APA GROUP — Capital/Financing Update 2018

Mar 22, 2018

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

APA Group (consisting of Australian Pipeline Trust ( APT ) and APT Investment Trust ( APTIT )) ( APA )

ABN

Australian Pipeline Trust (ARSN 091 678 778) APT Investment Trust (ARSN 115 585 441)

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary APA stapled securities, each comprising an ordinary unit in APT and APTIT, stapled together (Stapled Securities).
	65,586,479 fully paid new Stapled Securities (New Securities) pursuant to the entitlement offer described in the ASX Announcement and Investor Presentation (Announcement Materials) lodged with ASX on 21 February 2018 (Entitlement Offer). This total comprises 39,287,705 fully paid New Securities issued on 7 March 2018 and 26,298,774 fully paid New Securities to be issued on 23March 2018.

• See chapter 19 for defined terms.

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3 Principal terms of the Standard terms that attach to Stapled +securities (e.g. if options, Securities. exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the[+] securities rank equally Yes ‐ the New Securities issued under the in all respects from the[+] issue Entitlement Offer will rank equally in all date with an existing[+] class of respects from their issue date with existing quoted[+] securities? Stapled Securities. If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $7.70 per New Security. 6 Purpose of the issue It is proposed that the proceeds of the (If issued as consideration for Entitlement Offer will be used to assist in the acquisition of assets, clearly the funding of APA’s growth projects and identify those assets) capital expenditure program, the funding of the redemption of APA subordinated notes, and for other general corporate purposes.

6a Is the entity an[+] eligible entity N/A that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

• See chapter 19 for defined terms.

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6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

The issue date for the New Securities under the institutional component of the Entitlement Offer (Institutional Entitlement Offer) was 7 March 2018. The issue dates for New Securities under the retail component of the Entitlement Offer (Retail Entitlement Offer):  in respect of New Securities for which applications were received by the Early Retail Application Closing Date (being 5 March 2018), was 7 March 2018; and  in respect of all other New Securities under the Retail Entitlement Offer, is 23March 2018.

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	1,114,307,369	Stapled Securities.
	65,586,479 New Securities	Stapled Securities.
	**Total: 1,179,893,848 **	Stapled Securities.

Number +Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a Same as existing Stapled Securities from the trust, distribution policy) on the date of issue. increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or non‐ Renounceable (PAITREO) renounceable?

• See chapter 19 for defined terms.

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13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	1 New Security for every 17 Stapled Securities held as at the record date.
	Stapled Securities.
	7:00pm (Sydney time) 26 February 2018.
	No
	Where fractions arose in the calculation of securityholders’ entitlements under the Entitlement Offer they were rounded up to the nearest whole number.
	For the Retail Entitlement Offer, all countries other than Australia and New Zealand. For the Institutional Entitlement Offer, all countries other than Australia, New Zealand, the United States, Canada (British Columbia, Ontario and Quebec provinces), Austria, Belgium, Denmark, Germany, Luxembourg, Netherlands, France, Hong Kong, Ireland, Italy, Japan, Korea, Malaysia, Norway, Singapore, Sweden, Switzerland, United Arab Emirates (excluding Dubai International Financial Centre) and United Kingdom.
	The Institutional Entitlement Offer (before the institutional bookbuild) closed on 22 February 2018. The Retail Entitlement Offer (before the retail bookbuild) closed at 5:00pm (Sydney time) on 14 March 2018.

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	J.P. Morgan Australia Limited and Deutsche Bank AG, Sydney Branch (Underwriters).
	A management fee equal to 0.35% of the Entitlement Offer amount, and an underwriting fee of 1.40% of the Institutional Entitlement Offer amount, for the Institutional Entitlement Offer. A management fee equal to 0.35% of the Entitlement Offer amount, and an underwriting fee of 1.40% of the Retail Entitlement Offer amount, for the Retail Entitlement Offer. The fees are payable in the proportion of 2/3 and 1/3 as between J.P. Morgan Australia Limited and Deutsche Bank AG, SydneyBranch respectively.
	N/A
	N/A
	APA will pay to stockbrokers who submit valid applications in respect of eligible retail securityholders a stamping fee of an amount equal to 0.50% of the application monies (inclusive of GST) paid in respect of valid applications, subject to a minimum payment of $25 and a maximum payment of$200per valid application.
	N/A
	No product disclosure statement was produced. A Retail Offer Booklet and Entitlement and Acceptance Form were sent to eligible retail securityholders on 2 March 2018.

• See chapter 19 for defined terms.

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27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	26 February 2018 (on a deferred settlement basis) and 5 March 2018 (on a normal settlement basis).
	7 March 2018
	N/A – the Entitlement Offer has closed.
	N/A – the Entitlement Offer has closed.
	N/A – the Entitlement Offer has closed.
	The issue date for the New Securities under the Institutional Entitlement Offer was 7 March 2018. The issue dates for New Securities under the Retail Entitlement Offer:  in respect of New Securities for which applications were received by the Early Retail Application Closing Date (being 5 March 2018), was 7 March 2018; and  in respect of all other New Securities under the Retail Entitlement Offer,is 23March 2018.

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [129 x 48] intentionally omitted <==

Date: 23 March 2018

(Company secretary) Print name: Nevenka Codevelle

== == == == ==

• See chapter 19 for defined terms.

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