Infratil : Indicative Terms Sheet

7.5 Year Fixed Rate Bond Maturing 15 March 2031

Indicative Terms Sheet

For the offer of Infrastructure Bonds

Arranger and Joint Lead Manager

Joint Lead Managers

Indicative Terms Sheet

Dated 28 August 2023

This Indicative 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 Offer is comprised of a Firm Offer of up to $50,000,000 (plus oversubscriptions of up to an additional $25,000,000 at Infratil's discretion) of Infrastructure Bonds and an Exchange Offer of up to $122,103,683 of Infrastructure Bonds under which all current holders of the IFT210 bonds maturing on 15 September 2023 will have the opportunity to exchange some or all of their maturing bonds for 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 June 2025, which have an interest rate of 6.15% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT250;
• Infratil's fixed rate bonds maturing on
  15 March 2026, which have an interest rate of 3.35% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT300;
• Infratil's fixed rate bonds maturing on 15 December 2026, which have an interest rate of 3.35% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT280;
• Infratil's fixed rate bonds maturing on
  15 December 2027, which have an interest rate of 3.60% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT310;
• Infratil's bonds maturing on 15 December 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").

Accordingly, the Infrastructure Bonds are the same class as the Quoted Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014.

Infratil is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited ("NZX") for the purpose of that information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/IFT.

The Quoted Bonds are the only debt securities of Infratil that are currently quoted and in the same class as the Infrastructure Bonds that are being offered. The Quoted Bonds with ticker code IFT330 have been quoted on the NZX Debt Market for less than 3 months.

Investors should look to the market price of the Quoted Bonds referred to above to find out how the market assesses the returns and risk premium for those bonds.

Infratil has the right in its absolute discretion and without notice to close the Firm Offer and/or Exchange Offer early, to add additional Issue Dates, to extend the Firm Offer Closing Date and/or Exchange Offer Closing Date, to increase the amount of oversubscriptions, or to choose not to proceed with the Offer.

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Key Terms of the Infrastructure Bonds

Issuer:

Description:

Firm Offer and Exchange Offer:

Use of Proceeds:

Terms Particular to the Firm Offer

Firm Offer Amount:

Firm Offer Applications:

Firm Offer Opening Date:

Firm Offer Closing Date:

Terms Particular to the Exchange Offer

Exchange Offer Amount:

Exchange Offer Applications:

Exchange Offer Opening Date:

Infratil Limited.

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

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 is for up to $50,000,000 of Infrastructure Bonds, with the option to accept oversubscriptions of up to an additional $25,000,000 of Infrastructure Bonds in aggregate at Infratil's absolute discretion.

The Firm Offer is 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 is for up to $122,103,683 of Infrastructure Bonds (being the total face value of 2023 Bonds outstanding). No oversubscriptions will be accepted under the Exchange Offer.

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

4 September 2023.

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Key Terms of the

Infrastructure Bonds

Exchange Offer Closing Date:

Terms Common to the Firm Offer and the Exchange Offer

Rate Set Date:

Issue Date:

Expected Date of Initial Quotation on the NZX Debt Market:

Maturity Date:

Interest Rate:

Minimum Interest Rate:

Issue Margin:

Indicative Issue Margin:

Base Rate:

Interest Payment Dates:

Interest Payments:

5.00pm, 13 September 2023.

1 September 2023.

15 September 2023.

18 September 2023.

15 March 2031.

The Infrastructure Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.

The Interest Rate will be 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 Interest Rate will be announced by Infratil via NZX and available on Infratil's website www.infratil.com/for-investors/our-bondson or shortly after the Rate Set Date.

7.05% per annum.

The Issue Margin will be determined by Infratil in consultation with the Joint Lead Managers (identified on page 10) on the Rate Set Date following completion of the bookbuild process for the Firm Offer and will be announced via NZX and available on Infratil's website www.infratil.com/for-investors/our-bonds shortly thereafter.

The indicative Issue Margin range is 2.40% to 2.55% per annum. The actual Issue Margin may be above, within or below the indicative range.

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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