INFRATIL LIMITED. — Director's Dealing 2015

Jan 14, 2015

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	20 January 2014

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	14 January 2015
No. of securities held prior to change	49,349,418
Class	Ordinary

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	0
Number disposed	10,400,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	NZD $2.95 per share
No. of securities held after change	38,949,418
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On Market – Disposal

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)
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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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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Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and Name of listed issuer: Date this disclosure made: Date of last disclosure:

Director or senior manager giving disclosure

Full name(s): Name of listed issuer: Name of related body corporate (if applicable): Position held in listed issuer:

Infratil Limited 15 January 2015 21 January 2014 Duncan Saville Infratil Limited NA Director

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products: Nature of the affected relevant interest(s): For that relevant interest- Number held in class before acquisition or disposal:quisition or disposal:uisition or disposal:posal:osal: Number held in class after acquisition or disposal:quisition or disposal:uisition or disposal:posal:osal: Current registered holder(s):gistered holder(s):istered holder(s):(s):s):):: Registered holder(s) once transfers are registered:gistered holder(s) once transfers are registered:istered holder(s) once transfers are registered:gistered:istered:

Class of affected quoted financial products: Nature of the affected relevant interest(s): For that relevant interest- Number held in class before acquisition or disposal:quisition or disposal:uisition or disposal:posal:osal: Number held in class after acquisition or disposal:quisition or disposal:uisition or disposal:posal:osal: Current registered holder(s):gistered holder(s):istered holder(s):(s):s):):: Registered holder(s) once transfers are registered:gistered holder(s) once transfers are registered:istered holder(s) once transfers are registered:gistered:istered:

Ordinary shares in Infratil Limited

Non-beneficial: Holds a relevant interest in the shares held for Utilico Investments Limited by virtue of being a director. 49,349,418 38,949,418 National Nominees Limited National Nominees Limited

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

Type of affected derivative: Class of underlying financial products: Details of affected derivative- The notional value of the derivative (if any) or the notional amount of underlying financial products (if any): A statement as to whether the derivative is cash settled or physically settled: Maturity date of the derivative (if any): Expiry date of the derivative(if any): The price specified in the terms of the derivative (if any): Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products: For that derivative,- Parties to the derivative: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:

Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: Details of transactions requiring disclosure- Date of transaction: Nature of transaction:

14 January 2015

On market disposal of shares

1

Name of anyotherpartyorparties to the transaction(if known):		Not known (on-market disposal)
The consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal. If the consideration was not in cash and cannot be readily by converted into a cash value,describe the consideration:		NZ$30,680,000 (NZ$2.95 per share)
Number of financialproducts to which the transaction related:		1
If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period without written clearance (a closed period) include the following details—
Whether relevant interests were acquired or disposed of duringa closedperiod:		Not applicable
Whether prior written clearance was provided to allow the acquisition or disposal to proceed duringthe closedperiod:		Not applicable
Date of the prior written clearance (if any):		Not applicable

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products: Nature of relevant interest: For that relevant interest,- Number held in class: Current registered holder(s): For a derivative relevant interest,- Type of derivative:

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying financial products (if any): A statement as to whether the derivative is cash settled or physically settled: Maturity date of the derivative (if any): Expiry date of the derivative (if any): The price's specified terms (if any): Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products: For that derivative relevant interest,- Parties to the derivative: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:

Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable

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Certification

I certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Signature of director or officer:

Date of signature:

or

Signature of person authorised to sign on behalf of director or officer: Date of signature: Name and title of authorised person:

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15 January 2015 David Shillson, solicitor

Notes

Use this form to disclose all the acquisitions and disposals by a director or senior manager of a listed issuer, or of a related body corporate, or in specified derivatives. The disclosure must be made within—

(a) 20 working days after the first acquisition or disposal disclosed in this notice if the acquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial Markets Conduct Act 2013; or

(b) in any other case, 5 trading days after the first acquisition or disposal disclosed in this notice.