APA GROUP — AGM Information 2007

Oct 29, 2007

Annual Meeting

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City Recital Hall, Angel Place, Sydney,

30 October 2007

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Please switch off mobile phones for the duration of the meeting

Registration and Voting

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A person entitled to vote - a yellow card

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A non-voting member - a red card

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A visitor - a blue card

Motion

“That the Notice of Meeting is taken as being Read”

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Order of Meeting

• Overview

• Review of Operations

• Re-election of Directors

• Address by Chairman-elect

Chairman Managing Director Mr Robert Wright Mr Len Bleasel AM

• Questions from the floor

• Close of meeting

Directors

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George Bennett

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Leonard Bleasel

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Mick McCormack

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Robert Wright

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Executive Management

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Stephen Ohl Rick Francis Peter Fox
Chief Operating Officer Chief Financial Officer General Manager,
Commercial Development
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Sandra Dureau
General Counsel/
General Manager, Regulatory
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Robyn Smith
General Manager, Human
Resources and OH&S
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Austin James
Company Secretary/
General Manager, Corporate
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Attending

• Ms Samantha Lewis - Deloitte Touche Tohmatsu

• Mr Mark Pistilli – Chang, Pistilli & Simmons

• Representatives from our Registry - Link Market Services Limited

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Chairman’s Address Mr George Bennett

Overview of Financial Performance

$ million	FY07	FY06	% Change
Revenue*	532.7	379.0	40.5
EBITDA*	296.8	200.4	48.1
NPAT – recurring*	64.5	60.7	6.4
Non-recurring / significant items	(7.8)	1.9	n/a
Reported NPAT	56.8	62.6	(9.3)
Underlying OCF	157.0	112.2	39.9
Underlying OCF per security (cents)	41.4	38.7	6.8
Distribution per security (cents)	28.0	24.0	16.7

• Before significant items

Capital Management

Substantial Investor Support

• Implemented stapled structure (APTIT)

• During FY 2007 we successfully raised $610m of equity

• Institutional placement ($190m)

• Security purchase plan ($40m)

• Renounceable rights issue ($356m)

• Continued operation of DRP ($24m)

Strong Balance Sheet

• Gearing 69.0% (covenant 75.0%) - Post-OEN + Alinta assets – 73.6%

• Refinancing of all bridges completed in 2H FY07

• No debt refinancing requirements until FY09

• Average interest rate 7.1% (at 30 June 2007)

Total Assets

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$bn
5
4.23
4
4
3
3
2.06
1.88
2
1.42 1.43
2
1
1
0
June 03 June 04 June 05 June 06 June 07
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Alinta

• Alinta agreed in April 2006 to acquire AGL’s 30% holding in APA Alinta/AGL merger agreement

• Alinta acquired further 10.25% of APA in August 2006

  • Intended to acquire 19.9%

• No general offer to all APA securityholders

• Takeovers Panel and Full Court of Federal Court decided that Alinta was

• acting in contravention of the Corporations Act

• On 29 June 2007 Alinta and APA agreed to terminate all legal proceedings and to terminate operating arrangements for APA pipelines

• Alinta holding in APA distributed to Alinta shareholders in August 2007 under Babcock & Brown/Singapore Power International Consortium scheme of arrangement

Security Purchase Plan

• Opportunity to purchase up to $5,000 of APA Group stapled securities

• 2.5% discount

• No brokerage or transaction costs

• Price set based on 5 day volume weighted average price traded during the 5 trading days up to, and including the last day of the offer

• Offer opened on 29 October 2007

• Closes on 23 November 2007

• All applications must be received by 5.00pm

• New securities issued on 30 November 2007

– Eligible for interim distribution paid in March 2008

APA Group since 2000

• Leading energy transmission and distribution business

– Owns and operates its assets

• Developed a complementary asset portfolio

• Gas storage, electricity cables, coal seam gas facilities, gas-fired power stations

• Asset base tripled from $1.4bn to $4.2bn

• Employees grown from 10 to over 1,000

• APA security price over 180%

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Managing Director’s Review of Operations

Mr Mick McCormack

Agenda

� Overview of acquisitions

• Environment

• Regulation

• Outlook

Acquisitions in FY07

� Allgas Energy

• GasNet Australia Group

� Directlink

• Origin Energy Networks − Origin Energy Asset Management

• − 17.2% of Envestra

• − 33.3% of SEAGas Pipeline

Acquisitions in FY07

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APT Allgas

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APT GasNet

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National Energy Footprint

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Environment

• Gas is “fuel of transition” to a cleaner energy burning future

• NSW Government’s Owen Inquiry

• Additional investment in baseload electricity generation from 2013-14

• − Implementation of transitional arrangements for NSW greenhouse schemes towards a national carbon trading scheme

• Regeneration of environment

• Dandenong LNG facility – nature reserve of red gum eucalypts

• − Telfer Gas Pipeline – protected fauna species in Great Sandy Desert

Regulation

• APA wins appeal in the High Court

− Clarity regarding regulatory discretion

• Need for regulatory incentives to encourage investment

− Lighter handed regulation for some pipelines − Disappointing draft decision in Victoria − Rights of review preserved

• APA continuing to work to achieve better regulatory system

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Thank you to outgoing Chairman Mr George Bennett

Non- executive Director, Mr Robert Wright

Formal Business

Agenda Items 1 to 4:

• To consider for approval:

• Nomination, Russell Higgins AO to be elected as a Director of Australian Pipeline Limited;

• Nomination, Leonard (Len) Bleasel AM to be elected as a Director of Australian Pipeline Limited;

• Nomination, Ross Gersbach to be elected as a Director of Australian Pipeline Limited; and

• Nomination, Manharlal (George) Ratilal to be elected as a Director of Australian Pipeline Limited

Item 1

� Nomination of Russell Higgins AO

“Securityholders are asked to consider and, if thought fit, approve the nomination of Russell Higgins to be elected as a Director on the Board of Australian Pipeline Limited."

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Item 2

• Nomination of Leonard (Len) Bleasel AM

“Securityholders are asked to consider and, if thought fit, approve the nomination of Len Bleasel to be elected as a Director on the Board of Australian Pipeline Limited."

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Item 3

� Nomination of Ross Gersbach

“Securityholders are asked to consider and, if thought fit, approve the nomination of Ross Gersbach to be elected as a Director on the Board of Australian Pipeline Limited."

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Item 4

• Nomination of Manharlal (George) Ratilal

“Securityholders are asked to consider and, if thought fit, approve the nomination of George Ratilal to be elected as a Director on the Board of Australian Pipeline Limited."

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Discussion of Nomination for Re-election of Directors

Please confine comments to these motions State your name Ask only one question at a time

Item 1

Results of Proxy Votes – Russell Higgins

Resolution	For	Open	Against	Abstain
1	144,821,285	10,084,934	461,329	304,944

Item 2 Results of Proxy Votes – Len Bleasel

Resolution	For	Open	Against	Abstain
2	144,695,880	10,114,484	440,951	421,495

Item 3 Results of Proxy Votes – Ross Gersbach

Resolution	For	Open	Against	Abstain
3	143,753,593	10,349,653	1,297,272	271,764

Item 4 Results of Proxy Votes – George Ratilal

Resolution	For	Open	Against	Abstain
4	128,764,885	10,378,497	12,204,150	4,324,750

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Nomination for Re-election of Directors

Vote to be conducted by a show of hands

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Address by Chairman-elect Mr Len Bleasel AM

Address

• Recent history of the Gas Industry in Australia

• Strategy

• The role of Gas as the Fuel of Transition

• APA positioned to increase the contribution of Gas to the national energy mix

Strategy

• To continue to grow as Australia’s leading energy transmission and distribution business

• Development of an APA owned east Australian gas grid

• Three phase approach to growth

• Organic

• Brownfields and greenfields projects

• Acquisition

• Increase distributions by at least CPI annually

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We Deliver Energy

www.pipelinetrust.com.au

Information About APA

• Look at our website - www.pipelinetrust.com.au

• Look for presentation by our Managing Director posted to our website

• Contact our unit registry - Link Market Services