Infratil Limited/Announcement
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Infratil Infrastructure Bond Offer Opens

Debt Issuance28 May 2025IFTUtilities

Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com




29 May 2025


Infratil Infrastructure Bond Offer Opens


Infratil Limited (Infratil) announced today that it has opened an offer of 7 year unsecured, unsubordinated,

fixed rate bonds (New Bonds) to New Zealand investors. The bonds will mature on 16 June 2032.

The offer comprises two separate parts:

• A "Firm Offer" of up to $50,000,000 of New Bonds (with the ability to accept oversubscriptions at

Infratil’s discretion), which will be available to New Zealand resident clients of the Joint Lead

Managers, approved financial intermediaries and other primary market participants invited to

participate in the bookbuild process. The Firm Offer is now open and will close at 11.00am on 4

June 2025.

• An "Exchange Offer" of up to $43,413,442 of New Bonds under which all New Zealand resident

holders of the IFT250 bonds that mature on 15 June 2025 (2025 Bonds) will have the opportunity to

exchange some or all of their maturing 2025 Bonds for New Bonds. The Exchange Offer will open

on 5 June 2025 (following the closing of the Firm Offer on 4 June 2025) and will close at 5.00pm on

11 June 2025. All eligible holders of the 2025 Bonds who submit valid applications will have their

applications satisfied in full up to a maximum of the number of 2025 Bonds they hold. There is no

ability to apply for additional New Bonds under the Exchange Offer.

The timing of the Exchange Offer is designed to ensure eligible holders of the 2025 Bonds can have certainty

on the interest rate applicable to the New Bonds when they elect whether to participate in the Exchange

Offer. Eligible applicants can be certain that their application will be satisfied in full up to the amount of their

existing investment.

Interest Rate

The Interest Rate for the New Bonds will be the greater of:

a) the Minimum Interest Rate of 6.00% per annum; and

b) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date (4 June 2025).

The indicative Issue Margin range for the New Bonds is 2.30% to 2.45% per annum. The Issue Margin will

be set following a bookbuild process on 4 June 2025 and will be announced by Infratil via NZX shortly

thereafter, together with the Interest Rate. In any case, the Interest Rate will not be less than the Minimum

Interest Rate of 6.00% per annum.

Full details of the offer, including how the Interest Rate for the New Bonds will be calculated, is set out in the

Indicative Terms Sheet attached.

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 notice required by the Financial Markets Conduct

Regulations 2014 has been provided to NZX. The New Bonds are expected to be quoted on the NZX Debt

Market under the ticker code IFT370.

Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com


Further information is available on www.infratil.com/for-investors/bonds or by contacting a Joint Lead

Manager or your usual financial adviser.


Arranger and Joint Lead Manager:

Bank of New Zealand

Joint Lead Managers:

Craigs Investment Partners Limited

Forsyth Barr Limited


Tom Robertson

Infratil Treasurer

Phone: +64 4 550 5432

Email: Tom.Robertson@infratil.com


Authorised for release by:


Brendan Kevany

Infratil Company Secretary

---

1
Arranger and Joint Lead ManagerJoint Lead Managers

INDICATIVE

TERMS SHEET

For the offer of Infrastructure Bonds

7 YEAR FIXED RATE BOND

Maturing 16 June 2032

2
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 16 June 2032

("Infrastructure Bonds"). The Offer is

comprised of a Firm Offer of up to

$50,000,000 (with the ability to accept

oversubscriptions at Infratil's discretion) of

Infrastructure Bonds and an Exchange Offer

of up to $43,413,442 of Infrastructure Bonds

under which all current holders of the IFT250

bonds maturing on 15 June 2025 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

29 May 2025 (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

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 an interest rate of 6.78%

per annum 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

6.24% per annum (further rate reset on 15

December 2025 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

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;

•Infratil's fixed rate bonds maturing on 13

December 2030, which have a current

interest rate of 6.00% per annum and

which are currently quoted on the NZX

Debt Market under the ticker code IFT360;

•Infratil's fixed rate bonds maturing on 15

March 2031, which have an interest rate of

7.08% per annum and which are currently

quoted on the NZX Debt Market under the

ticker code IFT340; and

•Infratil's fixed rate bonds maturing on 17

December 2031, which have an interest

rate of 7.06% per annum and which are

currently quoted on the NZX Debt Market

under the ticker code IFT350,

(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 Qu

oted 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 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, or to choose not to proceed

with the Offer.

Indicative Terms Sheet

29

May 2025

CDC Hume Campus
3

4
Key Terms of the

Infrastructure Bonds

Issuer:Infratil Limited.

Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued

pursuant to the Trust Deed.

Firm Offer and Exchange Offer:

The Offer consists of two separate parts.

Under the first part ("Firm Offer"), Infratil is offering Infrastructure Bonds to New Zealand resident

clients of the Joint Lead Managers, approved financial intermedi

aries 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

IFT250 fixed rate bonds maturing on 15 June 2025 ("2025 Bonds") the opportunity to exchange

all or some of their 2025 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will

receive one new Infrastructure Bond for each 2025 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 2025 Bonds designated in that application.

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

See "How to Apply" on page 10 of this Terms Sheet.

Use of Proceeds:Infratil will use the proceeds of the Offer for general corporate purposes, including to refinance

the 2025 Bonds.

Terms Particular to the Firm Offer

Firm Offer Amount: The Firm Offer is for up to $50,000,000 of Infrastructure Bonds, with the ability to accept

oversubscriptions at Infratil's discretion.

Firm Offer Applications: 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.

Firm Offer Opening Date: 29 May 2025

Firm Offer Closing Date: 11.00am, 4 June 2025

Terms Particular to the Exchange Offer

Exchange Offer Amount: The Exchange Offer is for up to $43,413,442 of Infrastructure Bonds (being the total face value of

2025 Bonds outstanding). No oversubscriptions will be accepted under the Exchange Offer.

Exchange Offer Applications: The Exchange Offer is fully reserved for New Zealand resident holders of the 2025 Bonds.

Infratil will issue one Infrastructure Bond for each 2025 Bond exchanged.

If a New Zealand resident holder of the 2025 Bonds decides to participate in the Exchange Offer

in respect of some or all of their 2025 Bonds, then the redemption proceeds of their 2025 Bonds

that are being exchanged for Infrastructure Bonds will be banked into the trust account operated

in respect to the Offer on 13 June 2025 (the business day immediately preceding 15 June 2025).

The redemption proceeds will be applied towards the subscription price of the Infrastructure

Bonds that are applied for on the Issue Date for the Infrastructure Bonds (16 June 2025).

No additional subscription moneys are payable.

Exchange Offer Opening Date: 5 June 2025

Exchange Offer Closing Date: 5.00pm, 11 June 2025

5
Key Terms of the

Infrastructure Bonds

Terms Common to the Firm Offer

and the Exchange Offer

Rate Set Date:4 June 2025

Issue Date: 16 June 2025

Expected Date of Initial Quotation

on the NZX Debt Market:

17 June 2025

Maturity Date:16 June 2032

Interest Rate:

The Infrastructure Bonds will pay a fixed rate of interest.

The Interest Rate will be the greater of:

(a) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and

(b) 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/bonds on or shortly after the Rate Set Date.

Minimum Interest Rate:

6.00% per annum

Issue Mar

gin:

The Issue Margin will be determined by Infratil in consultation with the Joint Lead Managers

(identified on page 1

2 below) 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/bonds

shortly thereafter.

Indicative Issue Margin:

The indicative Issue Margin range is 2.30% to 2.45% per annum. The actual Issue Margin may be

above, within or below the indicative range.

Base Rate:

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 on page 1

2 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).

Interest Payment Dates:16 March, 16 June, 16 September and 16 December of each year until and including the Maturity

Date (commencing on 16 June 2025).

6
Key Terms of the

Infrastructure Bonds

Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal amounts

on each Interest Payment Date. Interest will be paid to the Holder of the Infrastructure Bond on

the Record Date for each Interest Payment Date.

Interest payable on each Infrastructure Bond on the first Interest Payment Date will accrue at the

Interest Rate from (and including) the date on which your subscription moneys have been banked

into the trust account operated in respect of the Offer to (but excluding) the first Interest Payment

Date. The first Interest Payment Date is 16 June 2025, which is the same date as the Issue Date.

• For Infrastructure Bonds allotted under the Firm Offer, because the first Interest Payment Date

is also the Issue Date, no interest will have accrued on the first Interest Payment Date and no

interest will be payable on that date.

• For Infrastructure Bonds allotted under the Exchange Offer, the redemption proceeds of the

2025 Bonds will be banked into the trust account operated in respect of the Offer on 13 June

2025 (the business day immediately preceding 15 June 2025) and interest on those

Infrastructure Bonds will accrue at the Interest Rate from that date and will be payable on the

first Interest Payment Date (16 June 2025). The interest payment will be paid to the original

subscriber for the relevant Infrastructure Bonds.

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 7 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.

Interest Suspension and

Dividend Stopper:

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

payment of interest is suspended:

(a) interest will continue to accrue (without compounding) and will be paid by Infratil when the

Interest Suspension Event ceases to exist; and

(b) Infratil will not pay or make any distribution to shareholders or provide any financial assistance

for the acquisition of shares in Infratil.

Interest Suspension Events:In summary, an Interest Suspension Event may occur if:

(a) the interest payment would be likely to breach the solvency test in section 4 of the Companies

Act 1993;

(b) 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

(c) the interest payment would be likely to result in a breach of any other legal obligation by

Infratil or certain of its subsidiaries.

7
Key Terms of the

Infrastructure Bonds

Right to Redeem Early: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:

(a) 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

(b) 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.

Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event

Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early

Redemption Event, will be redeemed at an amount equal to its Face Value less all withholding tax

or deductions required to be made.

Early Redemption

If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem early,

it will be redeemed at an amount equal to the greater of:

(a) its Face Value plus accrued but unpaid interest; and

(b) the current market price of the Infrastructure Bonds (determined in accordance with clause

6.1(l)(ii) of the Trust Deed),

in each case less all withholdings or deductions required to be made.

Early Redemption Events:In summary, an Early Redemption Event may occur if:

(a) an event of default as described in clause 8.1 of the Trust Deed occurs; or

(b) certain takeover offers are made in respect of the shares in Infratil.

In general terms, the events of default include non-payment for 14 days or more and the

occurrence of certain insolvency related events in relation to Infratil.

Liabilities to Assets Covenant:Infratil has agreed for the benefit of Holders that, on the last day of each financial year and

financial half-year of Infratil (and in certain other circumstances), Borrowed Money Indebtedness

of the Issuer Group (being Infratil and certain of its 100% owned subsidiaries) will not exceed 50%

of Tangible Assets of Infratil and its subsidiaries as at that date.

8
Key Terms of the

Infrastructure Bonds

Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil. This

means that in a liquidation of Infratil your rights and claims as a Holder:

(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of Infratil

who are preferred by law (e.g. the Inland Revenue Department in respect of unpaid tax);

(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of Infratil; and

(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being creditors

who have agreed to accept a lower priority in respect of their claims in a liquidation of Infratil),

and (ii) shareholders.

Infratil is a holding company with investments in various companies. Holders have no claims

against, or recourse to the assets of, any of those companies. Infratil's ability to make timely

payments on the Infrastructure Bonds is dependent on the returns it receives from its investments,

its capital structure and the quality of its management.

In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates (including

lenders) would have to be paid out in full before the distribution of any residual assets to Infratil's

liquidator (claiming as shareholder in the companies). Only these residual assets would be

available to Infratil's liquidator and therefore Infratil's creditors (including Holders).

As an example of this, the diagram below illustrates the position of Holders relative to the banks

which provide loan facilities to Infratil's Wholly-Owned Subsidiaries.

Portfolio

Company

Portfolio

Company

Infratil

Holders

Portfolio

Company

Bank

lenders

100%100%

Debt

Guarantee

Guarantee

Debt

100%

Wholly-Owned Subsidiaries

9
Key Terms of the

Infrastructure Bonds

As illustrated in the diagram above, Infratil has a range of Wholly-Owned Subsidiaries, which hold

Infratil's investments in its Portfolio Companies. The bank lenders who provide loan facilities to

the Wholly-Owned Subsidiaries have direct claims on both Infratil and those Wholly-Owned

Subsidiaries. Holders have a claim on Infratil, but have no claims against, or recourse to the assets

of, the Wholly-Owned Subsidiaries or the Portfolio Companies. This means that in a liquidation of

the Infratil group:

• all creditors of each Portfolio Company (including any lenders) would have to be paid in full

before any residual assets could be distributed to the relevant Wholly-Owned Subsidiary;

• all creditors of each Wholly-Owned Subsidiary (including the bank lenders) would have to be

paid in full before any residual assets could be distributed to Infratil; and

• therefore, only the residual assets of the Portfolio Companies and Wholly-Owned Subsidiaries,

after the claims of all of their creditors have been satisfied in full, would be available to Infratil's

liquidator and therefore Infratil's creditors (including Holders).

Infratil is also subject to other restrictions in its bank loan facilities that limit the value of cash and

other assets it may hold (other than shares and other securities held in, or loans to, the Wholly-

Owned Subsidiaries).

No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any

other person.

Issue Price:

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

Under the Exchange Offer, redemption proceeds of the

2025 Bonds will be banked into the trust

account operated in respect of the Offer and will be treated as subscription money for

Infrastructure Bonds allocated under the Exchange Offer. No additional subscription moneys are

payable by a Holder.

Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of $1,000

thereafter (unless a holder of 2025 Bonds is exchanging all of their 2025 Bonds).

Transfer Restrictions:Holders are entitled to sell or transfer their Infrastructure Bonds at any time subject to the terms

of the Trust Deed, the selling restrictions set out below and applicable securities laws and

regulations. Infratil may decline to register a transfer of Infrastructure Bonds for the reasons set

out in the Trust Deed.

The minimum amount of Infrastructure Bonds a Holder can transfer is $1.00. No transfers of

Infrastructure Bonds or any part of a Holder's interest in an Infrastructure Bond will be registered if

the transfer would result in the transferor holding or continuing to hold Infrastructure Bonds

having a Face Value of less than $5,000 (other than zero).

ISIN:NZIFTD0370L3

Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date falls on

a day that is not a Business Day, the due date for the payment to be made on that date will be on

the immediately preceding Business Day, but the amount paid will not be adjusted.

Registrar and Paying Agent:MUFG Pension & Market Services (NZ) Limited

10
Key Terms of the

Infrastructure Bonds

Who May Apply:Firm Offer

All Infrastructure Bonds offered under the Firm Offer are reserved for the clients of the Joint Lead

Managers, approved financial intermediaries and other primary market participants invited to

participate in the bookbuild, who are New Zealand residents. There is no public pool for

Infrastructure Bonds for the Offer.

Exchange Offer

All Infrastructure Bonds exchanged or offered under the Exchange Offer are reserved to

registered holders of a 2025 Bond who are New Zealand residents.

How to Apply:

Firm Offer

Investors wanting to participate in the Firm Offer should contact a Joint Lead Manager, their

financial adviser or any primary market participant for information on how they may acquire

Infrastructure Bonds. You can find a primary market participant by visiting www.nzx.com/services/

market-participants.

The Joint Lead Manager, primary market participant or your financial adviser will be able to

explain what arrangements will need to be put in place for you to trade the Infrastructure Bonds,

including obtaining a common shareholder number ("CSN"), an authorisation code ("FIN") and

opening an account with a primary market participant, as well as the costs and timeframes for

putting such arrangements in place.

Exchange Offer

Holders of 2025 Bonds have the option to participate in the Exchange Offer by using an online

application form.

If you have provided an email address for investor correspondence, you will receive an email on

the Firm Offer Opening Date with an email link. The email link will take you to a Registrar website

where you will receive information on how to apply for Infrastructure Bonds in the Exchange Offer

using the online application form.

You will be able to apply using the online application form at www.infratilbondexchangeoffer.com

from 8.30am on the Exchange Offer Opening Date. You must complete the online application

form by no later than 5.00pm on the Exchange Offer Closing Date.

If you have not provided an email address for investor correspondence, you will receive a letter

following the Firm Offer Opening Date with information on how to apply for Infrastructure Bonds

under the Exchange Offer using the online application form.

Once you submit a completed online application form for the Exchange Offer you will no longer

be able to sell or otherwise transfer your 2025 Bonds designated in that application.

Applications may be refused

In relation to the Firm Offer, Infratil reserves the right to refuse any application, or to accept an

application in part only, without providing a reason. If Infratil refuses any application under the

Exchange Offer due to the applicant being ineligible, the 2025 Bonds that are not being

exchanged will be redeemed on their maturity date in accordance with their existing terms and

conditions.

11
Key Terms of the

Infrastructure Bonds

Brokerage:Infratil will pay a firm brokerage fee comprised of a retail brokerage fee of 0.50% and a firm

allocation fee of 0.50%. Such amounts will be paid to the Arranger who will distribute as

appropriate to the Joint Lead Managers, approved financial intermediaries and other primary

market participants.

NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are, immediately after

issue, quoted.

NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under the

FMCA.

NZX Debt Market Ticker Code:IFT370

Supervisor:Trustees Executors Limited

Governing Law:New Zealand

No Underwriting:The Offer is not underwritten.

Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has not and

will not take any action which would permit a public offering of the Infrastructure Bonds, or

possession or distribution of any offering material, in any country or jurisdiction where action for

that purpose is required (other than New Zealand). Infrastructure Bonds may only be offered for

sale or sold in compliance with all applicable laws and regulations in any jurisdiction in which they

are offered, sold or delivered. Any information memorandum, terms sheet, circular, advertisement

or other offering material in respect of the Infrastructure Bonds may only be published, delivered

or distributed in or from any country or jurisdiction under circumstances which will result in

compliance with all applicable laws and regulations.

By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Joint Lead Managers

and the Supervisor in respect of any loss incurred as a result of you breaching the above selling

restrictions.

The above selling restrictions apply in relation to both the Firm Offer and the Exchange Offer.

Non-reliance:This Terms Sheet does not constitute a recommendation by the Joint Lead Managers, the

Supervisor, or any of their respective directors, officers, employees, agents or advisers to

subscribe for, or purchase, any of the Infrastructure Bonds.

The Joint Lead Managers and the Supervisor have not independently verified the information

contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you acknowledge that

none of the Joint Lead Managers, the Supervisor nor their respective directors, officers,

employees, agents or advisers gives any warranty or representation of accuracy or reliability and

they take no responsibility for it.

12
The dates set out in this Terms Sheet are

indicative only and Infratil may change the

dates set out in this Terms Sheet. 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, or to

choose not to proceed with the Offer. Infratil

will announce any changes to the dates set

out in this Terms Sheet via NZX as soon as

practicable.

Any internet site address provided in the

Terms Sheet is for reference only and, except

as expressly stated otherwise, the content of

such internet site is not incorporated by

reference into, and does not form part of, this

Terms Sheet.

Copies of the Trust Deed are available

by visiting

www.infratil.com/for-investors/bonds

or you may request a copy from:

Infratil Limited

5 Market Lane

Wellington

Attention: Tom Robertson

or

Trustees Executors Limited

Level 11, 51 Shortland Street

Auckland

Attention: David Shaw

Investors should seek qualified independent

financial and taxation advice before deciding

to invest. In particular, you should consult

your tax adviser in relation to your specific

circumstances. Investors will also be

personally responsible for ensuring

compliance with relevant laws and regulations

applicable to them (including any required

registrations).

For further information regarding Infratil,

visit www.nzx.com/companies/IFT.

Issuer

Infratil Limited

5 Market Lane

PO Box 320

Wellington 6140

Telephone 04 473 3663

Supervisor

Trustees Executors Limited

Level 11, 51 Shortland Street

Auckland 1010

Telephone 09 308 7100

Registrar

MUFG Pension & Market Services

(NZ) Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

PO Box 91976

Auckland 1142

Telephone 09 375 5998

Directory

Arranger

Bank of New Zealand

Level 6, 80 Queen Street

Auckland 1010

Telephone 09 924 9602

Joint Lead Managers

Bank of New Zealand

Level 6, 80 Queen Street

Auckland 1010

Telephone 09 924 9602

Craigs Investment Partners Limited

Level 32, Vero Centre

48 Shortland Street

Auckland 1010

Telephone 0800 272 442

Forsyth Barr Limited

Level 23, Shortland & Fort

88 Shortland Street

Auckland 1010

Telephone 0800 367 227

Other

Information

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Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com


29 May 2025


Dear Bondholder/Shareholder

Infratil Limited (Infratil) has announced that it is making a new offer of 7 year unsecured,

unsubordinated, fixed rate infrastructure bonds (New Bonds). The New Bonds will mature on 16 June

2032.

Information about the offer and the New Bonds is available on Infratil’s website www.infratil.com/for-

investors/bonds where you can download a copy of the Indicative Terms Sheet.

Offer structure

The offer comprises two separate parts:

• A "Firm Offer" of up to $50,000,000 of New Bonds (with the ability to accept oversubscriptions

at Infratil's discretion), which will be available to New Zealand resident clients of the Joint Lead

Managers, approved financial intermediaries and other primary market participants invited to

participate in the bookbuild process. The Firm Offer is now open and will close at 11.00am on

4 June 2025.

• An "Exchange Offer" of up to $43,413,442 of New Bonds under which all New Zealand resident

holders of the IFT250 bonds that mature on 15 June 2025 (2025 Bonds) will have the

opportunity to exchange some or all of their maturing 2025 Bonds for New Bonds. The

Exchange Offer will open on 5 June 2025 (following the closing of the Firm Offer on 4 June

2025) and will close at 5.00pm on 11 June 2025. All eligible holders of the 2025 Bonds who

submit a valid application will have their applications satisfied in full up to a maximum of the

number of 2025 Bonds they hold. There is no ability to apply for additional New Bonds under

the Exchange Offer.

The timing of the Exchange Offer is designed to ensure eligible holders of the 2025 Bonds can have

certainty on the interest rate applicable to the New Bonds when they elect whether to participate in the

Exchange Offer. Eligible applicants can be certain that their application will be satisfied in full up to the

amount of their existing investment.

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 notice required by the Financial

Markets Conduct Regulations 2014 has been provided to NZX. The New Bonds are expected to be

quoted on the NZX Debt Market under the ticker code IFT370.

Interest Rate

The Interest Rate for the New Bonds will be the greater of:

(a) the Minimum Interest Rate of 6.00% per annum; and

(b) the sum of the Issue Margin and the Base Rate determined on 4 June 2025 when the Firm

Offer closes.

The indicative Issue Margin range for the New Bonds is 2.30% to 2.45% per annum. The Issue Margin

will be set following a bookbuild process on 4 June 2025. In any case, the Interest Rate will not be less

than the Minimum Interest Rate of 6.00% per annum.


Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com

2

Full details of the offer, including how the Interest Rate for the New Bonds will be calculated, is set out

in the Indicative Terms Sheet that is available to download on Infratil's website.

The Issue Margin and the Interest Rate will be announced by Infratil on 4 June 2025 via NZX and will

be available on Infratil's website

www.infratil.com/for-investors/bonds, together with an updated Terms

Sheet.

How do I apply?

• If you want to participate in the Firm Offer, you should contact a Joint Lead Manager, your

usual financial adviser or any primary market participant for information on how to acquire the

New Bonds. You can find a primary market participant by visiting

www.nzx.com/services/market-participants.

• The Exchange Offer is only open to current holders of 2025 Bonds. If you are not a current

holder of 2025 Bonds, you are able to participate through the Firm Offer only.

If you are interested in further information, we suggest that you contact your usual financial adviser or

one of the Joint Lead Managers whose details are contained within the Indicative Terms Sheet.


Yours sincerely



Tom Robertson

Infratil Treasurer

---

Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com

29 May 2025


Dear Bondholder

Infratil Limited (Infratil) has announced that it is making a new offer of 7 year unsecured,

unsubordinated, fixed rate infrastructure bonds (New Bonds). The New Bonds will mature on 16 June

2032.

Information about the offer and the New Bonds is available on Infratil’s website www.infratil.com/for-

investors/bonds where you can download a copy of the Indicative Terms Sheet.

Offer structure

The offer comprises two separate parts:

• A "Firm Offer" of up to $50,000,000 of New Bonds (with the ability to accept oversubscriptions

at Infratil's discretion), which will be available to New Zealand resident clients of the Joint Lead

Managers, approved financial intermediaries and other primary market participants invited to

participate in the bookbuild process. The Firm Offer is now open and will close at 11.00am on

4 June 2025.

• An "Exchange Offer" of up to $43,413,442 of New Bonds under which all New Zealand resident

holders of the IFT250 bonds that mature on 15 June 2025 (2025 Bonds) will have the

opportunity to exchange some or all of their maturing 2025 Bonds for New Bonds. The

Exchange Offer will open on 5 June 2025 (following the closing of the Firm Offer on 4 June

2025) and will close at 5.00pm on 11 June 2025. All eligible holders of the 2025 Bonds who

submit a valid application will have their applications satisfied in full up to a maximum of the

number of 2025 Bonds they hold. There is no ability to apply for additional New Bonds under

the Exchange Offer.

The timing of the Exchange Offer is designed to ensure eligible holders of the 2025 Bonds can have

certainty on the interest rate applicable to the New Bonds when they elect whether to participate in the

Exchange Offer. Eligible applicants can be certain that their application will be satisfied in full up to the

amount of their existing investment.

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 notice required by the Financial

Markets Conduct Regulations 2014 has been provided to NZX. The New Bonds are expected to be

quoted on the NZX Debt Market under the ticker code IFT370.

Interest Rate

The Interest Rate for the New Bonds will be the greater of:

(a) the Minimum Interest Rate of 6.00% per annum; and

(b) the sum of the Issue Margin and the Base Rate determined on 4 June 2025 when the Firm

Offer closes.

The indicative Issue Margin range for the New Bonds is 2.30% to 2.45% per annum. The Issue Margin

will be set following a bookbuild process on 4 June 2025. In any case, the Interest Rate will not be less

than the Minimum Interest Rate of 6.00% per annum.


Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com

2

Full details of the offer, including how the Interest Rate for the New Bonds will be calculated, is set out

in the Indicative Terms Sheet that is available to download on Infratil's website.

The Issue Margin and the Interest Rate will be announced by Infratil on 4 June 2025 via NZX and will

be available on Infratil's website www.infratil.com/for-investors/bonds, together with an updated Terms

Sheet.

How do I apply?

• If you want to participate in the Firm Offer, you should contact a Joint Lead Manager, your

usual financial adviser or any primary market participant for information on how to acquire the

New Bonds. You can find a primary market participant by visiting

www.nzx.com/services/market-participants.

• If you would like to participate in the Exchange Offer, the online portal will be available at

www.infratilbondexchangeoffer.com from 8.30am on 5 June 2025. To complete your online

application, you will need your CSN/Holder Number and the unique Entitlement Number for

the Exchange Offer. Your online acceptance details are:

o CSN/Holder Number: [●]

o Entitlement Number: [●]

Unlike some previous exchange offers, you will only be able to use the online portal to apply for an

allocation of New Bonds under the Exchange Offer. This is due to the timing of the Exchange Offer

and the impact of postal delays. The online portal will be available until the Exchange Offer closes at

5.00pm on 11 June 2025.

If you are unable to complete an application using the online portal, please contact the Registrar for

information on how to apply for New Bonds under the Exchange Offer. You can contact the Registrar

by email at applications.nz@cm.mpms.mufg.com or call 09 375 5998.

If you hold 2025 Bonds via a nominee, trustee or custodian, please contact them if you want to

participate in the Exchange Offer.

All applications must be received before the Exchange Offer closes at 5.00pm on 11 June 2025.

What happens if I apply for New Bonds?

If you decide to participate in the Exchange Offer in respect to some or all of your 2025 Bonds, then

the relevant redemption proceeds of your 2025 Bonds that are being exchanged for New Bonds will

be banked into the trust account operated in respect of the offer on 13 June 2025 (the business day

immediately preceding 15 June 2025). Interest will accrue at the Interest Rate from that date and you

will receive an interest payment on 16 June 2025 for interest accrued in the period from (and

including) 13 June 2025 to (but excluding) 16 June 2025.

What happens if I do not apply for New Bonds?

If you decide not to participate in the Exchange Offer, or to only exchange some of your 2025 Bonds,

then the payment of the face value of your 2025 Bonds that are not exchanged will be made by direct

credit into your nominated bank account on 13 June 2025 (the business day immediately preceding

15 June 2025), together with the final interest payment.

If you need to update your nominated bank account or other contact details please visit the Investor

Centre (nz.investorcentre.mpms.mufg.com) to update online.


Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com

3

Further information

If you are interested in further information, we suggest that you contact your usual financial adviser or

one of the Joint Lead Managers whose details are contained within the Indicative Terms Sheet.


Yours sincerely



Tom Robertson

Infratil Treasurer

---

INFRATIL
ANNUAL RESULTS

ANNOUNCEMENT

FOR THE YEAR ENDED 31 MARCH 2025

1
Disclaimer

This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (the ‘Company’)

To the maximum extent permitted by law, the Company, its affiliates and each of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents will not be liable

(whether in tort (including negligence) or otherwise) to you or any other person in relation to this presentation.

Information

This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does

not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product

disclosure statement under the Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth).

This presentation should be read in conjunction with the Company’s Annual Report for the period ended 31 March 2025, market releases and other periodic and continuous disclosure announcements,

which are available at www.nzx.com, www.asx.com.au or infratil.com/for-investors/.

Not financial product advice

This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a recommendation to acquire the Company’s securities and has been prepared without taking

into account the objectives, financial situation or needs of prospective investors.

Future Performance

This presentation may contain certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future earnings,

financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies outside of the Company’s control, and the Company gives no representation, warranty

or assurance that actual outcomes or performance will not materially differ from the forward-looking statements.

Non-GAAP Financial Information

This presentation contains certain financial information and measures that are “non-GAAP financial information” under the FMA Guidance Note on disclosing non-GAAP financial information, "non‐IFRS

financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by the Australian Securities and Investments Commission (ASIC) and are not recognised under New

Zealand equivalents to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International Financial Reporting Standards (IFRS). The non-IFRS/GAAP financial

information and financial measures include Proportionate EBITDAF, EBITDAF and EBITDA. The non-IFRS/GAAP financial information and financial measures do not have a standardised meaning prescribed

by the NZ IFRS, AAS or IFRS, should not be viewed in isolation and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or IFRS, and therefore,

may not be comparable to similarly titled measures presented by other entities. Although Infratil believes the non-IFRS/GAAP financial information and financial measures provide useful information to

users in measuring the financial performance and condition of Infratil, you are cautioned not to place undue reliance on any non-IFRS/GAAP financial information or financial measures included in this

presentation.

Proportionate Operational EBITDAF shows Infratil’s operating costs and its share of the EBITDAF of the companies it has invested in, excluding renewable development companies (Gurīn Energy, Galileo,

Mint Renewables). It excludes discontinued operations, acquisition or sale-related transaction costs and management incentive fees. EBITDAF represents consolidated net earnings before interest, tax,

depreciation, amortisation, financial derivative movements, revaluations, and gains or losses on the sales of investments. Further information on how Infratil calculates Proportionate EBITDAF can be found

in the Appendix.

No part of this presentation may be reproduced or provided to any person or used for any other purpose without express permission.

Infratil FY2025 Full Year Results Presentation
NAVIGATING

BEYOND

THE NOISE

Jason Boyes - Infratil CEO

Andrew Carroll - Infratil CFO


Portfolio Overview full year Highlights

P O R T F O L I O O V E R V I E W

& F U L L Y E A R H I G H L I G H T S

Group Financial performance

G R O U P F I N A N C I A L

P E R F O R M A N C E

01

02

Portfolio Company Updates

P O R T F O L I O C O M PA N Y

U P D AT E S

03


Guidance liquidity

G U I D A N C E

& L I Q U I D I T Y

Portfolio Strategy outlook

P O R T F O L I O S T R AT E GY &

O U T L O O K

04

05


Concluding remarks Questions

C O N C L U D I N G R E M A R K S

& Q U E S T I O N S

06

PORTFOLIO OVERVIEW & FULL YEAR HIGHLIGHTS
SECTION 1

4
We are an infrastructure investment company that actively invests in ideas that matter

Infratil overview

Infratil (IFT.NZX, IFT.ASX)

•Market capitalisation of NZ$10.0bn

1

(US$5.8bn)

•S&P NZX50, ASX300, and MSCI Global Standard Index member

•Founded in 1994

A unique value-add infrastructure investment company

•Current investments focused on four high conviction sectors;

digital infrastructure, renewables, healthcare and airports

•Active portfolio construction and management with multiple

pillars of value creation over time

•Unique management partnership with Morrison, benefitting

from Morrison’s extensive global capabilities

With a track record of delivering strong returns

•Infratil continues to outperform its target of shareholder returns

of 11-15% per annum on a rolling 10-year basis

Infratil has delivered a 18% TSR since inception

1,2

15FY16FY17FY19FY20FY21FY18FY22FY23FY24FY25FY26

-50%

0%

50%

150%

400%

250%

450%

100%

500%

300%

550%

200%

350%

600%

IFT

NZX 50

ASX 200

Cumulative annual return (%)

Period

1

IFT TSR

5 – year

23.9%

10 – year

17.0%

20 – year

13.9%

Since inception

18.0%

Digital

Renewables

HealthcareAirports

1

Market capitalisation and Returns are calculated to 31 March 2025

2

Chart source: Capital IQ

66%

8%

21%

5%

5
Merger of Contact Energy and Manawa is on track for completion in the first half of FY26 at

an attractive valuation for both parties, bringing material portfolio flexibility and optionality

Acquired an additional stake in CDC alongside the Future Fund, increasing Infratil’s

governance rights. The transaction price, set through a competitive third-party process,

implied a 30% uplift on CDC’s prior independent valuation

Infratil added to both the MSCI Global Standard Index and the ASX300, broadening access

to new global investors

One NZ exceeded guidance through disciplined execution in a challenging environment,

with good progress on key strategic priorities

Longroad delivered its most significant year yet, with 1.3GW completed and a further 1GW+

under construction across the U.S.

Gurīn Energy's US$2-3 billion Project Vanda received conditional approval from the

Singapore Energy Market Authority and over 70% of land required secured

Through the noise, pleasing progress on multiple strategic initiatives

Portfolio highlights

1

As at 31 March 2025

Available Capital

Market Capitalisation

Group Assets

NZ$18.3 billion

1

Up 29% from NZ$14.2 billion at the end of FY24

NZ$10.0 billion

1

incl. NZ$1,275 million raised at $10.15 a share

NZ$1,438 million

1

Up from NZ$820 million at the end of FY24

6
Infratil and key portfolio companies - One NZ, CDC, Wellington Airport, Kao Data and

Manawa – released updated climate and sustainability disclosures during the period

Both One NZ and Wellington Airport have formally committed to setting Science Based

Targets initiative (SBTi) emissions reduction targets, joining Infratil in aligning with global

best practice

Infratil has engaged with all portfolio companies using a new assessment framework

developed by Morrison to mature their approach to managing modern slavery risk

FY25 GRESB assessments are underway, with Infratil and 100% of portfolio companies

participating for the third year running. Infratil’s FY2024 GRESB score was 86, up 4%

Engagement with ESG rating providers remains a priority, especially following Infratil’s

inclusion in the ASX300 and MSCI Global Standard Index – both of which heighten visibility

and the relevance of ESG benchmarks

Infratil holds an MSCI ESG Rating of AA (up from A in July 2024). As of May 2024, Infratil’s

Morningstar Sustainalytics ESG Risk Rating was 8.5 (Negligible Risk), compared to 43.9 in

2022

Renewable Generation

Our focus on sustainability – part of investing wisely – is flowing through to ratings and real-world impacts

Sustainability highlights

1

Total Recordable Injury and Loss Time Injury Frequency Rates, based on 200,000 hours on a weighted average basis by employees

2

Infratil and its portfolio companies on a proportionate basis

One NZ Emissions & e-waste

Health, Safety & Community

LTIFR

1

0.6 (FY24: 0.7)

TRIFR

1

1.2 (FY24: 1.2)

Community investment

2

$3.8m (FY24: $3.6m)

emissions (>7,000tCO

2

e)

Scope 1&2 market-based emissions yoy

operational e-waste processed

97.5% diverted from landfill

87% lower

66 tonnes

enough to power the equivalent of

900,000 New Zealand homes, up 7%

6,460GWh

GROUP FINANCIAL PERFORMANCE
SECTION 2

8
33

59

15

26

FY24

EBITDAF

CDCOne NZ

(28)

Manawa

Energy

Wellington

Airport

Other

(27)

CorporateFY25

EBITDAF

908

986

Proportionate operational EBITDAF

1

for was $986 million which is towards

the upper end of guidance

Operating earnings growth reflects strong contributions from CDC, One NZ,

RetireAustralia and Wellington Airport compared to the prior period. The

uplift relative to FY24 also reflects a full period of One NZ ownership.

Excluding Manawa and normalising FY24 for a full year of One NZ ownership,

Operational EBITDAF increased 5.8% on FY24

Proportionate development EBITDAF for the period was a loss of $69 million,

an increase of 56% on prior year as development platforms continue to invest

Proportionate capex increased to $2.4 billion, up 39% from FY24, driven

primarily by increased development at CDC

Infratil directly invested $939 million into assets in the year. The largest

investment in the period was $494 million into CDC

Proportionate operational EBITDAF (NZ$m)

Stronger operating results from key investments alongside accelerating portfolio capital expenditure

Financial performance highlights

$2,389 million

Up 39% from FY24

Proportionate capital expenditure

($69 million)

Up 56% from FY24

Proportionate development EBITDAF

$986 million

Up 8.6% from FY24

Proportionate operational EBITDAF

$939 million

Down 58% from FY24

Infratil investment

1

Further information on how Infratil calculates Proportionate EBITDAF can be found in the appendix including a reconciliation to net profit after tax

9
Valuation & incentive fees

Infratil’s total portfolio asset value has increased to $18.3 billion, a

$4.1 billion increase over the FY2024 portfolio asset valuation of

$14.2 billion

–this includes $938.6 million of direct investment by Infratil

Infratil has accrued a $350.6 million incentive fee, primarily driven by the

outperformance of CDC and Gurīn, offset by Longroad Energy and

RetireAustralia, which is payable over three years

oThe CDC valuation has increased by 64% on the prior year driven by

material contract wins, an equity raise, and in the last quarter an auction

process involving third parties establishing a new valuation benchmark

oThe carrying value of RetireAustralia was reviewed against market-based

comparables and other benchmarks at 31 March 2025 to estimate the

fair value of Infratil’s investment. The current valuation implies a price to

book multiple of 0.74x

An incentive fee of $202 million is payable to Morrison in FY2026,

$80 million of which will be paid via the issue of Infratil scrip

More information including the basis for the valuations is included in the

appendix of this pack

183

145

61

160

85

256

83

43

310

26

Gurīn EnergyKao DataGalileoLongroad EnergyManawa EnergyOne NZ

18,304

CDC

2,829

OtherProperty

(25)

FY24

portfolio

asset

value

Wellington AirportRetireAustralia

(60)

FY25

portfolio

asset

value

Qscan GroupRHCNZ

14,209

Portfolio asset valuation (NZ$m)

Recent transaction has provided an updated lens on CDC’s value

10
Final unimputed dividend of 13.25 cents per share

Record date of 12 June 2025 (ex-dividend date of 11 June 2025)

Payment date of 2 July 2025

The NZD/AUD exchange rate used for the payment of Australian dollar

dividends will be set on 12 June 2025

Dividend reinvestment plan (DRP)

There will be a 2% discount offered for the FY25 final dividend

Dividend reinvestment plan application forms must be in by

13 June 2025

Trading period for setting price for DRP is 16 June 2025 to 30 June

2025. DRP strike price will be announced on 1 July 2025

Ordinary dividends (CPS)

Final unimputed dividend of 13.25 cps, brings the total FY25 dividend to 20.5 cps, up 2.5% from FY24

Final dividend

13.25 CPS

2.5% increase on FY24 total

2% discount

On the 10-day VWAP to 30 June 2024

12 June 2025

Payment date of 2 July 2025

DRP strike priceRecord dateFinal dividend

6.25

6.50

6.75

7.00

7.25

11.50

12.00

12.50

13.00

13.25

FY21AFY22AFY23AFY24AFY25A

Interim dividendFinal dividend

CDC DATA CENTRES
DIGITAL INFRASTRUCTURE

% of the portfolio

40%

Valuation

$7.2 billion

Initial Investment

September 2016

IRR since inception

38.7% p.a.

12
268

318

372

2,454

453

1,629

FY24AFY25AMay 25Under

construction

Future buildTotal capacity

Year in review

EBITDAF for the year was A$330 million, up A$59 million (22%) from the prior

year, driven by commissioning across Melbourne and New Zealand and higher

utilisation across existing data centres

Record contracting year, securing over 230MW of new customer contracts, of

which a little over half are in the form of reservations, across multiple

geographies

CDC now delivers, or is contracted to deliver, capacity to all the top Western

global cloud service providers - establishing trusted relationships that support

further contract wins

Weighted Average Lease Expiry including customer options remained strong at

~30 years

104MW has become operational and a further 141MW

1

has commenced

construction, including Marsden Park, one of the largest data centre campuses

in the Southern Hemisphere, and Laverton, CDC’s second campus in Victoria

These campuses have the potential to add ~1GW of capacity between them,

contributing to the forecast build capacity to 2034 doubling from 1.2GW to

2.5GW

Strong support from lenders and investors, with A$2.4 billion raised through a

combination of debt (A$1.5 billion) and equity (A$900 million) to fund

expanding development pipeline

Existing capacity and future growth (MW)

Record contracting year, significant build programme on track

CDC

230MW+ of additional

capacity contracted

(incl. reservations)

372MW of operating

capacity

Operating assets

•Melbourne – 226MW

•Sydney – 168MW

•Canberra – 58MW

As at 28

th

May 2025

1

New capacity commencing construction between 1 April 2024 and 28 May 2025

13
Outlook

FY2026 EBITDAF guidance of A$390 million-A$410 million, up 21% at the

midpoint, as rephasing by customers pushed some growth in to FY2027

As a result of this and new contracts signed last year, CDC expects to double

its EBITDAF over the next two years (FY2026/27), with approximately 80% of

forecast revenue contracted

Significant build programme continues, with 453MW under construction as at

May 2025, with the potential for up to five data centres to become revenue

generating over the next 12 months

FY2026 capital expenditure guidance of A$1.6 billion–A$1.8 billion, in line

with customer rephasing

Have not contracted all of the 400MW expressed in June 2024; however, CDC

sees demand moving rather than disappearing

Deep pipeline of customer engagements continues: from advanced

negotiations to earlier stage conversations, as customer requirements and

customer types are constantly evolving

Outlook for data centre demand remains robust, and CDC remains well

positioned to capture growth in cloud and AI workloads

CDC’s strength across Government and National Critical Infrastructure

customers continues to be an important point of difference

Infratil expects to commit ~A$250 million within the next 12 months to fund

the future build, alongside similar amounts from the other shareholders and

CDC’s ongoing debt funding programme

EBITDAF (A$m) & Margin (%)

Well set for strong multi-year growth as data centre demand continues to expand

CDC

EBITDAF guidance

A$390-A$410 million

80% of forecast revenue

over the next two years is

contracted

161

215

271

330

75%

77%

76%

74%

FY22AFY23AFY24AFY25AFY26G

EBITDAMargin %

390 - 410

One NZ
DIGITAL INFRASTRUCTURE

% of the portfolio

20%

Valuation

$3.7 billion

Initial Investment

July 2019

IRR since inception

21.5% p.a.

15
Year in review

EBITDAF of $604.8 million, up 1% on the prior year and slightly ahead of guidance

midpoint, despite a challenging economic backdrop. EBITDAF margin improved to

31%

–Recurring revenue up $25 million on prior year, with strong contributions from

Consumer Mobile and Wholesale segments

–Performance partially offset by expected declines in legacy fixed services and

ongoing competition in parts of the Enterprise segment

–Supported by continued execution on cost discipline and simplification

Improved cash flow positionafter absorbing one offspend associated with DEFEND

investment and Dense Air spectrum

Satellite TXT, launched in December 2024 in partnership with SpaceX, now has

380k+ active users, sending over 12,000 messages/day, providing unmatched

emergency and rural coverage

Executed mobile product simplification, consolidating legacy postpay plans and

expanding the One Wallet loyalty programme to drive retention

EonFibre launched, now the second-largest B2B fibre provider in NZ, with EBITDAF

of approximately $50 million

AI acceleration programme established to enhance service and operational

efficiency

IT transformation programme on track, delivering Phase 1 focused on prepay and

setting the foundation for future simplification and efficiency

Revenue (NZ$m)

Disciplined execution in a challenging environment, supported by simplification and cost control

One NZ

667

735

783

815

404

364

354

347

197

226

222

211

199

209

212

223

500

451

425

325

1,967

1,984

1,996

1,921

FY22AFY23AFY24AFY25A

MobileConsumer FixedEnterprise

WholesaleProcurement & Other

Mobile ARPU $34.82

Up from $33.10 in FY24

Consumer and SME

fixed ARPU $75.44

Up from $74.01 in FY24

16
Outlook

EBITDAF guidance of $595-$625 million, up ~1% on FY2025, reflecting

ongoing growth in Consumer Mobile - leveraging investment in SpaceX and

One Wallet - and Wholesale, supported by ongoing cost management and

continued ARPU uplift through pricing adjustments

–Guidance is inclusive of circa $25 million of incremental discretionary

expenditureon SpaceX, AI acceleration and property relocation costs

Capital expenditure guidance (excluding spectrum and head office relocation

capex) of $235-$265 million. Capital intensity is expected to normalise to

~11% over the medium term as network and IT investment tapers

Disciplined 5G rollout remains a focus, with 62% population coverage as at

March 2025. 3G network shutdown, targeted from December 2025, will free

up spectrum to enhance mobile network performance and efficiency

Continuing to target mid-30% EBITDAF margins in the medium term, under-

pinned by scale benefits, product simplification, and long-term cost efficiency

IT transformation remains a key enabler, with benefits including lower

operating costs and improved customer experience. Product rationalisation

and customer migration to in-market plans are well progressed

AI initiatives, including working with partners to deploy AI agents at scale, will

further lift operational productivity and service quality

EBITDAF (NZ$m) & Margin (%)

Well-placed to capture operational upside from T-One, AI and simplification initiatives

One NZ

481

528

600

605

24%

27%

30%

31%

FY22AFY23AFY24AFY25AFY26G

EBITDAFMargin %

595 - 625

EBITDAF guidance

$595-$625 million

Capex guidance

$235-$265 million

LONGROAD ENERGY
RENEWABLES

% of the portfolio

12%

Valuation

$2.1 billion

Initial Investment

October 2016

IRR since inception

55.2% p.a.

18
1.8GW

3.2GW

1.3GW

0.5GW

FY24AFY25AUnder

Construction

FY26FY27

~1.5GW

FY28FY28

Operating

target

1.0GW

~1.5GW

~8.5GW

Year in review

EBITDAF of US$45 million

1

, down US$11 million (19%) from the prior year, primarily

driven by prior year outperformance from the Prospero 1 & 2 projects

Revenue arrangements signed for 1.4GW of new projects, with 400MW under

construction and the remaining 1.0GW expected to close by end of FY2026. A further

0.5GW is in advanced negotiation expected to close in FY2027 (total of 1.9GW)

Construction momentum continues, with 1.4GW completed during the year, 434MW

(Serrano) completed in early FY2026, and a further 0.6GW (1000 Mile – 400MW,

Sun Pond – 197MW) forecast to reach completion in late FY2026/early FY2027

Longroad has been preparing for Inflation Reduction Act (IRA) reform by safe

harbouring FY2026/27 projects preserving access to existing tax credits. Based on

legislation passed last week:

–All FY2026 projects (1.3GW) and 0.5GW of FY2027 already safe harboured, working

to complete safe harbouring all FY2027 and 2028 projects by September (additional

~2.5GW)

–Confident can meet new placed in service deadline of 31 December 2028 for

~2.4GW of FY2026/27 projects, some uncertainty on remaining ~0.4GW and FY2028

–Whilst the Big Beautiful Bill has passed the House, it remains subject to Senate

changes – positive or negative

Impact of Liberation Day tariffs on Longroad expected to be minimal except battery

storage (BESS), which relies heavily on Chinese imports. Looking to use current tariff

pause to import BESS for FY2026 projects (~0.4GW). FY2027 includes ~0.5GW of BESS.

Higher PPA pricing likely required to maintain project economics on BESS

Construction and safe harbouring progress (GW)

Record year completing 1.4GW of construction, and positioning for further growth

Longroad Energy

1.4GW of new generation

completed in FY25

0.6GW across three

projects under construction

1.For the year ended 31 March 2025

1000 Mile (400MW) & Sun Pond (197MW)

Serrano (434MW) completed in early FY2026

1.8GW safe harboured today

~2.5GW targeting Sep-25 for safe harbouring

Operating assets

FY28 Operating asset target

Construction and safe harbouring progress

19
Longroad Energy

3.5GW

0

1

2

3

4

5

6

7

8

9

-

200

400

600

800

1,000

CY23A

3.8GW

CY24A

5.5GW

CY25F

7.0GW

CY26F

~8.5GW

CY27F

Outlook

FY2026 EBITDAF guidance of US$110 million-US$120 million

1

, up 155% at the

midpoint

Targeting Opco run-rate EBITDA

2

at 31 March 2026 of ~US$370 million, driven by:

–~US$60 million from the full year contribution of projects that just achieved

operations and the current under construction projects;

–~US$95 million from the 1.3GW of capacity that is projected to close and start

construction during the year; and

–Add back of ~US$100 million of all corporate overheads and development

related costs (split 50/50)

Projecting to reach Opco run-rate EBITDA target of US$600 million by December

2027 with 8.5GW (vs 9.5GW estimated in 2024), as project economics have

improved. Still in reach, with CY2025/26 projects set to take the Opco run-rate

EBITDA to ~US$500 million

–Remaining ~US$100 million requires a further ~1.5GW by FY2028/CY2027;

–Assessing another ~3GW+ of additional projects that could also potentially be

brought forward, which would provide additional coverage

Although significant volatility to be navigated, market fundamentals remain strong.

US power demand growth continues at historical highs, supporting PPA volumes

and pricing to maintain project economics, particularly for BESS. Solar remains the

cheapest and fastest additional source of generation, and needed to meet demand

Opco run-rate EBITDA

2

(US$m)

Earnings growth arrives, with more to come, although significant volatility to navigate

Development pipeline

increased to 30GW+

High confidence in 0.9GW

of solar-only projects

achieving FNTP in FY26

1.Guidance prepared in alignment with the Infratil financial year of 31 March 2026

2.Opco run-rate EBITDA calculated based on 5-year average EBITDA once projects reach operational status and recognised in Opco run-rate EBITDA total based on year of financial close, adding back

all corporate overheads and development related costs

Opco run-rate EBITDA CY2027 Target

Opco run

-

rate EBITDA

Operating projects

Projects to be constructed, seeking PPAs and

safe harbouring by Sep-25

Projects to be constructed with PPAs signed or

advanced, almost all safe harboured

Projects under construction

Potential projects to be brought forward

Future operating projects

Generation capacity, including under construction

(Excludes bring forward projects)

OTHER PORTFOLIO ENTITIES

21
First project has reached operation and revenue generation showing a step change in maturity

Gurīn Energy

75MW of operating

generation

6.6GW development

pipeline across five

markets

Year in review

Delivered first operational project, the 75MW Palauig Solar Power Plant in the

Philippines. The project is 100% owned and underpinned by a 20-year PPA

Advanced development of two additional solar projects in the Philippines,

including a 39MW project now in construction and a 70MW project at early-

stage development

Significant progress on Project Vanda (US$2-3 billion capex, 2.2GW of installed

solar capacity and 1.2GW of battery storage), including receipt of a conditional

licence and securing over 70% of land required

Expanded presence in Japan, opening a local office and progressing a 500MW

battery storage pipeline with grid access secured for the first 240MW project

Outlook

Although still highly conditional, Project Vanda remains a priority, requiring

~US$500 million of equity but with potential to create US$500 million+ of value

Targeting final investment decision late 2025 and financial close in the first half

of 2026. Next steps include critical Indonesian and final Singapore approvals,

completing marine surveys, EPC contracting, and securing offtake and financing

Strengthened governance with the appointment of former Indonesian Foreign

Affairs Minister, Her Excellency Retno Marsudi as a Non-Executive Director

Pipeline continues to grow, with diligence underway on over 1.3GW of potential

solar and storage capacity across Thailand, the Philippines, and South Korea

The Palauig Solar Power Plant, Zambales Province, Philippines

22
Barium Bay floating offshore wind project (internal render)

Year in review

Increased pipeline to 16.1GW across 10 European markets covering PV (27%),

BESS (26%), onshore wind (36%), and offshore wind (11%) technologies

Demonstrated value realisation and capital recycling through the sale of smaller

solar PV projects in Italy, an equity stake in rooftop solar platform Enviria

(Germany), and a 40MW BESS project in the UK

Advanced negotiations underway for a further 100MW BESS sale in Italy

Barium Bay, a 1,100MW floating offshore wind project in Italy, has received

Environmental Impact Assessment approval – the largest approval to date

Outlook

Demand for renewables in Europe is expected to continue, supported by

increased power needs from AI and data centres, rising energy and data

sovereignty, and ongoing net zero policy commitments

Galileo’s development-stage pipeline remains largely insulated from current

trade and tariff risks, with flexible procurement and minimal near-term supply

chain exposure

Focus remains on advancing its high-quality, technology-diverse pipeline while

selectively crystallising value through asset sales and partnerships

Construction to begin shortly on two solar PV projects in Italy totalling 8MW

First project exit marks a new phase of growth as pipeline scales across Europe

Galileo Green Energy

48MW of project sales

in FY2025

16.1GW development

pipeline across

10 markets

23
Year in review

Near-term capacity and AI-ready design position Kao to capture demand in a constrained London market

Kao Data

Kao Data Harlow Campus

29MW of operating

capacity

72MW development

pipeline

EBITDAF of £4.3 million, up from (£2.6) million in the prior period, driven by

improved data centre utilisation

Against a backdrop of more deliberate customer leasing, ability to offer near-

term availability in a constrained London market is a key differentiator

Evolved ‘engineered for AI’ design for new developments, enabling next-

generation high-density compute with hybrid cooling solutions

All of the completed phases of KLON-02 have been sold to customers with

strong pipeline for the remaining phases (6.6MW) completing in 2025

Commenced expansion of Harlow campus with KLON-03, a 17.6MW facility

designed for GPU-accelerated AI workloads and rack densities of up to

130kW

Outlook

Positioned for continued growth with strategic expansions, capitalising on

sector tailwinds including increasing cloud and AI adoption, evolution of

GPUaaS cloud, supply constraints and a renewed focus of the UK government

to seize and invest in the AI opportunity

Data centre portfolio now exceeds 125MW of capacity across operational,

under-development, and planned future builds

Manchester site development continues alongside advancing customer

conversations

24
EBITDAF (NZ$m) & Margin (%)

Earnings growth underpinned by new clinics and a continued shift toward higher-value modalities

RHCNZ Medical Imaging

164 radiologists

Up 1 from FY24

73

109

115

126

37%

35%

34%

34%

FY22AFY23AFY24AFY25AFY26G

EBITDAMargin

130 - 150

Year in review

EBITDAF for the year was $125.9 million, up from $115 million (9%) on the

prior year, driven by strong organic volume growth, a continued shift towards

higher-value modalities, and the opening of new clinics

Focus on enhancing strategic relationships with key funders, operational

efficiency drivers, including continued investment in technology capability

and rollout of several AI applications

Three new clinics have opened: two in Hamilton and one in Tauranga –

New Zealand’s largest comprehensive radiology site, including PET-CT

capability

Outlook

FY2026 EBITDAF guidance of $130 million-$150 million, up 11% at the

midpoint

Engaged in constructive discussions with its three major funders - ACC, Health

New Zealand Te Whatu Ora, and Southern Cross Healthcare

New flagship clinics in Auckland and Dunedin Central will strengthen RHCNZ’s

presence in key urban markets, supporting both public and private demand

Rollout of single-worklist functionality and additional AI-enabled workflow

enhancements to support radiologist efficiency and experience

Further collaboration with Qscan, capturing the benefits of scale to expand

opportunities in teleradiology, which is experiencing significant demand

72 clinics

Stable from FY24

25
57

56

68

77

25%

21%

23%

24%

FY22AFY23AFY24AFY25AFY26G

EBITDAMargin

EBITDAF (A$m) & Margin (%)

Strong performance driven by technology-enabled innovation to enhance productivity and experience

Qscan

80 - 95

164 radiologists

Up 29 from FY24

74 clinics

Down 3 from FY24

Year in review

EBITDAF for the year was A$77.2 million, up A$9 million (14%) from the prior

year, driven by:

–Yield expansion, supported by Medicare indexation, a continued shift

towards higher-value modalities, and a revised pricing strategy

–Productivity gains, supported by Qscan’s AI-enabled reporting platform,

operating leverage, and improved workforce efficiency

Strong growth in Qscan’s radiologist workforce, reflecting the business’s

reputation as a high-quality, technology-enabled workplace of choice

Successful refinancing of A$445 million debt facility and meaningful distribution

to shareholders, reflecting momentum and thoughtful capital management

Outlook

FY2026 EBITDAF guidance of A$80 million-A$95 million, up 14% at the

midpoint

Further development of Qscan’s technology platform, with continued AI

integration to enhance productivity and improve the experience for doctors,

referrers, patients, and staff

Recent Government policy settings reinforce the long-term outlook with

Medicare indexation increases confirmed for FY2026

Delivery of strategic growth initiatives, including greenfield and brownfield

developments, acquisitions, and expansion of the teleradiology platform

26
Year in review

High occupancy and resident satisfaction reflect strong demand for quality retirement living

RetireAustralia

29 villages

96.2% occupancy

1.Underlying Profit is an unaudited non-GAAP measure used by RetireAustralia which removes the impact of unrealised fair value movements on investment properties, impairment of property, plant and equipment,

one-off gains and deferred taxation, while adding back realised resale gains and realised development margins

Tarragal Glen, Central Coast

Underlying profit

1

reached A$80 million, an A$1.0 million increase on the prior

year supported by strong resale performance and village price increases, offset

by lower development settlements

430 settlements were completed - 374 resales and 56 new development unit

settlements. Resales down from prior year due to limited stock availability

Resale proceeds averaged A$205k per unit, up from A$191k in FY24, reflecting

strategic pricing and unit mix. New unit prices exceeded A$1 million on average

Portfolio occupancy remains high at 96.2%, with waitlists across 26 of 29

villages, reflecting sustained demand

Resident satisfaction remains high with 87% of residents and 88% of home care

customers satisfied with village life and home care services respectively

Completed a major milestone - The Verge at Burleigh, a 168-apartment village

featuring RetireAustralia’s first integrated Care Hub

Outlook

Development pipeline exceeds 750 units, with 187 units currently under

construction across three active projects: Tarragal Glen, Carlyle Gardens, and

the new Arcadia Retirement Living community in Yeronga

FY26 settlement guidance of 450-475 units, including 75-85 new development

settlements as remaining units at The Verge and The Green are sold down and

the Tarragal Glen expansion completes

27
Year in reviewEBITDAF (NZ$m) & Margin (%)

Despite challenges with passenger volumes, PSE5 and diversified income streams supported growth

Wellington Airport

4.5 million domestic

passengers in FY25

Down 3.9% on FY24

0.8 million international

passengers in FY25

Up 7.4% on FY24

56

90

107

130

62%

68%

71%

74%

FY22AFY23AFY24AFY25AFY26G

EBITDAMargin %

125 - 135

EBITDAF for the year was $130.2 million, up $23 million (22%) from the

prior year, driven by:

–Strong international recovery, with passenger volumes up 7.4%, and

expanded seat capacity on Brisbane and Melbourne routes

–Improved commercial returns across aeronautical and non-aeronautical

income streams, supported by key new tenants in the property portfolio

$117.4 million of capital expenditure delivered in the year, including

progress on EMAS runway safety system, new carpark, terminal and retail

upgrades, and enabling works for future expansion

Successful $125 million retail bond issue and expanded bank facilities to

fund transformational infrastructure investment

Outlook

FY2026 EBITDAF guidance of $125 million-$135 million, flat at the midpoint

FY2026 expected to see continued international growth, while domestic

recovery remains constrained by airline fleet availability

Staged delivery of 5-year, $500 million infrastructure programme underway,

including EMAS runway safety system, new car park, upgraded terminal and

new Airport Fire Station

GUIDANCE AND LIQUIDITY
SECTION 4

29
Proportionate Operational EBITDAF (NZ$m)

Data points are shown at the midpoint of guidance – and should therefore be considered indicative

(47)

Manawa Energy

FY25A

Normalised

CDCOne NZLongroad Energy

FY26G

CorporateOtherWellington AirportQscan GroupRHCNZ

986

940

1,000 – 1,050

FY25A

FY2026 Proportionate Operational EBITDAF guidance range set at NZ$1,000 to $1,050 million

FY2026 Guidance – Proportionate EBITDAF

FY2026 guidance up circa 9% on FY2025 (normalised for Manawa

Energy)

Key guidance assumptions (at 100%) include:

–CDC EBITDAF of A$390 million–A$410 million

–One NZ EBITDAF of $595 million–$625 million

–Longroad Energy EBITDAF of US$110 million–US$120 million

–Wellington Airport EBITDAF of $125 million–$135 million

–Qscan EBITDAF of A$80 million– $95 million

–RHCNZ EBITDAF of $130 million–$150 million

–Corporate costs of $125 million–$135 million

Proportionate Development EBITDAF Guidance

Gurīn, Galileo, and Mint development costs at an EBITDAF loss of

NZ$85-$105 million (IFT Share)

Proportionate Operational EBITDAF guidance

1.The following forecast exchanges rates are assumed for the purposes of currency translation in the guidance calculation NZD/AUD 0.9066, NZD/USD 0.5693, NZD/EUR 0.5397, and NZD/GBP 0.4626

2.Guidance is based on Infratil management’s current expectations and assumptions about trading performance, is subject to risks and uncertainties, and dependent on prevailing market conditions

continuing throughout the outlook period. Guidance is based on Infratil’s continuing operations and excludes the impact of any transactions announced in the period. Note that guidance excludes

Manawa Energy

30
FY2026 Proportionate Capital Expenditure guidance range set at NZ$2.2 billion to $2.6 billion

FY2026 Guidance – Proportionate Capital Expenditure

Key guidance assumptions (at 100%) include:

–CDC capex of A$1,600 million–A$1,800 million

–One NZ capex of $235 million–$265 million

–Kao Data capex of £150 million-£200 million

–Longroad Energy capex of US$800 million–US$1,000 million

–Wellington Airport capex of $90 million–$120 million

–Qscan and RHCNZ capex of $45 million-$55 million (IFT Share)

–RetireAustralia capex of A$210 million–A$240 million

–Gurīn, Galileo, and Mint capex of $200 million-$250 million (IFT Share)

1.The following forecast exchanges rates are assumed for the purposes of currency translation in the guidance calculation NZD/AUD 0.9066, NZD/USD 0.5693, NZD/EUR 0.5397, and NZD/GBP 0.4626

2.Guidance is based on Infratil management’s current expectations and assumptions about trading performance, is subject to risks and uncertainties, and dependent on prevailing market conditions

continuing throughout the outlook period. Note that guidance excludes Manawa Energy

Proportionate Capital Expenditure guidance Proportionate Capital Expenditure (NZ$m)

(27)

Manawa Energy

FY25A

Normalised

CDCOne NZLongroad EnergyQscan and RHCNZ

FY26G

Other

2,389

2,362

2,200 – 2,600

Kao DataRetireAustralia

Gurin,

Galileo,

and

Mint

Wellington Airport

FY25A

Data points are shown at the midpoint of guidance – and should therefore be considered indicative

31
Net debt and gearing %

Strong credit profile and significant flexibility to support investment opportunities across the portfolio

Funding and liquidity

Significant balance sheet flexibility to support additional capital

investment across FY2026/FY27

$170 million of net new bonds issued in FY25 with the issue of IFT350

and IFT360

Weighted average cost of debt of 5.33% and a weighted average tenor

of debt

2

of 3.2 years

1.Gearing is total net debt over total capital

2.Drawn debt excluding Perpetual IFTHAs

31 March ($Millions)20242025

Net bank debt

$791.8 $544.8

Infrastructure bonds

$1,241.1 $1,411.1

Perpetual bonds

$231.9 $231.9

Total net debt

$2,264.8 $2,187.8

Market value of equity

$9,066.7 $10,048.7

Total capital

$11,331.5 $12,236.5

Gearing

1

20.0% 17.9%

Undrawn bank facilities

$800.9 $1,365.6

100% subsidiaries cash

$19.2 $71.9

Liquidity available

$820.1 $1,437.5

164

156

102

146

273

365

204

200

292

125

193

253

446

125

110

239

232

FY26FY27FY28FY29FY30FY31FY32>FY32

BondsBank Debt DrawnBank Debt Undrawn

Acquisition FacilitiesIFTHA

Debt maturity profile (NZ$m)

1,181

1,775

1,715

623

725

2,265

2,188

34%

41%

25%

9%

10%

20%

18%

0%

5%

10%

15%

20%

25%

30%

35%

40%

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

FY19FY20FY21FY22FY23FY24FY25

Net debtGearing

PORTFOLIO STRATEGY & OUTLOOK
SECTION 5

33
Restating our portfolio strategy and approach

Ideas that matter

Portfolio

construction

approach

Target returns

Infrastructure characteristics Attractive global thematics

Pillar 2: Mature growth platforms

Scaled businesses, more

concentrated to drive returns

Pillar 1: Cashflow generators

Scaled business with enough

diversity for stability

Pillar 3: Future growth platforms

Multiple smaller businesses that

can scale to $1bn+ over 3-5 years

11–15% p.a. target portfolio returns per annum over a rolling 10-year period

Realised 10-year return of 17% p.a., and 18% p.a. over 31 years since inception

Active portfolio

management to

maintain growth

through cycles

•Drive operational excellence

•Dynamically allocate capital from cash flow

generators to best 15%+ IRR growth opportunities

•Identify new opportunities and emerging trends to

optimise cash flow and growth pillars

•Manage balance of cash flow and growth pillars and

overall portfolio breadth as assets evolve

34
Portfolio remains well-positioned for growth, with clear priorities ahead

Outlook and medium-term strategic objectives

Identify and scale our growth platforms beyond CDC and Longroad

Gurīn Energy and other opportunities are poised for growth

Success would see CDC maintain its relative portfolio weighting

Divest businesses unlikely to scale under our ownership and reinvest

We expect over $1 billion in proceeds

Balance Infratil’s operating cash flow and dividends

Portfolio company distributions should cover fixed costs and dividends, supported by

deleveraging, growing free cash flow from One NZ and the completion of CDC and

Longroad’s current build programmes

Expect incentive fees to be funded by investment realisations

Continue to broaden our shareholder base to support future scale

Supported by inclusion in key global indices

QUESTIONS

SUPPORTING MATERIALS
INFRATIL FY2025 FULL YEAR RESULTS PRESENTATION

37
Portfolio composition at 31 March 2025

Focus on four high-conviction platforms, across a geographically diverse portfolio of companies

37.2%

38.0%

73.0%

51.1%

2

95.0%

49.8%

1

20.0%

99.9%

54.0%

51.8%

57.2%

50.0%

66.0%

66% portfolio21% portfolio8% portfolio5% portfolio

ShareholdingShareholdingShareholdingShareholding

1.Infratil has agreed to acquire an additional 1.58% of CDC’s ordinary shares for A$220.2 million, taking Infratil’s ownership on settlement to 49.8%

2.Infratil remains committed to support Contact Energy’s proposed acquisition of 100% of Manawa. If the Scheme proceeds as announced, and subject to any pre-completion dividends, Infratil’s gross cash proceeds

from the sale will be approximately NZ$186 million and following completion we will own approximately 9.5% of Contact Energy

38
Overview

The table represent Infratil’s proportionate share of an asset's independent valuation,

market value, or book value

CDC, One NZ, Kao Data, Longroad Energy, Gurīn Energy, Galileo, Mint Renewables,

Qscan, RHCNZ Medical Imaging, and Wellington Airport reflect the midpoint of

31 March 2025 independent valuations

The fair value of Manawa Energy is shown based on the market price per the NZX as at

31 March 2025 ($4.93)

Fortysouth, Clearvision and Property reflect their accounting book values as at

31 March 2025

The carrying value of RetireAustralia was reviewed against market-based comparables

and other benchmarks at 31 March 2025 to estimate the fair value of Infratil’s

investment. The current valuation implies a price to book multiple of 0.74x

Key valuation methodologies and assumptions underpinning current independent

valuations are summarised on the following pages

Net asset value

Year ended 31 March ($Millions)20242025

CDC$4,419.7 $7,248.5

One NZ$3,530.5$3,713.5

Fortysouth$195.2 $186.3

Kao Data$556.2 $701.6

Manawa Energy$728.0 $788.8

Longroad Energy$1,952.0 $2,111.9

Galileo$240.7 $326.0

Gurīn Energy$237.1 $493.0

Mint Renewables$2.0 $22.8

RHCNZ Medical Imaging$606.7 $689.3

Qscan Group$411.9 $454.5

RetireAustralia$464.4 $404.3

Wellington Airport$623.7 $933.9

Clearvision Ventures$142.6 $156.2

Property$98.4 $73.1

Portfolio asset value$14,209.1

$18,303.7

Wholly owned group net debt($2,264.8)($2,187.8)

Net asset value$11,944.3

$16,115.9

Shares on issue (million)832.6 968.1

Net asset value per share (pre fees)$14.35

$16.65

1.Price to book multiple calculated as equity value over net assets

39
Primary valuation methodology: Historical Transaction (with a

cross check to DCF, comparable companies and precedent

transactions)

Forecast period: 30 years (2055)

Enterprise value: A$17,264m

Equity value: A$13,701m

Net debt: A$3,563m

CDC (48.17%) – A$6,600m (NZ$7,249m)

Kao Data (54.01%) – £310.6m (NZ$701.6m)

Primary valuation methodology: DCF using FCFE (with a cross

check to comparable companies and precedent transactions)

Terminal value methodology: Exit multiple

Forecast period: 10.0 years (Mar-2034)

Enterprise value: £690.0m

Equity value: £575.0m

One NZ (99.9%) – NZ$3,713.5m

Primary valuation methodology: DCF using FCFF on a sum of

the parts basis (ServeCo & EonFibre) (with a cross check to

comparable companies and precedent transactions). During the

year there has been a change in the Independent Valuer of One

NZ. The Independent Valuer has applied a different

methodology of risk weighting cash flows rather than adding an

Asset Specific Risk Premium (ASRP) to the WACC, resulting in a

lower WACC for FY25

Forecast period: 10 years (2035)

Enterprise value: NZ$5,156m (pre IFRS16 - excluding lease

liabilities of ~NZ$932m)

Equity value: NZ$3,718m (IFT share NZ$3,713.5m)

Independent valuation reports are prepared for Infratil’s portfolio companies for the purpose of calculating the international portfolio incentive fee (for the

international portfolios) and setting management long-term incentives for some portfolio companies

Independent valuation summary – Digital

Valuation

methodology

Key valuation assumptions

Risk free rate: 3.90%

Asset beta: 0.575

Cost of equity: 11.07% (blended rate) reflecting the assessed

risk of the spectrum of CDC’s activity, from operating data

centres with contracted revenues through to developing

projects without contracted revenues

Terminal growth rate: 2.5%

Long term EBITDAF margin: 83% (2055)

Future capex reflects CDC’s published development pipeline

(valuation assumes no development beyond FY40)

Risk free rate: 5.18%

Asset beta: 0.80

Specific risk premium: 7.0%

Cost of equity: 17.0% reflecting Kao Data intends to undertake

a number of development projects across its data centre sites

Terminal value multiple: 22.0x

Capex assumes operating capacity increases ~150MW across

existing and new sites with development occurring between

FY26-FY34 (valuation assumes no development beyond FY34)

Risk free rate: 4.56%

Asset beta: 0.60 (ServeCo) & 0.475 (EonFibre)

Weighted average cost of capital: 8.0% (ServeCo) & 7.2%

(EonFibre)

Terminal growth rate: 2.25%

Long term capital expenditure: Expected to gradually

decrease to ~11% of revenue (incl. spectrum) over the forecast

period on a blended basis for ServeCo and EonFibre. Short-term

capital intensity expected to be elevated driven by investment in

T-One and 5G rollout

March 2025 valuationMarch 2025 valuation

March 2025 valuation

40
Primary valuation methodology: DCF using FCFE. Valuation

approach consists of:

–A top-down approach (aggregate enterprise cashflows,

including a terminal value); and

–Bottom-up valuation approach (DCF using FCFE for operating,

under-construction, and near-term development projects

2

, and

a multiples approach for long-term development pipeline),

–Platform derived from the difference between top down and

bottom-up valuations

Forecast period: Top down: 30Y, Bottom up: 40Y (2065)

Enterprise value: US$7,125m

Equity value

1

: US$3,745m

Risk free rate: 4.6%

Asset beta: top down - 0.86

Cost of equity: 13.9% top-down, 9.6% operating assets, 9.7%

under construction, 10.2% near-term projects plus milestone

discounts, 16.6% long-term pipeline plus milestone discounts

Terminal growth rate: 2.5% (top-down, year 30)

Near-term (3 years) development pipeline: 5,019MW

Long-term development pipeline (5 years): 25,287MW

Multiple for long-term development projects: US$140/kW

Platform value assessed around ~10% of total enterprise value

Longroad (37.7%) – US$1,209m (NZ$2,112m)Gurīn (95%) – US$282.2m (NZ$493.0m)

Primary valuation methodology: valuation range based on

two different methodologies:

–Income and asset-based approach: adopts a DCF using

FCFE for more certain and near-term developments,

probability weighted to account for development and

construction risk and values less certain projects at cost

–Market and asset-based approach: using multiples of

comparable companies/transactions (which includes

platform value), applied to the development pipeline

(probability weighted), considering projects only with a

50%+ probability

Forecast period: ~33 years (2057)

Equity value: US$297m

Risk free rate: 1.5%-6.2% based on 10 year govt bond yield of

each country

Asset beta: 0.35

Cost of equity: 6.7% -12.4% (the discount rates used for each

project are calculated with reference to each project’s location)

Terminal value: N/A (finite life assets)

Multiples: US$0.6-$0.9m / MW(transaction), US$0.7-1m / MW

(trading)

Discount for lack of marketability (DLOM): 11%

Galileo (38%) – €172.4m (NZ$326.0)

Primary valuation methodology: Transaction multiples for

more advanced projects and cost for entry-stage projects (DCF

used for a single minor project)

Equity value: €453.8m (€397.5m in December 2024)

Independent valuation reports are prepared for Infratil’s portfolio companies for the purpose of calculating the international portfolio incentive fee (for the

international portfolios) and setting management long-term incentives for some portfolio companies

Independent valuation summary - Renewables

1.Longroad Equity Value adjusted for committed but uncalled capital included in the independent valuation

2.Assets that are expected to achieve FNTP in the next three calendar years

March 2025 valuationMarch 2025 valuation

March 2025 valuation

Valuation methodology

Key valuation assumptions

Risk free rate: n/a

Asset beta: n/a

Multiples for development projects that are ‘ready to build’

range from €50-400k/MW depending on country and

technology type (i.e. solar, wind, or standalone battery storage)

The valuer assigns a discount (~10-95%) to the multiple that it

considers appropriate as the project moves towards ‘ready to

build’ stage. For projects that are early to mid-stage of the

development lifecycle, only a small percentage of the ‘ready to

build’ value is captured with the majority of value being

recognised as projects get close to ‘ready to build’ stage

Platform premium of ~1% applied

41
Primary valuation methodology: DCF using FCFE (with a cross

check to comparable companies and precedent transactions)

Forecast period: 20 years (2045)

Enterprise value: NZ$2,121m

Equity value: NZ$1,415m (IFT share NZ$933.9m)

Risk free rate: 4.50%

Asset beta: 0.600

Cost of equity: 9.85%

Terminal growth rate: 3.5%

Wellington Airport (66%) – NZ$933.9m

RHCNZ (51.74%) – NZ$688.7m

Primary valuation methodology: DCF using FCFE (with a cross

check to comparable companies and precedent transactions)

Forecast period: 12 years (2037)

Enterprise value: NZ$1,770.8m

Equity value: NZ$1,331.2m (IFT share NZ$688.7m)

Risk free rate: 4.2%

Asset beta: 0.67

Cost of equity: 11.7% (discrete period), 12.6% (terminal value)

Terminal growth rate: 3.5%

Qscan (57.16%) – A$413.9m (NZ$454.5m)

Primary valuation methodology: DCF using FCFE (with a cross

check to comparable companies and precedent transactions)

Forecast period: 10 years (2035)

Enterprise value: A$1,007.5m

Equity value: A$724.1

Risk free rate: 4.00%

Asset beta: 0.775

Cost of equity: 13.20%

Terminal growth rate: 3.5%

Independent valuation reports are prepared for Infratil’s portfolio companies for the purpose of calculating the international portfolio incentive fee (for the

international portfolios) and setting management long-term incentives for some portfolio companies

Independent valuation summary – Airports & Healthcare

Valuation

methodology

Key valuation assumptions

March 2025 valuationMarch 2025 valuation

March 2025 valuation

42
Portfolio returns

AssetSegmentGeography

Month of Initial

Investment

Duration

(years)

Total capital

invested

1


(NZD)

Total realised

proceeds

2

(NZD)

Total unrealised

proceeds

3


(NZD)

Total value

4


(NZD)

IRR

(NZD)

CDCDigital InfrastructureAustralasia

September 20168.6 1,032 162 7,248 7,411 38.7%

One NZDigital InfrastructureNew Zealand

July 20195.7 2,852 1,203 3,714 4,917 21.5%

Kao DataDigital InfrastructureUnited Kingdom

August 20213.6 476 - 702 702 18.4%

FortysouthDigital InfrastructureNew Zealand

October 20222.4 212 6 186 192 (4.2%)

Clearvision VenturesDigital InfrastructureUnited States

March 20169.1 96 2 156 158 12.3%

Longroad EnergyRenewable EnergyUnited States

October 20168.4 781 308 2,112 2,420 55.2%

Manawa Energy

5

Renewable EnergyNew Zealand

April 199431.0 395 1,542 789 2,331 17.3%

Gurīn EnergyRenewable EnergyAsia

July 20213.7 172 1 493 494 87.9%

GalileoRenewable EnergyEurope

February 20205.1 151 - 326 326 41.2%

Mint RenewablesRenewable EnergyAustralia

December 20222.3 22 - 23 23 4.1%

RHCNZ Medical ImagingHealthcareNew Zealand

May 20213.8 473 63 689 752 15.5%

Qscan GroupHealthcareAustralia

December 20204.3 328 46 455 500 10.9%

RetireAustraliaHealthcareAustralia

December 201410.3 365 35 404 439 2.2%

Wellington AirportAirportsNew Zealand

November 199826.4 96 641 934 1,575 17.4%

Infratil PropertyOtherNew Zealand

December 200717.3 94 104 73 178 9.3%

Notes:

1.Total capital invested is equal to the sum of all capital invested by Infratil into the asset during the holding period, and consists of initial capital contributions, shareholder loan contributions, capital calls, and

acquisition of management shares vesting under LTI schemes

2.Total realised proceeds is equal to the sum of all distributions received by Infratil during the holding period and consists of capital returns, shareholder loan interest payments, shareholder loan principal

payments, dividends, and subvention payments.

3.Total unrealised proceeds is equal to the valuation of Infratil’s stake in each of its assets. These valuations are aligned to Infratil asset values as summarised on page 38

4.Total value is equal to total realised proceeds plus total unrealised proceeds

5.A non-cash benefit equal to the value of Infratil’s share of Tilt on split from Trustpower has been recognised in Total realised proceeds for Manawa to capture the value of the embedded option within

Manawa

43
Incentive fee overview

The net incentive fee accrual for 31 March 2025 is $350.6 million

Valuations for the purposes of the incentive fee are calculated net of estimated costs of disposal and any potential capital gains taxes

Incentive fees

31 March ($millions)

FY24 Incentive

Fee Valuation

CapitalFXDistributionsHurdle

FY25 Incentive

Fee Valuation

Incentive Fee

Annual Incentive Fee

CDC

4,399.3 (494.2)- 24.1 (543.3)7,212.2 359.9

Kao Data550.7 (82.9)(8.3)- (70.2)694.5 (3.5)

Longroad Energy

1,503.1 (163.4)(2.6)- (185.2)1,728.2 (25.2)

Galileo

237.1 (41.9)- - (30.1)321.1 2.4

Gurīn Energy233.5 (67.5)(4.3)0.6 (31.3)485.6 29.9

RetireAustralia

454.1 - - 5.2 (54.3)404.2 (19.8)

Qscan

407.8 - - 43.6 (48.9)450.0 7.4

Initial Incentive Fee

Mint Renewables(21.8)- - (3.1)22.6 (0.5)

7,785.6 (871.7)(15.2)73.5 (966.4)11,318.6 350.6

44
(50,000)

(25,000)

-

25,000

50,000

75,000

100,000

125,000

150,000

175,000

(50%

(25%

-

25%

50%

75%

100%

125%

150%

175%

Accumulation index

Annual Return

Dividend Yield (LHS)Capital Return (LHS) Accumulation Index (RHS)

Total shareholder return of (2.6%) for the year to 31 March 2025 and a 18.0% return over 31 years

Total shareholder returns

PeriodTSR

1 - year(2.6%)

5 – year 23.9%

10 – year17.0%

20 – year 13.9%

Since inception (31 years)18.0%

Notes:

1.The accumulation index assumes that $1,000 was invested in Infratil’s IPO and that an investor reinvests all dividends at the time of receipt and participates in any equity raises or rights offerings so that they neither

take any money out or invest any new money into Infratil

2.Accumulated dividends represent the total value of dividends received by the investor

45
Year ended 31 March ($Millions)Share20242025

CDC

48.2%

$140.8 $173.9

One NZ

99.9%

$545.5 $604.0

Fortysouth

20.0%

$11.5 $13.6

Kao Data

54.0%

($2.3)$4.9

Manawa Energy

51.1%

$74.1 $46.6

Longroad Energy

37.2%

$33.4 $27.3

RHCNZ Medical Imaging

51.8%

$58.1 $63.2

Qscan Group

57.2%

$40.6 $48.7

RetireAustralia

50.0%

$12.1 $21.6

Wellington Airport

66.0%

$70.7 $86.1

Corporate & other

($76.5)($103.5)

Operational EBITDAF

$908.0 $986.4

Galileo

38.0%($15.2)($26.7)

Gurīn Energy

95.0%($21.9)($32.0)

Mint Renewables

73.0%($6.8)($9.9)

Development EBITDAF

($43.9)($68.6)

Total continuing operations

$864.1$917.8

Trustpower Retail business51.1%

($0.3)-

Total

$863.8 $917.8

Proportionate capital expenditureProportionate EBITDAF

Proportionate capital expenditure and EBITDAF

Year ended 31 March ($Millions)20242025

CDC$291.8 $928.2

One NZ$261.4 $269.3

Fortysouth$3.1 $4.8

Kao Data$58.8 $82.8

Manawa Energy$33.6 $26.5

Longroad Energy$825.5 $805.6

Gurīn Energy$60.0 $39.5

Galileo$42.7 $52.6

Mint Renewables$1.1 $0.5

RHCNZ Medical Imaging$26.1 $25.3

Qscan Group$16.0 $13.1

RetireAustralia$50.9 $62.8

Wellington Airport$42.2 $77.5

Proportionate Capital Expenditure$1,713.2 $2,388.5

Proportionate capital expenditure shows Infratil’s share of the investment spending

of investee companies.

Proportionate EBITDAF shows Infratil’s share of the earnings of the companies in

which it invests. Proportionate EBITDAF is shown from continuing operations and

includes corporate and management costs, however, excludes incentive fees,

transaction costs and contributions from businesses sold, or held for sale.

46
Overview

This investment is either used to acquire new assets, increase holdings in existing

assets, or used by investee companies to invest into capital projects, pay their

operational expenses, or to pay down debts

Capital contributed to CDC to better position the business for its next stage of

growth as it delivers on 382MW of capacity currently under construction

Investment into Kao Data is primarily to support the development of its Harlow data

centre facility

Longroad equity injections have been used to support new projects as they reach

full notice to proceed and begin construction

Capital invested into RHCNZ was to support doctor liquidity and growth in the

platform

Investment into Gurīn Energy, Galileo, and Mint Renewables is used to support

platform growth and investment into capital projects and to support the growth of

capability within the assets

Year ended 31 March ($Millions)20242025

CDC$35.1 $494.2

One NZ$1,800.0 $20.9

Kao Data$156.2 $82.9

Fortysouth- -

Longroad Energy$96.2 $163.4

Gurīn Energy$55.8 $67.5

Galileo$39.6 $41.9

Mint Renewables$5.7 $11.7

RHCNZ Medical Imaging- $48.1

Qscan$17.8 -

Clearvision$18.8 $8.0

Infratil direct investment$2,225.2$938.6

Infratil direct investment

47
Overview

This table reflects the Infratil wholly owned group’s cash flow and serves as a

reconciliation between Infratil’s opening and closing cash balances

The breakdown of distributions received and capital invested by asset are provided

in the Detailed Financial information & Operating Metrics tables that are released

alongside this presentation

International Portfolio Incentive fees paid during the period include FY2024 initial

incentive fee of $38.4 million, Tranche 1 of the FY2024 annual incentive fee

($30.4 million), Tranche 2 of the FY2023 annual incentive fee ($54.6 million),

Tranche 3 of the FY2022 annual incentive fee ($33.2 million), $50 million of which

were paid in scrip to Infratil’s Manager

Year ended 31 March ($Millions)20242025

Distributions received from portfolio companies

$231.6$258.0

Management fees

($86.2)($108.7)

Net interest

($110.9)($115.1)

Other corporate operating cash flows

($7.0)($30.2)

Net cash inflow/(outflow) from operating activities$27.5$4.0

Infratil direct investment

($2,225.2)($938.6)

Other investment costs

($14.0)($16.3)

Incentive fees paid

($102.2)($106.8)

Net cash inflow/(outflow) from investing activities($2,341.4)($1,061.7)

Dividends paid

($154.3)($124.1)

Net bond issuance

$155.1$170.0

Debt drawdown/(repayment)

$811.0($194.4)

Equity raised

$928.1$1,258.8

Net cash inflow/(outflow) from financing cashflows$1,739.9$1,110.3

Net increase/(decrease) in cash and cash equivalents

($574.0)$52.7

Cash and cash equivalents at the beginning of the year

$593.2$19.2

Net increase/(decrease) in cash and cash equivalents

($574.0)$52.7

Cash and cash equivalents at end of year

$19.2$71.9

Infratil wholly owned group cash flow

48
Overview

Proportionate EBITDAF is an unaudited non-GAAP (‘Generally Accepted Accounting

Principles’) measure of financial performance, presented to provide additional

insight into management’s view of the underlying business performance

Proportionate EBITDAF is shown from continuing operations and includes corporate

and management costs, however, excludes incentive fees, transaction costs and

contributions from businesses sold, or held for sale

Specifically, in the context of operating businesses, Proportionate EBITDAF provides

a metric that can be used to report on the operations of the business (as distinct

from investing and other valuation movements)

Year ended 31 March ($Millions)20242025

Net profit after tax (‘NPAT’)761.0(261.3)

Less: Associates

1

equity accounted earnings(144.2)(505.0)

Plus: Associates

1

proportionate EBITDAF217.7213.7

Less: minority share of subsidiary

2

EBITDAF(193.9)(182.8)

Plus: share of acquisition or sale-related transaction costs24.615.5

Plus: one-off restructuring costs (including Fibreco)13.57.6

Net loss/(gain) on foreign exchange and derivatives56.469.4

Net realisations, revaluations and impairments(998.7)110.9

Discontinued operations0.4-

Underlying earnings(263.2)(532.0)

Plus: Depreciation & amortisation558.6624.9

Plus: Net interest366.7428.8

Plus: Tax74.249.2

Plus: International Portfolio Incentive fee127.8346.9

Proportionate EBITDAF864.1917.8

Earnings reconciliation

49
Gearing and credit metrics are monitored across the portfolio in aggregate and at

the individual portfolio company level

One NZ, Welington Airport and Qscan completed full refinancing of debt packages

in the period, upsizing debt capacity and securing improved commercial terms

As previously signalled, CDC completed a A$900 million capital raise in December

2024 and will require additional equity from shareholders over the next 12 months

to fund its accelerated growth while maintaining disciplined capital management

and credit metrics

EBITDAF based leverage metrics not appropriate for Longroad, RetireAustralia and

Kao Data based on industry segment and current operating models

In addition to the below metrics, Wellington Airport maintains a BBB S&P credit

rating (stable outlook)

Exposure to interest rates is monitored across each portfolio company and

managed within approved treasury policy limits

89% of drawn debt was hedged on a fixed rate basis as at 31 March 2025

Portfolio company debt

31 March 2025Gearing

1

Net Debt /

EBITDA

2

% of drawn

debt hedged

3

CDC

4

19.7%9.5110%

One NZ27.9%3.0 72%

Fortysouth44.7%13.9 87%

Kao Data16.0%n/a111%

Manawa Energy24.5%5.967%

Longroad Energy

5

25.4%n/a91%

Galileo

6

-n/a n/a

Gurīn Energy

7

-n/a n/a

Mint Renewables

8

-n/a n/a

RHCNZ Medical Imaging24.7%3.7 78%

Qscan Group28.4%3.9 60%

RetireAustralia25.3%n/a69%

Wellington Airport33.6%5.578%

Value Weighted Average of

Portfolio Companies

9

23.6%89%

1.Gearing calculated as total net debt / total capital based on most recent independent valuations, listed equity value or book value at 31 March 2025

2.Unless otherwise stated EBITDAF definitions based on pre IFRS16 and allowable pro forma adjustments under financing arrangements for each Portfolio Company rounded to one decimal place

3.Calculated as floating rate drawn debt plus active ‘pay fixed’ interest rate swaps / total drawn debt as at 31 March 2025. CDC and Kao Data hedge positions reduced to 100% or below in Q1 FY26

4.CDC leverage metric applies March 2025 run rate EBITDAF annualised and includes Shareholder Loans in Net Debt

5.Longroad gearing calculation reflects holding company Net Debt position and excludes non-resource project financing, % of drawn debt hedged is based on non-recourse term debt but excludes construction

and working capital facilities

6. 7. 8. Holding company Net Debt position, excludes non-recourse project finance borrowing

9. Calculated based on IFT’s value weighted, proportionate share of Total Net Debt /Total Capital across all portfolio companies

Overview

---

Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com
29 May 2025

Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets

Conduct Regulations 2014

Infratil Limited ("Infratil") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets Conduct

Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of bonds due 16 June

2032("New Bonds") , in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets

Conduct Act 2013 ("FMCA").

The main terms of the offer and the New Bonds are set out in the Terms Sheet released via the NZX.

Except for the interest rate and the maturity date, the New Bonds will have identical rights, privileges,

limitations and conditions as:

• 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 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 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 an interest rate of 6.78% per annum and

which are currently quoted on the NZX Debt Market under the ticker code IFT270;

• Infratil's 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 6.24% per

annum (further rate reset on 15 December 2025 and annually thereafter) and which are currently

quoted on the NZX Debt Market under the ticker code IFTHC;

• Infratil's 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;

• Infratil's fixed rated bonds maturing on 15 March 2031, which have an interest rate of 7.08% per

annum and which are currently quoted on the NZX Debt Market under the ticker code IFT340;

• Infratil's fixed rate bonds maturing on 17 December 2031, which have an interest rate of 7.06% per

annum and which are currently quoted on the NZX Debt Market under the ticker code IFT350; and

• Infratil's fixed rate bonds maturing on 13 December 2030, which have a current interest rate of

6.00% per annum and which are currently quoted on the NZX Debt Market under the ticker code

IFT360,


(the "Quoted Bonds"), and therefore are of the same class as the Quoted Bonds for the purposes of the

FMCA and the Regulations. The Quoted Bonds have been continuously quoted on the NZX Debt Market

over the preceding 3 months.

As at the date of this notice, Infratil is in compliance with:

• the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and

• its financial reporting obligations (as defined in the Regulations).

As at the date of this notice, there is no excluded information required to be disclosed for the purposes of

the Regulations.

As at the date of this notice, there is no other information that would be required to be disclosed under a

continuous disclosure obligation or which would be excluded information required to be disclosed for the

purposes of the Regulations if the Quoted Bonds had had the same redemption date or interest rate as the

New Bonds being offered.

For further information, please contact: Tom Robertson,

Infratil Treasurer on +64 4 550 5432

Authorised for release by:

Brendan Kevany

Infratil Company Secretary

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.