Infratil : Retail Offer Booklet

13 June 2023

Retail Offer Document

This is an important document. You should read the whole document before deciding whether to subscribe for shares in Infratil Limited. If you have any doubts as to what you should do, you should consult your financial advisor.

Not for distribution or release in the United States

Key Information

Eligibility

Transferability Equal participation

Application amount

Issue Price of Shares

How to apply

Receiving your Shares Offer size and scaling

You may participate in this Retail Share Offer ("Retail Offer") if you are a shareholder of Infratil Limited ("Infratil") as at 7.00pm New Zealand time / 5.00pm Sydney time on Tuesday 6 June with a registered address in New Zealand or Australia. You may not participate if you are outside New Zealand or Australia. Similarly, if you hold Shares on behalf of a person who resides outside New Zealand or Australia, you may not participate in respect of that person. For the avoidance of doubt, a person in the United States is not eligible to participate in the Retail Offer, and a person who holds Shares on behalf of a person in the United States is not eligible to participate in the Retail Offer in respect of that person.

The offer made under this Retail Offer is personal to you. It cannot be transferred to another person.

Each Eligible Shareholder has the right to apply for the maximum amount of Shares applicable in the jurisdiction in which that Eligible Shareholder resides on the same terms and conditions as each other Eligible Shareholder in that jurisdiction.

If you wish to participate in this Retail Offer, you apply for a dollar amount of Shares, not for a certain number of Shares. Eligible Shareholders can apply for Shares up to a maximum amount of NZ$80,000 (for New Zealand Eligible Shareholders) and A$45,000 (for Australian Eligible Shareholders. The Shares will be issued pursuant to NZX Listing Rule 4.3.1 (Share Purchase Plan) in respect of the first NZ$15,000 (or A$13,500) of new Shares offered and NZX Listing Rule 4.5.1 (15% Placement) in respect of up to the additional NZ$65,000 or A$31,500, as applicable, of new Shares offered.

The Shares will be issued at the lower of the price paid by investors in Infratil's recent Placement, being NZ$9.20 per Share, and a 2.5% discount to the five day volume weighted average price of Infratil shares traded on NZX during the five NZX trading days up to, and including, the Closing Date. If you are a shareholder listed on Infratil's Australian sub register, the issue price will be determined by reference to the NZ$:A$ exchange rate published by the New Zealand Reserve Bank on its website at 3.00pm New Zealand time on the Closing Date.

We encourage you to apply online at www.infratilshareoffer.com.

Alternatively, you can request, complete and return a hard copy Application Form. You should read the instructions on the Application Form carefully.

If you are a Custodian, you also need to complete and return a Custodian Certificate. To determine whether you are a Custodian, and how to obtain a Custodian Certificate, refer to clause 4 of the Terms and Conditions. You need to return your completed Application Form (and, if applicable, a Custodian Certificate) to the address on the Application Form. Applications must be received by 5.00pm New Zealand time / 3.00pm Sydney time on Tuesday 27 June 2023 to be accepted (see clause 5 of the Terms and Conditions for more information about applications).

You will receive your Shares on or about Tuesday 4 July 2023, unless the Closing Date is extended.

Infratil is seeking to raise up to NZ$100 million under this Retail Offer, with the ability for Infratil to accept oversubscriptions at its discretion. Infratil may scale back the number of Shares to be allotted under this Retail Offer to each Applicant at its discretion, but will have regard to each Eligible Shareholders' holding of Shares at the relevant Record Date when determining how to apply this discretion (see the "Questions and Answers" section and clause 3 of the Terms and Conditions for more information about scaling). In addition, your participation may be restricted if you already invested via the Placement announced on 7 June 2023.

Defined words and expressions used in this document are capitalised - see Glossary for their definition.

1

Contents

Contents

Important information	3
Letter from the Chair	4
Questions and answers	6
Terms and conditions	9
Glossary	14
Directory	15

Key Dates*

Date

Tuesday 6 June 2023

Tuesday 13 June 2023

Tuesday 27 June 2023

Friday 30 June 2023

Monday 3 July 2023

Tuesday 4 July 2023

Tuesday 4 July 2023

Tuesday 4 July 2023

Tuesday 4 July 2023

Wednesday 5 July 2023

Event

Record Date

Offer Opening Date

Offer Closing Date

Announce results of Offer ASX Settlement Date NZX Settlement Date Allotment Date Commencement of trading on NZX Dispatch Date

Commencement of trading on ASX

Summary

The date on which Eligible Shareholders are determined. Retail Offer opens for applications.

The Retail Offer closes at 5.00pm New Zealand time / 3.00pm Sydney time, unless extended. Online applications or Application Forms returned by mail, and payment must be received by the Share Registrar by this time.

Announcement to be made on the NZX and ASX. Settlement on the ASX.

Settlement on the NZX.

Shares allotted on the NZX and ASX.

Trading is expected to commence on the NZX.

Transaction confirmation dispatched to participating shareholders.

Trading is expected to commence on the ASX.

* Infratil reserves the right to alter the key dates (subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws).

2

Important Information

General information

This document has been prepared by Infratil in connection with an offer of new ordinary Shares up to a maximum of:

• NZ$80,000 (for each New Zealand Eligible Shareholder or per beneficial owner, in the case of holdings held by Custodians) pursuant to NZX Listing Rule 4.3.1 (Share Purchase Plan) in respect of the first NZ$15,000 of new Shares offered and NZX Listing Rule 4.5.1 (15% Placement) in respect of the additional NZ$65,000 of new Shares offered; and
• A$45,000 (for each Australian Eligible Shareholder or per beneficial owner, in the case of holdings held by Custodians) pursuant to NZX Listing Rule 4.3.1 (Share Purchase Plan) in respect of the first A$13,500 of new Shares offered and NZX Listing Rule 4.5.1 (15% Placement) in respect of the additional A$31,500 of new Shares offered, ("Retail Offer").

In New Zealand, the Retail Offer is made to Eligible Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013. In Australia, the Retail Offer is made to Eligible Shareholders in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by the ASIC Instrument 23-0443 ("ASIC Instrument").

This document is not a product disclosure statement or prospectus or other disclosure document and does not contain all of the information which may be required in order to make an informed investment decision about the Retail Offer or Infratil.

Additional information

Infratil is subject to continuous disclosure obligations under the NZX Listing Rules. Market releases by Infratil, including its most recent financial statements, are available at www.nzx.com and www.asx.com.au under code "IFT".

Infratil may, during the Retail Offer, make additional releases to NZX and ASX. No release by Infratil to NZX or ASX will permit an applicant to withdraw any previously submitted application without Infratil's consent, whether or not there has been any permissible variation of the Retail Offer.

The market price for the Shares may change between the date this Retail Offer opens, the date you apply for Shares under the Retail Offer, and the date on which the Shares are allotted to you. Accordingly, the Issue Price for Shares under the Retail Offer may be higher or lower than the price at which Shares are trading on the NZX Main Board or the ASX at the time shares are issued under the Retail Offer. The market price of new Shares following allotment may be higher or lower than the Issue Price.

Offering restrictions

This document is intended for use only in connection with the Retail Offer to Eligible Shareholders in New Zealand and Australia. This document does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such offer or invitation. No action has been taken to permit a public offering of the Shares in any jurisdiction outside New Zealand and Australia. The distribution of this document (including an electronic version) in a jurisdiction outside New Zealand and Australia may be restricted by law and persons who come into possession of it (including nominees, trustees or Custodians) should seek advice on and observe any such restrictions.

No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in possession of, or distribute to any other person, any offering material or any documents in connection with the Shares, in any jurisdiction other than in compliance with all applicable laws and regulations. Without limiting the foregoing, this document may not be sent to or distributed in the United States.

This document and any accompanying announcements does not constitute an offer to sell, or the solicitation of an offer to buy, any Shares in the United States. The Shares to be offered and sold under the Retail Offer have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

Changes to the offer

Subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws, Infratil reserves the right to alter the dates set out in this document. Infratil reserves the right to withdraw the Retail Offer and the issue of new Shares at any time before the Allotment Date at its absolute discretion.

No guarantee

No person named in this document (nor any other person) guarantees the Shares to be issued pursuant to the Retail Offer or warrants the future performance of Infratil or any return on any investment made pursuant to this document.

Decision to participate in the retail offer

The information in this document does not constitute a recommendation to acquire Shares or financial product advice. This document has been prepared without taking into account the investment objectives, financial, or taxation situation or particular needs of any Applicant or investor.

Privacy

Any personal information you provide online or on the Application Form will be held by Infratil and/or the Share Registrar at the address set out in the Directory. This information will be used for the purposes of administering your investment in Infratil. This information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 2020 (NZ) or the Privacy Act 1988 (Cth) (as applicable), you have the right to access and correct any personal information held about you.

Enquiries

For enquiries about the Retail Offer, please contact Infratil's Share Registrar (refer to page 15 for contact details).

Defined terms

Capitalised terms used in this document have the specific meaning given to them in the Glossary at the back of this document. Words importing the plural include the singular and vice versa.

3

Letter from the Chair

Dear Fellow Shareholder,

On behalf of the Infratil Board of Directors, it is my pleasure to offer Eligible Shareholders the opportunity to subscribe for new ordinary shares in Infratil through this Retail Offer. This opportunity gives all Eligible Shareholders the chance to purchase up to NZ$80,000 / A$45,000 of new Infratil shares without incurring brokerage or other transaction costs. Eligible Shareholders are all persons who were recorded in Infratil's share register as being a holder of Infratil shares and having an address in New Zealand or Australia as at 7.00pm New Zealand time / 5.00pm Sydney time on 6 June 2023.

Purpose of the offer

The Retail Offer is part of the equity raise we announced on 7 June 2023. The equity raise comprises a NZ$750 million underwritten1 placement of shares, and a Retail Offer of NZ$100 million (with the ability to accept oversubscriptions at Infratil's discretion). The Placement was completed on 8 June 2023 and successfully raised NZ$750 million.

The proceeds of the offer will be used to partially fund Infratil's acquisition of an additional 49.95% of One NZ for $1.8 billion, increasing Infratil's ownership of One NZ to 99.9%. Further investment in One NZ is strategically and financially compelling for Infratil shareholders. One NZ is a high quality asset we know well. Since our acquisition of a stake in One NZ in 2019 we have transformed One NZ into a high performing digital services and connectivity company which is "winning where it matters". One NZ today holds a leading market position in both mobile and fixed broadband and is delivering growth across multiple segments. The business has strong momentum from the recent rebrand and it is the right time for us to invest further. Increasing New Zealand ownership of One NZ under Infratil provides One NZ enhanced flexibility and a renewed focus on long term value creation to support One NZ's continued success.

Further One NZ investment increases our portfolio weighting to digital infrastructure and connectivity, in line with our strategic focus on 'ideas that matter', and strengthens Infratil's cash generative core to support Infratil's development platforms. Infratil now holds a global portfolio of investments in digital infrastructure and connectivity, renewables, healthcare and airports, with a pipeline of exciting further investment opportunities.

How you can participate in the Offer

The Retail Offer will provide an opportunity for Eligible Shareholders to increase the number of shares they hold in Infratil and to take advantage of the discount at which the new shares will be issued under the Retail Offer, relative to the trading price prior to the announcement of the Equity Raising.

Participation in the Retail Offer is optional and is structured to enable non-institutional shareholders to maintain their relative shareholdings if they desire to participate, allowing the vast majority of shareholders to apply for their equivalent pro-rata amount if they wish.

The Retail Offer will enable all Eligible Shareholders in New Zealand and Australia to participate in the equity raising and acquire new shares in Infratil at the same price or lower than the Placement. The price per share under the Retail Offer will be the lower of:

• NZ$9.20, being the price new Shares were issued in the Placement; or
• a 2.5% discount to the five day volume weighted average price of Infratil shares traded on the NZX during the five trading days up to, and including, the Closing Date.

Each Eligible Shareholder may elect to subscribe for up to NZ$80,000 / A$45,000, although the amount received may be subject to scaling. Australian Eligible Shareholders are entitled to apply for a lower amount than New Zealand Eligible Shareholders because Australian legal rules limited Infratil's ability to offer Shares to Australian investors. Infratil sought specific ASIC permission to allow the normal cap of A$30,000 for Australian investors to be extended to match New Zealand investors, and ASIC was prepared to grant some but not all of that request. Infratil may scale back the number of Shares to be allotted under this Retail Offer to each Applicant at its discretion, but will have regard to each Eligible Shareholders' holding of Shares at the relevant Record Date when determining how to apply this discretion. The process for scaling is explained further in the "Questions and Answers" section and clause 3 of the Terms and Conditions.

Please note that if the Retail Offer is oversubscribed, applications may be scaled back. Infratil expects to apply scaling so that, as far as is practicable, shareholders who apply for a number of Shares that will allow them to maintain their proportionate ownership in Infratil will receive those Shares (subject to the overall size of the Retail Offer and regulatory restrictions on the number of Shares that can be offered to Australian Eligible Shareholders). Please also note that your participation may be restricted if you already invested via the Placement.

In practical terms an Eligible Shareholder that wishes to, at minimum, maintain her proportionate shareholding in lnfratil following completion of the Retail Offer would need to subscribe for at least 127 shares for every 1,000 shares (for an application of NZ$1, 168.40) that she owns on the record date.²

1. The Placement is fully underwritten, other than in respect of pre-committed pro rata participation in the Placement by interests associated with Morrison & Co and related parties amounting to $43.7 million worth of new shares in the aggregate.
2. Assuming that (i) the Retail Offer raises NZ$100 million (with no oversubscriptions accepted or scaling applied), and (ii) the per share issue price in the Retail Offer is NZ$9.20 (being the per share issue price in the Placement).

4