APA GROUP — AGM Information 2007

Aug 14, 2007

15 August 2007

To: Company Announcements Office ASX

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By: Electronic Lodgement

Extraordinary General Meeting – Chairman’s Address and Babcock & Brown’s Presentation.

Attached are copies of the Chairman’s Address and Babcock & Brown’s presentation to be delivered to the Extraordinary General Meeting of Alinta Limited this morning

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Yasmin Broughton Company Secretary

Att.

Alinta Scheme Meeting 15 August 2007

Chairman’s Address

Good morning ladies and gentlemen. My name is John Akehurst. I am chairman of Alinta Limited and it is my pleasure to welcome you all to today’s meetings. The purpose of the meetings is to provide an opportunity for voting on a series of resolutions which, if approved, will facilitate the sale of Alinta to a consortium comprising Babcock and Brown and Singapore Power.

Before moving to the formal part of the meeting, I will recap briefly the events that have led to this meeting and provide an overview of the Offer from the Babcock & Brown / Singapore Power consortium.

As most shareholders would know, the Board was advised on 30 November, 2006 that four members of the senior management team and the former Chairman, were exploring a Management Buy-out or MBO proposal with an investment bank. This subsequently led to the resignation from the Board of the former Chief Executive and the former Chairman. All four of the executives involved have since left the company.

The Board immediately appointed a committee of the four remaining independent directors to deal with all matters related to this proposal and, shortly thereafter, this committee appointed JP Morgan and Carnegie Wylie as financial advisers. The committee also retained Blake Dawson Waldron as its legal advisers.

The senior managers involved in the MBO Proposal were quarantined from the normal business of the company and new management was appointed. In addition to ensuring the continued smooth running of the company, the new management team supported by advisers, embarked on a clean sheet valuation of Alinta, including all possibilities for enhancing its value by restructuring. This was essential in order to ensure that we were confident about the baseline against which any bid for the company would be assessed.

Another key objective of the committee was to ensure that, if an offer was received from the MBO Group, it would be in a competitive situation where alternative bids had been sought. The Company therefore opened a virtual data room to allow parties looking to make bona fide proposals to acquire the Company to conduct due diligence.

On Friday, March 23, Alinta received two offers to acquire the Company – one from Babcock & Brown/Singapore Power and one from Macquarie Bank and the MBO Group. Directors, management and advisers then spent the next seven days reviewing these bids, assessing them against the internal restructure proposal and negotiating with bidders to improve their offers.

On Friday, March 30, we announced that Alinta had signed a Scheme Implementation Agreement with Babcock & Brown/Singapore Power to acquire, subject to shareholders approval, all of Alinta for a mixture of cash and securities in Babcock & Brown managed funds.

At that time, the Babcock & Brown and Singapore Power Offer was valued at $15.00 per Alinta share, based on the trading in relevant securities in the 30 days to 29 March, plus 40 cents per share franking credits for those who can utilise them.

On Friday, 4 May, the Company received a revised proposal from Macquarie Bank. The Board met and determined to invite Macquarie to clarify its proposal, and to ask Babcock & Brown/Singapore Power to submit its best revised proposal. Two new proposals were subsequently received and the Company and its advisers conducted negotiations with both parties and assessed the relative merits of their proposals.

During this evaluation process, we looked at the value which would accrue to different groups of shareholders taking into account the various alternatives offered by the bidders with respect to the form of the consideration, namely cash or stock (or a combination of the two).

We took into account the range of additional value which could accrue to shareholders as a result of the likely availability of Capital Gains Tax roll over relief, including consideration of the likely entry prices and tax positions which would apply to different shareholder groups.

We looked at the likely future trading performance of the scrip components of the two bids, recognising that the scrip that would be issued under the Macquarie proposal – to be known as Energy Infrastructure Australia or EIA - would require an IPO and had no previous trading history. This led us to scrutinise closely the underlying assumptions that were used to predict the performance of the EIA scrip and the extent to which it would be able to withstand unexpected events or a shortfall in predicted cost reductions and revenues.

We also considered the risks associated with the financing of the two proposals, their respective conditionality and the risks associated with completing the Scheme of Arrangement process.

The Board also considered whether the proposals provided shareholders an appropriate premium over the likely value of Alinta if it remained independent.

As a result of all of these considerations, the Board formed the unanimous view that the Babcock & Brown / Singapore Power Offer was preferable to the Macquarie proposal and preferable to Alinta continuing on a restructured basis. This view was supported by advisers. The Company therefore signed a new Scheme Implementation Agreement with Babcock & Brown and Singapore Power on Friday, 11 May.

At that time, the Babcock & Brown and Singapore Power Offer was valued at $16.06 per Alinta share, based on the closing value of the relevant securities at 11am (EST) on 8 May, plus franking credits to the value of $0.40 per Alinta share.

If approved, the Babcock & Brown and Singapore Power offer will deliver $8.948 cash and securities in three Babcock & Brown funds, as well as a distribution of Alinta’s holding of APT securities. The offer also provides the option for Alinta shareholders to elect to receive Babcock & Brown Infrastructure Exchangeable Preference Shares which are expected to provide Capital Gains Tax rollover relief. Alinta shareholders can therefore elect to maximise:

• cash;

• scrip in the Babcock & Brown funds; or

• BBI Exchangeable Preference Shares.

These options are subject to caps on the total amounts of each type of consideration to be offered.

Babcock & Brown has offered shareholders who hold 1,000 Alinta shares or less the option of cashing out. Alinta Shareholders will also have the opportunity of increasing their holding in the Babcock & Brown funds to a marketable parcel, subsequent to implementation of the proposed Scheme.

As you may have read in the Scheme Booklet sent to all shareholders, the Independent Expert, Grant Samuel, assessed the proposal and also concluded that it was in the best interests of Alinta Security holders. Grant Samuel estimated the full underlying value of Alinta shares to be in the range of $13.84 and $16.16 per share, which included a control premium. This exceeded the price at which Alinta Shares would be expected to trade, even after an internal restructure, in the absence of the Scheme Proposal or some similar transaction.

At the time that the Board signed the second scheme implementation agreement with Babcock and Brown/Singapore Power, the offer was valued at $16.06 which was a 49%

premium to the level at which Alinta shares had been trading for the 30 days prior to our announcement of the potential MBO proposal on 9 January.

Based on the closing prices yesterday of the Babcock & Brown stocks and APT securities which form part of the proposal, the offer is now worth $15.46 per Alinta share. This reflects a decrease in value of 11.1% in the scrip elements of the bid, namely the three Babcock and Brown funds and the APT stock, which are offered as part of the consortium’s consideration. This compares with a fall of 6.7% in the S&P/ASX 200 Industrials Index since 8 May, 2007. The cash component of the bid remains at $8.948 per share. The current value of the bid represents a 43% premium to the 30 day volume weighted average price prior to the announcement of the potential MBO proposal.

The directors have revisited the proposal in recent days and met immediately prior to this meeting. Even taking into account the recent change in market conditions, Directors believe the offer value remains compelling and is the most attractive outcome for shareholders. In revisiting the proposal, the directors considered changes to the Company’s business operations as previously disclosed to the ASX, including the Tamar Valley Power Station project and the Company’s half-year results. The directors also considered transaction related matters, including the small increase in the cash component of the Scheme consideration and DUET’s statement regarding consents. In this regard, we note the Consortium’s announcement that a failure to obtain any consents relating to change of control will not have a material effect on the Consortium nor will it materially affect Alinta shareholders who become security holders in the Babcock and Brown funds.

Grant Samuel has also reviewed its assessment and advised us, prior to this meeting, that it continues to conclude that the proposed Scheme of Arrangement is in the best interests of Alinta security holders.

With no superior proposal having been received and with the Independent Expert continuing to conclude that the Scheme Proposal is in the best interests of Alinta security holders, the Alinta directors maintain their recommendation that shareholders vote in favour of the resolutions today.

I would now like to ask Peter Hofbauer, Global Head of Infrastructure for Babcock and Brown, to address the meeting.

Thank you, Peter.

Before we move to formal business and the voting, I would like to thank everyone involved over the last 8 months since we were first advised of the possibility of an MBO.

Firstly, thanks go to our employees right across the company who have continued to deliver excellent performance in their particular areas to ensure that our customers are served and the company continues to prosper.

Secondly, I would like to congratulate Peter Magarry, our Acting CEO, and his team for the extraordinary effort that they have put in both with the existing business and with respect to the finalisation of this Scheme.

We have also been privileged to have received support and advice from a team of highly competent and motivated advisers from Carnegie Wylie, JP Morgan and Blake Dawson Waldron. Thank you all for your enthusiasm and diligence in pursuit the best outcome for shareholders.

Finally, I would like to acknowledge my three fellow directors: Fiona Harris, Tina McMeckan and Mike Wilkins. This has been an extraordinary period and I commend you all for your tireless hard work on behalf of shareholders and for the detailed attention which you have each devoted to this unusual and complex corporate event. I would particularly acknowledge your careful consideration of the many critical decisions which have been required and your

detailed involvement in the sign off by the Board of the massive amount of information required to complete the scheme booklet.

We will now move to the formal part of the agenda when there will be an opportunity for questions regarding the scheme.

In order to satisfy the requirements of the courts, there are intended to be three meetings today: a Share Scheme Meeting; a General Meeting to approve the Capital Reduction; and an Option Scheme Meeting, for which only Alinta Optionholders are required to attend.

Babcock & Brown / Singapore Power International Recommended Proposal to Alinta Shareholders

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ABOUT BABCOCK & BROWN

• Listed on the Australian Securities Exchange.

• Market capitalisation in excess of $8.2 billion and total funds under management of in excess of $44 billion, in excess of $13 billion in infrastructure assets under management.

• Head office based in Sydney.

• Excellent track record in long term operation and investment in infrastructure assets around the world including Western Australia.

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RECOMMENDED OFFER – DEFAULT CONSIDERATION

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Cash
$
+
BBI Listed securities
(Infrastructure)
+
BBP securities
(Power)
+
BBW securities
(Wind)
+
APA securities
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TAILOR CONSIDERATION TO INDIVIDUAL PREFERENCE

Default � or Maximise Cash � or Maximise Scrip � or Maximise CGT rollover relief / BBI EPS �

or

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CORPORATE VIDEO

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SHARE PRICE PERFORMANCE OF FUNDS

A weighted average majority tax deferred yield in 2008 of approximately 8.6% is expected under Maximum Scrip alternative

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BBI Share Price Performance BBP Share Price Performance
Inception to 13 August 2007 Inception to 13 August 2007
A$ A$
2.10 3.80
1.70 3.40
1.30 3.00
Listing
Partly price:
paid 0.90 $2.50 2.60
listing
price: 0.50 2.20
$0.70
24/06/02 19/06/03 13/06/04 8/06/05 3/06/06 29/05/07
BBW Share Price Performance
Inception to 13 August 2007
A$
2.00
1.80
1.60
Listing
price: 1.40
$1.40
1.20
1.00
8/12/06 27/01/07 18/03/07 7/05/07 26/06/07
27/10/05 24/02/06 24/06/06 22/10/06 19/02/07 19/06/07
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BBI DISTRIBUTIONS

Distribution Approach

Pay distributions from free operating cash flow after:

• debt servicing[ . ]x

• • working capital

• maintenance capital expenditure

• other amounts prudent to reserve for [ . ]x

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Distribution Guidance per BBI stapled security
16.00 cents
16.00
15.00 cents
14.00
12.00
10.00
8.00
2008 2009
CPS
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Distribution Guidance

• BBI is targeting a 15.0 cent per security full year distribution in 2008 Financial Year and 16.0 cent per security full year distribution in 2009 Financial Year.

• This distribution guidance for the FY08 & FY09 periods is based on the following assumptions: – Completion of the DBCT expansion in line with schedule

• No material adverse change to key regulatory environments

• FY08 DPS 15 cps

• Yield of 9.4%[1]

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BBP DISTRIBUTIONS

Distribution Approach

Pay distributions from free operating cash flow after:

• [ . ]x

• debt servicing[ . ]x

• working capital

• maintenance capital expenditure

• other amounts prudent to reserve for

• [ . ]x

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Distributions per BBP stapled security
30.00
26.1 cents26.10 cents
20.00
14.0 cents14.00 cents
10.00
0.00
2007 (11 Dec 06 – 30 Jun 07) 2008 (full year)
CPS
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Distribution Guidance

• FY07 DPS 14 cps for period from 11/12/06 to 30/6/07, revised upwards from 12.6 cps

• Fully tax deferred

• Yield of 8.4%[1,2]

• Payment date mid September 2007

• FY08 DPS 26.1 cps, revised upwards from 24.0 cps

• Yield of 8.6%[2]

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BBW DISTRIBUTIONS

Distribution Approach

Pay distributions from net operating cash flow:

• EBITDA + US distributions

• Less corporate costs, interest & tax paid [ . ]x

• Adjusted for changes in working capital

And after taking into account of:

• Principal debt repayments and DRP[4]

• [ . ]x

• Future funding requirements

• Investment opportunities

Distributions per BBW stapled security

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16.00
14.00
14.00
12.50 12%
12.00
10.20 22.5%
10.00
8.00
6.00
4.00
2.00
0.00
FY06 Actual FY07 estimate [1] FY08 Guidance [2]
CPS
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Distribution Guidance

• FY07 estimated distribution of 12.5 cents per security[1 ] reconfirmed – 22.5% increase on FY06

• FY08 distribution guidance 14.0 cents per security[2 ] reconfirmed – 12% increase on FY07

• Distributions expected to be fully tax deferred for FY07 & FY08

• NOCF & Distribution guidance to be updated within Notice of Meeting materials for remaining Proposed Acquisitions[3]

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Thank You

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VALUE OF CONSIDERATION HAS OUTPERFORMED THE MARKET SINCE 27 JUNE 2007

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16.50 6600
16.00 6400
15.50 6200
15.00 6000
14.50 5800
14.00 5600
value of consideration
13.50 5400
S&P/ASX 200
13.00 5200
12.50 5000
27 Jun 4 Jul 11 Jul 18 Jul 25 Jul 1 Aug
S&P/ASX200 index
Value of consideration $ per Alinta share
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DISCLAIMER

The information contained in this presentation is given without any liability whatsoever to Babcock & Brown Limited or any of its related entities (collectively “BNB”) or their respective directors or officers, and is not intended to constitute legal, tax or accounting advice or opinion. No representation or warranty, expressed or implied, is made as to the accuracy, completeness or thoroughness of the content of the information. The recipient should consult with its own legal, tax or accounting advisers as to the accuracy and application of the information contained herein and should conduct its own due diligence and other enquiries in relation to such information.

The information in this presentation has not been independently verified by BNB. BNB disclaims any responsibility for any errors or omissions in such information, including the financial calculations, projections and forecasts set forth herein. No representation or warranty is made by or on behalf of BNB that any projection, forecast, calculation, forward-looking statement, assumption or estimate contained in this presentation should or will be achieved.

Please note that, in providing this presentation, BNB has not considered the objectives, financial position or needs of the recipient. The recipient should obtain and rely on its own professional advice from its tax, legal, accounting and other professional advisers in respect of the addressee’s objectives, financial position or needs.

This presentation does not carry any right of publication. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by BNB. Neither this presentation nor any of its contents may be reproduced or used for any other purpose without the prior written consent of BNB.