Infratil : Notice of Meeting and Proxy Form

2022 Notice of Meeting

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The shareholders of Infratil Limited 27 July 2022

Shareholders have already received Infratil's 2022 Annual Report in which the then Chair, Mark Tume, and the Chief Executive, Jason Boyes, on behalf of the manager, Morrison & Co, commented on the activities of Infratil over the past year and on the future prospects for Infratil.

The Annual Meeting this year will be in Wellington but shareholders will also have the option to join the meeting online. A number of matters are to come before shareholders for voting at the Annual Meeting. These include:

• The re-election of myself and Kirsty Mactaggart, and the election of Andrew Clark, as Directors.

• Authorisation to give the Board the option to exercise Infratil's

rights under the Management Agreement to issue shares to
onlyM rrison & Co to pay:
- the third instalment of the FY2021 international portfolio
use	annual incentive fee in 2023; and
- the second instalment of the FY2022 international portfolio
	annual incentive fee in 2023.
• Authorisation for the Directors to fix the auditor's remuneration.
• A matter which a shareholder has proposed for discussion.

As noted in Infratil's 2022 Annual Report, Morrison & Co earned a FY2022 international portfolio annual incentive fee of

$99.7 million. As a protection against the possibility of the relevant portfolio of investments subsequently falling in value, the FY2022 international portfolio annual incentive fee is payable over three

personalyears (in three instalments of ~$33.2 million each) and, if the value of the relevant portfolio of investments at either of the subsequent two balance dates is lower than the 31 March 2022 valuation, that ye r's instalment is cancelled.

The FY2022 international portfolio annual incentive fee follows the FY2021 international portfolio annual incentive fee of $223.1 million (payable in 3 instalments of ~$74.4 million each) noted in Infratil's 2021 Annual Report.

The Management Agreement gives the Board the option to pay any instalment of an international portfolio incentive fee in cash or by i uing Infratil ordinary shares to Morrison & Co (the "scrip option"), or a mixture of both. However, under the NZX Listing Rule , the Board needs shareholder approval if it wishes to use the sc ip option. The Board has not made a decision whether to use the scrip option for the third instalment of the FY2021 incentive fee (if that is payable) or the second instalment of the FY2022

int rnational portfolio annual incentive fee (if that is payable), but the Board would like to have both options available if the Board considers that issuing shares (rather than paying cash) would be in

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the best interests of Infratil. At the 2021 Annual Meeting, shareholders approved the use of the scrip option in connection with the second instalment of the FY2021 international portfolio annual incentive fee however the Board subsequently determined that the instalment should be paid in cash.

onlyIf shareholders do not approve the scrip option, the third instalment of the 2021 international portfolio annual incentive fee and the second instalment of the 2022 international portfolio

a ual incentive fee will be paid in cash if they become payable.

If the Board also wishes to have this option available for the third i stalment of the FY2022 international portfolio annual incentive fee (payable in 2024), the Board will seek shareholder approval for this at the 2023 Annual Meeting.

There is no resolution this year in relation to directors' fees. Shareholders previously approved an increased directors' fee pool at the 2019 Annual Meeting to enable directors' fees to be set

useconsistent with the 75th percentile of comparator group 2 in the PwC benchmarking report, but with the increases to directors'

f s xpected to be implemented by the Board over a three-year period across the 2020, 2021 and 2022 financial years. The Board has approved the directors' fees from within that pool for the 2023 financial year, and details are set out in this Notice of Meeting.

The Notice of Meeting also includes a Disclosure Document (Annexure A) describing the Share Buyback Programme which Infratil has decided to continue. The Board considers that, from time to time, buying back shares may be the best use of Infratil's funds. Accordingly, Infratil wishes to keep open that opportunity

personalto protect or maximise shareholder value for the next 12 months, s it has done for a number of years.

I look forward to seeing you at the Annual Meeting, presenting our results and answering any questions you may have.

Yours sincerely

Chair

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Notice of Annual

Meeting

Notice is hereby given pursuant to section 120 of the Companies Act 1993 that the 2022 annual meeting of shareholders (Annual Meeting) of Infratil Limited (Infratil) will be a hybrid meeting held in the Public Trust Hall, 131 Lambton Quay, Wellington on Thursday, 25 August 2022, and online at www.virtualmeeting.co.nz/ift22, commencing at 2:30 pm (New Zealand Time).

Online participation details are set out on pages 5 and 6.

Business

A. Chair's Introduction

B. Chief Executive's Review

C. Presentation of the Annual Report for the year ended

	31 March 2022 and the report of the auditor
onlyTo receive and consider the Annual Report of Infratil for the year
ended 31 March 2022. Shareholders will have an opportunity to
raise questions on the Report and on the performance and
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management of Infratil generally.
D. R solutions
To consider and, if thought fit, pass the following resolutions:
1.	Re-electionof Alison Gerry: That Alison Gerry be re-elected
	as a director of Infratil.
2.	Re-election of Kirsty Mactaggart: That Kirsty Mactaggart be
	re-elected as a director of Infratil.
3.	Election of Andrew Clark: That Andrew Clark be elected as a
	director of Infratil.
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4.	Payment of FY2021 Incentive Fee by Share Issue (2021 Scrip
	Option): That Infratil be authorised to issue to Morrison & Co
	Infrastructure Management Limited (Morrison & Co), within
	the time, in the manner, and at the price, prescribed in the
	Management Agreement, such number of fully paid ordinary
	shares in Infratil (Shares) as is required to pay all or such portion
	of the third instalment of the 2021 Incentive Fee (if payable) as
	the Board elects to pay by the issue of Shares (2021 Scrip
	Option), and the Board be authorised to take all actions and
	enter into any agreements and other documents on Infratil's
	behalf that the Board considers necessary to complete the
	2021 Scrip Option.
5.	Payment of FY2022 Incentive Fee by Share Issue (2022
	Scrip Option): That Infratil be authorised to issue to Morrison &
	Co Infrastructure Management Limited (Morrison & Co), within
	the time, in the manner, and at the price, prescribed in the
	Management Agreement, such number of fully paid ordinary
	shares in Infratil (Shares) as is required to pay all or such portion
	of the second instalment of the 2022 Incentive Fee (if payable)
	as the Board elects to pay by the issue of Shares (2022 Scrip
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