Infratil Infrastructure Bond Exchange Offer opens

Infratil Limited 5 Market Lan e, PO Bo x 320, Wellin g to n 6140, New Zealan d Tel +64 4 473 3663 www.in fratil.co m


5 June 2025

Infratil Infrastructure Bond Exchange Offer Opens

Inf ratil Limited (Infratil) announced today that f ollowing the completion of the Firm Of f er of 7 year unsecured,
unsubordinated, f ixed rate inf rastructure bonds that mature on 16 June 2032 (New Bonds) the Exchange
Offer is now open.

Under the Exchange Of f er, all New Zealand resident holders of the IFT250 bonds that mature on 15 June
2025 (2025 Bonds) have the opportunity to exchange some or all of their 2025 Bonds f o r New Bo nd s. All
eligible holders of the 2025 Bonds who submit valid applications will have their applications satisf ied in f ull
up to a maximum of the number of 2025 Bonds they hold. There is no ability to apply f or additional New
Bonds under the Exchange Of f er.

The key terms of the Exchange Of f er, and how to apply, are contained in the updated Terms Sheet attached.
The Interest Rate has been set at 6.16% per annum. This is equal to the sum of the Issue Margin of 2.30%
per annum and the Base Rate on the Rate Set Date of 3.86% per annum.

The of f er is being made as an of f er of debt securities of the same class as existing quoted debt securities
pursuant to the Financial Markets Conduct Act 2013. The notice required by the Financial Markets Conduct
Regulations 2014 has been provided to NZX.

The New Bo nd s under the Exchange Offer will be issued on 16 June 2032. Although the issue date of the
New Bonds will be 16 June 2025, interest on the New Bonds issued under the Exchange Of f er will accrue at
the Interest Rate f rom 13 June 2025 (when the redemption proceeds of the 2025 Bonds are due to be paid).
Holders of the 2025 Bonds who elect to participate in the Exchange Of f er will receive an interest payment on
16 June 2025 f or the interest accrued in the period f rom (and including) 13 June 2025 to (but excluding) 16
June 2025.

The New Bo nd s will be quoted on the NZX Debt Market under the ticker code IFT370.

How do I apply?

If you have provided an email address for investor correspondence, you will have received an email
with an email link. The email link will take you to a Registrar website where you will receive inf ormation on
how to apply f or New Bonds in the Exchange Of f er using the online application f orm. You can apply online
at www.inf ratilbondexchangeof f er.com.

If you have not provided an email address for investor correspondence, you will have received a letter
with inf ormation on how to apply f or Inf rastructure Bonds in the Exchange Of f er using the online application
f o rm.

If you hold 2025 Bonds via a nominee, trustee or custodian, please contact them if you want to participate
in the Exchange Of f er.

All applications must be received bef ore the Exchange Of f er closes at 5.00pm on 11 June 2025.

Infratil Limited 5 Market Lan e, PO Bo x 320, Wellin g to n 6140, New Zealan d Tel +64 4 473 3663 www.in fratil.co m


Further inf ormation is available on www.infratil.com/for-investors/bonds or by contacting a Joint Lead
Manager or your usual f inancial adviser.

Arranger and Joint Lead Manager:
Bank of New Zealand
Joint Lead Managers:
Craigs Investment Partners Limited
Forsyth Barr Limited

Tom Robertson
Inf ratil Treasurer
Phone: +64 4 550 5432
Email: Tom.Robertson@inf ratil.com

Authorised for release by:

Brendan Kevany
Inf ratil Company Secretary

---

1
Arranger and Joint Lead ManagerJoint Lead Managers
UPDATED
TERMS SHEET
For the offer of Infrastructure Bonds
7 YEAR FIXED RATE BOND
Maturing 16 June 2032

2
This U
pdated Terms Sheet ("Terms Sheet") sets
out the key terms of the offer ("Offer") by Infratil
Limited ("Infratil") of fixed rate bonds maturing
on 16 June 2032 ("Infrastructure Bonds").
The Offer is comprised of a Firm Offer of $100
million of Infrastructure Bonds and an Exchange
Offer of up
to $43,413,442 of Infrastructure
Bonds under which all current holders of the
IFT250 bonds maturing on 15 June 2025 will
have the opp
ortunity to exchange some or all of
their maturing bonds for Infrastructure Bonds.
The Infrastructure Bonds will be issued under the
programme trust deed dated 11 November
1999 (as amended or amended and restated
from time to time) between Infratil and Trustees
E
xecutors Limited as supplemented by a series
supplement dated 29 May 2025 (together,
"Trust Deed"). Unless the context requires
otherwise, capitalised terms used in this Terms
Sheet have the same meaning given to them in
the Trust Deed. This Terms Sheet is an "Issue
Flyer" for the purposes of the Tr
ust Deed.
Important Notice
The Offer by Infratil is made in reliance
upon the exclusion in clause 19 of schedule
1 of the Financial Markets Conduct Act
2013 ("FMCA").
The Offer contained in this Terms Sheet is
an offer of Infrastructure Bonds that have
identical rights, privileges, limitations and
conditions (except for the interest rate and
maturity date) as:
•Infratil's fixed rate bonds maturing on
15 June 2025, which have an interest rate of
6.15% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT250;
•Infratil's fixed rate bonds maturing on
15 March 2026, which have an interest rate
of 3.35% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT300;
•Infratil's fixed rate bonds maturing on
15 December 2026, which have an interest
rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT280;
•Infratil's fixed rate bonds maturing on
15 December 2027, which have an interest
rate of 3.60% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT310;
•Infratil's bonds maturing on 15 December
2028, which have an interest rate of 6.78%
per annum and which are currently quoted
on the NZX Debt Market under the ticker
code IFT270;
•Infratil's fixed rate bonds maturing on
31 July 2029, which have an interest rate of
6.90% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT330;
•Infratil's bonds maturing on 15 December
2029, which have a current interest rate of
6.24% per annum (further rate reset on
15 December 2025 and annually thereafter)
and which are currently quoted on the NZX
Debt Market under the ticker code IFTHC;
•Infratil's fixed rate bonds maturing on
15 June 2030, which have a current interest
rate of 5.93% per annum (rate reset on
15 June 2026) and which are currently
quoted on the NZX Debt Market under the
ticker code IFT320;
•Infratil's fixed rate bonds maturing on
13 December 2030, which have a current
interest rate of 6.00% per annum and which
are currently quoted on the NZX Debt
Market under the ticker code IFT360;
•Infratil's fixed rate bonds maturing on
15 March 2031, which have an interest
rate of 7.08% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT340; and
•Infratil's fixed rate bonds maturing on
17 December 2031, which have an interest
rate of 7.06% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT350,
(together the "Quoted Bonds").
Accordingly, the Infrastructure Bonds are the
same
class as the Quoted Bonds for the
purposes of the FMCA and the Financial Markets
Conduct Regulations 2014.
Infratil is subject to a disclosur
e obligation that
requires it to notify certain material information
to NZX Limited ("NZX") for the purpose of that
information being made available to participants
in the market and that information can be found
b
y visiting www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt securities
of Infratil that are currently quoted and in the
same class as the Infrastructure Bonds that are
being offered.
Investors should look to the market price of the
Quoted Bonds to find out how the market
assesses the returns and risk premium for those
bonds.
Infratil has the right in its absolute discretion and
without notice to close the Exchange Offer early,
to add additional Issue Dates, to extend the
Exchange Offer Closing Date, or to choose not
to proceed with the Offer.
UPDATED TERMS SHEET
4 June 2025

CDC Hume Campus
3

4
KEY TERMS OF THE
INFRASTRUCTURE BONDS
Issuer:Infratil Limited.
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued pursuant to
the Trust Deed.
Firm Offer and Exchange Offer:The Offer consists of two separate parts.
Under the first part ("Firm Offer"), Infratil offered Infrastructure Bonds to New Zealand resident clients
of the Joint Lead Managers, approved financial intermediaries and other primary market participants
invited to participate in the bookbuild. The Firm Offer has now closed.
Under the second part ("Exchange Offer"), Infratil is offering New Zealand resident holders of its
IFT250 fixed rate bonds maturing on 15 June 2025 ("2025 Bonds") the opportunity to exchange all or
some of their 2025 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will receive one
new Infrastructure Bond for each 2025 Bond exchanged under the Exchange Offer. Once you submit a
completed application for the Exchange Offer you will no longer be able to sell or otherwise transfer
your 2025 Bonds designated in that application.
There is no public pool for Infrastructure Bonds under the Offer.
See "How to Apply" on page 10 of this Terms Sheet.
Use of Proceeds:Infratil will use the proceeds of the Offer for general corporate purposes, including to refinance the
2025 Bonds.
Terms Particular to the Firm Offer
Firm Offer Issue Amount:
The Firm Offer issue amount has been set at $100 million of Infrastructure Bonds.
Firm Offer Applications: The Firm Offer has now closed. The Firm Offer was open to all New Zealand resident investors, but only
if the investor received a firm allocation from a Joint Lead Manager, approved financial intermediary or
other primary market participant invited to participate in the bookbuild.
Firm Offer Opening Date: 29 May 2025
Firm Offer Closing Date: 11.00am, 4 June 2025
Terms Particular to the Exchange Offer
Exchange Offer Amount: The Exchange Offer is for up to $43,413,442 of Infrastructure Bonds (being the total face value of 2025
Bonds outstanding). No oversubscriptions will be accepted under the Exchange Offer.
Exchange Offer Applications: The Exchange Offer is fully reserved for New Zealand resident holders of the 2025 Bonds.
Infratil will issue one Infrastructure Bond for each 2025 Bond exchanged.
If a New Zealand resident holder of the 2025 Bonds decides to participate in the Exchange Offer in
respect of some or all of their 2025 Bonds, then the redemption proceeds of their 2025 Bonds that are
being exchanged for Infrastructure Bonds will be banked into the trust account operated in respect to
the Offer on 13 June 2025 (the business day immediately preceding 15 June 2025). The redemption
proceeds will be applied towards the subscription price of the Infrastructure Bonds that are applied for
on the Issue Date for the Infrastructure Bonds (16 June 2025).
No additional subscription moneys are payable.
Exchange Offer Opening Date: 5 June 2025
Exchange Offer Closing Date: 5.00pm, 11 June 2025

5
Terms Common to the Firm Offer
and the Exchange Offer
Rate Set Date:4 June 2025
Issue Date: 16 June 2025
Expected Date of Initial Quotation
on the NZX Debt Market:
17 June 2025
Maturity Date:16 June 2032
Interest Rate:
6.16% per annum
The I
nterest Rate has been set as the greater of:
(a) the sum of the Issue Mar
gin and the Base Rate determined on the Rate Set Date; and
(b) the Minimum Interest Rate.
The Issue Margin was set by Infratil in consultation with the Arranger (identified on page 12 below) at
2.30% per annum. The Base Rate on the Rate Set Date was 3.86%
per annum. Accordingly, the sum
of the Issue Margin and the Base Rate on the Rate Set Date (being 6.16% per annum) applies to the
Infrastructure Bonds as the Interest Rate.
Minimum Inter
est Rate:
6.00% per annum
Issue Mar
gin:
2.30% per annum
Base Rat
e:The mid-market rate for a New Zealand dollar interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as determined by Infratil in consultation with the Arranger (identified
on page 12 below) on the Rate Set Date in accordance with market convention with reference to
Bloomberg page ICNZ4 (or any successor page), in each case expressed on a quarterly basis (and
rounded to 2 decimal places, if necessary, with 0.005 being rounded up).
Interest Payment Dates:16 March, 16 June, 16 September and 16 December of each year until and including the Maturity Date
(commencing on 16 June 2025).
KEY TERMS OF THE
INFRASTRUCTURE BONDS

6
Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal amounts on
each Interest Payment Date. Interest will be paid to the Holder of the Infrastructure Bond on the Record
Date for each Interest Payment Date.
Interest payable on each Infrastructure Bond on the first Interest Payment Date will accrue at the Interest
Rate from (and including) the date on which your subscription moneys have been banked into the trust
account operated in respect of the Offer to (but excluding) the first Interest Payment Date. The first
Interest Payment Date is 16 June 2025, which is the same date as the Issue Date.
• For Infrastructure Bonds allotted under the Firm Offer, because the first Interest Payment Date is also
the Issue Date, no interest will have accrued on the first Interest Payment Date and no interest will
be payable on that date.
• For Infrastructure Bonds allotted under the Exchange Offer, the redemption proceeds of the 2025
Bonds will be banked into the trust account operated in respect of the Offer on 13 June 2025 (the
business day immediately preceding 15 June 2025) and interest on those Infrastructure Bonds will
accrue at the Interest Rate from that date and will be payable on the first Interest Payment Date (16
June 2025). The interest payment will be paid to the original subscriber for the relevant Infrastructure
Bonds.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment Date (see
"Right to Redeem Early" and "Early Redemption Events" on page 7 below), the amount of interest that
will be payable to you will be adjusted to reflect the number of days in the interest period in which the
interest accrued.
Interest Suspension and
Dividend Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the payment
of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil when the Interest
Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial assistance for
the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the Companies Act
1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions of other financial
indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal obligation by Infratil or
certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the Maturity Date by
giving you no less than 5 Business Days' notice. Infratil may not exercise this right if:
(a) the Supervisor has declared the Infrastructure Bonds due and payable because an event of default
as described in clause 8.1 of the Trust Deed exists; or
(b) the notice of early redemption is given at a time on or after the day falling 25 Business Days before
the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
KEY TERMS OF THE
INFRASTRUCTURE BONDS

7
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early Redemption
Event, will be redeemed at an amount equal to its Face Value less all withholding tax or deductions
required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem early,
it will be redeemed at an amount equal to the greater of:
(a) its Face Value plus accrued but unpaid interest; and
(b) the current market price of the Infrastructure Bonds (determined in accordance with clause 6.1(l)(ii)
of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a) an event of default as described in clause 8.1 of the Trust Deed occurs; or
(b) certain takeover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and the occurrence of
certain insolvency related events in relation to Infratil.
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Holders that, on the last day of each financial year and financial
half-year of Infratil (and in certain other circumstances), Borrowed Money Indebtedness of the Issuer
Group (being Infratil and certain of its 100% owned subsidiaries) will not exceed 50% of Tangible Assets
of Infratil and its subsidiaries as at that date.
KEY TERMS OF THE
INFRASTRUCTURE BONDS

8
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil. This means that
in a liquidation of Infratil your rights and claims as a Holder:
(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of Infratil who are
preferred by law (e.g. the Inland Revenue Department in respect of unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of Infratil; and
(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being creditors who
have agreed to accept a lower priority in respect of their claims in a liquidation of Infratil), and (ii)
shareholders.
Infratil is a holding company with investments in various companies. Holders have no claims
against, or recourse to the assets of, any of those companies. Infratil's ability to make timely
payments on the Infrastructure Bonds is dependent on the returns it receives from its investments, its
capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates (including lenders)
would have to be paid out in full before the distribution of any residual assets to Infratil's liquidator
(claiming as shareholder in the companies). Only these residual assets would be available to Infratil's
liquidator and therefore Infratil's creditors (including Holders).
As an example of this, the diagram below illustrates the position of Holders relative to the banks which
provide loan facilities to Infratil's Wholly-Owned Subsidiaries.
Portfolio
Company
Portfolio
Company
Infratil
Holders
Portfolio
Company
Bank
lenders
100%100%
Debt
Guarantee
Guarantee
Debt
100%
Wholly-Owned Subsidiaries
KEY TERMS OF THE
INFRASTRUCTURE BONDS

9
As illustrated in the diagram above, Infratil has a range of Wholly-Owned Subsidiaries, which hold
Infratil's investments in its Portfolio Companies. The bank lenders who provide loan facilities to the
Wholly-Owned Subsidiaries have direct claims on both Infratil and those Wholly-Owned Subsidiaries.
Holders have a claim on Infratil, but have no claims against, or recourse to the assets of, the Wholly-
Owned Subsidiaries or the Portfolio Companies. This means that in a liquidation of the Infratil group:
• all creditors of each Portfolio Company (including any lenders) would have to be paid in full before
any residual assets could be distributed to the relevant Wholly-Owned Subsidiary;
• all creditors of each Wholly-Owned Subsidiary (including the bank lenders) would have to be paid
in full before any residual assets could be distributed to Infratil; and
• therefore, only the residual assets of the Portfolio Companies and Wholly-Owned Subsidiaries, after
the claims of all of their creditors have been satisfied in full, would be available to Infratil's liquidator
and therefore Infratil's creditors (including Holders).
Infratil is also subject to other restrictions in its bank loan facilities that limit the value of cash and other
assets it may hold (other than shares and other securities held in, or loans to, the Wholly-Owned
Subsidiaries).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value).
Under the Exchange Offer, redemption proceeds of the 2025 Bonds will be banked into the trust
account operated in respect of the Offer and will be treated as subscription money for Infrastructure
Bonds allocated under the Exchange Offer. No additional subscription moneys are payable by a Holder.
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of $1,000
thereafter (unless a holder of 2025 Bonds is exchanging all of their 2025 Bonds).
Transfer Restrictions:Holders are entitled to sell or transfer their Infrastructure Bonds at any time subject to the terms of the
Trust Deed, the selling restrictions set out below and applicable securities laws and regulations. Infratil
may decline to register a transfer of Infrastructure Bonds for the reasons set out in the Trust Deed.
The minimum amount of Infrastructure Bonds a Holder can transfer is $1.00. No transfers of
Infrastructure Bonds or any part of a Holder's interest in an Infrastructure Bond will be registered if the
transfer would result in the transferor holding or continuing to hold Infrastructure Bonds having a Face
Value of less than $5,000 (other than zero).
ISIN:NZIFTD0370L3
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date falls on a
day that is not a Business Day, the due date for the payment to be made on that date will be on the
immediately preceding Business Day, but the amount paid will not be adjusted.
Registrar and Paying Agent:MUFG Pension & Market Services (NZ) Limited
Who May Apply:Firm Offer
The Firm Offer has now closed.
Exchange Offer
All Infrastructure Bonds exchanged or offered under the Exchange Offer are reserved to registered
holders of a 2025 Bond who are New Zealand residents.
KEY TERMS OF THE
INFRASTRUCTURE BONDS

10
How to Apply:Firm Offer
The Firm Offer has now closed.
Exchange Offer
Holders of 2025 Bonds have the option to participate in the Exchange Offer by using an online
application form.
If you have provided an email address for investor correspondence, you should have received an email
on the Firm Offer Opening Date with an email link. The email link will take you to a Registrar website
where you will receive information on how to apply for Infrastructure Bonds in the Exchange Offer using
the online application form.
You will be able to apply using the online application form at www.infratilbondexchangeoffer.com from
8.30am on the Exchange Offer Opening Date. You must complete the online application form by no
later than 5.00pm on the Exchange Offer Closing Date.
If you have not provided an email address for investor correspondence, you should have received a
letter following the Firm Offer Opening Date with information on how to apply for Infrastructure Bonds
under the Exchange Offer using the online application form.
Once you submit a completed online application form for the Exchange Offer you will no longer be
able to sell or otherwise transfer your 2025 Bonds designated in that application.
Applications may be refused
If Infratil refuses any application under the Exchange Offer due to the applicant being ineligible, the
2025 Bonds that are not being exchanged will be redeemed on their maturity date in accordance with
their existing terms and conditions.
KEY TERMS OF THE
INFRASTRUCTURE BONDS

11
Brokerage:Infratil will pay a firm brokerage fee comprised of a retail brokerage fee of 0.50% and a firm allocation
fee of 0.50%. Such amounts will be paid to the Arranger who will distribute as appropriate to the Joint
Lead Managers, approved financial intermediaries and other primary market participants.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are, immediately after issue,
quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under the FMCA.
NZX Debt Market Ticker Code:IFT370
Supervisor:Trustees Executors Limited
Governing Law:New Zealand
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has not and will
not take any action which would permit a public offering of the Infrastructure Bonds, or possession or
distribution of any offering material, in any country or jurisdiction where action for that purpose is
required (other than New Zealand). Infrastructure Bonds may only be offered for sale or sold in
compliance with all applicable laws and regulations in any jurisdiction in which they are offered, sold or
delivered. Any information memorandum, terms sheet, circular, advertisement or other offering material
in respect of the Infrastructure Bonds may only be published, delivered or distributed in or from any
country or jurisdiction under circumstances which will result in compliance with all applicable laws and
regulations.
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Joint Lead Managers and
the Supervisor in respect of any loss incurred as a result of you breaching the above selling restrictions.
The above selling restrictions apply in relation to both the Firm Offer and the Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Joint Lead Managers, the Supervisor, or
any of their respective directors, officers, employees, agents or advisers to subscribe for, or purchase,
any of the Infrastructure Bonds.
The Joint Lead Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you acknowledge that none
of the Joint Lead Managers, the Supervisor nor their respective directors, officers, employees, agents
or advisers gives any warranty or representation of accuracy or reliability and they take no responsibility
for it.

12
The dates set out in this Terms Sheet are
indicative only and Infratil may change the dates
set out in this Terms Sheet. Infratil has the right in
its absolute discretion and without notice to
close the Exchange Offer early, to add additional
Issue Dates, to extend the Exchange Offer
Closing Date, or to choose not to proceed with
the Offer. Infratil will announce any changes to
the dates set out in this Terms Sheet via NZX as
soon as practicable.
Any internet site address provided in the Terms
Sheet is for reference only and, except as
expressly stated otherwise, the content of such
internet site is not incorporated by reference
into, and does not form part of, this Terms Sheet.
Copies of the Trust Deed are available
by visiting
www.infratil.com/for-investors/bonds
or you may request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Tom Robertson
or
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland
Attention: David Shaw
Investors should seek qualified independent
financial and taxation advice before deciding to
invest. In particular, you should consult your tax
adviser in relation to your specific circumstances.
Investors will also be personally responsible for
ensuring compliance with relevant laws and
regulations applicable to them (including any
required registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland 1010
Telephone 09 308 7100
Registrar
MUFG Pension & Market Services
(NZ) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Telephone 09 375 5998
Directory
Arranger
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 09 924 9602
Joint Lead Managers
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 09 924 9602
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone 0800 272 442
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
OTHER
INFORMATION

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Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com
5 June 2025
Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets
Conduct Regulations 2014
Infratil Limited ("Infratil") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets Conduct
Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of bonds due 16 June
2032("New Bonds") , in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets
Conduct Act 2013 ("FMCA").
The main terms of the offer and the New Bonds are set out in the Terms Sheet released via the NZX.
Except for the interest rate and the maturity date, the New Bonds will have identical rights, privileges,
limitations and conditions as:
• Infratil's fixed rate bonds maturing on 15 June 2025, which have an interest rate of 6.15% per annum
and which are currently quoted on the NZX Debt Market under the ticker code IFT250;
• Infratil's bonds maturing on 15 March 2026, which have an interest rate of 3.35% per annum and
which are currently quoted on the NZX Debt Market under the ticker code IFT300;
• Infratil's fixed rate bonds maturing on 15 December 2026, which have an interest rate of 3.35% per
annum and which are currently quoted on the NZX Debt Market under the ticker code IFT280;
• Infratil's bonds maturing on 15 December 2027, which have an interest rate of 3.60% per annum and
which are currently quoted on the NZX Debt Market under the ticker code IFT310;
• Infratil's bonds maturing on 15 December 2028, which have an interest rate of 6.78% per annum and
which are currently quoted on the NZX Debt Market under the ticker code IFT270;
• Infratil's bonds maturing on 31 July 2029, which have an interest rate of 6.90% per annum and which
are currently quoted on the NZX Debt Market under the ticker code IFT330;
• Infratil's bonds maturing on 15 December 2029, which have a current interest rate of 6.24% per
annum (further rate reset on 15 December 2025 and annually thereafter) and which are currently
quoted on the NZX Debt Market under the ticker code IFTHC;
• Infratil's bonds maturing on 15 June 2030, which have a current interest rate of 5.93% per annum
(rate reset on 15 June 2026) and which are currently quoted on the NZX Debt Market under the
ticker code IFT320;
• Infratil's fixed rated bonds maturing on 15 March 2031, which have an interest rate of 7.08% per
annum and which are currently quoted on the NZX Debt Market under the ticker code IFT340;
• Infratil's fixed rate bonds maturing on 17 December 2031, which have an interest rate of 7.06% per
annum and which are currently quoted on the NZX Debt Market under the ticker code IFT350; and
• Infratil's fixed rate bonds maturing on 13 December 2030, which have a current interest rate of
6.00% per annum and which are currently quoted on the NZX Debt Market under the ticker code
IFT360,

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