Infratil Limited/Announcement
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Infratil 2025 Annual Meeting

AGM19 August 2025IFTUtilities

Annual Meeting of Shareholders
Infratil Limited


HYBRID MEETING

TUESDAY, 19 AUGUST 2025 AT 2:30 PM NZST


Chair address

Tēnā koutou katoa. Welcome to Infratil’s 31

st

Annual Shareholder Meeting.

I confirm that, we have a quorum and declare the meeting of shareholders properly constituted.

As in previous years, shareholders were given the option to join today’s meeting in person or

online. In addition to those in the room today, I am very pleased to welcome those of you

participating online.

Slide 3 of the presentation is a picture of the virtual meeting platform. The boxes show where to

click to get a voting card and how to ask a question. If you need help, you can also call the number

displayed in the blue bar at the top of the platform.

I also advise the meeting that members of the press and non-shareholders may be present.

At the completion of the meeting, those who are here today are welcome to join directors for

refreshments.

Before we progress into the business of the meeting, I would like to introduce you to your

directors.

I am Alison Gerry and I am the Chair of the Board and an independent director. I am a member of

the Audit and Risk, and the Manager Engagement Committee. This is also referred to as the MEC. I

am seeking re-election at today’s meeting.

Jason Boyes is a non-independent director and is also our Chief Executive.

Kirsty Mactaggart is an independent director. Kirsty is Chair of the MEC and a member of the Audit

& Risk committee. Kirsty is seeking re-election at today’s meeting.

Andrew Clark joins us from Melbourne. Andrew is an independent director and a member of the

Audit and Risk Committee. Andrew is seeking re-election at today’s meeting.

Paul Gough joins us from London and is an independent director and a member of the MEC.

Anne Urlwin is an independent director and Chair of the Audit & Risk committee.


2

Peter Springford is an independent director and a member of the MEC. Peter is joining us on

screen today.

We also have Andrew Carroll our Chief Financial Officer, Matthew Ross our Deputy Chief Financial

Officer and Brendan Kevany our Company Secretary in the room today.

Ed Louden and Gavin Silva join us from our auditors, KPMG.

We also have directors and managers from our businesses here today.

• Jason Boyes is a director of CDC and Longroad Energy,

• Andrew Carroll is a director of One NZ and

• Matthew Ross is a director of Wellington Airport.

Now moving to the meeting proper.

I will take the Notice of Meeting as read.

Proxies have been lodged by 883 Shareholders holding 262 million, 25 thousand and 785 shares

representing 26.7% of the ordinary issued capital excluding treasury shares.

I advise that the Board has confirmed that the minutes of the last annual meeting held on 22

August 2024 are a true and correct record of that meeting.

Before we move on to the formal matters, I’d like to take a moment to reflect on the year that’s

been.

The past year is a testament to the resilience of our portfolio.

Our commitment to look past short-term turbulence and keep sight of the opportunities ahead is

delivering for our shareholders. We are confident in our strategy and optimistic about what’s

ahead.

That’s not to say we haven’t faced challenges.

And it’s the theme of this year’s Annual Report, ‘Navigating Beyond the Noise’.

It’s fair to say the world has felt increasingly uncertain.

We saw volatility emerge from questions around AI growth and data centre demand, followed by

shifts in US budget and renewable energy legislation.

Closer to home, a key telecommunications competitor lost the confidence of some investors.

In a portfolio as diverse as Infratil’s, encountering one or two such events is not unusual.

But this year, we faced three, in quick succession. Each touched our largest investments.


3

These moments of volatility remind us that while we remain focused on long-term value, we must

also be agile and transparent.

When market sentiment diverges from our view of underlying value, we respond — through

increased disclosure, active management, and a disciplined approach.

Our share price recovery is reassuring. But as we scale and, particularly with the current, more

concentrated portfolio, we can expect episodes of volatility.

But I want to be clear. The current vintage of Infratil assets is one of the strongest we’ve seen.

We know many shareholders have been attracted to Infratil because of our investment in CDC –

and with good reason. It’s a very high-quality business.

But my message to them, is Infratil is more than any single asset.

Infratil is an enduring platform that has invested wisely in ideas that matter for over 30 years.

Our long-term performance speaks for itself. We’ve consistently met our target return of 11-15%

per annum over a ten-year period.

That’s not luck or one-off success. It’s more than picking one or two good investments.

Our ‘secret sauce’ is a disciplined and consistent approach. It’s identifying thematic opportunities.

Backing exceptional management teams, and our Manager, Morrison, executing with focus and

intent.

The real strength of Infratil lies in our ability to evolve, spot what’s next, and to act decisively.

That’s what sets us apart. That’s what give us confidence in the road ahead.

Looking back on FY2025 and the period since, four milestones stand out:

First, we acquired an additional stake in CDC.

This move strengthened our governance position, giving Infratil a majority of directors on the CDC

board. This is a meaningful step in shaping the future of one of our most strategic assets.

Second, we completed the merger of Contact Energy and Manawa Energy.

Third, Infratil was included in the ASX200 – a significant recognition of our scale and performance,

and the first of our FY2026 Strategic KPIs to be achieved.

And finally, we announced sale of RetireAustralia. This marks the beginning of our disciplined

divestment programme focused on businesses that are unlikely to scale under our ownership.


4

Each of these milestones reflect our commitment to active management, strategic clarity and long-

term value creation.

While the Board and Manager have always been clear on our strategic priorities, we’ve taken steps

this year to sharpen that clarity.

We’ve added structure, enhanced transparency, and begun communicating these priorities more

directly with shareholders.

We’re also formalising key elements of our investment approach that we believe are critical to

sustaining future performance as we scale.

This codification isn’t just about consistency. It’s about accelerating learning. Newer businesses

benefit from the experience of more mature ones, and that’s vital as we grow.

We call this framework the “Infratil Way”.

It includes our approach to portfolio company remuneration, board performance reviews and

sustainability practices.

More work is underway to embed these principles and unlock synergies through greater

collaboration between portfolio companies – where it makes sense to do so.

This is about building a platform that not only performs but stands the test of time.

While today is our formal annual meeting, it’s not the only time we meet shareholders.

Infratil remains one of the few NZX-listed issuers that continues to run an annual retail roadshow.

This year, we held 13 meetings in 12 cities and towns throughout New Zealand meeting over 1500

shareholders.

Alongside this, and together with other directors, I’ve met with around 20 institutional investors in

recent weeks.

These conversations have been invaluable.

A consistent theme has emerged. Shareholders are asking for greater levels of disclosure, more

consistency in how we report, clearer information on independent valuations, and ways to make

Infratil’s complexity easier to understand – particularly for the marginal buyer.

This is a journey, and we know there’s more to do. Our strategic KPIs have been set with this in

mind to reduce complexity and provide clear markers that shareholders can track over time.

I’m pleased to report our manager, Morrison, continues to deliver strong performance.


5

There’s a healthy tension between Morrison and Infratil – the kind that fosters constructive

challenge and sharpens decision-making. We work well together, and the alignment between us is

very strong.

We remain focused on delivering value for shareholders. That includes continuing to look at fees.

Our consistent view is that the current arrangements – including high-hurdles, no incentive fees on

New Zealand assets, and the FY2023 changes to allow for offsetting – continues to serve

shareholders well.

We’ve also reviewed costs charged under the Management Agreement and removed around $4

million of annual costs.

I’m proud to chair a high-functioning and well-balanced Board. We have strong capabilities and

skills around the board table. And we constantly challenge ourselves to make sure we are making

the best decisions on behalf of the shareholders we represent.

This year, we undertook an external Board evaluation. Pleasingly, Propero found that the Infratil

Board is operating at the 90

th

percentile of their database.

Shortly we will come onto the formal part of the meeting where I will cover the re-election of

myself, Kirsty and Andrew, but I will now touch briefly on board succession.

We believe that it’s important for Infratil to have an Independent Chair. While there are various

views on Board tenure, we understand that after 12 years, independence questions will be raised.

As such and if re-elected, I expect my next term will be my last, and, if that is the case, I would

expect to retire at the ASM in 2028. The Board is actively engaged on Chair succession to deliver a

smooth and orderly transition, and an announcement will be made if a decision regarding my

retirement or appointment of a replacement Chair is finalised.

Peter Springford has also confirmed that he will retire at the end of his current term at the 2026

ASM and not stand for re-election. The Board is currently recruiting a director to join before Peter

retires.

I’d like to conclude by reiterating my key message from previous years. We remain focussed on

investing in ‘ideas that matter’ – through consistency of approach, discipline and a continued focus

on execution.

With that context, I’ll now invite Jason to speak to how we’re executing on these priorities and

positioning Infratil for continued success.


6

Chief Executive address

Tēnā koutou katoa. Good afternoon everyone. Thank you for joining us for Infratil’s 2025 Annual

Meeting.

As Alison highlighted, the past year has tested markets – and our portfolio – in equal measure. Yet,

against that backdrop, we’ve made strong progress on the strategic priorities she outlined.

At the same time, our portfolio delivered operating performance towards the upper end of

guidance, with proportionate operating EBITDAF up 9%. That momentum has carried into the

current year, with a strong outlook for FY2026 and guidance for a further 9% increase. And while

it’s still early in the year, the portfolio is so far tracking in line with those expectations. That’s a

testament to the resilience of our assets, and to the discipline of our long-term investment

approach.

That consistency has enabled us to look through the noise, stay focused on fundamentals, and

position the portfolio for sustainable growth. And while some challenges remain, we’ve adapted

quickly.

At our Annual Result in May, and in agreement with the Board, we outlined four key priorities to

guide Infratil’s medium-term strategy.

These priorities reflect the scale we’ve achieved – growing from a market capitalisation of $2.6

billion in 2020 to nearly $12 billion today. It’s a significant shift, and one we hope to continue over

the medium term.

With that growth comes the need for deliberate choices:

• How we manage concentration in significant assets like CDC;

• Where we focus our capital to truly move the needle; and

• How we build a shareholder base that can support us into the future.

Managing scale and growth is a “high-quality” challenge. But it requires discipline and foresight.

We’ve made good progress across all our four priorities, and today I want to provide an update on

each.

They are:

1. Identify and scale our next growth platforms beyond CDC and Longroad.

2. Divest businesses unlikely to scale under our ownership and reinvest.

3. Balance Infratil’s operating cash flow and dividends.


7

4. Continue to broaden our shareholder base to support future scale.

Let’s take those in turn.

CDC and Longroad have been extraordinary performers for Infratil. Together, they now represent

around half of our portfolio value and have delivered strong earnings growth. We remain

confident in their continued growth, but to maintain portfolio balance and to continue driving

returns over the long-term, we need to build the next generation of growth platforms.

We’re making good progress. Gurīn Energy is now positioned for material expansion through

Project Vanda – a proposed US$2–3 billion solar farm development. It has received conditional

approval from the Singapore Energy Market Authority, and more than 90% of the required land

has already been secured.

While still highly conditional, it’s a priority project for us. We expect it’ll require around US$500

million of equity and has the potential to create more than US$500 million in value. We are

targeting a final investment decision in late 2025 and financial close in the first half of 2026.

Delivering on opportunities like this allows CDC to maintain its current weighting in our portfolio -

even as it continues to grow rapidly – helping address concerns about concentration risk.

Looking ahead, we expect to share more detail about Project Vanda at our Annual Investor Day in

Sydney on 18 September, and on new opportunities not yet in the portfolio that could be the next

CDC or Longroad for Infratil.

We also committed to optimising our use of capital by divesting businesses that are unlikely to

scale under our ownership and reinvesting the proceeds into more scalable opportunities.

Our goal is to realise $1 billion or more over the next two to three years.

For a growth business like Infratil, each investment needs the potential to scale to $1 billion or

more in value over a three to five-year period or it is unlikely to be meaningful for shareholders.

Over time, we also expect a greater share of our operating cash flows to come from a smaller

number of larger businesses, improving stability, reducing complexity, and simplifying the

portfolio for investors.

As Alison mentioned earlier, the sale of RetireAustralia marks the beginning of our divestment

programme. This is a quality business, but one that has become too small to move the dial for

Infratil. When we first invested A$215 million in December 2014, our market capitalisation was $1.6

billion. Today, it’s nearly $12 billion. Even with the positive changes we’ve made, RetireAustralia no

longer has the scale to deliver meaningful returns for our shareholders without significant

additional capital.


8

The sale price reflects an equity value below our carrying value. However, when viewed in the

context of our broader portfolio objectives, we believe this is a good outcome. The expected sale

proceeds will preserve nearly all contributed capital when factoring in both the capital invested

and distributions received – in effect, we’ve got our money back.

This highlights one of the key advantages of infrastructure investing: downside protection, even

when a business doesn’t scale as intended.

At completion, expected later this year, we anticipate proceeds of around A$300 million. Further

work towards our $1 billion target is well advanced and we expect to make further announcements

before the end of the year.

The third pillar of our strategy is to bring Infratil’s operating cash flow into balance. This means

ensuring the distributions we receive from portfolio companies cover both our fixed annual costs

and our dividend. Right now, we cover our costs, but not the full dividend. We expect to close that

gap over the next two to three years, as CDC and Longroad complete their current build

programmes and as One NZ’s free cash flow continues to grow.

As I noted earlier, the trading performance of our portfolio overall this year has been in line with

expectations, which will help support the path back to balance. Proceeds from divestments will

also help strengthen our position.

Finally, we are broadening our shareholder base to match the scale of the company we’re building.

A key milestone was our inclusion in the S&P/ASX 200 Index last month. This has already

generated strong interest from new investors and expanded our reach in Australia.

We’ve always had strong support from retail investors, and we expect that to continue. But as

Infratil grows and our portfolio becomes more global, we expect increased interest from offshore

institutional investors, that will help strengthen and diversify our shareholder base.

Getting the right mix of local and global investors is a priority. Managed thoughtfully, it benefits all

shareholders – bringing broader perspectives on portfolio value, improving liquidity, and making it

easier for investors to adjust their holdings when needed, and at better pricing.

To close, the strategy we outlined in May is well underway. We are:

• Building the next generation of growth platforms.

• Divesting smaller assets, simplifying our portfolio and investing into bigger

opportunities that help drive future shareholder returns at scale.

• Positioning to balance operating cash flows and dividends.


9

• Broadening our investor base to support our future scale.

The portfolio is in good shape. The opportunities ahead are significant. And our disciplined

approach to capital allocation remains as important as ever.

Infratil’s success has always come from a combination of patience, conviction, and action – knowing

when stay the course, and when to move decisively. The steps we’ve taken this year, and those

ahead, are about ensuring we have the right portfolio, the right scale, and the right momentum to

keep delivering for our shareholders.

Thank you for your continued support. I look forward to sharing more at our Investor Day in Sydney

on 18 September. I’ll now hand back to Alison.

Ngā mihi nui.

---

ANNUAL SHAREHOLDERS
MEETING 2025

19 AUGUST 2025

ANNUAL SHAREHOLDERS MEETING
19 AUGUST 2025

Chair’s Address

CHAIR’S ADDRESS

01

Chief Executive’s Update

CHIEF EXECUTIVE’S UPDATE

02

Shareholder questions

S H A R E H O L D E R Q U E ST I O N S

03

R E S O LU T I O N S

04

C LO S E A N D R E F R E S H M E N T S

05

2:30pm at Eden Park, Auckland

2
DISCLAIMER

19 AUGUST 2025

This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (the ‘Company’)

To the maximum extent permitted by law, the Company, its affiliates and each of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents will not be liable

(whether in tort (including negligence) or otherwise) to you or any other person in relation to this presentation.

Information

This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does

not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product

disclosure statement under the Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth).

This presentation should be read in conjunction with the Company’s Annual Report for the period ended 31 March 2025, market releases and other periodic and continuous disclosure announcements,

which are available at www.nzx.com, www.asx.com.au or infratil.com/for-investors/.

Not financial product advice

This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a recommendation to acquire the Company’s securities and has been prepared without taking

into account the objectives, financial situation or needs of prospective investors.

Future Performance

This presentation may contain certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future earnings,

financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies outside of the Company’s control, and the Company gives no representation, warranty

or assurance that actual outcomes or performance will not materially differ from the forward-looking statements.

Non-GAAP Financial Information

This presentation contains certain financial information and measures that are “non-GAAP financial information” under the FMA Guidance Note on disclosing non-GAAP financial information, "non‐IFRS

financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by the Australian Securities and Investments Commission (ASIC) and are not recognised under New

Zealand equivalents to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International Financial Reporting Standards (IFRS). The non-IFRS/GAAP financial

information and financial measures include Proportionate EBITDAF, EBITDAF and EBITDA. The non-IFRS/GAAP financial information and financial measures do not have a standardised meaning prescribed

by the NZ IFRS, AAS or IFRS, should not be viewed in isolation and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or IFRS, and therefore,

may not be comparable to similarly titled measures presented by other entities. Although Infratil believes the non-IFRS/GAAP financial information and financial measures provide useful information to

users in measuring the financial performance and condition of Infratil, you are cautioned not to place undue reliance on any non-IFRS/GAAP financial information or financial measures included in this

presentation.

Proportionate Operational EBITDAF shows Infratil’s operating costs and its share of the EBITDAF of the companies it has invested in, excluding renewable development companies (Gurīn Energy, Galileo,

Mint Renewables). It excludes discontinued operations, acquisition or sale-related transaction costs and management incentive fees. EBITDAF represents consolidated net earnings before interest, tax,

depreciation, amortisation, financial derivative movements, revaluations, and gains or losses on the sales of investments. Further information on how Infratil calculates Proportionate EBITDAF can be found

in the Appendix.

No part of this presentation may be reproduced or provided to any person or used for any other purpose without express permission.

3
ANNUAL SHAREHOLDERS MEETING

ONLINE PARTICIPATION

Chair’s Address
SECTION 1

5
Infratil’s Directors

Alison Gerry

Kirsty MactaggartPaul GoughPeter SpringfordAnne UrlwinJason BoyesAndrew Clark

6
Navigating Beyond the Noise

Chair’s Address

FY2025 showcased portfolio resilience amid global uncertainty

and shifting market conditions

Committed to long-term investment strategy while remaining agile

and transparent in volatile environments

Market challenges included uncertainty around AI demand, US

renewable policy shifts, and a challenging New Zealand economy

These events impacted our largest investments in quick succession

Focused on increased disclosure, active management, and

disciplined execution to protect and grow shareholder value

7
Infratil’s Enduring Strength

Chair’s Address

Share price recovery highlights resilience despite a more

concentrated portfolio

Current asset portfolio is among the strongest in Infratil’s history

Value extends well beyond any single asset

Long-term returns consistently within 11–15% annual target

Strength lies in identifying themes, backing exceptional

management, and acting decisively

8
Key Milestones Achieved

Chair’s Address

Increased CDC stake alongside Future Fund, securing majority

board representation.

Completed Contact Energy and Manawa Energy merger to

enhance strategic positioning

Achieved ASX200 index inclusion, expanding reach to Australian

institutional investors

Announced RetireAustralia sale, launching disciplined divestment

programme for sub-scale assets

All milestones reflect active management, strategic clarity, and

long-term value creation

9
Sharpening Strategic Clarity

Chair’s Address

Introduced “Infratil Way” to codify investment approach and share learnings across portfolio

Enhancing transparency and communication of strategic priorities to shareholders

Increasing collaboration between portfolio companies where synergies add value

Expanding retail and institutional engagement through nationwide roadshows and investor

meetings

Responding to calls for clearer disclosure, valuations, and simpler presentation of business

complexity

10
Board Strength and Succession

Chair’s Address

External review placed Board performance in the 90th percentile of benchmark

Chair succession planning underway, with transition targeted for ASM 2028

Director Peter Springford to retire at ASM 2026

Recruitment in progress for director with complementary skills and overlap period

Continuing disciplined, consistent investment in ‘ideas that matter’ to drive shareholder value

Chief Executive’s Update
SECTION 2

12
Identify and scale our next growth platforms

Chief Executive’s Update

CDC and Longroad now account for around half of Infratil’s value

Both assets have delivered exceptional earnings growth and

remain well-positioned for continued expansion

To maintain balance, we must develop the next generation of

large-scale growth platforms

Gurīn Energy’s Project Vanda could require US$500 million equity

and create over US$500 million in value

We continue to scan for new opportunities to compliment our

existing portfolio

13
Divest businesses unlikely to scale under our ownership and reinvest

Chief Executive’s Update

Committed to optimising capital by divesting assets unable to

scale under Infratil’s ownership

Targeting $1 billion of divestment proceeds over the next two

to three years

Investments should be capable of reaching scale within five years

RetireAustralia sale preserves capital and demonstrates downside

protection in infrastructure investing

Further divestment announcements expected before year-end,

with work well advanced towards our target

14
Balance Infratil’s operating cash flow and dividends

Chief Executive’s Update

Aiming to align operating cash flow with fixed costs and dividend

commitments, supporting dividend sustainability

Currently covering fixed costs but not full dividend from operating

cash flow

Expect balance within 2–3 years as CDC, Longroad, and One NZ

mature

Proceeds from divestments will further strengthen our position

15
Broaden our shareholder base to support future scale

Chief Executive’s Update

Inclusion in S&P/ASX 200 has expanded reach and attracted new Australian investors

Strong and ongoing support from retail investors remains a key feature of our register

Growing portfolio scale is attracting increased interest from offshore institutional investors

Balanced local and global investor mix can enhance liquidity and portfolio valuation

Diverse shareholder base strengthens resilience and supports long-term growth ambitions

16
The strategy we outlined in May is well underway

Chief Executive’s Update

Building the next generation of growth platforms

Divesting assets unable to scale, simplifying our portfolio and investing into larger opportunities

Driving future shareholder returns at scale

Positioning to balance operating cash flows and dividends

Broadening our investor base to support our future scale

Shareholder questions
SECTION 3

Resolutions
SECTION 4

19
Re-election of Alison Gerry

Resolution 1

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.

That Alison Gerry be re-elected as a director of Infratil

ForAgainstDiscretionary

240,849,33114,191,185

6,985,269

91.92%5.42%

2.67%

20
Re-election of Kirsty Mactaggart

Resolution 2

ForAgainstDiscretionary

254,489,581553,443

6,983,273

97.12%0.21%

2.67%

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 re-election of Kirsty.

That Kirsty Mactaggart be re-elected as a director of Infratil

21
Re-election of Andrew Clark

Resolution 3

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 re-election of Andrew.

ForAgainstDiscretionary

254,388,699522,523

7,102,402

97.09%0.20%

2.71%

That Andrew Clark be re-elected as a director of Infratil

22
Payment of FY2024 Incentive Fee by Share Issue (2024 Scrip Option)

Resolution 4

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.

ForAgainstDiscretionary

171,826,83020,828,769

6,427,093

86.31%10.46%

3.23%

23
Payment of FY2025 Incentive Fee by Share Issue (2025 Scrip Option)

Resolution 5

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

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.

ForAgainstDiscretionary

171,796,55620,801,902

6,432,908

86.32%10.45%

3.23%

24
Non-Executive Directors renumeration

Resolution 6

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).

ForAgainstDiscretionary

178,423,44773,940,674

6,311,663

68.98%28.58%

2.44%

25
Auditor’s remuneration

Resolution 7

That the Board be authorised to fix the auditor’s

remuneration.

ForAgainstDiscretionary

254,728,686240,788

7,037,381

97.22%0.09%

2.69%

Close and refreshments
SECTION 5

INVESTING IN IDEAS THAT MATTER

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