APA GROUP — Major Shareholding Notification 2012

Oct 4, 2012

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme APA Group

ACN/ARSN 091 344 704 (ARSN 091 678 778, 115 585 441)

1. Details of substantial holder (1)

Name BlackRock Group

ACN/ARSN (if applicable)

The holder became a substantial holder on

02 / / 10 12

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person's votes(5)	Voting power(6)
Ord	34,376,273	34,376,273	5.28

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
See Annexure A

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)	Consideration (9)	Class and numberof securities
		Cash	Non-cash
See Annexure B

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

==> picture [455 x 134] intentionally omitted <==

----- Start of picture text ----- Name and ACN/ARSN (if applicable) Nature of associationSee Annexure A7. AddressesThe addresses of persons named in this form are as follows:Name AddressSee Annexure A----- End of picture text -----

Signature

print name Belinda Plotkin capacity Company Secretary sign here date 05 / 10 / 12

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is Annexure A of 2 pages referred to in form 603 Notice of initial substantial shareholder

05-Oct-12 Belinda Plotkin, Company Secretary Date

3. Details of Relevant Interests

4. Details of present registered holders

6. Associates

7. Addresses

Holder of Relevant InterestsName and ACN / ARSN (if applicable)	Class and number ofSecurities	Class and number ofSecurities	Nature ofAssociation	Address
(sections 3,4,6 and 7)	(sections 3 and 4)		(section 6)	(section 7)
BlackRock (Luxembourg) SA	ORD	1,553	same ultimate	6d Route de Treves
			holding company	Senningerberg, L-2633
				Luxembourg
BlackRock Advisors, LLC	ORD	39,298	same ultimate	100 Bellevue Parkway
			holding company	Wilmington, DE 19809
BlackRock Financial Management, Inc.	ORD	45,211	same ultimate	40 E. 52nd Street
			holding company	New York, NY 10022
BlackRock (Netherlands) B.V.	ORD	60,262	same ultimate	Rembrandt Tower, 17th floor
			holding company	Amstelplein
				Amsterdam Netherlands
BlackRock Fund Managers Ltd	ORD	155,226	same ultimate	12 Throgmorton Avenue
			holding company	London EC2N 2DL UK
BlackRock International Ltd.	ORD	233,883	same ultimate	40 Torphichen Street
			holding company	Edinburgh EH3 8JB
BlackRock Investment Management	ORD	340,181	same ultimate	12 Throgmorton Avenue
(UK) Ltd			holding company	London EC2N 2DL UK
BlackRock Asset Management Canada	ORD	365,052	same ultimate	161 Bay Street, Suite 2500
Limited			holding company	Toronto, Ontario M5J 2S1
BlackRock Investment Management,	ORD	616,187	same ultimate	1 University Square Drive, Princeton,
LLC			holding company	NJ 08540
BlackRock Asset Management Ireland	ORD	860,255	same ultimate	JP Morgan House
Limited			holding company	International Fiancial Services Centre
				Dublin 1 IRELAND
BlackRock Asset Management North	ORD	1,006,626	same ultimate	16/F, 2 Queen’s Road
Asia Limited			holding company	Cheung Kong Center
				Hong Kong
BlackRock Japan Co. Ltd.	ORD	1,187,266	same ultimate	Sapia Tower
			holding company	1-7-12 Marunouchi, Chiyoda-ku,
				Tokyo, 100-0005 Japan
BlackRock Life Limited	ORD	1,833,905	same ultimate	12 Throgmorton Avenue
			holding company	London EC2N 2DL UK
BlackRock Advisors (UK) Ltd.	ORD	2,801,744	same ultimate	Murray House
			holding company	1Royal Mint Court
				London, EC3N 4HH, UK
BlackRock Investment Management	ORD	2,802,099	same ultimate	Level 19, 120 Collins St
(Aust) Ltd (ACN 006 165 975)			holding company	Melbourne Australia

page 1 of 3

APA

Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)	Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)	Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)	Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)	Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)	Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)	Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)	Holder of Relevant InterestsName and ACN / ARSN (if applicable)Nature ofAssociationAddress(sections 3,4,6 and 7)(section 6)(section 7)Class and number ofSecurities(sections 3 and 4)
BlackRock Asset Management AustraliaLimited (ACN 001 804 566)ORD6,391,483same ultimateholding companyLevel 43, Grosvenor Place225 George StreetSydney NSW 2000 Australia
BlackRock Fund AdvisorsORD6,692,749same ultimateholding company400 Howard StreetSan Francisco, CA, 94105
				h	olding companySan	Francisco, CA, 94105
BlaN.A	ckRock Institutional T.		rust Company,ORD	8,943,293	same ultimate400	Howard Street
				h	olding companySan	Francisco, CA, 94105

page 2 of 3

APA

Appendix B

This is Annexure B of 1 pages referred to in form 603 Notice of initial substantial shareholder

05-Oct-12 Belinda Plotkin, Company Secretary Date

5. Consideration

	APA Group (APA)
Holder of RelevantInterestDate ofAcquisition	CashNon-cashConsiderationClass and number ofsecurities affected
BlackRock Group3 June 2012 to2 October 2012	30,993,8550ord7,933,324

page 3 of 3

APA

Schedule

Schedule
Type of agreement:	Global Master Securities Lending Agreement
Parties to agreement:	Party A - Citigroup Global Markets Limited
	Party B - HSBC Institutional Trust Services (Asia) Limited
Transfer date:	3 June 2012 to 2 October 2012
Holder of voting rights:	Registered Owner
Are there any restrictions on voting rights?	No
If yes, detail
Scheduled return date (if any):	Not applicable
Does the borrower have the right to return	Yes
early?
If yes, detail
Does the lender have the right to recall	Yes
early?
If yes, detail	At notice
Will the securities be returned on	Yes
settlement?
If yes, detail any exceptions

A copy of these agreements will be provided to APA Group or the Australian Securities and Investments Commission upon request.

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