Infratil : Infrastructure Bond Exchange Offer Opens

For personal use only

3 June 2022

Infratil Infrastructure Bond Exchange Offer Opens

Infratil Limited (Infratil) announced today that following the successful completion of the Firm Offer of 8 year unsecured, unsubordinated, re-setting fixed rate infrastructure bonds maturing on 15 June 2030 (2030 Bonds), the Exchange Offer is now open.

Under the Exchange Offer all New Zealand resident holders of the IFT190 bonds maturing on 15 June 2022 (2022 Bonds) have the opportunity to exchange some or all of their 2022 Bonds for 2030 Bonds. All eligible holders of the 2022 Bonds who submit valid applications will have their applications satisfied in full up to a maximum of the number of 2022 Bonds they hold. There is no ability to apply for additional 2030 Bonds under the Exchange Offer.

The key terms of the Exchange Offer, and how to apply, are contained in the Final Terms Sheet attached.

The interest rate for the first four years until the Rate Reset Date (15 June 2026) has been set at 5.93% per annum. This is equal to the sum of the Issue Margin of 2.00% per annum and the 4-year swap rate on the Rate Set Date of 3.93% per annum

The Reset Interest Rate for the second four years will be the sum of the 4-year swap rate on the Rate Reset Date plus the Issue Margin of 2.00% per annum. There will be no minimum interest rate for the second four year period.

More information on the how the interest rate for the 2030 Bonds will be calculated is set out in the Final Terms Sheet.

The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant to the Financial Markets Conduct Act 2013.

The 2030 Bonds under the Exchange Offer are expected to be issued on 15 June 2022 and will mature on 15 June 2030. The 2030 Bonds are expected to be quoted on the NZX Debt Market under the ticker code IFT320.

How do I apply?

You can apply online at www.infratilbondexchangeoffer.com. We strongly encourage using the online portal to avoid missing out due to postal delays or due to issues processing manual applications.

If you are unable to complete the online application form, please go to Infratil's websitewww.infratil.com/for-investors/our-bonds/and download a copy of the Final Terms Sheet which includes a printable application form for completion, or alternatively contact Link Market Services [e-mail] call 09 375 5998 for further information on how to participate in the Exchange Offer.

If you hold 2022 Bonds via a nominee, trustee or custodian, please contact them if you want to participate in the Exchange Offer.

All applications (whether through the online portal or printed application form) must be received before the Exchange Offer closes at 5.00pm on 13 June 2022.

Further information regarding the offer is available on website www.infratil.com/for-investors/our-bonds/or by contacting a Joint Lead Manager or your usual financial adviser.

Arranger and Joint Lead Manager	Tom Robertson
Bank of New Zealand	Treasury and Risk Manager, Infratil
Joint Lead Managers:	Phone: [phone]
ANZ Bank New Zealand Limited	Email: [e-mail]
Forsyth Barr Limited
Hobson Wealth Partners Limited

Jarden Securities Limited

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel [phone] www.infratil.com

8 Year Re-setting Fixed Rate Bond

Maturing 15 June 2030

onlyInfratil Final Terms Sheet

For the offer of Infrastructure Bonds

For usepersonal

Arranger and Lead Manager

Joint Lead Managers

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Final Terms Sheet

Dated 2 June 2022

onlyThis Final Terms Sheet ("Terms Sheet") sets out the key terms of the offer ("Offer") by Infratil Limited ("Infratil") of re-setting fixed rate bonds maturing on 15 June 2030 ("Infrastructure Bonds"). The Offer is comprised of a Firm Offer of up to $50,000,000 (plus

useoversubscriptions of up to $15,000,000) of Infrastructure Bonds and an Exchange Offer of up to NZ$93,696,000 of Infrastructure Bonds under which all current holders of the IFT190 bonds maturing on 15 June 2022 will have the opportunity to exchange some or all of their maturing bonds for Infrastructure Bonds.

personalThe Infrastructure Bonds will be issued under the programme trust deed dated

11 November 1999 (as amended or mended and restated from time to time)

between Infratil and Trustees Executors Limited as supplemented by a series supplement dated 26 May 2022

(t gether, "Trust Deed"). Unless the

c ntext requires otherwise, capitalised terms used in this Terms Sheet have the ame 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 u on the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 ("FMCA").

The Offer contained in this Terms Sheet is Foran offer of Infrastructure Bonds that have identical rights, privileges, limitations and

c nditions (except for the interest rate and maturity date) as:

• Infratil's bonds maturing on

15 December 2029, which have a current interest rate of 4.19% per annum (rate reset on 15 December 2020 and annually thereafter) and which are currently quoted on the NZX Debt Market under the ticker code

IFTHC;

• 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 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 bonds maturing on
  15 December 2028, which have a current interest rate of 4.85% per annum (rate reset after five years) and which are currently quoted on the NZX Debt Market under the ticker code IFT270;
• 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 December 2022, which have an interest rate of 5.65% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT240;
• 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 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; and
• Infratil's fixed rate bonds maturing on 15 June 2022, which have an interest rate of 6.85% per annum and which are currently quoted on the NZX Debt Market under the ticker code IFT190,

(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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For personal use only

Key Terms of the Infrastructure Bonds

onlyIssuer: Description:

Firm Offer and Exchange Offer:

usepersonalTerms Particular to the Firm Offer Firm Offer Amount:

Firm Offer Applications:

Firm Offer Opening Date:

Firm Offer Closing Date:

Firm Offer Issue Date:

Firm Offer Expected Date of Initial Quotation on the NZX Debt Market:

Terms Particular to the Exchange Offer ForExchange 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 IFT190 fixed rate bonds maturing on 15 June 2022 ("2022 Bonds") the opportunity to exchange all or some of their 2022 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will receive one new Infrastructure Bond for each 2022 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 2022 Bonds designated in that application.

There is no public pool for Infrastructure Bonds under the Offer. See "How to Apply" below.

The Firm Offer amount has been set at $65,000,000 of Infrastructure Bonds.

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

26 May 2022

12.00pm, 2 June 2022

15 June 2022

16 June 2022

The Exchange Offer is for up to $93,696,000 of Infrastructure Bonds. No oversubscriptions will be accepted under the Exchange Offer.

The Exchange Offer is fully reserved for New Zealand resident holders of the 2022 Bonds. Infratil will issue one Infrastructure Bond for each 2022 Bond exchanged.

3 June 2022

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