Infratil : Investor Presentation - NZ$1,150 million Equity Raise

Infratil Investor Presentation

NZ$1,150 million equity raise

to fund Infratil's next stage of growth

17 June 2024

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Disclaimer and Important Notice

This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) ("Infratil") to provide information in relation to an offer of new shares in Infratil ("New Shares") by way of (a) a placement to eligible selected investors ("Placement"), and (b) a retail offer to existing shareholders of Infratil with a registered address recorded in Infratil's share register which is in New Zealand or Australia ("Retail Offer") (the Placement and the Retail Offer together, the "Offer"). The Offer will be made in New Zealand under clause 19 of Schedule 1 of the New Zealand Financial Markets Conduct Act 2013 ("FMCA") and in Australia in accordance with A ustralian Securities and Investments Commission ("ASIC") Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 23-0443.

Information of a general nature: This presentation contains summary information about Infratil and its activities which is current only as at the date of thispresentation. 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 Infratil or that would be required in a product disclosure statement, prospectus, or other disclosure document for the purposes of the FMCA or the Corporations Act 2001 (Cth) (the "Corporations Act"). Infratil is subject to a disclosure obligation that requires it to noti fy certain material information to NZX Limited ("NZX") and ASX Limited ("ASX") 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 and http://www.asx.com.au. This presentation should be read in conjunction with Infratil's other periodic and continuous disclosure announcements released to NZX and ASX. No information set out in this presentation will form the basis of any contract.

NZX and ASX

The New Shares will be quoted on the NZX Main Board following completion of each of the Placement and the Retail Offer, and an application will be made by Infratil for the New Shares to be quoted on the ASX.

Neither NZX nor ASX accepts any responsibility for any statement in this presentation. NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA.

Not an offer

This presentation is not a prospectus, product disclosure statement or other offering document under New Zealand law, Australian law or any other law (and will not be lodged with the New Zealand Companies Office, ASIC or any other regulator or exchange i n New Zealand, Australia or any other jurisdiction). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.

Any decision to acquire New Shares under the Retail Offer should be made on the basis of all information provided in relation to the Offer, including the separate offer document to be lodged with NZX and ASX (the "Offer Document"). Any eligible shareholder who wishes to participate in the Retail Offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and the application form accompanying the Offer Document or as otherwise communicated to the shareholder. The release, publication or distribution of this presentation (including an electronic copy) outside New Zealand or Australia may be restricted by law. If you come into possession of this presentation, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. Refer to Appendix D of this presentation (International Offer Restrictions) for information on restrictions on eligibility criteria to participate in the Placement and Retail Offer.

Restriction on distribution: The information in this presentation has been prepared on the basis that all offers of New Shares in Australia under the Placement will be made to Australian resident investors to whom an offer of shares for issue may lawfully be made without disclosure under Part 6D.2 of the Corporations Act because of sections 708(8) and 708(11) of that act. This presentation is not a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act and has not been and will not be lodged with ASIC. ASIC takes no responsibility for the contents of this presentation. Accordingly, this presentation may not contain all information which a prospective investor may require to make a decision whether to subscribe for New Shares and it does not contain all of the information which would otherwise be required by Australian law to be disclosed in a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This presentation may not be released or distributed to US wire services or in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares have not been, or will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the Uni ted States.

Not investment advice: This presentation does not constitute legal, financial, tax, financial product advice, investment advice or a recommendation by Infratil or its advisers to acquire New Shares, and has been prepared without taking into account the objectives, financial situation or needs of any individual. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and consult a financial advice provider, solicitor, accountant or other professional adviser if necessary.

Future performance: Certain statements made in this presentation including references to FY2025 guidance are 'forward-looking statements'. These forward-looking statements are not historical facts but rather are based on Infratil's current expectations, estimates, beliefs, assumptions and projections about Infratil, its portfolio companies, the industries in which it operates, the outcome and effects of the Offer and use of proceeds.

1

Disclaimer and Important Notice

These forward-looking statements include forecast financial information and guidance, statements about Infratil's expectations about the performance of its businesses, statements about the future performance of Infratil, statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds from the Offer. Forward looking statements can generally be identified by the use of forward looking words such as "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "will", "could", "may", "target", "plan" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward-looking statements.

These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the control of Infratil, its directors and management, are difficult to predict and may involve significant elements of subjective judgement and assumptions as to future events which may not be correct and could cause actual results to differ materially from those expressed in the forward-looking statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.

The forward-looking statements made in this presentation relate only to events as of the date of this presentation. Infratil undertakes no obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.

Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such as indications of, and guidance on, outlook, future earnings and financial position and performance.

Investment risk: An investment in Infratil shares is subject to investment and known and unknown risks, some of which are beyond the control of Infratil. Page 36 ("Key Risks") of this presentation include a non-exhaustive summary of certain key risks associated with Infratil and the Offer. Infratil does not guarantee any particular rate of return or the performance of Infratil.

Financial data

All currency amounts are in New Zealand dollars unless stated otherwise. Infratil has a 31 March financial year end.

Investors should be aware that this presentation contains certain financial information and measures that are "non-GAAP financial information" under the New Zealand Financial Markets Authority Guidance Note on 'Disclosing non-GAAP financial information', "non‐IFRS

financial information" under Regulatory Guide 230: 'Disclosing non‐IFRS financial information' published by ASIC and "non‐GAAP financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended. The non-GAAP

financial information, non‐IFRS financial information and non‐GAAP financial measures include "EBIT", "EBITDA", "Net Debt", and "Total Capital".

The disclosure of such non‐GAAP financial measures in the manner included in this presentation would not be permissible in a registration statement under the U.S. Securities Act. The non-GAAP financial information, non‐IFRS financial information and non‐GAAP financial measures do not have standardised meanings prescribed under New Zealand equivalents to International Financial Reporting Standards ("NZ IFRS"), Australian Accounting Standards ("AAS") or International Financial Reporting Standards ("IFRS") and , therefore, such financial information and financial measures may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with the applicable NZ IFRS, AAS or IFRS. Although Infratil believes the non-GAAP and non-IFRS financial information and financial measures provide useful information to users in measuring the financial performance and conditions of Infratil, investors are cautioned not to place undue reliance on any non- GAAP or non-IFRS financial information or financial measures included in this presentation.

EBITDAF represents net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, gains or losses on the sales of investments, and excludes acquisition and sale related transaction costs and International Portfolio Incentive Fees.

This presentation may contain pro forma and forecast financial information. Any pro forma and forecast financial information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is not represented as, bei ng indicative of Infratil's future financial performance and/or condition. In addition, any pro forma financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

Each Underwriter, together with its affiliates, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Underwriters are acting as the joint lead managers and Underwriters of the Placement. In the ordinary course of their various business activities, the Underwriters and their respective Extended Parties may act as market maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives and other financial instruments for their own account and for the accounts of their customers, and those investment and trading activities may involve or relate to assets, shares and/or instruments of Infratil and/or persons and entities with relationships with Infratil.

The Underwriters are acting for and providing services to Infratil in relation to the Placement and will not be acting for or providing services to Infratil's shareholders or creditors. The Underwriters have been engaged solely as independent contractors and are acting solely in

a contractual relationship on an arm's length	basis with Infratil. The engagement of the Underwriters by Infratil is not intended to create any agency or other relationship between the Underwriters and Infratil's shareholders or creditors. Each Underwriter, in conjunction with
its affiliates, is acting in the capacity as such	in relation to the Placement and will receive fees and expenses for acting in this capacity.

In connection with the Placement, one or more eligible institutional investors may elect to acquire an economic interest in the New Shares ("Economic Interest"), instead of subscribing for or acquiring the legal or beneficial interest in those securities. Each Underwriter (or its affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in connection with the writing of those derivative transactions in the Placement bookbuild and/or the secondary market. As a result of those transactions, each Underwriter (or its affiliates) may be allocated, subscribe for or acquire New Shares or securities of Infratil in the Placement and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in Infratil acquired by an Underwriter or its affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in an Underwriter or its affiliates disclosing a substantial holding and earning fees.

2

Disclaimer and Important Notice

Past performance: Investors should note that past performance, including past share price performance of Infratil and pro forma historical information in this presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future Infratil performance including future share price performance. Any pro forma historical information is not represented as being indicative of Infratil's views on its future financial condition and/or performance.

Disclaimer

The information contained in this presentation has been prepared in good faith by Infratil. None of Infratil, UBS New Zealand Limited ("UBS"), Barrenjoey Markets Pty Limited ("Barrenjoey") or Goldman Sachs Australia Pty Ltd ("Goldman Sachs") (UBS, Barrenjoey and Goldman Sachs together, the "Underwriters" and who are also referred to in this presentation as being "Lead Managers" and "Bookrunners") nor their respective related companies and affiliates including, in each case, their respective shareholders, directors, officers, employees, agents and advisers, as the case may be ("Specified Persons"), have independently verified or will verify any of the content of this presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the information in this presentation.

To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability (whether in tort (including negligence) or otherwise) for any direct or indirect loss, damage or other consequence (whether foreseeable or not) suffered by any person: from the use of or reliance on the information contained in, or omitted from, this presentation; from refraining from acting because of anything contained in or omitted from this presentation; or otherwise arising in connection therewith (including for negli gence, default, misrepresentation or by omission and whether arising under statute, in contract or equity or from any other cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or implied, as to the currency, fairness, accuracy, completeness or reliability of the information contained in this presentation. You agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentation or the information in this presentation and waive any rights you may otherwise have in this respect.

None of the Underwriters nor any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, contractors, agents or advisers of any of them ("Extended Parties") have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. None of the Underwriters or any of their respecti ve Extended Parties take responsibility for any part of this presentation, or the Offer, and make no recommendations as to whether you or your related parties should participate in the Offer, nor do they make any representations or warranties to you concerning the Offer. You represent, warrant and agree that you have not relied on any statements made by the Underwriters or their respective Extended Parties in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. No person named in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution of this presentation from or in any jurisdiction.

Each Underwriter, together with its affiliates, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Underwriters are acting as the joint lead managers and Underwriters of the Placement. In the ordinary course of their various business activities, the Underwriters and their respective Extended Parties may act as market maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives and other financial instruments for their own account and for the accounts of their customers, and those investment and trading activities may involve or relate to assets, shares and/or instruments of Infratil and/or persons and entities with relationships with Infratil.

The Underwriters are acting for and providing services to Infratil in relation to the Placement and will not be acting for or providing services to Infratil's shareholders or creditors. The Underwriters have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm's length basis with Infratil. The engagement of the Underwriters by Infratil is not i ntended to create any agency or other relationship between the Underwriters and Infratil's shareholders or creditors. Each Underwriter, in conjunction with its affiliates, is acting in the capacity as such in relation to the Placement and will receive fees and expenses for acting in this capacity.

In connection with the Placement, one or more eligible institutional investors may elect to acquire an economic interest in the New Shares ("Economic Interest"), instead of subscribing for or acquiring the legal or beneficial interest in those securities. Each Underwriter (or its affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in connection with the writing of those derivative transactions in the Placement bookbuild and/or the secondary market. As a result of those transactions, each Underwriter (or its affiliates) may be allocated, subscribe for or acquire New Shares or securities of Infratil in the Placement and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in Infratil acquired by an Underwriter or its affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in an Underwriter or its affiliates disclosing a substantial holding and earning fees.

This presentation contains data sourced from and the views of independent third parties. In such data being replicated in this presentation, no Specified Person makes any representation, whether express or implied, as to the accuracy of such data. The replication of any views in this presentation should not be treated as an indication that Infratil or any other Specified Person agrees with or concurs with such views.

General: For the purposes of this Disclaimer and Important Notice, "presentation" means the slides, any oral presentation of the slides by Infratil, any question-and-answer session that follows that oral presentation, hard copies of this presentation and any materials distributed at, or in connection with, that presentation.

The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. Subject to the NZX and ASX Listing Rules, Infratil reserves the right to withdraw, or vary the timetable for, the Placement and/or the Retail Offer, without notice

Acceptance: By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents of this Disclaimer and Important Notice; (ii) you are permitted under applicable laws and regulations to receive the information contained in this presentation; and (iii) you will base any investment decision solely on information released by Infratil via NZX and ASX (including, in the case of the Retail Offer, the Offer Document).

3

Section 1

Overview

Overview

Infratil is raising equity to fund accelerated growth at CDC, and provide additional balance sheet flexibility to allow Infratil to continue to invest across its portfolio

		•	Demand for data centres continues to accelerate on the back of cloud adoption and significant investments in Generative AI
		•	The rapid increase in demand has led CDC into advanced negotiations with customers for over 400MW1 of capacity across multiple sites, which is
			expected to accelerate CDC's capital expenditure and funding needs
	CDC growth continues to		‒	CDC's development pipeline continues to expand with the inclusion of the Marsden Park development, a ~720MW campus (more than double
	accelerate			CDC's current operating capacity), bringing CDC's total planned capacity to ~1,870MW
			‒	CDC expects 200MW+ of additional capacity to commence construction in the next 12 months, including the first tranche of Marsden Park
		•	Infratil expects to commit equity funding of ~A$600m to CDC over the next two years, providing CDC with sufficient capacity to execute on its medium-
			term pipeline
		•	Strong thematic tailwinds are providing significant growth potential across the Infratil portfolio, particularly in a development pipeline of renewable energy
	Multiple growth opportunities		projects across the USA, Asia and Europe (e.g. Longroad, Gurin Energy, Galileo) and digital & connectivity platforms (e.g. Kao Data)
	across the portfolio	•	Infratil's renewables platform represents ~22% of the portfolio and is expected to continue to be a key growth platform
		•	Infratil is launching a NZ$1,150 million equity raising comprising:
	Equity raising & use of proceeds		‒	NZ$1,000 million underwritten2 Placement
		‒	NZ$150 million non-underwritten Retail Offer (final amount subject to applications, oversubscriptions and scaling)
		•	Proceeds to fund accelerated growth of CDC, and provide additional balance sheet flexibility to allow Infratil to continue to invest across its portfolio

Funding, liquidity & guidance

• Liquidity will continue to be supported by core cash generating assets to allow further reinvestment into growth platforms
• Proceeds from the equity raising, combined with cash on hand and currently available and undrawn debt facilities, will provide Infratil with ~NZ$1,809 million of available liquidity3
• Post the equity raising, Infratil's wholly owned group gearing will reduce from 20.0% to 11.8%4 which remains below our medium-term portfolio leverage assumption of 30%
• No change to Infratil guidance published at full year results (21 May 2024)

Notes:

1. 400MW+ of capacity expected to come online over the next 4-5 years

2.

Fully underwritten other than for pre-committed amounts from interests associated with Morrison and related parties of NZ$63.27 million

5

1. Estimated liquidity comprises of NZ$1,559.3 million of Infratil undrawn bank facilities, NZ$249.4 million of cash and assumed equity raise proceeds (less transaction costs)
2. Gearing calculated as total net debt / total capital based on share price of NZ$10.89 as at 14 June 2024 and assumed equity raise proceeds

Portfolio focussed on four high-conviction platforms

Complementary portfolio of higher return growth platforms supported by core cash generating businesses, centred on "ideas that matter"

Digital

Renewables

Healthcare

Airports

• Infratil focuses on sectors and businesses with strong defensive characteristics and opportunities for scalable investment
• Infratil is well positioned within these sectors, benefiting from scale and jurisdictional diversification, underpinned by attractive global thematics (e.g. cloud, AI and data demand trends, energy transition)
• Infratil continues to target portfolio returns of 11-15% per annum (after fees) over a 10-year period and has achieved a total shareholder return of 18.7%1 since its inception in 1994
• Infratil's cash-generating core assets (One NZ, Wellington Airport and Manawa Energy), existing capital position, and the equity raising provide flexibility to support our high-growth platforms and capital commitments

Interest: 48.2%

Interest: 99.9%

Interest: 20.0%

Interest: 52.8%

Expected to reach

financial close in 2024

~62% portfolio2

Interest: 51.1%

Interest: 37.3%

Interest: 95%

Interest: 40%

Interest: 73%

~22% portfolio2

Interest: 50.3%

Interest: 57.6%

Interest: 50.0%

~10% portfolio2

Interest: 66%

~4% portfolio2

Notes:	6
1.	Return for the 30-years to 31 March 2024. The total shareholder return assumes an investor participated in Infratil's IPO and th at an investor reinvests all dividends at the time of receipt and participates in any equity raises or rights offerings so th at they neither
	take any money out or invest any new money into Infratil
2.	Infratil Portfolio asset value represents the independent valuation of Infratil's equity ownership or book value of its portfolio comp anies

CDC is positioned for growth

Unprecedented growth in data centre demand is creating greater opportunities for CDC to win new contracts and accelerate construction

Leading ANZ data centre provider with 302MW of existing operating capacity

Operating in key Australian and New Zealand markets including Canberra, Sydney, Melbourne and Auckland

400MW+ of capacity under advanced negotiations with key customers at multiple sites across the CDC footprint and is expected to come online over the next 4-5 years

Acceleration of Marsden Park campus (~720MW) due to growing customer demand has increased total planned capacity for CDC to ~1,870MW

388MW under construction across current footprint and expecting to commence construction on an additional 200MW+ in the next 12 months

7

Section 2

CDC business update

The next wave of demand for data centre capacity

Significant investment in Generative AI has driven unprecedented demand for high power density data centre regions and computing infrastructure

Key Generative AI funding milestones

Generative AI revenue (A$bn)

1,304

US$50bn total investments into AI startups

More than 70 rounds of US$100m or more invested

into startups creating GenAI models

40

897

548

304

137

US$10bn investment from Microsoft into 49% stake in

OpenAI (ChatGPT)

US$2bn investment from Google and US$4bn

investment from Amazon into AI assistant Anthropic

Material funding now being deployed into Generative AI use cases and model training / inferencing, driving demand for graphics processing units (GPUs) and data centre capacity

2022A

2024F

2026F

2028F

2030F

2032F

Global data management and Infrastructure as a Service spend (Iaas) (US$bn)

	Data management		IaaS

346

		291
239	226	251

			150	164	191	188
		136
110	116

2022A

2023A

2024F

2025F

2026F

2027F

Source: Gartner, Forbes, Ericsson, Altman Solon, Goldman Sachs, Market Research Future (MRFR), McKinsey, Techcrunch, Crunchbase, Bloomberg	9
Notes:
1. CAGR: Compound annual growth rate