Infratil : Final Terms Sheet

7.5 Year Fixed Rate Bond Maturing 15 March 2031

Final Terms Sheet

For the offer of Infrastructure Bonds

Arranger and Joint Lead Manager

Joint Lead Managers

Final Terms Sheet

Dated 13 September 2023

This Final Terms Sheet ("Terms Sheet") sets out the key terms of the offer ("Offer") by

Infratil Limited ("Infratil") of fixed rate bonds maturing on 15 March 2031 ("Infrastructure

Bonds").

The Infrastructure Bonds will be issued

under the programme trust deed dated

11 November 1999 (as amended or amended and restated from time to time) between Infratil and Trustees Executors Limited as

supplemented by a series supplement dated 28 August 2023 (together, "Trust Deed").

Unless the context requires otherwise,

capitalised terms used in this Terms Sheet

have the same meaning given to them in the

Trust Deed. This Terms Sheet is an "Issue

Flyer" for the purposes of the Trust Deed.

Important Notice

The Offer by Infratil is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013

("FMCA").

The Offer contained in this Terms Sheet is an offer of Infrastructure Bonds that have identical rights, privileges, limitations and conditions (except for the interest rate and

maturity date) as:

• Infratil's fixed rate bonds maturing on 15 September 2023, which have an interest rate of 5.25% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT210;
• Infratil's fixed rate bonds maturing on
  15 June 2024, which have an interest rate of 5.50% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on
  15 December 2024, which have an interest rate of 4.75% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT260;

• Infratil's fixed rate bonds maturing on 15	Accordingly, the Infrastructure Bonds are the
June 2025, which have an interest rate of	same class as the Quoted Bonds for the
6.15% per annum and which are currently	purposes of the FMCA and the Financial
quoted on the NZX Debt Market under the	Markets Conduct Regulations 2014.
ticker code IFT250;	Infratil is subject to a disclosure obligation
• Infratil's fixed rate bonds maturing on	that requires it to notify certain material
15 March 2026, which have an interest	information to NZX Limited ("NZX") for the
rate of 3.35% per annum and which	purpose of that information being made
are currently quoted on the NZX Debt	available to participants in the market and
Market under the ticker code IFT300;	that information can be found by visiting
• Infratil's fixed rate bonds maturing on	www.nzx.com/companies/IFT.
15 December 2026, which have an	The Quoted Bonds are the only debt
interest rate of 3.35% per annum and	securities of Infratil that are currently quoted
which are currently quoted on the NZX	and in the same class as the Infrastructure
Debt Market under the ticker code IFT280;	Bonds that are being offered. The Quoted
• Infratil's fixed rate bonds maturing on	Bonds with ticker code IFT330 have been
quoted on the NZX Debt Market for less than
15 December 2027, which have an interest
3 months.
rate of 3.60% per annum and which are
currently quoted on the NZX Debt Market	Investors should look to the market price of
under the ticker code IFT310;	the Quoted Bonds referred to above to find
• Infratil's bonds maturing on 15 December	out how the market assesses the returns and
risk premium for those bonds.
2028, which have a current interest rate of
4.85% per annum (rate reset after five years
on 15 December 2023) and which are
currently quoted on the NZX Debt Market
under the ticker code IFT270;
• Infratil's fixed rate bonds maturing on
31 July 2029, which have an interest rate of
6.90% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT330;
• Infratil's bonds maturing on 15 December
2029, which have a current interest rate of
7.89% per annum (further rate reset on 15
December 2023 and annually thereafter)
and which are currently quoted on the NZX
Debt Market under the ticker code IFTHC;
and
• Infratil's fixed rate bonds maturing on
15 June 2030, which have a current interest
rate of 5.93% per annum (rate reset on 15
June 2026) and which are currently quoted
on the NZX Debt Market under the ticker
code IFT320,
(together the "Quoted Bonds").

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Key Terms of the Infrastructure Bonds

Issuer:

Description:

Issue Amount:

Firm Offer and Exchange Offer:

Use of Proceeds:

Terms Particular to the Firm Offer

Firm Offer Issue Amount:

Firm Offer Applications:

Firm Offer Opening Date:

Firm Offer Closing Date:

Terms Particular to the Exchange Offer

Exchange Offer Issue Amount:

Exchange Offer Applications:

Exchange Offer Opening Date:

Exchange Offer Closing Date:

Infratil Limited.

Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued pursuant to the Trust Deed.

$127,248,000

The Offer consists of two separate parts.

Under the first part ("Firm Offer"), Infratil is offering Infrastructure Bonds to New Zealand clients of the Joint Lead Managers, approved financial intermediaries and other primary market participants invited to participate in the bookbuild.

Under the second part ("Exchange Offer"), Infratil is offering New Zealand resident holders of its IFT210 fixed rate bonds maturing on 15 September 2023 ("2023 Bonds") the opportunity to exchange all or some of their 2023 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will receive one new Infrastructure Bond for each 2023 Bond exchanged under the Exchange Offer. Once you submit a completed application for the Exchange Offer you will no longer be able to sell or otherwise transfer your 2023 Bonds designated in that application.

There is no public pool for Infrastructure Bonds under the Offer.

See "How to Apply" on page 8.

Infratil intends to use the net proceeds of the Offer for general corporate purposes, including to refinance the 2023 Bonds and to repay a portion of Infratil's existing bank debt bridge facilities put in place to fund the acquisition of One New Zealand.

The Firm Offer issue amount has been set at $75,000,000 of Infrastructure Bonds.

The Firm Offer has now closed. The Firm Offer was open to all New Zealand resident investors, but only if the investor receives a firm allocation from a Joint Lead Manager, approved financial intermediary or other primary market participant invited to participate in the bookbuild.

28 August 2023.

11.00am, 1 September 2023.

The Exchange Offer issue amount has been set at $52,248,000 of Infrastructure Bonds.

The Exchange Offer was available to New Zealand resident holders of the 2023 Bonds. Infratil will issue one Infrastructure Bond for each 2023 Bond exchanged.

4 September 2023.

5.00pm, 13 September 2023.

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Key Terms of the

Infrastructure Bonds

Terms Common to the Firm Offer and the Exchange Offer

Firm Offer and Exchange Offer Issue

Amount:

Rate Set Date:

Issue Date:

Expected Date of Initial Quotation on the NZX Debt Market:

Maturity Date:

Interest Rate:

The sum of the Firm Offer Issue Amount and the Exchange Offer Issue Amount has been set at $127,248,000 of Infrastructure Bonds.

1 September 2023.

15 September 2023.

18 September 2023.

15 March 2031.

7.08% per annum.

The Interest Rate has been set as the greater of:

1. the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
2. the Minimum Interest Rate.

The Issue Margin was set by Infratil in consultation with the Joint Lead Managers (identified below) at 2.40% per annum. The Base Rate on the Rate Set Date was 4.68% per annum. Accordingly, the sum of the Issue Margin and the Base Rate on the Rate Set Date (being 7.08% per annum) applies to the Infrastructure Bonds as the Interest Rate.

Minimum Interest Rate:

Issue Margin:

Base Rate:

Interest Payment Dates:

Interest Payments:

7.05% per annum.

2.40% per annum.

The mid-market rate for a New Zealand dollar interest rate swap of a term matching the period from the Issue Date to the Maturity Date as determined by Infratil in consultation

with the Arranger (identified below) on the Rate Set Date in accordance with market convention with reference to Bloomberg page ICNZ4 (or any successor page), in each case expressed on a quarterly basis (and rounded to 2 decimal places, if necessary, with 0.005 being rounded up).

15 March, 15 June, 15 September and 15 December of each year until and including the Maturity Date (commencing on 15 September 2023). Although the first Interest Payment Date is 15 September 2023, because that is the same date as the Issue Date, no interest

will have accrued and no interest will be payable on that date. The first date on which interest will be paid on the Infrastructure Bonds is 15 December 2023.

Other than for the first Interest Payment Date (on which no interest will be paid), Infratil will pay interest in arrear in equal amounts on each Interest Payment Date.

In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment Date (see "Right to Redeem Early" and "Early Redemption Events" on page 6), the amount of interest that will be payable to you will be adjusted to reflect the number of days in the interest period in which the interest accrued.

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