APA GROUP — Capital/Financing Update 2023

Aug 22, 2023

Proposed issue of securities

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Announcement Summary

Entity name

APA GROUP

Announcement Type

New announcement

Date of this announcement

23/8/2023

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
APA	FULLY PAID UNITS STAPLED SECURITIES	8,823,530

+Record date

22/8/2023

Offer closing date

15/9/2023

+Issue date

22/9/2023

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
APA	FULLY PAID UNITS STAPLED SECURITIES	79,411,765

Proposed +issue date 29/8/2023

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

APA GROUP

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

other

Registration Number

APA Infrastructure Trust ARSN 091 678 778 and APA Investment Trust ARSN 115 585 441

1.3 ASX issuer code

APA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

23/8/2023

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

APA : FULLY PAID UNITS STAPLED SECURITIES

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

APA : FULLY PAID UNITS STAPLED SECURITIES

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 8,823,530

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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Describe all the applicable parcels available for this offer in number of securities or dollar value $1,000, $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000 Offer price details Has the offer price been determined? No In what currency will the offer be made? AUD - Australian Dollar How and when will the offer price be determined? The offer price under the SPP Offer is the lesser of: (a) the price at which shares will be issued under the institutional placement; and (b) the price that is a 2% discount to the 5 day VWAP of APA securities up to 15 September 2023 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements APA intends to cap the SPP at $75 million and may, in its absolute discretion, scale¿back Applications over this amount (or any higher cap APA applies in its absolute discretion). Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 23/8/2023 4C.2 +Record date 22/8/2023 4C.3 Date on which offer documents will be made available to investors 31/8/2023 4C.4 Offer open date 31/8/2023 4C.5 Offer closing date 15/9/2023 4C.7 +Issue date and last day for entity to announce results of +security

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purchase plan offer 22/9/2023 Part 4D - Listing Rule requirements 4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes Part 4E - Fees and expenses 4E.1 Will there be a lead manager or broker to the proposed offer? No 4E.2 Is the proposed offer to be underwritten? No 4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Standard share registry fees, settlement fees, legal and other external adviser fees and ASX administrative fees Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue To partially fund APA's acquisition of Alinta Energy Pilbara and associated transaction costs 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer Any country outside of Australia and New Zealand

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4F.3 URL on the entity's website where investors can download information about the proposed offer

https://www.apa.com.au/news/

4F.4 Any other information the entity wishes to provide about the proposed offer

The maximum of number of securities to be issued under the SPP will depend on the final SPP offer price and the amount raised under the SPP. The number of securities to be issued under the SPP included in this Appendix assumes the SPP offer price will be $8.50 and that the SPP will raise $75 million.

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description APA : FULLY PAID UNITS STAPLED SECURITIES Number of +securities proposed to be issued 79,411,765 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 8.50000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

29/8/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

79,411,765

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Morgan Stanley Australia Securities Limited (ABN 55 078 652 276) and Barrenjoey Markets Pty Limited (ABN 66 636 976 059) as joint lead managers

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

0.25% of the total placement amount (being $675 million)

7E.2 Is the proposed issue to be underwritten?

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Yes

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7E.2a Who are the underwriter(s)?

Morgan Stanley Australia Securities Limited (ABN 55 078 652 276) and Barrenjoey Markets Pty Limited (ABN 66 636 976 059) as joint underwriters

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The placement is fully underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

1.00% of the total placement amount (being $675 million)

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Refer to Risk Factor 35 in Appendix 2 of the Investor Presentation released by APA today

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Standard share registry fees, settlement fees, legal and other external adviser fees and ASX administrative fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To partially fund APA¿s acquisition of Alinta Energy Pilbara and associated transaction costs

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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