Infratil Annual Meeting of Shareholders 19 August 2021

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Infratil Annual Meeting

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Chair’s Introduction Mark Tume

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Mark Tume Independent Director and Chairperson of the Meeting

Independent Director since 2007
Chair since 2013
Chair of the Manager Engagement
Committee
Chair of Nomination and Remuneration Committee
Director of RetireAustralia

Up for re-election

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Alison Gerry Independent Director

Independent Director since 2014
Chair of Audit and Risk Committee
Member of the Manager
Engagement Committee
Member of Nomination and Remuneration Committee

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Jason Boyes Chief Executive Officer and Director

Chief Executive of Infratil and Director since 2021
Executive of

H.R.L. Morrison & Co Group

Chair of Longroad Energy and Galileo Green Energy

Up for election

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Paul Gough Independent Director

Independent Director since 2012
Member of Manager Engagement
Committee
Member of Nomination and
Remuneration Committee

Up for re-election

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Kirsty Mactaggart Independent Director

Independent Director since 2019
Member of Audit and Risk

Committee

Member of Manager Engagement
Committee

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Catherine Savage Independent Director

Independent Director since 2019
Member of Audit and Risk

Committee

Member of Manager Engagement
Committee

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Peter Springford Independent Director

Independent Director since 2016
Member of Manager Engagement Committee

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Chair’s Address Mark Tume

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Chief Executive’s Review Jason Boyes

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Full Year Overview

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Proportionate EBITDAF from continuing operations of $398.8 million, up from$370.2 million in the comparative period (7.7% growth)
Proportionate capital expenditure and investment of $1,235 million, including the initiation of a healthcare platform through the investment in Qscan Group, followed by the Pacific Radiology investment in May 2021
Indicative offer from Australian Super provided a real-time endorsement of the quality of Infratil’s assets and their attractiveness to sophisticated investors
Agreement reached to sell Infratil’s 65.5% stake in Tilt Renewables for gross proceeds of $2.0 billion
Strong demand for resilience in digital infrastructure continues to drive demand for highquality data centres assets, reflected in the increase in the valuation of Infratil’s investment in CDC Data Centres
Partially imputed dividends of 17.75 cents per share declared during the year

•

Portfolio Resilience and Composition

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CDC Data Centres

Installed capacity increased to 133MW with the commissioning of Eastern Creek 3 in FY2021, with a further 77MW currently under construction

Vodafone New Zealand

Vodafone New Zealand FY2021 investment of $126 million (Infratil share) was across 5G and regional network upgrades, fixed wireless acceleration and investment in its digital transformation programme

Wellington Airport

Growth capital projects suspended at Wellington Airport due to covid, however runway overlay brought forward given covid-related cessation of international flights

Longroad Energy

Completed the construction of 907MW of development projects in FY2021
Construction completed on the 331MW Prospero 2 solar project & 199MW Sunstream 2 solar project this financial year
Construction underway on the 26MW Maine Distributed Generation solar project and 294MW Muscle Shoals project

Qscan Group

On 22 December 2020 Infratil acquired 56% of Qscan Group for A$289.6 million

Pacific Radiology

On 31 May 2021 Infratil acquired 56% of Pacific Radiology for NZ$313.6 million

Portfolio Resilience and Composition

Sector

Investment

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2%
4%
4% 20%
4%
33%
5%
2%
12% 53%
13%
16% 12%
20%
CDC Data Centres
Vodafone Renewable Energy
Trustpower Digital Infrastructure
Wellington Airport
Airports
Qscan Group
Social Infrastructure
Pacific Radiology
Other
RetireAustralia
Longroad Energy
Other
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Tilt Renewables

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Through Trustpower and then Tilt Renewables, Infratil was an early investor in wind powered generation in New Zealand and Australia, resulting in $2,150 million of capital expenditure, building out 1,106MW of capacity
Tilt Renewables ultimately entered into a Scheme Implementation Agreement (‘SIA’) under which Tilt Renewables shareholders received $8.10 per share in cash
Material shareholder value recognised through the SIA, with the NZ$8.10 offer price equivalent to a 106.6% premium above the Tilt Renewables share price prior to the announcement of Infratil’s strategic review
On 3 August, Infratil received net proceeds of $1,958.3 million after transaction costs
On completion Infratil applied ~$842 million of the proceeds to fully repay its drawn bank facilities

Portfolio Target Returns

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Infratil Expected Leverage Management Return to
Portfolio Returns Assumption Costs Shareholders
Core 8–10%
Lower Risk Per annum
Average net debt/
Core Plus / + 10–15% + total capital 30% – 1% of assets = 11–15%
Growth Per annum at 6% p.a. Per annum Per annum
interest rate
Development 15–25%
Higher Risk Per annum
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Notes:

Infratil’s Absolute Return Target set 1 April 2018
Based on composition of existing Infratil portfolio

Share Price Performance

Infratil Share Price

Period	TSR
1 April – 18 August 2021	2.6%
1 Year1	91.9%
5 Year1	23.2%
10 Year1	20.1%
Inception – 27 years1	18.8%

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$9.00
$8.00
$7.20
$7.00
$6.00
$5.00
$4.00
$3.00
$2.00
$1.00
$-
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
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1Total shareholder returns are to 31 March 2021 based on a closing share price of $7.13

Debt Capacity & Facilities

31 March ($Millions)	31 March 2021	16 August 2021
Net bank debt/(cash)	328	(1,200)
Infratil Infrastructure bonds	1,155	1,164
Infratil Perpetual bonds	232	232
Total net debt	1,715	196
Market value of equity	5,151	5,205
Total capital	6,866	5,401
Gearing2	25.0%	3.6%
Undrawn bank facilities1 100% subsidiaries cash Liquidity available	353 14 367	795 1,200 1,995

Debt Maturity Profile as at 16 August 2021 (NZ$millions)

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1,000
800
600
194 848
400
200 450 122
65 180 100 232
- -
FY22 FY23 FY24 FY25-31 >FY31
Wholly owned bank facilities Bonds
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On 3 August 2021, Infratil announced the completion of the sale of its 65.15% stake in Tilt Renewables. On completion Infratil received net proceeds of $1,958.3 million after transaction costs
Prior to completion Infratil also received a fully imputed dividend from Tilt of $16.1 million
On completion Infratil applied
- $841.8 million of the proceeds to fully repay its existing drawn bank facilities, including the bridge facility put in place to fund the acquisition of Pacific Radiology
As at 16 August 2021, Infratil had cash on hand and term deposits of ~$1.2 billion and undrawn bank facilities of $795 million
Infratil’s next bank maturities are $65 million in February 2022
Infratil’s next two bond maturities are $93.7 million of IFT190 bonds (6.85%) in June 2022 and $100.0 million of IFT240 bonds (5.65%) in December 2022
1 Gearing calculated as total net debt / total capital based on share price 2 Undrawn Infratil Corporate facilities

Infratil Guidance

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Infratil’s FY2022 Proportionate EBITDAF guidance range from continuing operations of $505-$550 million remains unchanged
This assumes a full-year contribution from Trustpower’s retail business, a 10-month contribution from Pacific Radiology and no contribution from Tilt Renewables
Guidance is based on Infratil management’s current expectations and assumptions about the trading performance, is subject to risks and uncertainties, and dependent on prevailing market conditions continuing throughout the outlook period
There are a number of operational impacts at CDC Data Centres, Qscan Group, RetireAustralia and Wellington Airport as a result of the current covid situation in Australia. The implications in New Zealand are still emerging and being assessed
These are not currently forecast to materially impact FY2022 guidance but will continue to be evaluated

Portfolio Entities

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CDC Data Centres

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CDC recently obtained Certified Strategic Status, the highest certification under the Australian Government’s Hosting Certification Framework, reinforcing CDC’s coveted credentials across its client base
Recent contract wins and renewals have increased the whole of portfolio weighted average lease expiry (‘WALE’) from 8.1 years to 9.4 years and from 14.4 years to 22.4 years including options
Continued execution of development pipeline, with four new facilities delivering 77MW of capacity expected to be delivered in 2022
Auckland facilities (20MW) progressing positively, with CDC continuing to broaden its sales focus and presence in New Zealand. The impact of Auckland being in lockdown is being closely monitored
Development activity at Eastern Creek 4 (37MW) and Hume 5 (20MW) was on schedule leading into the lockdowns in Sydney and Canberra. Delivery timetables are being closely monitored as a result of the current covid disruptions

Vodafone New Zealand

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Targeted initiatives, especially in Post-Pay Mobile, Enterprise and ICT underpin improving quality of earnings
Key Enterprise and ICT partnerships established and driving results
Cost out and transformation programme continues to deliver significant value, allowing reinvestment in network and providing trading improvements
Second phase of 5G rollout and 4G improvements underway, with growth continuing to underpin Fixed Wireless Access acceleration
Internal IT system modernisation and IT system separation from Vodafone Group continuing
Operating model rewired and changes bedded in, ongoing investments in organisational health and high performance culture leading to improved productivity

Wellington Airport

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Domestic business continues to trend well with increasing capacity and passenger traffic (July 2021 capacity 94% and passengers 93% of pre-covid levels)
International travel currently paused with the Trans-Tasman bubble, and is a reminder of the ongoing threat of covid
Strong cost control across both operating and capital expenditure remains a focus
Baseline capital expenditure for FY2022 is $25 million and comprises committed, essential and regulatory related projects
Pricing consultation (PSE 4) with new aeronautical pricing was issued 1 April 2021
In June 2021, S&P revised Wellington Airport’s outlook from “negative” to “stable”, reflecting its strong recovery

Trustpower

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Trustpower has agreed terms with Mercury for a sale of its retail business which is expected to complete late 2021 or early 2022, subject to the conditions of the sale being satisfied
The sale will enable the Trustpower Board and leadership team to drive operational excellence in the generation business and focus on new generation and related opportunities
Work on splitting out the retail business and standing up the remaining generation business is proceeding well
Trustpower has, after consultation, chosen Manawa (meaning ‘heart’ or ‘breath’) Energy as its name post completion
Total generation production of 432GWh in Q1 FY2022 was up 2% on the on Q1 FY2021

Longroad Energy

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Longroad continues to strengthen its position as a leading U.S. renewables developer, owner & operator
Current operating/under construction portfolio of over 1.3GWs, a pipeline in excess of 6GWs and providing services to 3.5GWs of operating assets
In FY2021, 907MW of development projects were completed including El Campo (243MW), Little Bear (215MW) and Prospero I (379MW), with 50% of the equity in these projects sold
Construction has been completed on the 331MW Prospero 2 solar project & 199MW Sunstream 2 solar project this financial year
Construction is underway on the 26MW Maine Distributed Generation solar project and 294MW Muscle Shoals solar project
Strong tailwinds from a policy perspective with the Biden administration progressing $1 trillion bipartisan infrastructure plan, re-entering the Paris Agreement and pushing for a zero carbon power sector by 2035

Galileo Green Energy

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Galileo Green Energy (‘GGE’) is focussed on greenfield development, acquisitions and strategic co-development opportunities, aiming to achieve both geographic and technological diversification
Initial capital commitment is EUR220 million of which Infratil’s share is EUR88 million, with EUR8.3 million invested by Infratil to date
Key milestones to date include:
A 50% stake in an Irish wind development joint venture with a 400MW pipeline for potential development over 3 to 4 years
The establishment of GGE Nordics, an 80:20 joint venture with an initial focus is on wind projects in Scotland and Sweden. The target size of the pipeline is over 1,000MW
A development agreement with experienced wind developer TEN Project and a target pipeline of 300MW of onshore wind projects in south Italy
To date GGE has attracted a screening pipeline of over 7GWs across six key European territories

Qscan Group

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Qscan is tracking to the investment case, subject in the short term to prolonged covid restrictions in core markets
Despite lockdowns and quarantining requirements impacting some staff, Qscan has continued to serve its patients and referring doctors
Qscan’s value proposition has proven to be attractive to prospective recruits in an extremely tight radiologist labour market
Execution of the PET-CT rollout strategy continues, with three new PET-CT clinics due to open in CY2021 (2 in NSW, 1 in WA) pending covid disruptions
A steady pipeline of future growth options continue to present in the Australian market

Pacific Radiology Group

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Completion of the acquisition of Pacific Radiology occurred on 31 May 2021, adding immediate scale to Infratil’s healthcare platform
Infratil shareholding is 53.5% following strong interest in equity ownership across the radiologist cohort
Pacific Radiology has had a strong first quarter, with both revenue and EBITDA ahead of the investment case
Significant progress made towards key transition priorities within the first two months of ownership including expanding the doctor equity ownership scheme
Two new clinics opened in June and July in Rolleston and Wellington with continued investment in leading high-tech medical equipment

Retire Australia

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Subsequent waves of covid outbreaks have led to some disruption to operations, however RetireAustralia is well prepared and taking the necessary action to protect residents and staff
To date, RetireAustralia residents and staff have had no cases of covid-19
Favourable economic conditions, including an uplift in HPI continue to drive performance, with strong resale and development settlements across all geographies
The June quarter results were well ahead of budget and included 124 resales settlements and 22 development sales. The FY2022 budget is based on 367 resales and 75 development sales
Construction contracts have recently been entered into for two developments on the New South Wales Central Coast for Stage 3 of The Rise at Wood Glen (34 ILAs) and 22 additional ILUs at Forresters Beach
Construction will be commencing shortly on Stage 2 of The Verge located on the Gold Coast (66 ILAs) and for The Green Tarragindi, a 94-unit development in metropolitan Brisbane

Outlook

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Infratil is a high conviction investor with significant positions in our preferred sectors
Focus remains on maintaining a balanced portfolio of scaled platforms that can generate attractive non-correlated returns
The strength of the Company’s balance sheet reflects the sale of Tilt Renewables, and repayment of all bank debt
Infratil is uniquely positioned to redeploy this capital with a strong pipeline of opportunities within existing platforms and other adjacencies a priority
We have a vision for Infratil to be a leader in sustainable infrastructure investment, and we believe our current portfolio reflects this

Presentation of the Annual Report

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Shareholder Questions

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Resolutions

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Resolution 1

Re-election of Mark Tume: That Mark Tume be re-elected as a director of Infratil

For Against Discretionary 244,744,711 19,296,230 7,642,213 (90.09%) (7.10%) (2.81%)

Resolution 2

Re-election of Paul Gough: That Paul Gough be re-elected as a director of Infratil

For Against Discretionary 283,081,949 91,698 7,666,119 (97.33%) (0.03%) (2.64%)

Resolution 3

Election of Jason Boyes: That Jason Boyes be elected as a director of Infratil

For Against Discretionary 283,011,104 140,518 7,692,900 (97.31%) (0.05%) (2.64%)

Resolution 4

Payment of FY2020 Incentive Fee by Share Issue:

That Infratil be authorised to issue to Morrison & Co Infrastructure Management Limited (Morrison & Co), within the time, in the manner, and at the price, prescribed in the Management Agreement, such number of fully paid ordinary shares in Infratil (Shares) as is required to pay all or such portion of the third instalment of the 2020 Incentive Fee (if payable) as the Board elects to pay by the issue of Shares (2020 Scrip Option), and the Board be authorised to take all actions and enter into any agreements and other documents on Infratil’s behalf that the Board considers necessary to complete the 2020 Scrip Option.

For Against Discretionary 247,206,473 33,287,168 8,133,361 (85.65%) (11.53%) (2.82%)

Resolution 5

Payment of FY2021 Incentive Fee by Share Issue:

That Infratil be authorised to issue to Morrison & Co Infrastructure Management Limited (Morrison & Co), within the time, in the manner, and at the price, prescribed in the Management Agreement, such number of fully paid ordinary shares in Infratil (Shares) as is required to pay all or such portion of the second instalment of the 2021 Incentive Fee (if payable) as the Board elects to pay by the issue of Shares (2021 Scrip Option), and the Board be authorised to take all actions and enter into any agreements and other documents on Infratil’s behalf that the Board considers necessary to complete each of the 2020 Scrip Option and the 2021 Scrip Option.

For Against Discretionary 247,151,624 33,332,445 8,139,693 (85.63%) (11.55%) (2.82%)

Resolution 6

Auditor’s remuneration:

That the Board be authorised to fix the auditor’s remuneration

For Against Discretionary 277,921,490 5,194,863 7,725,963 (95.56%) (1.79%) (2.65%)

Thank You

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www.infratil.com

Glossary

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5G	Fifth generation mobile network
FWA	Fixed Wireless Access (the delivery of high-speed broadband over mobile networks)
GW	Gigawatt (a unit of power equivalent to 1,000MW)
GWh	Gigawatt hours (used as a measure of the output of large electricity power stations)
HPI	House Price Inflation
ICT	Information and Communications Technology
ILA	Independent living apartment
ILU	Independent living unit
MW	Megawatt (a unit of power)
PET-CT	A procedure that combines the pictures from a positron emission tomography (PET) scan and a computed tomography (CT) scan to provide detailed pictures of areas inside the body
Proportionate EBITDAF	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.
PSE	Price setting event
S&P	Standard and Poor's
TSR	Total Shareholder Return
WALE	Whole of portfolio weighted average lease expiry

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INFRATIL LIMITED. — AGM Information 2021

65106_rns_2021-08-18_2264f248-f729-4028-b9ea-db4be62776a9.pdf

Infratil Annual Meeting of Shareholders 19 August 2021