Infratil Capital Bond Interest Rate Set

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

5 June 2026

Infratil Capital Bond Interest Rate Set

Infratil Limited (Infratil) earlier today announced that following the successful bookbuild process for its offer
(Offer) of unsecured, subordinated, repayable, cumulative, interest-bearing capital bonds maturing on 15
June 2057 (Capital Bonds) it has allocated $200,000,000 of Capital Bonds (including $50,000,000 of
oversubscriptions).

The Offer has now closed.

Infratil now announces that the initial Interest Rate that will apply until the First Reset Date (15 June 2032)
has been set at 5.50% per annum. This is the Minimum Initial Interest Rate.

Infratil may, at its absolute discretion, defer any payment of interest on the Capital Bonds for up to 5 years.
If any interest payment is deferred, the unpaid interest will remain owing and will itself accrue interest.

The Capital Bonds are expected to be issued on 15 June 2026 and quoted on the NZX Debt Market on 16
June 2026 under the ticker code IFT380.

Details of the Offer are contained in the final terms sheet, which is attached to this announcement.
Further information is available by contacting the Joint Lead Managers or your usual financial adviser.


Arranger and Joint Lead Manager:
Bank of New Zealand

Joint Lead Managers:
Craigs Investment Partners Limited
Forsyth Barr Limited

Enquiries should be directed to:

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

Authorised for release by:

Brendan Kevany
Infratil Company Secretary

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1
Arranger and Joint Lead ManagerJoint Lead Managers
FINAL TERMS SHEET
For an offer of Capital Bonds by Infratil Limited
Dated: 5 June 2026

1
Final Terms Sheet dated 5 June 2026
This Final Terms Sheet (Terms Sheet) sets out the key terms of an offer (Offer) by Infratil Limited (Infratil) of $200
million unsecured, subordinated, repayable, cumulative, interest-bearing capital bonds maturing on 15 June 2057
(Capital Bonds).
This Terms Sheet is a summary only. It should be read together with the product disclosure statement for the offer
of Capital Bonds by Infratil dated 26 May 2026 (PDS). The PDS is available on the Disclose Register maintained
by the Companies Office at www.disclose-register.companiesoffice.govt.nz (offer number OFR15093) or can be
obtained from the Joint Lead Managers, other Primary Market Participants or your usual financial advice provider.
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the meaning given to them
in the PDS.
Investors should carefully consider the features of the Capital Bonds, which are different to the features of the
Infrastructure Bonds previously issued by Infratil and other unsubordinated bonds issued by other issuers. Those
features include the subordinated nature of the Capital Bonds, the potential for Infratil to defer interest payments,
optional early repayment rights for Infratil and limited Events of Default.
Key Dates for the Offer
PDS lodgement Tuesday, 26 May 2026
Opening Date Tuesday, 2 June 2026
Closing Date 11:00am on Friday, 5 June 2026
Rate Set Date Friday, 5 June 2026
Issue Date Monday, 15 June 2026
Expected Date of Initial
Quotation on the NZX
Debt Market
Tuesday, 16 June 2026
Key Dates for the Capital Bonds
Maturity Date 15 June 2057
First Interest Payment
Date
15 September 2026
Interest Payment Dates Interest is scheduled to be paid quarterly in arrear on 15 March, 15 June, 15
September and 15 December of each year during the term of the Capital Bonds
and on the date on which the Capital Bonds are repaid. The first Interest Payment
Date is 15 September 2026.
Reset Dates The First Reset Date is 15 June 2032 and subsequent Reset Dates will occur every
5 years after that date.
Early repayment Infratil may choose to repay all or some of the Capital Bonds early in certain
circumstances.
Infratil may repay all or some of the Capital Bonds:
 on any Reset Date;
 on any date falling in the period of three months prior to the First Reset Date;
 on any Interest Payment Date after a Reset Date if Infratil did not run an
Election Process in respect of the Reset Date or the Election Process in
respect of the Reset Date was unsuccessful; or
 at any time if a Tax Event or Rating Agency Event occurs.
Infratil may choose to repay all (but not some only) of the Capital Bonds at any
time if there are less than 100,000,000 Capital Bonds on issue.

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Key terms of the Capital Bonds
Issuer Infratil Limited.
Description of the debt
securities
Unsecured, subordinated, repayable, cumulative, interest-bearing capital bonds.
Term 31 years, ending on the Maturity Date (15 June 2057) unless repaid earlier.
Ranking In a liquidation of Infratil, each Capital Bond gives the Bondholder the right to
payment of an amount equal to the Principal Amount plus all accrued but unpaid
interest.
The right to payment of this amount will rank:
 behind the claims of all creditors of Infratil (including the claims of holders of
the Infrastructure Bonds, the claims of senior creditors of Infratil Finance who
benefit from a guarantee from Infratil and any amounts owing to
unsubordinated general and trade creditors, as well as indebtedness preferred
by law and secured indebtedness), except for the claims and rights described
below;
 equally with claims of other Bondholders and holders of any other securities
or obligations of Infratil that rank equally with the Capital Bonds; and
 ahead of the rights of Infratil's shareholders and holders of any other securities
or obligations of Infratil that rank behind the Capital Bonds.
In a liquidation of Infratil, it is unlikely that there will be surplus assets available for
the liquidator to pay all amounts owing to Bondholders in respect of the Capital
Bonds.
Infratil is a holding company with investments in various companies. Bondholders
have no claims against, or recourse to the assets of, any of those companies.
Infratil's ability to make payments on the Capital Bonds is dependent on the returns
it receives from its investments.
In a liquidation of the Infratil Group, creditors of Infratil's subsidiaries (including
creditors of Infratil Finance and the companies that Infratil has invested in) would
have to be paid out in full before the distribution of any residual assets to Infratil's
liquidator claiming as the ultimate shareholder of the companies. Only these
residual assets would be available to Infratil's liquidator and, therefore, Infratil's
creditors, including Bondholders.
Even if there are residual assets of those companies available to be distributed to
Infratil's liquidator, because the Capital Bonds are subordinated, Bondholders
would only be entitled to payment after creditors of Infratil ranking in priority to the
Capital Bonds have been repaid in full.
Infratil is also subject to other restrictions in its bank loan facilities that limit the
value of cash and other assets it may hold (other than shares and other securities
held in, or loans to, Infratil's subsidiaries).
Purpose The proceeds of the Offer will be used for the general corporate purposes of the
Infratil Group. All of the proceeds of the Offer will be lent by Infratil to Infratil
Finance. Infratil Finance acts as the intra-group funding vehicle for the Infratil
Group.
No guarantee The Capital Bonds are not guaranteed by any member of the Infratil Group or any
other person.
Further indebtedness Infratil may incur further liabilities without the consent of Bondholders. This means
Infratil may, at any time, incur further liabilities that rank equally with, or in priority
to, the Capital Bonds.

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Credit ratings Infratil issuer credit
rating
Capital Bonds issue
credit rating
S&P Global Ratings BBB+ BBB-
S&P Global Ratings' issue credit rating for the Capital Bonds is two notches below
S&P Global Ratings' issuer credit rating for Infratil to reflect the Capital Bonds'
subordination and the potential for interest payments to be deferred.
A credit rating is an independent opinion of the capability and willingness of an
entity to repay its debts (in other words, its creditworthiness). It is not a guarantee
that the financial product being offered is a safe investment. A credit rating should
be considered alongside all other relevant information when making an investment
decision.
A credit rating is not a recommendation by a rating agency to buy, sell or hold the
Capital Bonds. The above credit ratings are current as at the date of this Terms
Sheet and may be subject to suspension, revision or withdrawal at any time by S&P
Global Ratings.
Issue amount NZ$200 million of Capital Bonds.
Issue Price and Principal
Amount
NZ$1.00 per Capital Bond.
Maturity Date 15 June 2057
Reset Dates The First Reset Date is 15 June 2032 and subsequent Reset Dates will occur every
5 years after that date.
Interest Rate The Interest Rate will be fixed for an initial period of 6 years, after which it will be
reset on each Reset Date.
Interest Rate until the First Reset Date
5.50% per annum.
The Interest Rate from the Issue Date until the First Reset Date (15 June 2032)
has been set as the greater of:
 the sum of the Initial Swap Rate (a reference rate for a 6 year period) on the
Rate Set Date (5 June 2026) plus the Margin; and
 the Minimum Initial Interest Rate.
The Initial Swap Rate on the Rate Set Date was 3.89% per annum. The Margin
was set by Infratil following the Bookbuild on the Rate Set Date at 1.60% per
annum.
Accordingly, the Minimum Initial Interest Rate applies to the Capital Bonds as the
Interest Rate until the First Reset Date.
Interest Rate following the First Reset Date
The Interest Rate will reset on each Reset Date to be a fixed rate equal to the sum
of the 5 Year Swap Rate on the Reset Date plus the Margin plus the Step-up
Margin.
When the Interest Rate is reset, the new Interest Rate will be announced by Infratil
via NZX on or about the date it is reset.
Minimum Initial Interest
Rate
5.50% per annum.
The Minimum Initial Interest Rate only applies to the determination of the initial
Interest Rate from the Issue Date until the First Reset Date (15 June 2032).
It does not apply to the determination of the Interest Rate when it is reset on any
Reset Date.
Margin 1.60% per annum.
Step-up Margin 0.25% per annum.

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Initial Swap Rate The mid-market rate for a New Zealand Dollar interest rate swap of a term matching
the period from the Issue Date to the First Reset Date (15 June 2032) as
determined by Infratil, in consultation with the Arranger, on the Rate Set Date in
accordance with market convention with reference to Bloomberg page 'ICNZ2' (or
any successor page) expressed as a percentage rate per annum on a quarterly
basis (rounded to two decimal places, if necessary, with 0.005 rounded up).
5 Year Swap Rate Either:
 the mid-market rate for a New Zealand Dollar interest rate swap for a 5-year
term commencing on the relevant Reset Date determined by Infratil at
11:00am on a Reset Date in accordance with market convention with
reference to the Bloomberg page 'ICNZ2' (or its successor page); or
 if the rate is unable to be determined in that manner, the average of the bid
and offered swap rates quoted to Infratil by three registered banks (or such
one or more of them as are quoting) at or about 11:00am on a Reset Date for
an interest rate swap with a term equal to 5 years,
in each case, expressed as a percentage rate per annum on a quarterly basis
(rounded to two decimal places, if necessary, with 0.005 rounded up).
Interest Payment Dates Interest is scheduled to be paid quarterly in arrear on 15 March, 15 June, 15
September and 15 December of each year during the term of the Capital Bonds
and on the date on which the Capital Bonds are repaid.
The first Interest Payment Date is 15 September 2026.
Interest will be paid to the Holder of the Capital Bond on the Record Date for each
Interest Payment Date.
Calculation of interest
payments
Infratil will pay interest in arrear in equal amounts on each Interest Payment Date.
If the Capital Bonds are repaid on a day that is not a scheduled Interest Payment
Date, the interest payable on the date of repayment will be calculated on the basis
of the number of days from (and including) the previous Interest Payment Date to
(but excluding) the date of repayment.
Discretionary deferral of
interest
Infratil may, in its absolute discretion, defer any payment of interest on the Capital
Bonds for up to 5 years.
If any interest payment is deferred, the unpaid interest will remain owing and will
itself accrue interest.
Infratil's right to defer interest does not apply to interest that is due to be paid on
the Maturity Date or on any other date on which Infratil has elected to repay Capital
Bonds early.
Deferral of interest is not an Event of Default.
See section 5.2 (Interest) of the PDS for more information.
Distribution Stopper While any unpaid interest is outstanding, Infratil must not (unless approved by an
Extraordinary Resolution of Bondholders):
 pay any dividend on, or make any other distribution in respect of, any of its
ordinary shares or other securities or obligations that rank, in liquidation,
behind the Capital Bonds;
 acquire, redeem or repay any of its ordinary shares or other securities or
obligations that rank, in liquidation, behind the Capital Bonds; or
 provide financial assistance for the acquisition of any of its ordinary shares or
other securities or obligations that rank, in liquidation, behind the Capital
Bonds.
See section 5.2 (Interest) of the PDS for more information.
Mandatory repayment Infratil must repay all the Capital Bonds on the Maturity Date.
If an Event of Default occurs, Infratil must repay all the Capital Bonds on the
Business Day following the Event of Default.

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Events of Default The Capital Bonds have very limited Events of Default.
An Event of Default will occur if:
 Infratil fails to pay any deferred interest (plus all accrued but unpaid interest on
the deferred interest) by the fifth anniversary of its original deferral;
 Infratil fails to comply with the Distribution Stopper;
 Infratil fails to pay any amount required to be paid on the repayment of the
Capital Bonds;
 Infratil fails to pay any amount required to be paid to purchase Capital Bonds
in connection with a successful Election Process;
 an insolvency event occurs in respect of Infratil (for example, a liquidator,
receiver or statutory manager is appointed in respect of Infratil);
 Infratil ceases to carry on all or substantially all of its business or operations;
or
 any Capital Bond ceases to be enforceable.
Early repayment Infratil may choose to repay all or some of the Capital Bonds early in certain
circumstances.
Infratil may repay all or some of the Capital Bonds:
 on any Reset Date;
 on any date falling in the period of three months prior to the First Reset Date;
 on any Interest Payment Date after a Reset Date if Infratil did not run an
Election Process in respect of the Reset Date or the Election Process in
respect of the Reset Date was unsuccessful; or
 at any time if a Tax Event or Rating Agency Event occurs.
Infratil may choose to repay all (but not some only) of the Capital Bonds at any time
if there are less than 100,000,000 Capital Bonds on issue.
If Infratil chooses to repay some but not all of the Capital Bonds early, at least
100,000,000 Capital Bonds must remain outstanding after the partial repayment.
For a partial repayment, Infratil will endeavour to treat all Bondholders on a
proportionate basis but may include adjustments to take account of the effect on
minimum holdings and other logistical considerations.
Bondholders have no right to require that their Capital Bonds be repaid early unless
an Event of Default has occurred.
See section 5.3 (Repayment) of the PDS for more information.
Tax Event A Tax Event will occur if Infratil receives an opinion from a reputable legal counsel
or tax adviser that there has been, or will be, a change or clarification in, or change
in the application, interpretation or administration of, any law, regulation, ruling or
directive, as a result of which the interest payments on the Capital Bonds would no
longer be fully deductible for tax purposes.
Rating Agency Event A Rating Agency Event will occur if:
 Infratil receives notice from a Rating Agency that, as a result of a change in
criteria, the Capital Bonds will no longer have the same equity content
classification from that Rating Agency as they had immediately prior to the
change in criteria; or
 Infratil ceases to hold an issuer credit rating from at least one Rating Agency.
Equity content S&P Global Ratings has assigned an "intermediate" equity content to the Capital
Bonds. Where such equity content is assigned, S&P Global Ratings will consider
that the Capital Bonds comprise 50% equity when calculating Infratil's financial
ratios.
The equity content is expected to fall to 0% from 15 June 2037.

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Capital structure Infratil believes that hybrid securities such as the Capital Bonds that are assigned
an equity content are an effective capital management tool. Infratil intends to
maintain such instruments as a key feature of its capital structure going forward.
Rating Agency S&P Global Ratings (or its successors) or such other approved rating agency
(within the meaning of the Financial Markets Conduct Act 2013) appointed by
Infratil from time to time.
Election Process Infratil may run an Election Process in respect of each Reset Date.
Under an Election Process, Infratil may propose new conditions to apply to the
Capital Bonds from a Reset Date.
If this occurs, Bondholders may elect to accept or reject the new conditions in
respect of all or some of their Capital Bonds.
Infratil will determine, in its absolute discretion, whether the Election Process has
been successful.
In the case of a successful Election Process, the new conditions will apply to the
Capital Bonds from the Reset Date and Infratil will purchase any Capital Bonds in
respect of which Bondholders rejected the new conditions on the Reset Date.
In the case of an unsuccessful Election Process, the existing conditions will
continue to apply to the Capital Bonds and the Capital Bonds will remain
outstanding.
Only New Zealand Holders will be entitled to participate in an Election Process.
Infratil may repay Capital Bonds held by non-New Zealand Holders on the relevant
Reset Date.
Repayment price If the Capital Bonds are repaid:
 on the Maturity Date;
 following an Event of Default;
 on a Reset Date or on any date falling in the period of three months prior to
the First Reset Date;
 at any time if a Tax Event occurs; or
 if there are less than 100,000,000 Capital Bonds on issue,
or purchased by Infratil following a successful Election Process, Bondholders will
receive an amount equal to the Principal Amount (NZ$1.00) plus all accrued but
unpaid interest for each Capital Bond repaid or purchased.
If the Capital Bonds are repaid:
 on any Interest Payment Date after a Reset Date if Infratil did not run an
Election Process in respect of the Reset Date or the Election Process in
respect of the Reset Date was unsuccessful; or
 at any time if a Rating Agency Event occurs,
Bondholders will receive an amount equal to the greater of:
 the Principal Amount plus all accrued but unpaid interest; or
 the market value of the Capital Bond (as determined in accordance with the
Trust Deed),
for each Capital Bond repaid.
Minimum subscription
amount
NZ$5,000 and in multiples of NZ$1,000 after that.
Transfer restrictions Bondholders are entitled to sell or transfer their Capital Bonds at any time subject
to the terms of the Trust Deed, the selling restrictions set out in section 9 of the
PDS and applicable financial markets laws and regulations. Infratil or the Registrar
may decline to register a transfer of Capital Bonds in accordance with the Trust
Deed. The minimum amount of Capital Bonds a Bondholder can transfer is
NZ$1,000. No transfer will be registered if the transfer would result in the transferor
or the transferee holding or continuing to hold less than 5,000 Capital Bonds (other
than zero).

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NZX Debt Market
Quotation
Infratil will take all steps necessary to ensure that the Capital Bonds are quoted on
the NZX Debt Market.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market,
under the Financial Markets Conduct Act 2013.
NZX Debt Market Ticker
Code
IFT380
ISIN NZIFTD0380L2
Record Date The Record Date is, in the case of:
 payments of interest, close of business on the date which is 10 calendar days
before the Interest Payment Date on which the interest is paid (or such other
date as may be prescribed by NZX);
 payments of any other amount, close of business on a date determined by
Infratil and notified to NZX (or such other date as may be prescribed by NZX);
and
 an Election Process, close of business on the date which is two Business Days
prior to when the relevant Election Notice is sent.
For payments of interest, if the Record Date is not a Business Day, the Record
Date will be the immediately preceding Business Day.
Business Day A Business Day is:
 for the purposes of giving notices, a day which is a business day within the
meaning of the NZX Listing Rules; and
 for all other purposes, a day (other than a Saturday or Sunday) on which
registered banks are generally open for business in New Zealand.
If a payment date is not a Business Day, Infratil will make payment on the next
Business Day, but no adjustment will be made to the amount payable.
Supervisor Trustees Executors Limited.
Registrar and Paying
Agent
MUFG Pension & Market Services (NZ) Limited.
How to apply The Offer has now closed.
Brokerage Infratil will pay a firm brokerage fee comprised of a retail brokerage fee of 0.50%
and a firm allocation fee of 0.50%. Such amounts will be paid to the Arranger who
will distribute as appropriate to the Joint Lead Managers, other Primary Market
Participants and approved financial intermediaries.
Governing law New Zealand.
No underwriting The Offer is not underwritten.

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Selling Restrictions The PDS only constitutes an offer of Capital Bonds to investors in New Zealand
and does not constitute an offer of Capital Bonds in any jurisdiction other than New
Zealand.
Infratil has not taken and will not take any action which would permit a public or
regulated offering of Capital Bonds, or possession or distribution of any offering
material in respect of the Capital Bonds, in any country or jurisdiction other than
New Zealand.
The Capital Bonds may only be offered for sale or sold in compliance with all
applicable laws and regulations in any country or jurisdiction in which they are
offered, sold or delivered.
The PDS, this Terms Sheet and any other offering material in respect of the Capital
Bonds may only be published, delivered or distributed in compliance with all
applicable laws and regulations (including those of the country or jurisdiction in
which the material is published, delivered or distributed).
By subscribing for Capital Bonds, you agree to comply with the Selling Restrictions
and to indemnify Infratil, the Supervisor, the Registrar, the Arranger and each Joint
Lead Manager (and their respective directors, officers, employees, agents and
advisers) in respect of any loss, cost, liability or expense sustained or incurred as
a result of you breaching the Selling Restrictions.
Non-reliance This Terms Sheet does not constitute a recommendation by the Supervisor,
Arranger, the Joint Lead Managers, or any of their respective directors, officers,
employees, agents or advisers to subscribe for, or purchase, any of the Capital
Bonds.
The Supervisor, Arranger and the Joint Lead Managers have not independently
verified the information contained in this Terms Sheet. In accepting delivery of this
Terms Sheet, you acknowledge that none of the Supervisor, the Arranger, the Joint
Lead Managers nor their respective directors, officers, employees, agents or
advisers gives any warranty or representation of accuracy or reliability and they
take no responsibility for it.
Other Information
The terms and conditions of the Capital Bonds are set out in the Trust Deed. Bondholders are bound by, and
deemed to have notice of, and acknowledge and agree to the terms of, the Trust Deed. You can obtain a copy of
the Trust Deed from the Disclose Register at www.disclose-register.companiesoffice.govt.nz (offer number
OFR15093).

Before making any investment decision, it is important that you consider the suitability of an investment in the
Capital Bonds in light of your individual risk profile for investments, investment objectives and personal
circumstances (including financial and tax issues). You can seek advice from a financial advice provider to help
you make an investment decision.

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Directory
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone: 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland 1010
Telephone: 0800 878 783
Registrar
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Telephone: 09 375 5998
Arranger and Joint Lead Manager
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone: 09 924 9602
Joint Lead Managers
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 272 442
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227