Infratil : Indicative Term Sheet

6 Year Fixed Rate Bond

Maturing 31 July 2029

Indicative Terms Sheet

For the offer of Infrastructure Bonds

Arranger and Joint Lead Manager

Joint Lead Managers

Indicative Terms Sheet

Dated 17 July 2023

This Indicative Terms Sheet ("Terms Sheet") sets out the key terms of the offer ("Offer") by Infratil Limited ("Infratil") of up to $75,000,000 (plus oversubscriptions of up to $75,000,000) of fixed rate bonds maturing on 31 July 2029 ("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 17 July 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 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.

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 Offer early, to add additional Issue Dates, to extend the 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:

Offer Amount:

Use of Proceeds:

Opening Date:

Closing Date:

Rate Set Date:

Issue Date:

Expected Date of Initial Quotation on the NZX Debt Market:

Maturity Date:

Issue Price:

Interest Rate:

Minimum Interest Rate:

Issue Margin:

Indicative Issue Margin:

Base Rate:

Infratil Limited.

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

The Offer is for up to $75,000,000 of Infrastructure Bonds (with the option to accept oversubscriptions of up to $75,000,000 at Infratil's discretion).

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

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

17 July 2023.

11.00am, 21 July 2023.

21 July 2023.

31 July 2023.

1 August 2023.

31 July 2029.

$1.00 per Infrastructure Bond (being the Face Value).

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-bonds on or shortly after the Rate Set Date.

6.70% per annum.

The Issue Margin will be determined by Infratil in consultation with the Joint Lead Managers (identified below) on the Rate Set Date following completion of the bookbuild process 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 2.25% - 2.40% 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 (rounded to 2 decimal places, if necessary, with 0.005 being rounded up).

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Key Terms of the

Infrastructure Bonds

Interest Payment Dates:

Interest Payments:

First Interest Payment:

Interest Suspension and Dividend Stopper:

Interest Suspension Events:

Right to Redeem Early:

31 January, 30 April, 31 July and 31 October of each year until and including the Maturity Date (commencing on 31 July 2023). Although the first Interest Payment Date is 31 July 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 31 October 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" below), 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.

As noted above, although the first Interest Payment Date is 31 July 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

31 October 2023. Interest paid on 31 October 2023 on each Infrastructure Bond will be paid to the Holder of the Infrastructure Bond on the Record Date for that payment (being 20 October 2023).

Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the payment of interest is suspended:

1. interest will continue to accrue (without compounding) and will be paid by Infratil when the Interest Suspension Event ceases to exist; and
2. Infratil will not pay or make any distribution to shareholders or provide any financial assistance for the acquisition of shares in Infratil.

In summary, an Interest Suspension Event may occur if:

1. the interest payment would be likely to breach the solvency test in section 4 of the Companies Act 1993;
2. the interest payment would be likely to result in a breach of the terms or conditions of other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
3. the interest payment would be likely to result in a breach of any other legal obligation by Infratil or certain of its subsidiaries.

Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the Maturity Date by giving you no less than 5 Business Days' notice. Infratil may not exercise this right if:

1. the Supervisor has declared the Infrastructure Bonds due and payable because an event of default as described in clause 8.1 of the Trust Deed exists; or
2. the notice of early redemption is given at a time on or after the day falling 25 Business Days before the Maturity Date.

You have no right of early redemption except following an Early Redemption Event.

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