Tena tatou katoa. I'd like to call the meeting to order and welcome you all to Infratil's 28th annual meeting. I can confirm that under Infratil's constitution, we have a quorum, and this meeting is properly constituted. In the interest of encouraging shareholder participation, this year, shareholders were given the option to join the meeting in person or online. It's so pleasing that COVID restrictions haven't prevented us from offering the physical meeting. In addition to those of you in the room today, I'm very pleased to welcome those who are participating online through our virtual meeting platform, which is provided by Link Market Services. For those of you online, I'd like to note that you're also eligible to submit questions. Slide three of the presentation is a picture of the virtual meeting platform, and the arrows show where to click to get a voting card and how to ask a question. If you need any help, you can call the number which is displayed in the blue bar at the top of the platform. I'd also like to advise the meeting that members of the press and non-shareholders may be present. At the completion of the meeting, I invite those of you who are here in the room with us today to join the directors for refreshments. Before progressing onto the business of the meeting, I'd like to introduce you to your directors. I'm Alison Gerry. I'm the independent director and chair of the board, and a member of the Audit and Risk, the Nomination and Remuneration Committee, which we refer to as the NomS committee, and the Management Engagement Committee, which we call the MEC. I'm also seeking re-election as part of today's meeting. Jason Boyes is a non-independent director and was appointed Chief Executive of Infratil last year. Andrew Clark is an independent director. Andrew is a member of the Audit and Risk Committee and the MEC. Andrew joined the board in June this year and is seeking election at today's meeting. Paul Gough is an independent director and is a member of the NomS committee and the MEC. Kirsty Mactaggart is an independent director. Kirsty is the chair of the MEC and a member of the Audit and Risk Committee. Kirsty is also seeking re-election at today's meeting. Peter Springford is an independent director and a member of the MEC. Mark Tume is an independent director, our former Chair, now Chair of the Audit and Risk Committee, and is a member of the NomS committee and the MEC. Phillippa Harford is our Chief Financial Officer, and Brendan Kevany is our Company Secretary. Phillippa and Brendan are both in the room with us today. We have Gavin Silva joining us from KPMG, and KPMG are our auditors. We've got Josh Blackmore and Bradley Kidd from Chapman Tripp, who are here today in the room with us and are our external legal advisors. In addition to your Infratil directors, we've also got with us directors and managers from our businesses. We've got Jason Paris online for Vodafone. We've got Peter Coman for RetireAustralia and Qscan, Matt Clarke for Wellington Airport, Paul Ridley-Smith for Manawa Energy, Terry McLaughlin for H.R.L. Morrison & Co, and of course, we've got Jason Boyes here today also as the director of CDC Data Centres and as the chair of Longroad Energy. Now moving to the meeting proper. Are there any apologies, please? As the notice of meeting has been sent to all shareholders, I'll take it as read. Proxies have been lodged by 894 shareholders holding 370,475,787 shares, and this represents 51.05% of the ordinary issued capital. I advise that the board has confirmed that the minutes of the last annual meeting, which, if you remember, was held online on the 19th of August, 2021, are a true and correct record of that meeting, and copies of the minutes are available to all shareholders. Before progressing onto the formal matters, I'd just like to take a little bit of time and reflect on another fantastic year of accomplishments for Infratil. To start, I'd like to thank Mark Tume for his outstanding tenure as Chair. Mark has served as Chair from 2013 until earlier this year and has been on the board since 2007. What stands out for me has been his leadership, his constructive challenge, thoughtful debate, humor, and collegiality. He's brought an analytical focus and a relentless drive to add value. It's also a testament to his tenure as chair that Infratil was recognized as Company of the Year in the Deloitte Top 200 Awards earlier this year. This will be Mark's last annual meeting, but he will remain on the board as a director until the end of the year. Mark will certainly leave big shoes to fill around the board table. Andrew Clark has recently joined the board, and we're going to hear more from Andrew as part of the formal proceedings, and a search for an additional director is currently underway. Kirsty Mactaggart has been appointed as the chair of the Management Engagement Committee, and this committee comprises the independent directors and is tasked with monitoring the manager's performance and compliance with the management agreement, as well as managing any potential conflicts or perceived conflicts of interest between Infratil shareholders and the manager. In recent times, there have been changes in the CEO, the chair, and the board, but we believe we've managed these transitions well, and my message to shareholders is they should expect consistency of approach, discipline, and a continued focus on execution. With the Tilt sale and more recent transactions, shareholders have seen investment returns which accrue from being at the forefront of trends. While the transactions may reflect particularly well in a single annual year, they are often the result of a clear strategy, careful planning, and quality execution over many years. The fact that the Tilt sale took over two decades to realize demonstrates this. Having said that, I'd like to briefly touch on two outstanding transactions which we've announced since the end of the financial year, which have actually had much shorter gestation periods, but are also only at the beginning of their Infratil investment stories. The first was Vodafone's sale of its passive mobile tower assets and Infratil's reinvestment in the new TowerCo business. Shareholders will remember that it was actually only in May 2019 that Infratil acquired just under half of Vodafone New Zealand for about $ 1 billion. Based on the March 2022 independent valuation, Infratil expects to have generated a 26.7% per annum return on its investment in Vodafone following the towers sale. The towers deal was a fantastic result, reflecting an incredible effort and exceptional swift execution and action by both the board and management to achieve the best result for shareholders. It's also worth noting that no incentive fee was payable to the manager in relation to this transaction because Vodafone is a New Zealand asset. The second transaction was the new capital and co-investor for Longroad Energy. I'm going to leave it to Jason to focus more on this transaction, but the key soundbite for shareholders is that from an original investment of $100 million, together with $100 million from NZ Super Fund, the business is now actually worth $2 billion in just six years and is well-positioned for the next phase of its growth. At the completion of the transaction, Infratil will have invested a net $112 million in Longroad since 2016, and we will have achieved an internal rate of return of 59% per annum based on the pre-money valuation of our stake, which is implied by this transaction. The level of return is a real testament to having identified an opportunity early, built and supported the right team, and relentlessly executed on the plan. We really look forward to seeing the Longroad story progress further, as well as its new, sister renewables. I don't know why they don't talk about brother renewables, but sister companies through Galileo and Gurīn Energy. Galileo in Europe and Gurīn Energy in Asia. Taking a longer term approach to value creation is key to delivering outsized returns. It takes us time to transform an idea that matters from a single asset into a wider next generation platform with strong long-term value creation potential. The long-term nature of those investments requires conviction. By their very nature, early investments involve analysis and insights which are ahead of the curve. Before I conclude, I wanted to mention that, you know, this isn't the only time that we actually meet with shareholders. We have this formal annual meeting, which is managed in quite a prescribed way. But in addition to the normal investor and stakeholder investor activities, we remain one of the few NZX-listed issuers that undertakes an annual retail roadshow. This year, we undertook 16 meetings in 15 cities and towns across the length of New Zealand over a two-week period starting at the end of May. We had 1,400 people attend, which was fantastic. We feel that it is important and a worthwhile investment of time and resources to help our shareholders, wherever they live, to have an opportunity to firsthand interact with the management team and get a better understanding of our strategy. I'd like to conclude by reiterating the key message for how we deliver on our strategy of investing in ideas that matter, through consistency of approach, discipline, and a continued focus on execution. I'd like to now hand over to Jason to present the chief executive report. Well, thank you, Alison, and kia ora koutou, everybody here and online. It's great to be here for the first time in person for an AGM. Last year, at last minute, I ended up having to do this in my study, which wasn't ideal. Lovely to see you all. I will do a few things in this review. I will look at the last financial year, which feels as always at this period of time like ancient history, but we may as well do that. I'll talk a little bit more about the recent developments since then, which have had quite a material impact on the share price, which everybody in the room will have seen and enjoyed. I think I'll take you through the kind of material companies and areas we're investing and give you an update on our latest views on them four months into the year. Hopefully from that you'll get a sense of where we think there are opportunities for further investment as well, because we're in a pretty good position to do that. Three parts, bear with me. This slide you would have seen at the full year results announcement, and we don't adjust it at all. Just to pause for a second on the year, that was to 31 March this year. It It was a record net parent surplus, well over NZD 1 billion, and that was materially as a result of that Tilt Renewables transaction that we've talked about a lot. Significant impact on that number. There was also a really high level of investment last year as well, NZD 1,400 million, and there were some new businesses that we started in that period, which contributes a lot to that number, and I'll talk about that in a second. At that time, we were talking about NZD 1,600 million of available capital. That's changed a little bit. I'll give you an update on that. You should roughly think that Infratil has sort of NZD 1 billion of capital at the moment available for investment within our existing businesses or in any other platform we choose to start. That hasn't changed too much since that time. The shareholder return and dividend numbers there showed a really strong performance over that period, again, materially contributed to by Tilt. That feels like a long time ago, but worth reminding ourselves of. If you look at how the portfolio was last year, it's quite an interesting snapshot actually, with digital infrastructure and renewables roughly the same size in the portfolio, 40-odd percent. We had started the healthcare platform, which is diagnostic imaging, of course. At that time, we had only invested in Qscan in Australia. Quite an interesting shot. What happened over the period, a strong skew towards digital infrastructure has happened in that period, right? From 40%-60% over that time. How did that happen? A couple of things happened in that period. One was obviously that sale of Tilt Renewables, quite a big investment in the portfolio dropping out. We also had really strong valuation performance in digital infrastructure generally as a sector, but CDC and Vodafone as well. They grew really quickly. These numbers actually now reflect that valuation uplift in Longroad that Alison talked about before. This is sort of actually very current that before even that valuation uplift there was actually an even stronger weight to digital infrastructure. What I would say about the weighting between those two sectors is that future growth in digital infrastructure is turning up more in the evaluations at the moment than you're seeing in the renewables parts of the portfolio. Longroad, I think, is the start of a series of things you should see happen in renewables, where more and more of the forward growth in that sector should turn up in that valuation over time as those businesses mature. Actually, if I sort of fuzz my eyes and roll ahead a couple of years, I don't think that skew towards digital infrastructure is actually as strong as it might appear. What else did we do in the period? We materially increased our investment and scale in healthcare or diagnostic imaging. Over that period, Pacific Radiology, the RHC group, joined, and they made further investments in alongside Auckland Radiology, the group of doctors who are very strong in that Auckland market, where Pacific Radiology didn't have a presence, and also in Bay Radiology in and around Tauranga. That effectively doubled the size actually of our investment in diagnostic imaging in that period. You sort of see a strong scaling of the percentage of the portfolio that's in healthcare. A couple of other things to mention. We started an early-stage investment in digital infrastructure, Kao Data you see up there. That's our London-based data center business, where we invested $100 million, I think, in that period. That looks like a CDC, maybe even a couple of years before we made that investment in Australia. An early stage platform developer of data centers in a really big, strong market where we think they have a niche that'll enable them to grow and become even more and more relevant. We also started earlier stage investment in Gurīn Energy, which is on there, which is that Asian renewable development entity. Last of all, we dotted on the Manawa Energy, which was Trustpower, I think at this time last year. Of course, they sold their retail business to become a focused generation owner and now developer. Actually, funnily enough, looks a lot more like all the other logos under that renewable slot now. They're all focused in on that renewable generation ownership and development piece, which we think is really attractive. If you track the flags down the bottom and we don't show this at this time of year, but around investor day you can see it. You can see the geographic diversity of the portfolio is increasing as well with platforms across a number of different jurisdictions now. The big ones are still at this end of the world, although I'd argue Longroad is now one of the big ones and is obviously based in the U.S. Pretty big shifts in the portfolio. Some nice early-stage investments in the things that we know a bit about. I would flag, I would expect the renewables to sort of catch up to digital over time. Two quick things before I go into the businesses that we currently own and give you an update on them. As Alison mentioned, since the end of financial year, Vodafone announced the sale of its towers business. Alison described nicely, I think, the financial metrics of that, which were quite incredible, really, when you think, we acquired that whole business for around 7x its earnings, and were able to sell that towers business for well over 30x its earnings, in line with exactly what Spark did. I often get asked, why did we choose to reinvest? In that business, it's actually quite a nice stable business. You know, when we acquired Vodafone, part of the thing we liked about it was the embedded infrastructure within that business. Having an ongoing exposure to that is actually quite attractive as part of Infratil's portfolio. Remember, Infratil tries to blend a balance of core, reliable, defensive assets with more high growth assets like a CDC or a Longroad. You know, we expect that business to earn sort of around 8% type returns, which I think sits really nicely alongside some of the core defensive parts of Manawa or you know, some elements of the airport as well. It fits quite nicely in the portfolio. I think it gives us interesting insight into an industry we really like, as well, and we obviously have another dog in that game in Vodafone. The last thing I would say about the TowerCo transaction is it does, I think really exemplify the types of things we were thinking about when we talk about assets having embedded options within them. These are things that we either give us an option to invest or that we can do with those businesses that we don't have to do, but that we think if the conditions are right, can create a lot of value to us. The downside of those sorts of businesses, they tend to be quite complex with lots of things going on in them. The upside is there are lots of things you can go to in those businesses to create value as and when opportunities arise, and this is a really classic example. The Longroad capital raise, I think again, Alison described really well. It is a phenomenal success story, really, Longroad, to take our $100 million U.S. initial investment into something that's now worth over $1 billion. I wouldn't disagree with anything Alison said about how we went about that. It's a very deliberate strategy. Across the business, we're trying to recreate new versions of Longroad. I would say with this transaction, it seems like an unfathomable number, right, with 40x forward earnings as representing that $2 billion valuation. I don't think it's out of line with the way Tilt was valued or other businesses in this sector we see being valued as well. I would also say that this is a valuation that was really set before the latest legislative moves in the U.S. to encourage even more renewable investment. I would not say that this business is ex-growth at all. We see good further returns from it in that market. Sort of couple of victory laps there. Last victory lap I promise, the share price performance is something we put up every year. It's obviously been significantly influenced in recent periods by that Longroad transaction announcement. You can see it right at the end, but also the TowerCo transaction as well. I think those two together have contributed to that one-year total shareholder return of 26.4%. It's quite interesting when you look at Infratil over a long period of time. We tend to see sort of flat or slow growth periods punctuated by these blips, right? Those blips tend to come as, the value of all that work that gets done over a period of years often suddenly gets recognized in the market. It just so happens we've had a couple of those, this year. Be good if we could do a couple every year, wouldn't it? I'm not sure we can necessarily achieve that. So that profile is actually the way the Infratil share price tends to behave. Somebody described it to me once. I haven't come up with a better description, Infratil as defensive with growth. You know, you should see really good, solid, stable core performance in the portfolio, and then every now and then, some growth investments coming off. We traditionally put this up often for the analysts, but I think the main message around our debt and liquidity is that we're in a historically very strong position, obviously with those Tilt proceeds in the bank and not fully invested yet. This still doesn't take into account yet, I think the TowerCo transaction proceeds. Obviously, that hasn't settled yet. You know, our share of that is roughly NZD 800 million. I think net of our reinvestment is about NZD 600 million, and we would expect that to find its way back to shareholders in some shape or form. That's Infratil as the shareholder over time. Never better on guidance. We're only four months into the year. We're maintaining guidance at the range we set at the full year results announcements. As you'd expect, there's some unders and overs in the air, but no reason to change that at this time. We'll update that at the half year. Let me take us through the portfolio. Remember, we're a digital infrastructure, renewables, healthcare, and then the airport. Digital infrastructure is dominated by CDC, our biggest asset by far. Now, you know, our interest is well over NZD 3 billion in value. I was lucky enough to visit the two new Auckland data centers earlier this week, actually. One's open and one's about to be open this weekend, which was an amazing feat, really, through a pretty difficult COVID-affected period. Together with the new one in Canberra, which is going to be commissioned in September, so nearly this month, next month, and a new facility in Eastern Creek Four, which is our biggest ever, 40 MW. They'll be adding 100 MW of capacity, which has happened over the last 18 months. That's of a total of 260-odd MW of capacity. A massive effort for that team to get those sorts of infrastructure out of the ground through a really tough period, you know, more or less within budget, more or less a little bit on time. It really does, I think, underscore for us the quality of that team and what we're seeing as a result of that as customers acknowledging that as well. For critical load, they will tend to gravitate towards CDC because they have a demonstrated track record of delivering in even the hardest of conditions, right? We continue to think it's a differentiated platform, even though you probably can't go a week, and even in this country, right, seeing someone announce a new data center. Quite a big difference between announcing one and building one, and we're finding that in Auckland, in particular, for example, actually having the capacity available is quite a differentiator from others who are, you know, talking about capacity coming next year or the year after. As a result of that, we've continued to feel really good demand signals from our existing customers and new customers. And really the business is getting set for another big round of investment is what I would flag to you. Melbourne will be starting this year, as I flagged at the full year results, and there should be more to come. I think it's continued to be a really strong investment place for us to be. Vodafone New Zealand, we've talked about already the biggest thing that has happened in this business since that period. It did underscore, as Alison said, what an excellent investment really it has been for Infratil shareholders, in a sector that hasn't traditionally been a happy hunting ground for 20%+ IRR type investments return. We're still investing quite a lot in customer experience and the network. As we flagged at the full year, and I think we're still saying now, we expect that elevated level of investment to continue for a period. That's not going to be done, you know, in one or two years. That's a two, three, four-year type project. We think there are great returns to be earned by doing that over the long term. Businesses like Vodafone will need to have made that investment to be relevant in the future. For the long-term value of the business, we need to keep making those investments, which we're happy to do. That's in IT, obviously, but also lots of things in the network. Buying back our own store network to make the customer onboarding process smoother and better. We can control it better that way. A lot of little things that are done to improve our customer proposition, and you should expect that to continue over the period. Just from an operating perspective, roaming has recovered quite well. I think everybody has seen travel return quite quickly, not only domestically, but certainly Kiwis heading offshore, which has been nice for us. I see Spark yesterday in their announcements noted the same effect. We'll be updating more formally on their performance later in the year, but in a good spot, we think. That's digital infrastructure. Switch to renewables. It's now with that tightening of Manawa's focus that I mentioned before, I think very appropriate to put all these businesses on a single map because they're all really focused on this generation and renewable development now. Although it might be nice to have a few more countries colored in, actually, these countries that we've colored in, which are the ones that are addressed by all our platforms in the US, Asia, Europe, and in New Zealand, that actually constitutes about 80% of the addressable development market in the world. If you take out China, which only Chinese developers can develop in, these countries will produce 80% of the projects that are gonna be developed over the next 10 or 20 years, which is a really great place to be, obviously. Let me run through some of the bigger ones. Manawa, a big congratulations to the team completing the sale of that retail business this year. I know it was a massive job for the team and took quite a lot of focus and effort, but well worth it 'cause we like the position that the business now finds itself in. They are making good steps towards focusing on generation enhancement of their existing portfolio and new development, where I think the signs are that there's actually a decently sized addressable market for Manawa to seek its fair share of. We're happy with the progress they're making there as our tech their partners in that investment, and we support it. We're really happy to have Dion Campbell join that board. Dion's obviously the ex-CEO of Tilt Renewables, and there is another member of the Tilt team working with him at Manawa. I think as Infratil shareholders, we can be comfortable that whatever that team produces and proposes as a project will look and feel familiar to us right from those Tilt executives being involved. In a good spot as well. Longroad Energy we've talked about before. One thing I did wanna mention to give people a sense of, 'cause we often forget it, is the scale of that business. It's really hard to get your head around it. I went and saw some of the projects in Arizona recently, and they are phenomenally big. They're talking about 1.5 GW of generation capacity for the next three years, every single year. If you add all that up, that sort of adds up to, in generation hours terms, about the same as Manawa. Building a Manawa every three years to give you a sense of. It's quite a lot of megawatt hours of electricity. The things to watch there, I think to track its performance, that we're able to execute that level of transactions and the cadence we expect. Obviously, the Americans call it the Inflation Reduction Act or it's Build Back Better. Doesn't really matter what you call it. It's a phenomenal shot in the arm for renewable development. That wasn't factored into that forecast. We've got a nice little tailwind, I think, to help us make sure that we do at least hit those targets. That's the thing to watch there, 'cause remember, it's still a development company, right? Development risk is not hydro generation. It's quite different. Things can happen to developments that mean they don't happen, but that's why you get paid a higher return. Inflation Reduction, and just to give you a sense of that, I mean, the teams are still working on exactly what it means for the margins on our developments. I've seen sort of independent reports talking about up to 40%-50% improvements in margins as a result of some of the new effectively subsidies, but incentives that have been put into that package. Whether that comes in terms of margin or whether it comes in just improved numbers of projects you can achieve, there's no doubt it's a really material tailwind for that business. Gurīn and Galileo are the newer ones, right? Galileo is about three years old, based in Europe. I think the team has come together really nicely there, and we should see the first projects actually coming out of that platform later this year in Italy, some solar projects, 200-odd MW. It should be a really nice moment for the team to know that they can actually take something from bare earth to a project. We'll get a sense of whether our projections of the margins for that business, which are not that different from Longroad, are actually really achievable. Good progress there. Gurīn's obviously a bit newer. We only invested in that last year in Southeast Asia. Already they came as a ready-made team, if you remember. There were 30 of them that had already been working together for 10 or so years. Still, you've got to get into a new environment and a new cadence, right? Already they've signed up quite an interesting set of solar projects in South Korea, and they're looking across Asia. Again, you know, if you roll forward a few years, these businesses shouldn't be that different from Longroad actually. The way you develop isn't so different. The margins tend to even out around the world and tend to be relatively stable. I mean, the world can change a lot in a few years, but I would say the plan is clearly to build more Longroads across the globe. That'll mean obviously there'll be individually quite interesting investments on a standalone basis, but what you should get is a kind of a global scale that they should all benefit from, whether it's in terms of buying things together jointly or even just ways of working, together, which you can learn from at a size that individually they don't really have. One really good example is cybersecurity. It's a big issue in all industries, right? But they are working together on what best practice is across the world and bringing that into their own businesses. Just one example. Wellington Airport is bouncing back well from COVID. Domestic travel, we've all experienced it, has been really strong and some certainly outbound international travel has come back, really well. The team's continuing to do a fantastic job, we think. We shouldn't get too excited, I guess, as shareholders. We're still a couple of years away from getting dividends going again, right? That is important from an Infratil perspective. That's the important role Wellington Airport plays in our portfolio, one of the important roles, is that ongoing cash flow. But it's heading definitely in the right direction there. Diagnostic imaging. Remember, this is Qscan in Australia and RHC in New Zealand, which is Pacific Radiology, Auckland Radiology, and Bay Radiology. In a nutshell, why we invested in this space was obviously we like the long-term trends, but we felt that and the doctors involved in these businesses felt as well, that there are real benefits to patients and outcomes in achieving larger scale than they're able to achieve on their own. You've seen that obviously through us contributing capital and being able to bring together those four businesses under a roof. Investing alongside the doctors is a really important part of that thesis. We're seeing some of that scale benefit starting, and so we do believe in that thesis. It is important to note, I think, that in terms of our portfolio in this post-COVID period, probably the diagnostic imaging platform is one of the more affected. You know, Wellington Airport's bouncing a bit well and Vodafone as well, but I think this is one of the ones where the effects have lingered longer. A little bit that's to do with people not going to their GPs as much. A little bit that's to do with how the referral pathways work when people are seeing their GPs through telehealth type platforms. We do expect that to even out over time because we all know that the underlying incidences of illness and the things that we need these diagnostic imaging services for haven't changed at all. We've seen that in the past when we've had people not being referred, that people just present later with more serious illnesses. We do expect that to lessen over time. We're taking this time to make sure that we're still executing on the growth investments that we expected to be making when we made these initial investments. We've been really happy with the teams rolling out the new clinics that we expected to be putting in place when we made our initial investment, you know, 11 over Australia and New Zealand and more to come. That's new machines and doctors and all the teams that go with that coming into areas that are previously underserved because they didn't have any local access to these facilities. We're happy to be making those investments because we do have conviction in the long-term volume bounce back. We're starting to work on the teams working together, right, to try and use their scale to make investments in things like IT, doctor training, and all those things we talked about before that were really hard to make when they were smaller, separate businesses. We expect that to continue over the medium term and produce benefits. There are other growth opportunities that we've explored and that we'll continue to explore, but I think there's plenty to be doing within the businesses we have as well. RetireAustralia, just quickly, that is undergoing a strategic review. We've launched a formal sales process on that. We should have news on that later in the year. Ironically or not, actually, it's performing better than it ever has, or certainly as good as it ever has. One of those kind of post-COVID things we didn't really expect was people appreciating how well these businesses performed looking after their residents in that period. There's definitely a bow wave of delayed demand being seen by those businesses. Look out to see how that strategic review process goes later in the year. To sum up, I mean, it's hard not to get excited about the last 18 months. The performance has been obviously very strong, probably stronger than we would've predicted, I would say. That's not through lack of work, as you can see. You know, at the start of the year, we talked about three things for the business. Look out for tower sales, the capital raise in Longroad, and we believe the growth in CDC continued to be strong, and I think we've delivered on those things so far. The portfolio. We've talked also about how we're thinking about the embedded growth options within our existing portfolio, right? When we think about the future. Whether that's diagnostic imaging investments in new clinics or investing in things within Vodafone that we think will preserve and enhance the long-term value of it. Longroad is definitely non-core growth, and we've got our new renewables platforms and Kao Data as well. A really healthy set of options within the portfolio. The portfolio remains, we think, really strongly positioned. We're seeing good diversity in our earnings. You know, some unders and overs through this period is exactly what the portfolio is supposed to do. We've got a ton of capital available to exercise and address those embedded growth options as we choose, when we choose. capital available to address any new opportunities which we continue to scan for as we always have, to try and stay ahead of the curve on what the new infrastructure of the future is going to be. Happy to take questions later as well, but I'll finish there. Thanks, Jason. There is now an opportunity for discussion of the annual report of Infratil for the year ending March 31, 2022. I'm first of all going to take questions or comments from those of you who are in the room with us today, and then we will move to the questions which might be submitted online. If you're going to ask a question, I would like you to make sure you put up your hand and wait for the microphone to come to you. When a question also relates to one of our businesses, I may call on one of the director or management representatives here in the room today or online to provide a response. For the questions submitted online, management will collate the questions, and if there are multiple questions on the same topic, we might aggregate them and at the appropriate time will seek to address them in an orderly way. If you'd like to ask a question, now is the time to put your hand up, and we will bring you a microphone. For any of our director representatives who are sitting in the front row, if you're going to be answering a question, if you could turn your back to the directors up here and face the cameras, 'cause you've got to remember, we've also got a hybrid meeting underway. I welcome any questions from the floor. Okay, I think we will now move to any questions that have been submitted online, and Mark Flesher is going to read the questions out. Thank you, Chair. Are there any questions, Mark? Thank you, Chair. The first question is from Donald Fowler. Is it time for the company with such great expansion plans to reward long-term shareholders? Great. Thanks for the question. The Infratil board is always seeking to act in the best interests of our shareholders, and we are very focused on growing value. You know, I think there are two ways that shareholders are rewarded. One is through our dividends, which we know are important to our retail shareholders. We are, you know, looking for the dividends to remain stable and increase over time. Also we're very focused on capital growth in the share price. I think, as Jason has already shown us, we've seen some fantastic returns in the last 12 months. I think it was 26.4% over the last 12 months. I think we have delivered great returns to shareholders. Is there a second question, Mark? Next question comes from Andrew Watson. Why has Vodafone decided to retire Vodafone TV? Great. Thanks for that question. I think we'll test again our hybrid meeting. I think we have Jason Paris, the CEO of Vodafone online. I'll hand it over to Jason to answer that question. Kia ora, Alison. Hello, everyone. It's a great question, and I've got two Vodafone TV devices myself, so I'm as disappointed as anyone that we're retiring the product. This is a product that we had a really good crack at scaling, but we just didn't get there. It was losing us around NZD 10 million a year that we've decided to reinvest in other areas that customers care about, like network upgrades, bringing more of our service agents back home to Aotearoa New Zealand. The reason it didn't work, we launched it four years ago, and technology changes quite quickly, as everyone knows. Smart TVs now have the ability to aggregate the applications on the smart TVs themselves without the need to have a box that does it for them. Although it went pretty well at the start, it didn't get to the size of the customer base that we needed to break even. We're ensuring that we don't put any of our customers at risk because we know how important entertainment is to our customers, and we've made sure we've done the right thing by reimbursing customers who have bought devices. We've got a strong partnership with Sky should customers not wanna use their smart TV and have another device that provides their entertainment and sport and content. Sky's a little bit behind its own device rollout. It was supposed to be in September. It's now looking more like October and November. As hopefully anyone with a Vodafone TV device has been communicated to, we're continuing to provide that service until Sky's in a position to transition our customers over. That's it from me. Hopefully that answers the question. Great. Thanks, Jason. Mark. Next question comes from Paul Newfield. How secure is energy supply to the New Zealand data centers? Great. Well, I'll hand that one to Jason, who is on the board of CDC Data Centres, but it is also, you know, great having renewable energy platforms in our portfolio as well as data centers. Jason. Yeah, you get to hear the word megawatt a lot, when we talk, whether it's generating them or using them in the data centers. All the data centers that we build, including the ones in New Zealand, have multiple pathways for electricity into them, as you'd expect we would want and our customers would want. The New Zealand ones are no exception. They do have multiple redundant sources of energy. They obviously also have on-site diesel backups if you know, both or more of those redundant sources of direct off-grid energy fail as well, and they're able to operate the data centers for actually forever if you really wanted to switch them over. Yeah, they're pretty secure, I'd say. Great. Thanks, Mark. Next question comes from Vicky Lam. Does Infratil hold a view on wave technology as part of its renewable energy strategy in New Zealand and internationally? Great question. I am probably going to hand it to Paul Ridley-Smith, who is the Chair of Manawa, to answer this. Yes, we do, and no, we won't be doing that. We're much more interested in grid-scale solar, wind, and perhaps geothermal. I think he's right. I think offshore, there'll be offshore wind as well. Yeah, wave's not in our future yet anyway, unless it improves a lot. Technology changes quickly. Yeah, yeah, exactly. Are there any more questions, from our online audience, Mark? There are no more questions. Okay, great. Thank you. Given there are no more questions, we're going to move to the formal part of the meeting. My fellow directors and I intend to vote all discretionary proxies we've received and for which we are permitted to cast a vote in favor of the resolutions as set out in your notice of meeting. I just remind shareholders that none of Morrison & Co., its directors, related companies, the direct or indirect shareholders, or any staff of Morrison & Co. may vote their shares in respect of resolution four and five, but they may vote as a proxy or voting representative for a person who is qualified to vote on resolution four and five in accordance with that person's express instructions. For those of you in the room, you should have your voting card, which was given to you when you registered, but please do put up your hand if you haven't got a voting card, and someone will come and assist you. Each resolution set out in the notice of meeting is to be considered as an ordinary resolution and must be approved by a simple majority of the eligible votes cast by shareholders. The first set of resolutions for shareholders to consider is the election of directors. The listing rules require that directors must not hold office without re-election past the third annual meeting following the director's appointment or three years, whichever is longer. Accordingly, Kirsty Mactaggart and I both retire, and being eligible, offer ourselves for re-election. In addition, as Andrew Clark was appointed by the board following the 2021 annual meeting, Andrew is also required to retire and stand for election at this meeting. The first resolution is in respect of my reappointment. Mark Tume will chair this part of the meeting. Kia ora, Alison Gerry. We now come to the first resolution, the re-election of Alison Gerry as director. Alison Gerry is retiring by rotation and is putting herself forward for re-election. The board unanimously supports her re-election. Alison Gerry's credentials are outlined in the notice of meeting, and I now extend the opportunity to Alison Gerry to say a few words. Kia ora koutou. It is a real pleasure to be here today in person, finally, at our annual shareholder meeting, and I'm putting myself forward for re-election on the basis that I can make a positive contribution to Infratil. I feel I have the relevant skills, appropriate experience, and importantly, the capacity to help Infratil achieve its many goals and objectives. I joined the board in 2014, and I've chaired the Audit and Risk Committee for the last 8 years. In my executive career, I've worked in finance, treasury, and risk roles for both corporates and financial institutions for more than 20 years. This experience has been invaluable in my role as chair of the Audit and Risk Committee, which I'm now handing over to Mark. After living overseas for 17 years, mainly in Asia and Australia, I moved back to New Zealand with my family in 2007, and since then I've built a career in governance. I've been really fortunate to have had governance roles with many high-performing New Zealand companies, including Spark, Kiwibank, NZX, Queenstown and Wellington Airports, and Pioneer Energy. Many which I think are highly relevant when I consider Infratil's diverse portfolio. Currently, I'm a director of Air New Zealand, ANZ Bank, and I'm the chair of Sharesies. Having broad governance experience gives me a deep understanding of how companies can make a positive difference to the world, delivering great outcomes for shareholders, stakeholders, and our people. One of the reasons I'm really excited to have been elected as chair of Infratil is because I believe so strongly in our purpose, to invest wisely in ideas that matter. Our purpose helps guide our investment philosophy, and as a great example of this is Infratil's recent move into the healthcare sector. I'd also like to assure you that I feel a key responsibility as chair to ensure we have highly capable directors at the board table with diverse skills and capabilities. As a board, we're very conscious of how important it is to build an environment where directors can constructively challenge each other and challenge the manager to ensure we make the best possible decisions for all stakeholders. I humbly seek your support for my reelection. I'm up for the challenges ahead, and am committed to work hard on your behalf. Ngā mihi nui. Thank you, Alison Gerry. I now propose that Alison Gerry be reelected as a director of the company. Are there matters for discussion or questions concerning the motion relating to Alison Gerry's election? There being none. Thank you. Please mark your voting cards in the way you wish to vote by ticking for, against or abstain next to resolution one on the voting card. Welcome back, Alison Gerry. Musical chairs. Resolution two is for the reelection of Kirsty Mactaggart as a director. Kirsty is retiring by rotation and is putting herself forward for reelection. The board unanimously supports her reelection, and you'll find Kirsty's credentials are outlined in your notice of meeting. I'd now like Kirsty to address the meeting. Thank you, Ali. Good afternoon, everybody, and thank you so much for joining us this afternoon. Thank you for considering me for reelection to the Infratil board. I have served since March 2019 and would be honored to serve you for another three years. I'm also a member of the Audit and Risk Committee and Chair of the Management Engagement Committee. A little bit about myself. I am Scottish, as you can probably hear. I lived in Asia for over 20 years, but have been very happy to call New Zealand home for the last four years, and it is definitely my forever home. I've used my last 25 years of global financial market experience as both a banking professional at Citibank as well as an investor at Fidelity to diligently review the many transactions Infratil has executed over the last three years, and to set our future strategy to ensure we are in the best position to continue to deliver on the target 11%-15% return for shareholders. I joined the board just prior to the announcement of the Vodafone acquisition three years ago. Since then, it's been extremely busy. We've raised additional equity. We've defended a takeover. We've announced the sale of six companies, including Tilt. We've established a healthcare vertical with acquisition of Pacific Radiology and QScan. We've expanded our digital vertical with Kao Data in the UK and launched two new renewable platforms with Gurīn in Asia and Galileo in Europe. The transactions get the headlines and do take a huge amount of work. However, the silent focus is very much on the deep global research and experience of our manager, Morrison & Co, to continue to identify and bring to the board the next ideas that matter. I think it's interesting, if I look at the growth in Infratil over the last year, three years, we've also seen that growth with Morrison & Co. Shareholders may not be aware that they now have offices in Sydney, Singapore, London, and New York, and that is really helping to bring new ideas to the portfolio. My prior role at Fidelity was one... Fidelity are one of the largest global fund managers, and that experience also provided me with the knowledge required to ensure that shareholders are getting the best performance and the best value from our manager, Morrison & Co. That Morrison & Co. Are aligned and incentivized to always act in the best interests of shareholders and to deliver the best return for our shareholders. I believe Infratil's in a very strong position with the current portfolio of companies and also over NZD 1 billion of liquidity, and I have confidence that our disciplined focus and our investment process will successfully deploy that capital. I would be honored to be reelected with your approval and would very much look forward to continue to work very hard to represent shareholders as a member of the Infratil board. Thank you. Great. Thanks, Kirsty. I now propose that Kirsty Mactaggart be reelected as a director of Infratil. Are there any matters for discussion or questions concerning this motion? No. Great. Thank you. Please mark your voting cards in the way you wish to vote by ticking for, against, or abstain next to resolution two on the voting card. Resolution three. Resolution three is for the election of Andrew Clark as a director. Andrew is required to retire at this meeting, which is the first annual meeting after his appointment, and is putting himself forward for election. The board unanimously supports his election, and Andrew's credentials are outlined in your notice of meeting. I'd now like to invite Andrew to address the meeting. Thank you, Alison Gerry, and tena koutou everybody, and good afternoon. My name is Andrew Clark. I joined the board as an independent director on the 1st of June this year, and I am respectfully putting myself forward for election to the board, and I would be privileged to serve you all in that capacity. I feel I've got some skills and experience that I can bring to bear and help ensure that we continue to deliver the growth and the goals and objectives that you expect of Infratil moving forward. A little bit about me. I'm a Kiwi. I was brought up in a mix of Christchurch, Suva, and Auckland, and I've spent most of the last 30 years working for a global strategy and operations consultancy called the Boston Consulting Group, BCG. About half that time was in New Zealand and Australia, and the other half was in Asia. I joined them in Auckland in 1991. I spent 15 years in Southeast Asia, about half that time living in Indonesia and the other half living in Singapore. Worked across a whole range of industries, some of which are very relevant to Infratil, of course, like telecommunications and energy. In 2009, my wife and I moved back to New Zealand. We wanted our kids to be something specific, and that was specifically Kiwi, as opposed to some hybrid of Singapore and Indonesia. Now of course, we're in Melbourne because that's where both our kids seem to be living at the moment. During the time with BCG, I've had a whole lot of different roles. I was the CEO of Indonesia, I was the CEO of Australia and New Zealand, and I sat on most of the major global committees that we had around the world. I'd like to bring some skills, specific skills and experiences to benefit the board if I can. Through my 30 years at BCG, I've worked on a lot of strategy and operational programs, a lot of acquisition evaluations, and more recently, on large digital transformations. I stepped out of consulting for a couple of years from 2017 to 2019 to serve on the National Australia Bank Executive Committee, leading their digital transformation as Chief Transformation Officer, and I think that could be helpful. I would be absolutely privileged to serve you. I humbly put myself forward, in front of you for election, and I really thank you for your consideration. Great. Thank you. I now propose that Andrew Clark be elected as a director of Infratil. Are there any questions concerning this motion? Actually, we do have a question online I can see. Who is Andrew Clark? I think actually we now that person Brendan Jarvis has heard from Andrew. I think he's probably very comfortable that we have supplied that information. There's also an outline of Andrew's credentials in the notice of meeting. So please mark your voting cards in the way you wish to vote by ticking for, against, or abstain next to resolution three on the voting card. Resolution four. Resolution four is to provide the board with the option to pay all or part of the third installment of the FY2021 annual incentive fee, which could be payable in May 2023, by issuing shares to Morrison & Co, the manager, instead of paying cash. Resolution four is not seeking shareholder approval to pay the fee. The fee, if payable, is an existing obligation under the management agreement, but what the resolution deals with is how Infratil pays the fee. At present, if the fees become payable, they can only be paid in cash. If resolution four is passed, the board will also have the option to pay some or all of the fee using Infratil shares. If the board chooses to do this, the price at which the shares will be issued is 98% of the average market price at that time. We do not know today if the board would exercise the option to pay the fee by having Infratil issue shares. That is a decision that the board will need to make at that time based on what the board believes are in the best interests of shareholders and also having regard to market conditions and Infratil's circumstances at that time. Are there any matters for discussion or questions concerning the motion? Yes, we have one in the room. Great. Here's a microphone coming. Hi. Thanks, Alison. My name is Guy Elliffe. I'm Corporate Governance Manager at ACC. We're a large shareholder of Infratil. We own 27 million shares, which is about 3.7% of the capital. We're gonna vote against Resolution four and Resolution five, so we'll cover them together. For those of you that attended the meetings in 2020 and 2021, you may recall we voted against the corresponding resolutions in both of those years. At least we're being consistent. For several years, we've been working hard with the Infratil board to address what we see as unfair aspects of the management contract, and our votes against the resolutions reflect our inability to address those flaws. Our views haven't changed. We've decided that rather than inflict the meeting for a third time with the details of buckets and high water marks, we've chosen to make this brief statement and take up the offer from Alison and Kirsty to meet with them and explore the detail with them. We intend to do that and see how we go. Perhaps we'll revisit the issue again in 2023, or perhaps there might be some other progress to report by then. You know, we'll be working hard to try and move the issues and the contract that we're concerned about to the benefit of shareholders. While I've got the microphone, I can't resist the opportunity to address another couple of matters just very briefly. First, I'd like to thank Jason for the efforts he's made in leading the Morrison & Co. team. The track record that Lloyd and then Marco and Jason have built is nothing short of outstanding. You know, as a shareholder, we benefited from their performances as have all the other shareholders in the room. We wanted to, you know, formally recognize that and thank Jason and his team for their ongoing work. I guess more importantly, sort of felt the need to address Mark Tume's impending departure. I want to thank Mark for his leadership of the board and wish him the very best of for the future. I will indulge in a little bit of personal reflection. I don't think anybody on the board or anybody in this room would have any concept of how much time that Mark and I have spent talking about governance issues over the last six or seven years. I recall a number of phone calls from various surfing spots around Australia and New Zealand and very many, you know, battles that we've waged because there generally is a little bit of conflict when we have interacted. I guess we can both reflect on some victories and some losses over that time. I wanted to just record that Mark has been consistently accessible to us. He's been intellectually engaged with the issues that we've raised and very constructive as we've addressed very complex and very sensitive issues. I guess lastly, I hope it's not too self-serving to suggest that without our work together, there would be no management engagement committee. The expectation of interacting with Kirsty and Alison around those issues. I guess I take some sort of satisfaction in setting up that structure because I do think it's important. I guess lastly, our confidence in Infratil is pretty firmly evidenced by the fact that we've got NZD 245 million dollars invested in Infratil, and we thank both the board and MCo for their ongoing work on our behalf. Thanks for the opportunity to address the meeting. Great. Thanks, Guy, very much. It certainly is always good to hear diverse opinions and constructively challenge ourselves on whether we can do things in a better way. To perhaps give some of our shareholders some context, we have this management engagement committee and we are constantly considering the management agreement. The Management Engagement Committee, or what we call the MEC, is tasked with assessing the manager's performance, any potential or perceived conflicts, and whether there is a real alignment between Infratil and Morrison & Co. We've undertaken some independent reviews in 2017 and 2020, and the key question that we are asking ourselves is whether the management agreement, which was first drafted in 1994, is still beneficial for shareholders, and how does it compare to a modern management agreement. The reviews we've undertaken has clearly concluded that while not all features are ideal, and we would agree with Guy that not all features are ideal for Infratil, they're also not all ideal for the manager. In totality, the agreement is demonstrably beneficial to Infratil shareholders. Very happy to catch up and discuss further, Guy. Let's come back to our resolution. If there are no more questions about this, please mark your voting cards in the way that you wish to vote by ticking for, against, or abstain next to resolution four on the voting card. Alison, there is just one question. Oh, just a minute. Sorry. We have got one online. That came in late online. If Resolution four and Resolution five are passed, will the company buy shares on market to give to Morrison & Co and thus dilute small shareholders, or will the shares issued be new shares? What will happen is that we will probably neutralize any purchase or any issue of shares. Let me just check. Perhaps Phillippa, is that correct? I think that's right. Yes. Beg your pardon. Thank you. Sorry. I think that's right, Alison. The intention would be to neutralize that if that occurred. That would actually be achieved by buying them on market as opposed to issuing new shares. Yeah. Great. Thank you. Let's come back to resolution four, and if you are happy, let's fill in your voting card and tick for, against, or abstain next to resolution four. Resolution five, very similar, is to provide the board with the option to pay all or part of the second installment of the FY 2022 annual incentive fee, which could be payable in May 2023 by again issuing shares to Morrison & Co. instead of paying cash. Resolution five is not seeking shareholder approval to pay the fee. The fee, if payable, is an existing obligation under the management agreement, and what the resolution is looking to deal with is how Infratil pays its fee. At present, if the fees become payable, they can be only paid in cash. If Resolution Five is passed, the board will also have the option to pay some or all of the fee using Infratil shares by issuing new shares. If the board chooses to do this, the price at which the shares will be issued is 98% of the average market price at that time. We don't know today if the board would exercise the option to pay the fee by having Infratil issue shares. That is a decision that the board will need to make at that time based on what the board believes is in the best interest of Infratil and its shareholders, having regard to market conditions and Infratil's circumstances at that time. Are there any matters for discussion or questions concerning Resolution Five? Just a moment. This time, I've looked at the screen, and there are no questions submitted online. Just Oh, there is. Sorry. We have one on, in the floor. Thank you. One question. You refer to issuing shares, and you a moment ago said issuing new shares. I took it from the answer we had at the front that the shares would not be new shares. They wouldn't be issued. They would be somehow transferred rather than issued, which implies to me new shares completely. I'll let Phillippa to answer that. Maybe I can just clarify. The intention would be that if we did need to issue new shares, we would subsequently neutralize it through on-market purchases. The intention, it really depends on at the time of the transaction, whether we're able to purchase shares or whether we're able to issue them. But either way, over time, we would look to neutralize any issuance. Does that answer your question? Thank you. Thanks, Philippa. Please mark your voting cards in the way you wish to vote by ticking for, against, or abstain next to Resolution Five on the voting card. Resolution Six. The final resolution for shareholders is to consider the remuneration of Infratil's auditor, KPMG. KPMG are automatically reappointed as our auditors pursuant to Section 207T of the Companies Act 1993. However, the meeting is required to authorize directors to set the audit fee, and it is now proposed that the directors are authorized to fix the remuneration of the auditor. Are there any questions for the board concerning the motion? Mark, none online. No questions. Thank you. Thank you. Please mark your voting cards in the way you wish to vote for by ticking, for, against, or abstain next to Resolution Six on your voting card. Ladies and gentlemen, our registry, Link Market Services will now move through the room with ballot boxes to collect your voting cards. We'll just give a few minutes for the voting cards to be collected. Great. Moving on to item E in your notice of meeting. Infratil received a notice from a shareholder, Mr. A. Blow, on a matter which he proposes to raise for discussion at this meeting. The matter and the Infratil board's response is set out in your notice of meeting, and I do not propose to restate this, and no resolution is required. We have subsequently then received a number of additional and very detailed and lengthy questions from Mr. A. Blow about the 2020 capital raise, many of which make legal assertions or are too complex to deal with appropriately at our meeting today. We're going to respond to Mr. A. Blow outside of this meeting as we would to any shareholder question or concern. Are there any questions for the board on this matter? Are there any questions online, Mark? No, there are no questions. Okay. That concludes the business of the meeting. Thank you everyone for joining us today, whether you joined online or with us in the room. We will be announcing the results of the polls and closing the meeting through the market later today or tomorrow. For those of you in the room, please, join us for refreshments. „Ngā mihi nui, kia ora koutou.