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Notice of Special Meeting

17 May 2010

Attached please find a Notice of Special Meeting and Proxy Form.
The  Special Meeting of shareholders of Infratil Limited will be held at Spectrum Theatre, BP House, Cnr Customhouse Quay and Johnston Street, Wellington, on 9 June 2010 commencing at 10am.

The completed Proxy Form must be received by the share registrar or online appointment must be completed by no later than 48 hours before the meeting, being 10am on 7 June 2010.

The Shareholders
Infratil Limited

As previously advised to the market, the Company is proposing to obtain a dual listing on the Australian Stock Exchange.

It is important to note that obtaining a dual listing does not affect our current NZX listing. The Australian Stock Exchange listing will be supplementary to this. Your Directors consider that it is of benefit to the Company to obtain this dual listing to:

- reflect our history of, and ongoing commitment to, investing in Australian based infrastructure and utility assets;
- give the Company access to a large capital market for future growth;
- enable our steadily growing number of Australian resident shareholders to more easily deal with their shares on their local exchange and in their local currency; and
- potentially grow our shareholder base and awareness of the Company in Australia which may enhance the liquidity of our shares.

Before this dual listing can be obtained, the Company’s constitution must be amended to contain certain provisions that are required by the listing rules of the Australian Stock Exchange. These provisions are detailed in the Notice of Special Meeting that follows and are very similar to the provisions that are already required to be in our constitution under the NZSX Listing Rules.

Rather than just amend our current constitution to meet these Australian Stock Exchange requirements, your Directors consider that this is an appropriate time to adopt a new constitution that reflects recent developments in New Zealand law and the NZSX Listing Rules since 2004 when our current constitution was adopted. It also provides more flexibility for the Company to utilise future developments in law and the NZSX Listing Rules. These changes are also detailed in the Notice of Special Meeting that follows. Your Directors unanimously recommend voting in favour of the special resolution to adopt the new constitution.

I look forward to seeing you at the Special Meeting and answering any questions you may have.

Yours sincerely

David Newman
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