INFRATIL LIMITED. — AGM Information 2012

Jul 22, 2012

Venue: Air Force Museum, 45 Harvard Avenue, Wigram, Christchurch 13 August 2012 at 2:30 pm

2012 AnnuAl Meeting

Proxy ForM

If you propose to attend the Annual Meeting please bring this Proxy Form intact to the Annual Meeting as the barcode is required for registration.

Proxy ForM

(for use if you are unable to attend the Annual Meeting)

If you do not propose to attend the Annual Meeting and wish to vote your shares complete the Voting Instructions below, sign this Proxy Form and deliver it to Infratil Limited’s share registry, Link Market Services, by one of the means noted on page 3 of this Proxy Form by no later than 2:30pm on 11 August 2012. You can now also appoint your proxy online. Please see page 3 of this Proxy Form for instructions on how to do so.

i/We, being a shareholder of Infratil Limited (the “Company”) hereby appoint

or failing him/her appoint

(FuLL NAME OF PROxY)* (FuLL NAME OF PROxY)*

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on 13 August 2012, and at any adjournment thereof.

*** Please insert the name of a Proxy. the Chairman of the Meeting is prepared to act as Proxy. if you wish to appoint the chairman insert “chairman of the meeting” above.**

Contact Name:

Daytime Contact Number:

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Voting instruCtions

Should the shareholder(s) wish to direct the proxy how to vote, these Voting Instructions must be completed. If no directions are given, the proxy will vote as he or she thinks fit, or abstain from voting.

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----- Start of picture text ----- resolutions: For AgAinst----- End of picture text -----

1 That Marko Bogoievski who retires by rotation in accordance with the Company’s constitution, NZSx Listing Rule 3.3.11, and ASx Listing Rule 14.4, and is eligible for re-election, be re-elected as a director of the Company. 2 That David Newman who retires by rotation in accordance with the Company’s constitution, NZSx Listing Rule 3.3.11, and ASx Listing Rule 14.4, and is eligible for re-election, be re-elected as a director of the Company. 3 That the aggregate maximum remuneration payable to directors of the Company and directors of the subsidiaries of the Company be increased, in accordance with NZSx Listing Rule 3.5.1 and ASx Listing Rule 10.17, as follows: a. in the case of the Company, an increase of $25,000 (plus GST) per annum from $680,000 (plus GST) per annum, the amount approved in 2011, to $705,000 (plus GST) per annum; b. in the case of Lumo Energy Australia Pty Limited, an increase of A$67,950 (plus GST) per annum from A$319,300 (plus GST) per annum, the amount approved in 2011, to A$387,250 (plus GST) per annum, of which the aggregate remuneration payable to those directors of Lumo Energy Australia Pty Limited who are also directors of the Company will increase by A$1,700 (plus GST) per annum from A$56,650 (plus GST) per annum, the amount approved in 2011, to A$58,350 (plus GST) per annum; c. in the case of Infratil Energy Australia Pty Limited, an increase of A$12,850 (plus GST) per annum from A$77,250 (plus GST) per annum, the amount approved in 2011, to A$90,100 (plus GST) per annum, of which the aggregate remuneration payable to those directors of Infratil Energy Australia Pty Limited who are also directors of the Company will increase by A$300 (plus GST) per annum from A$10,300 (plus GST) per annum, the amount approved in 2011, to A$10,600 (plus GST) per annum; d. in the case of Wellington International Airport Limited, an increase of $75,250 (plus GST) per annum from $260,250 (plus GST) per annum, the amount approved in 2011, to $335,500 (plus GST) per annum, of which the aggregate remuneration payable to those directors of Wellington International Airport Limited who are also directors of the Company will increase by $2,750 (plus GST) per annum from $77,250 (plus GST) per annum, the amount approved in 2011, to $80,000 (plus GST) per annum; e. in the case of New Zealand Bus Limited, an increase of $6,250 (plus GST) per annum from $196,250 (plus GST) per annum, the amount approved in 2011, to $202,500 (plus GST) per annum, and that accordingly the maximum aggregate remuneration payable to all directors of the Company and its subsidiaries taken together shall be as follows: a. $1,026,344 (plus GST or VAT as applicable) per annum to the directors of the Company, in their capacity as directors of the Company or any of its subsidiaries, being a decrease of $88,187 on the aggregate limit approved at the 2011 Annual Meeting of $1,114,531 (plus GST or VAT as applicable); b. $2,133,087 (plus GST or VAT as applicable) per annum to all directors of subsidiary companies who are not also directors of the Company, being an increase of $295,786 on the amount approved at the 2011 Annual Meeting of $1,837,301 (plus GST or VAT as applicable); c. $3,159,431 (plus GST or VAT as applicable) per annum to all directors of the Company and subsidiary companies, being an increase of $207,599 on the aggregate amount approved at the 2011 Annual Meeting of $2,951,832 (plus GST or VAT as applicable), in each case assuming an exchange rate of $1.00 = £0.5067 and $1.00 = A$0.7852 (as applicable) for the calculation of directors fees payable in 2012 and 2013, and an exchange rate of $1.00 = £0.5056 and $1.00 = A$0.7720 (as applicable) for the calculation of directors fees previously paid (or payable) in 2011 and 2012. Such aggregate amounts may be divided amongst the relevant directors as they deem appropriate. 4 That the Directors be authorised to fix the auditor’s remuneration.

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the Annual Meeting (or any adjournment thereof).

Signed this

day of

2012, Signature(s) of Shareholder(s)

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notes AnD loDgeMent instruCtions:

• 1 A shareholder of the Company who is entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. Voting entitlements will be determined based on registered shareholdings as at 2:30 pm on 11 August 2012 (being 48 hours prior to the Annual Meeting).

• 2 To appoint your Proxy and vote online, please visit the Link Market Services Investor website: investorcentre.linkmarketservices.co.nz/ voting/IFT.aspx and follow the prompts. You will require your CSN/Holder number and FIN to vote. A shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.

• 3 A proxy cannot be appointed online if they are appointed under a power of attorney or similar authority. The online proxy facility may not be suitable for shareholders that wish to appoint two proxies with different voting directions.

• 4 Proxy Forms must be received at the office of Link Market Services Limited no later than 2:30 pm on 11 August 2012. Online proxy voting will close at the same time and date.

• 5 Joint holders must all sign this form.

• 6 A Proxy Form signed by a company must be signed by a duly authorised officer or attorney. When this Proxy Form is signed by an attorney, a copy of the power of attorney under which it is signed must accompany this Proxy Form when sent to Link Market Services Limited.

• 7 A Proxy Form signed by a trust must be signed by all trustees of the trust or by an attorney for the trust. When this Proxy Form is signed by an attorney, a copy of the power of attorney under which it is signed must accompany this Proxy Form when sent to Link Market Services Limited.

• 8 The Chairman of the Meeting is willing to act as a proxy.

• 9 If you return this Proxy Form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting.

• 10 If this Proxy Form is returned duly signed by a shareholder with voting instructions included, but without specifying a person that is appointed as proxy, the Chairman of the Meeting is deemed to be the proxy for the purpose of that form but only to the extent of the voting instructions as provided.

• 11 The proxy is appointed only in respect of the Annual Meeting or any adjournment thereof.

• 12 If you have any questions regarding your voting please call the Link Market Services helpline on +64 9 375 5998 or +64 3 308 8887.

Voting restrictions

Pursuant to the NZSx and ASx Listing Rules the directors and their associated persons are prohibited from voting in respect of Resolution 3.

These restrictions apply where the relevant person has been appointed as a discretionary proxy. The Company will disregard any votes cast by any such person on the relevant resolution. However, the Company need not disregard a vote if it is cast by any such person as proxy for a person who is entitled to vote, in accordance with the express directions of that person on the proxy form as to how to vote.

PleAse return your CoMPleteD Proxy ForM to linK MArKet serViCes liMiteD in one oF tHe FolloWing WAys:

online:	To appoint your Proxy and vote online, please visit the Link Market Services Investor website:investorcentre.linkmarketservices.co.nz/voting/IFT.aspx and follow the prompts.You will require your CSN/Holder number and FIN to vote.
Mail:	If mailing this Proxy Form from within New Zealand, this Proxy Form is pre-addressed and requires no stamp.If mailing this Proxy Form from outside New Zealand, afx the necessary postage from the country of mailingand address to Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand.
Deliver:	Link Market Services Limited, Level 16, Brookfelds House, 19 Victoria Street West, Auckland 1142, New Zealand.
Fax:	+64 9 375 5990 or +64 3 308 1311
scan and email:	meetings@linkmarketservices.co.nz (please put the words “Infratil Proxy Form” in the subject line for easyidentifcation).

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The Share Registrar Infratil Limited c/- Link Market Services Limited PO Box 91976 Victoria Street West Auckland 1142 New Zealand

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