Infratil Limited's Notice of Meeting and Proxy Form

2024
1994
Notice of
Meeting
2024

2
19952024
2
4
6
8
10
12
14
$ Billions
0
Ports
Healthcare
Public Transport
Social Infrastructure
Non-Renewable Energy
Data Centres
Utilities
Airports
Renewable Energy
Connectivity
As we celebrate 30 years of Infratil's
groundbreaking journey as an
infrastructure investor, we reflect
on our humble beginnings and
remarkable evolution. Established
three decades ago, Infratil broke
new ground as one of the earliest
listed infrastructure funds, reshaping
the landscape of investment
possibilities for individual investors.

1
The shareholders of Infratil Limited
24 July 2024
Shareholders have already received Infratil’s 2024 Annual Report
in which I, and the Chief Executive, Jason Boyes, on behalf of the
manager, Morrison, commented on the activities of Infratil over the
past year and on the future prospects for Infratil.
Even though the Annual Report was published in May, there have
been significant and positive developments since then, most
notably the $1,275 million equity raise.
The Annual Meeting this year will be in Wellington but shareholders
will also have the option to join the meeting online. A number of
matters are to come before shareholders for voting at the Annual
Meeting. These include:
• The re-election of Paul Gough and Jason Boyes as Directors.
• Authorisation to give the Board the option to exercise Infratil’s
rights under the Management Agreement to issue shares to
Morrison to pay:
- the third instalment of the FY2023 international portfolio
annual incentive fee in 2025; and
- the second instalment of the FY2024 international portfolio
annual incentive fee in 2025.
• Authorisation for the Directors to fix the auditor’s remuneration.
International portfolio annual incentive fees
As noted in Infratil’s 2024 Annual Report, Morrison earned a
FY2024 international portfolio annual incentive fee of $89 million.
As a protection against the possibility of the relevant portfolio
of investments subsequently falling in value, the FY2024
international portfolio annual incentive fee is payable over three
years (in three instalments of ~$29.7 million each) and, if the value
of the relevant portfolio of investments at either of the subsequent
two balance dates is lower than the 31 March 2024 valuation, that
year’s instalment will be reduced proportionately
to reflect the lower valuation.
The FY2024 international portfolio annual incentive fee follows
the FY2023 international portfolio annual incentive fee of
$169.6 million (payable in three instalments of ~$56.5 million
each) noted in Infratil’s 2023 Annual Report.
The Management Agreement gives the Board the option to pay any
instalment of an international portfolio incentive fee in cash or by
issuing Infratil ordinary shares to Morrison (the “scrip option”), or a
mixture of both. However, under the NZX Listing Rules, the Board
needs shareholder approval if it wishes to use the scrip option.

2
The Board has not made a decision whether to use the scrip option
for any portion of the third instalment of the FY2023 incentive fee
(to the extent payable) or the second instalment of the FY2024
international portfolio annual incentive fee (to the extent payable),
but the Board would like to have both options available if the Board
considers that issuing shares (rather than paying cash) would be in
the best interests of Infratil.
At the 2023 Annual Meeting, shareholders approved the use of
the scrip option in connection with the third instalment of the
FY2022 incentive fee and the second instalment of the FY2023
international portfolio annual incentive fee. In May 2024, the Board
exercised the scrip option to satisfy $50 million of the second
tranche of the FY2023 incentive fee by issuing Infratil shares to
Morrison rather paying that amount in cash.
If shareholders do not approve the scrip option, the third
instalment of the 2023 international portfolio annual incentive fee
and the second instalment of the 2024 international portfolio
annual incentive fee will be paid in cash to the extent that they
become payable.
If the Board also wishes to have this option available for the third
instalment of the FY2024 international portfolio annual incentive
fee (payable in 2026), the Board will seek shareholder approval for
this at the 2025 Annual Meeting.
Share Buyback Programme
The Notice of Meeting also includes a Disclosure Document
(Annexure A) describing the Share Buyback Programme which
Infratil has decided to continue. The Board considers that, from
time to time, buying back shares may be the best use of Infratil’s
funds. Accordingly, Infratil wishes to keep open that opportunity to
protect or maximise shareholder value for the next 12 months, as it
has done for a number of years.
Shareholders approved the aggregate fees payable to directors at
the 2023 Annual Meeting. There are no proposed changes this
year, but the Board anticipates seeking an increase next year at
the 2025 Annual Meeting.
I look forward to seeing you at the Annual Meeting, presenting our
results and answering any questions you may have.
Alison Gerry
Chair

3
Notice of Annual Meeting
Notice is hereby given pursuant to section 120 of the Companies
Act 1993 that the 2024 annual meeting of shareholders (Annual
Meeting) of Infratil Limited (Infratil) will be a hybrid meeting held
at Icon, Museum of New Zealand Te Papa Tongarewa, 55 Cable
Street, Wellington on Thursday, 22 August 2024, and online at
www.virtualmeeting.co.nz/ift24, commencing at 11:00am
(New Zealand Time).
Online participation details are set out on pages 6 to 8.
Business
A. Chair’s Introduction
B. Chief Executive’s Review
C. Presentation of the Annual Report for the year ended
31 March 2024 and the report of the auditor
To receive and consider the Annual Report of Infratil for the year
ended 31 March 2024. Shareholders will have an opportunity
to raise questions on the Report and on the performance and
management of Infratil generally.
D. Resolutions
To consider and, if thought fit, pass the following resolutions:
1. Re-election of Paul Gough: That Paul Gough be re-elected
as a director of Infratil.
2. Re-election of Jason Boyes: That Jason Boyes be re-elected
as a director of Infratil.
3. Payment of FY2023 Incentive Fee by Share Issue (2023
Scrip Option): That Infratil be authorised to issue to Morrison
Infrastructure Management Limited (Morrison), within the
time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary
shares in Infratil (Shares) as is required to pay all or such
portion of the third instalment of the 2023 Incentive Fee (to
the extent payable) as the Board elects to pay by the issue of
Shares (2023 Scrip Option), and the Board be authorised to
take all actions and enter into any agreements and other
documents on Infratil’s behalf that the Board considers
necessary to complete the 2023 Scrip Option.

4
4. Payment of FY2024 Incentive Fee by Share Issue (2024
Scrip Option): That Infratil be authorised to issue to Morrison,
within the time, in the manner, and at the price, prescribed in
the Management Agreement, such number of Shares as is
required to pay all or such portion of the second instalment of
the 2024 Incentive Fee (to the extent payable) as the Board
elects to pay by the issue of Shares (2024 Scrip Option), and
the Board be authorised to take all actions and enter into any
agreements and other documents on Infratil’s behalf that the
Board considers necessary to complete the 2024 Scrip Option.
5. Auditor’s remuneration: That the Board be authorised to fix
the auditor’s remuneration.
Ordinary Resolutions
Each resolution above is to be considered as a separate ordinary
resolution. To be passed, each resolution requires a simple
majority of votes of holders of ordinary shares of Infratil, entitled
to vote and voting.
Voting Restrictions
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom
it is proposed to issue new Shares referred to in a resolution under
Listing Rule 4.2.1, and any associated person of that person, are
disqualified from voting in favour of the resolution, but may act as
a proxy or voting representative for another person who is qualified
to vote on the resolution, and in accordance with that person’s
express instructions. Discretionary proxies given to persons
disqualified from voting will not be valid.
Resolutions 3 and 4 relate to the issue of Shares to Morrison. The
related companies, direct or indirect securityholders, directors and
some employees of Morrison (or its related companies) are or may
be associated persons of Morrison. Accordingly, none of Morrison,
its related companies, the direct or indirect securityholders,
directors or any employees of Morrison, will vote their Shares in
respect of either of Resolutions 3 and 4, but may act as a proxy or
voting representative for a person who is qualified to vote on either
of Resolutions 3 and 4, in accordance with that person’s express
instructions.
Voting and Proxies
As the 2024 Annual Meeting will be a hybrid meeting with physical
and online participants, voting on all resolutions put before the
meeting will be by poll. Results of the voting will be available after
the conclusion of the meeting, and will be notified on the NZX and
ASX. Your right to vote may be exercised by:

5
(a) Attending and voting in person at the Annual Meeting at Icon,
Museum of New Zealand Te Papa Tongarewa, 55 Cable Street,
Wellington.
(b) Attending the Annual Meeting, and voting, online.
(c) Appointing a proxy (or representative) to attend and vote in
your place.
Online participation in meeting
To participate in the meeting online, please go to
www.virtualmeeting.co.nz/ift24.
Shareholders present at the Annual Meeting (either in person or
via the Virtual Annual Meeting) will have the opportunity to ask
questions during the Annual Meeting. If you cannot attend the
Annual Meeting and choose to participate in the Annual Meeting
online, you can submit a question online by going to vote.
linkmarketservices.com/IFT and completing the online validation
process. Questions can be submitted via the online chat function
either in advance of, or during, the Annual Meeting. You will need
your shareholder number, found on your proxy form, for
verification purposes.
Shareholders can also submit written questions in advance of the
Annual Meeting by completing the question section on the Proxy
form – refer to the Proxies section below – and returning the form
to MUFG Corporate Markets (as detailed below).
More information about participating in the meeting online
(including how to vote and ask questions virtually during the
meeting) can be found in the Virtual Annual Meeting Online Portal
Guide, which is available at https://bcast.linkinvestorservices.
co.nz/generic/docs/OnlinePortalGuide.pdf. If you wish to
participate in the meeting online, we recommend that you join
the queue ~15 minutes prior to the start of the meeting in order for
your details to be verified.
Proxies
Any shareholder of Infratil who is entitled to attend and vote at
the Annual Meeting may appoint a proxy to attend and vote
instead of him or her. A proxy does not need to be a shareholder
of Infratil. The Chairperson of the Meeting is prepared to act as
proxy. Any un-directed votes in respect of a resolution, where the
Chairperson of the Meeting is appointed as a proxy, will be voted
in favour of the relevant resolution, other than when he or she is
prohibited from voting on that resolution.

6
To appoint a proxy (and/or to submit a written question in advance
of the Annual Meeting) you can complete and sign the enclosed
Proxy Form and return it by delivery by hand, mail or scan and email
to the share registrar of Infratil or lodge online:
Delivery by hand:
Infratil Limited
C/- MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street
West Auckland 1010
New Zealand
Mail:
Infratil Limited
C/- MUFG Corporate Markets
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
Scan and email:
meetings@linkmarketservices.com
Please put the words “Infratil Proxy Form” in the subject line for
ease of identification
Online:
You may lodge your proxy online, go to:
vote.linkmarketservices.com/IFT. A shareholder will be taken to
have signed the Proxy Form by lodging it in accordance with the
instructions on the website.
You will require your holder number and FIN (New Zealand register)
or your holder number and postcode (Australian register) to
complete your vote.
The completed Proxy Form must be received by the share registrar
or online appointment must be completed by no later than
48 hours before the start of the Annual Meeting, being 11.00am
New Zealand Time on Tuesday, 20 August 2024. Voting
entitlements of the Annual Meeting will also be determined as at
this time. Registered shareholders at that time will be the only
persons entitled to vote at the Annual Meeting and only the shares
registered in those holders’ names at that time may be voted at
the Annual Meeting.

7
Explanatory Notes
Item D - Resolutions
Resolution 1: Re-election of Director
The Board of Infratil considers that Paul Gough will be an
Independent Director for the purposes of the NZX Listing Rules
(Listing Rules) if re-elected to the Board.
• Paul Gough – Independent Director
Paul joined the Board as an independent director in 2012 and
was last re-elected in 2021. He is managing partner of the UK
private equity fund STAR Capital. He is a director of several
international companies in the transport, logistics, healthcare,
infrastructure and financial services sectors. Paul previously
worked for Credit Suisse First Boston in New Zealand and
London.
The Board supports the re-election of Paul.
Resolution 2: Re-election of Director
The Board of Infratil considers that Jason Boyes will not be an
Independent Director for the purposes of the Listing Rules if
re-elected to the Board.
• Jason Boyes - Director
Jason is Chief Executive of Infratil and joined the Board in 2021.
Jason is Chair of Longroad Energy and a director of CDC Data
Centres. He joined Morrison in 2011 after a 15-year legal
career in corporate finance and M&A in New Zealand and
London. Jason has an interest in Morrison, which has the
Management Agreement with Infratil.
The Board supports the election of Jason.
Resolutions 3 & 4: Share Issue – FY2023 Incentive
Fee and FY2024 Incentive Fee
The Board is seeking shareholder approval in accordance with
Listing Rules 4.1.1 and 4.2.1 to provide the Board with the following
options:
• The option (2023 Scrip Option) to issue to Morrison such
number of ordinary shares in Infratil (Shares) as is required to
pay the third instalment (or any portion of it) of the FY2023
international portfolio annual incentive fee (FY2023 Incentive
Fee).
• The option (2024 Scrip Option) to issue to Morrison such
number of Shares as is required to pay the second instalment
(or any portion of it) of the FY2024 international portfolio annual
incentive fee (FY2024 Incentive Fee).

8
The Management Agreement between Infratil and Morrison
Infrastructure Management Limited dated 11 February 1994, as
amended (Management Agreement) gives the Board the option
to pay incentive fees in cash or by issuing Shares to Morrison, or a
mixture of both. The Board has not made a decision whether to use
the 2023 Scrip Option for the third instalment of the FY2023
Incentive Fee (to the extent payable) or the 2024 Scrip Option for
the second instalment of the FY2024 Incentive Fee (to the extent
payable), but the Board would like to have both options available if
the Board considers that to be in the best interests of Infratil.
More information on the 2023 Scrip Option, the 2024 Scrip
Option, the FY2023 Incentive Fee and the FY2024 Incentive Fee is
set out below.
Incentive Fees under the Management Agreement
The Management Agreement provides for the payment of
incentive fees relating to “Non-New Zealand Portfolio Securities”
(including “Australian Portfolio Securities”). No incentive fees are
paid on New Zealand assets.
Incentive fees (International Portfolio Incentive Fees) are
payable to Morrison on realised or sustained increases in the value
of the portfolio of “Non-New Zealand Portfolio Securities”
(including “Australian Portfolio Securities”). The Management
Agreement provides for three different incentive fees to be
payable being the equivalent of 20% of the performance in excess
of a minimum hurdle of 12% per annum:
• International Portfolio Initial Incentive Fees;
• International Portfolio Annual Incentive Fees; and
• International Portfolio Realised Incentive Fees.
The provisions for the International Portfolio Incentive Fees
(together with the definitions of “Non-New Zealand Portfolio
Securities” and “Australian Portfolio Securities”) are set out in full in
the Management Agreement, a copy of which is available on the
Infratil website at https://infratil.com/about-infratil/board/#our-
governance-documents.
FY2023 Incentive Fee
In FY2023, Morrison earned an International Portfolio Annual
Incentive Fee of $169.6 million pursuant to clause 9.4.3 of the
Management Agreement (FY2023 Incentive Fee). The process
under the Management Agreement (with relevant modifications
as agreed between the Board and Morrison ) for determining the
FY2023 Incentive Fee was payable, and for calculating the amount
of the FY2023 Incentive Fee, is summarised below:

9
• Infratil’s Non-New Zealand Portfolio Securities which have
been owned for more than three years (FY2023 International
Portfolio Assets) were valued as at 31 March 2023 by
specialist independent valuers. The independent valuations
are undertaken to assess the proceeds Infratil would receive
were it to sell the FY2023 International Portfolio Assets, net
of all transaction costs and applicable taxes.
• The independent valuations determined that the FY2023
International Portfolio Assets has delivered a return (in NZ$)
of over 12% per annum, and the $169.6 million FY2023
Incentive Fee payable to Morrison is equivalent to 20% of the
value determined above the 12% return.
• As a protection against the possibility of the FY2023
International Portfolio Assets falling in value, clause 9.4.4
of the Management Agreement requires the FY2023 Incentive
Fee to be divided into three equal annual instalments of
~$56.5 million each, with payment spread over three years
and the second and third instalments subject to proportionate
adjustment for a reduction in the value of the FY2023
International Portfolio Assets:
- The first instalment was paid in cash in May 2023 (following
finalisation of the 31 March 2023 independent valuations).
- NZ$50 million of the second instalment was satisfied by
way of issue of Shares to Morrison, with the remainder
paid in cash in April 2024 (following finalisation of the
31 March 2024 independent valuations).
- The FY2023 International Portfolio Assets will be valued
again as at 31 March 2025, using the same independent
valuation process as in 2023 and 2024. If the independent
valuation of the FY2023 International Portfolio Assets
determines that the total value of those assets as at
31 March 2025 is lower than the valuation of those assets
as at 31 March 2023, then the amount of the third tranche of
the FY2023 Incentive Fee shall be reduced proportionately
to reflect the reduction in value of those assets.
More information regarding the FY2023 Incentive Fee can be found
in Infratil’s 2023 Results Announcement and 2023 Annual Report
(both available on the Infratil website at https://infratil.com/
for-investors/reports-results-meetings-investor-days/).
FY2024 Incentive Fee
In FY2024, Morrison earned an International Portfolio Annual
Incentive Fee of $89 million pursuant to clause 9.4.3 of the
Management Agreement (FY2024 Incentive Fee). The process
under the Management Agreement (with relevant modifications
as agreed between the Board and Morrison) for determining the

10
FY2024 Incentive Fee was payable, and for calculating the amount
of the FY2024 Incentive Fee, is summarised below:
• Infratil’s Non-New Zealand Portfolio Securities which have been
owned for more than three years (FY2024 International
Portfolio Assets) were valued as at 31 March 2024 by
specialist independent valuers. The independent valuations are
undertaken to assess the proceeds Infratil would receive were
it to sell the FY2024 International Portfolio Assets, net of all
transaction costs and applicable taxes.
• The independent valuations determined that the FY2024
International Portfolio Assets has delivered a return (in NZ$) of
over 12% per annum, and the $89 million FY2024 Incentive Fee
payable to Morrison is equivalent to 20% of the value
determined above the 12% return.
• As a protection against the possibility of the FY2024
International Portfolio Assets falling in value, clause 9.4.4
of the Management Agreement requires the FY2024 Incentive
Fee to be divided into three equal annual instalments of
~$29.7 million each, with payment spread over three years
and subject to proportionate adjustment for a reduction in the
value of the FY2024 International Portfolio Assets:
- The first instalment was paid in cash in May 2024 (following
finalisation of the 31 March 2024 independent valuations).
- The FY2024 International Portfolio Assets will be valued
again as at 31 March 2025, using the same independent
valuation process as in 2024. If the independent valuation of
the FY2024 International Portfolio Assets determines that
the total value of those assets as at 31 March 2025 is lower
than the valuation of those assets as at 31 March 2024,
then the amount of the second tranche of the FY2024
Incentive Fee shall be reduced proportionately to reflect the
reduction in value of those assets.
- The FY2024 International Portfolio Assets will be valued
again as at 31 March 2025, using the same independent
valuation process as in 2024 and 2025. If the independent
valuation of the FY2024 International Portfolio Assets
determines that the total value of those assets as at
31 March 2025 is lower than the valuation of those assets
as at 31 March 2024, then the amount of the third tranche
of the FY2024 Incentive Fee shall be reduced
proportionately to reflect the reduction in value of those
assets.

11
More information regarding the FY2024 Incentive Fee can be
found in Infratil’s 2024 Results Announcement and 2024 Annual
Report (both available on the Infratil website at https://infratil.
com/for-investors/reports-results-meetings- investor-days/).
Scrip Option
Clause 9.6 of the Management Agreement gives the Board the
option to pay any instalment of the FY2023 Incentive Fee or the
FY2024 Incentive Fee either in cash or by issuing Shares to
Morrison (the Scrip Option), or a mixture of both. If the Board uses
the Scrip Option:
• The number of Shares to be issued will be calculated by dividing
the instalment (or the portion of the instalment fee to be paid
by the issue of Shares) by 98% of the volume weighted average
price (V WAP) of the Shares as traded on NZX over the 5
business days prior to the issue of the Shares (Issue Price).
• The Shares issued to Morrison will be fully paid ordinary shares
which will rank pari passu with the ordinary shares then on
issue.
• Infratil must elect whether to pay cash or issue Shares within
7 days of receiving confirmation (by reference to the valuations
of the FY2023 International Portfolio Assets or the FY2024
International Portfolio Assets as at 31 March in the relevant
year) that the FY2023 Incentive Fee or FY2024 Incentive Fee
instalment is payable. Where Infratil elects to issue Shares, it
must allot the Shares within 12 business days after receiving
confirmation that the FY2023 Incentive Fee or FY2024
Incentive Fee instalment is payable.
As noted above, the Board has not made a decision whether to use
the Scrip Option for any or all of either the third instalment of the
FY2023 Incentive Fee (to the extent payable) or the second
instalment of the FY2024 Incentive Fee (to the extent payable). If
shareholders approve the use of the Scrip Option, the Board will
make a decision in 2025 whether to use Scrip Option for any or all
of the third instalment of the FY2023 Incentive Fee or the second
instalment FY2024 Incentive Fee when (and if) the Board is
satisfied that some or all of the relevant instalment will be payable
and that, based on the circumstances applying at the time, the
Board considers that using the Scrip Option is in the best interests
of Infratil. There are a range of factors that will be relevant to this
decision, including market conditions, Infratil’s then current share
price, Infratil’s available liquidity and available growth investments
or new opportunities. The Board will not provide reasons if the
Board does not elect to use the Scrip Option.

12
Consequences if the Scrip Option is not approved
If Resolutions 3 and 4 are not passed, Infratil will be required to
pay each of the third instalment of the FY2023 Incentive Fee of
~$56.5 million, and the second instalment of the FY2024 Incentive
Fee of ~$29.7 million in cash, if the independent applicable
valuations of the FY2023 International Portfolio Assets or the
FY2024 International Portfolio Assets determine that:
• in the case of the FY2023 International Portfolio Assets, the
value of those assets as at 31 March 2025 is not less than the
value of those assets as at 31 March 2023. If the value of those
assets as at 31 March 2025 is less than the value of those
assets as at 31 March 2023, then the third instalment of the
FY2023 Incentive Fee will be reduced proportionately to reflect
the reduction in value of those assets; or
• in the case of the FY2024 International Portfolio Assets, the
value of those assets as at 31 March 2025 is not less than the
value of those assets as at 31 March 2024. If the value of those
assets as at 31 March 2025 is less than the value of those
assets as at 31 March 2024, then the second instalment of the
FY2024 Incentive Fee will be reduced proportionately to reflect
the reduction in value of those assets.
It is important for shareholders to note that payment of either of
the third instalment of the FY2023 Incentive Fee or the second
instalment of the FY2024 Incentive Fee does not require
shareholder approval – shareholder approval is only required to
allow the Board to use the Scrip Option. The consequences for
payment of the third instalment of the FY2023 Incentive Fee and
the second instalment of the FY2024 Incentive Fee if the Scrip
Option is or is not approved are summarised below:
• Scrip Option approved by Shareholders: The Board has three
options to pay the third instalment of the FY2023 Incentive Fee
(to the extent payable) and/or the second instalment of the
FY2024 Incentive Fee (to the extent payable):
- Option A: The relevant instalment is paid in cash.
- Option B: The relevant instalment is paid using the Scrip
Option.
- Option C: The relevant instalment is paid using a mixture of
cash and the Scrip Option.
• Scrip Option for either or both of the instalments not
approved by Shareholders: The Board will pay the third
instalment of the FY2023 Incentive Fee (to the extent payable)
and/or the second instalment of the FY2024 Incentive Fee (to
the extent payable) in cash.

13
If the Scrip Option is approved, the effect on the Company and
Shareholders if the Board does or does not elect to use the Scrip
Option to pay some or all of the third instalment of the FY2023
Incentive Fee or the second instalment of the FY2024 Incentive
Fee (assuming both such incentive fees are payable in full) are also
summarised below:
• Scrip Option used: Infratil will issue new ordinary shares to
Morrison at the Issue Price, with the number of ordinary shares
issued equal to the third instalment of the FY2023 Incentive Fee
or the second instalment of the FY2024 Incentive Fee (or the
portion of that for which the Board elects to use the Scrip
Option) divided by the Issue Price. This issue of ordinary shares
to Morrison will increase the total number of ordinary shares on
issue and therefore will dilute other Infratil shareholders,
although the dilution will not be material. However, the issue of
ordinary shares will also mean that Infratil is not required to pay
cash to Morrison for that amount, so Infratil’s available liquidity
will be higher than if the Scrip Option had not been used.
As an example, using the closing price of Infratil ordinary shares
on NZX on 16 July 2024 and assuming (a) the total ordinary
shares on issue (excluding treasury stock) is the same as at
16 July 2024 and (b) the Scrip Option is used for the full third
instalment of the FY2023 Incentive Fee, then:
- Infratil would issue 5,379,269 ordinary shares to Morrison.
- This would increase the total ordinary shares on issue
(excluding treasury stock) from 966,542,280 to
971,921,549.
- This would dilute other Infratil shareholders by 0.55%.
• Scrip Option not used: Infratil will pay cash to Morrison for the
third instalment of the FY2023 Incentive Fee and the second
instalment of the FY2024 Incentive Fee. This will mean that
other Infratil shareholders are not diluted (because there is no
issue of ordinary shares to Morrison) but Infratil’s available
liquidity will be reduced by the amount of the relevant
instalment.
Waiver of Listing Rule 7.8.5(b) – Requirement for
Appraisal Report
Because Jason Boyes is a director of Infratil and Morrison, Morrison
is an “Associated Person” of a director of Infratil (i.e. Jason Boyes).
Listing Rule 7.8.5(b) requires that a notice of meeting to consider a
resolution to approve the issue of shares where more than 50% of
the Shares to be issued are likely to be acquired by Directors or
Associated Persons of Directors (as those terms are defined in the
NZX Listing Rules) must be accompanied by an Appraisal Report.

14
NZ RegCo has granted Infratil a waiver from Listing Rule 7.8.5(b)
which would otherwise require Infratil to prepare an Appraisal
Report to accompany any Notice of Meeting at which
Shareholders will consider and vote on, an Ordinary Resolution
in accordance with Listing Rule 4.1.1 and Listing Rule 4.2.1, to
approve a proposal for the issue of Infratil ordinary shares to
Morrison by way of satisfaction of Infratil’s contractual obligation to
pay incentive fees to Morrison in accordance with the prescribed
payment mechanisms set out in the Management Agreement.
This waiver applies to Resolutions 3 and 4, and a copy of
the waiver decision is available on the Infratil website at
www.infratil.com/news/waiver-from-listing-rule-785b/
The waiver has been granted on the conditions that:
• The relevant Notice of Meeting must otherwise comply with
Listing Rules 7.8.2 and 7.8.4.
• The relevant issue of Shares, if approved by Shareholders by
Ordinary Resolution, and if the Board approves the issue of
Shares, must be made within the date that is 12 months
following the date of the relevant Ordinary Resolution
approving the issue of Shares;
• The waiver, its conditions and its implications are disclosed in
the Notice of Meeting; and
• The 2002 Notice of Meeting and appraisal report is available for
Infratil shareholders to review on the first occasion that Infratil
relies on this waiver.
1
The implications for Shareholders of the waiver are that no
independent appraisal report is provided in respect of the Scrip
Option. Shareholders must consider the information set out or
referred to in this Notice of Meeting and Explanatory Notes to
reach an informed opinion as to whether to approve the Scrip
Option. In particular, Shareholders should consider the following:
• The International Investment Portfolio incentive fee structure,
including the formula for calculating the Issue Price of Shares to
be issued in payment of any incentive fees, were approved by
Shareholders at the Annual Meeting in 2002.
• The Appraisal Report provided with the 2002 Notice of Meeting
included a detailed analysis of the incentive fee structure, and
concluded that the fee arrangement for the International
Investment Portfolio is reflective of an arms-length negotiation
having regard to a number of matters, and the Management
Agreement charges, including the incentive fees, are fair to the
non-associated Infratil shareholders.
1. The 2002 Notice of Meeting and appraisal report is available at https://infratil.com/
about-infratil/board/our-governance-documents/governance-reports-and-
statements/2002-infratil-notice-of-meeting/

15
• Infratil is contractually bound to pay the incentive fee
instalments to Morrison either in cash or by the issue of Shares
(with the amount of each instalment that is payable dependent
on the extent to which the value of the international
investments portfolio is sustained over the relevant period).
• If the independent valuations of (relevantly) the FY2023
International Portfolio Assets and the FY2024 International
Portfolio Assets determine that:
- in the case of the FY2023 International Portfolio Assets, the
value of those assets as at 31 March 2025 is not less than
the value of those assets as at 31 March 2023; or
- in the case of the FY2024 International Portfolio Assets, the
value of those assets as at 31 March 2025 is not less than
the value of those assets as at 31 March 2024,
Infratil will be required to pay one or both of the third instalment
of the FY2023 Incentive Fee of ~$56.5 million and the second
instalment of the FY2024 Incentive Fee of ~$29.7 million. In
respect of the FY2023 International Portfolio Assets, if the
value of those assets as at 31 March 2025 is less than the value
of those assets as at 31 March 2023, then the third instalment
of the FY2023 Incentive Fee would be reduced proportionately
to reflect the reduction in value of those assets. Further, in
respect of the FY2024 International Portfolio Assets, if the
value of those assets as at 31 March 2025 is less than the value
of those assets as at 31 March 2024, then the second
instalment of the FY2024 Incentive Fee would be reduced
proportionately to reflect the reduction in value of those assets.
• If the Scrip Option is approved by Shareholders, the Board has
three options to pay each of the third instalment of the FY2023
Incentive Fee (to the extent payable) and the second
instalment of the FY2024 Incentive Fee (to the extent payable):
- Option A: The relevant instalment is paid in cash.
- Option B: The relevant instalment is paid using the Scrip
Option.
- Option C: The relevant instalment is paid using a mixture of
cash and the Scrip Option.
• If the Scrip Option for either or both of the instalments is not
approved by Shareholders, the Board will pay the third
instalment of the FY2023 Incentive Fee (to the extent payable)
and/or the second instalment of the FY2024 Incentive Fee (to
the extent payable) in cash.
• If the Directors resolve to use the Scrip Option (if approved by
an Ordinary Resolution of Shareholders) the Directors must be
satisfied that the issue of Shares is fair and reasonable to Infratil
and to all existing Shareholders.

16
Resolution 5: Auditor’s Remuneration
KPMG is automatically reappointed as auditor under section 207T
of the Companies Act 1993. This resolution authorises the Board
to fix the fees and expenses of the auditor.
Particulars of the Share Buyback Programme
For many years, Infratil has maintained a Share Buyback
Programme. This programme has been successful in creating
shareholder value and it is proposed that Infratil continue it. The
Share Buyback Programme needs to comply with the Listing Rules.
The Share Buyback Programme will be undertaken in accordance
with Listing Rule 4.14, and the primary intent is that shares be
bought back as permitted by Listing Rules 4.14.1(a) and 4.14.1(b)
(ii) and the applicable provisions of the Companies Act 1993.
This allows Infratil to make any offer pursuant to the procedures
detailed in Section 60(1)(b)(ii) of the Companies Act 1993, or
through NZX's order matching market, or through the order
matching market of a ‘Recognised Stock Exchange’ (as defined
in the Listing Rules) and in compliance with Section 63 of the
Companies Act 1993.
Infratil notifies shareholders that, in accordance with Sections
60(1)(b)(ii) or 63 of the Companies Act 1993, Infratil may acquire
up to a further 20,000,000 ordinary shares (approximately 2.1%
of the outstanding ordinary shares, excluding treasury stock).
These shares may be bought on-market or off-market, but the
combined total of further on-market and off-market purchases will
not exceed 20,000,000 ordinary shares. Off-market purchases
will not be made from any person who is a Director, Associated
Person of a Director or an Employee (as those terms are defined in
the Listing Rules) of Infratil.
Infratil is not committing to buy shares and a decision as to any
purchases will be made from time to time having regard to market
conditions. Infratil will always disclose the number of shares, and
the price at which it bought them, whether on-market or
off-market, before 9:30 am on the business day following the
purchase being made.
Whether the purchases are on-market or off-market, the Directors
will regularly reassess the situation and seek to purchase shares at
prices that in their view represent the best value for shareholders.
The Directors believe that, depending on market conditions and
Infratil’s then current share price, having the Share Buyback
Programme in place is a positive way of improving shareholder
value and is fair to Infratil and all shareholders.
The disclosure document required under the Companies Act 1993
is attached as Annexure A.

17
Annexure A: Companies Act Disclosure Document
for Share Buyback Programme
In the 2021 Notice of Meeting Infratil advised shareholders of its
intention to continue its Share Buyback Programme, reserving the
right to acquire up to 20,000,000 of Infratil’s ordinary shares on
issue. Infratil has not acquired any ordinary shares under the Share
Buyback Programme since the 2021 Notice of Meeting.
It is considered appropriate for Infratil to continue the Share
Buyback Programme and reserve the right to buy back up to
20,000,000 of Infratil’s ordinary shares on issue. This would
represent approximately 2.1% of the outstanding ordinary shares,
excluding treasury stock. These shares may be bought on-market
or off-market, but the combined total of further on-market and
off-market purchases may not exceed 20,000,000 ordinary
shares. Off-market purchases may also
not be made from any person who is a Director, Associated
Person of a Director or an Employee (as those terms are defined
in the Listing Rules) of Infratil.
This Disclosure Document sets out the information that the
Companies Act 1993 requires be provided to shareholders
annually while a Share Buyback Programme continues.
Terms of the Offer
On-market Buyback – Section 63 of the Companies Act 1993
• Infratil may make one or more offers on the NZX Main Board
market to all shareholders to acquire up to 20,000,000
ordinary shares in Infratil, pursuant to section 63 of the
Companies Act 1993.
• Offers may be made between 22 August 2024 and
24 July 2025.
• Infratil will pay the prevailing market price for the shares at the
time of purchase. Infratil is not obliged to make offers and
reserves the right to cease doing so at any time.
Off-market Buyback – Section 60(1)(b)(ii) of the Companies
Act 1993
• Infratil may make offers to one or more shareholders to acquire
up to 20,000,000 ordinary shares in Infratil, pursuant to
Section 60(1)(b)(ii) of the Companies Act 1993.
• Offers may be made between 22 August 2024 and
24 July 2025.
• Infratil will pay the prevailing market price for the shares at the
time of purchase. Infratil is not obliged to make offers and
reserves the right to cease doing so at any time.

18
• Buybacks made in compliance with Section 60(1)(b)(ii) of the
Companies Act 1993 will not be made from any person who is
a Director, Associated Person of a Director or an Employee (as
those terms are defined in the Listing Rules) of Infratil and will
not exceed 15% of the shares on issue as at the date which
precedes the date of the relevant buyback by 12 months.
Other Information Applicable to Both On-market and Off-market
Buybacks
• Infratil will not purchase any shares while it possesses any
information that is materially price-sensitive but not publicly
available. If Infratil has price sensitive information, it will cease
acquiring shares until the information is publicly disclosed or
ceases to be materially price sensitive.
• Infratil intends to hold up to 5% of its shares as Treasury Stock,
from those shares first acquired. Treasury Stock comprises
shares acquired and held by Infratil in itself and which would
otherwise be cancelled on acquisition. Subject to certain
restrictions, Treasury Stock can be transferred, re-issued or
cancelled by Infratil.
• All on-market offers will be designed so that the proceeds of
sales will not be taxable as dividends whilst off-market offers
may be taxable as dividends, and imputation credits will not be
attached to the proceeds. Shareholders who have special tax
status, as a result, for example, of trading securities
professionally, should consult their tax advisers.
Resolutions
To initiate the proposed offer the Board unanimously resolved on
27 June 2024, amongst other things:
1. To continue the previously notified Share Buyback Programme,
and reserve the right to make one or more offers on the NZX
market to all shareholders to acquire up to 20,000,000
ordinary shares in Infratil pursuant to Section 60(1)(b)(ii
(off-market buyback) and Section 63 (on-market buyback)
of the Companies Act 1993 (Act) in the period between
22 August 2024 and 24 July 2025.
2. To pay the prevailing market price for the shares at the time
of purchase.
3. That in respect of any offer made pursuant to Section 60(1)(b)
(ii):
- The acquisition is in the best interests of Infratil;
- The acquisition is of benefit to the remaining shareholders;

19
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to Infratil; and
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to the remaining
shareholders.
4. That in respect of an offer made pursuant to Section 63:
- The acquisition is in the best interests of Infratil and its
shareholders; and
- The terms of the offer and the consideration offered for
the shares are fair and reasonable to Infratil and its
shareholders.
5. That, for the purposes of buybacks effected under Resolution 3
or 4, the Directors are not aware of any information that will not
be disclosed to Infratil's shareholders:
- that is material to an assessment of the value of the shares;
and
- as a result of which the terms of the offer and consideration
offered for the shares are unfair to the shareholders
accepting the offer.
6. That the reasons for the Directors’ conclusions in the
Resolutions 3, 4 and 5 are:
- to maximise shareholder value, and acquiring shares may
be considered by the Board (taking into account prevailing
circumstances) to be an efficient use of capital; and
- shareholders have total discretion to choose whether to
participate in the buyback. There is no pressure to sell to
Infratil; and
- Infratil has in place reviews and procedures to ensure that it
does not acquire shares during the period when material
price sensitive information is known to Infratil but is not
available to shareholders.
7. That the Board is satisfied that Infratil will, immediately after
acquiring the shares, satisfy the solvency test applied under
Section 52 of the Companies Act 1993.
8. That Jason Boyes, Andrew Carroll and Matt Ross of Morrison
Infrastructure Management Limited (each acting alone) are
hereby authorised to sign such documents and do such other
things as may be necessary or appropriate to complete the
buyback.
9. That until Infratil holds shares in itself equating to 5% of the total
number of shares on issue, such shares need not be cancelled
but may be held as Treasury Stock by Infratil itself.

20
Directors’ Interests
Ordinary Shares (as at 16 July 2024)
Infratil (IFT) ordinary shares
Infratil (IFT) ordinary sharesBeneficial interests
A Gerry45,413
J Boyes1,197,548
A Clark348,941
P Gough252,658
K Mactaggart87,925
P M Springford5 7, 6 8 1
A Urlwin20,829
This Disclosure Document is provided pursuant to Sections 61(5)
and 63(6) of the Companies Act 1993 and complies with
Sections 62 and 64 of the Companies Act 1993.

---

2024 Annual Meeting
The Annual Meeting of Infratil Limited will be held at Icon, Museum of New Zealand Te Papa Tongarewa, 55 Cable Street, Wellington
on Thursday, 22 August 2024 commencing at 11:00am NZST. If you are unable to attend in person you will be able to attend online via
the MUFG Corporate Markets Virtual Annual Meeting platform at www.virtualmeeting.co.nz/ift24. If you are attending online, you will
require your Holder Number, see above, for verification purposes. Please join the meeting queue 15 minutes prior to commencement to
verify your registration.
Voting
Subject to the voting restrictions (explained below) that apply in respect of each of Resolution 3 and Resolution 4, you are entitled to
one vote for every fully paid share in Infratil Limited that you hold as at 11:00am NZST on Tuesday 20 August 2024 (being 48 hours
prior to the start of the Annual Meeting).
Voting Restrictions that apply in respect of each of Resolution 3 and Resolution 4.
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom it is proposed to issue new Shares referred to in a resolution under Listing
Rule 4.2.1, and any associated person of that person, are disqualified from voting in favour of the resolution, but may act as a proxy or voting
representative for another person who is qualified to vote on the resolution, and in accordance with that person’s express instructions.
Resolutions 3 and 4 relate to the issue of Shares to Morrison. The related companies, direct or indirect securityholders, directors and some
employees of Morrison (or its related companies) are or may be associated persons of Morrison. Accordingly, none of Morrison, its related
companies, the direct or indirect securityholders, directors or any employees of Morrison will vote their Shares in respect of either of
Resolutions 3 and 4, but may act as a proxy or voting representative for a person who is qualified to vote on either of Resolutions 3 and 4, in
accordance with that person’s express instructions.
How to Lodge your proxy:
Online: vote.linkmarketservices.com/IFT
Scan and email: meetings@linkmarketservices.com
Deliver: Infratil Limited, C/- MUFG Corporate Markets,
Level 30, PwC Tower, 15 Customs Street West,
Auckland 1010, New Zealand.
Mail: Use the enclosed reply paid envelope or address to: Infratil
Limited, C/- MUFG Pension and Market Services, PO Box 91976,
Victoria Street West, Auckland 1142, New Zealand.
You will require your holder number and FIN (New Zealand
register) or your holder number and postcode (Australian
register) to complete your vote.
A shareholder will be taken to have signed the Proxy Form by
lodging it in accordance with the instructions on the website.
Scan this QR code with your smartphone and vote online
General Enquiries:
+64 9 375 5998
I
enquiries@linkmarketservices.com
1

2
Proxy Form (for use if you are unable to attend the Annual Meeting)
Appointment of Proxy
1. If you do not propose to attend the Annual Meeting and wish to be represented by a proxy, please complete this form in accordance with
the Voting Instructions below and deliver it to Infratil Limited’s share registry, MUFG Corporate Markets, by one of the means noted above.
Proxies must be received by MUFG Corporate Markets no later than 11:00am NZST on 20 August 2024. You can still attend the meeting
online, even if you have appointed a proxy, although you will not be able to vote if a proxy has been appointed.
2. To lodge your proxy online, go to the MUFG Corporate Markets website, as noted above, and follow the instructions. You will be required
to enter your holder number and FIN (New Zealand register) or postcode (Australian register) for security purposes. A shareholder will be
taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
3. A proxy cannot be appointed online if they are appointed under a power of attorney or similar authority. The online proxy facility may also
not be suitable for shareholders that wish to appoint two proxies with different voting directions.
4. If you wish, you may appoint the Chair of the Meeting to act as your proxy. To appoint the Chair of the Meeting, enter “Chair of the
Meeting” in the space allocated in “Step 1” of this form. Subject to note 5, the Chair of the Meeting intends to vote proxies marked
“Proxy Discretion” in favour of all Resolutions.
5. Please note that a Director, or an Associated Person of a Director, appointed as Proxy (including the Chair of the Meeting), may not
exercise a discretionary vote if they have an interest in the outcome of the resolution. In that case, your vote on that resolution will be
invalid unless you tick a box directing the proxy to vote for, against or to abstain.
6. If this Proxy Form is returned duly signed by a shareholder, with voting instructions included, but without specifying a person to be
appointed as Proxy, the Chair of the Meeting is deemed to be the Proxy for the purpose of that form to the extent of the express voting
instructions as provided (subject to note 5).
7. The Proxy is appointed only for this Annual Meeting or any adjournment of this Annual Meeting.
Signing Instructions
8. If a shareholder is an individual, this form must be signed by the shareholder or his or her duly authorised attorney.
9. If the shares are held by joint shareholders, at least one of the joint shareholders must sign this form (on behalf of all joint shareholders).
If the joint shareholders appoint different voting proxies, the vote of the proxy appointed by the first named joint shareholder in the Infratil
Limited share register will be counted.
10. If a shareholder is a trust, this form must be signed by at least one trustee, in accordance with the relevant trust deed, or by an attorney
for the trust.
11. If a shareholder is a company, this form must be signed by a duly authorised officer or attorney.
12. If this Proxy Form is signed by an attorney, a copy of the power of attorney under which it is signed and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy Form when sent to MUFG Corporate Markets.
Step 1: Appoint a Proxy to Vote on your Behalf
I/We, being a shareholder of Infratil Limited, hereby appoint:
or failing him/her appoint
(full name of Proxy)* (full name of Proxy)*
as my/our proxy to exercise my/our vote, in accordance with my/our directions at the Annual Meeting of the Company to be held on
22 August 2024, and at any adjournment of that Annual Meeting, and to vote on any resolutions to amend any of the resolutions, on any
resolution so amended, and on any other resolution proposed at the Annual Meeting (or any adjournment of that Annual Meeting), so
as to give effect to my/our intention as set out below, where possible.
* Please insert the name of a proxy. The Chair of the Meeting is prepared to act as proxy. If you wish to appoint the Chair of the Meeting, insert “Chair of the Meeting” above.

3
Step 2: Voting Instructions
Should the shareholder(s) wish to direct the proxy how to vote, these Voting Instructions must be completed. Any undirected votes in respect
of a resolution where the Chair of the Meeting is appointed as Proxy, will be voted in favour of the relevant resolution, other than where he or
she is prohibited from voting on that resolution.
If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your
behalf. If you tick the “Abstain” box for a particular resolution, you are directing your proxy NOT to vote on that resolution.
Resolutions:ForAgainstProxy
Discretion
Abstain
1That Paul Gough be re-elected as a director of Infratil.
2That Jason Boyes be re-elected as a director of Infratil.
3That Infratil be authorised to issue to Morrison Infrastructure Management Limited
(Morrison), within the time, in the manner, and at the price, prescribed in the
Management Agreement, such number of fully paid ordinary shares in Infratil (Shares)
as is required to pay all or such portion of the third instalment of the 2023 Incentive Fee
(to the extent payable) as the Board elects to pay by the issue of Shares (2023 Scrip
Option), and the Board be authorised to take all actions and enter into any agreements
and other documents on Infratil’s behalf that the Board considers necessary to complete
the 2023 Scrip Option.
4That Infratil be authorised to issue to Morrison, within the time, in the manner, and at the
price, prescribed in the Management Agreement, such number of fully paid ordinary
shares in Infratil (Shares) as is required to pay all or such portion of the second instalment
of the 2024 Incentive Fee (to the extent payable) as the Board elects to pay by the issue
of Shares (2024 Scrip Option), and the Board be authorised to take all actions and enter
into any agreements and other documents on Infratil’s behalf that the Board considers
necessary to complete the 2024 Scrip Option.
5That the Board be authorised to fix the auditor’s remuneration.
Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask questions
during the Meeting. If you choose to participate in the Virtual Annual Meeting and would like to ask a question, you can submit a question
online after completing the online validation process. You can also submit questions via the online proxy voting platform in advance of the
meeting at vote.linkmarketservices.com/IFT.
Shareholders can also submit written questions by completing the question section below and returning this form to MUFG Corporate
Markets. Questions will need to be submitted by 11:00am NZST on Tuesday 20 August 2024. The Board will address and answer questions
at the Annual Meeting.
Question:
Signature(s) of Shareholder(s)
Shareholder 1: Shareholder 2: Shareholder 3:
Signed this day of 2024
Daytime Contact Number: ( )
Proxy Form/Admission Card
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the Annual Meeting as the barcode is
required for registration.