INFRATIL LIMITED. — Director's Dealing 2013

Dec 5, 2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Infratil Limited

ABN ARBN 144 728 307

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Duncan Saville
Date of last notice	16 January 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect.
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Holds/held a relevant interest in the shares held for Utilico Investments Limited and ICM Limited by virtue of being a director and associated person of ICM Limited which is the investment adviser to Utilico Investments Limited.
Date of change	(1) 29 November 2013 (2) 5 December 2013
No. of securities held prior to change	(1) Utilico Investments Limited: 73,038,296 ordinary shares (2)ICM Limited: ordinaryshares.
Class	Ordinary

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	(a) As a result of the transactions in paragraph 13 above, Mr Saville’s net associated holdings in Infratil Limited have increased by 302,040 ordinary shares. (b) The increase mentioned above is made up of: the acquisition by ICM Limited of 9,783,353 ordinary shares and the disposals noted below.
Number disposed	3,139,210 ordinary shares, and the disposal by Utilico Investments Limited of 6,619,021 ordinary shares.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(1) Nil in relation to the acquisition of IFT shares by ICM Limited, as a result of the reorganisation of H.R.L. Morrison & Co Group Limited. (2) $2.38 per share for the dispositions noted above.
No. of securities held after change	(1) Utilico Investments Limited: 66,419,275 ordinary shares. (2) ICM Limited: 6,644,143 ordinary shares.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	(1) Acquisition off-market – as a result of the reorganisation of H.R.L. Morrison & Co Group Limited, an in specie distribution to ICM Limited of 9,783,353 IFT ordinary shares. (2) On Market – Disposal by Utilico Investments Limited of 6,619,021 ordinary shares, and disposal by ICM Limited of 3,139,210 ordinaryshares.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/a
Nature of interest
Name of registered holder (if issued securities)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/a
If prior written clearance was provided, on what date was this provided?	N/a

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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DISCLOSURE NOTICE
Disclosure of Directors and Officers Relevant Interests
(Section 19T, Securities Markets Act 1988)
A. Disclosure obligation (tick box to note which disclosure obligation applies)
Initial disclosure (complete Parts A, B, C, D, F, and G of this notice)
Ongoing disclosure (complete Parts A, B, C, E, F and G of this notice)	X
B. Preliminary
1. Name		Duncan Saville
2. NZX company code of issuer		IFT
Name of issuer		Infratil Limited
3. Name of related body corporate (if applicable)		NA
4. Position you hold in the issuer		Director
5.Date of this disclosure notice		6 December 2013
C. Nature of relevant interest
6. Name of registered holder(s) of security (as required by regulation 6A(b) or regulation 7(b))		JP Morgan Chase Bank NA/National Nominees Limited
7. Class and type of security (as required by regulation 6B or regulation 8)		Ordinary shares
8.Nature of relevant interest in security (as required by regulation 6A (a) or regulation 7(a))		Non-beneficial: Holds/held a relevant interest in the shares held by Utilico Investments Limited, and H.R.L. Morrison & Co Group Limited which has been reorganised (‘Market Holdings’), by virtue of being a director and associated person of ICM Limited which is the investment adviser to Utilico Investments Limited and a beneficial shareholder in Market Holdings.
D. Date(for initial disclosure)
9. Date of disclosure obligation (as required by regulation 6C)		N/A
E. Transaction (for ongoing disclosure)
10. Date of last disclosure (as required by regulation 13)		15 March 2013
11. Date(s) of acquisition(s) or disposal(s) (as required by regulation 9)		29 November 2013
12. Number of transactions (as required by regulation 12(2), if applicable)		1

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13. Nature or type of transaction (as required by regulation 11(1)(a))		Off-market Disposal – As a result of the reorganisation of Market Holdings an in specie distribution to its shareholders of IFT shares beneficially owned by that company.
14. Consideration (as required by regulation 10)		Nil because a in specie distribution by Market Holdings.
15. Number of securities held prior, set out by class and type (as required by regulation 8)		(1) Utilico Investments Limited: 73,038,296 ordinary shares (2) Market Holdings: 36,348,730 ordinary shares.
16. Number of securities subject to acquisition or disposal (as required by regulation 11(1)(b))		By virtue of the reorganization of Market Holdings, a disposal by Market Holdings of 36,348,730 ordinary shares.
F. Extent of relevant interest
17. Number of securities held now, set out by class and type (as required by regulation 6B or regulation 8)		(1) Utilico Investments Limited: 73,038,296 ordinary shares. (2) Market Holdings: nil ordinary shares.
Signature (as required by regulation 14) Signed by David Shillson as authorised person for Duncan Saville

2

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