Infratil Infrastructure Bond Exchange Offer closes

Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com



12 June 2025

Infratil Infrastructure Bond Exchange Offer Closes

Infratil Limited today announced that following the successful Exchange Offer for its offer of 7 year unsecured,
unsubordinated, fixed rate infrastructure bonds that mature on 16 June 2032 (New Bonds) it has allocated
$22,559,333 of New Bonds. The Exchange Offer has now closed.

Combined with the Firm Offer issuance of $100,000,000 this takes the total Issue Amount to $122,559,333.

A copy of the Final Terms Sheet for the New Bonds is attached.

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

Tom Robertson
Infratil Treasurer
Phone: +64 4 550 5432
Email: Tom.Robertson@infratil.com

Authorised for release by:

Brendan Kevany
Infratil Company Secretary

---

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

2
This Updated Terms Sheet ("T
erms Sheet")
sets out the key terms of the offer ("Offer")
by Infratil Limited ("Infratil") of $122,559,333
fixed r ate bonds maturing on 16 June 2032
("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 Executors 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 Trust Deed.
Important Notice
The Offer by Infratil is made in reliance
upon the exclusion in clause
19 of schedule
1 of the Financial Markets Conduct Act
2013 ("FMCA").
The Offer contained in this Terms Sheet is
an offer of Infrastructure Bonds that have
identical rig
hts, 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 disclosure obligation
that requires it to notify certain material
information to NZX Limited ("NZX") for the
purpose of that information being made
available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt securities
of Infratil that are currently quoted and in the
same class as the Infrastructure Bonds that are
being offered.
Investors should look to the market price of the
Quoted Bonds to find out how the market
assesses the returns and risk premium for those
bonds.
FINAL TERMS SHEET
11 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.
Issue Amount:$122,559,333
Firm Offer and Exchange Offer:The Offer consisted 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 offered 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. The
Exchange Offer has now closed
There was 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 $100,000,000 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 Issue Amount: The Exchange Offer issue amount has been set at $22,559,333 of Infrastructure Bonds.
Exchange Offer Applications: The Exchange Offer has now closed. The Exchange Offer was available for New Zealand resident
holders of the 2025 Bonds..
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
Firm Offer and Exchange Offer
Issue Amount:
The sum of the Firm Offer Issue Amount and
the Exchange Offer Issue Amount has been set at
$122,559,333 of Infrastructure Bonds.
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 Interest Rate has been set as the greater of:
(a) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b) the Minimum Interest Rate.
The Issue Margin was set by Infratil in consultation with the Arranger (identified on page 11 below) at
2.30% per annum. The Base Rate on the Rate Set Date was 3.86% p
er 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 Interest Rate:6.00% per annum
Issue Margin:2.30% per annum
Base Rate: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 11 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)cer tain 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
The Exchange Offer has now closed..
How to Apply:Firm Offer
The Firm Offer has now closed.
Exchange Offer
The Exchange Offer has now closed.
KEY TERMS OF THE
INFRASTRUCTURE BONDS

10
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.

11
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