19 November 2020 Infratil Infrastructure Bond Offer Opens Infratil Limited (“Infratil”) announces that its offer of unsecured, unsubordinated fixed rate Infrastructure Bonds to New Zealand retail and institutional investors is now open. Infratil is offering up to $50 million of unsecured, unsubordinated fixed rate Infrastructure Bonds which are to mature on 15 March 2026 (“Bonds”), with the option to accept up to $50 million of oversubscriptions at Infratil’s discretion. The Bonds will form part of the same series as Infratil’s existing 3.35% per annum fixed rate bonds issued on 16 December 2019, 16 January 2020 and 14 February 2020 (“IFT300”). The key terms of the offer are contained in the Terms Sheet, a copy of which is attached. The Issue Price for the Bonds will be $1.01694 per Bond for Bonds issued on 15 December 2020 and $1.01619 for Bonds issued on 15 March 2021, which has been determined using an Issue Yield of 3.00% p.a.. The coupon rate for the Bonds (payable on the Face Value of $1.00, not the Issue Price) is fixed at 3.35% p.a. for the term of the Bonds. 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 Bonds will be quoted on the NZX Debt Market. Details on how to apply for the Bonds are set out in the Terms Sheet. The offer is now open, and is due to close on 10 March 2021. Infratil may elect to close the offer earlier. Interested investors should contact their broker or one of the managers of the offer (outlined below) for more details. ANZ Bank New Zealand Limited 0800 269 476 Bank of New Zealand 0800 284 017 Forsyth Barr Limited 0800 367 227 www.forsythbarr.co.nz Hobson Wealth Partners Limited 0800 742 737 Jarden Securities Limited 0800 005 678 www.jarden.co.nz Westpac Banking Corporation 0800 942 822 (ABN 33 007 457 141) (acting through its New Zealand branch) Further information is available on www.infratil.com/for-investors/bonds/ or by contacting Aaron Queree (Group Treasurer, Infratil) on 04 473 3663. Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com Infratil Terms Sheet For the offer of Infrastructure Bonds Fixed rate bond maturing 15 March 2026 Coupon: 3.35% p.a. Issue Yield: 3.00% p.a. Infratil Terms Sheet Terms Sheet dated November 2020 19 November 2020 This Terms Sheet sets out the key terms • Infratil's fixed rate bonds maturing on • Infratil's fixed rate bonds maturing on of the offer ("Offer") by Infratil Limited 15 December 2026, which have an 15 June 2022, which have an interest ("Infratil") of up to $50,000,000 (plus interest rate of 3.35% per annum and rate of 6.85% per annum and which are oversubscriptions of up to $50,000,000) which are currently quoted on the NZX currently quoted on the NZX Debt of fixed rate bonds maturing on Debt Market under the ticker code Market under the ticker code IFT190, 15 March 2026 (" "). IFT280; Infrastructure Bonds (together with the IFT300 Bonds, the The Infrastructure Bonds will be issued • Infratil's bonds maturing on "Quoted Bonds"). under the programme trust deed dated 15 December 2028, which have a Accordingly, the Infrastructure Bonds are 11 November 1999 (as amended from time current interest rate of 4.85% per annum the same class as the Quoted Bonds for to time) between Infratil and Trustees (rate reset after five years) and which the purposes of the FMCA and the Executors Limited as supplemented are currently quoted on the NZX Debt Financial Markets Conduct Regulations by a series supplement dated Market under the ticker code IFT270; 2014. 22 October 2019 (as amended and • Infratil's fixed rate bonds maturing on restated on 19 November 2020) (together, Infratil is subject to a disclosure obligation 15 December 2024, which have an " "). Unless the context requires that requires it to notify certain material Trust Deed interest rate of 4.75% per annum and otherwise, capitalised terms used in this information to NZX Limited ("NZX") for the which are currently quoted on the NZX Terms Sheet have the same meaning given purpose of that information being made Debt Market under the ticker code to them in the Trust Deed. This Terms Sheet available to participants in the market and IFT260; is an "Issue Flyer" for the purposes of the that information can be found by visiting Trust Deed. • Infratil's fixed rate bonds maturing on www.nzx.com/companies/IFT. 15 June 2025, which have an interest The Quoted Bonds are the only debt Important Notice rate of 6.15% per annum and which are securities of Infratil that are currently currently quoted on the NZX Debt The Offer by Infratil is made in reliance quoted and in the same class as the Market under the ticker code IFT250; upon the exclusion in clause 19 of Infrastructure Bonds that are being offered. schedule 1 of the Financial Markets • Infratil's fixed rate bonds maturing on Investors should look to the market price of Conduct Act 2013 ("FMCA"). 15 December 2022, which have an the Quoted Bonds referred to above to find interest rate of 5.65% per annum and The Offer contained in this Terms Sheet is out how the market assesses the returns which are currently quoted on the NZX an offer of Infrastructure Bonds that will and risk premium for those bonds. form part of the same series (and will have Debt Market under the ticker code Infratil has the right in its absolute identical rights, privileges, limitations and IFT240; discretion and without notice to close the conditions) as Infratil's bonds maturing on • Infratil's fixed rate bonds maturing on Offer early, to add additional Issue Dates, 15 March 2026, which have an interest rate 15 June 2024, which have an interest to extend the Closing Date, to increase the of 3.35% per annum and which are currently rate of 5.50% per annum and which are amount of oversubscriptions, or to choose quoted on the NZX Debt Market under the currently quoted on the NZX Debt not to proceed with the Offer. ticker code IFT300 ("IFT300 Bonds"). Market under the ticker code IFT230; In addition, the Infrastructure Bonds will • Infratil's fixed rate bonds maturing on have identical rights, privileges, limitations 15 June 2021, which have an interest and conditions (except for the interest rate rate of 4.90% per annum and which are and maturity date) as: currently quoted on the NZX Debt • Infratil's bonds maturing on Market under the ticker code IFT220; 15 December 2029, which have a • Infratil's fixed rate bonds maturing on current interest rate of 3.50% per annum 15 September 2023, which have an (rate reset on 15 December 2020 and interest rate of 5.25% per annum and annually thereafter) and which are which are currently quoted on the NZX currently quoted on the NZX Debt Debt Market under the ticker code Market under the ticker code IFTHC; IFT210; and 1 Infratil Terms Sheet November 2020 Tilt Renewables’ Waipipi wind farm, Taranaki 2 Infratil Terms Sheet Key Terms of the November 2020 Infrastructure Bonds Issuer: Infratil Limited Description: Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued pursuant to the Trust Deed Opening Date: 19 November 2020 Offer Amount: The Offer is for up to $50,000,000 of Infrastructure Bonds (with the option to accept oversubscriptions of up to $50,000,000 at Infratil’s discretion). The Offer Amount is based on the Face Value of the Infrastructure Bonds to be issued under the Offer, not the Issue Price. Closing Date: 5.00pm, 10 March 2021 Interest Rate: 3.35% per annum. The Interest Rate is payable on the Face Value of the Infrastructure Bonds (being $1.00 per Infrastructure Bond), rather than the Issue Price, which results in the Issue Yield set out below. Issue Yield: 3.00% per annum Fungibility: The Infrastructure Bonds being offered under this Terms Sheet will form part of the same series as the IFT300 Bonds first issued on 15 November 2019. Issue Price: For Infrastructure Bonds issued on 15 December 2020: $1.01694 per Infrastructure Bond For Infrastructure Bonds issued on 15 March 2021: $1.01619 per Infrastructure Bond Face Value: $1.00 per Infrastructure Bond Issue Date: Infrastructure Bonds for which subscription moneys have been banked into the trust account operated in respect of the Offer on or before 10 December 2020 (being 3 business days prior to the first Issue Date) will be issued on 15 December 2020. Infrastructure Bonds for which subscription moneys have been banked into the trust account operated in respect of the Offer after 10 December 2020, will be issued on 15 March 2021. Maturity Date: 15 March 2026 Interest Payment Dates: 15 March, 15 June, 15 September and 15 December of each year until and including the Maturity Date For Infrastructure Bonds issued on 15 December 2020, the first Interest Payment Date will be 15 March 2021 For Infrastructure Bonds issued on 15 March 2021, the first Interest Payment Date will be 15 June 2021 Interest Payments: Infratil will pay interest in arrear in equal amounts on each Interest Payment Date. In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment Date (see "Right to Redeem Early" and "Early Redemption Events" below), the amount of interest that will be payable to you will be adjusted to reflect the number of days in the interest period in which the interest accrued.