150 million of shares, Infratil
may elect to accept oversubscriptions and/or scale back the number of new shares to be allotted under this Retail
Offer to each applicant (at its complete discretion).

4

If Infratil elects to scale back Applications, it will do so by reference only to the number of fully paid Infratil shares
held by those Eligible Shareholders accepting the Retail Offer on the Record Date. In practical terms, this means
that:
• Infratil will apply scaling so that, as far as is practicable, shareholders who apply for a number of new 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 the monetary limit on participation applicable to each shareholder).
• Applying for a monetary amount in the Retail Offer does not necessarily mean that you will be allocated new
shares that equate to that monetary amount. If scaling is applied and you have applied for a monetary amount
that equates to a number of new shares that exceeds the number of new shares required to enable you to
maintain your proportionate ownership in Infratil, the size of your Application may be reduced in the to the
level required to enable you to maintain your proportionate ownership.
Minimum amount that you need to apply for to maintain proportionate ownership
An Eligible Shareholder that wishes to, at minimum, maintain their proportionate shareholding in Infratil following
completion of the Retail Offer would need to subscribe for at least 136 shares for every 1,000 shares that they own on
the Record Date. In dollar terms, this means that your application to participate in the Retail Offer must be for at
least NZ$1,381 for every 1,000 shares you hold.
1

What price are shares being issued at in the Retail Offer?
The price per share under the Retail Offer will be the lower of:
• NZ$10.15, being the price new shares were issued in the Placement (representing a discount of 6.8% to the
closing price of Infratil Shares on the NZX of NZ$10.89 on 14 June 2024); 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.
Dividend Reinvestment Plan
The Board recognises that the equity raise has been announced during the reference period that is used to calculate
the “strike price” at which new shares are to be issued under the terms of Infratil’s dividend reinvestment plan in
respect of Infratil’s FY24 final dividend. At this stage, without limiting the Board’s discretion, the Board expects the
dividend reinvestment plan to remain in operation in respect of the FY24 final dividend and that it will exercise its
discretion to ensure that the “strike price” is the lower of the “strike price” that arises from the usual calculation and
NZ$10.15, being the price new shares were issued in the Placement. The Board’s final decision regarding the “strike
price” will be announced on 24 June 2024.
Further details, including how to apply to participate in the Retail Offer
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. All documents relating to the Retail Offer, as
well as the Investor Presentation for the Placement that was released on 17 June 2024, are available online to Eligible
Shareholders at www.infratilshareoffer.com.
If you wish to participate in the Retail Offer, please ensure that you submit an Application and make payment online
at www.infratilshareoffer.com no later than 5.00pm (NZST) / 3.00pm (AEST) on 8 July 2024. If you are a Custodian,
you also need to complete and return a Custodian Certificate (which is available on request from Infratil’s Share
Registrar, MUFG Corporate Markets) to the email address on the Custodian Certificate by the application deadline.
Participation in the Retail Offer is optional.
Shares under the Retail Offer are expected to be allotted on or around 16 July 2024 and will rank equally with all
existing Infratil shares on issue at that date.

1
The calculations in this paragraph assume that (i) the Retail Offer raises NZ$150 million (with no oversubscriptions accepted or
scaling applied), and (ii) the per share issue price in the Retail Offer is NZ$10.15 (being the per share issue price in the Placement).

5

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 30 years by offering exposure to a diversified
portfolio of global infrastructure assets. Reflecting their commitment, I am pleased to confirm that all Infratil
Directors who are Eligible Shareholders intend to participate in the equity raise by acquiring their ‘pro rata’ share.
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

6

PART 2: RETAIL OFFER AT A GLANCE

Issuer
Infratil Limited
Retail Offer
Infratil is undertaking a Retail Offer under which Eligible Shareholders can purchase New
Shares in Infratil without incurring brokerage or other transaction costs. Infratil is
seeking to raise approximately NZ$150 million from the Retail Offer, with the ability for
Infratil to accept oversubscriptions at its complete discretion.

The Retail Offer is being conducted as part of an Equity Raise announced on 17 June
2024 which also included a Placement to selected investors of NZ$1,000 million (the
results of which were announced to NZX and ASX on 18 June 2024).

The Retail Offer component of the Equity Raise is not underwritten.
Eligibility
You are an Eligible Shareholder and able to participate in the Retail Offer if:
a) you were recorded in Infratil’s share register as a Shareholder as at 9.00pm
(NZST) / 7.00pm (AEST) on the Record Date; and
b) your registered address recorded in Infratil’s share register is in New Zealand or
Australia,
provided that:
c) you may not participate if you are outside New Zealand or Australia; and
d) 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.
Issue Price of Shares
The New Shares will be issued at the lower of:
a) NZ$10.15, being the price paid by investors in the Placement (representing a
discount of 6.8% to the closing price of Infratil Shares on the NZX of NZ$10.89 on
14 June 2024); and
b) a 2.5% discount to the five-day volume weighted average price of Infratil Shares
traded on NZX during the five NZX trading days up to, and including, the
Closing Date.
If you are a shareholder listed on Infratil’s Australian sub register, the issue price will be
determined by reference to the NZ$:A$ exchange rate published by the New Zealand
Reserve Bank on its website at 3.00pm (NZST) on the Closing Date. The market price of
the Shares may change between the Opening Date, the date you apply for New Shares
under the Retail Offer, and the Allotment Date.

7

Maximum
Application Amount
Eligible Shareholders can apply for New Shares up to a maximum amount of NZ$150,000
(for New Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible
Shareholders)
2
.

In practical terms an Eligible Shareholder that wishes to, at minimum, apply to maintain
their proportionate shareholding in Infratil following completion of the Retail Offer,
would need to subscribe for at least 136 New Shares for every 1,000 shares that they own
on the Record Date. In dollar terms, this means that your application to participate in the
Retail Offer must be for at least NZ$1,381 for every 1,000 shares you hold.
3


For the avoidance of doubt:
• Any application for New Shares is an application for a dollar amount of New Shares,
not for a certain number of New Shares.
• An application for an amount of New Shares does not guarantee that your
application will be accepted in full as, if the Retail Offer is oversubscribed,
applications may be scaled back at Infratil’s complete discretion. Refer to the row
headed “Scaling” for further details.
Scaling
If the Retail Offer is oversubscribed, Infratil may scale back the number of New Shares to
be allotted under the Retail Offer to each Applicant at its complete discretion provided
that, where Infratil elects to apply scaling, it will do so by reference only to the number of
fully paid Shares held by those Eligible Shareholders accepting the Retail Offer on the
Record Date.

In practice, this means that if the Retail Offer is oversubscribed and Infratil elects to scale
back the oversubscriptions, Infratil would apply scaling so that, as far as is practicable,
Eligible Shareholders who apply for a number of New Shares that will allow them (or
their relevant beneficial owner(s)) to maintain their proportionate ownership in Infratil
will receive those New Shares (subject to the overall size of the Retail Offer and
regulatory restrictions on the number of New Shares that can be offered to Australian
Eligible Shareholders).

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 5 of Part 4 (Offer Details).
New Shares
The New Shares will be same class as, and ranking equally with, existing Shares.
Equal participation
Each Eligible Shareholder has the right to apply for the maximum amount of New
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 (but
please see above under “Scaling” for Infratil’s right to scale back Applications).

2
The maximum application amount for Australian Eligible Shareholders has been set at a lower amount than the equivalent limit
applicable to New Zealand Eligible Shareholders in order to comply with Australian legal constraints applicable to participation by
Australian resident shareholders in an offer of this nature. Refer to clause 7.2 of Part 4 (Offer Details) for further details regarding
these maximum amounts.
3
The calculations in this paragraph assume that (i) the Retail Offer raises NZ$150 million (with no oversubscriptions accepted or
scaling applied), and (ii) the per share issue price in the Retail Offer is NZ$10.15 (being the per share issue price in the Placement).

8

Transferability
The offer made under this Retail Offer is personal to each Eligible Shareholder and non-
renounceable. It cannot be transferred to another person.
How to apply
Applications should be made online at www.infratilshareoffer.com.

Applications (with payment) must be received by 5.00pm (NZST) / 3.00pm (AEST) on
Monday, 8 July 2024 to be accepted.

If you are a Custodian and wish to apply for New Shares, you also need to complete and
return a Custodian Certificate with your Application. To determine whether you are a
Custodian, and how to obtain a Custodian Certificate, refer to clause 3 of Part 4 (Offer
Details). You need to return your completed Custodian Certificate to the email address
on the Custodian Certificate.

No cooling-off rights apply to Applications submitted under the Retail Offer and once an
Application has been submitted it cannot be withdrawn without Infratil’s consent.

Refer to clause 4 of Part 4 (Offer Details) for more information about Applications.
Eligible Shareholders who would like to receive a printed copy of the Application Form,
together with the Retail Offer Document, should contact Infratil’s Share Registrar, MUFG
Corporate Markets (refer to Part 6 (Directory) for contact details).
Do I have to
participate in the
Retail Offer?
No, you do not have to participate in the Retail Offer.

However, if you are an Eligible Shareholder and you do not submit an Application for any
amount of New Shares in the Retail Offer (and have not otherwise participated in the
Placement), your percentage holding in Infratil will be diluted as a result of the issue of
New Shares in the Equity Raise. You would also be diluted if you submit an Application
for fewer New Shares than would be required to maintain your proportionate
shareholding in Infratil following completion of the Retail Offer.
Receiving your New
Shares
You will receive your New Shares on or about 16 July 2024, unless the Closing Date is
extended.
Shares owned
through a trustee or
Custodian
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 New Shares on
your behalf, up to NZ$150,000 (for New Zealand Eligible Shareholders) and A$45,000 (for
Australian Eligible Shareholders).

If you own Shares in more than one capacity (e.g., shares in your own name, joint holder
of Shares or through a Custodian), then even if you have received more than one offer to
participate in the Retail Offer in those different capacities, your aggregate application
value across all Applications must not exceed NZ$150,000 (for New Zealand Eligible
Shareholders) and A$45,000 (for Australian Eligible Shareholders).

Refer to clause 3 of Part 4 (Offer Details) for further details regarding Custodians.

9

PART 3: IMPORTANT DATES
4


DATE EVENT SUMMARY
14 June 2024 Record Date Eligible Shareholders registered at 9.00pm (NZST) / 7.00pm (AEST)
on 14 June 2024 may participate in the Retail Offer.
20 June 2024 Offer Opening Date Retail Offer opens for applications 9:00am (NZST) or 7:00am (AEST).
8 July 2024 Offer Closing Date The Retail Offer closes at 5.00pm (NZST) / 3.00pm (AEST), unless
extended. Applications, and payment must be received by the
Share Registrar by this time.
12 July 2024 Announce results of
Offer
Announcement to be made on the NZX and ASX.
15 July 2024 ASX Settlement Date Settlement on the ASX.
16 July 2024 NZX Settlement Date Settlement on the NZX.
16 July 2024 Allotment Date New Shares are proposed to be allotted on the NZX and ASX.
16 July 2024 Commencement of
trading on NZX
Trading is expected to commence on the NZX.
16 July 2024 Dispatch Date Transaction confirmation dispatched to participating shareholders.
17 July 2024 Commencement of
trading on ASX
Trading is expected to commence on the ASX.

Applications should be made via the online Application process and applicants are encouraged to do so as soon as
possible. No cooling-off rights apply to Applications submitted under the Retail Offer and once an Application has
been submitted it cannot be withdrawn without Infratil’s consent.

4
The dates set out in the tables above (and any references to them in this Offer Document) are subject to change and are indicative
only. All times and dates refer to NZ standard time (unless otherwise specified). Infratil reserves the right, where reasonable, to
amend the timetable (including by extending the closing date for the Retail Offer or accepting late applications, either generally or in
particular cases) having regard to market conditions, the circumstances of the Retail Offer and Infratil's business needs and subject
to the NZX Listing Rules, ASX Listing Rules and applicable law. Any extension of the closing date for the Retail Offer will have a
consequential effect on the relevant Allotment Date. Material changes to the timetable for the Retail Offer will be disclosed on NZX
and ASX as soon as practicable.

10

PART 4: OFFER DETAILS
1. ELIGIBLE SHAREHOLDERS
1.1. You may participate in the Retail Offer if you are an Eligible Shareholder. Joint holders of New Shares are
taken to be a single registered holder of New Shares for the purposes of determining whether they are an
Eligible Shareholder and the certification in the Application is taken to have been given by all of them.
1.2. 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.
1.3. Infratil accepts no liability where an Eligible Shareholder does not receive a letter of entitlement regarding
participation in this Retail Offer, or does not receive such a letter in time.
1.4. Shareholders who are in the United States or in any other location 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 in any other location outside New Zealand or Australia, are not entitled to
participate in the Retail Offer on behalf of those persons.

2. ISSUE PRICE AND NUMBER OF NEW SHARES
2.1. The Issue Price for New Shares under the Retail Offer is the lower of:
(a) NZ$10.15, being the price payable by investors in the Placement (representing a discount of 6.8% to
the closing price of Infratil Shares on the NZX of NZ$10.89 on 14 June 2024); 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.
For the avoidance of doubt, this clause 2.1 means that in no circumstances may the Issue Price for New
Shares under the Retail Offer exceed the price payable for Shares by participants in the Placement (which
was announced together with the Retail Offer).
2.2. Eligible Shareholders may apply to purchase an amount of New Shares up to a maximum amount of
NZ$150,000 (for New Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible Shareholders),
by filling in the appropriate section in the Application. Any fractional New Shares allocated under the
Retail Offer will be rounded down to the nearest whole number of New Shares. The exact monetary
amount you apply for in your Application must be paid in full on application. Payment of that monetary
amount must be made in accordance with the online application process, and payment via any other
method may only be made as directed by Infratil at its complete discretion.
2.3. The Issue Price is a New Zealand dollar amount. If you apply for an Australian dollar amount of New
Shares, Infratil will convert the New Zealand dollar Issue Price to Australian dollars at the NZ$:A$
exchange rate published by the New Zealand Reserve Bank on its website at 3.00pm (NZST) on the
Closing Date. The market price of the New Shares may change between the Opening Date, the date you
apply for New Shares under the Retail Offer, and the Allotment Date.
2.4. If you apply for an Australian dollar amount of New 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 (NZST) on
the Closing Date), New Shares having a total issue price equal to NZ$50,000 (converted in accordance
with clause 2.3), 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 2.4 limits Infratil’s ability to scale
acceptances as set out in clause 5 of this Part 4 (Offer Details).
2.5. If an Eligible Shareholder receives more than one offer under the Retail Offer (for example, because the
Eligible Shareholder holds Shares in more than one capacity, for example, Shares held in their own name,
Shares held jointly with another person and/or Shares held through a Custodian), the Eligible
Shareholder’s aggregate application value across all Applications must not exceed NZ$150,000 (for New
Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible Shareholders).
2.6. To the maximum extent permitted by law, Infratil and its related bodies corporate and affiliates, and each
of their respective directors, officers, partners, employees, representatives, agents and advisers, 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 New Shares into Australian
dollars, or any decision relating to accepting oversubscriptions, allocation of New Shares, or scaling. Any
decision made by Infratil as to the allocation of New Shares under the Retail Offer is made at Infratil’s
complete discretion.

11

3. CUSTODIANS
3.1. 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 or is a
responsible entity of an IDPS-like scheme (as defined in ASIC Corporations (Investor Directed
Portfolio Services) Instrument 2023/669 and ASIC Corporations (Investor Directed Portfolio
Services Provided Through a Registered Managed Investment Scheme) Instrument
2023/668 respectively);
(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.
3.2. Custodians may apply to purchase New Shares for an amount greater than NZ$150,000 (for New Zealand
resident beneficial owners) and A$45,000 (for Australian resident beneficial owners), provided that the
Custodian only applies for no more New Shares than collectively have an aggregate application price of
NZ$150,000 / 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.
3.3. 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 3.4 of this Part 4 (Offer Details) by providing a
Custodian Certificate to the email address on the Custodian Certificate (in addition to completing an
Application). To request a Custodian Certificate, or if you would like further information on how to apply
for New Shares as a Custodian, you should contact Infratil’s Share Registrar, MUFG Corporate Markets, at
any time from 8.30am to 5.00pm (NZST) / 6.30am to 3.00pm (AEST) (Monday to Friday) prior to the Closing
Date.
3.4. If a Custodian applies to purchase New 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 9.00pm (NZST) / 7.00pm (AEST) on the Record Date,
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 New Shares that each Participating Beneficiary has instructed the Custodian,
either directly or indirectly through a Downstream Custodian, to apply for on their behalf;
(e) that there are no Participating Beneficiaries in respect of which the total of the application price for
the following exceeds NZ$150,000 (in relation to Participating Beneficiaries that are resident in New
Zealand) or A$45,000 (in relation to Participating Beneficiaries that are resident in Australia):
(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

12

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 Offer 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 is not making
an application as an Eligible Shareholder for New Shares under the Retail Offer, and no other
Custodian is submitting an Application under the Retail Offer for that beneficial owner.
3.5. A Custodian may not participate in the Retail Offer on behalf of, or distribute this Offer Document or any
other document 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.

4. COMPLETING THE APPLICATION AND PAYING FOR NEW SHARES
4.1. If you are an Eligible Shareholder and you wish to participate in the Retail Offer, you must complete the
online Application at www.infratilshareoffer.com and make payment in accordance with the instructions
provided, or apply as otherwise directed by Infratil. If you are a Custodian, you must follow the same
process but also complete and submit a Custodian Certificate which may be obtained from Infratil’s Share
Registrar as noted in clause 3.3 of this Part 4 (Offer Details).
4.2. Eligible Shareholders should make payment for the exact dollar amount applied for in the Application, in
accordance with the share parcel selected.
4.3. To be valid, your Application (and, if applicable, Custodian Certificates) and payment must be received by
MUFG Corporate Markets prior to the Closing Date. Applications (and, if applicable, Custodian
Certificates) or payment received after that date will only be accepted at Infratil’s complete discretion.

5. INFRATIL’S DISCRETION TO ACCEPT OR REJECT APPLICATIONS
5.1. Infratil has complete discretion to accept or reject your Application to purchase New Shares under the
Retail Offer, including (without limitation) if:
(a) your Application 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$150,000 (for New Zealand Eligible
Shareholders) and A$45,000 (for Australian Eligible Shareholders) (in aggregate) of New Shares
(except if you are a Custodian applying on behalf of more than one beneficial owner in accordance
with clause 3.2 of this Part 4 (Offer Details));
(d) your Application, Custodian Certificate (if applicable) or payment is received after the Closing Date.
While Infratil has discretion to accept late Application, Custodian Certificates (if applicable) and
payments, there is no assurance that it will do so. Late Application, Custodian Certificates (if
applicable) and payments, if not processed, will be 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 the Terms and Conditions.
5.2. Infratil is inviting Applications for up to NZ$150 million of New Shares and subject to the participation
limits of NZ$150,000 (for New Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible
Shareholders), but Infratil reserves the right to accept oversubscriptions (in respect of either any individual
application or the aggregate amount of all applications) at its complete discretion.
5.3. If the Retail Offer is oversubscribed, Infratil may scale back the number of New Shares to be allotted under
the Retail Offer to each Applicant at its complete discretion provided that, where Infratil elects to apply
scaling, it will do so by reference only to the number of fully paid Shares held by those Eligible
Shareholders accepting the Retail Offer on the Record Date.
5.4. Application monies received will be held in a trust account with the Share Registrar until the
corresponding New Shares are allotted or the application monies are refunded. Interest earned on the
application monies will be for the benefit, and remain the property, of Infratil and will be retained by
Infratil whether or not the issue of New Shares takes place.
5.5. 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 New 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.

13

5.6. Any difference less than $5 due to scaling or rounding will be retained by Infratil and not refunded.
5.7. Refunds will be made by direct credit to the bank account held by Infratil’s Share Registrar. Refunds will
be issued within five business days following the Allotment Date.

6. SIGNIFICANCE OF MAKING AN APPLICATION
6.1. If you apply to participate in the Retail Offer by completing and returning the Application (and, if
applicable a Custodian Certificate), you will be deemed to have made the following declarations,
representations, warranties and agreements to Infratil:
(a) your Application, on the Terms and Conditions, will be irrevocable and unconditional (i.e. it cannot be
withdrawn) without Infratil’s consent;
(b) you confirm that you have read and understood this Offer Document (including the “Important
Notice” section) in its entirety;
(c) you acknowledge and agree that the determination of eligibility of investors for the purposes of the
Retail Offer is determined by reference to a number of matters, including legal requirements,
logistical and registrar constraints and the discretion of Infratil. Infratil and its related bodies
corporate and affiliates, and each of their respective directors, officers, partners, employees,
representatives, agents and advisors, disclaim any duty or liability in respect of the exercise or
otherwise of that discretion, to the maximum extent permitted by law;
(d) you certify to Infratil that you are an Eligible Shareholder entitled to apply for New Shares under the
Terms and Conditions, including that you were a registered holder of Shares as at the Record Date
and you are a resident of New Zealand or Australia (and not a resident of the United States or any
other country);
(e) you agree to be bound by the Constitution of Infratil;
(f) you represent and warrant (for the benefit of Infratil and its related bodies corporate and affiliates)
that you are eligible to participate in the Retail Offer;
(g) you certify to Infratil that you are not applying for New Shares with a total application price in excess
of NZ$150,000 (for New Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible
Shareholders) as a result of any of the following:
(i) under the Retail Offer (including, where you hold Shares in more than one capacity, for
example Shares held in their own name, Shares held jointly with another person and/or Shares
held through a Custodian);
(ii) any other Shares issued to you under the Retail Offer or any similar arrangement in the 12
months before the Application, excluding any issue of Shares in the Placement;
(iii) any other New Shares under the Retail Offer which you have instructed a Custodian to acquire
on your behalf under the Retail Offer; and
(iv) 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;
(h) 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 ASIC Instrument 23-0443, 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);
(i) without limiting Infratil’s discretion to accept or reject Applications in clause 5 of this Part 4 (Offer
Details) above, you authorise Infratil (and its officers or agents) to correct any error in, or omission
from, your Application (and, if applicable, your Custodian Certificate) and to complete the
Application (and, if applicable, the Custodian Certificate) by the insertion of any missing details;
(j) you acknowledge that Infratil may at any time irrevocably determine that your Application (and, if
applicable, your Custodian Certificate) is valid, in accordance with the Terms and Conditions, even if
the Application (or, as applicable, your Custodian Certificate) is incomplete, contains errors or is
otherwise defective;
(k) you acknowledge that none of Infratil, and its related bodies corporate and affiliates, and each of
their respective directors, officers, partners, employees, representatives, agents and advisors, 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 New Shares under
the Retail Offer;

14

(l) you acknowledge the risk that the market price for the Shares may change between the Opening
Date, the date you apply for New Shares under the Retail Offer, and the Allotment Date. This is
particularly the case given the potential for fluctuations and volatility in the share prices for listed
companies due to inflationary pressures, interest rate changes and other significant events and
conflicts around the world. Accordingly, you acknowledge that:
(i) the price paid for the New Shares may be higher or lower than the price at which Shares are
trading on the NZX or ASX as at the time New Shares are issued under the Retail Offer;
(ii) the market price of New Shares following allotment may be higher or lower than the Issue
Price; and
(iii) it is possible that up to or after the NZX Settlement Date or the ASX Settlement Date (as
applicable), you may be able to buy Shares at a lower price than the Issue Price.
(m) you acknowledge that Infratil is not liable for any exercise of its discretions referred to in the Terms
and Conditions;
(n) you irrevocably and unconditionally agree to be bound by the Terms and Conditions and this Offer
Document and agree not to do any act or thing which would be contrary to the spirit, intention or
purpose of the Retail Offer;
(o) 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)
and you are not otherwise a person to whom it would be illegal to make an offer or issue of New
Shares under the Retail Offer and under any applicable laws and regulations;
(p) you acknowledge that the New 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 or to any persons who are acting for
the account or benefit of a person in the United States (to the extent such persons hold Shares and
are acting for the account or benefit of a person in the United States);
(q) you acknowledge that you are subscribing for or are purchasing the New Shares outside the United
States in an “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;
(r) you represent that you have not, and you agree that you will not, send this Offer Document or any
other materials relating to the Retail Offer to any person in the United States or to any person
(including nominees or custodians) acting for the account or benefit of a person in the United States;
(s) you confirm that all details and statements in your Application are complete and accurate; and
(t) you acknowledge and agree that if in the future you decide to sell or otherwise transfer the New
Shares, you will only do so in transactions exempt from or not subject to the registration
requirements of the U.S. Securities Act, including 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.
6.2. If a Custodian applies to purchase New Shares under the Retail Offer for a beneficial owner pursuant to
clause 3.2 of this Part 4 (Offer Details):
(a) the certification referred to in clause 6.1(c) of this Part 4 (Offer Details) will be taken to be given by
the beneficial owner on whose behalf the Custodian is applying to purchase New Shares; and
(b) in addition to the matters referred to in clause 6.1, the Custodian also certifies each of the matters set
out in the Custodian Certificate.

7. THE NEW SHARES
7.1. New 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 New 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 New
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 Offer Document.
7.2. The issue of New Shares under the Retail Offer is being undertaken on the following basis:
(a) for New Zealand Eligible Shareholders:
(i) in reliance on the exclusion in clause 19 of Schedule 1 of the FMCA; and

15

(ii) pursuant to NZX Listing Rule 4.3.1 (Pro-rata issues and Share Purchase Plan) in respect of the
first NZ$50,000 of New Shares offered and NZX Listing Rule 4.5.1 (15% Placement) in respect of
the additional NZ$100,000 of New Shares offered;
(b) for Australian Eligible Shareholders:
(i) in accordance with the conditions imposed by relief granted by ASIC under ASIC Corporations
(Share and Interest Purchase Plans) Instrument 2019/547 as amended ASIC Instrument 23-0443
(including that an Eligible Shareholder in Australia must not be issued more than NZ$50,000 of
New Shares under that instrument in any consecutive 12-month period); and
(ii) pursuant to NZX Listing Rule 4.3.1 (Pro-rata issues and Share Purchase Plan) in respect of the
A$45,000 of New Shares offered;
(c) for all Eligible Shareholders, in accordance with the requirement in the NZX Listing Rules in respect
of share purchase plans that:
(i) the consideration payable for the Shares issued under all of Infratil’s share purchase plans
conducted in reliance on NZX Listing Rule 4.3.1 (Pro-rata issues and Share Purchase Plan), other
than any share purchase plan that has been ratified by an ordinary resolution of Infratil’s
shareholders, does not in any 12 month period exceed $50,000 per registered holder (or, in the
case of Shares held through a custodian, each beneficial owner); and
(ii) the aggregate number of New Shares issued to Eligible Shareholders in reliance on NZX Listing
Rule 4.3.1 (Pro-rata issues and Share Purchase Plan) does not exceed 10% of the Shares already
on issue at the time of the Retail Offer.

8. FINANCIAL STATEMENTS
8.1. You may obtain free of charge the most recent annual report and financial statements of Infratil by
contacting Infratil’s Share Registrar or you may download the reports from the Infratil website:
https://infratil.com/for-investors/.

9. BROKER STAMPING AND RETAIL PLATFORM FEES
9.1. No investor will pay brokerage as a subscriber for New Shares under the Retail Offer.
9.2. A stamping fee of 0.5% of application monies on New Shares allotted will be paid to eligible NZX or ASX
firms who submit a valid claim for a broker stamping fee on successful Applications for New Shares
allotted via NZX or ASX firms, subject to a fee limit of NZ$250 per Shareholder.
9.3. A fee of NZ$6 will be paid to New Zealand retail investment platforms (determined by Infratil) on each
successful Application submitted on behalf of underlying investors.
9.4. Terms of the claims process are to be separately communicated to NZX or ASX firms by or on behalf of
Infratil.
9.5. All fees will be met by Infratil. The above fees are subject to an aggregate fee limit of NZ$750,000 (or such
higher limit as may be approved at Infratil’s complete discretion). This aggregate fee limit applies to fees
payable to eligible NZX or ASX firms and retail investment platforms, with scaling of fees to be undertaken
on a pro rata basis following the completion of the Retail Offer.

10. AMENDMENTS TO THE RETAIL OFFER AND WAIVER OF COMPLIANCE
10.1. Notwithstanding any other term or condition of the Retail Offer and/or the Application, Infratil may, at its
discretion:
(a) make non-material modifications to the Retail Offer or the Terms and Conditions without notice (in
which case Applications will remain binding on all Applicants notwithstanding such modification
and irrespective of whether an Application was received by Infratil’s Share Registrar 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 New Shares under the
Retail Offer. If the Retail Offer is terminated, application monies will be refunded to Applicants
without interest.
10.2. Infratil reserves the right to waive compliance with any provision of the Terms and Conditions (either
generally, or in respect of a particular Applicant or Applicants).

11. GOVERNING LAW
11.1. The Terms and Conditions shall be governed by and construed in accordance with the laws of New
Zealand and will be subject to the exclusive jurisdiction of the New Zealand courts.

16


12. DISPUTES
12.1. 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.

13. INCONSISTENCY
13.1. Unless otherwise determined by the directors of Infratil, in the event of any inconsistency between the
Terms and Conditions applicable to the Retail Offer and Infratil’s constitution, Infratil’s constitution shall
prevail.

17

PART 5: GLOSSARY

Allotment Date On or around 16 July 2024, unless the Closing Date is extended.
Applicant An applicant for New Shares in the Retail Offer.
Application An application for New Shares in the Retail Offer made through the “Application
Form” section of the offer website (www.infratilshareoffer.com), or as otherwise
directed by Infratil.
ASIC The Australian Securities and Investments Commission.
ASX ASX Limited or the market it operates (as the context requires).
ASX Listing Rules The official listing rules of the ASX.
ASX Settlement Date 15 July 2024.
Australian Eligible
Shareholder
Means an Eligible Shareholder who is an Australian resident.
Closing Date 5.00pm (NZST) / 3.00pm (AEST) on 8 July 2024, unless extended.
Corporations Act Corporations Act 2001 (Cth).
Custodian See clause 3.1 of Part 4 (Offer Details) for the definition of “Custodian”.
Custodian Certificate The certificate that must be submitted by an Applicant that is a Custodian
together with that Applicant’s Application (available on request from the Share
Registrar).
Downstream Custodian See clause 3.4 of Part 4 (Offer Details) for the definition of “Downstream Custodian”.
Eligible Shareholder A person who:
a) was recorded in Infratil’s share register as a Shareholder as at 9.00pm
(NZST) / 7.00pm (AEST) on the Record Date; and
b) has a registered address recorded Infratil’s share register in New Zealand
or Australia,
provided that:
c) no person may participate if they are outside New Zealand or Australia;
and.
d) if a person (‘A’) holds Shares on behalf of another person (‘B') who resides
outside New Zealand or Australia, A may not participate in respect of B.
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.
Equity Raise Means the equity raise announced by Infratil on 17 June 2024 consisting of the
Placement and the Retail Offer.
FMCA Financial Markets Conduct Act 2013.
FMC Regulations Financial Markets Conduct Regulations 2014.
Infratil Infratil Limited, a company listed on the NZX and ASX.

18

Issue Price
The price at which the New Shares will be issued pursuant to the Retail Offer, being
the lower:
a) NZ$10.15, being the price paid by investors in the Placement (representing
a discount of 6.8% to the closing price of Infratil Shares on the NZX of
NZ$10.89 on 14 June 2024); 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.
New Share A Share in Infratil offered under the Retail Offer of the same class as, and ranking
equally in all respects with, Infratil’s quoted Shares at the Allotment Date.
New Zealand Eligible
Shareholder
Means an Eligible Shareholder who is a New Zealand resident.
NZX The main board financial product market operated by NZX Limited.
NZX Listing Rules The listing rules from time to time of the NZX.
NZX Primary Market
Participant,
Any company, firm, organisation, or corporation designated or approved as a
primary market participant from time to time by NZX.
NZX Settlement Date 16 July 2024.
Offer Document This document.
Opening Date 20 June 2024.
Participating Beneficiary See clause 3.4 of Part 4 (Offer Details) for the definition of “Participating
Beneficiary”.
Placement The placement of Shares announced to NZX and ASX on 17 June 2024.
Record Date 9.00pm (NZST) / 7.00pm (AEST) on 14 June 2024.
Retail Offer or Offer The Retail Offer detailed in this Offer Document.
Shares Ordinary shares of Infratil Limited.
Share Registrar Infratil’s share registrar, MUFG Corporate Markets.
Terms and Conditions The terms and conditions of the Retail Offer detailed in Part 4 (Offer Details).
U.S. Securities Act The U.S. Securities Act of 1933, as amended.

19

PART 6: DIRECTORY

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: Mark Flesher at mark.flesher@infratil.com


REGISTERED OFFICE
Infratil Limited
5 Market Lane
Wellington 6011
New Zealand


SHARE REGISTRAR
MUFG Corporate Markets MUFG Corporate Markets
Level 30, PwC Tower Level 12
15 Customs Street West 680 George Street
Auckland 1010 Sydney 2000
New Zealand NSW, Australia
+64 9 375 5998 +61 1300 554 474
applications@linkmarketservices.com applications@linkmarketservices.com




LEGAL ADVISERS
Chapman Tripp Baker McKenzie
Level 6 Level 46, Tower One - International Towers Sydney
20 Customhouse Quay 100 Barangaroo Avenue
Wellington 6011 Barangaroo NSW 2000
New Zealand Australia