Infratil Limited's Notice of Meeting and Proxy Form

NOTICE OF
MEETING
2025

NAVIGATING
BEYOND
THE NOISE
The last year has tested investors‘ resolve.
Rising geopolitical tensions, surging tariffs,
and a weakening global macroeconomic
outlook have created a volatile investment
environment.
At Infratil, we‘ve stayed focussed. We‘ve always believed
that the best strategy in uncertain times is to back quality
- high-performing assets, strong management, and
sectors underpinned by enduring demand. It‘s this
conviction that continues to shape our portfolio and
our results.
Our strategy isn‘t built for headlines. It‘s built for the long
haul. We invest in businesses that matter more as the
world changes - platforms like CDC and Longroad Energy,
which sit at the intersection of digital infrastructure, energy
transition, and sustainability. These businesses are
growing rapidly and executing with discipline, regardless
of short-term market noise.
We‘ve also sharpened our focus. As our portfolio has
grown in scale and maturity, so too has the need for
greater discipline in how we allocate capital. We are
concentrating our efforts on the areas with the greatest
potential to create long-term value - refining our portfolio,
improving operating performance, and ensuring that every
investment supports our strategic direction.

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The shareholders of Infratil Limited
21 July 2025
Shareholders have already received Infratil‘s 2025 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.
The Annual Meeting this year will be in Auckland 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 Alison Gerry, Kirsty Mactaggart and Andrew
Clark 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 FY2024 international portfolio
annual incentive fee in 2026; and
- the second instalment of the FY2025 international portfolio
annual incentive fee in 2026.
• Setting the aggregate fees payable to Non-Executive Directors
by Infratil.
• Authorisation for the Directors to fix the auditor‘s remuneration.
INTERNATIONAL PORTFOLIO ANNUAL
INCENTIVE FEES
As noted in Infratil‘s 2025 Annual Report, Morrison earned a FY2025
international portfolio annual incentive fee of $346.9 million.
As a protection against the possibility of the relevant portfolio of
investments subsequently falling in value, the FY2025 international
portfolio annual incentive fee is payable over three years (in three
instalments of ~$115.6 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 2025 valuation, that year‘s
instalment will be reduced proportionately to reflect the lower
valuation.
The FY2025 international portfolio annual incentive fee follows the
FY2024 international portfolio annual incentive fee of $89 million
(payable in three instalments of ~$29.7 million each) noted in
Infratil‘s 2024 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.

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The Board has not made a decision whether to use the scrip option
for any portion of the third instalment of the FY2024 incentive fee
(to the extent payable) or the second instalment of the FY2025
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 2024 Annual Meeting, shareholders approved the use of
the scrip option in connection with the third instalment of the
FY2023 international portfolio annual incentive fee and the second
instalment of the FY2024 international portfolio annual incentive fee.
In May 2025, the Board exercised the scrip option to satisfy Infratil‘s
obligation to pay $80 million of those incentive fees by issuing Infratil
shares to Morrison rather paying that amount in cash.
If shareholders do not approve use of the scrip option, the third
instalment of the 2024 international portfolio annual incentive fee
and the second instalment of the 2025 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 FY2025 international portfolio annual incentive
fee (payable in 2027), the Board will seek shareholder approval for
this at the 2026 Annual Meeting.
DIRECTOR FEES
The Board reviews directors‘ fees annually to ensure that fees do
not fall out of step with the market, reflect the commitment required
as an Infratil director and ensure that Infratil continues to attract
high quality director candidates. This year the Board engaged
Propero to undertake a benchmarking exercise in order to assess
the appropriateness of fees paid to Non-Executive Directors. The
last time shareholders approved an increase to the directors‘ fee
pool was at the 2023 Annual Meeting. Infratil operates in several
significant sectors and has investments globally. The pace and
complexity of Infratil‘s investment activity require a Board with the
capability and commitment that is different from most of its peers
on the NZX and ASX.
Consistent with the recommendation from Propero Consulting, the
Board recommends that shareholders approve a modest increase to
current fees, a significant portion of which will more closely align the
Chair fee closer to the NZX and ASX comparator group median,
align more closely with the typical Chair premium, and reflect the
workload. An increase to the unallocated director fee pool, which is
currently one of the lowest in the comparator pool, is also proposed

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to provide flexibility to support recruitment and future increases.
This aligns the fees at the median of the combined NZX and ASX
comparator group which Propero Consulting has benchmarked
Infratil to.
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. Shareholder approval is not required
in connection with the implementation of the Share Buyback
Programme.
I look forward to seeing you at the Annual Meeting, presenting our
results and answering any questions you may have.
Alison Gerry
Chair

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Notice is hereby given pursuant to section 120 of the Companies
Act 1993 that the 2025 annual meeting of shareholders (Annual
Meeting) of Infratil Limited (Infratil) will be a hybrid meeting held
at 2:30pm at Eden Park, World Cup Lounge West, Samsung South
Stand, 42 Reimers Avenue, Kingsland, Auckland on Tuesday,
19 August 2025, and online at www.virtualmeeting.co.nz/ift25,
commencing at 2:30pm (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 2025 and the report of the auditor
To receive and consider the Annual Report of Infratil for the year
ended 31 March 2025. 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 Alison Gerry: That Alison Gerry be re-elected as
a director of Infratil.
2. Re-election of Kirsty Mactaggart: That Kirsty Mactaggart be
re-elected as a director of Infratil.
3. Re-election of Andrew Clark: That Andrew Clark be re-elected
as a director of Infratil.
4. Payment of FY2024 Incentive Fee by Share Issue (2024 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 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. Payment of FY2025 Incentive Fee by Share Issue (2025 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 2025
NOTICE OF ANNUAL MEETING

5
Incentive Fee (to the extent payable) as the Board elects to pay
by the issue of Shares (2025 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 2025 Scrip Option.
6. Non-Executive Directors renumeration: That the maximum
aggregate remuneration pool available for payment to all
Non-Executive Directors for each financial year commencing
on or after 1 April 2025, be increased by $121,500 from
$1,525,500 to $1,647,000 per annum (plus GST or VAT,
as appropriate).
7. 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
Voting restrictions that apply in respect of Resolutions 4 and 5
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 4 and 5 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 4 and 5, but may act as a proxy or voting
representative for a person who is qualified to vote on either of
Resolutions 4 and 5, in accordance with that person‘s express
instructions.
Voting restrictions that apply in respect of Resolution 6
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom
it is proposed receive a payment or benefit in respect of the matter
being the subject of a resolution under Listing Rule 2.11, and any

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associated person of that person, are disqualified from voting
in favour of that 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.
Resolution 6 relates to the payment of fees to Infratil‘s Non-
Executive Directors. Accordingly, none of the Non-Executive
Directors or their associated persons will vote their Shares in respect
of Resolution 6, but may act as a proxy or voting representative for
another person who is qualified to vote on Resolution 6, 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:
(a) Attending and voting in person at the Annual Meeting at
Eden Park, World Cup Lounge West, Samsung South Stand,
42 Reimers Avenue, Kingsland, Auckland.
(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/ift25.
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 at
www.vote.cm.mpms.mufg.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).

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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://mail.cm.mpms.mufg.
com/MUFG/MUFG_VirtualMeetingGuideOnline.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. A shareholder entitled to cast two or more
votes may appoint two proxies and may specify the proportion or
number of votes each proxy is appointed to exercise. If the
shareholder does not specify the proportion of the shareholder‘s
voting rights each proxy is to represent, each proxy will be entitled
to exercise half the shareholder‘s votes.
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.nz@cm.mpms.mufg.com
Please put the words “Infratil Proxy Form” in the subject line for
ease of identification.

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Online:
You may lodge your proxy online, go to:
www.vote.cm.mpms.mufg.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
2.30pm New Zealand Time on Sunday, 17 August 2025. 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.

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Item D - Resolutions
RESOLUTION 1: RE-ELECTION OF DIRECTOR
Under Listing Rule 2.7.1 a director must not hold office (without
re-election) past the third annual meeting following the director‘s
appointment of three years, whichever is longer. Accordingly,
Alison Gerry is required to retire at the annual meeting and seeks
re-election as a director.
The Board considers that Alison Gerry will be an Independent
Director for the purposes of the NZX Listing Rules (Listing Rules)
if re-elected to the Board.
• Alison Gerry – Chair, Independent Director
Alison has been Chair since 2022, an independent director
since 2014 and was last re-elected in 2022. She is a director
of Air New Zealand, ANZ Group Holdings, and Australia and
New Zealand Banking Group Limited. She has been a
professional director since 2007. Previously, Alison worked for
both corporates and for financial institutions in Australia, Asia
and London in trading, finance and risk roles.
The Board supports the re-election of Alison.
RESOLUTION 2: RE-ELECTION OF DIRECTOR
Under Listing Rule 2.7.1 a director must not hold office (without
re-election) past the third annual meeting following the director‘s
appointment of three years, whichever is longer. Accordingly,
Kirsty Mactaggart is required to retire at the annual meeting and
seeks re-election as a director.
The Board considers that Kirsty Mactaggart will be an
Independent Director for the purposes of the Listing Rules if
re-elected to the Board.
• Kirsty Mactaggart – Independent Director
Kirsty joined the Board in 2019 and was last re-elected in
2022. She is a senior advisor at Montarne, a specialist
advisory firm focussed on capital markets and corporate
governance. Prior to her director and advisory career, she was
Head of Equity Capital Markets and Corporate Governance
for Fidelity International in Asia, and was also a managing
director at Citigroup based in Hong Kong and London. She
has over 25 years of global equity market experience with a
unique investor perspective and a focus on governance.
The Board supports the election of Kirsty.
EXPLANATORY NOTES

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RESOLUTION 3: RE-ELECTION OF DIRECTOR
Under Listing Rule 2.7.1 a director must not hold office (without
re-election) past the third annual meeting following the director‘s
appointment of three years, whichever is longer. Accordingly,
Andrew Clark is required to retire at the annual meeting and seeks
re-election as a director.
The Board considers that Andrew Clark will be an Independent
Director for the purposes of the Listing Rules if re-elected to the
Board.
• Andrew Clark – Independent Director
Andrew joined the Board as an independent director in 2022.
He is an experienced strategist and transformation executive
with over 30 years of diverse management consulting
experience. During this time, he held a number of senior roles
within the Boston Consulting Group (BCG).
The Board supports the election of Andrew.
RESOLUTIONS 4 & 5: SHARE ISSUE – FY2024
INCENTIVE FEE AND FY2025 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 (2024 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
FY2024 international portfolio annual incentive fee (FY2024
Incentive Fee).
• The option (2025 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 FY2025 international portfolio
annual incentive fee (FY2025 Incentive Fee).
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 2024 Scrip Option for the third instalment of the FY2024
Incentive Fee (to the extent payable) or the 2025 Scrip Option for
the second instalment of the FY2025 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 2024 Scrip Option, the 2025 Scrip
Option, the FY2024 Incentive Fee and the FY2025 Incentive Fee
is set out below.

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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/
governance/governance-documents/constitution-and-
investment-management-agreement/management-
agreement-with-morrison-2023/.
FY2024 INCENTIVE FEE
In FY2024, Morrison earned an International Portfolio Annual
Incentive Fee of $89 million pursuant to clause 9.4.3 of the
Management Agreement (FY2024 Incentive Fee). The process
under the Management Agreement (with relevant modifications
as agreed between the Board and Morrison) for determining the
FY2024 Incentive Fee was payable, and for calculating the
amount of the FY2024 Incentive Fee, is summarised below:
• Infratil‘s Non-New Zealand Portfolio Securities which have
been owned for more than three years (FY2024 International
Portfolio Assets) were valued as at 31 March 2024 by
specialist independent valuers. The independent valuations
are undertaken to assess the proceeds Infratil would receive
were it to sell the FY2024 International Portfolio Assets, net of
all transaction costs and applicable taxes.
• The independent valuations determined that the FY2024
International Portfolio Assets delivered a return (in NZ$) 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.

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• 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 the second and third instalments 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).
- NZ$23,461,190 of the second instalment was satisfied by
way of issue of Shares to Morrison, with the remainder paid
in cash in May 2025 (following finalisation of the 31 March
2025 independent valuations).
- The FY2024 International Portfolio Assets will be valued
again as at 31 March 2026, 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 2026 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.
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/results/).
FY2025 INCENTIVE FEE
In FY2025, Morrison earned an International Portfolio Annual
Incentive Fee of $346.9 million pursuant to clause 9.4.3 of the
Management Agreement (FY2025 Incentive Fee). The process
under the Management Agreement (with relevant modifications
as agreed between the Board and Morrison) for determining the
FY2025 Incentive Fee was payable, and for calculating the
amount of the FY2025 Incentive Fee, is summarised below:
• Infratil‘s Non-New Zealand Portfolio Securities which have
been owned for more than three years (FY2025 International
Portfolio Assets) were valued as at 31 March 2025 by
specialist independent valuers. The independent valuations
are undertaken to assess the proceeds Infratil would receive
were it to sell the FY2025 International Portfolio Assets, net
of all transaction costs and applicable taxes.
1

1. The carrying value of RetireAustralia was written down following a review against
market-based comparables and other benchmarks at 31 March 2025 to estimate
the fair value of Infratil‘s investment.

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• The independent valuations
2
determined that the FY2025
International Portfolio Assets has delivered a return (in NZ$)
of over 12% per annum, and the $346.9 million FY2025
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 FY2025
International Portfolio Assets falling in value, clause 9.4.4 of
the Management Agreement requires the FY2025 Incentive
Fee to be divided into three equal annual instalments of
~$115.6 million each, with payment spread over three
years and subject to proportionate adjustment for a reduction
in the value of the FY2025 International Portfolio Assets:
- The first instalment was paid in cash in May 2025 (following
finalisation of the 31 March 2025 independent valuations).
- The FY2025 International Portfolio Assets will be valued
again as at 31 March 2026, using the same independent
valuation process as in 2025. If the independent valuation
of the FY2025 International Portfolio Assets determines
that the total value of those assets as at 31 March 2026
is lower than the valuation of those assets as at 31 March
2025, then the amount of the second tranche of the
FY2025 Incentive Fee shall be reduced proportionately
to reflect the reduction in value of those assets.
- The FY2025 International Portfolio Assets will be valued
again as at 31 March 2027, using the same independent
valuation process as in 2025 and 2026. If the independent
valuation of the FY2025 International Portfolio Assets
determines that the total value of those assets as at
31 March 2027 is lower than the valuation of those
assets as at 31 March 2025, then the amount of the third
tranche of the FY2025 Incentive Fee shall be reduced
proportionately to reflect the reduction in value of those
assets.
More information regarding the FY2025 Incentive Fee can be
found in Infratil‘s 2025 Results Announcement and 2025 Annual
Report (both available on the Infratil website at https://infratil.
com/for-investors/results/).
SCRIP OPTION
Clause 9.6 of the Management Agreement gives the Board the
option to pay any instalment of the FY2024 Incentive Fee or the
FY2025 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:
2. As modified to reflect the adjustment of Infratil‘s investment in RetireAustralia
described above.

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• 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 FY2024 International Portfolio Assets or the
FY2025 International Portfolio Assets as at 31 March in the
relevant year) that the FY2024 Incentive Fee or FY2025
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 FY2024 Incentive Fee or
FY2025 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 FY2024 Incentive Fee (to the extent payable) or the second
instalment of the FY2025 Incentive Fee (to the extent payable). If
shareholders approve the use of the Scrip Option, the Board will
make a decision in 2026 whether to use Scrip Option for any or all
of the third instalment of the FY2024 Incentive Fee or the second
instalment FY2025 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.
CONSEQUENCES IF THE SCRIP OPTION IS
NOT APPROVED
If Resolutions 4 and 5 are not passed, Infratil will be required to
pay each of the third instalment of the FY2024 Incentive Fee of
~$29.7 million, and the second instalment of the FY2025
Incentive Fee of ~$115.6 million in cash, if the independent
applicable valuations of the FY2024 International Portfolio Assets
or the FY2025 International Portfolio Assets determine that:
• in the case of the FY2024 International Portfolio Assets, the
value of those assets as at 31 March 2026 is not less than the
value of those assets as at 31 March 2024. If the value of
those assets as at 31 March 2026 is less than the value of

15
those assets as at 31 March 2024, then the third instalment
of the FY2024 Incentive Fee will be reduced proportionately
to reflect the reduction in value of those assets; or
• in the case of the FY2025 International Portfolio Assets, the
value of those assets as at 31 March 2026 is not less than
the value of those assets as at 31 March 2025. If the value
of those assets as at 31 March 2026 is less than the value
of those assets as at 31 March 2025, then the second
instalment of the FY2025 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 FY2024 Incentive Fee or the second
instalment of the FY2025 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 FY2024 Incentive Fee and
the second instalment of the FY2025 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 FY2024
Incentive Fee (to the extent payable) and/or the second
instalment of the FY2025 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 FY2024 Incentive Fee (to the extent payable)
and/or the second instalment of the FY2025 Incentive Fee
(to the extent payable) in cash.
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 FY2024
Incentive Fee or the second instalment of the FY2025 Incentive
Fee (assuming both such incentive fees are payable in full) is also
summarised below:
• Scrip Option used: Infratil will issue new Shares to Morrison at
the Issue Price, with the number of Shares issued equal to the
third instalment of the FY2024 Incentive Fee or the second
instalment of the FY2025 Incentive Fee (or the portion of that
for which the Board elects to use the Scrip Option) divided by

16
the Issue Price. This issue of Shares to Morrison will increase
the total number of Shares on issue and therefore will dilute
other Infratil shareholders, although the dilution will not be
material. However, the issue of 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 Shares on
NZX on 16 July 2025 and assuming (a) the total Shares on
issue (excluding treasury stock) is the same as at 16 July 2025
and (b) the Scrip Option is used for the full third instalment of
the FY2024 Incentive Fee, then:
- Infratil would issue 2,716,253 Shares to Morrison.
- This would increase the total Shares on issue (excluding
treasury stock) from 979,589,512 to 982,305,765.
- This would dilute other Infratil shareholders by 0.28%.
• Scrip Option not used: Infratil will pay cash to Morrison for the
third instalment of the FY2024 Incentive Fee and the second
instalment of the FY2025 Incentive Fee. This will mean that
other Infratil shareholders are not diluted (because there is no
issue of 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.
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 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 4 and 5, and a copy of the
waiver decision is available on the Infratil website at www.infratil.
com/news/waiver-from-listing-rule-785b/

17
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.
3
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.
• 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 FY2024
International Portfolio Assets and the FY2025 International
Portfolio Assets determine that:
- in the case of the FY2024 International Portfolio Assets, the
value of those assets as at 31 March 2026 is not less than
the value of those assets as at 31 March 2024; or
3. The 2002 Notice of Meeting and appraisal report is available at https://infratil.com/
about-infratil/governance/governance-documents/governance-reports-and-
statements/2002-infratil-notice-of-meeting/

18
- in the case of the FY2025 International Portfolio Assets, the
value of those assets as at 31 March 2026 is not less than
the value of those assets as at 31 March 2025,
Infratil will be required to pay one or both of the third instalment
of the FY2024 Incentive Fee of ~$29.7 million and the second
instalment of the FY2025 Incentive Fee of ~$115.6 million.
In respect of the FY2024 International Portfolio Assets, if the
value of those assets as at 31 March 2026 is less than the
value of those assets as at 31 March 2024, then the third
instalment of the FY2024 Incentive Fee would be reduced
proportionately to reflect the reduction in value of those
assets. Further, in respect of the FY2025 International Portfolio
Assets, if the value of those assets as at 31 March 2026 is less
than the value of those assets as at 31 March 2025, then the
second instalment of the FY2025 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
FY2024 Incentive Fee (to the extent payable) and the second
instalment of the FY2025 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 FY2024 Incentive Fee (to the extent payable)
and/or the second instalment of the FY2025 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.
RESOLUTION 6: NON-EXECUTIVE DIRECTOR
RENUMERATION
The Board‘s policy is to regularly review the level of directors‘
remuneration, to ensure that fees do not fall out of step with the
market and reflect the commitment required of an Infratil director
and ensure that Infratil continues to attract high quality director
candidates.

19
Under Listing Rule 2.11, any increase to the level of directors‘
remuneration must be authorised by ordinary resolution. The
resolution must express the directors‘ remuneration as either a
monetary sum per annum payable to (i) all directors of the issuer
in aggregate (i.e. a fee pool), or (ii) any person who from time to
time holds office as a director.
The Board last obtained shareholder approval to increase the
aggregate maximum remuneration payable to directors of Infratil
and certain of its subsidiaries annually at the 2023 Annual
Meeting, at which shareholders approved a fee pool of
$1,525,500 (plus GST/VAT).
The Board engaged Propero to undertake a benchmarking
exercise in order to assess the appropriateness of directors‘ fees
paid to Infratil directors. Propero‘s benchmarking report can be
found on the Infratil website at https://infratil.com/for-investors/
annual-meetings/. It provides data from the comparator group to
provide reference points for assessing the market relativity of
Infratil‘s directors‘ fees (and the benchmarking methodology is set
out in that report). Infratil operates in several significant sectors
and has investments globally. The Board considers that in
recognition of the complexity of Infratil‘s activities together with
the time commitment required of an Infratil director, it should be
targeting director remuneration at the median of the combined
NZX and ASX comparator group.
The Board proposes that the aggregate maximum remuneration
payable to Non-Executive Directors (Directors‘ Fee Pool) to be
approved at the Annual Meeting is sufficient to enable Directors‘
fees to be set consistent with the median of the combined NZX
and ASX comparator group.
Accordingly, the Board recommends to shareholders an increase
in the maximum aggregate annual quantum of fees payable to all
Non-Executive Directors of $121,500 from $1,525,500 to
1,647,000 per annum (plus GST or VAT, as appropriate).
As compared to the maximum aggregate Directors‘ Fee Pool
approved at the 2023 Annual Meeting, this change represents an
effective increase in the maximum per Non-Executive Director
fees of 8%
4
.
4. Since 1 April 2020, only Infratil’s Non-Executive Directors have been paid director
fees and no such fees are currently paid to the Infratil Chief Executive as an Executive
Director. Accordingly, this calculation compares the increase in per Director fees
between the maximum aggregate Directors' fee pool available in respect of the year
ended 31 March 2025 and the proposed new maximum aggregate Directors' fee
pool for the year commencing 1 April 2025 split equally between 6 Non-Executive
Directors

20
In reaching this recommendation, the Board has considered the
experience and responsibility of the directors, the size and scope
of Infratil, the level of governance and consequent time
commitment, relative to the benchmarking from Propero.
If the increase to the Directors‘ Fee Pool is approved, the Board
may divide the pool among Non-Executive Directors, in their
capacities as directors of Infratil, as the Board deems appropriate.
The existing fee structure, and the proposed initial fee structure
which will be backdated to take effect from 1 April 2025 if the
increase to the Directors‘ Fee Pool is approved, is set out below.
Current FY25Proposed FY26Difference%
Chair
5
$375,000$425,000$50,00013%
Director$187,500$195,000$7,5004%
Audit Chair$48,000$48,000$00%
Audit Member$22,500$22,500$00%
MEC Chair$30,000$30,000$00%
MEC Member
6
$10,000$10,000$00%
Unallocated
7
$20,000$104,000$84,000420%
Overseas
director
8
$217,500$0($217,500)-100%
TOTAL FEE
POOL
9
$1,525,500$1,647,000$121,5008.0%
All amounts exclude GST or VAT, where appropriate
RESOLUTION 7: 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.
5. The Chair does not receive additional remuneration for membership of any
Committee.
6. Membership of the MEC will be reduced from four members to two members in
FY2026 (in each case, in addition to the MEC Chair and the Chair of the Board).
7. Of the $104,000 included in the unallocated fee pool, in FY2026, the Board will
commit (i) $31,000 to Paul Gough to reflect additional travel and time attending
Board meetings (instead of a separate higher fee bracket for any ‘Overseas director‘,
per note 8 below), and (ii) $5,000 to each of Anne Urlwin and Andrew Clark to reflect
MEC meeting attendance (noting the reduction in membership of the MEC per note
6 above).
8. To simplify the fee structure in FY2026, the Board will remove the separate fee bracket
for any ‘Overseas director‘, which was paid to Paul Gough in FY2025. The Board will
utilise the unallocated pool to offset the reduction in fee paid to Paul Gough.
9. Calculated for FY2026 based on a breakdown of (i) one Chair, (ii) five other
Non-Executive Directors, (iii) one Audit Chair, (iv) two Audit Members, (v) one MEC
Chair, and (vi) two MEC Members, plus the unallocated pool.

21
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 Shares (approximately 2.0% of the
outstanding 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 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.

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 Shares on issue.
Infratil has not acquired any 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 Shares on issue. This would represent
approximately 2.0% of the outstanding 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 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 Shares
in Infratil, pursuant to section 63 of the Companies Act 1993.
• Offers may be made between 19 August 2025 and
21 July 2026.
• 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 Shares in Infratil, pursuant to Section 60(1)
(b)(ii) of the Companies Act 1993.
• Offers may be made between 19 August 2025 and
21 July 2026.
• 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.
22

23
• 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 2025, 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 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 19 August 2025 and 21 July 2026.
2. To pay the prevailing market price for the shares at the time
of purchase.

24
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;
- 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.

25
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.
DIRECTORS‘ INTERESTS
Ordinary Shares (as at 16 July 2025)
Infratil (IFT) ordinary shares
Infratil (IFT) ordinary sharesBeneficial interests
A Gerry47,823
J Boyes2,427,830
A Clark500,858
P Gough252,658
K Mactaggart115,029
P M Springford5 7, 6 8 1
A Urlwin33,189
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.

---

2025 Annual Meeting
The Annual Meeting of Infratil Limited will be held at Eden Park, Gate G, World Cup Lounge West, Samsung South Stand, 42 Reimers
Avenue, Kingsland, Auckland on Tuesday, 19 August 2025 commencing at 2:30pm NZST. If you are unable to attend in person you will
be able to attend online via the MUFG Pension & Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/ift25. 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 4, Resolution 5 and Resolution 6,
you are entitled to one vote for every fully paid share in Infratil Limited that you hold as at 2:30pm NZST on Sunday, 17 August 2025
(being 48 hours prior to the start of the Annual Meeting).
Voting Restrictions that apply in respect of each of Resolution 4 and Resolution 5.
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 4 and 5 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 4 and 5, but may act as a proxy or voting representative for a person who is qualified to vote on either of Resolutions 4 and 5, in
accordance with that person’s express instructions.
Voting Restrictions that apply in respect of Resolution 6.
Under Listing Rule 6.3.1 and Listing Rule 6.3.3, any person to whom it is proposed receive a payment or benefit in respect of the matter being
the subject of a resolution under Listing Rule 2.11, and any associated person of that person, are disqualified from voting in favour of that
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.
Resolution 6 relates to the payment of fees to Infratil's Non-Executive Directors. Accordingly, none of the Non-Executive Directors or their
associated persons will vote their Shares in respect of Resolution 6, but may act as a proxy or voting representative for another person who is
qualified to vote on Resolution 6, in accordance with that person's express instructions.
HOW TO LODGE YOUR PROXY:
Online: vote.cm.mpms.mufg.com/IFT
Scan and email: meetings@cm.mpms.mufg.com
Deliver: Infratil Limited, C/- MUFG Pension & Market Services,
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 & 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.nz@cm.mpms.mufg.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 Pension & Market Services, by one of the means noted above.
Proxies must be received by MUFG Pension & Market Services no later than 2:30pm NZST on 17 August 2025. 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 Pension & Market Services 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 voting instructions as provided.
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 Pension & Market Services.
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 19 August
2025, 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.

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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 Alison Gerry be re-elected as a director of Infratil.
2That Kirsty Mactaggart be re-elected as a director of Infratil.
3That Andrew Clark be re-elected as a director of Infratil.
4That 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 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 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 2025 Incentive Fee (to the extent
payable) as the Board elects to pay by the issue of Shares (2025 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 2025 Scrip Option.
6Non-Executive Directors renumeration: That the maximum aggregate remuneration pool
available for payment to all Non-Executive Directors for each financial year commencing
on or after 1 April 2025, be increased by $121,500 from $1,525,500 to $1,647,000 per
annum (plus GST or VAT, as appropriate).
7That 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.
cm.mpms.mufg.com/IFT.
Shareholders can also submit written questions by completing the question section below and returning this form to MUFG Pension & Market
Services. Questions will need to be submitted by 2:30pm NZST on Sunday, 17 August 2025. 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 2025
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.